Exhibit 10.1


 


Ballantyne of Omaha, Inc.


Short-Term Incentive Plan


Fiscal Year 2009


 


The Short-Term Incentive Plan was developed in conjunction with our
compensation consultants, Compensation Strategies.  The Short-Term Incentive Plan is designed to
reward key members of management for their collective and individual
performance during the film exhibition industry’s transition to full-scale
adoption of digital projection.  The Compensation Committee reserves the right to
pay any award earned under this Plan in cash, restricted stock or a combination
of cash and restricted stock; the cash and restricted stock composition of any
award is at the sole discretion of the Compensation Committee.  Participants must be employed by Ballantyne
of Omaha, Inc. through December 31, 2009 in order to receive any
award under this Plan.


 


1.                                     Market competitive target award
percentages of base salary are established for the following positions:


 


	
  CEO

  	
   

  	
  50

  	
  %

  
	
  SVP Sales

  	
   

  	
  35

  	
  %

  
	
  CFO

  	
   

  	
  35

  	
  %

  
	
  VP Operations

  	
   

  	
  35

  	
  %

  
	
  Other Key
  Management

  	
   

  	
  25

  	
  %

  



 


2.                                     The following “Universal Goals”
apply to each of the plan’s participants.  These goals comprise 90% of the targeted
award.


 


a.                                       Fiscal year 2009 consolidated earnings before
interest, taxes, depreciation and amortization (EBITDA), excluding extraordinary
items and the short-term incentive plan accrual, of **.  This goal represents 45% of the target
award.


 


b.                                      Fiscal year 2009 Strong-MDI sales of ** with
a minimum gross margin contribution of **%. 
This goal represents 30% of the target award.


 


c.                                       Fiscal year 2009 Strong Technical Services
(STS) EBITDA ** of **.  This goal
represents 15% of the target award.


 


3.                                     The following “Individual Goals”
are specific to each manager’s area of responsibility. These goals comprise 10%
of the targeted award.


 


a.                                       **


 


b.                                      **


 

















 


c.                                       **


 


d.                                      **


 


e.                                       **


 


f.                                         **


 


g.                                      **


 


h.                                      **


 


4.                                     Named participants and target
awards are as follows:


 


	
  Participant

  	
   

  	
  Salary

  	
   

  	
  Target Award

  CYO

  	
   

  	
  Target Award ($)

  	
   

  
	
  John Wilmers

  	
   

  	
  $

  	
  275,000

  	
   

  	
  50

  	
  %

  	
  $

  	
  137,500

  	
   

  
	
  Ray Boegner

  	
   

  	
  $

  	
  190,000

  	
   

  	
  35

  	
  %

  	
  $

  	
  68,250

  	
   

  
	
  Chris Stark

  	
   

  	
  $

  	
  170,000

  	
   

  	
  35

  	
  %

  	
  $

  	
  59,500

  	
   

  
	
  Kevin Herrmann

  	
   

  	
  $

  	
  160,000

  	
   

  	
  35

  	
  %

  	
  $

  	
  56,000

  	
   

  
	
  **

  	
   

  	
  **

  	
   

  	
  25

  	
  %

  	
  **

  	
   

  
	
  **

  	
   

  	
  **

  	
   

  	
  25

  	
  %

  	
  **

  	
   

  
	
  **

  	
   

  	
  **

  	
   

  	
  25

  	
  %

  	
  **

  	
   

  
	
  **

  	
   

  	
  **

  	
   

  	
  25

  	
  %

  	
  **

  	
   

  



 


Example:


 


CEO has a Base Salary of $275,000.  His target award would be $137,500 and would
include these four objectives:


 


	
  Consolidated  EBITDA
  of **

  	
   

  	
  Weight of the  Objective
  = 45%

  	
   

  	
  Actual EBITDA =  **
  or 100% of goal

  	
   

  	
  45% of $137.5K =  $61,875

  
	
  Strong-MDI Sales of **
  @ ** GM

  	
   

  	
  Weight of the Objective =
  30%

  	
   

  	
  Actual Sales = ** at GM
  goal

  	
   

  	
  0% of $137.5K = $0

  
	
  STS EBITDA ** of **

  	
   

  	
  Weight of the Objective =
  15%

  	
   

  	
  STS EBITDA ** of **

  	
   

  	
  15% of $137.5K = $20,625

  
	
  Individual Goal 

  	
   

  	
  Weight of the Objective =
  10%

  	
   

  	
  Goal Accomplished

  	
   

  	
  10% of $137.5K = $13,750

  



 


In this example the total award would be $96,250.


 


**-Certain items in this document were redacted but are available to
the Securities and Exchange Commission upon request.