2007 Annual Exec. Incentive Bonus Plan


    
      Exhibit
        10.20

       

    

    
      	 	 	
              

            
	Confidential
              Memorandum	 	
              innovation
                at work

            


    

     

    Confidential
      treatment has been requested for portions of this Exhibit. The copy
filed
      herewith omits the information subject to the confidentiality
      request.

    Omissions
      are designated by ***. A complete version of this exhibit has been filed
      separately with the Securities and Exchange Commission.

    


     

    
      	Date:	March 9, 2007
	 	 
	To:	Altairnano Management Team
	 	 
	From:	Alan J. Gotcher
	 	 
	Subject:	Altairnano 2007 Incentive
              Plan


    

    


    The
      Board
      has approved the Altairnano 2007 Company Incentive Plan, which defines two
      groups of employees; the company performance targets and plan pay out against
      performance:

     

    
      	·	
              The
                Company Performance target is comprised of two financial
                components:

            
	 	§	
              Cash
                at Year End:

            	$***	75% weight
	 	§	
              Total
                Revenue:

            	$***	2% weight
	 	 	 	 	 
	
              ·

            	There
              are two groups of employees in the plan. Each group has its own incentive
              targets:
	 	§	
              Employees
                at Levels 2 to 8 have 50% of Incentive Bonus based on Company Performance
                and 50% on Individual Performance; the Incentive Multiplier is capped
                at
                150% for Company Performance and 110% for Individual
                Performance.

            
	 	§	
              Employees
                at Levels 9 to 13 (including executive officers) have 100% of Incentive
                Bonus based on Company Performance; the Incentive Multiplier is capped
                at
                150% of Company Performance.

            
	 	 	 
	
              ·

            	Incentive
              Plan payout is based on performance versus variable Incentive Multiplier
              payout:


    

     

     

    
 

     

    
 

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      Information

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      March
        9, 2007

      Page
        2




     

     

    Example
      1. Company Performance is near Plan

     

    
      	
              Criteria

            	
              Objective

            	
              Actual

            	
              %

              Performance

            	
              %

              Payout

            
	 	 	 	 	 
	
              Cash
                at Year End

            	
              $***

            	
              $***

            	
              104%

            	
              128%

            
	
              Revenue

            	
              $***

            	
              $***

            	
              100%

            	
              120%

            


    

    


    Company
      Performance Incentive Bonus Payout = .75 x 104 + .25 x 100 = 103%

    Payout
      =
      126%

    


    An
      employee at Level 2-8 with 100% Individual Performance would
      receive:

    50%
      Incentive Bonus = Company Performance = 126% X .5 = 63% of target
      bonus

    50%
      Incentive Bonus = Individual Performance = 100% X .5 = 50% of target
      bonus

    If
      Target
      Bonus is 15%, then Total Bonus = 17% of salary

    


    An
      employee at Level 9-13 would earn 126% of their Target Bonus

    


    Example
      2. Company Performance is above Plan

     

    
      
        	
                Criteria

              	
                Objective

              	
                Actual

              	
                %

                Performance

              	
                %

                Payout

              
	 	 	 	 	 
	
                Cash
                  at Year End

              	
                $***

              	
                $***

              	
                115%

              	
                150%

              
	
                Revenue

              	
                $***

              	
                $***

              	
                121%

              	
                162%

              


      

      
Company
        Performance Incentive Bonus Payout = .75 X 115 + .25 X 121 =
        116.5%

    

    Payout
      =
      153%

     

     

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      March
        9, 2007

      Page
        3

       

       

    

    An
      employee at Level 2-8 with 100% Individual Performance would
      receive:

    50%
      Incentive Bonus = Company Performance = 153% X .5 = 76.5% of target
      bonus

    50%
      Incentive Bonus = Individual Performance = 100% X .5 = 50% of target
      bonus

    If
      Target
      Bonus is 15%, the Total Bonus = 19% of salary

    


    An
      employee at Level 9-13 would earn 153% of their Target Bonus

    


    


    Altairnano
      Senior Executive 2007 Incentive Plan Targets

    


    
      	
              Altairnano
                Executive

            
	
              Target
                Bonus

            
	
               

              Steve
                Balogh

              Ed
                Dickinson

              Alan
                Gotcher

              Bruce
                Sabacky

            	
               

              $114,000.00

              $114,000.00

              $288,000.00

              $114,000.00

            


    

    


    
 

     

     

     

     

     

     

     

    Confidential
      Information