Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 29, 2009, the Board of Directors of American Technology Corporation (the "Company") adopted the American Technology Corporation Change in Control Severance Benefit Plan (the "Change in Control Plan"), which provides certain severance and other benefits to eligible officers whose employment is terminated in connection with or following a change of control of the Company. The Change in Control Plan supersedes and replaces any prior plans, policies and practices applicable to the eligible executives relating to severance or vesting acceleration upon a change of control of the Company. Thomas R. Brown, President and Chief Executive Officer, Katherine H. McDermott, Chief Financial Officer, and Norman Carmichael, Vice President of Operations, are eligible to participate in the Change of Control Plan.

The Change of Control Plan provides that in the event of a qualifying termination, each of the participating executives will be entitled to receive
(i) a lump sum payment equal to twenty-four months' base salary (less applicable tax and other withholdings), (ii) a lump sum payment equal to the officer's target bonus for the year in which the officer is terminated, (iii) continuation of health benefits for twenty-four months and (iv) accelerated vesting of any unvested stock options and other securities or similar incentives held at the time of termination. A qualifying termination under the Change of Control Plan is any involuntary termination without cause or any voluntary termination for good reason, in each case occurring within three months before or twelve months after a change of control of the Company.

Also on April 29, 2009, the Board of Directors appointed Thomas R. Brown as Chairman of the Board for the Company, replacing Elwood G. Norris. Mr. Norris will remain a member of the Board.

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