EMPLOYMENT AGREEMENT

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

(Level 12 Officer)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 6, 2009, 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 continue 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 (as defined below), 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 of Parent. 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 (if not already so amended), and   that any future Equity Awards shall provide , that all otherwise unvested Equity Awards shall, unless otherwise requested by Employee in writing, immediately vest as of the effective date of the 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.  In all circumstances, the bonus owing to Employee hereunder shall be paid to Employee prior to March 15th of the year following the year in which the Employee has achieved the agreed-upon performance objectives, such achievement being determined in the sole discretion of the Board.

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 (vi) habitual neglect of or deliberate or intentional refusal to perform Employee’s duties and obligations under this Agreement.

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 that cannot be cured or, if capable of being cured, is not cured within fifteen (15) days after receipt of written notice from the Employee of the need to cure; (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

(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.

7.1            Provisions Applicable to All Terminations . If Employee’s employment with all Consolidated Companies is terminated for any reason, (a) all cash compensation fro