Unassociated Document


    

      EXHIBIT
        10.13

       

      AMERICAN
        TECHNOLOGY CORPORATION

      


      SUMMARY
        SHEET

      OF

      DIRECTOR
        AND EXECUTIVE OFFICER COMPENSATION

       

      


      Compensation
        of Directors

       

      Until
        June 2005, our non-employee directors did not receive cash fees as compensation
        for their services. In June 2005, we began compensating our non-employee
        directors in the amount of $1,000 per month, paid quarterly in arrears. Each
        of
        our non-employee directors serving between January 1 and May 31, 2005, was
        paid
        a one-time fee of $5,000 in recognition of service during that period. Our
        directors are also reimbursed for the expenses of attending directors’ or
        committee meetings. Our directors have received in the past, and may receive
        in
        the future, stock option grants. In June 2005, we granted each of our
        non-employee directors an option exercisable for 50,000 shares of common
        stock
        with an exercise price equal to the closing price of the common stock on
        the
        date of grant and expiring five years after the date of grant. These options
        vest quarterly over five years, subject to continued service and other
        conditions.

       

      Compensation
        of Executive Officers

      


      The
        executive officers of the Company serve at the discretion of the Board of
        Directors. From time to time, the Compensation Committee of the Board of
        Directors reviews and determines the salaries that are paid to the Company's
        executive officers. The following table sets forth the annual salary rates
        for
        the Company’s current executive officers as of the date of this report on Form
        10-Q:

      


      
        	
                Elwood
                  G. Norris, Chairman

              	
                $200,000

              
	
                Kalani
                  Jones, President and Chief Operating Officer

              	
                $220,000

              
	
                Michael
                  A. Russell, Chief Financial Officer and Secretary

              	
                $185,000

              
	
                Bruce
                  Gray, Vice President of the Commercial Products Group

              	
                $200,000

              


      

       

      Employment
        Arrangements with Current Executive Officers

       

      The
        following discussion summarizes the employment arrangements between us and
        our
        current executive officers as of the date of this report on Form
        10-Q:

       

      Mr.
        Elwood G. Norris -
        Effective September 1, 1997, we entered into a three year employment contract
        with Mr. Norris, for his services as Chief Technology Officer. The three-year
        term expired on August 31, 2000, but the agreement remains in effect until
        one
        party gives thirty days advance notice of termination to the other. Mr. Norris
        now serves as Chairman under the term of this agreement. The agreement, as
        amended by the Compensation Committee, provides for a base salary of $16,667
        per
        month. The agreement provides that Mr. Norris will participate in bonus,
        benefit
        and other incentives at the discretion of the Board of Directors. Mr. Norris
        has
        agreed not to disclose trade secrets and has agreed to assign certain inventions
        to us during employment. We are also obligated to pay Mr. Norris certain
        royalties. See "Certain Relationships and Related Transactions" in our Form
        10-K/A filed March 18, 2005.

       

      Mr.
        Kalani Jones -
        We
        entered into a letter agreement dated as of August 28, 2003, as amended on
        October 20, 2003, under which Mr. Jones was employed as our Senior Vice
        President of Operations. Mr. Jones has since been promoted to President and
        Chief Operating Officer. The letter agreement provides for an annual base
        salary
        of $140,000, and an annual performance bonus of up to 30% of base salary
        to be
        determined by the Compensation Committee and the Board of Directors. Mr.
        Jones'
        base salary was $200,000 per year at September 30, 2004.  

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      On
        January 27, 2005, our Compensation Committee increased Mr. Jones’ current annual
        base salary to $220,000.  For fiscal 2005, the Compensation
        Committee
        determined that Mr. Jones' bonus should be based upon a target bonus of 50%
        of
        base salary given his increased responsibilities as President and Chief
        Operating Officer. We expect future bonus determinations for Mr. Jones
        to
        be made based upon a target bonus of 50% of base salary. Mr. Jones'
        employment is terminable at-will by us or by Mr. Jones for any reason, with
        or
        without notice.

       

      Mr.
        Michael Russell
        - We
        entered into a letter agreement dated June 15, 2004, under which Mr. Russell
        was
        employed as our Chief Financial Officer. Mr. Russell has also been appointed
        as
        our Secretary. The letter agreement provides for an annual base salary of
        $185,000, and an annual performance bonus of up to 25% of base salary to
        be
        determined by the Compensation Committee and the Board of Directors. Mr.
        Russell's employment is terminable at-will by us or by Mr. Russell for any
        reason, with or without notice.

       

      Mr.
        Bruce Gray -We
        entered into a letter agreement with Mr. Bruce Gray, under which Mr. Gray
        was
        employed as our Vice President of the Commercial Products Group effective
        March
        21, 2005. The letter agreement provides for an annual base salary of $200,000,
        and an annual sales bonus of up to $100,000, payable on a quarterly basis,
        based
        on attaining quarterly and annual goals to be established. Mr. Gray's employment
        is terminable at-will by us or by Mr. Gray for any reason, with or without
        notice.

      


      Executive
        officers in charge of revenue producing business segments also participate
        in a
        broad-based commission arrangement. Under our existing commission arrangement,
        commissions are awarded for each of our business segments based on achievement
        of operating plan revenue within the segment, with commissions increasing
        in
        percentage if operating plan is exceeded. Executive officers in charge of
        each
        business unit recommend an allocation of such commissions amongst sales
        personnel and themselves, which recommendation is reviewed and approved by
        the
        Chairman and the President. All commissions payable to executive officers
        are
        then reviewed and approved by the Compensation Committee.