altair_10k-ex1032.htm


    
      Exhibit
10.32

       

      MANDATE
& CONTRACTORSHIP AGREEMENT (SUI GENERIS)

    

     

    Between
the undersigned:

     

    The
company ALTAIRNANO NANOMATERIALS, Inc. a Nevada corporation, with offices at 204
Edison, RENO, NV 89502, USA, hereby represented by Alan Gotcher in his capacity
as CEO;

     

    hereinafter
referred to as "ALTAIRNANO",

     

    And

     

    Rik
DOBBELAERE domiciled at 3071 ERPS-KWERPS, Kammestraat 7, Belgium,

     

    hereinafter
referred to as "DOBBELAERE",

     

    IT IS SET FORTH
:

     

    Whereas
ALTAIRNANO is engaged in the business of nanotechnology and wants to develop its
business in Europe. The Board of Directors hereby represented by ...Alan Gotcher
in his capacity of CEO wants to nominate DOBBELAERE as President Europe of
ALTAIRNANO and to charge him to lead the Division in Europe and therefore
delegate specific powers. Simultaneously DOBBELAERE will have to ensure specific
obligations with respect to this mandate.

     

    IT HAS BEEN AGREED AS
FOLLOWS:

     

    Article 1 -
Object

     

    Subject
to the terms and conditions of this Agreement, DOBBELAERE undertakes to
:

    
    

     

    
      	-	Execute the mandate
      as President Europe Altairnano Inc., reporting to the
  CEO;


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              The President Europe
      is a key member of the senior management team of the Company, and is
      responsible for the overall leadership & development of the Company's
      Business in Europe while reporting to the CEO. Key responsibilities
      include: profitably drive the revenue and operating income of the European
      Business; develop and maintain the European Business strategic plan,
      annual plan, and budget; manage & develop collaborative partnerships,
      distribution channels and acquisition opportunities.

            
	 	 
	-	
              Demonstrate
      excellent leadership: ensure a good European team (as developed),
      adequately staffed with dedicated and motivated employees. Empower people,
      encourage initiatives and new ideas, cultivate an environment of mutual
      trust, honesty and respect, exercise teamwork across businesses &
      functions;

            
	 	 
	-	Develop strong
      relationships with the VP's and global functional leaders in the
      Company;
	 	 
	-	Ensure the
      representation of Altairnano Inc in general and conduction business
      transactions found in Europe on behalf of Altairnano Inc; which implies
      the right and authority to act on behalf, bind or incur obligations on
      behalf or in the name of Altairnano Inc. This aforesaid power to represent
      Altairnano Inc is submitted to the condition respect the governance
      policies of Altarinano.


    

     

    Article 2 - Execution in the
approved manner

     

    
      	
              2.1.

            	
              DOBBELAERE
      undertakes to execute the undersigned Agreement in the approved manner, to
      safeguard ALTAIRNANO's interests and to act loyally and in good
      faith.

            


    

     

    
      	
              2.2.

            	
              DOBBELAERE
      undertakes to report in writing, on a regular basis, to the CEO and others
      as designated.

            


    

     

    Article 3 -
Independence

     

    
      	
              3.1.

            	
              Within
      the scope of this Agreement DOBBELAERE shall never act under the
      ALTAIRNANO's authority. DOBBELAERE exercises his activities in his own way
      and according to his own
discretion.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2.

            	
              All
      and any documents exchanged, correspondence and negotiations carried on
      between ALTAIRNANO and DOBBELAERE shall be considered indispensable
      instruments enabling the parties to perform their tasks in accordance with
      their engagements. Under no circumstances shall they be construed as
      evidence for any authority of ALTAIRNAND over
  DOBBELAERE.

            


    

     

    
      	
              3.3.

            	
              DOBBELAERE
      shall comply with the legal social, fiscal and commercial obligations
      applicable to self-employed persons (contributions in the field of social
      security, advance levy on professional income, VAT, Crossroads Bank for
      Entreprises, ...).

            


    

     

    Article 4 - Duration
and termination

     

    
      	
              4.1.

            	
              The
      present Agreement is concluded for an indefinite duration. Each party can
      terminate the agreement observing a notice period of 3 months by means of
      a registered letter.

            


    

     

    
      	
              4.2.

            	
              Each
      party is entitled to terminate the present Agreement by law and with
      immediate effect if the other party should seriously infringe its
      contractual obligations and fails to correct or to stop this infringement
      upon receipt of a written reminder in which the defaulting party is
      requested to correct or to stop the infringement within 10 days as from
      the receipt thereof.

            


    

     

    
      	
              4.3.

            	
              Any
      notice or termination of the present Agreement shall be effected by means
      of a registered letter.

            


    

     

    Article 5 -
Consideration

     

    In
consideration of the execution of the Agreement, DOBBELAERE will benefit from a
sign-up stock option grant of 100,000 to 150,000 shares (tbd).

     

    During
the period of the agreement, ALTAIRNANO may grant from time to time to
DOBBELAERE options to purchase common shares and/or issue to the Service
Provider common shares.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
Following Condition to be discussed (not yet agreed:)

     

    In case
of Change of Control Event (definition as defined in current Altairnano
publications) all unvested Equity Awards shall immediately vest unless otherwise
requested by DOBBELAERE in writing.

     

    Article 6 -
Consequences of termination of the present Contract

     

    
      	
              6.1.

            	
              In
      the event of termination of the present Agreement in accordance with the
      above Article 5, MELPAR shall return all and any documents which have been
      put at his disposal by ALTAIRNANO or with the latter's approval, to
      ALTAIRNANO within 10 days as from the termination of the present Agreement
      at the latest.

            


    

     

    
      	
              6.2.

            	
              The
      termination of the present Agreement for whatever reason shall not
      prejudice the rights acquired by each
party.

            


    

     

    Article 7 -
Divisibility

     

    
      	
              7.1.

            	
              If
      any part or any clause of the present Agreement is for whatever reason
      found to be invalid or unenforceable, the remaining parts or clauses shall
      not be affected by this and shall remain valid and enforceable as if the
      invalid or unenforceable parts or clauses were not part of the present
      Agreement.

            
	 	 
	7.2.	Any
      such part or clause shall be replaced by a provision which, inasmuch as
      this is legally
      possible, comes closest to what the parties aimed at in the part or clause
      concerned.


    

    
       

      Article
8 - Non-transferability,

       

      The
present Agreement and the rights and obligations ensuing from it for the
ALTAIRNANO and MELPAR are neither directly nor indirectly transferable without
the other party's written consent.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Article 9 - Entire
agreement

       

      The
present Agreement constitute the entire agreement between the parties as regards
the subject matter of the present Contract and replace any previous negotiations
and agreements. Unless if explicitly otherwise provided in the present Agreement
the latter can only be modified or amended by means of a written agreement
signed by duly authorized representatives of both parties.

       

      Article 10 - Applicable
law and competent court of law

       

      
        	10.1.	The
      present Agreement shall be governed by and construed according to Belgian
      law.
	 	 
	
                10.2.

              	
                The
      courts of Brussels shall have exclusive jurisdiction over any dispute
      ensuing from the present Agreement between the
  parties.

              


      

       

      Thus
drawn up at ... on
January 23, 2008 in ..2 copies, of which each party acknowledges having received
one (1) original copy.

       

      
        	
                For
      ALTAIRNANO

              	
                FOR
      DOBBELAERE

              
	 
      	 
      
	
                /s/ Alan
      Gotcher

              	
                /s/
      signature

              
	
                Alan
      Gotcher, CEO

              	 
      
	 	 
	February
      11, 2008	 


      

    

     

     

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