Employment letter - Ballard


    Exhibit
      10.48

     

    

     

    November
      21, 2003

     

    Alan
      "A.J." Ballard

     

    
 

    Dear
      A.J.:

     

    American
      Technology Corporation ("ATC) is pleased to present you with this employment
      offer under the following terms and conditions:

     

    


    
      	
              Title:

            	
              Sr.
                Manager of Maritime Sales

            
	 	 
	
              Tentative
                Start Date:

            	
              December
                22, 2003
                (negotiable)

            
	 	 
	
              Annual
                Base Salary:

            	
              $90,000

            
	 	 
	
              Bonus:

            	
              You
                will participate in a team-based incentive compensation plan being
                developed by a human resources consultant to be reviewed by the board
                of
                directors for the military & government operations
                division.

            
	 	 
	
              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
                20,000 shares of common stock. The options will have an exercise
                price
                equal to the fair market value of our common stock (determined in
                accordance with our 2002 Stock Option Plan) on the date the Compensation
                Committee approves the grant, and will be exercisable for [five]
                years
                after grant, subject to earlier termination as set forth in the 2002
                Stock
                Option Plan. The options will vest over [two] years, with one quarter
                of
                the shares vesting [six months] after the grant date, and the balance
                vesting [quarterly] until the [second] anniversary of the grant date.
                These options will be incentive stock options to the extent they
                can
                qualify as incentive stock options under the Internal Revenue
                Code.

            
	 	 
	
              Benefits:

            	
              Medical
                and dental insurance: ATC will provide coverage in terms stated in
                our
                Policy Manual. Premiums for both medical and dental insurance for
                employee
                and
                dependents are covered at 100% for HMO levels. If available, the
                employee
                can elect to upgrade the coverage at the cost to the employee. Benefits
                commence on first day of the month of employment. Life insurance
                coverage
                is part of the Dental plan and is covered by ATC.

            
	 	 
	 	
              ATC
                observes 9 paid holidays per calendar year. Our Personal Days Off
                ("PDO")
                policy is a combination of vacation and sick days. POO hours
                are
                accrued per pay period. Your schedule is as follows:

            
	 	 
	 	
              Year
                1-4: 3 weeks or 4.62 hours per pay period (15 days);

            
	 	
              Over
                4: 4 weeks or 6.15 hours per pay period (20 days).

            
	 	 
	 	
              Vacation
                Accruals (PDO) will max out at 200 hours

            
	 	 


    

    



    
      
        
        

      

      
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              A
                401k package is available with multiple investment options and a
                company
                match of 25% of Employees deferral up to 6%.

            
	 	 
	
              Position
                Description:

            	
              You
                will work for the Vice President of Military and Government Operations,
                with a collateral reporting to the Director of Military Sales in
                the Maine
                office to coordinate day-to-day sales and marketing activity.
                Responsibilities include:

            
	 	 
	 	
              Sales:
                primarily the maritime market, particularly U.S. Navy, U.S. Coast
                Guard,
                foreign navies/coast guard; commercial shipping and ports; plus force
                protection markets worldwide.

            
	 	 
	 	
              Functional:
                government contracting including the bidding process, negotiations,
                price
                substantiation, FAR compliance, and contract
                administration.

            
	 	 
	
              Policy
                Manual:

            	
              Additional
                terms of your employment may be set forth in ATC's Policy Manual,
                as
                revised from time to time, copy enclosed.

            
	 	 
	
              Arbitration:

            	
              You
                will be required to sign the attached Mutual Agreement to Arbitrate
                ("Arbitration Agreement"). (see
                exhibit)

            


    

    


    You
      are
      entitled to all the published benefits of the company including, but not limited
      to those listed above. You are subject to a review after your completion of
      the
      90-day probationary period to determine satisfaction of fulfilling job
      responsibilities as directed by Carl Gruenler, Vice President of Military &
Government Operations. After successful completion of the probationary period
      and review, you are eligible for time off accrued during the probationary
      period.

    


    Please
      sign this offer in the space provided below signifying that you have read and
      accept the terms herein. Let me say that everyone at ATC is looking forward
      to
      having a person of your caliberjoin the team and hope you feel
      welcome!

    


    


    Sincerely,

    


    
      	
              /s/
                Carl Gruenler

            	 	
              /s/
                A.J. Ballard

            
	 	 	
              A.J.
                Ballard

            
	 	 	
              9
                Dec 2003

            


    

    


    Carl
      Gruenler

    Vice
      President of Military & Government Operations

     

    COO
      Reviewed: /s/ KJ

     

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