alti_8k-ex1001.htm


    Exhibit 10.1

     

     

    


    EMPLOYMENT
AGREEMENT

    (Level
12 Officer)

    


    THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of  November 24, 2008, 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 Dan Voelker, 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 any location within a 20 miles radius of Anderson, Indiana.  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 (as defined below), 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.                Duties.  Employee’s
title shall be Vice President, Engineering & Operations of
Parent.  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 $205,000. 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, and that any future Equity
Awards shall provide,
that all otherwise unvested Equity Awards shall, unless otherwise
requested by Employee in writing, immediately vest as of the effective date of
the 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.  In all circumstances, the
bonus owing to Employee hereunder shall be paid to Employee prior to March 15th
of the year following the year in which the Employee has achieved the
agreed-upon performance objectives, such achievement being determined in the
sole discretion of the Board.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

    


    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 (vi) habitual neglect of or
deliberate or intentional refusal to perform Employee’s duties and obligations
under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 that cannot be cured or, if
capable of being cured, is not cured within fifteen (15) days after receipt of
written notice from the Employee of the need to cure; (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

            


    

    


    
      	
            	
              (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 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 if 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”), pay to or for the
benefit of Employee or, if applicable, Employee’s heirs or estate:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (a)

            	
              with
      respect to the Severance Period (as defined in Section 7.5 below),
      Employee’s base salary at a rate equal to Employee’s salary rate as of the
      date of termination, payable as follows: (i) all amounts that would
      otherwise be payable with respect to the six months immediately following
      Employee’s “separation from service” (as defined in Treasury Regulation
      Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall
      be accrued and paid within five business days following, but in no event
      prior to, the six-month anniversary of Employee’s Separation of Service
      or, if earlier, the date of Employee’s death; and (ii) all amounts payable
      with respect to portions of the Severance Period following the six-month
      anniversary of Employee’s Separation of Service shall be paid in
      accordance with the Company’s customary pay schedule;
  and

            


    

    


    
      	
            	
              (b)

            	
              Company
      health benefits coverage then in effect (with Company /Employee
      contributions remaining the same on a percentage basis as during the
      period immediately prior to termination) with respect to the Severance
      Period.

            


    

    


    The
foregoing payment structure is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
shall be interpreted consistently with that intent.

    


    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 the Company’s customary pay schedule,  to or for the benefit of
Employee or, if applicable, his heirs or estate, subject to (A) and (B)
below:

    


    
      	
            	
              (a)

            	
              Employee’s
      base salary at a rate equal to Employee’s salary rate as of the date of
      termination with respect to the Severance
  Period;

            


    

    


    
      	
            	
              (b)

            	
              Company
      health benefits coverage then in effect (with Company /Employee
      contributions remaining the same on a percentage basis as during the
      period immediately prior to termination) with respect to an eighteen-month
      period commencing on the first date of the Severance Period;
  and

            


    

    


    
      	
            	
              (c)

            	
              a
      bonus, payable within 30 days of the Company’s receipt of a Release, equal
      to the product of (i) sixty percent (60%) of Employee’s annualized
      base salary as of the date on which the which termination of Employee’s
      services occurs, multiplied by (ii) a fraction, the numerator of which is
      the number of days that have elapsed during the then-current calendar year
      and the denominator of which is
365.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything in this Section 7.4 to the contrary: (A) no base salary continuation or
bonus amount otherwise payable to the Employee under this Section 7.4 shall be
paid unless and until the Employee incurs a Separation from Service from the
Company during the Severance Period (with any amounts deferred as a result of
this subsection 7.4(A) being payable promptly following such Separation from
Service and as permitted by subsection 7.4(B)); and (B) any base salary and
bonus amounts that are otherwise due or payable under this Section 7.4 during
the six-month period following the Employee’s Separation from Service shall
instead be deferred and paid to the Employee within five business days after,
but in no instance prior to, the six-month anniversary of Employee’s Separation
from Service (or, if earlier, the date of Employee’s death) if and to the extent
that such amounts (1) do not constitute “separation pay due to involuntary
separation from service” (as defined in Treasury Regulation Section
1.409A-1(b)(9)(iii)); and (2) are subject to Code Section 409A.  All
base salary continuation amounts owing to Employee with respect to portions of
the Severance Period following the six-month anniversary of the Separation of
Service shall be paid in accordance with the Company’s customary pay
schedule.  The foregoing restrictions on the payment of continuing
base salary and bonus are intended to comply with the requirements of Section
409A of the Code and shall be interpreted consistently with that
intent.

    


    7.5           Severance
Period.  Subject to Section 7.7, the “Severance Period” shall
be the period beginning on the effective date of any termination of Employee’s
employment during the Term in a manner triggering a benefit under Section 7.3 or
7.4, as applicable, and ending on the 12-month anniversary of such termination
date.  Notwithstanding the foregoing, if (a) 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 during the
Term by Employee for Good Reason or by the Company without Cause on or before
the two-year anniversary of the Effective Date, or (b) 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 during the Term by Employee for Good
Reason or by the Company without Cause before the two-year anniversary of such
change in Employee’s place of employment, then in case of either (a) or (b) the
periods referred to in the definition of Severance Period shall be changed from
12-months to 16-months.

    


    7.6           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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.7           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 7.6 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 Nanomaterials Business (as
defined below).  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.  For purposes of this Agreement the “Nanomaterials Business”
means the development, marketing, use, modification or exploitation of any
technology or process for the production of pigments, metals, nanomaterials or
other materials from titanium containing ores and other feed materials for use
in any application being explored, considered or developed by any Consolidated
Company at any time while Employee is employed with any Consolidated Company,
including, without limitation, the production of titanium dioxide pigments, the
production of titanium metals, the production of pharmaceutical products or
pharmaceutical delivery devices,  the production of lanthanum based
phosphate and arsenic binding products, the production of battery materials,
batteries or other energy storage devices or the production of thermal spray
materials.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 substantially
similar to the Nanomaterials 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.

    


    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.

    


    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 the parties hereto with respect to the subject matter covered herein and
supersedes all prior oral or written understandings and agreements with respect
thereto.

    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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:  

                


        

        
          
            	 	_____________________
	 	_____________________
	 	_____________________


          

           

        

      

    

    
      
        
          
            	
                  	
                    (b)

                  	
                    To Parent
      and the 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]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      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/
      Terry
      Copeland                                                                               

                
	 
      	
                  Name:  Terry Copeland

                
	 
      	
                  Title:  President and CEO

                
	 
      	 
      
	 
      	 
      
	 
      	
                  PARENT:

                
	 
      	 
      
	 
      	
                  ALTAIR
      NANOTECHNOLOGIES INC.

                
	 
      	
                  a
      Canadian corporation

                
	 
      	 
      
	 
      	
                  By:  /s/ Terry
      Copeland                                                                               

                
	 
      	
                  Name:  Terry Copeland

                
	 
      	
                  Title:  President and CEO

                
	 
      	 
      
	 
      	 
      
	 
      	
                  EMPLOYEE:

                
	 
      	 
      
	 
      	
                  /s/ Dan
      Voelker                                                                                  

                
	 
      	
                  Dan
      Voelker, an
individual