Exhibit
10.24  Corporate Office: 4281 Technology Drive   Fremont, CA 94538   Ph: 510-438-4700   Fax: 510-353-0668   www.axt.com  October 30, 2009  Mr. Robert G. Ochrym  Dear Bob:  It is my pleasure to
offer you continuing employment with AXT, Inc. (AXT), in a new position
on the following terms.  1.Employment and Duties  You will be employed by
AXT as Vice President, Business Development ,Strategic Sales and Services.  Your duties and responsibilities will include
assisting the CEO in developing sales and marketing strategies, negotiating
major sales contracts, analyzing AXTs competition, identifying our major
markets, benchmarking our sales prices, and making managing contracts with our
sales agents and such other tasks as you may be assigned from time to
time.  You will devote your full time,
ability, attention, energy, knowledge, skill, and productive employment time
solely to performing your duties as an employee of AXT.  You will comply with all of AXTs rules and
policies.  However, except as specifically
described below, if there is any conflict between any such rule or policy
and the terms of this letter, the latter will prevail.  2.Start Date  If you accept this offer,
you will assume your new position on October 26, 2009.  3.Compensation  (a)Base Salary.  In
consideration of your services to AXT, you will receive a new base salary equal
to Two Hundred Thirty Thousand Dollars ($ 230,000 00) per year, paid in United
States dollars in equal biweekly installments, from which AXT will withhold and
deduct all applicable taxes to the extent required by law.  Your salary will be annually reviewed by the
Company.  You may be subject to
adjustment based upon various factors including, but not limited to, your
performance and the Companys profitability.  (b)Stock Options.  You will be
granted an option to purchase Fifty Thousand (50,000) shares of AXTs common
stock pursuant to the terms of its currently effective stock option plan, the
terms of which shall supersede any inconsistent term of this letter.  The option will have an exercise price equal
to the Market Closing Price of AXTs common stock on the


date set out in Section 2,
above.  Shares subject to this grant
shall vest over a four (4) year period according to the following
schedule:  1) Twenty-Five percent (25%)
of the option will vest upon the successful completion of your first years
employment under this agreement; 2) Beginning in your second year of employment
under this agreement, the balance of the option will vest in equal monthly installments
upon your successful completion of each of the next thirty-six (36) months
employment.  Additional grants may be
made based on performance at the Companys discretion.  (c)Annual Bonus.  You will be
eligible to participate in bonus plans as approved for your position by AXTs
Board of Directors.  (d)Business Expenses.  You will be
entitled to reimbursement by AXT for such customary, ordinary, and necessary
business expenses as are incurred by you in the performance of your duties and
activities associated with promoting or doing AXTs business.  All expenses as described in this paragraph
will be reimbursed only upon presentation by you of such documentation as may
be reasonably necessary to substantiate that all such expenses were incurred in
the performance of your duties.  (e)Directors and Officers Insurance. 
Directors and Officers Insurance is currently maintained by the Company
and, to the extent that such insurance remains available to the Company upon
terms acceptable to the Company, the Company will use its best commercial
efforts to continue to maintain such insurance at such levels as the Companys
Board of Directors may approve from time to time.  (f)Vacation and Sick Leave.  You will
accrue vacation and sick leave pursuant to AXTs policies on the same terms as
other, similarly situated employees, provided that at no time will you be
permitted to have accrued more than thirty (30) days of vacation.  At any time you accrue this amount of vacation,
you will not earn additional vacation until you use vacation time so that your
accrual drops below this thirty (30) day maximum.  You agree to schedule your vacations at times
that are approved by your direct supervisor.  (g)Benefits.  You will be
eligible for health insurance, retirement, and other benefits on the same basis
as other similarly situated employees of AXT.  4.Outside Activities  While employed by AXT,
and unless otherwise agreed in writing, you will not: 1) Undertake any other
form of employment or other activity that may negatively affect the performance
of your duties as an employee of AXT; 2) Directly or indirectly, either as an
employee, employer, consultant, agent, principal, partner, shareholder,
corporate officer, director, or in any other capacity, engage or assist any third
party in engaging in any business competitive with the business of AXT or any
parent, subsidiary or affiliate. 
Following your employment with AXT, you will not engage in unfair
competition with AXT or any parent, subsidiary or affiliate, aid others in any
unfair competition with AXT or any parent, subsidiary or affiliate, in any way
breach the confidence that AXT or any parent, subsidiary or affiliate has
placed in you.  2


5.Proprietary Rights and Confidentiality,
Code of Business Conduct and Ethics, and Insider Trading Policy  You have signed
AXTs Proprietary Information and Inventions Agreement, Code of Business
Conduct and Ethics, and Insider Trading Policy, which remain in force as to
you.  Your trading in AXT stock will
remain be subject to the restrictions of the Companys Insider Trading Policy.  6.Termination of Employment  Your employment
with AXT can end in the following ways, among others:  (a)By Disability.  If, in the
sole opinion of AXTs President, you are prevented from properly performing
your duties by reason of any physical or mental incapacity for a period of more
than ninety (90) days in the aggregate in any twelve-month period, then to the
extent permitted by law, your employment with AXT shall terminate.  AXTs total liability in the event of such
disability termination shall be limited to payment of your salary and other
earned compensation through the effective date of your disability termination.  (b)For Cause.  Your employment
may be terminated by AXT under any one of the following circumstances, any of
which shall be deemed, and shall be sufficient to constitute, termination for
cause:  (i)You commit any act of fraud,
misappropriation, theft, dishonesty, or other act of moral turpitude;  (ii)You breach or neglect the duties you are
required to perform under the terms of this Agreement.  (iii)You
engage in willful misconduct in the performance of your duties hereunder,
commit insubordination (in the sole, reasonable discretion of your supervisor
or AXTs Board of Directors), or otherwise fail to perform your duties
hereunder as directed by your supervisor or AXTs Board of Directors.  (iv)You are guilty of, convicted of, or plead
guilty or nolo contendre to, a felony, crime of
moral turpitude or other serious offense.  AXTs total liability to
you in the event of termination of your employment under this section shall be
limited to the payment of your salary 
and other earned compensation through the effective date of termination.  (c)Without Cause.AXT reserves
the right to terminate you at any time, without cause or for any reason
whatsoever upon written notice to you. 
AXTs total liability to you in the event of termination of your
employment under this section is limited to the payment of your salary and
other eared compensation through the effective date of termination and any  3


severance pay to which
you may be entitled under any AXT severance pay plan or policy.  You hereby agree that AXT may dismiss you
under this paragraph (c) without regard: 
(1) to any general or specific policies (whether oral or written)
of AXT relating to the employment or termination of its employees; or (ii) to
any statements made to you, whether made orally or contained in any document
pertaining to your relationship with AXT.  (d)Mutual Consent.  Your
employment will be terminated upon mutual written consent of AXT and you.  AXTs total liability to you in the event of
termination of employment under this subsection shall be limited to the payment
of your salary and other earned compensation through the effective date of
termination.  (e)Your Resignation.  You may
terminate your employment by providing AXT with six (6) weeks written notice
of such termination.  AXTs total
liability to you in the event of termination of employment under this
subsection will be limited to the payment of your salary and other earned
compensation through the effective date of termination.  (f)Change in Control.  If a change
in control of AXT takes place, and within twelve (12) months thereafter, you
incur an involuntary separation from service (within the meaning of Treas. Reg.
§ 1.409A-1(n)), AXTs total liability to you will be limited to the payment of your
salary and other earned compensation through the effective date of the
involuntary separation from service plus severance in a gross amount equal to
one (1) year of your then current annual salary,. plus continuation of
coverage in the AXT group heatlh plan and acceleration of your stock options as
indicated below.  (i)Your entitlement to severance is conditioned upon your
execution of a general release agreement, in a form determined by AXT.  The severance will be paid, or begin to be
paid, as soon as administratively feasible after your right, if any, to revoke
the general release has expired.  If you
do not execute the release agreement within 60 days of separation from service
or if you revoke the release agreement, you will not be entitled to the severance.  (iii)For purposes of this subsection, a change in control
of AXT means a change in the ownership or effective control of AXT or a change
in the ownership of a substantial portion of the assets of AXT, within the
meaning of Treas. Reg. § 1.409A-3(i)(5).  (iv)For purposes of this subsection, a voluntary
separation from service for good reason is treated as an involuntary separation
from service.  Good reason is deemed to
exist if and only if the separation from service occurs within twelve (12) months  following the initial existence of one or
more of the following conditions arising without your consent:  (A)A material diminution in your base compensation, other
than as part of a general reduction in the base compensation of all similarly
situated employees.  4


(B)A material diminution in your authority, duties or
responsibilities.  (C)A material diminution in the authority, duties or
responsibilities of the supervisor to whom you are required to report,
including a requirement that you report to a corporate officer or employee
instead of reporting directly to the Board.  (D)A material diminution in the budget over which you
retain authority.  (E)A material change in the geographic location at which
you must perform services.  (F)Any other action or inaction that constitutes a
material breach by AXT of this Agreement.  (v)In addition, AXT will reimburse you for the premiums
necessary for you to maintain coverage in the AXT group health plan for the
period during which you would be entitled (or would, but for this Agreement be
entitled) to continuation coverage under section 4980B of the Internal Revenue
Code (COBRA);  (vi)Any outstanding stock options that you may hold shall
vest at the time your right, if any, to revoke the general release described
above has expired.  This vesting right is
in addition to any vesting rights that are provided in your option agreement or
agreements.  The limit on your time to
exercise shall continue to be tied to your termination of employment.  7.Offices.  Upon termination of employment for any reason
whatsoever, you shall be deemed to have resigned from all offices and
directorships then held with AXT.  8.Arbitration  (a)Arbitration Required.  Any dispute,
claim, or controversy arising out of or related to your employment with AXT or
the termination of that employment shall be resolved exclusively through final
and binding arbitration..  This agreement
to arbitrate includes all state, federal and foreign statutory or common law
claims, including but not limited to discrimination claims arising under the
California Fair Employment and Housing Act, Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment
Act, or under the California Labor Code. 
Any demand for arbitration must be made within one (1) year of the
termination of employment, provided, however, that if a claim arose under a
statute providing for a longer time to file a claim, that statute shall govern.  (b)Costs or Fees.All
administrative costs of the arbitration, such as arbitrator and court reporting
fees, shall be divided equally between AXT and you, unless otherwise required
by law.  Each party shall bear its other
costs of arbitration, including attorneys fees,  5


provided, however, that
the arbitrator(s) may award attorneys fees to the prevailing party under
the provisions of any applicable law.  (c)Representation.  You may, but
are not required to, have an attorney represent you in preparation for and
during the arbitration.  If you decide to
use an attorney, you shall be solely responsible for the payment of attorneys
fees and costs, subject to any statutory authority of the arbitrator to order
reimbursement by AXT.  (d)Arbitration Procedure.  All disputes
subject to arbitration under this Agreement shall be resolved by a single
arbitrator selected by the parties, and judgment on the award rendered by the
arbitrator(s) may be entered by any court having jurisdiction
thereof.  The arbitrator shall have the
authority to make any award that would be made by a court, but the arbitrator
shall not have the authority to amend, modify, supplement or change the terms
and conditions of employment set forth in this letter or AXTs policies.  (e)Location.  The location
of the arbitration shall be Alameda County or San Francisco, California.  (f)Waiver of Right to Jury Trial. 
You agree that if for any reason any dispute or controversy between you
and AXT arising from or related to your employment or the termination of your
employment is resolved in court rather than through arbitration, then, to the
extent permitted by law,  trial of that
dispute will be to a judge sitting without a jury, and you specifically waive
any right you may have to trial by jury of any such dispute or controversy.  (g)Survival.Your agreement
to arbitrate and the terms of this Section  will survive the termination
of your employment with AXT.  (h)Employee Acknowledgment.YOU UNDERSTAND THAT YOU ARE ELECTING TO RESOLVE ANY DISPUTE, CLAIM OR
CONTROVERSY DESCRIBED IN SECTION 8(a), ABOVE, IN AN ARBITRAL FORUM RATHER
THAN A JUDICIAL FORUM AND THAT YOU ARE GIVING UP THE RIGHT TO A JURY TRIAL OF
ANY SUCH DISPUTE, CLAIM, OR CONTROVERSY.  9.Modification  Any modification
of the terms of this letter will be effective only if and to the extent such
modification is in a writing and signed by you and by the President of AXT.  10.Assignment  In view of the
personal nature of the services you will perform by AXT, you cannot assign or
transfer any of your rights or obligations under this Agreement.  6


11.Severability  If any of the
provisions (or any part of any provision) of this letter are found to be
unenforceable, then the remaining provisions (or part(s) thereof) shall
nonetheless remain in full force and effect.  12.Entire Agreement  The terms of this
letter constitute the entire agreement between AXT and you pertaining to the
subject matter hereof and supersede all prior or contemporaneous written or
verbal agreements and understandings in connection with the subject matter
hereof including, without limitation the offer of employment dated May 20,
2005, and the amendment thereto dated July 26, 2007.  13.Section 409A of the Internal Revenue Code  (a)This agreement is intended to conform to the
requirements of section 409A of the Internal Revenue Code and the related
regulations and other guidance.  The
provisions of this agreement shall be interpreted accordingly.  All provisions of this areement relating to
nonqualified deferred compensation subject to section 409A shall be deemed to
incorporate, be subject and subordinate to, be modified by, be conditioned by,
and interpreted to avoid the tax consequences of, section 409A, its pursuant
regulations, and other authoritative guidance.  (b)Notwithstanding any other provision of this agreement
to the contrary, when section 409A applies, any payments and benefits to be
made to you upon your termination of employment for any reason may only be made
upon your separation from service, as that term is defined by Treasury
Regulation § 1.409A-1(h)..  Where Section 409A
applies, (i) each payment made under this agreement shall be treated as a
separate payment; (ii) you may not, directly or indirectly, designate the
calendar year of payment; and (iii) no acceleration or deferral of the
time and no change in the form of payment of any nonqualified deferred
compensation or any portion thereof shall be permitted.  (c)The parties stipulate and agree that any promise of a
payment or benefit, including the acceleration, accrual, or deferral of a
payment or benefit, which triggers the tax consequences of section 409A shall
be deemed not promised in the first instance by this agreement.  14.Governing Law  Your rights and
obligations as an employee of AXT will be governed by the laws of the State of
California without regard to the choice-of-law provisions thereof.  In any action relating to your employment by
AXT, including one to compel arbitration or to 
enforce an arbitration award under Section  , AXT and you
specifically consent to the jurisdiction of the federal and state courts
located in Alameda County, California.  7


If you wish to accept
this offer of employment, please sign in the space provided below.  By signing below, you acknowledge that you
have received no inducements or representations other than those contained in
this letter that caused you to accept this offer of employment.  We look forward to your continued
contributions to AXT.  Very truly yours,Morris YoungChief Executive OfficerOffer Accepted:
  /s/ Robert G. Ochrym
  
  Date:
  10/30/2009Robert
  G. Ochrym  8