**Exhibit 10.15**

**American Technology Corporation**

**CHANGE IN CONTROLSEVERANCE BENEFIT PLAN**

**Section 1.     INTRODUCTION.**

The American Technology Corporation Change in Control Severance Benefit Plan (the “Plan”) was established effective April 30,2009 (the “Adoption Date”). The purpose of the Plan is to provide severance benefits to certain eligible employees of the Company and its Affiliates upon selected terminations of service in connection with a Change in Control (as definedbelow). 

This Plan shall supersede any generally applicable change in control severance plan, policy, or practice, whetherwritten or unwritten, with respect to each employee who becomes a Participant in the Plan. In consideration for the benefits set forth in this Plan, this Plan shall also supersede and replace the change in control benefits in any individuallynegotiated employment contract or agreement, or any written plans that are not of general application, and, except as set forth in the Participation Notice (as defined below), each Participant’s change in control severance benefits shall begoverned solely by the terms of this Plan. 

This Plan document is also the Summary Plan Description for the Plan. 

**Section 2.     DEFINITIONS.**

The following shall be defined terms for purposes of the Plan: 

(a)“Affiliate” means, with respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such individual orentity. 

(b) “Base Salary” means a Participant’s monthly base salary in effect immediately prior to the CoveredTermination and prior to any reduction in base salary that would permit such Participant to voluntarily terminate employment for Good Reason (as defined below) (including without limitation any compensation that is deferred by Participant into aCompany-sponsored retirement or deferred compensation plan, exclusive of any employer matching contributions by the Company associated with any such retirement or deferred compensation plan and exclusive of any other Company contributions) andexcludes all bonuses, commissions, expatriate premiums, fringe benefits (including without limitation car allowances), option grants, equity awards, employee benefits and other similar items of compensation. 

(c) “Board” means the Board of Directors of the Company. 

(d) “Cause” means with respect to a Participant, the occurrence of any of the following events: (i) such Participant’scommission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act ofdishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’sunauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s employment is either for Cause orwithout Cause shall be made by the Company in its sole discretion. Any determination by the Company that the employment of a Participant was terminated by reason of dismissal without Cause for the purposes of this Plan shall have no effect upon anydetermination of the rights or obligations of the Company or such Participant for any other purpose. 

(e) “Change in Control” means the occurrence of any of the following events priorto the automatic termination of this Plan as provided in Section 6(b): 

(1) The consummation of a merger or consolidationof the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or otherreorganization is not owned by persons who were stockholders of the Company immediately prior to such merger, consolidation or other reorganization, in substantially the same relative proportions as their ownership of the combined voting power ofthe Company immediately prior to such merger, consolidation or other reorganization; 

(2) There is consummated a sale, lease,exclusive license or other disposition of all or substantially all of the assets of the Company, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company to an entity, more than 50%of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale,lease, license or other disposition; 

(3) When a majority of the incumbent directors on the Board are replaced by newdirectors within any 18-month period; provided, however, that each director (i) whose election has been approved by a vote of at least a majority of the directors who were either incumbent directors at the beginning of the period or elected ornominated in accordance with clause (i) or (ii) of this Section 2(e)(3) during such period or (ii) whose nomination for election by the Company’s stockholders has been approved by a committee of the Board, a majority ofwhose members are directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section 2(e)(3) during such period shall be deemed to be an“incumbent director” and not a “new director” for purposes of this Section 2(e)(3); or 

(4) Any“person” that (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, ofsecurities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections ofdirectors (the “Base Capital Stock” ); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of BaseCapital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of theCompany. 

The term “Change in Control” shall not include a transaction, the sole purpose of which is to change the state of theCompany’s incorporation. 

(f) “Company” means American Technology Corporation or, following a Change inControl, the surviving entity resulting from such transaction or the parent company of such surviving entity. 

(g)“Compensation Committee” means the Compensation Committee of the Board. 

(h) “Covered Termination” means, with respect to a Participant who immediatelyprior to a termination of employment was an employee of the Company, such Participant’s termination of employment by the Company without Cause or a voluntary resignation of employment by the Participant for Good Reason; provided that theinvoluntary termination or the event giving rise to the resignation for Good Reason, as applicable, occurs within the three-months prior to, or 12 months following, the effective date of a Change in Control. 

(i) “Good Reason” means, with respect to a Participant, the occurrence of one or more of the following events, if applicable,without such Participant’s express written consent: 

(1) A material reduction in such Participant’s authority, dutiesor responsibilities (and not simply a change in title or reporting relationships); 

(2) A material reduction by the Company insuch Participant’s Base Salary; 

(3) A material adverse change by the Company to Participant’s Target Bonus or tothe criteria, milestones or objectives related to such Participant’s Target Bonus that is reasonably likely to result in the Participant earning less than his or her Target Bonus during the subsequent applicable period; 

(4) A relocation of the Participant’s principal place of work to a location that would increase the Participant’s one-way commutefrom his or her personal residence to the new principal place of work by more than 50 miles. 

Notwithstanding the foregoing, a Participantshall have “Good Reason” for his or her resignation only if: (a) the Participant notifies the Company in writing, within 30 days after the occurrence of one of the foregoing events, that he or she intends to terminate his or heremployment no earlier than 30 days after providing such notice; (b) the Company does not cure such condition within 30 days following its receipt of such notice or states unequivocally in writing that it does not intend to attempt to cure suchcondition; and (c) the Participant resigns from employment within 180 days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so. 

(j) “Health Severance Benefits Period” means 24 months. 

(k) “Participant” means an individual who (i) is employed by the Company or its Affiliates, (ii) has been designatedeligible to participate in the Plan by the Compensation Committee in its sole discretion (either by a specific designation or by virtue of being a member of a class of employees who have been so designated) and (iii) who has received aParticipation Notice from the Company and elected to participate in the Plan by executing and returning such Participation Notice to the Company within the time period set forth therein. 

(l) “Participation Notice” means the latest notice delivered by the Company to a Participant substantially in the form of ExhibitA hereto or such other form as may be approved by the Plan Administrator. 

(m) “Payment Commencement Date” means,with respect to a Participant, (i) if such Covered Termination occurs prior to the applicable Change in Control, the later of (A) such Change in Control or (B) the effective date of the Release (as defined below) or (ii) if suchCovered Termination occurs on or after the applicable Change in Control, the later of (X) the date of such Covered Termination or (Y) the effective date of the Release. 

(n) “Plan Administrator” means the Company. 

(o) “Target Bonus” means the target bonus (i.e., the annual bonus amount payableto a Participant in cash, common stock or other property if exactly 100% of all performance goals are achieved) most recently approved by the Compensation Committee or the Board for such Participant prior to the earlier of (i) the PaymentCommencement Date and (ii) any reduction in Target Bonus that would permit such Participant to voluntarily terminate employment for Good Reason. 

(p) “Vesting Acceleration Benefit” means the remainder of all vesting installments, whether time-based or performance-based, for a Participant. 

The following additional terms are defined in the Section identified below: 

 

**TERM**
  **SECTION**
“Additional Gross-Up Payment”
  5(d)(3)
“Adoption Date”
  1
“COBRA”
  7(a)
“Code”
  4(a)(3)
“ERISA”
  9
“Excise Tax”
  5(d)
“Gross-Up Payment”
  5(d)
“Payment”
  5(d)
“Plan”
  1
“Release”
  3
**Section 3.     ELIGIBILITY FOR BENEFITS.**

Subject to the requirements set forth in this Section, the Company shall provide change in control severance benefits under the Plan to theParticipants. In order to be eligible to receive benefits under the Plan, a Participant must (i) experience a Covered Termination and (ii) execute a general waiver and release (the “Release”) in substantially the form attachedhereto as Exhibit B (or as then may be required by law to effect a release of claims), and such Release must become effective in accordance with its terms; provided, however, that no such Release shall require the Participant to forego any unpaidsalary, any accrued but unpaid vacation pay or any benefits payable pursuant to this Plan. With respect to any outstanding option held by the Participant, no provision set forth in this Plan granting the Participant additional rights to exercise theoption can be exercised unless and until the Release becomes effective. 

The Participant must execute the Release within thetime period set forth therein, but in no event later than (x) if a Change in Control shall have occurred prior to such Covered Termination, 45 days following termination of employment or (y) if a Change in Control shall not have occurredprior to such Covered Termination, the later of (A) 45 days following termination of employment or (B) ten days following such Change in Control, and such release must become effective in accordance with its terms. 

Unless a Change in Control has occurred, the Plan Administrator, in its sole discretion, may modify the form of the required Release tocomply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with the Participant; provided, that, after a Change in Control occurs, the Plan Administratormay modify the form of required Release only if necessary to comply with applicable law. 

**Section 4.     AMOUNT OFBENEFIT.**

(a) Provision of Benefits. Subject to the limitations and reductions provided in this Plan, benefits underthis Plan, if any, shall be provided to the Participants described in Section 3 in the

following amounts. Effective commencing with the Payment Commencement Date, such Participant shall receive the following severance package: 

(1) Cash Severance Benefits. The Company shall make a cash severance payment to the Participant in an amount equal to 24 months ofBase Salary. Any such payment pursuant to this Section 4(a)(1) shall be in a single lump sum to be paid within 10 days following the Payment Commencement Date. 

(2) Bonus Severance Benefits. The Company shall make a cash severance payment to the Participant in an amount equal to such Participant’s Target Bonus. Any such bonus payment pursuant to thisSection 4(a)(2) shall be in a single lump sum to be paid within 10 days following the Payment Commencement Date. 

(3)Health Severance Benefits. During the Health Severance Benefits Period, the Company will pay all premiums for group medical, dental and vision coverage elected by such Participant for the Participant and his or her eligible dependents underany individual policy providing group medical, dental and vision benefits substantially similar to those provided to Participant immediately prior to his or her termination of Service. 

(4) Equity Award Acceleration. The vesting and exercisability of all outstanding options to purchase the Company’s common stockissued pursuant to any equity incentive plan of the Company or any Affiliate that are then held by the Participant on such date shall be accelerated to the extent applicable so that the Participant shall receive the Vesting Acceleration Benefit, anyreacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to the Participant by the Company shall lapse so that the Participant shall receive the Vesting Acceleration Benefit,and the vesting of any other stock awards granted to the Participant by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated so that the Participant shall receive the Vesting AccelerationBenefit. If the Covered Termination occurs prior to the applicable Change in Control, such vesting acceleration shall be deemed effective as of the date of the Covered Termination. Notwithstanding the foregoing, this Section 4(a)(4) shall notapply to stock awards issued under or held in any plan sponsored by the Company or an Affiliate that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Notwithstanding the provisions of this Section 4(a)(4), inthe event that the provisions of this Section 4(a)(4) regarding acceleration of vesting of an option would adversely affect a Participant’s option (including, without limitation, its status as an incentive stock option underSection 422 of the Code) that is outstanding on the date the Participant commences participation in the Plan, such acceleration of vesting shall be deemed null and void as to such option unless the affected Participant consents in writing tosuch acceleration of vesting as to such option at the time he or she becomes a Participant. 

(b) Certain Reductions.Notwithstanding any other provision of the Plan to the contrary, any benefits payable to a Participant under Sections 4(a) of this Plan shall be reduced (but not below zero) by any severance benefits payable by the Company or an Affiliate to suchParticipant under any other policy, plan, program, agreement or arrangement, including, without limitation, a contract between such Participant and any entity, covering such Participant. In addition, to the extent that any federal, state or locallaws, including, without limitation the Worker Adjustment Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or any similar state statute, require the Company to give advance notice or make a payment of any kind to a Participantbecause of that Participant’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other similar event or reason, the benefits payable under Sections 4(a)(1) and4(a)(3) of this Plan shall either be reduced or eliminated by such required payments or notice. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of a Participant’s involuntarytermination of employment for the foregoing reasons, and the Plan Administrator shall so construe and implement the terms of the Plan. 

(c) Application of Section 409A. Any compensation and benefits payable under thePlan are intended to be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, if the Company determines that any payments hereunder fail tosatisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed until six months after separation from service if the Participant is a “specified employee” within the meaning ofthe aforesaid section of the Code at the time of such separation from service. 

(d) Withholding. All payments under thePlan will be subject to all applicable withholding obligations of the Company, including, without limitation, obligations to withhold for federal, state and local income and employment taxes. 

**Section 5.     LIMITATIONS ON BENEFITS.**

(a) Mitigation. Except as otherwise specifically provided herein, a Participant shall not be required to mitigate damages or the amount of any payment provided under the Plan by seeking otheremployment or otherwise, nor shall the amount of any payment provided for under the Plan be reduced by any compensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participantafter the date of service or employment termination. 

(b) Non-Duplication of Benefits. No Participant is eligible toreceive benefits under this Plan more than one time. 

(c) Indebtedness of Participants. To the extent permitted by law,if a Participant is indebted to the Company or an Affiliate on the date of his or her termination of employment or service, the Company reserves the right to offset any severance benefits payable in cash under the Plan by the amount of suchindebtedness. A Participant may be required to execute an agreement to such effect if requested by the Company. 

**Section6.     RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.**

(a) Exclusive Discretion. The PlanAdministrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation,definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations,computations and other actions of the Plan Administrator shall be binding and conclusive on all persons. 

(b) Change ofState of Incorporation, Amendment or Termination. The Board reserves the right to change the state of incorporation, and the Board and the Compensation Committee reserve the right to amend or terminate this Plan or the benefits providedhereunder at any time; provided, however, that no such change of state, amendment or termination shall impair or reduce the rights of a Participant unless such Participant consents to such amendment or termination of the Plan in writing.Notwithstanding the foregoing, the Plan shall automatically terminate on the tenth anniversary from the Adoption Date, unless extended by the Board or the Compensation Committee. Any action amending, terminating or extending the Plan shall be inwriting and executed by the Board or the Compensation Committee. 

**Section 7.     CONTINUATION OF CERTAIN EMPLOYEE BENEFITS.**

(a) COBRA. Each Participant who is enrolled in a group medical, dental or vision plan sponsored by the Company or an Affiliate may beeligible to continue coverage under such group medical, dental or vision plan (or to convert to an individual policy), at the time of the Participant’s termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985(“COBRA”). The Company will notify the Participant of any such right to continue group medical coverage at the time of termination of the Health Severance Benefits. No provision of this Plan will affect the continuation coverage rulesunder COBRA. Therefore, the period during which a Participant may elect to continue the Company’s group medical, dental or vision coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be madeavailable to the Participant, and all other rights and obligations of the Participant under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the COBRA premium reimbursements madeby the Company, if any, the Participant will be responsible for the entire payment of premiums required under COBRA for the duration, if any, of the COBRA period. 

(b) Other Employee Benefits. All non-health benefits (such as life insurance, AD&D, disability and 401(k) plan coverage) terminate as of an employee’s termination date (except to theextent that a conversion privilege may be available thereunder). 

**Section 8.     NO IMPLIED EMPLOYMENT CONTRACT.**

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ or serviceof the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time and for any reason, which right is hereby reserved. 

**Section 9.     LEGAL CONSTRUCTION.**

This Plan isintended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of California. The Plan, as a“severance pay arrangement” within the meaning of Section 3(2)(B)(i) of ERISA, is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under section 3(2) ofERISA, and is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations §2510.3-2(b).

**Section 10.     CLAIMS, INQUIRIES AND APPEALS.**

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present orfuture rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is: 

American Technology Corporation 

Attn: Chief Financial Officer 

15378 Avenue of Science, Suite 100 

San Diego, CA 92128

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the PlanAdministrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department ofLabor. The written notice of denial will be set forth in a manner

designed to be understood by the employee and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of anyinformation or material that the Plan Administrator needs to complete the review and an explanation of the Plan’s review procedure. This written notice will be given to the applicant within 90 days after the Plan Administrator receives theapplication, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of theextension will be furnished to the applicant before the end of the initial 90-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to renderits decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application shall be deemed to be denied. The applicant will then be permitted to appeal the denial inaccordance with the review procedure described below. 

(c) Request for a Review. Any person (or that person’sauthorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Compensation Committee within 60 days after the application is denied. A request for areview shall be in writing and shall be addressed to: 

Compensation Committee 

Attn: Chairman 

c/o American Technology Corporation 

15378 Avenue of Science,Suite 100 

San Diego, CA 92128 

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or herrepresentative) shall have the opportunity to submit (or the Compensation Committee may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or herrepresentative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, recordsand other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. 

(d) Decision on Review. The Compensation Committee will act on each request for review within 60 days after receipt of the request,unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicantwithin the initial 60 day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Compensation Committee is to render its decision on the review. The Compensation Committeewill give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Compensation Committee confirms the denial of theapplication for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based. If written notice of the Plan Administrator’sdecision is not given to the applicant within the time prescribed in this Section 10(d) the application will be deemed denied on review. 

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities inreviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense. 

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may bebrought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by the Plan Administrator that the application is denied (orthe application is deemed denied due to the Plan Administrator’s failure to act on it within the established time period), (iii) has filed a written request for a review of the application in accordance with the appeal procedure describedin Section 10(c) above, and (iv) has been notified in writing that the Compensation Committee has denied the appeal (or the application is deemed denied due to the Plan Administrator’s failure to act on it within the established timeperiod). 

**Section 11.     BASIS OF PAYMENTS TO AND FROM PLAN.**

All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded, and benefits hereunder shall be paid only from thegeneral assets of the Company. A Participant’s right to receive payments under the Plan is no greater than that of the Company’s unsecured general creditors. Therefore, if the Company were to become insolvent, the Participant might notreceive benefits under the Plan. 

**Section 12.     SUCCESSORS AND ASSIGNS.**

This Plan shall be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor bymerger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person actively adopts or formally continues the Plan. Participants, to the extent they are otherwise eligiblefor benefits under the Plan, are intended third party beneficiaries of this provision. 

**Section 13.     EXECUTION.**

To record the adoption of the Plan as set forth herein, American Technology Corporation has caused itsduly authorized officer to execute the same this 30th dayof April, 2009. 

 

AmericanTechnology Corporation
/s/ Daniel HunterDaniel HunterChairman of the Compensation Committee ofthe Board of Directors

EXHIBIT A 

PARTICIPATION NOTICE AND ACKNOWLEDGEMENT 

To:                                                                                

Date:                                                                           

Deadline to Return ParticipationNotice:                       

American Technology Corporation (the “Company”) has adopted the Change in Control Severance Benefit Plan (the “Plan”). The Company is providing you with this Participation Notice toinform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and thisParticipation Notice, which together also constitutes a summary plan description of the Plan. 

In consideration for the benefits set forth inthe Plan, each Participant’s change in control benefits shall be governed by the terms of the Plan and the Plan shall supersede and replace any individually negotiated change in control benefits in any employment contract or agreement and allchange in control benefits payable to you as set forth in any agreement, including offer letters, with the Company entered into prior to the date hereof. 

If you choose to participate in the Plan, please return to the Company (Attn. Chief Financial Officer) a copy of this Participation Notice and Acknowledgement signed by you and retain a copy, along withthe Plan document, for your records. Please note that you are not a Participant in the Plan until you execute and return this Participation Notice and Acknowledgement to the Company. 

The undersigned hereby acknowledges receipt of the foregoing Participation Notice. In the event the undersigned holds outstanding stock options as of the date of this Participation Notice, the undersignedhereby (check one box—failure to check a box will be deemed the selection of the second alternative): 

 
 
 ̈
  accepts all of the benefits of Section 4(a)(4) of the Plan regardless of any potential adverse effects on any outstanding option 
 ̈
  accepts the benefits of Sections 4(a)(4) of the Plan that have no adverse effect on outstanding options or other stock awards and rejects the benefits of Sections 4(a)(4) of thePlan as to those outstanding options and other stock awards that would have potential adverse effects 
 ̈
  other (please describe):                                                                                                                                                                                                         
                                                                                                                                                                                                                                                             

The undersigned acknowledges that he/she has been advised to obtain tax and financial adviceregarding the consequences of this election including the effect, if any, on the status of the stock options for tax purposes under Sections 409A and 422 of the Internal Revenue Code. 

 

American Technology Corporation
  [Participant Name]
By:
 
                                                                                          
  
Its:
 
                                                                                          
  
Participant Signature                                                                          

EXHIBIT B 

RELEASE AGREEMENT 

I understand and agree completely to the terms set forth in the AmericanTechnology Corporation Change in Control Severance Benefit Plan (the “Plan”). 

I understand that this Release, together with thePlan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly statedtherein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Certain capitalized terms used in this Release are defined in the Plan. 

I hereby confirm my obligations under the Company’s Employee Proprietary Information and Inventions Agreement. 

In exchange for the consideration to be provided to me under the Plan to which I am not otherwise entitled, I hereby generally and completely releaseAmerican Technology Corporation and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the“Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Agreement(collectively, the “Released Claims”). The Released Claims include, but are not limited to: (1) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (2) allclaims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company;(3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation ofpublic policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), thefederal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the followingare not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, oroperating agreements of the Company, or under applicable law; or (2) any rights which are not waivable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding beforethe Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding.I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims. 

I acknowledge and represent that I have not suffered any age or other discrimination, harassment, retaliation, or wrongful treatment by any Released Party.I also acknowledge and represent that I have not been denied any rights including, but not limited to, rights to a leave or reinstatement from a leave under the Family and Medical Leave Act of 1993, the California Family Rights Act, the UniformedServices Employment and Reemployment Rights Act of 1994, or any similar law of any jurisdiction. I further acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that theconsideration given for the Released Claims is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as

required by the ADEA, that: (a) the Released Claims do not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior tosigning this Release (although I may choose voluntarily not to do so); (c) I have 21 days to consider this Release (although I may choose to voluntarily to sign it sooner); (d) I have seven days following the date I sign this Release torevoke the Release by providing written notice to an officer of the Company; and (e) the Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign thisRelease (“Effective Date”). 

I acknowledge that I have read and understand Section 1542 of the California Civil Code whichreads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or hersettlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder. 

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protectionsfor which I am eligible, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim. 

 

EMPLOYEE
EmployeeSignature                                                          EmployeeName                                                                 Date: