**EXHIBIT 10.18(c)**AMENDMENT NO. 1TOEMPLOYMENT AGREEMENT
 

 
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as ofDecember 31, 2006, by and between Jeffrey A. Quiram, an individual (the “Executive”), andSuperconductor Technologies Inc., a Delaware corporation (the “Company”), with reference tothe following facts: A. The Company and Executive entered into an Employment Agreement dated February14, 2005 (the “Agreement”).  B. The parties with to revise the terms and conditions of the Agreement tocomply with the deferred compensation rules per Internal Revenue Code (“IRC”) Section409A and to modify related sections of the Agreement.NOW, THEREFORE, based on the above premises and for good and valuable consideration, theparties agreed as follows: 1. Severance Payments. If the individual is a “specified employee” asdefined in IRC Section 409A(a)(2)(B)(i) at the time of separation from service, allseverance and bonus payments due under Section 6.1 of the Agreement will be paid toExecutive on the 183rd day after the date of termination of Executive andall insurance coverage under Section 6.1.3 of the Agreement shall commence on the183rd day after the date of termination of Executive. Section 6.1.4 ismodified to read that all outstanding equity grants of any form will immediately vestupon the termination of the Executive’s employment.  2. Change in Control. If the individual is a “specified employee” asdefined in IRC Section 409A(a)(2)(B)(i) at the time of separation from service, allpayments due Executive under Section 7.1 of the Agreement will be paid to Executive onthe 183rd day after a Change in Control occurs as defined in Section 10.3of the Agreement and all insurance coverage under Section 7.1.3 of the Agreement shallcommence on the 183rd day after the date of termination of Executive.Section 7.1.4 is modified to read that all outstanding equity grants of any form willimmediately vest upon a Change in Control as defined in Section 10.3 of the Agreement.Section 7.1.5 of the Agreement is removed as are all references to Section 7.1.5 inthe entirety of Section 7.1. Section 7.1.6 is modified to remove the paragraphbeginning “Notwithstanding Section 2...” in its entirety.  3. 409A Compliance. A new section 22 is added to the Agreement to readas follows:    “Section 409A. The parties acknowledge and agree that, to the extentapplicable, this Agreement shall be interpreted in accordance with Section 409A ofthe Code and the treasury regulations and other interpretiveguidance issued thereunder, including without limitations any such
 

 
   regulations orother guidance that may be issued. Notwithstanding any provision of this Agreementto the contrary, in the event that the Company determines that any amounts payablehereunder will be immediately taxable to the Participant under Section 409A of theCode and related treasury regulations, the Company may (a) adopt such amendments tothis Agreement and appropriate policies and procedures, including amendments andpolicies with retroactive effect, that the Company determines necessary orappropriate to preserve the intended tax treatment of the benefits provided by thisAgreement and/or (b) take such other actions as the Company determines necessary orappropriate to comply with the requirements of Section 409A of the Code andtreasury regulations, including such treasury regulations and other interpretivematerials as may be issued in the future.IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company byits duly authorized officer, as of the day and year first above written.       EXECUTIVE         /s/Jeffrey A. Quiram              COMPANY         /s/John D. Lockton     By: John D. Lockton    As Its: Chairman of the Board