altair_8k-ex1001.htm


    
      

    

     

    Exhibit
      10.1


      


      EMPLOYMENT
        AGREEMENT

      (Level
        12
        Officer)

      


      THIS
        EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of  December 7, 2007, by and among
        Altairnano, Inc., a Nevada
        corporation (the “Company”), Altair
        Nanotechnologies Inc., a Canadian corporation (“Parent”; together with the
        Company and all direct or indirect majority-owned subsidiaries of the Parent,
        the “Consolidated Companies”; each, a “Consolidated Company”), and Bruce
        Sabacky, an individual (“Employee”).

      


      RECITALS

      


      A.           The
        Company is a wholly-owned indirect
        subsidiary of Parent and holds a substantial portion of the operating assets
        of
        the Consolidated Companies.

      


      B.           Parent
        and the Company desire to retain
        Employee as an employee of a Consolidated Company subject to the terms and
        conditions of this Agreement.

      


      C.           Employee
        desires to be retained as an
        employee of a Consolidated Company subject to the terms and conditions of
        this
        Agreement.

      


      NOW,
        THEREFORE, in consideration of this
        Agreement and of the covenants and conditions contained in this Agreement,
        the
        parties hereto agree as follows:

      


      1.                Employment;
        Location. The Company hereby
        employs Employee
        during the Term, and Employee hereby accepts such employment.  The
        initial “Place of Employment” for Employee shall be in Washoe County in the
        State of Nevada.  If the Company requests that Employee relocate and
        Employee agrees to such request, the relocated place of employment shall
        thereafter be the “Place of Employment.”

      


      2.                Term.  The
        term of this Agreement
        (the “Term”) shall commence on the date first set forth above (the “Effective
        Date”). The Term shall terminate upon the earlier to occur of (i) the Expiration
        Date, and (ii) the termination of Employee’s employment with all of the
        Consolidated Companies.  The initial Expiration Date shall be the
        two-year anniversary of the Effective Date.  Unless the Company or
        Employee provides the other with at least ninety (90) days advance written
        notice prior to the initial Expiration Date (and each Expiration Date
        thereafter) of its intention not to renew this term of Agreement following
        the
        then-current Expiration Date, the Expiration Date shall automatically be
        changed
        to the two-year anniversary of the then-current Expiration Date. Notwithstanding
        anything in this Agreement to the contrary, Sections 7 and 8 shall survive
        termination of this Agreement and expiration of the Term for the time periods
        set forth therein, and this sentence and all provisions related to the
        interpretation or enforcement of, and disputes under, this Agreement shall
        survive until the expiration of the last applicable statute of
        limitations.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      3.                Duties.  Employee’s
        title shall be
        Vice President, Chief  Technology Officer.  Employee's
        duties shall include such duties as are specifically assigned or delegated
        to
        Employee by the Board of Directors of any Consolidated Company (any such
        Board
        of Directors, the “Board”) and such other duties as are typically performed by
        an employee with the same position as Employee.  Employee acknowledges
        that, subject to Section 6.3(c), the Board may change, increase or decrease
        Employee’s title, position and/or duties from time to time its discretion and
        may appoint Employee as an employee of another Consolidated Company, which
        employment is governed by this Agreement.  Employee shall diligently
        execute his or her duties and shall devote his or her full time, skills and
        efforts to such duties during ordinary working hours. Employee
        shall faithfully adhere to,
        execute and fulfill all lawful policies established from time to time by
        the
        Consolidated Companies.

      


      4.                Compensation
        and
        Benefits.  The Company shall
        pay
        Employee, and Employee accepts as full compensation for all services to be
        rendered to all Consolidated Companies, the following compensation and
        benefits:

      


      4.1           Base
        Salary.  During the Term,
        the
        Company shall pay Employee an annual base salary per year in
        an amount not less than
        $225,000.  Such annual base salary shall be payable in accordance with
        the Company's customary pay schedule.  During the Term, the base
        salary of Employee shall not be reduced below the minimum required by this
        Section.

      


      4.2           Stock
        Options.   During the period
        of
        Employee’s employment with a Consolidated Company, Parent has granted, and in
        the future may from time to time grant, to Employee options to purchase common
        shares of Parent and/or issue to Employee common shares that are subject
        to
        rights of forfeiture or repurchase under certain terms and conditions (such
        options or shares, “Equity Awards”).  Parent agrees that agreements
        governing any past Equity Awards shall be amended to provide that
        all otherwise unvested Equity
        Awards shall, unless otherwise requested by Employee in writing, immediately
        vest as of the effective date of a Change of Control
        Event.  A
“Change
        of Control Event”
        means (a) any capital reorganization,
        reclassification of the capital stock of Parent, consolidation or merger
        of
        Parent with another corporation in which Parent is not the survivor (other
        than
        a transaction effective solely for the purpose of changing the jurisdiction
        of
        incorporation of Parent), (b) the sale, transfer or other disposition of
        all or
        substantially all of  the Consolidated Companies’
        assets to another entity, (c) the
        acquisition by a single person (or two or more persons acting as a group,
        as a
        group is defined for purposes of Section 13(d)(3) under the Securities Exchange
        Act of 1934, as amended) of more than 40% of the outstanding common shares
        of
        Parent.

      


      4.3           Bonus.  Employee
        shall be eligible
        to receive an annual performance bonus conditioned upon the achievement of
        performance measures established by the Board after consultation with
        Employee.  The potential amount of the performance bonus for each
        fiscal year if all performance measures are met, shall be at least up to
        sixty
        percent (60%) of Employee’s base salary paid for the calendar year to which such
        bonus relates.  Employee and the Board shall, prior to the end of the
        first month of each calendar year, negotiate in good faith with the objective
        of
        agreeing upon performance objectives and related bonus amounts for the upcoming
        fiscal year.  If Employee and the Board are not able to reach a mutual
        agreement as to performance objectives, the objectives and amount of any
        bonus
        shall be in the discretion of the Board.


      
        
           

        

        
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      4.4           Additional
        Benefits.  Employee shall
        be eligible
        to participate in, and be subject to, the Consolidated Companies’ employee
        benefit plans for, and policies governing, employees, if and when any such
        plans
        and policies may be adopted, including, without limitation, bonus plans,
        pension
        or profit sharing plans, incentive stock plans, and those plans and policies
        covering life, disability, health, and dental insurance in accordance with
        the
        rules established in the discretion of the Board for individual participation
        in
        any such plans and policies as may be in effect from time to
        time.

      


      4.5           Vacation,
        Sick Leave, and
        Holidays.  Beginning on the
        date
        hereof, Employee shall be entitled to vacation, sick leave and holidays at
        full
        pay in accordance with the Consolidated Companies’ policies.

      


      4.6           Deductions.  The
        Company shall have the
        right to deduct from the compensation due to Employee hereunder and all sums
        required for social security and withholding taxes and for any other federal,
        state or local tax or charge which may be hereafter enacted or required by
        law
        as a charge on any cash or non-cash compensation of
        Employee.

      


      5.  Business
        Expenses.  The Company shall
        promptly
        reimburse Employee for all reasonable out-of-pocket entertainment and business
        expenses Employee incurs in fulfilling Employee’s duties hereunder subject to,
        and in accordance with, the general reimbursement policy of the Consolidated
        Companies in effect from time to time.

      


      6.  Termination
        of Employee's
        Employment.

      


      6.1           Termination
        of Employment by the
        Company for Cause.  Employee's employment
        may
        be terminated by the Consolidated Companies at any time for
“Cause.”  A determination of whether Employee’s actions justify
        termination for Cause and the date on which such termination is effective
        shall
        be made in good faith by the Board of Parent.  A termination of
        Employee's employment pursuant to this Section 6.1 shall be effective as
        of the
        effective date of the notice by the Board of Parent to Employee that it has
        made
        the required determination, or as of such subsequent date, if any, as is
        specified in such notice.  For purposes of this Agreement, “Cause”
shall include (a) Employee’s material breach of this Agreement, which breach
        cannot be cured or, if capable of being cured, is not cured within fifteen
        (15)
        days after receipt of written notice of the need to cure, (b) any act of
        theft,
        embezzlement, conversion or other taking or misuse of the property or
        opportunities of and Consolidated Company, (c) any fraudulent or criminal
        activities, (d) any grossly negligent or unethical activity, (e) any activity
        that causes substantial harm to any Consolidated Companies, its reputation,
        or
        to its officers, directors or employees  (including, without
        limitation, the illegal possession or consumption of drugs for which Employee
        does not have a valid prescription on property controlled by any Consolidated
        Company or in the course of performing services for any Consolidated Company),
        or (f) habitual neglect of or deliberate or intentional refusal to perform
        mutually agreed upon Employee’s duties and obligations under this
        Agreement which
        breach cannot be cured or, if
        capable of being cured, is not cured within fifteen (15) days after receipt
        of
        written notice of the need to cure.


      
        
           

        

        
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      6.2           Termination
        by the Company Without
        Cause.  Employee’s employment with
        each Consolidated Company is “at will,” any Employee’s employment with any and
        all Consolidated Companies is terminable at any time without Cause or any
        reason
        of any kind.  A termination of Employee's employment pursuant to this
        Section 6.2 shall be effective as of the date specified in the notice of
        termination.

      


      6.3           Termination
        By Employee For Good
        Reason.  Employee may terminate
        his
        employment with any and all Consolidated Companies at any time for Good Reason
        (as defined below), provided Employee has delivered a written notice to the
        Board of Parent that briefly describes the facts underlying Employee's belief
        that Good Reason exists and the Company has failed to cure such situation
        within
        15 days of its receipt of such notice.

      


      For
        purposes of this Agreement, “Good
        Reason” shall mean and consist of: (a) a material breach by the Company of any
        of its obligations, duties, agreements, representations or warranties under
        this
        Agreement; (b) without Employee's prior written consent, the Consolidated
        Company requires the Employee to relocate Employee's place of employment
        to any
        place other than the Place of Employment as a condition to continued employment
        or maintenance of the same or a comparable position with the Consolidated
        Companies (provided that reasonable business travel shall not constitute
        a
        relocation of Employee’s place of employment and required relocation shall
constitute Good Reason only following the Consolidated Companies’ notification
        of Employee of its requirement that Employee relocate and prior to Employee’s
        agreement to relocate his or her place of employment), or (c) during the
        period
ninety (90) days prior
        to
        and one year after a Change of Control Event, a material adverse
        change in
        Employee’s title, position
        and/or duties within the Consolidated Companies as a whole.

      


      6.4           Termination
        by Employee Without Good
        Reason.  Upon
        not less than 15 day's prior written notice (which notice shall specify the
        effective date of the termination), Employee may terminate his employment
        with
        any and all Consolidated Companies by such notice without Good Reason or
        any
        reason of any kind.

      


      6.5           Termination
        of Employment by
        Death.  If
        Employee dies during the term of employment, Employee's employment with all
        Consolidated Companies shall be terminated effective as of the date of
        Employee’s death.

      


      6.6           Disability.  The
        Company or Employee may
        terminate Employee's employment with all Consolidated Companies if Employee
        shall become unable to fulfill his duties under this Agreement, as measured
        by
        the Consolidated Companies’ usual business activities,  for the
        eligibility period set forth in the long-term disability policy under which
        Employee is potentially eligible to receive disability benefits (the
“Eligibility Period”) by reason of any medically determinable physical and/or
        mental disability determined in accordance with the procedure in this Section
        6.6.  If in the opinion of the Company or Employee, Employee is
        disabled, then the following shall occur:

      


      (a)           the
        Company or Employee shall promptly
        so notify (by dated written notice) the insurance company or carrier that,
        at
        that time, insures the employees of the Company against long-term disability
        (the “Company’s Insurance Carrier”) and request a determination as to whether
        Employee is disabled pursuant to the terms of the Company's long-term disability
        plan or policy; and


      
        
           

        

        
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      (b)           the
        matter of Employee's disability
        shall be resolved, and Employee and the Company shall abide by the decision
        of,
        the Company’s Insurance Carrier.

      


      A
        termination of Employee's employment
        pursuant to this Section 6.6 shall be effective at the expiration of the
        Eligibility Period, as determined in accordance with this Section
        6.6.  If Employee is not covered by a Company-sponsored long-term
        disability policy on the date that the Company and/or Employee believe that
        Employee may have a medically determinable physical and/or mental disability,
        the Board of Parent shall make the determination of whether Employee has
        a
        medically determinable physical and/or mental disability using the definition
        of
        disability, including applicable court interpretations, used for purposes
        of the
        Americans With Disabilities Act of 1990, as amended, and the “Eligibility
        Period” shall be 90 days from the date as of which it is determined that the
        Employee commenced having a medically determinable
        disability.

       

      7.  Ellffect
        of Termination of Employee’s
        Employment.

      


      7.1           Provisions
        Applicable to All
        Terminations. If
        Employee’s employment with all Consolidated Companies is terminated at any time
        for any reason, (a) all cash compensation from the Company described in this
        Agreement that was due through the effective date of the termination, but
        unpaid, shall be computed and paid to Employee by the Company within any
        payment
        deadline set forth in Nevada law (or is none is applicable, within 30 days),
        provided that any disability payments to be made by the Company’s Insurance
        Carrier shall be made when, as and if made by the Company’s Insurance Carrier;
        and (b)  Employee, or his heirs, or estate, as the case may be, shall
        receive all compensation and employee benefits accrued through the effective
        date of the termination, and all benefits provided through the Company's
        insurance plans pursuant to the terms and conditions of such insurance plans
        or
        that the Company is required to provide by governing law.

      


      7.2           Termination
        Absent a Change of
        Control and Absent Cause/Good Reason.  If Employee's employment
        with all of the Consolidated Companies is terminated under any circumstances
        other than the circumstances described in Section 7.3 or Section 7.4 below,
        whether by the Consolidated Companies or Employee, Employee shall not be
        entitled to any compensation in addition to that set forth in Section
        7.1.

      


      7.3           Termination
        by Employee for Good
        Reason.  If
        Employee's employment is terminated by Employee for Good Reason during the
        Term
        (but not as of an Expiration Date), then, in addition to complying with the
        requirements of Section 7.1, the Company shall, subject to the terms and
        conditions of this Agreement and conditioned upon the Company’s receipt of a
        written waiver, release and non-litigation agreement from Employee in form
        and
        substance reasonably satisfactory to the Consolidated Companies with respect
        to
        all liabilities of any Consolidated Company of any kind arising prior to
        and in
        connection with such termination (other than under Options and Section 7)(a
        “Release”), continue to pay, when due in accordance with Section 4.1, to or for
        the benefit of Employee or, if applicable, Employee’s heirs or
        estate:  (a) Employee’s base salary through the period
        ending on the
12-month
        anniversary of
        the


      
        
           

        

        
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      effective
        date of the termination of
        Employee's service; and (b)
        Company health benefits coverage then in effect (with Company /Employee contributions
        remaining
        the same as during the period immediately prior to termination) through the
        period ending on the 12-month anniversary of the effective date of the
        termination of Employee's service.  Notwithstanding the foregoing, if
        (y) Employee relocated was
        required to relocate from a location more than 50 miles from the Place of
        Employment in order to commence employment with the Consolidated Companies and
        Employee’s employment is
subsequently terminated
        by Employee for Good Reason
        on or before the two-year anniversary of the Effective Date, or (z) Employee’
accepts a change
        in Employee’s place of employment
        (and relocates without terminating his or her Employment for Good Reason
        based
        upon such change) during
        the Term and then
        Employee’s employment is terminated by Employee for Good Reason on or before the
        two-year anniversary of such change in Employee’s place of employment, then
in case of either (y)
        or
        (z) the period referred
        to
        in subsection (a) above shall be 16 months.

      


      7.4           Termination
        by Company without
        Cause.  If
        Employee's employment is terminated by the Company without Cause during the
        Term
        (but not as of an Expiration Date), then, in addition to complying with the
        requirements of Section 7.1, the Company shall, subject to the terms and
        conditions of this Agreement and conditioned upon the Company’s receipt of a
        Release, continue to pay, when due in accordance with Section 4.1, to or
        for the
        benefit of Employee or, if applicable, his heirs or
        estate:  (a)
Employee’s
base
        salary through the period ending on
        the 12-month
        anniversary of the effective date
        of the termination of Employee’s services; (b)
        Company health benefits coverage then
        in effect (with Company /Employee contributions remaining the same as during
        the
        period immediately prior to termination) through the period ending on the
        18-month
        anniversary of the effective date
        of the termination of Employee’s services; and (iii) a bonus equal to sixty
        percent (60%) of Employee’s base salary paid for
        the calendar year
in which termination
        of
        Employee’s services occurs, payable in one lump sum within 30 days of the end of
        such year. Notwithstanding
        the foregoing, if (y)
        Employee relocated was
        required to relocate from a location more than 50 miles from the Place of
        Employment in order to commence employment with the Consolidated Companies and
        Employee’s employment is
subsequently terminated
        by Employee for Good Reason
        on or before the two-year anniversary of the Effective Date, or (z) Employee’
accepts a change
        in Employee’s place of employment
        (and relocates without terminating his or her Employment for Good Reason
        based
        upon such change) during
        the Term and then
        Employee’s employment is terminated by the Company without
        Cause on or before the two-year
        anniversary
        of such change in Employee’s place of employment, then in case of either (y)
        or (z)
the period referred
        to in
        subsection (a) above shall be 16 months.

      


      7.5           Return
        of Company
        Property.   Upon the termination
        or end of the employment of Employee with the Consolidated Companies or at
        any
        time upon the request of Parent, Employee shall provide to the Consolidated
        Companies all property belonging to any Consolidated Company, including,
        but not
        limited to, keys, card passes, credit cards, electronic equipment including
        computers and personal digital devices, cellular telephones, Consolidated
        Company automobiles, and all data and any Consolidated Company intellectual
        property whether located on Consolidated Company property or
        otherwise.


      
        
           

        

        
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      7.6           Breach
        of Protective
        Covenants.  Notwithstanding
        anything in
        this Section 7 to the contrary, Employee shall not be entitled to any payments
        or benefits under any of Sections 7.3 or 7.4 of this Agreement with respect
        to
        any period (a) prior to Employee’s delivery to the Company of a Release if such
        Release is not executed within seven (7) days of Employee’s receipt of a form of
        Release, (b) during which Employee is in breach of Section 7.5 or any portion
        of
        Section 8 of this Agreement, (c) during which Employee is in breach of
        any  portion of the Proprietary Information Agreement (any of (a), (b)
        or (c), a “Covenant Breach”).  Upon the Company’s determination that a
        Covenant Breach has occurred, it shall notify Employee of its belief that
        a
        Covenant Breach has occurred and may withhold, without penalty or interest,
        any
        payments or benefits otherwise due to Employee pursuant to any of Section
        7.3 or
        7.4 until the question of whether a Covenant Breach has occurred is definitely
        resolved without right to appeal or similar recourse (and if it is determined
        that the Company withheld the payments and benefits in error, the Company’s sole
        obligation shall be prompt payment of all withheld payments and the cash
        value
        to the Company of any withheld benefits).

      


      8.                Covenant
        Not to
        Compete

      


      8.1           Covenant.  Employee
        hereby agrees
        that, while Employee is employed by any Consolidated Company and during a
        period
        of 12
        months following
        the termination of Employee’s
        employment with all Consolidated Companies, Employee will not directly or
        indirectly compete (as defined in Section 8.2 below) with any the Consolidated
        Company or any affiliates anywhere in the United States.  It is the
        intention of Parent, the Company and Employee that this provision be interpreted
        to only prevent actual competitive harm to any Consolidated Company and not
        otherwise hinder or restrict Employee in his efforts to find continued
        employment in Employee’s field of training and expertise.

      


      8.2           Direct
        and Indirect
        Competition.   As used herein,
        the
        phrase “directly or indirectly compete” shall include owning, managing,
        operating or controlling, or participating in the ownership, management,
        operation or control of, or being connected with or having any interest in,
        as a
        stockholder, director, officer, employee, agent, consultant, assistant, advisor,
        sole proprietor, partner or otherwise, any Competing Business (as defined
        below).  For purposes of this Agreement, a “Competing Business” shall
        be any business or enterprise other than any Consolidated Company that is
        engaged in the development, marketing, provision or sale of any technology,
        process, product or service that is being developed, marketed, provided or
        sold
        by any Consolidated Company during the period Employee is employed with any
        Consolidated Company.  This prohibition, however, shall not apply to
        ownership of less than five percent (5%) of the voting stock in companies
        whose
        stock is traded on a national securities exchange or in the over-the-counter
        market.

      


      8.3           Nonsolicitation.  Employee
        hereby agrees
        that, while he is employed by any Consolidated Company pursuant to this
        Agreement, and, during a period of 12
        months following the termination of
        Employee’s employment with all Consolidated Companies, Employee will not,
        directly or indirectly, through an affiliate or otherwise, for his account
        or
        the account of any other person, (a) solicit business for a Competing Business
        from any person or entity that at the time of termination is or was a customer
        of any Consolidated Company, whether or not Employee had personal contact
        with
        such person during and by reason of employment with a Consolidated Company;
        (ii)
        in any manner induce or attempt to induce any employee of a Consolidated
        Company
        to terminate his or her employment with a Consolidated Company; or (iii)
        materially and adversely interfere with the relationship between a Consolidated
        Company and any employee, contractor, supplier, customer or shareholder of
        a
        Consolidated Company.


      
        
           

        

        
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      8.4           Enforceability.  If
        any of the provisions of
        this Section 8 is held unenforceable, the remaining provisions shall
        nevertheless remain enforceable, and the court making such determination
        shall
        modify, among other things, the scope, duration, or geographic area of this
        Section to preserve the enforceability hereof to the maximum extent then
        permitted by law.  In addition, the enforceability of this Section is
        also subject to the injunctive and other equitable powers of a court as
        described in Section 11 below.

      


      8.5           Jurisdiction.  For
        the sole purpose of
        enforcement of the Consolidated Companies’ rights under this Section 8, Parent,
        the Company and Employee intend to and hereby confer jurisdiction to enforce
        the
        restrictions set forth in this Section 8 (the "Restrictions") upon the courts
        of
        any jurisdiction within the geographical scope of the
        Restrictions.  If the courts of any one or more of such jurisdictions
        hold the Restrictions unenforceable by reason of the breadth of such scope
        or
        otherwise, it is the intention of Parent, the Company and Employee that such
        determination not bar or in any way affect any Consolidated Company's rights
        to
        the relief provided above in the courts of any other jurisdiction within
        the
        geographical scope of the Restrictions, as to breaches of such covenants
        in such
        other respective jurisdictions, such covenants as they relate to each
        jurisdiction being, for this purpose, severable into diverse and independent
        covenants.  In the event of any litigation between the parties under
        this Section 8, the court shall award reasonable attorneys fees to the
        prevailing party.

      


      9.                Confidential
        Information, Invention
        Assignment, Etc.  Employee
        represents and
        covenants that Employee has signed and delivered to Parent (or will sign
        and
        deliver upon request) an Employment, Confidential Information, Invention
        Assignment, Nonsolicitation and Arbitration Agreement (the “Proprietary
        Information Agreement”) in the form set forth in the Consolidated Companies’
Policy Manual.  Employee’s execution of such a Proprietary Information
        Agreement is a condition precedent to Employee’s eligibility for any rights and
        benefits under this Agreement.  The Proprietary Information Agreement
        and this Agreement shall be interpreted, to the extent possible, as being
        mutually consistent with each other, supplementary and both fully enforceable;
        provided, however, in the event of an irreconcilable conflict between specific
        provisions of each of the two agreements, the specific provisions of this
        Agreement shall prevail.

      


      10.                No
        Conflicts.   Employee
        hereby represents and covenants
        that Employee’s performance of all the terms of this Agreement and his work as
        an employee of a Consolidated Company does not and will not breach any oral
        or
        written agreement to which Employee is a party or by which Employee is
        bound.

      


      11.                Equitable
        Remedies.  Employee
        acknowledges and agrees that
        the breach or threatened breach by him of certain provisions of this Agreement,
        including without limitation Sections 8 above, would cause irreparable harm
        to
        the Consolidated Company for which damages at law would be an inadequate
        remedy.  Accordingly, Employee hereby agrees that in any such instance
        Parent or the Company shall be entitled to seek (without prior mediation
        or
        arbitration) injunctive or other equitable relief in any state or federal
        court
        within or without the State of Nevada in addition to any other remedy to
        which
        it may be entitled.  Employee hereby submits to the jurisdiction of
        any courts within the City of Reno in the State of Nevada and agrees not
        to
        assert such venue is inconvenient.


      
        
           

        

        
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      12.                Assignment.
        This Agreement is for the unique
        personal services of Employee and is not assignable or delegable in whole
        or in
        part by Employee without the consent of the Board of Parent.  This
        Agreement may not be assigned or delegated in whole or in part by the Parent
        or
        the Company without the written consent of Employee; provided, however, this
        Agreement may be assigned by the Parent or the Company without Employee’s prior
        written consent if such assignment is made to an entity that is a Consolidated
        Company or is acquiring substantially all of the business or assets of any
        Consolidated Company, whether by merger, asset sale or
        otherwise.

      


      13.                Waiver
        or
        Modification. Any
        waiver, modification, or amendment of any provision of this Agreement shall
        be
        effective only if in writing in a document that specifically refers to this
        Agreement and such document is signed by the parties hereto.

      


      14.                
        Entire Agreement. This Agreement,
        together with the
        Proprietary Information Agreement and other agreements required under the
        Consolidated Companies’ policies, constitute the full and complete understanding
        and agreement of any of the Consolidated Companies and Employee with respect
        to
        the subject matter covered herein and supersedes all prior oral or written
        understandings and agreements with respect thereto
        (including any offer letter associated
        with the commencement of your employment).

      


      15.                Severability.
        If any provision of this Agreement
        is found to be
        unenforceable by a court of competent jurisdiction, the remaining provisions
        shall nevertheless remain in full force and effect.

      


      16.                Attorneys’
Fees.  Should
        any Company, Parent
        or Employee default in any of the covenants contained in this Agreement,
        or in
        the event a dispute shall arise as to the meaning of any term of this Agreement,
        the defaulting or nonprevailing party shall pay all costs and expenses,
        including reasonable attorneys’ fees, that may arise or accrue from enforcing
        this Agreement, securing an interpretation of any provision of this Agreement,
        or in pursuing any remedy provided by applicable law whether such remedy
        is
        pursued or interpretation is sought by the filing of a lawsuit, an appeal,
        or
        otherwise.

      


      17.                Confidentiality.  Each
        of the parties
        acknowledges that the common shares of  Parent are registered under
        the Securities Exchange Act of 1934, as amended, and a result, Parent may
        be
        required to, and hereby has authorization to, file this Agreement or any
        amendment hereto with the Securities and Exchange Commission without requesting
        confidential treatment for any portion hereof.

      


      18.                Notices.  Any
        notice required
        hereunder to be given by either party shall be in writing and shall be delivered
        personally or sent by certified or registered mail, postage prepaid, or by
        private courier, with written verification of delivery, or by facsimile or
        other
        electronic transmission to the other party to the address or facsimile number
        set forth below or to such other address or facsimile number as either party
        may
        designate from time to time according to this provision.  A notice
        delivered personally or by facsimile or electronic transmission shall be
        effective upon receipt.  A notice delivered by mail or by private
        courier shall be effective on the third day after the day of
        mailing:


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      


      


      (a)           To
        Employee
        at:                                    ____________________

      ____________________

      ____________________

      


      (b)           To
        Parent/Company
        at:                       Altair Nanotechnologies
        Inc.

      204
        Edison Way

      Reno,
        Nevada  89502

      Facsimile
        No: (775)
        856-1619

      


      19.                Disputes;
        Governing Law;
        Arbitration.

      


      (a)           Except
        as provided in Section 11 and
        Section 8.5, any dispute concerning the interpretation or construction of
        this
        Agreement or his employment or service with Company, shall be resolved by
        confidential mediation or binding arbitration in Reno, Nevada.  The
        parties shall first attempt mediation with a neutral mediator agreed upon
        by the
        parties.  If mediation is unsuccessful or if the parties are unable to
        agree upon a mediator within thirty (30) days of a request for mediation
        by any
        party, the dispute shall be submitted to arbitration pursuant to the procedures
        of the American Arbitration Association (“AAA”) or other procedures agreed to by
        the parties.  All arbitration proceedings shall be conducted by a
        neutral arbitrator mutually agreed upon by the parties from a list provided
        by
        AAA.  The decision of the arbitrator shall be final and binding on all
        parties.  The costs of mediation and arbitration shall be borne
        equally by the parties.

      


      (b)           This
        Agreement shall be construed in
        accordance with and governed by the statutes and common law of the State
        of
        Nevada (other than any provisions that would cause the provisions of any
        other
        laws to apply).  To the extent this Agreement expressly permits any
        dispute to be resolved other than through arbitration or mediation, except
        as
        set forth in Section 8.5, the exclusive venue for any such action shall be
        the
        state and federal courts located in Reno, Nevada, and the parties each hereby
        submit to the jurisdiction of such courts for purposes of this
        Agreement.

      


      


      


      20.                Counterparts;
        Facsimile.  This Agreement
        may be
        executed in multiple counterparts, all of which taken together shall form
        a
        single Agreement.  A facsimile copy of this Agreement or any
        counterpart thereto shall be valid as an original.

      


      [intentionally
        left blank; signature
        page follows]

       

      
 

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF, Employee has signed
        this Employment Agreement (Level 12 Officer) personally and the Company and
        Parent have caused this Agreement to be executed by their duly authorized
        representatives.

      


      


      
        	 	
                COMPANY:

              
	 	 
	 	 
	 	
                ALTAIRNANO,
                  INC.

              
	 	
                a
                  Nevada
                  corporation

              
	 	 
	 	 
	 	
                By:  /s/
                  Alan
                  Gotcher                                
                  

              
	 	 
	 	
                Name:  Alan
                  Gotcher

              
	 	 
	 	
                Title:  Chief
                  Executive
                  Officer

              
	 	 
	 	 
	 	 
	 	
                PARENT:

              
	 	 
	 	
                ALTAIR
                  NANOTECHNOLOGIES
                  INC.

              
	 	
                a
                  Canadian
                  corporation

              
	 	 
	 	 
	 	
                By:  /s/
                  Alan
                  Gotcher                                 

              
	 	 
	 	
                Name:  Alan
                  Gotcher

              
	 	 
	 	
                Title:  Chief
                  Executive
                  Officer

              
	 	 
	 	 
	 	 
	 	
                EMPLOYEE:

              
	 	 
	 	 
	 	
                /s/
                  Bruce
                  Sabacky                                      

              
	 	
                Bruce
                  Sabacky, an
                  individual

              


      

      


      


      


      11