Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 18, 2022, the Board of Directors of Blonder Tongue Laboratories, Inc.
(the "Company"), acting on the recommendation of the Compensation Committee of
the Board, agreed to make certain adjustments to the compensation of the
Company's executive officers, including (a) deferrals of or adjustments to cash
compensation, (b) adjustments to the exercise provisions of
currently-outstanding options in the event the executive officer is terminated
without cause prior to certain specified dates and (c) providing for certain
cash severance payments in the event the executive officer is terminated without
cause prior to certain specified dates. The affected officers are (i) Edward R.
Grauch, President and Chief Executive Officer, (ii) Eric Skolnik, Senior Vice
President and Chief Financial Officer, (iii) Ronald V. Alterio, Senior Vice
President-Engineering and Chief Technology Officer and (iv) Allen Horvath,
Senior Vice President-Operations.
In connection with these adjustments:
· Mr. Grauch has agreed to defer all of his cash compensation for a period of 180
days beginning May 23, 2022. As of each date on which compensation that would
otherwise have been paid to Mr. Grauch, the Company will accrue a number of
shares of its common stock calculated by dividing (i) the dollar amount of the
deferred compensation for such date by (ii) the fair market value of one share
of the Company's common stock (the "Accrued Shares"). The deferred
compensation, in the form of the Accrued Shares, will be paid to Mr. Grauch on
or before March 15, 2023. In the event that Mr. Grauch's employment is
terminated prior to the end of the 180-day period, the deferred cash
compensation and the resulting Accrued Shares issuable to Mr. Grauch will be
based upon the date of such termination; provided, however, that if Mr.
Grauch's employment is terminated by the Company, other than for cause, prior
to September 30, 2022, the amount of cash compensation deemed to have been
deferred and the resulting number of Accrued Shares issuable to Mr. Grauch will
be calculated as if such termination occurred as of September 30, 2022;
· Mr. Alterio has agreed to defer a portion of all of his cash compensation in an
amount equal to approximately 17% of his annual cash compensation during the
period beginning May 23, 2022 and ending August 12, 2022. The amount of cash
compensation deferred will be paid to Mr. Alterio in cash, in equal
installments, during the Company's fourth quarter payroll periods; and
· Mr. Horvath has agreed to a 50% reduction in his cash compensation, effective
May 23, 2022. As a result of the reduction, Mr. Horvath's cash compensation
will be based on an annualized rate of $85,000.
Also in connection with these adjustments, the Board agreed that the Company
would make certain payments to Messrs. Skolnik, Alterio and Horvath in the event
that the executive officer is terminated by the Company without cause prior to
September 30, 2022. In the event that Messrs. Skolnik, Alterio or Horvath are
terminated by the Company without cause prior to September 30, 2022, the
terminated executive officer is entitled to payment from the Company (the
"Severance Payment") in an amount equal to the amount the executive officer
would have received had his employment continued through September 30, 2022. Any
Severance Payments payable to them will payable beginning the first payroll
period after the first day of the sixth full calendar month following the date
of such executive officer's termination and will be paid in installments in
accordance with the Company's then-current payroll practices until the full
amount of the Severance Payment has been made. These Severance Payments are in
addition to the amounts such executive officers are entitled to under the
Company's existing standard employee severance policy, applicable to all
salaried employees, which provides for payment, upon involuntary termination
without cause, to one week of pay for each year of service up to a maximum of
six weeks of pay.
The Board also determined to make certain adjustments to the terms of
currently-outstanding options to purchase the Company's common stock held by
Messrs. Grauch, Skolnik, Alterio and Horvath that will apply if they are
terminated by the Company without cause prior to April 7, 2023. With respect to
any currently-outstanding options held by the executive officers that have not
yet vested but would otherwise vest on or prior to April 7, 2023, in the event
the executive officer is terminated by the Company without cause prior to April
7, 2023, such options shall vest and become exercisable on the earliest to occur
of (i) the executive officer's last date of employment, (ii) the contractual
vesting date applicable to a specific option or (iii) April 7, 2023. In
addition, to the extent that an executive officer does not exercise any such
option within 30 days following termination of employment, as currently provided
in the option grant agreement relating to such option, the exercise period for
such option will be extended to the last day of the 36thmonth following the
month of the executive officer's last day of employment.
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