Exhibit
10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2018, by and between
Ballantyne Strong, Inc. a Delaware corporation (the “Company”), and Mark Roberson, a North Carolina resident (the
“Executive”).


 


The
Company desires to employ Executive as its Executive Vice President and Chief Financial Officer, and the parties desire to enter
into this Agreement with respect to such employment.


 


NOW,
THEREFORE, in consideration of mutual promises and covenants herein contained, the parties hereto intending to become legally
bound agree as follows:


 


1.
Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company
upon the terms and conditions hereinafter set forth.


 


2.
Duties and Services.


 


2.1
Title and Duties. The Executive shall serve as Executive Vice President and Chief Financial Officer of the Company and
shall perform such duties as are customary for the chief financial officer and principal financial officer of a public company
registered with the SEC and listed on a national securities exchange and such other duties as may be assigned to him from time
to time by the Board of Directors or the Chief Executive Officer of the Company, which services may include serving as an officer
or director of a subsidiary or affiliate of the Company.


 


2.2
Time. The Executive shall devote his full business time and attention to the business of the Company and to the promotion
of the Company’s best interest, subject to vacations, holidays and normal illnesses pursuant to the Company’s policies
in place from time to time. The Executive shall at all times comply with Company policies in place from time to time, including
but not limited to the Company’s Code of Ethics.


 


2.3
Travel. The Executive shall undertake such travel as may be necessary and desirable to promote the business and affairs
of the Company, consistent with the Executive’s position and duties with the Company.


 


3.
Term of Employment. The Executive’s employment will be “at-will,” meaning that either the Executive or
the Company may terminate the Executive’s employment at any time and for any reason, with or without cause.


 


4.
Compensation.


 


4.1
Base Salary. For all of the services to be rendered by the Executive under this Agreement, the Company shall pay the Executive
a base salary equal to $250,000 (the “Base Salary”). The compensation paid hereunder to the Executive shall be paid
in accordance with the normal payroll practices of the Company and shall be subject to the customary withholding taxes and other
employment taxes as required with respect to compensation paid by a corporation to an employee. The Base Salary will be subject
to annual review and adjustment by the Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”) based upon the Executive’s performance.


 




    	 	 	 



    	 



    

 


4.2
Additional Compensation. In addition to the Base Salary set forth in subparagraph 4.1 above, the Company shall pay the
Executive additional compensation as set forth below.


 


4.2.1
Signing Bonus. The Compensation Committee, within thirty (30) days after the date
of this Agreement, shall grant to the Executive restricted stock units of 50,000 shares of common stock of the Company pursuant
to the Company’s 2017 Omnibus Equity Compensation Plan, vesting over a period of three years from the date of grant, and
shall grant an option to purchase 40,000 shares of common stock of the Company pursuant to the Company’s 2017 Omnibus Equity
Compensation Plan, with an exercise price equal to the closing sale price of the common stock on the date of grant as reported
by the NYSE American, vesting over a period of five years from the date of grant, and being a nonqualified option under the federal
tax laws. The option grant shall be evidenced by and subject to the terms and conditions of an Award Agreement under the 2017
Omnibus Equity Compensation Plan.


 


4.2.2
Annual Bonus. Commencing with respect to the Company’s 2019 fiscal year, the Executive will be eligible to receive
a bonus in an amount targeted at $150,000, payable through equity in the Company and/or cash, as determined by the Compensation
Committee of the Ballantyne Board of Directors. The bonus will be subject to the achievement of performance metrics and other
criteria as determined by the Compensation Committee of the Ballantyne Board of Directors. Any stock options in the Company will
vest over a period of five years from the date of grant, and will be nonqualified options under the federal tax laws. Any equity
award shall be evidenced by and subject to the terms and conditions of an Award Agreement entered into between the Company and
the Executive.


 


5.
Vacation. The Executive shall be entitled to vacation of up to four (4) weeks per calendar year, pursuant to the applicable
Company policy. All vacations shall be in addition to recognized national holidays. During all vacations, the Executive’s
compensation and other benefits as stated herein shall continue to be paid in full. Such vacations shall be taken only at times
convenient for the Company, as approved by the Chief Executive Officer.


 


6.
Company Benefit Programs. In addition to the compensation and to the rights provided for elsewhere in this Agreement, the
Executive shall be entitled to participate in each plan of the Company now or hereafter adopted and in effect from time to time
for the benefit of executive employees of the Company, to the extent permitted by such plans and by applicable law. Nothing in
this Agreement shall limit the Company’s right to amend, modify and/or terminate any benefit plan, policies or programs
at any time for any reason.


 




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7.
Restrictive Covenants and Need for Protection. Executive acknowledges that, because of his senior executive position with
the Company, he has or will develop knowledge of the affairs of the Company and its subsidiaries and their relationships with
dealers, distributors and customers such that he could do serious damage to the financial welfare of the Company and/or its subsidiaries
should he compete or assist others in competing with the business of the Company and/or its subsidiaries. Consequently, and in
consideration of his employment with the Company, and for the benefits he is to receive under this Agreement, and for other good
and valuable consideration, the receipt of which he hereby acknowledges, the Executive agrees as follows:


 


7.1
Confidential Information.


 


7.1.1
Non-disclosure. Except as the Company may permit or direct in writing, during the term of this Agreement and thereafter,
the Executive agrees that he will not disclose to any person or entity any confidential or proprietary information, knowledge
or data of the Company or any of its subsidiaries which he may have obtained while in the employ of the Company, relating to any
customers, customer lists, methods, distribution, sales, prices, profits, costs, contracts, inventories, suppliers, dealers, distributors,
business prospects, business methods, manufacturing ideas, formulas, plans or techniques, research, trade secrets, or know-how
of the Company or any of its subsidiaries. Nothing contained in this Agreement shall limit the Executive’s ability to respond
to a lawful subpoena; to make a report to or cooperate with any government agency, including without limitation the ability to
participate in an investigation, provide information, and recover any remuneration awarded for doing so; and to comply with any
other legal obligations.


 


7.1.2
Return of Records. All records, documents, software, computer disks and any other form of information relating to the business
of the Company or any of its subsidiaries, which are or were prepared or created by the Executive, or which may or did come into
his possession during the term of his employment with the Company, including any and all copies thereof, shall immediately be
returned to or, as the case may be, shall remain in the possession of the Company, as of the termination of the Executive’s
employment with the Company.


 


7.2
Covenant Not to Compete. During the Executive’s employment and for a period of one year thereafter, the Executive
agrees that he will not participate in or finance, directly or indirectly, for himself or on behalf of any third party, anywhere
in the world, as principal, agent, employee, employer, consultant, investor or partner, or assist in the management of, or own
any stock or any other ownership interest in, any business that is materially competitive with the business of the Company and/or
any of its subsidiaries, as conducted at any time during the twelve-month period prior to the time in question. Notwithstanding
the foregoing, the ownership of not more than two percent (2%) of the outstanding securities of any company listed on any public
exchange or regularly traded in the over-the-counter market, provided that the Executive’s involvement with any such
company is solely that of a passive security holder and the Executive discloses such ownership in advance to the Company’s
Board of Directors, shall not constitute a violation of this paragraph.


 




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7.3
Covenant Not to Solicit. The Executive agrees that he will not, during the Executive’s employment and for a period
of one (1) year thereafter:


 


(a)
directly or indirectly, request or advise any of the customers, distributors or dealers of the Company or any of its subsidiaries
to terminate or curtail their business with the Company or any of its subsidiaries, or to patronize another business which is
materially competitive with the Company or any of its subsidiaries; or


 


(b)
directly or indirectly, on behalf of himself or any other person or entity, request, advise or solicit any employee of the Company
or any of its subsidiaries to leave such employment for any reason.


 


7.4
Judicial Modification. In the event that any court of law or equity shall consider or hold any aspect of this Section 7
to be unreasonable or otherwise unenforceable, the parties hereto agree that the aspect of this Section so found may be reduced
or modified by appropriate order of the court and shall thereafter continue, as so modified, in full force and effect.


 


7.5
Injunctive Relief. The parties hereto acknowledge that the remedies at law for breach of this Section 7 will be inadequate,
and that the Company shall be entitled to injunctive relief for violation thereof; provided, however, that nothing herein
contained shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened
breach, including the recovery of damages from the Executive.


 


8.
Inventions and Discoveries. The Executive hereby sells, transfers and assigns to the Company or to any person or entity
designated by the Company, all of Executive’s right, title and interest in and to all inventions, ideas, disclosures and
improvements, whether patented or unpatented, and copyrightable material made or conceived by the Executive, solely or jointly,
during the term hereof which relate to the products and services provided by the Company or any of its subsidiaries or which otherwise
relate or pertain to the business, functions or operations of the Company or any of its subsidiaries. The Executive agrees to
communicate promptly and to disclose to the Company in such form as the Executive may be required to do so, all information, details
and data pertaining to such inventions, ideas, disclosures and improvements and to execute and deliver to the Company such formal
transfers and assignments and such other papers and documents as may be required of the Executive to permit the Company or any
person or entity designated by the Company to file and prosecute the patent applications, and, as to copyrightable material, to
obtain copyrights thereof.


 


9.
Tax Withholding. All payments made and benefits provided by the Company under this Agreement shall be reduced by any tax
or other amounts required to be withheld by the Company under applicable law.


 





10.
Survival of Obligations. All obligations of the Company and the Executive that by their nature involve performance, in
any particular, after the termination of the Executive’s employment or the term of this Agreement, or that cannot be ascertained
to have been fully performed until after the termination of Executive’s employment or the term of this Agreement, will survive
the expiration or termination of the term of this Agreement.


 




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11.
Officer Resignation. Upon termination of his employment with the Company for any reason, the Executive shall resign, as
of the date of such termination, from any corporate office or director position held with the Company or any of its parent companies,
subsidiaries or affiliates.


 


12.
Miscellaneous. The following miscellaneous sections shall apply to this Agreement:


 


12.1
Modifications and Waivers. No provision of this Agreement may be modified, waived or discharged unless that modification,
waiver or discharge is agreed to in writing by the Executive and the Company. No waiver by either party at any time of any breach
by the other party of, or compliance with, any condition or provision of this Agreement to be performed by that other party shall
be deemed a waiver of similar or dissimilar provisions or conditions at the time, or at any prior or subsequent time.


 


12.2
Construction of Agreement. This Agreement supercedes any oral or written agreements between the Executive and the Company
and any oral representations by the Company to the Executive with respect to the subject matter of this Agreement.


 


12.3
Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws
of the State of Delaware.


 


12.4
Severability. If any one or more of the provisions of this Agreement, including but not limited to Section 7 hereof, or
any word, phrase, clause, sentence or other portion of a provision is deemed illegal or unenforceable for any reason, that provision
or portion will be modified or deleted in such a manner as to make this Agreement as modified legal and enforceable to the fullest
extent permitted under applicable laws. The validity and enforceability of the remaining provisions or portions will remain in
full force and effect.


 


12.5
Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original
and all of which will evidence one and the same agreement.


 


12.6
Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and
their respective heirs, beneficiaries, personal representatives, successors and assigns.


 


12.7
Notices. Any notice, request or other communication required to be given pursuant to the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered in person, on the next business day after being delivered
to a nationally-recognized overnight courier service (for such next-day delivery) or five (5) days after being deposited in the
United States mail, certified or registered, postage prepaid, return receipt requested and addressed to the other party at the
respective addressees set forth below or to the other addresses of either party may have furnished to the other in writing in
accordance with this Section 12.7, except that notice of change of address will be effective only upon receipt.


 




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	 	If
    to Company:	 	Ballantyne
    Strong, Inc.
	 	 	 	11422
    Miracle Hills Drive, Suite 300
	 	 	 	Omaha,
    NE 68154
	 	 	 	ATTN:
    Chief Executive Officer
	 	 	 	 
	 	If
    to Executive:	 	At
    the address for the Executive most recently
	 	 	 	on
    file with the Company.


 


12.8
Entire Agreement. This Agreement contains the entire agreement of the parties. All prior arrangements or understandings,
whether written or oral, are merged herein. This Agreement may not be changed orally, but only by an agreement in writing, signed
by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.


 


	BALLANTYNE STRONG, INC.	 	EXECUTIVE









	 	 	 	 	 
	By:
    	/s/
    D. Kyle Cerminara	 	By:
    	/s/
    Mark D. Roberson
	Name:	D.
Kyle Cerminara	 	Name:	Mark
    D. Roberson
	Title:	Chief
    Executive Officer	 	Date:	November
    7, 2018
	Date:
    	November
    7, 2018 	 	 	 


 









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