Vice President, Marketing Employment Letter Agreement - David Carnevale

Exhibit 10.8


January 12, 2006

David Carnevale


Dear David,


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: Title: Vice President, Marketing Reporting To: John Zavoli, President and Chief Operating Officer Start Date: January 30, 2006 or earlier Salary: Your starting salary as an exempt employee will be $7,500.00 gross Semi-monthly or $180,000 annually. Stock Options: 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. Health Benefits: The Company offers a comprehensive benefits plan that includes medical, dental, visio ...