Employment letter - Tomich-Litz

Exhibit
    10.49

     

    

     

    November
      29, 2005

    


    Rose
      Tomich-Litz

    13114
      Evening Creek Drive S.

    San
      Diego, CA 92128 


    


    Dear
      Rose,

    


    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:

            	
              Vice
                President, Operations

            
	 	 
	
              Reporting
                To:

            	
              John
                Zavoli, President and Chief Operating Officer

            
	 	 
	
              Start
                Date:

            	
              November
                30, 2005

            
	 	 
	
              Salary:

            	
              Your
                starting salary as an exempt employee will be $6,057.69 gross
                Bi-weekly or $157,500 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
                100,000 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.

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              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 Wednesday, November
      30,
      2005.

    


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

     

    Yours
      truly,

     

    /s/
      John
      Zavoli           
   

    John
      Zavoli
President/COO

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
 

     

    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/
      Rose Tormich-Litz                                 Date:
      11/30/05