EXHIBIT
      10.31




**AMERICAN
      TECHNOLOGY CORPORATION**





**SUMMARY
      SHEET**


**OF**


**DIRECTOR
      AND EXECUTIVE OFFICER COMPENSATION**







**Compensation
      of Directors**




Until
      June 2005, our non-employee directors did not receive cash fees as compensation
      for their services. In June 2005, we began compensating our non-employee
      directors in the amount of $1,000 per month, paid quarterly in arrears. Each
      of
      our non-employee directors serving between January 1 and May 31, 2005, was
      paid
      a one-time fee of $5,000 in recognition of service during that period. Our
      directors are also reimbursed for the expenses of attending directors’ or
      committee meetings. Our directors have received in the past, and may receive
      in
      the future, stock option grants. In June 2005, we granted three of our
      non-employee directors an option exercisable for 50,000 shares of common stock
      with an exercise price equal to the closing price of the common stock on the
      date of grant and expiring five years after the date of grant. These options
      vest quarterly over five years, subject to continued service and other
      conditions.




**Compensation
      of Executive Officers**





The
      executive officers of the Company serve at the discretion of the Board of
      Directors. From time to time, the Compensation Committee of the Board of
      Directors reviews and determines the salaries that are paid to the Company's
      executive officers. The following table sets forth the annual salary rates
      for
      the Company’s current executive officers as of the date of this report on Form
      10-K:





Elwood
                G. Norris, Chairman
            $200,000John
                R. Zavoli, President, Chief Operating Officer and Interim Chief
                Financial Officer
            $250,000Karen
                Jordan, Chief Accounting Officer
            $140,000James
                Croft III, Chief Technology Officer and Vice President of Advanced
                Development
            $165,000Bruce
                Gray, Vice President, Commercial Group
            $200,000Alan
                J. Ballard, Vice President, Government and Military
                Division
            $145,000Rose
                Tomich-Litz, Vice President, Operations
            $157,500





**Employment
      Arrangements with Current Executive Officers**




The
      following discussion summarizes the employment arrangements between us and
      our
      current executive officers as of the date of this report on Form
      10-K:




1





**Mr.
      Elwood G. Norris** -
      Effective September 1, 1997, we entered into a three year employment contract
      with Mr. Norris, for his services as Chief Technology Officer. The three-year
      term expired on August 31, 2000, but the agreement remains in effect until
      one
      party gives thirty days advance notice of termination to the other. Mr. Norris
      now serves as Chairman under the term of this agreement. The agreement, as
      amended by the Compensation Committee, provides for a base salary of $16,667
      per
      month. The agreement provides that Mr. Norris will participate in bonus, benefit
      and other incentives at the discretion of the Board of Directors. Mr. Norris
      has
      agreed not to disclose trade secrets and has agreed to assign certain inventions
      to us during employment. We are also obligated to pay Mr. Norris certain
      royalties. See "Certain Relationships and Related Transactions" in our Form
      10-K/A filed March 18, 2005.




**Mr.
      John R. Zavoli** - On
      October 17, 2005, we entered into a letter agreement with John R. Zavoli,
      pursuant to which Mr. Zavoli was appointed as our president and chief operating
      officer, commencing November 1, 2005, and as interim chief financial officer
      commencing December 16, 2005. Mr. Zavoli was a director of our company and
      was a
      member of the audit and compensation committees until he resigned the committee
      appointments in connection with entering into the letter agreement. The letter
      agreement provides for an annual base salary of $250,000 and eligibility for
      an
      annual bonus, as recommended by the compensation committee and approved by
      the
      board of directors. Mr. Zavoli's employment is not for a specified period or
      term of employment and is terminable at-will by us or by Mr. Zavoli for any
      reason, with or without notice. Mr. Zavoli will be entitled to severance
      benefits in the form of up to a maximum of six months of salary and health
      benefit continuation if we terminate his employment without cause or he resigns
      for good reason.





**Ms.
      Karen Jordan** -
      On
      December 16, 2005, our board of directors approved the appointment of Karen
      Jordan as our chief accounting officer. Ms. Jordan entered into a letter
      agreement with the Company dated October 26, 2005, and joined the Company in
      November 2005, as director of finance. Ms. Jordan’s annual salary is $140,000
      and she participates in bonus, benefit and other incentives at the discretion
      of
      the compensation committee of our board of directors. Ms Jordan’s employment is
      not for a specified period or term of employment and is terminable at-will
      by us
      or by Ms. Jordan for any reason, with or without notice.




**Mr.
      James Croft III -** On
      August
      17, 2005, our board of directors approved the appointment of Mr. James Croft
      III
      as our Chief Technology Officer and Vice President of Advanced Development.
      Mr.
      Croft has served as our Vice President of Research and Development since
      February 28, 2000, and, prior to that, as our Vice President of Engineering
      from
      September 15, 1997. Mr. Croft is employed pursuant to the terms of an
      employment agreement dated February 28, 2000, which terms have been orally
      modified.


2





Under
      the
      terms as modified, Mr. Croft's annual salary is $165,000, and he participates
      in
      bonus, benefit and other incentives at the discretion of the compensation
      committee of our board of directors. We presently exclusively license two
      pre-employment inventions from Mr. Croft through March 2008. We are not
      currently marketing products using these inventions, and we are not currently
      paying royalties to Mr. Croft for these inventions. We plan to negotiate further
      revisions to our agreement with Mr. Croft, including our right to continue
      the
      license beyond March 2008. The initial term of the employment agreement
      dated February 28, 2000 has expired, and as a result, either we or Mr. Croft
      may
      terminate his employment for any reason upon thirty days advance
      notice.





**Mr.
      Bruce Gray -** -
      We
      entered into a letter agreement with Mr. Bruce Gray, under which Mr. Gray was
      employed as our Vice President of the Commercial Products Group effective March
      21, 2005. Mr. Gray currently serves as our Vice President, Commercial Group.
      The
      letter agreement provides for an annual base salary of $200,000 and an annual
      sales commission, payable on a quarterly basis, based on revenues and billings.
      Mr. Gray's employment is terminable at-will by us or by Mr. Gray for any reason,
      with or without notice.





**Mr.
      Alan J. Ballard --** On
      November 17, 2005, our board of directors approved the appointment of Mr. Alan
      J. Ballard as our Vice President, Government and Military Division. Mr. Ballard
      joined American Technology Corporation in January 2004 and has held various
      positions in our Government Group, most recently Senior Director of U.S.
      Military Sales, Government and Force Protection Group. Mr. Ballard's annual
      salary is $145,000, and he participates in bonus, benefit and other incentives
      at the discretion of the compensation committee of our board of directors.
      Mr.
      Ballard's employment is terminable at-will by us or by Mr. Ballard for any
      reason, with or without notice.





**Ms.
      Rose Tomich-Litz -** On
      November 30, 2005, our board of directors approved the appointment of Ms. Rose
      Tomich-Litz as our Vice President, Operations. Ms. Tomich-Litz's annual salary
      is $157,500, and she participates in bonus, benefit and other incentives at
      the
      discretion of the compensation committee of our board of directors. Ms.
      Tomich-Litz's employment is terminable at-will by us or by Ms. Tomich-Litz
      for
      any reason, with or without notice.





Executive
      officers in charge of revenue producing business segments may also participate
      in a broad-based commission arrangement. Under our existing commission
      arrangements, commissions are awarded to certain individuals in each of our
      business segments based on revenue or billings within the segment. All
      commission plans and commissions payable to executive officers are reviewed
      and
      approved by the Compensation Committee.






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