Exhibit
10.5


 


AMENDMENT NO. 4


TO


EXECUTIVE EMPLOYMENT AGREEMENT


 


PARTIES:


 


This
Amendment No. 4 to Executive Employment Agreement dated September 23,
2009, by and between BALLANTYNE STRONG, INC., a Delaware corporation, with its
principal offices at 4350 McKinley Street, Omaha, Nebraska 68112 (the “Company”),
and JOHN P. WILMERS, an individual, residing at 17403 Harney Street, Omaha,
Nebraska 68118 (the “Executive”).


 


RECITALS:


 


This
Amendment No. 4 to Executive Employment Agreement is made with reference to
the following facts and objectives:


 


A.            Company and Executive
entered into an Executive Employment Agreement dated January 23, 2003, in
which Executive was retained to serve as President and Chief Executive Officer
of the Company.


 


B.            On or about June 24,
2004, the parties entered into an Amendment No. 1 to Executive Employment
Agreement deleting all references in said Executive Employment Agreement to
Company’s Key Employee’s Bonus Plan and referencing instead the Company’s
Executive Officer Performance Bonus Compensation Plan.


 


C.            On or about February 25,
2009, the parties entered into an Amendment No. 2 to Executive Employment
Agreement to provide that in the event that Executive’s Employment Agreement
was not renewed, all existing insurance benefits shall remain in force until
the last day of the month in which any severance benefits Executive is
receiving expire.


 


D.            On or about April 1,
2009, the parties entered into an Amendment No. 3 to Executive Employment
Agreement deleting all references in said Executive Employment Agreement to
Company’s Executive Officer Performance Bonus Compensation Plan and referencing
instead any incentive plan or program that Company may have in place from time
to time, covering Executive, in accordance with the terms and conditions set
forth therein.


 


E.             The Executive Employment
Agreement dated January 23, 2003 between the Company and Executive, as
amended by Amendment Nos. 1, 2 and 3 thereto, shall be collectively referred to
herein as the “Executive Employment Agreement.”


 


F.             As Executive is approaching
retirement, the Company is taking steps to establish a succession plan and has
engaged an executive search firm in order to find a successor to fill the 


 


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position
of President and Chief Executive Officer (the “Successor”).  In anticipation of the Company employing the
Successor sometime prior to December 31, 2011, the Company and Executive
desire to enter into this Amendment No. 4 to extend the Executive’s
employment and amend the Executive Employment Agreement to commence on January 23,
2010 and to terminate on the earlier to occur of the following: (i) the
first day the Successor commences employment as the President and Chief
Executive Officer of the Company, or (ii) December 31, 2011.


 


G.            In order to promote a smooth
transition in the event the Company employs the Successor prior to December 31,
2011, the Company and Executive desire to enter into the Employment Agreement
attached hereto as Exhibit A (the “New Agreement”) to secure
Executive’s service as an employee in a new capacity and to provide
compensation and benefits to Executive for the period commencing on the first
day the Successor commences employment through December 31, 2011.


 


H.            This Amendment No. 4
and the New Agreement will be delivered concurrently.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the parties hereto agree as follows:


 


Section 1.               Amendments to Agreement.


 


Section 4
of said Executive Employment Agreement is hereby deleted in its entirety and
replaced with the following:


 


“4.           Compensation.


 


4.1           Basic
Compensation.  For all of
the services to be rendered by the Executive in any capacity hereunder, the
Company shall pay the Executive a salary at the annual rate of Two Hundred
Seventy Five Thousand Dollars ($275,000.00), and in no event shall the basic
compensation be less than the aforesaid amount. 
The compensation paid hereunder to the Executive shall be paid in
accordance with the payroll practices conducted by 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.


 


4.2           Additional
Compensation.  In addition
to the basic compensation set forth at Subsection 4.1 above, the Company shall
pay the Executive additional compensation that Executive shall be entitled to
receive under any incentive compensation plan or program the Company may have
in place, from time to time, covering Executive.


 


4.3           [Intentionally
Deleted].


 


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4.4           [Intentionally
Deleted].


 


4.5           Termination of
Employment.  Upon
termination of employment for any reason, the Executive shall be entitled to
receive the basic compensation accrued but unpaid as of the date of
termination.  Upon termination of
employment of the Executive by the Company for any reason other than for cause,
the Executive shall also be entitled to receive the additional compensation on
a pro rata basis for the period of Executive’s employment under this Agreement
and any additional compensation shall be payable within sixty (60) days
following the end of the applicable calendar year.”


 


Section 5.2 of said
Executive Employment Agreement is hereby deleted in its entirety and replaced
with the following:


 


“5.2         The Company
agrees to furnish an automobile selected by the Company for use by the
Executive.  All expenses for the
maintenance, insurance and upkeep of the automobile shall be borne by the Company.  On the date of termination of this Agreement,
the Executive shall have the option to purchase such automobile from the
Company at its current private party sale value according to Kelly Blue Book.”


 


Section 6
of said Executive Employment Agreement is hereby deleted in its entirety and
replaced with the following:


 


“6.           Other Benefits.


 


6.1           Employee
Benefit Plans.  In addition
to the compensation and to the rights provided for elsewhere in this Agreement,
the Executive shall be entitled to participate in each employee benefit plan of
the Company now or hereafter adopted for the benefit of the employees of the
Company, to the extent permitted by such plans and by applicable law.


 


6.2           Retiree Medical
Benefits.  The Company
further agrees to continue the Executive’s medical coverage for Executive and
his eligible dependents, at the Company’s expense, until the Executive attains
age sixty-five (65), and for the Executive’s spouse until she attains the age
of sixty-five (65), even though such events may occur after this Agreement
expires.  After age sixty-five (65), the
Executive and his eligible dependents shall only be entitled to medical
insurance coverage to the extent, if any, that the Company provides such
coverage for other retired senior executives, except that the Company shall
continue to provide medical coverage for the Executive’s spouse until she
attains the age of sixty-five (65), provided the Executive is not terminated
for cause.”


 


Section 7
of said Executive Employment Agreement is hereby deleted in its entirety and
replaced with the following:


 


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“7.           Term of this Agreement.


 


7.1           The term of
this Agreement shall commence on January 23, 2010.  Unless terminated earlier as specifically
provided herein, Executive’s employment with the Company under this Agreement
shall terminate on the earlier to occur of the following: (i) the first
day the Successor commences employment as the President and Chief Executive
Officer of the Company, or (ii) December 31, 2011.


 


7.2           [Intentionally
Deleted].


 


7.3           [Intentionally
Deleted].


 


7.4           [Intentionally
Deleted].


 


7.5           Effect of
Termination of this Agreement.


 


7.5.1        In the event this Agreement is terminated early by
reason of Executive’s death pursuant to Section 8.1, then (i) there
shall be no remaining rights or obligations with respect to this Agreement
except for Sections 8.1.2, 4.5 and 6.2 which shall survive termination of
employment and shall remain in full force and effect, and (ii) the New
Agreement shall be null and void.


 


7.5.2        In the event this Agreement is terminated early by
reason of Executive’s incapacity pursuant to Section 8.1, then (i) there
shall be no remaining rights or obligations with respect to this Agreement
except for Sections 8.1.3, 4.5, 6.2 and 10 which shall survive termination of
employment and shall remain in full force and effect, and (ii) the New
Agreement shall be null and void.


 


7.5.3        In the event the Executive’s employment under this
Agreement is terminated for cause pursuant to Section 8.2, then (i) there
shall be no remaining rights or obligations with respect to this Agreement
except for Sections 8.2.4, 4.5 and 10 which shall survive termination of
employment and shall remain in full force and effect, and (ii) the New
Agreement shall be null and void.


 


7.5.4        In the event this Agreement is terminated as a
result of Successor commencing employment as the President and Chief Executive
Officer of the Company prior to December 31, 2011, then (i) there
shall be no remaining rights or obligations with respect to this Agreement
except for Section 4.5 which shall survive termination of employment and
shall remain in full force and effect, and (ii) this Agreement shall be
superseded by the New Agreement.


 


7.5.5        In the event this Agreement terminates on December 31,
2011, then (i) there shall be no remaining rights or obligations with
respect to this Agreement except for Sections 4.5, 6.2 and 10 which shall
survive termination of 


 


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employment
and shall remain in full force and effect, and (ii) the New Agreement
shall be null and void.”


 


Section 2.               Ratification.


 


Except
as herein amended, the parties hereto confirm and ratify all the terms and
conditions set forth in said Executive Employment Agreement and acknowledge
that it is binding and enforceable according to the terms thereof.


 


IN
WITNESS WHEREOF, this Amendment No. 4 to Executive Employment Agreement is
duly executed by the parties this 23 day of September, 2009


 


 


	
   

  	
  BALLANTYNE
  STRONG, INC., a Delaware corporation, “Company”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William F. Welsh, II

  
	
   

  	
  Name:

  	
  William
  F. Welsh, II

  
	
   

  	
  Its:

  	
  Chairman
  of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John P. Wilmers

  
	
   

  	
  JOHN
  P. WILMERS, “Executive”

  



 


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