Employment letter - Jordan


     

    Exhibit
      10.50

     

    
       

       

      October
        26, 2005

       

      Karen
        Jordan

      13114
        Evening Creek Drive S.

      San
        Diego, CA 92128

      
         

         

      

      Dear
        Karen,

       

      American
        Technology Corporation ("Company") is very pleased to confirm our offer of
        employment.
        This offer is contingent upon satisfactory results of all reference, education,
        and
        background checks and is based on the following terms and
        conditions:

       

      


      
        	
                Title:

              	
                Director
                  of Finance

              
	 	 
	
                Reporting
                  To:

              	
                Michael
                  A. Russell, Chief Financial Officer

              
	 	 
	
                Start
                  Date:

              	
                We
                  have an anticipated your start date as November 7, 2005

              
	 	 
	
                Salary:

              	
                Your
                  starting salary as an exempt employee will be $5,384.62 gross Bi-weekly
                  or
                  $140,000 annually.

              
	 	 
	
                Stock
                  Options: 

              	
                Management
                  will recommend to the Compensation Committee at its first meeting
                  following your start date, that you be granted stock options to
                  purchase
                  30,000 shares of common stock. These options are presently available
                  to
                  accommodate this recommendation. The Compensation Committee has
                  the
                  discretion to approve or deny the grant. The recommended options
                  will have
                  an exercise price equal to the fair market value of our common
                  stock
                  (determined in accordance with our 2005 Stock
                  Option Plan) on the date the Compensation Committee approves
                  the
                  grant, and will be exercisable for five (5) years after grant,
                  subject to
                  earlier termination as set forth in the 2005 Stock Option Plan.
                  The
                  recommended options will vest over four (4) years with 25% vesting
                  on the
                  first anniversary of grant, and then in equal quarterly installments
                  over
                  the following three years of continuous service with the
                  Company.

              
	 	 
	
                Health
                  Benefits: 

              	
                The
                  Company offers a comprehensive benefits plan that includes medical,
                  dental, vision, short-term disability, long-term disability and
                  life
                  insurances. The company pays for 90% of the HMO medical insurance
                  premiums
                  (including dependents). The employee can elect PPO coverage by
                  paying the
                  difference in cost. The company pays for dental, vision, short-term
                  disability, long-term disability and life insurances. Benefits
                  begin the
                  first day of the month following your hire
                  date.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      
        	 	 
	
                Paid
                  Time Off & Holidays: 

              	
                You
                  will receive 15 days of accrued Paid Time Off (PTO) annually, in
                  use for
                  vacation or for personal time off. PTO hours are accrued per pay
                  period.
                  Any hours in excess of 200 will be paid out in the first pay period
                  of
                  December.

              
	
                 

              	
                The
                  Company offers 9-paid holidays each calendar year. You must be
                  on active
                  status the day before and the day after the holiday to receive
                  holiday
                  pay.

              
	 	 
	
                Retirement:
                  

              	
                A
                  401k package is available with multiple investment options and
                  the
                  company
                  matches 25% of the employee's deferral up to 6% of your annual
                  earnings. (Note: Some IRS limitations may apply.)

              
	 	 
	
                Arbitration:

              	
                As
                  a contingency of this offer, you will be required to sign the attached
                  Mutual Agreement to Arbitrate ("Arbitration
                  Agreement").

              


      

      


      Due
        to
        the enactment of the Immigration Reform and Control Act of 1986, this offer
        is
        contingent on your ability to produce acceptable documentation verifying
        your
        eligibility to work in the United States. You will be required to present
        the
        necessary documents on the day you begin work at American Technology
        Corp.

      


      Additionally,
        as a condition of this offer and of your employment with American Technology
        Corp., you will be required to preserve the Company's proprietary and
        confidential information and you must comply with the Company's policies
        and
        procedures. Accordingly, you will be required
        to execute the Company's Non-Disclosure Agreement on your first date of
        employment.

      


      If
        accepted, your employment will be at-will with no specified period or term
        of
        employment. This means that either you or the Company may terminate employment
        at anytime, with or without reason. The Company may also transfer, promote,
        demote or otherwise alter your position
        and/or status at any
        time
        and
        for any reason. An employment agreement for a specified
        period
        of time, which contradicts this at-will agreement, may only be entered into
        in
        writing, signed by the President of the Corporation.

      


      We
        sincerely hope that you decide to join American Technology Corp. Please
        acknowledge your acceptance of our offer by signing below and returning a
        copy
        of this letter to us not later than
        close of business on Monday October 31, 2005. If we do not receive your response
        by the
        close of
        business on that date, this offer will be void.

       

      If
        there
        are any questions, please do not hesitate to call me.

      Karen,
        I
        look forward to having you join the American Technology Corporation
        team.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Yours
        truly,

      for
        American Technology Corporation

      


      /s/
        Michael A. Russell

      


      Michael
        A. Russell Chief Financial Officer

       

      I
        understand
        and agree to the terms and conditions set forth in this letter. I further
        understand that any misrepresentations that I have made on my employment
        application or resume can result in termination. I acknowledge that no statement
        contradicting this letter, oral or written, has been made to me, that I am
        not
        relying on any statement or term not contained in this letter, and that no
        agreements exist which are contrary to the terms and conditions set forth
        in
        this letter.

      


      


      Accepted
        by:/s/
        Karen Jordon                      Date:11/7/05

       

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