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Exhibit 10.3
February 17, 2006
James Taylor
Dear JT,
American Technology Corporation
(“Company”) is very pleased to confirm our offer of
employment. This offer is contingent upon satisfactory results of
all reference, education, and background checks and is based on the
following terms and conditions:
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Title:
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Vice President, General
Counsel
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Reporting To:
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John Zavoli, President and Chief
Operating Officer
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Salary:
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Your starting salary as an exempt
employee will be $7,083.33 gross Semi-monthly or $170,000
annually.
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Stock Options:
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Management will recommend to the
Compensation Committee at its first meeting following your start
date, that you be granted stock options to purchase 100,000
shares of common stock. These options are presently available
to accommodate this recommendation. The Compensation Committee has
the discretion to approve or deny the grant. The recommended
options will have an exercise price equal to the fair market value
of our common stock (determined in accordance with our 2005 Stock
Option Plan) on the date the Compensation Committee approves the
grant, and will be exercisable for five (5) years after grant,
subject to earlier termination as set forth in the 2005 Stock
Option Plan. The recommended options will vest over four
(4) years with 25% vesting on the first anniversary of grant,
and then in equal quarterly installments over the following three
years of continuous service with the Company.
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Performance Review:
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You will be eligible for a six month
performance review.
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Health Benefits:
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The Company offers a comprehensive
benefits plan that includes medical, dental, vision, short-term
disability, long-term disability and life insurances. The Company
pays 100% of the premiums for all benefits. The Company reserves
the right to amend the terms of the benefit programs, including
premiums, at any time. Benefits begin the first day of the month
following your hire date. Except
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