altair_8k-ex1001.htm


    Exhibit
      10.1

    EMPLOYMENT
      AGREEMENT

    (Level
      12 Officer)

    


    THIS
      EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of  November 13, 2007, by and among
      Altairnano, Inc., a Nevada corporation (the “Company”), Altair Nanotechnologies
      Inc., a Canadian corporation (“Parent”; together with the Company and all direct
      or indirect majority-owned subsidiaries of the Parent, the “Consolidated
      Companies”; each, a “Consolidated Company”), and Terry Copeland, an individual
      (“Employee”).

    


    RECITALS

    


    A.           The
      Company is a wholly-owned indirect subsidiary of Parent and holds a substantial
      portion of the operating assets of the Consolidated Companies.

    


    B.           Parent
      and the Company desire to retain Employee as an employee of a Consolidated
      Company subject to the terms and conditions of this Agreement.

    


    C.           Employee
      desires to be retained as an employee of a Consolidated Company subject to
      the
      terms and conditions of this Agreement.

    


    NOW,
      THEREFORE, in consideration of
      this Agreement and of the covenants and conditions contained in this Agreement,
      the parties hereto agree as follows:

    


    1.                Employment;
      Location. The Company hereby employs Employee during the Term, and Employee
      hereby accepts such employment.  The initial “Place of Employment” for
      Employee shall be in Washoe County in the State of Nevada.  If the
      Company requests that Employee relocate and Employee agrees to such request,
      the
      relocated place of employment shall thereafter be the “Place of
      Employment.”

    


    2.                Term.  The
      term of this Agreement (the “Term”) shall commence on the date first set forth
      above (the “Effective Date”). The Term shall terminate upon the earlier to occur
      of (i) the Expiration Date, and (ii) the termination of Employee’s employment
      with all of the Consolidated Companies.  The initial Expiration Date
      shall be the two-year anniversary of the Effective Date.  Unless the
      Company or Employee provides the other with at least ninety (90) days advance
      written notice prior to the initial Expiration Date (and each Expiration Date
      thereafter) of its intention not to renew this term of Agreement following
      the
      then-current Expiration Date, the Expiration Date shall automatically be changed
      to the two-year anniversary of the then-current Expiration Date. Notwithstanding
      anything in this Agreement to the contrary, Sections 7 and 8 shall survive
      termination of this Agreement and expiration of the Term for the time periods
      set forth therein, and this sentence and all provisions related to the
      interpretation or enforcement of, and disputes under, this Agreement shall
      survive until the expiration of the last applicable statute of
      limitations.

     

    
      
         

      

      
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    3.                Duties.  Employee’s
      title shall be Vice President Operations, Power & Energy
      Group.  Employee's duties shall include such duties as are
      specifically assigned or delegated to Employee by the Board of Directors of
      any
      Consolidated Company (any such Board of Directors, the “Board”) and such other
      duties as are typically performed by an employee with the same position as
      Employee.  Employee acknowledges that, subject to Section 6.3(c), the
      Board may change, increase or decrease Employee’s title, position and/or duties
      from time to time its discretion and may appoint Employee as an employee of
      another Consolidated Company, which employment is governed by this
      Agreement.  Employee shall diligently execute his or her duties and
      shall devote his or her full time, skills and efforts to such duties during
      ordinary working hours. Employee
      shall faithfully adhere to, execute and fulfill all lawful policies established
      from time to time by the Consolidated Companies.

    


    4.                Compensation
      and Benefits.  The Company shall pay Employee, and Employee
      accepts as full compensation for all services to be rendered to all Consolidated
      Companies, the following compensation and benefits:

    


    4.1           Base
      Salary.  During the Term, the Company shall pay Employee an annual
      base salary per year in an amount not less than $225,000.  Such
      annual base salary shall be payable in accordance with the Company's customary
      pay schedule.  During the Term, the base salary of Employee shall not
      be reduced below the minimum required by this Section.

    


    4.2           Stock
      Options.   During the period of Employee’s employment with a
      Consolidated Company, Parent has granted, and in the future may from time to
      time grant, to Employee options to purchase common shares of Parent and/or
      issue
      to Employee common shares that are subject to rights of forfeiture or repurchase
      under certain terms and conditions (such options or shares, “Equity
      Awards”).  Parent agrees that agreements governing any past Equity
      Awards shall be amended to provide that all otherwise
      unvested Equity Awards shall, unless otherwise requested by Employee in writing,
      immediately vest as of the effective date of a Change of Control
      Event.  A “Change of Control Event” means (a) any capital
      reorganization, reclassification of the capital stock of Parent, consolidation
      or merger of Parent with another corporation in which Parent is not the survivor
      (other than a transaction effective solely for the purpose of changing the
      jurisdiction of incorporation of Parent), (b) the sale, transfer or other
      disposition of all or substantially all of  the Consolidated
      Companies’ assets to another entity, (c) the acquisition by a single person (or
      two or more persons acting as a group, as a group is defined for purposes of
      Section 13(d)(3) under the Securities Exchange Act of 1934, as amended) of
      more
      than 40% of the outstanding common shares of Parent.

    


    4.3           Bonus.  Employee
      shall be eligible to receive an annual performance bonus conditioned upon the
      achievement of performance measures established by the Board after consultation
      with Employee.  The potential amount of the performance bonus for each
      fiscal year if all performance measures are met, shall be at least up to sixty
      percent (60%) of Employee’s base salary paid for the calendar year to which such
      bonus relates.  Employee and the Board shall, prior to the end of the
      first month of each calendar year, negotiate in good faith with the objective
      of
      agreeing upon performance objectives and related bonus amounts for the upcoming
      fiscal year.  If Employee and the Board are not able to reach a mutual
      agreement as to performance objectives, the objectives and amount of any bonus
      shall be in the discretion of the Board.

     

    
      
         

      

      
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    4.4           Additional
      Benefits.  Employee shall be eligible to participate in, and be
      subject to, the Consolidated Companies’ employee benefit plans for, and policies
      governing, employees, if and when any such plans and policies may be adopted,
      including, without limitation, bonus plans, pension or profit sharing plans,
      incentive stock plans, and those plans and policies covering life, disability,
      health, and dental insurance in accordance with the rules established in the
      discretion of the Board for individual participation in any such plans and
      policies as may be in effect from time to time.

    


    4.5           Vacation,
      Sick Leave, and Holidays.  Beginning on the date hereof, Employee
      shall be entitled to vacation, sick leave and holidays at full pay in accordance
      with the Consolidated Companies’ policies with the exception that vacation will
      commence at three weeks annually.

    


    4.6           Deductions.  The
      Company shall have the right to deduct from the compensation due to Employee
      hereunder and all sums required for social security and withholding taxes and
      for any other federal, state or local tax or charge which may be hereafter
      enacted or required by law as a charge on any cash or non-cash compensation
      of
      Employee.

    


    5.  Business
      Expenses.  The Company shall promptly reimburse Employee for all
      reasonable out-of-pocket entertainment and business expenses Employee incurs
      in
      fulfilling Employee’s duties hereunder subject to, and in accordance with, the
      general reimbursement policy of the Consolidated Companies in effect from time
      to time.

    


    6.  Termination
      of Employee's Employment.

    


    6.1           Termination
      of Employment by the Company for Cause.  Employee's employment may
      be terminated by the Consolidated Companies at any time for
“Cause.”  A determination of whether Employee’s actions justify
      termination for Cause and the date on which such termination is effective shall
      be made in good faith by the Board of Parent.  A termination of
      Employee's employment pursuant to this Section 6.1 shall be effective as of
      the
      effective date of the notice by the Board of Parent to Employee that it has
      made
      the required determination, or as of such subsequent date, if any, as is
      specified in such notice.  For purposes of this Agreement, “Cause”
shall include (a) Employee’s material breach of this Agreement, which breach
      cannot be cured or, if capable of being cured, is not cured within fifteen
      (15)
      days after receipt of written notice of the need to cure, (b) any act of theft,
      embezzlement, conversion or other taking or misuse of the property or
      opportunities of and Consolidated Company, (c) any fraudulent or criminal
      activities, (d) any grossly negligent or unethical activity, (e) any activity
      that causes substantial harm to any Consolidated Companies, its reputation,
      or
      to its officers, directors or employees  (including, without
      limitation, the illegal possession or consumption of drugs for which Employee
      does not have a valid prescription on property controlled by any Consolidated
      Company or in the course of performing services for any Consolidated Company),
      or (f) habitual neglect of or deliberate or intentional refusal to perform
      mutually agreed upon Employee’s duties and obligations under this
      Agreement which breach cannot be cured or, if capable of being cured, is
      not cured within fifteen (15) days after receipt of written notice of the need
      to cure.

     

    
      
         

      

      
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    6.2           Termination
      by the Company Without Cause.  Employee’s employment with each
      Consolidated Company is “at will,” any Employee’s employment with any and all
      Consolidated Companies is terminable at any time without Cause or any reason
      of
      any kind.  A termination of Employee's employment pursuant to this
      Section 6.2 shall be effective as of the date specified in the notice of
      termination.

    


    6.3           Termination
      By Employee For Good Reason.  Employee may terminate his
      employment with any and all Consolidated Companies at any time for Good Reason
      (as defined below), provided Employee has delivered a written notice to the
      Board of Parent that briefly describes the facts underlying Employee's belief
      that Good Reason exists and the Company has failed to cure such situation within
      15 days of its receipt of such notice.

    


    For
      purposes of this Agreement, “Good
      Reason” shall mean and consist of: (a) a material breach by the Company of any
      of its obligations, duties, agreements, representations or warranties under
      this
      Agreement; (b) without Employee's prior written consent, the Consolidated
      Company requires the Employee to relocate Employee's place of employment to
      any
      place other than the Place of Employment as a condition to continued employment
      or maintenance of the same or a comparable position with the Consolidated
      Companies (provided that reasonable business travel shall not constitute a
      relocation of Employee’s place of employment and required relocation shall
      constitute Good Reason only following the Consolidated Companies’ notification
      of Employee of its requirement that Employee relocate and prior to Employee’s
      agreement to relocate his or her place of employment), or (c) during the period
      ninety (90) days prior to and one year after a Change of Control Event, a
      material adverse change in Employee’s title, position and/or duties within the
      Consolidated Companies as a whole.

    


    6.4           Termination
      by Employee Without Good Reason.  Upon not less than 15 day's
      prior written notice (which notice shall specify the effective date of the
      termination), Employee may terminate his employment with any and all
      Consolidated Companies by such notice without Good Reason or any reason of
      any
      kind.

    


    6.5           Termination
      of Employment by Death.  If Employee dies during the term of
      employment, Employee's employment with all Consolidated Companies shall be
      terminated effective as of the date of Employee’s death.

    


    6.6           Disability.  The
      Company or Employee may terminate Employee's employment with all Consolidated
      Companies if Employee shall become unable to fulfill his duties under this
      Agreement, as measured by the Consolidated Companies’ usual business
      activities,  for the eligibility period set forth in the long-term
      disability policy under which Employee is potentially eligible to receive
      disability benefits (the “Eligibility Period”) by reason of any medically
      determinable physical and/or mental disability determined in accordance with
      the
      procedure in this Section 6.6.  If in the opinion of the Company or
      Employee, Employee is disabled, then the following shall occur:

    


    (a)           the
      Company or Employee shall promptly so notify (by dated written notice) the
      insurance company or carrier that, at that time, insures the employees of the
      Company against long-term disability (the “Company’s Insurance Carrier”) and
      request a determination as to whether Employee is disabled pursuant to the
      terms
      of the Company's long-term disability plan or policy; and

     

    
      
         

      

      
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    (b)           the
      matter of Employee's disability shall be resolved, and Employee and the Company
      shall abide by the decision of, the Company’s Insurance Carrier.

    


    A
      termination of Employee's employment pursuant to this Section 6.6 shall be
      effective at the expiration of the Eligibility Period, as determined in
      accordance with this Section 6.6.  If Employee is not covered by a
      Company-sponsored long-term disability policy on the date that the Company
      and/or Employee believe that Employee may have a medically determinable physical
      and/or mental disability, the Board of Parent shall make the determination
      of
      whether Employee has a medically determinable physical and/or mental disability
      using the definition of disability, including applicable court interpretations,
      used for purposes of the Americans With Disabilities Act of 1990, as amended,
      and the “Eligibility Period” shall be 90 days from the date as of which it is
      determined that the Employee commenced having a medically determinable
      disability.

    


    7.  Effect
      of Termination of Employee’s Employment.

    


    7.1           Provisions
      Applicable to All Terminations. If Employee’s employment with all
      Consolidated Companies is terminated at any time for any reason, (a) all cash
      compensation from the Company described in this Agreement that was due through
      the effective date of the termination, but unpaid, shall be computed and paid
      to
      Employee by the Company within any payment deadline set forth in Nevada law
      (or
      is none is applicable, within 30 days), provided that any disability payments
      to
      be made by the Company’s Insurance Carrier shall be made when, as and if made by
      the Company’s Insurance Carrier; and (b)  Employee, or his heirs, or
      estate, as the case may be, shall receive all compensation and employee benefits
      accrued through the effective date of the termination, and all benefits provided
      through the Company's insurance plans pursuant to the terms and conditions
      of
      such insurance plans or that the Company is required to provide by governing
      law.

    


    7.2           Termination
      Absent a Change of Control and Absent Cause/Good Reason.  If
      Employee's employment with all of the Consolidated Companies is terminated
      under
      any circumstances other than the circumstances described in Section 7.3 or
      Section 7.4 below, whether by the Consolidated Companies or Employee, Employee
      shall not be entitled to any compensation in addition to that set forth in
      Section 7.1.

     

      7.3           Termination
      by Employee for Good Reason.  If Employee's employment is
      terminated by Employee for Good Reason during the Term (but not as of an
      Expiration Date), then, in addition to complying with the requirements of
      Section 7.1, the Company shall, subject to the terms and conditions of this
      Agreement and conditioned upon the Company’s receipt of a written waiver,
      release and non-litigation agreement from Employee in form and substance
      reasonably satisfactory to the Consolidated Companies with respect to all
      liabilities of any Consolidated Company of any kind arising prior to and in
      connection with such termination (other than under Options and Section 7)(a
      “Release”), continue to pay, when due in accordance with Section 4.1, to or for
      the benefit of Employee or, if applicable, Employee’s heirs or
      estate:  (a) Employee’s base salary through the period ending on the
      12-month anniversary of the effective date of the termination of Employee's
      service; and (b) Company health benefits coverage then in effect (with Company
      /Employee contributions remaining the same as during the period immediately
      prior to termination) through the period ending on the 12-month anniversary
      of
      the effective date of the termination of Employee's
      service.  Notwithstanding the foregoing, if (y) Employee relocated was
      required to relocate from a location more than 50 miles from the Place of
      Employment in order to commence employment with the Consolidated
      Companies and Employee’s employment is subsequently terminated by Employee
      for Good Reason on or before the two-year anniversary of the Effective Date,
      or
      (z) Employee’ accepts a change in Employee’s place of employment (and relocates
      without terminating his or her Employment for Good Reason based upon such
      change) during the Term and then Employee’s employment is terminated by Employee
      for Good Reason on or before the two-year anniversary of such change in
      Employee’s place of employment, then in case of either (y) or (z) the period
      referred to in subsection (a) above shall be 16 months.

     

    
      
         

      

      
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    7.4           Termination
      by Company without Cause.  If Employee's employment is terminated
      by the Company without Cause during the Term (but not as of an Expiration Date),
      then, in addition to complying with the requirements of Section 7.1, the Company
      shall, subject to the terms and conditions of this Agreement and conditioned
      upon the Company’s receipt of a Release, continue to pay, when due in accordance
      with Section 4.1, to or for the benefit of Employee or, if applicable, his
      heirs
      or estate:  (a) Employee’s base salary through the period ending on
      the 12-month anniversary of the effective date of the termination of Employee’s
      services; (b) Company health benefits coverage then in effect (with Company
      /Employee contributions remaining the same as during the period immediately
      prior to termination) through the period ending on the 18-month anniversary
      of
      the effective date of the termination of Employee’s services; and (iii) a bonus
      equal to sixty percent (60%) of Employee’s base salary paid for the calendar
      year in which termination of Employee’s services occurs, payable in one lump sum
      within 30 days of the end of such year. Notwithstanding the foregoing, if
      (y) Employee relocated was required to relocate from a location more than 50
      miles from the Place of Employment in order to commence employment with the
      Consolidated Companies and Employee’s employment is subsequently terminated
      by Employee for Good Reason on or before the two-year anniversary of the
      Effective Date, or (z) Employee’ accepts a change in Employee’s place of
      employment (and relocates without terminating his or her Employment for Good
      Reason based upon such change) during the Term and then Employee’s employment is
      terminated by the Company without Cause on or before the two-year anniversary
      of
      such change in Employee’s place of employment, then in case of either (y) or (z)
      the period referred to in subsection (a) above shall be 16 months.

    


    7.5           Return
      of Company Property.   Upon the termination or end of the
      employment of Employee with the Consolidated Companies or at any time upon
      the
      request of Parent, Employee shall provide to the Consolidated Companies all
      property belonging to any Consolidated Company, including, but not limited
      to,
      keys, card passes, credit cards, electronic equipment including computers and
      personal digital devices, cellular telephones, Consolidated Company automobiles,
      and all data and any Consolidated Company intellectual property whether located
      on Consolidated Company property or otherwise.

     

    
      
         

      

      
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    7.6           Breach
      of Protective Covenants.  Notwithstanding anything in this Section
      7 to the contrary, Employee shall not be entitled to any payments or benefits
      under any of Sections 7.3 or 7.4 of this Agreement with respect to any period
      (a) prior to Employee’s delivery to the Company of a Release if such Release is
      not executed within seven (7) days of Employee’s receipt of a form of Release,
      (b) during which Employee is in breach of Section 7.5 or any portion of Section
      8 of this Agreement, (c) during which Employee is in breach of
      any  portion of the Proprietary Information Agreement (any of (a), (b)
      or (c), a “Covenant Breach”).  Upon the Company’s determination that a
      Covenant Breach has occurred, it shall notify Employee of its belief that a
      Covenant Breach has occurred and may withhold, without penalty or interest,
      any
      payments or benefits otherwise due to Employee pursuant to any of Section 7.3
      or
      7.4 until the question of whether a Covenant Breach has occurred is definitely
      resolved without right to appeal or similar recourse (and if it is determined
      that the Company withheld the payments and benefits in error, the Company’s sole
      obligation shall be prompt payment of all withheld payments and the cash value
      to the Company of any withheld benefits).

    


    8.                Covenant
      Not to Compete

    


    8.1           Covenant.  Employee
      hereby agrees that, while Employee is employed by any Consolidated Company
      and
      during a period of 12
      months following the termination of Employee’s employment
      with all Consolidated Companies, Employee will not directly or indirectly
      compete (as defined in Section 8.2 below) with any the Consolidated Company
      or
      any affiliates anywhere in the United States.  It is the intention of
      Parent, the Company and Employee that this provision be interpreted to only
      prevent actual competitive harm to any Consolidated Company and not otherwise
      hinder or restrict Employee in his efforts to find continued employment in
      Employee’s field of training and expertise.

    


    8.2           Direct
      and Indirect Competition.   As used herein, the phrase
“directly or indirectly compete” shall include owning, managing, operating or
      controlling, or participating in the ownership, management, operation or control
      of, or being connected with or having any interest in, as a stockholder,
      director, officer, employee, agent, consultant, assistant, advisor, sole
      proprietor, partner or otherwise, any Competing Business (as defined
      below).  For purposes of this Agreement, a “Competing Business” shall
      be any business or enterprise other than any Consolidated Company that is
      engaged in the development, marketing, provision or sale of any technology,
      process, product or service that is being developed, marketed, provided or
      sold
      by any Consolidated Company during the period Employee is employed with any
      Consolidated Company.  This prohibition, however, shall not apply to
      ownership of less than five percent (5%) of the voting stock in companies whose
      stock is traded on a national securities exchange or in the over-the-counter
      market.

    


    8.3           Nonsolicitation.  Employee
      hereby agrees that, while he is employed by any Consolidated Company pursuant
      to
      this Agreement, and, during a period of 12 months
      following the termination of Employee’s employment with all Consolidated
      Companies, Employee will not, directly or indirectly, through an affiliate
      or
      otherwise, for his account or the account of any other person, (a) solicit
      business for a Competing Business from any person or entity that at the time
      of
      termination is or was a customer of any Consolidated Company, whether or not
      Employee had personal contact with such person during and by reason of
      employment with a Consolidated Company; (ii) in any manner induce or attempt
      to
      induce any employee of a Consolidated Company to terminate his or her employment
      with a Consolidated Company; or (iii) materially and adversely interfere with
      the relationship between a Consolidated Company and any employee, contractor,
      supplier, customer or shareholder of a Consolidated Company.

     

    
      
         

      

      
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    8.4           Enforceability.  If
      any of the provisions of this Section 8 is held unenforceable, the remaining
      provisions shall nevertheless remain enforceable, and the court making such
      determination shall modify, among other things, the scope, duration, or
      geographic area of this Section to preserve the enforceability hereof to the
      maximum extent then permitted by law.  In addition, the enforceability
      of this Section is also subject to the injunctive and other equitable powers
      of
      a court as described in Section 11 below.

    


    8.5           Jurisdiction.  For
      the sole purpose of enforcement of the Consolidated Companies’ rights under this
      Section 8, Parent, the Company and Employee intend to and hereby confer
      jurisdiction to enforce the restrictions set forth in this Section 8 (the
      "Restrictions") upon the courts of any jurisdiction within the geographical
      scope of the Restrictions.  If the courts of any one or more of such
      jurisdictions hold the Restrictions unenforceable by reason of the breadth
      of
      such scope or otherwise, it is the intention of Parent, the Company and Employee
      that such determination not bar or in any way affect any Consolidated Company's
      rights to the relief provided above in the courts of any other jurisdiction
      within the geographical scope of the Restrictions, as to breaches of such
      covenants in such other respective jurisdictions, such covenants as they relate
      to each jurisdiction being, for this purpose, severable into diverse and
      independent covenants.  In the event of any litigation between the
      parties under this Section 8, the court shall award reasonable attorneys fees
      to
      the prevailing party.

    


    9.                Confidential
      Information, Invention Assignment, Etc.  Employee represents and
      covenants that Employee has signed and delivered to Parent (or will sign and
      deliver upon request) an Employment, Confidential Information, Invention
      Assignment, Nonsolicitation and Arbitration Agreement (the “Proprietary
      Information Agreement”) in the form set forth in the Consolidated Companies’
Policy Manual.  Employee’s execution of such a Proprietary Information
      Agreement is a condition precedent to Employee’s eligibility for any rights and
      benefits under this Agreement.  The Proprietary Information Agreement
      and this Agreement shall be interpreted, to the extent possible, as being
      mutually consistent with each other, supplementary and both fully enforceable;
      provided, however, in the event of an irreconcilable conflict between specific
      provisions of each of the two agreements, the specific provisions of this
      Agreement shall prevail.

    


    10.                No
      Conflicts. Employee hereby represents and covenants that Employee’s
      performance of all the terms of this Agreement and his work as an employee
      of a
      Consolidated Company does not and will not breach any oral or written agreement
      to which Employee is a party or by which Employee is bound.

    


    11.                Equitable
      Remedies. Employee acknowledges and agrees that the breach or
      threatened breach by him of certain provisions of this Agreement, including
      without limitation Sections 8 above, would cause irreparable harm to the
      Consolidated Company for which damages at law would be an inadequate
      remedy.  Accordingly, Employee hereby agrees that in any such instance
      Parent or the Company shall be entitled to seek (without prior mediation or
      arbitration) injunctive or other equitable relief in any state or federal court
      within or without the State of Nevada in addition to any other remedy to which
      it may be entitled.  Employee hereby submits to the jurisdiction of
      any courts within the City of Reno in the State of Nevada and agrees not to
      assert such venue is inconvenient.

     

    
      
         

      

      
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    12.                Assignment.
      This Agreement is for the unique personal services of Employee and is not
      assignable or delegable in whole or in part by Employee without the consent
      of
      the Board of Parent.  This Agreement may not be assigned or delegated
      in whole or in part by the Parent or the Company without the written consent
      of
      Employee; provided, however, this Agreement may be assigned by the Parent or
      the
      Company without Employee’s prior written consent if such assignment is made to
      an entity that is a Consolidated Company or is acquiring substantially all
      of
      the business or assets of any Consolidated Company, whether by merger, asset
      sale or otherwise.

    


    13.                Waiver
      or Modification. Any waiver, modification, or amendment of any provision of
      this Agreement shall be effective only if in writing in a document that
      specifically refers to this Agreement and such document is signed by the parties
      hereto.

    


    14.                
      Entire Agreement. This Agreement, together with the Proprietary Information
      Agreement and other agreements required under the Consolidated Companies’
policies, constitute the full and complete understanding and agreement of any
      of
      the Consolidated Companies and Employee with respect to the subject matter
      covered herein and supersedes all prior oral or written understandings and
      agreements with respect thereto (including any offer letter associated with
      the
      commencement of your employment).

    


    15.                Severability.
      If any provision of this Agreement is found to be unenforceable by a court
      of
      competent jurisdiction, the remaining provisions shall nevertheless remain
      in
      full force and effect.

    


    16.                Attorneys’
      Fees.  Should any Company, Parent or Employee default in any of
      the covenants contained in this Agreement, or in the event a dispute shall
      arise
      as to the meaning of any term of this Agreement, the defaulting or nonprevailing
      party shall pay all costs and expenses, including reasonable attorneys’ fees,
      that may arise or accrue from enforcing this Agreement, securing an
      interpretation of any provision of this Agreement, or in pursuing any remedy
      provided by applicable law whether such remedy is pursued or interpretation
      is
      sought by the filing of a lawsuit, an appeal, or otherwise.

    


    17.                Confidentiality.  Each
      of the parties acknowledges that the common shares of  Parent are
      registered under the Securities Exchange Act of 1934, as amended, and a result,
      Parent may be required to, and hereby has authorization to, file this Agreement
      or any amendment hereto with the Securities and Exchange Commission without
      requesting confidential treatment for any portion hereof.

     

    
      
         

      

      
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    18.                Notices.  Any
      notice required hereunder to be given by either party shall be in writing and
      shall be delivered personally or sent by certified or registered mail, postage
      prepaid, or by private courier, with written verification of delivery, or by
      facsimile or other electronic transmission to the other party to the address
      or
      facsimile number set forth below or to such other address or facsimile number
      as
      either party may designate from time to time according to this
      provision.  A notice delivered personally or by facsimile or
      electronic transmission shall be effective upon receipt.  A notice
      delivered by mail or by private courier shall be effective on the third day
      after the day of mailing:

    


    (a)           To
      Employee
      at:                                    1324
      Deerbourne Drive

    Wesley
      Chapel, FL 33543

    


    


    (b)           To
      Parent/Company
      at:                       Altair
      Nanotechnologies Inc.

    204
      Edison Way

    Reno,
      Nevada  89502

    Facsimile
      No: (775)
      856-1619

    


    19.                Disputes;
      Governing Law; Arbitration.

    


    (a)           Except
      as provided in Section 11 and Section 8.5, any dispute concerning the
      interpretation or construction of this Agreement or his employment or service
      with Company, shall be resolved by confidential mediation or binding arbitration
      in Reno, Nevada.  The parties shall first attempt mediation with a
      neutral mediator agreed upon by the parties.  If mediation is
      unsuccessful or if the parties are unable to agree upon a mediator within thirty
      (30) days of a request for mediation by any party, the dispute shall be
      submitted to arbitration pursuant to the procedures of the American Arbitration
      Association (“AAA”) or other procedures agreed to by the parties.  All
      arbitration proceedings shall be conducted by a neutral arbitrator mutually
      agreed upon by the parties from a list provided by AAA.  The decision
      of the arbitrator shall be final and binding on all parties.  The
      costs of mediation and arbitration shall be borne equally by the
      parties.

    


    (b)           This
      Agreement shall be construed in accordance with and governed by the statutes
      and
      common law of the State of Nevada (other than any provisions that would cause
      the provisions of any other laws to apply).  To the extent this
      Agreement expressly permits any dispute to be resolved other than through
      arbitration or mediation, except as set forth in Section 8.5, the exclusive
      venue for any such action shall be the state and federal courts located in
      Reno,
      Nevada, and the parties each hereby submit to the jurisdiction of such courts
      for purposes of this Agreement.

    


    20.                Counterparts;
      Facsimile.  This Agreement may be executed in multiple
      counterparts, all of which taken together shall form a single
      Agreement.  A facsimile copy of this Agreement or any counterpart
      thereto shall be valid as an original.

    


    [intentionally
      left blank; signature page follows]

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    


    IN
      WITNESS WHEREOF, Employee has
      signed this Employment Agreement (Level 12 Officer) personally and the Company
      and Parent have caused this Agreement to be executed by their duly authorized
      representatives.

    


    


    COMPANY:

    


    


    ALTAIRNANO,
      INC.

    a
      Nevada corporation

    


    


    By:
/s/
      Alan
Gotcher            

    


    Name:
Alan
      Gotcher            

    


    Title:  President
      and
      CEO        

    


    


    


    PARENT:

    


    ALTAIR
      NANOTECHNOLOGIES
      INC.

    a
      Canadian corporation

    


    


    By:
/s/
      Alan
Gotcher            

    


    Name:
Alan
      Gotcher            

    


    Title:  President
      and
      CEO        

    


    


    


    


    


    EMPLOYEE:

    


    


    /s/
      Terry Copeland            

    Terry
      Copeland, an
      individual

     

     

     

    11