Exhibit 10.2


 


THIS DEFERRED COMPENSATION
AGREEMENT (“Agreement”) is made as of this ____ day of January, 2021 (the “Effective Date”),
by and between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the “Company”), and ___________________
(the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company
and the Executive desire to defer payment of certain compensation otherwise payable by the Company to the Executive.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree
as follows:


 


1. Payment
of _______ percent (__%) of the cash compensation from the Company earned by the Executive as its employee during the period beginning
on the Effective Date and ending on December 25, 2021 (the “Suspension Period”), shall be suspended and not
paid to Executive or any other person except as set forth in this Agreement.


 


2. As
of each date on which the compensation suspended pursuant to paragraph 1 above would otherwise have been paid to the Executive,
the Company shall accrue on its books and records that number of shares of the Company’s common stock derived by dividing
(a) the amount of such suspended compensation, by (b) the Fair Market Value of one share of the common stock as of such date (the
“Accrued Shares”). For purposes of this Agreement, the “Fair Market Value” of the Company’s
common stock shall mean (i) if the common stock is traded on the over-the-counter market, the arithmetic mean of the bid and the
asked prices for the common stock at the close of trading on that date, or if that day is not a trading day on the trading day
immediately preceding such day; (ii) if the common stock is listed on a national securities exchange, the official closing price
on the consolidated tape on that date, or if that day in not a trading day on the trading day immediately preceding such day; and
(iii) if the common stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value
as the Compensation Committee of the Board of Directors of the Company, in good faith, shall determine.


 


3. On
or before March 15, 2022, the Company shall deliver to the Executive, or to the personal representative of the Executive in the
event of his earlier death (in either case, the “Distributee”), the number of Accrued Shares accumulated on
its books and records pursuant to paragraph 2 above attributable to compensation suspended during the Suspension Period, subject
to compliance with the tax withholding obligations described in paragraph 4 below. The Accrued Shares (i) will be issued under
and pursuant to the Company’s Second Amended and Restated Executive Stock Purchase Plan, approved by the Board of Directors
of the Company on September 10, 2020, as amended (the “Plan”) and as such this Agreement shall be deemed to
serve as a Notice of Election under and as defined in the Plan, on the terms described herein and otherwise in accordance with
the terms and provisions of the Plan (except that any provisions herein that are inconsistent with the provisions of the Plan,
will control), (ii) will be issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act’), (ii) will be “restricted securities,” as such term is defined in Rule 144 under
the Securities Act, (iii) may be resold or otherwise transferred only pursuant to an effective registration statement under the
Securities Act or applicable exemption from registration and (iv) when delivered, will be validly issued, fully paid and non-assessable.


 


4. The
Company shall have the authority and the right to deduct or withhold, or require the Distributee to remit to the Company, an amount
sufficient to satisfy Federal, state, local and foreign taxes required by law to be withheld with respect to the delivery of Accrued
Shares pursuant to paragraph 3 above. The Distributee may elect to have the Company withhold from the total number of Accrued Shares
that would otherwise have been delivered to the Distributee that number of shares having a Fair Market Value equal to the minimum
statutory amount necessary to satisfy the Company’s applicable federal, state, local and foreign tax withholding obligations.


 






     


     


    




 


5. Notwithstanding
any provision of this Agreement, in the event of a Change in Control prior to the delivery of shares pursuant to paragraph 3 above,
all further suspensions of payment of the Executive’s compensation shall cease, and the Fair Market Value of the Accrued
Shares as of the date of such Change and Control shall be immediately payable to the Executive, or to the personal representative
of the Executive in the event of his earlier death, in cash, subject to all applicable federal, state, local and foreign tax withholding
obligations. For purposes of this Agreement, “Change in Control” shall mean the consummation of any of the following,
provided that such transaction or occurrence results in a change in ownership or effective control of the Company, or in the change
in ownership of a substantial portion of the assets of the Company, in either case within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended: (a) any consolidation or merger of the Company with or into any other entity, or any corporate
reorganization; (b) any transaction (or series of related transactions involving a person or entity or group of affiliated persons
or entities) in which in excess of a majority of the voting power of the Company is transferred, including any consolidation or
merger; or (c) any sale, lease or other disposition of all or substantially all of the assets of the Company.











 


6. Neither
the Executive nor his estate shall have any power or right to transfer, assign, anticipate, mortgage, commute or otherwise encumber
any of the benefits payable hereunder, nor shall such benefits be subject to seizure for the payment of any debts or judgments
of either of them or to be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.


 


7. Neither
the Executive nor his estate shall have any right, title, or interest in or to any fund, investments, insurance policies or annuity
contracts which the Company may make or acquire to aid it in meeting its obligations hereunder. The rights of such persons to the
payment or provision of benefits pursuant to this Agreement are those of a general unsecured creditor or the Company. It is the
intention of the Company that the deferred compensation to which any person may be entitled under this Agreement shall be unfunded
for Federal income tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended.


 


8. This
Agreement shall be construed and enforced according to the laws of the State of Delaware and shall inure to the successors and
assigns of the Company, whether by merger, consolidation or otherwise.


 


9. The
parties agree that with respect to the subject matter herein contained, it is the entire agreement by the parties, superseding
any prior oral or written communications, representations, undertakings or agreements and shall not be amended, modified or changed,
except in a writing duly executed by the parties hereto.


 


10. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original of the same instrument,
but all of which together shall constitute but one and the same instrument.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above written.


 


	ATTEST:	BLONDER TONGUE LABORATORIES, INC.
	 	 
	 	By:	                 
	 	 	Edward R. Grauch, Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	 	 
	 	 
	 	 	_____________




 





 


 


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