AXT (AXTI)

Item 1.01 Entry into a Material Definitive Agreement

On January 29, 2010, AXT, Inc., (“AXT” or “the Company”) entered into a supply agreement with AZUR SPACE Solar Power GmbH (“AZUR SPACE”).

Under the terms of the Agreements, AZUR SPACE shall purchase from AXT germanium substrates over a period of five years.

The Agreement is filed as Exhibits 10.31 to this Form 8-K.  As the Company has applied for confidential treatment from the Securities and Exchange Commission with respect to certain commercially sensitive pricing terms contained in the Agreements, such terms have been redacted from Exhibit 10.31 and have been replaced by  the symbol “***.”

A copy of the press release announcing this production order is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

On December 31, 2008, AXT, Inc., (“AXT” or “the Company”) renewed two supply agreements (collectively the “Agreements”) with IQE plc of Somerset, New Jersey (“IQE”).

Under the terms of the Agreements, IQE shall purchase from AXT a minimum of approximately $14.3 million of 4-inch and 6-inch semi-insulating gallium arsenide (GaAs) substrates, the majority of which will consist of 6-inch substrates.  All 4-inch GaAs substrates are to be shipped by December 31, 2009 and all 6-inch GaAs substrates are to be shipped by March 31, 2010.

The Agreements are filed as Exhibits 10.29 and 10.30 to this Form 8-K.  As the Company has applied for confidential treatment from the Securities and Exchange Commission with respect to certain commercially sensitive pricing terms contained in the Agreements, such terms have been redacted from Exhibit 10.29 and Exhibit 10.30 and have been replaced by the symbol “***.”

A copy of the press release announcing this production order is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

On July 2, 2008, AXT, Inc., (“AXT” or the “Company”) entered into a new lease agreement (the “New Lease”) with T. Drive Partners, L.P., a California partnership (the “Lessor”) of the facility located at 4281 Technology Drive, Fremont, California (the “Facility”) with approximately 27,760 square feet.  The New Lease shall commence on December 1, 2008 for a term of seven years, with an option by the Company to cancel the New Lease after five years, upon forfeiture of the security deposit and payment of one-half of the fifth year’s rent.  The base rent for the New Lease shall be $0.72 per square foot per month triple net, with annual rental increases of 4.5% per annum, payment of $50,000 security deposit, and tenant improvements of $575,000 to be amortized over seven years at 4% per annum.

The New Lease will replace the Company’s existing lease at this facility in its entirety.  The New Lease is filed as Exhibit 10.28 to this Form 8-K and is incorporated herein in its entirety.

Item 1.01 Entry into a Material Definitive Agreement

On February 19, 2008, AXT, Inc., (“AXT” or the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Car West Auto Body, Inc., a California corporation (the “Buyer”) under which it agreed to sell its property and building at 4311 Solar Way in Fremont, California in return for a cash payment of $5,600,000, subject to certain contingencies.  In connection with the execution of the Agreement, the Buyer will deposit $300,000 with an escrow agent, which shall be fully refundable to Buyer prior to the expiration of the Buyer’s 20-day Due Diligence Period.  If the Buyer delivers its Notice of Approval to the Company on or before the expiration of the Due Diligence Period, then, after the expiration of the Due Diligence Period, the deposit shall be deemed non-refundable to Buyer for any reason other than as a result of a breach or default by Seller or the occurrence of certain casualty or condemnation events prior to the close of escrow. The closing of the sale of the property is to occur on the later of (a) thirty days after the expiration of the Due Diligence Period or (b) March 18, 2008.

                The Agreement is filed as Exhibit 10.25 to this Form 8-K and is incorporated herein in its entirety.  Although the purchase is binding under the Agreement, it is conditioned upon various factors set forth more fully in the Agreement, including without limitation, the issuance of satisfactory title and the lifting of due diligence contingencies by the Buyers.  In addition, the lifting of contingencies is based on variables which are beyond the control of the Company and which do not have set time deadlines.  Accordingly, if the Company is unable to satisfy the Buyers’ contingencies, the sale will not close, and the Company will be required to return to the Buyer the $300,000 deposited with the escrow agent.

Item 1.01 Entry into a Material Definitive Agreement

On December 12, 2007, AXT, Inc., (“AXT” or “the Company”) entered into two supply agreements (collectively the “Agreements”) with IQE plc of Somerset, New Jersey (“IQE”).

Under the terms of the Agreements, IQE shall purchase from AXT a minimum of approximately $15.1 million of 4-inch and 6-inch semi-insulating gallium arsenide (GaAs) substrates.  IQE has an option to purchase an additional $3.5 million of 6-inch substrates from AXT under the Agreements.  All substrates ordered pursuant to the Agreements are to be shipped by the end of 2008.

The Agreements are filed as Exhibits 10.25 and 10.26 to this Form 8-K.  As the Company has applied for confidential treatment from the Securities and Exchange Commission with respect to certain commercially sensitive pricing terms contained in the Agreements, such terms have been redacted from Exhibit 10.25 and Exhibit 10.26 and have been replaced by the symbol “***.”

A copy of the press release announcing this production order is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

On October 22, 2007, AXT, Inc., (“AXT” or the “Company”) entered into a Purchase and Sale Agreement (the “New Agreement”) with SBC&D Co., Inc., a California Corporation, dba South Bay Development (the “Buyer”) under which it agreed to sell its property and building at 4311 Solar Way in Fremont, California in return for a cash payment of $5,650,000, subject to certain contingencies. In connection with the execution of the Agreement, the Buyer will deposit $250,000 with an escrow agent, which shall be fully refundable to Buyer prior to the expiration of the Buyer’s 30-day Due Diligence Period. If the Buyer delivers its Notice of Approval to the Company on or before the expiration of the Due Diligence Period, then, after the expiration of the Due Diligence Period, the deposit shall be deemed non-refundable to Buyer for any reason other than as a result of a breach or default by Seller or the occurrence of certain casualty or condemnation events prior to the close of escrow. The closing of the sale of the property is to occur within fifteen days of the lapse of the Due Diligence Period.

The Agreement is filed as Exhibit 10.24 to this Form 8-K and is incorporated herein in its entirety. Although the purchase is binding under the Agreement, it is conditioned upon various factors set forth more fully in the Agreement, including without limitation, the issuance of satisfactory title and the lifting of due diligence contingencies by the Buyers. In addition, the lifting of contingencies is based on variables which are beyond the control of the Company and which do not have set time deadlines. Accordingly, if the Company is unable to satisfy the Buyers’ contingencies, the sale will not close, and the Company will be required to return to the Buyer the $250,000 deposited with the escrow agent.

Item 1.01 Entry into a Material Definitive Agreement

On June 15, 2007, AXT, Inc., (“AXT” or the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Mr. and Mrs. Allen and Janette Blazick (the “Buyers”) under which it agreed to sell its property and building at 4311 Solar Way in Fremont, California in return for a cash payment of $5,350,000, subject to certain contingencies.  In connection with the execution of the Agreement, the Buyers deposited $100,000 with an escrow agent.  This initial deposit is refundable if the Buyers do not approve title and the physical condition of the property, including the environmental condition of the property, which must be approved within thirty days of receipt of a closure report related to ongoing environmental remediation of the property (the “Environmental Contingency Period”).  Separately, the Buyers have sole discretion to either lift any other due diligence contingencies or to terminate the Agreement, but must do so within forty-five days of the execution of the Agreement.  In the event that the Buyers remove all other due diligence contingencies respecting the property, the Buyers must make an additional non-refundable deposit of $300,000.  The closing of the sale of the property is to occur within thirty days of the lapse of the Environmental Contingency Period.

The Agreement is filed as Exhibit 10.23 to this Form 8-K and is incorporated herein in its entirety.  Although the purchase is binding under the Agreement, it is conditioned upon various factors set forth more fully in the Agreement, including without limitation, the issuance of satisfactory title and environmental reports and the lifting of due diligence contingencies by the Buyers.  In addition, the lifting of contingencies is based on variables which are beyond the control of the Company and which do not have set time deadlines.  Accordingly, if the Company is unable to satisfy the Buyers’ contingencies, the sale will not close, and the Company will be required to return to the Buyer the $100,000 deposited with the escrow agent.

Item 1.01 Entry into a Material Definitive Agreement

On February 27, 2007, AXT, Inc., (“AXT” or “the Company”) entered into an agreement (the “Agreement”) with Recapture Metals Limited of Ontario, Canada (“Recapture”).

Under the terms of the Agreement, during the eighteen month period beginning July 1, 2007, Recapture will supply the Company’s subsidiary in Beijing, People’s Republic of China with 1,000 kilograms per month of 99.99999% pure Gallium, up to a maximum of 18,000 kilograms of Gallium.  The Agreement provides for a minimum purchase amount of 18,000 kilograms of Gallium unless the Agreement is terminated prior to the expiration of the eighteen month period on December 31, 2008.  Grounds for termination prior to the expiration of the term are limited to Recapture’s inability to meet its supply obligations under the Agreement, breach of the Agreement by the non-terminating party or insolvency of the non-terminating party.

The Agreement is filed as Exhibit 10.22 to this Form 8-K and is incorporated herein in its entirety.  As the Company has applied for confidential treatment from the Securities and Exchange Commission with respect to certain commercially sensitive pricing terms contained in the Agreement, such pricing terms have been redacted from Exhibit 10.22 and have been replaced by  the symbol “***.”

Item 1.01.  Entry into a Material Definitive Agreement

On October 27, 2006, the Compensation Committee of the Board of Directors of AXT, Inc. approved stock option grants to each of the Company’s executive officers.  The stock option grants are subject to the terms and conditions of the form of Stock Option Agreement previously filed as Exhibit 99.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2005.  The exercise price of each of the stock options is $4.81, the closing price of AXT’s common stock on October 27, 2006 as reported by The NASDAQ Global Market.  The following table sets forth the number of shares subject to each option grant to the respective executive officers:

Vesting of each option commenced on October 27, 2006, the date of grant, and continues over four years at the rate of 1/4 on the one-year anniversary of the date of grant, and 1/48th per month thereafter.

Item 1.01 Entry into a Material Definitive Agreement

                On February 13, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of AXT, Inc. approved the 2006 Bonus Plan (the “Plan”) for the Company’s executive officers.  Under the terms of the Plan, bonuses are payable quarterly to executive officers upon achievement of quarterly performance measures established by the Compensation Committee.  A portion a portion of each executive officer’s target bonuses shall be determined based upon achievement of Company financial measures and a portion shall be determined based upon individual performance metrics established for each executive officer, including financial and operating metrics.  The performance measures include financial measures for the Company of target revenues, gross profit and operating expenses.  The following sets forth the annual maximum target bonus payable to each executive officer if performance measures are achieved:

Item 1.01.  Entry into a Material Definitive Agreement

On January 10, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of AXT, Inc. (the “Company”) approved an employment agreement (the “Agreement”) between the Company and Davis Zhang, President of the Company’s Joint Venture Operations (“Zhang”). The Agreement provides Zhang a base salary of $224,000 per annum, plus an additional compensation of 15% of base salary for all hours worked in China, as well as all benefits provided to other similarly situated employees.  In the event that Zhang is terminated without cause, the Company shall pay Zhang an amount equal to 24 months of his then current salary and reimbursement of health benefits.

A copy of the Agreement is attached hereto and incorporated herein as Exhibit 99.1.

Item 1.01.  Entry into a Material Definitive Agreement

On June 30, 2005, AXT, Inc. (the “Company”) announced its new organizational structure, including the appointment of Mr. Minsheng Lin as chief operating officer, effective July 11, 2005.  In connection with this appointment, the Company has entered into an offer of employment (the “Lin Offer Letter”) with Mr. Lin dated June 8, 2005, effective as of his commencement of employment with the Company.  Pursuant to the Lin Offer Letter, Mr. Lin shall be employed as chief operating officer of the Company at a salary of $198,000 per annum and a housing allowance.  Mr. Lin shall be granted options to purchase 100,000 shares of common stock of the Company (the “Options”).  The Options shall vest over four years at the rate of 25% on the one year anniversary of the date of grant, and thereafter in equal monthly installments at the rate of 1/48th per month over the remaining 36 months.

If Mr. Lin’s employment with the Company is terminated without cause, or if Mr. Lin terminates his employment as a result of a defined constructive termination, he shall be eligible to receive continuing payment of his last base salary and COBRA benefits for one year after such termination.  If, after a change in the Company’s control, Mr. Lin’s employment is terminated without cause or as a result of a defined constructive termination within twelve months after such change in control, the balance of any unvested portion of his Options shall become immediately vested in full.

The Company has also entered into an indemnification agreement with Mr. Lin in form and substance substantially as previously filed by the Company as an exhibit to its annual report on Form 10-K filed with the Securities and Exchange Commission.

A copy of the Lin Offer Letter is attached hereto as Exhibit 99.1.

On June 28, 2005, the Company has entered into an employment agreement (the “Cheung Agreement”) with Mr. Wilson W. Cheung, Vice President and Chief Financial Officer.  Pursuant to the Cheung Agreement, Mr. Cheung shall be employed as Vice President and Chief Financial Officer of the Company at a salary of $194,000 per annum.  Mr. Cheung’s existing option grants remain unchanged.

If Mr. Cheung’s employment with the Company is terminated without cause, or if Mr. Cheung terminates his employment as a result of a defined constructive termination, he shall be eligible to receive continuing payment of his last base salary and COBRA benefits for one year after such termination.  If, after a change in the Company’s control, Mr. Cheung’s employment is terminated without cause or as a result of a defined constructive termination within twelve months following such change in control, the balance of any unvested portion of his Options shall become immediately vested in full.

A copy of the Cheung Agreement is attached hereto as Exhibit 99.2.

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Item 1.01.  Entry into a Material Definitive Agreement

On April 22, 2005, AXT, Inc. (the “Company”), entered into a consulting agreement with Mr. Donald L. Tatzin, in connection with the resignation of Mr. Tatzin as a member of the board of directors of the Company described below.  Pursuant to this consulting agreement, Mr. Tatzin will provide consulting services to the board of directors and the chief executive officer of the Company through December 31, 2005, and the Company will pay Mr. Tatzin a consulting fee of $50,000.  All outstanding options held by Mr. Tatzin will continue to vest through December 31, 2005, and any options that are unvested as of the termination or expiration of the consulting agreement will accelerate such that they will become fully vested and exercisable.  In addition, the exercise period of all outstanding options held by Mr. Tatzin has been extended to December 31, 2007.

Item 1.01.  Entry into a Material Definitive Agreement

Effective March 29, 2005, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of AXT, Inc. (the “Company”) approved an Agreement Respecting Severance Payment (the “Severance Agreement”) between the Company and Morris S. Young, Chief Executive Officer, China Operations for the Company (“Young”).  The Severance Agreement provides that if Young is terminated by the Company without Cause (as defined therein) on or before December 31, 2006, he shall receive a separation bonus in the gross amount of two times his salary.  If Young resigns or is terminated by the Company without Cause on or after January 1, 2007, he shall receive a separation bonus in the gross amount of two times his salary, as well as any other separation payments that the Company may make available to other management employees.

A copy of the Severance Agreement is attached hereto and incorporated herein as Exhibit 99.1.

Item 1.01.  Entry into a Material Definitive Agreement

On March 17, 2005, AXT, Inc. (the “Company”) announced that it has appointed Dr. Philip C.S. Yin as chief executive officer, effective March 28, 2005.  In connection with this appointment, the Company has entered into an offer of employment (the “Offer Letter”) with Dr. Yin dated February 7, 2005, effective as of his commencement of employment with the Company.  Pursuant to the Offer Letter, Dr. Yin shall be employed as Chief Executive Officer of the Company at a salary of $220,000 per annum and a housing and car allowance.  Dr. Yin shall be eligible to participate in the executive bonus plan approved by the compensation committee at a target annual bonus of $100,000, and shall be granted options to purchase 240,000 shares of common stock of the Company (the “Options”).  The Options shall vest over four years at the rate of 25% on the one year anniversary of the date of grant, and thereafter in equal monthly installments at the rate of 1/48th per month over the remaining 36 months.

If Dr. Yin’s employment with the Company is terminated without cause, or if Dr. Yin terminates his employment as a result of a defined constructive termination, he shall be eligible to receive continuing payment of his last base salary and COBRA benefits for one year after such termination.  If, after a change in the Company’s control, Dr. Yin’s employment is terminated without cause or as a result of a defined constructive termination, the balance of any unvested portion of his Options shall become immediately vested in full.

The Company has also entered into an indemnification agreement with Dr. Yin in form and substance substantially as previously filed by the Company as an exhibit to its annual report on Form 10-K filed with the Securities and Exchange Commission.

A copy of the Offer Letter is attached hereto as Exhibit 99.1.