Exhibit 10.1


 


BLONDER TONGUE 


EXECUTIVE DEFERRED COMPENSATION AGREEMENT


 


THIS DEFERRED COMPENSATION
AGREEMENT (“Agreement”) is made as of this 30th day of December, 2022 (the “Effective Date”), by
and between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the “Company”), and Edward R. Grauch (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 one hundred percent (100%) of the cash compensation from the Company earned by the Executive as its employee during
the period beginning on January 1, 2023 and ending on June 3, 2023 (the “Suspension Period”), shall be suspended and
not paid to Executive or any other person except as set forth in this Agreement. The cash compensation from the Company earned by the
Executive as its employee during the Suspension Period is referred to herein as the “Accrued Compensation.”


 


2.
On or before June 30, 2023, 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 full amount of the Accrued Compensation, subject
to compliance with the tax withholding obligations described in paragraph 4 below, via: (1) payment of cash; (2) the issuance of that
number of shares of the Company’s common stock derived by dividing (a) the amount of Accrued Compensation, by (b) the Fair Market
Value of one share of the common stock as of such date (the “Compensation Shares”); or (3) a combination of cash and
Compensation Shares. The form of payment of the Accrued Compensation shall be at the sole discretion of the Company’s Board of Directors
(the “Board”). 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,
in good faith, shall determine.


 


3.
The Compensation Shares issued, if any, (i) will be issued under and pursuant to the Company’s Second Amended and Restated
Executive Stock Purchase Plan, approved by the Board 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, in the case of any provisions in this Agreement that are inconsistent
with the provisions of the Plan, this Agreement 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 the
cash and / or the Compensation Shares pursuant to paragraph 2 above. The Distributee may elect to have the Company withhold from the total
number of Compensation 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 the cash and / or
the Compensation Shares pursuant to paragraph 2 above, all further suspensions of payment of the Executive’s compensation shall
cease, and the Accrued Compensation 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.
By signing below, Executive acknowledges and agrees that he has not received legal or tax advice from the Company with respect
to this Agreement; have had an opportunity to consult with his own tax counsel as to the U.S. federal, state, local and foreign tax consequences
of this Agreement; have had an opportunity to consult with his own independent legal counsel regarding his rights and obligations under
this Agreement; have carefully read this Agreement in its entirety; fully understand and agree to its terms and provisions; and intend
and agree that it be final and legally binding on Executive and the Company.


 


11.
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.


 






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


 


		BLONDER TONGUE LABORATORIES, INC.
	 	 	 
	 	By:	   
	 	 	Eric Skolnik, Senior Vice President and 

Chief Financial Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	 	Edward R. Grauch



 


 


 


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