AMERICAN TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
1. Purpose of the Plan . The purpose of this Plan is to encourage ownership in the Company by key personnel whose
long-term service is considered essential to the Company’s continued progress and, thereby, encourage recipients to act in the
stockholders’ interest and share in the Company’s success.
2. Definitions . As used herein, the following definitions shall apply:
“Administrator” shall mean the Board, any Committees or such delegates as shall be administering the Plan in
accordance with Section 4 of the Plan.
“Affiliate” shall mean any entity that is directly or indirectly controlled by the Company or any entity in
which the Company has a significant ownership interest as determined by the Administrator.
“Applicable Laws” shall mean the requirements relating to the administration of stock plans under federal
and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the
Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system
and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan,
the laws of such jurisdiction.
“Award” shall mean, individually or collectively, a grant under the Plan of Options, Stock Awards, SARs, or
“Awardee” shall mean a Service Provider who has been granted an Award under the Plan.
“Award Agreement” shall mean an Option Agreement, Stock Award Agreement, SAR Award Agreement,
and/or Cash Award Agreement, which may be in written or electronic format, in such form and with such terms as may be
specified by the Administrator, evidencing the terms and conditions of an indi