~~(1)~~

In connection with his resignation effective November 16, 2018, the Company entered into a consulting agreement with Mr. Schulz. Pursuant to the consulting agreement, Mr. Schulz agreed to provide consulting services to the Company through March 31, 2019, at the rate of $26,683 per month, pro-rated for any partial month. Mr. Schulz’s consulting services ceased in May 2019.

The following table sets forth information concerning outstanding equity awards for each of the Company’s Named Executive Officers as of the end of the last completed fiscal year.

Outstanding Equity Awards at ~~2018~~2019 Fiscal Year-End

	Option Awards									Stock Awards					Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(*)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(*)
D. Kyle Cerminara		36,000		24,000	⁽¹⁾		4.33		11/22/2025		—			—
D. Kyle Cerminara⁽¹²⁾																48,000		12,000	^(1)(12)		4.33		11/22/2025		—			—
																24,000		36,000	^(2)(12)		6.50		2/28/2027		—			—
																10,000		40,000	⁽³⁾		4.70		1/26/2028		—			—
		12,000		48,000	⁽²⁾		6.50		2/28/2027		—			—		—		30,000	⁽⁴⁾		2.89		6/6/2029		—			—
		—		50,000	⁽³⁾		4.70		1/26/2028		—			—		—		—			—		—		20,000	⁽⁷⁾		64,800
		—		—			—		—		40,000	⁽⁷⁾		46,000		—		—			—		—		26,667	⁽⁸⁾		86,401
		—		—			—		—		40,000	⁽⁸⁾		46,000		—		—			—		—		75,000	⁽⁹⁾		243,000

Mark D. Roberson		—		40,000	⁽⁴⁾		2.25		12/4/2028		50,000	⁽⁹⁾		57,500		8,000		32,000	⁽⁵⁾		2.25		12/4/2028		—			—
																—		30,000	⁽⁴⁾		2.89		6/6/2029		—			—
Lance V. Schulz		—		—	⁽³⁾⁽⁵⁾		—		—		40,000	⁽¹⁰⁾		46,000
																—		—			—		—		33,334	⁽¹⁰⁾		108,002
																—		—			—		—		65,000	⁽⁹⁾		210,600

Ray F. Boegner		5,000		—	⁽⁶⁾		4.70		1/11/2022		—			—		5,000		—	⁽⁶⁾		4.70		1/11/2022		—			—
		16,000		16,000	⁽¹⁾		4.33		11/22/2025		—			—		24,000		8,000	⁽¹⁾		4.33		11/22/2025		—			—
		8,000		32,000	⁽²⁾		6.50		2/28/2027		—			—		16,000		24,000	⁽²⁾		6.50		2/28/2027		—			—
		—		50,000	⁽³⁾		4.70		1/26/2028		—			—		10,000		40,000	⁽³⁾		4.70		1/26/2028		—			—
		—		—			—		—		6,667	⁽¹¹⁾		7,667		—		20,000	⁽⁴⁾		2.89		6/6/2029		—			—
		—		—			—		—		40,000	⁽⁸⁾		46,000		—		—			—		—		3,334	⁽¹¹⁾		10,802
																—		—			—		—		26,667	⁽⁸⁾		86,401
																—		—			—		—		40,000	⁽⁹⁾		129,600

* Based on the closing stock price of our common stock of ~~$1.15~~$3.24 on December 31, ~~2018,~~2019, the last trading day of the ~~2018~~2019 fiscal year.

(1)	The 60,000 and 40,000 stock options granted to Messrs. Cerminara and Boegner, respectively, on November 22, 2015 pursuant to the 2010 Plan become exercisable in five equal annual installments beginning on November 22, 2016 and thereafter on November 22 of each year through 2020. On November 23, 2016, Mr. Boegner exercised options from this grant to acquire 8,000 shares of the Company’s common stock at an exercise price of $4.33 per share.

(2)	The 60,000 and 40,000 stock options granted to Messrs. Cerminara and Boegner, respectively, on February 28, 2017 pursuant to the 2010 Plan become exercisable in five equal annual installments beginning on February 28, 2018 and thereafter on February 28 of each year through 2022.

(3)	The 50,000 stock options granted to each of Messrs. Cerminara and Boegner on January 26, 2018 pursuant to the 2017 Plan become exercisable in five equal annual installments beginning on January 26, 2019 and thereafter on January 26 of each year through 2023. Mr. Schulz was also granted 50,000 stock options with the same vesting terms on January 26, 2018. Upon his resignation from the Company effective November 16, 2018, Mr. Schulz immediately forfeited all 50,000 unvested options.

(4)	The 30,000, 30,000 and 20,000 stock options granted to Messrs. Cerminara, Roberson and Boegner, respectively, on June 6, 2019 pursuant to the 2017 Plan become exercisable in five equal annual installments beginning on June 6, 2020 and thereafter on June 6 of each year through 2024.

(5)	The 40,000 stock options granted to Mr. Roberson on December 4, 2018 pursuant to the 2017 Plan become exercisable in five equal annual installments beginning on December 4, 2019 and thereafter on December 4 of each year through 2023.

~~(5)~~	The 40,000 stock options granted to Mr. Schulz on April 7, 2017 pursuant to the 2010 Plan were scheduled to vest and become exercisable in four equal annual installments beginning on April 7, 2018 and thereafter on April 7 of each year through 2021. Upon his resignation from the Company effective November 16, 2018, Mr. Schulz immediately forfeited 30,000 unvested options and, following a period of 30 days from the effective date of his resignation, forfeited the right to exercise 10,000 options.

(6)	The 30,000 stock options granted to Mr. Boegner on January 11, 2012 pursuant to the 2010 Plan became exercisable in four equal installments beginning on January 11, 2013 and thereafter on January 11 of each year through 2016. On both August 11, 2016 and August 30, 2016, Mr. Boegner exercised options from this grant to acquire 5,000 shares of the Company’s common stock. On June 8, 2017, Mr. Boegner exercised options from this grant to acquire 7,000 shares of the Company’s common stock. On August ~~14,~~10, 2017, Mr. Boegner exercised options from this grant to acquire 8,000 shares of the Company’s common stock.

(7)	Represents ~~40,000~~20,000 shares of restricted stock. The restricted shares ~~vest in equal annual installments~~vested on February ~~27, 2019 and February 27,~~28, 2020.

(8)	Represents ~~40,000~~26,667 RSUs to be settled in shares of the Company’s common stock on a one-for-one basis as soon as practicable following the applicable vesting date. The RSUs vest in equal annual installments on January 26, ~~2019, January 26,~~ 2020 and January 26, 2021.

(9)	Represents ~~50,000~~RSUs to be settled in shares of the Company’s common stock on a one-for-one basis as soon as practicable following the applicable vesting date. The RSUs vest in equal annual installments on June 6, 2020, June 6, 2021 and June 6, 2022.

(10)	Represents 33,334 RSUs to be settled in shares of the Company’s common stock on a one-for-one basis as soon as practicable following the applicable vesting date. The RSUs vest in equal annual installments on December 4, ~~2019, December 4,~~ 2020 and December 4, 2021.

~~(10)~~(11)	Represents ~~40,000 RSUs to be settled in~~3,334 shares of ~~the Company’s common stock~~restricted stock. The restricted shares vested on a one-for-one basis as soon as practicable following the applicable vesting date. As part of Mr. Schulz’s consulting agreement entered into in connection with his resignation, the Company agreed to amend Mr. Schulz’s award agreement for the RSUs held by Mr. Schulz to provide that one-third of the RSUs would vest on January 26, 2019, and two-thirds of the RSUs would vest on March 31, 2019, subject to Mr. Schulz remaining in the continuous service of the Company through the applicable vesting dates.February 28, 2020.

~~(11)~~(12)	~~Represents 6,667 shares~~In connection with Mr. Cerminara’s April 2020 resignation, 120,000 stock options granted under the 2010 Plan were either forfeited or expired. Equity awards granted to Mr. Cerminara under the 2017 Plan, consisting of 20,000 vested stock options, 60,000 unvested stock options and 88,334 unvested restricted ~~stock. The shares~~stock units as of April 13, 2020, remain outstanding and continue to vest in ~~equal annual installments on February 27, 2019 and February 27, 2020.~~accordance with their terms due to Mr. Cerminara’s continued service as a member of the Board. On June 12, 2020, the Compensation Committee of the Board approved the treatment of Mr. Cerminara’s outstanding equity awards.

Potential Payments Upon Termination or ~~Change-in-Control~~Change in Control

Employment Agreements

Pursuant to Mr. Boegner’s employment agreement with the Company, in the event Mr. Boegner’s employment is terminated by the Company without ~~good~~ cause or by Mr. Boegner for good reason, then he will receive his base salary for a period equal to three (3) weeks for each year that he has been employed by the Company and all existing insurance benefits shall remain in force until the last day of the month in which the severance period expires, subject to Mr. Boegner’s continued compliance with certain restrictive covenants set forth in the employment agreement (including confidentiality and non-solicitation covenants) and his execution of the Company’s standard form of general release. In addition, Mr. Boegner would be entitled to receive any earned and unpaid amounts owed to him under the employment agreement and such other accrued benefits as may be provided for under the agreement. For purposes of Mr. Boegner’s employment agreement, “good reason” means a material breach by the Company of its obligations to Mr. Boegner under the agreement. In addition, for purposes of the agreement, “cause” exists if Mr. Boegner (i) acted dishonestly or incompetently or engaged in willful misconduct in performance of his executive duties, (ii) breached fiduciary duties owed to the Company, (iii) intentionally failed to perform reasonably assigned duties, (iv) willfully violated any law, rule or regulation, or court order (other than minor traffic violations or similar offenses), or otherwise committed any act which would have a material adverse impact on the business of the Company, and/or (v) is in breach of his obligations under the agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach from the Company.

We are also obligated under Mr. Boegner’s employment agreement to provide certain payments to Mr. Boegner in the event of his death or termination by reason of his incapacity. In the event of Mr. Boegner’s death, we are obligated to pay his estate all accrued sums due and owing to Mr. Boegner with respect to his salary and such other benefits as may be provided under his agreement. In addition, in the event we terminate Mr. Boegner’s employment by reason of his incapacity, Mr. Boegner is entitled to any accrued amounts due and owing to him with respect to his salary and such other benefits as may be provided under his agreement.

Pursuant to Mr. Major’s employment agreement with the Company, in the event of a change in control that results in Mr. Major being terminated, or if the Senior Vice President of Finance position is eliminated without Mr. Major being offered a mutually-agreed comparable opportunity at an affiliate of the Company, Mr. Major will be entitled to severance equal to one year of his base salary. In addition, Mr. Major’s $30,000 cash signing bonus is subject to forfeiture in the event Mr. Major resigns from the Company or is terminated for cause.

The employment agreement for Mr. Roberson does not provide for any specified severance benefits. However, Mr. Roberson, along with Mr. Cerminara, would have been entitled during the ~~2018~~2019 fiscal year to severance and other benefits, such as accrued vacation, pursuant to the Company’s then-existing severance policy available to all salaried employees.

Mr. ~~Schulz’s employment agreement did not provide for any specified severance benefits.~~Cerminara resigned as the Company’s Chief Executive Officer on April 13, 2020. He continues to serve as the Company’s Chairman. In connection with Mr. Cerminara’s resignation, 120,000 stock options granted under the 2010 Plan were either forfeited or expired. Equity awards granted to Mr. Cerminara under the 2017 Plan, consisting of 20,000 vested stock options, 60,000 unvested stock options and 88,334 unvested restricted stock units as of April 13, 2020, remain outstanding and continue to vest in accordance with their terms due to Mr. Cerminara’s continued service as a member of the Board. On June 12, 2020, the Compensation Committee of the Board approved the treatment of Mr. Cerminara’s outstanding equity awards. Following his resignation as Chief Executive Officer, Mr. Cerminara receives the Company’s standard non-employee director compensation, as described below under “Director Compensation.”

2017 Omnibus Equity Compensation Plan – Change in Control Provisions

~~The~~Our 2017 Plan, which was initially approved by our stockholders on June 15, 2017, with the amendment and restatement of the 2017 Plan, effective as of October 28, 2019, approved by our stockholders on December 17, 2019, generally provides for “double-trigger” vesting of equity awards in connection with a change in control of the Company, as described below.

To the extent that outstanding awards granted under the 2017 Plan are assumed in connection with a change in control, except as otherwise provided in the applicable award agreement or in another written agreement with the participant, all outstanding awards will continue to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based awards being converted to service-based awards at the “target” level. Vesting and exercisability (as applicable) of awards that are assumed in connection with a change in control generally would be accelerated in full on a “double-trigger” basis, if, within two years after the change in control, the participant’s employment is involuntarily terminated without cause, or by the participant for “good reason.” Any stock options or stock appreciation rights (“SARs”) that become vested on a “double-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award.

To the extent outstanding awards granted under the 2017 Plan are not assumed in connection with a change in control, then such awards generally would become vested in full on a “single-trigger” basis, effective immediately prior to the change in control, with performance-based awards becoming vested at the “target” level. Any stock options or SARs that become vested on a “single-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award.

The Compensation Committee has the discretion to determine whether or not any outstanding awards granted under the 2017 Plan will be assumed by the resulting entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments in connection with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection with a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount equal to the excess of the fair market value of the shares subject to the award over any exercise price related to the award, including the right to cancel any “underwater” stock options and SARs without payment therefor.

For purposes of the 2017 Plan, subject to the exceptions set forth in the 2017 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the voting power or value of the Company’s stock; (b) the incumbent board of directors ceasing to constitute a majority of the board of directors during a twelve-month period; and (c) the acquisition of 50% or more of the gross fair market value of the Company’s assets over a twelve-month period. The full definition of “change in control” is set out in the 2017 Plan.

For purposes of the 2017 Plan, unless otherwise defined in a written agreement with the participant or an applicable severance plan, “cause”, as a reason for the Company’s termination of a participant’s employment, generally means that the participant (a) acted dishonestly or incompetently or engaged in willful misconduct in performance of his or her duties; (b) breached fiduciary duties owed to the Company; (c) intentionally failed to perform reasonably assigned duties, which the participant did not satisfactorily correct within 30 calendar days following written notification; (d) was convicted or entered a plea of guilty or nolo contendere of any felony crime involving dishonesty; or (e) otherwise committed any act which could have a material adverse impact on the business of the Company.

For purposes of the 2017 Plan, unless otherwise defined in a written agreement with the participant or an applicable severance plan, “good reason”, as a reason for a participant’s termination of his or her employment, generally means the occurrence of any of the following without the participant’s consent (and unless timely cured by the Company following notice from the participant): (a) any material diminution in the participant’s compensation or benefits, unless generally applicable to all similarly situated employees of the Company; (b) the assignment to the participant of any duties inconsistent with, or substantially adverse to, his or her status and duties, or a reduction in title; (c) a material breach by the Company or a subsidiary of its obligations under the participant’s employment agreement, if any; or (d) the relocation of the participant’s primary work location to a location more than fifty miles away from the current ~~location, in each case if not cured by the Company within the time limits set forth in the 2017 Plan.~~location.

Except as described above with respect to a change in control, unexercisable stock options, unvested restricted shares and unvested RSUs generally become forfeited upon termination of employment. The stock options that are exercisable at the time of termination of employment expire within the earlier of thirty days after such termination or the expiration date of the options. Upon termination for “cause,” all options, whether or not exercisable, are generally automatically forfeited.

Awards granted under the 2017 Plan may be subject to forfeiture or recoupment as determined by the Compensation Committee in the event of certain detrimental activity, such as a participant’s breach of applicable restrictive covenants. Awards granted under the 2017 Plan also may be subject to forfeiture or recoupment as provided pursuant to any compensation recovery (or “clawback”) policy that the Company may adopt or maintain from time to time.

2010 Long-Term Incentive Plan – Change in Control Provisions

The 2010 Plan provides that no acceleration of an award shall occur upon or after a “change in control” unless such acceleration is provided for in the applicable award agreement and determined by the Compensation Committee on a grant-by-grant basis or as may be provided in an after written agreement between the Company and the grantee. The award agreements for the stock options and restricted shares ~~and RSUs~~ granted to Messrs. Cerminara ~~Schulz~~ and Boegner under the 2010 Plan provide for accelerated vesting of all unvested options and restricted shares ~~and RSUs~~ upon the occurrence of a “change in control” while the grantee is employed by the Company or a subsidiary of the Company as of the date of the change in control.

For purposes of the 2010 Plan, subject to the exceptions set forth in the 2010 Plan, a “change in control” generally includes (i) the acquisition of more than 50% of the ~~company’s~~Company’s common stock; (ii) over a twelve-month period, the acquisition of more than 50% of the ~~company’s~~Company’s common stock or the replacement of a majority of the board of directors by directors not endorsed by the persons who were members of the board before the new directors’ appointment; and (iii) the acquisition of more than 50% of the total gross fair market value of all the assets of the Company over a twelve-month period.

DIRECTOR COMPENSATION

The following table sets forth the compensation paid to the Company’s directors in fiscal ~~2018,~~2019, except for Mr. Cerminara, who ~~does~~did not receive any separate compensation for his service as a ~~director.~~director during 2019. Following Mr. Cerminara’s resignation as the Company’s Chief Executive Officer on April 13, 2020, Mr. Cerminara receives the Company’s standard non-employee director compensation.

Fees Earned Or Paid in
Cash ($)⁽¹⁾ Stock Awards
($)⁽³⁾ Option Awards
($) Non-Equity Incentive Plan Compensation
($) Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) All Other Compensation
($) Total
($)
Samuel C. Freitag⁽²⁾ 31,829 — — — — — 31,829
William J. Gerber⁽²⁾ 43,750 30,000 — — — — 73,750
Jack H. Jacobs⁽²⁾ 8,195 30,000 — — — — 38,195
Lewis M. Johnson⁽²⁾ 32,559 30,000 — — — — 62,559
Charles T. Lanktree⁽²⁾ 37,000 30,000 — — — — 67,000
Robert J. Roschman 31,750 30,000 — — — — 61,750
James C. Shay 22,908 — — — — — 22,908
Ndamukong Suh 31,750 30,000 — — — — 61,750

	Fees Earned Or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽³⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
William J. Gerber⁽²⁾		38,750		45,000		—		—		—		—		83,750
Jack H. Jacobs⁽²⁾		33,750		45,000		—		—		—		—		78,750
Lewis M. Johnson		28,500		75,900		—		—		—		—		104,400
Charles T. Lanktree⁽²⁾		34,000		45,000		—		—		—		—		79,000
Robert J. Roschman		28,500		45,000		—		—		—		—		73,500
Ndamukong Suh		34,750		45,000		—		—		—		—		79,750

(1)	Represents the annual retainer fee paid to each director and cash payments for attendance at meetings of the Board of Directors and meetings of the committees of the Board of Directors both in person and via ~~teleconference. Messrs. Freitag and Shay resigned from the Board of Directors effective August 30, 2018 and July 6, 2018, respectively. Colonel Jacobs was appointed~~teleconference prior to the ~~Board of Directors effective July 11, 2018. Each director who served for a partial year during 2018 received a pro rata portion~~modification of the ~~annual cash retainer fee.~~director compensation program in June 2019. Although not included in the above table, the directors are reimbursed for their out-of-pocket expenses of attending meetings of the Board of Directors.

(2)	Mr. Gerber earned $10,000 for acting as Chairman of the Audit Committee, Mr. Lanktree earned $5,000 for acting as Chairman of the Compensation Committee and ~~Messrs. Freitag,~~Colonel Jacobs ~~and Johnson each~~ earned ~~a pro rata portion of~~ $5,000 for acting as Chairman of the Nominating and Corporate Governance ~~Committee (Mr. Freitag served as Chairman until Mr. Johnson was appointed Chairman effective July 11, 2018, and Mr. Johnson served as Chairman from July 11, 2018 until~~Committee. Colonel Jacobs ~~was appointed Chairman effective September 7, 2018).~~resigned from the Board of Directors on October 5, 2020.

(3)	On ~~December 4, 2018,~~July 1, 2019, Messrs. Gerber, Jacobs, Johnson, Lanktree, Roschman and Suh were each granted ~~13,333~~14,563 RSUs under the 2017 Plan. In addition, Mr. Johnson was granted an additional 10,000 RSUs for his role as Co-Chairman of the Board of Directors. The RSUs vest in three equal annual installments on ~~December 4, 2019, subject~~July 1, 2020, July 1, 2021 and July 1, 2022, provided that, if the director makes himself available and consents to be nominated by the ~~recipient’s~~Company for continued service as a director of the Company, ~~through such date.~~but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company. Each RSU represents a contingent right to receive one share of common stock of the Company. The amounts shown in this column include the fair value of the annual ~~restricted stock~~RSU award on the date of grant, which was ~~$2.25~~$3.09 per share. For additional information relating to the assumptions made in valuing and expensing these awards for ~~2018,~~2019, refer to Note 12 in the Company’s consolidated financial statements included in the Company’s Annual Report, ~~on Form 10-K for the year ended December 31, 2018,~~ as filed with the SEC. The aggregate number of unvested RSU awards outstanding as of December 31, 2019 for each of Messrs. Gerber, Jacobs, Lanktree, Roschman and Suh was 14,563. The aggregate number of unvested RSU awards outstanding as of December 31, 2019 for Mr. Johnson was 24,563.

~~The aggregate number of unvested RSUs outstanding as of December 31, 2018 for each of Messrs. Gerber, Jacobs, Johnson, Lanktree, Roschman and Suh was 13,333.~~

Prior to the modification of our director compensation program in June 2019, our non-employee directors received an annual cash retainer of $25,000, paid in quarterly installments, and the following cash payments for attending meetings of the Board of Directors and meetings of committees of the Board of Directors: (i) $1,500 for each meeting of the Board of Directors attended in person; (ii) $500 for each meeting of the Board of Directors attended via teleconference; (iii) $500 for each meeting of a committee of the Board of Directors attended in person; and (iv) $250 for each meeting of a committee of the Board of Directors attended via teleconference. Each non-employee director also received an annual grant of RSUs with a value of $30,000. Each RSU ~~represents~~represented a contingent right to receive one share of common stock of the Company and ~~vests~~vested on the one-year anniversary of the grant date. In addition, the Chairman of the Board of Directors and the Chairman of the Audit Committee each received an annual cash retainer of $10,000, paid in quarterly installments, and the Chairman of the Compensation Committee and the Chairman of the Nominating and Corporate Governance Committee each received an annual cash retainer of $5,000, paid in quarterly installments. The non-employee directors also received reimbursement of reasonable out-of-pocket expenses for attending meetings of the Board of Directors.

On June 6, 2019, we modified the compensation program for all non-employee directors. The new program was adopted to remain competitive in attracting and retaining qualified ~~board~~Board members and to better align director compensation to other public companies of comparable size to the Company. The terms of the new program are as follows:

	●	Each non-employee director ~~will receive~~receives an annual cash retainer of $25,000, paid in quarterly installments;

	●	The Chairman of the Audit Committee ~~will receive~~receives an additional annual cash retainer of $10,000, paid in quarterly installments;

	●	The Chairman of the Compensation Committee as well as the Chairman of the Nominating and Corporate Governance Committee ~~will~~ each ~~receive~~receives an additional cash retainer of $5,000, paid in quarterly installments;

	●	Each non-employee director ~~will receive~~receives an annual grant of RSUs with a value of $45,000, vesting in three equal annual installments, beginning with the first anniversary of the grant date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company (effective as of July 1, 2019); and

	●	~~Reimbursement~~Each non-employee director receives reimbursement for reasonable out-of-pocket expenses for attending meetings of the Board of Directors and its ~~Committees.~~committees.

Following the adoption of the new director compensation program, which provides for an annual grant of RSUs with a value of $45,000, on July 1, 2019, the Compensation Committee granted 14,563 RSUs with a value of $45,000 to each of the Company’s six non-employee directors, with each RSU representing a contingent right to receive one share of the Company’s common stock. The RSUs vest in three equal annual installments, beginning with the first anniversary of the grant date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company.

Additionally, on July 1, 2019 the Compensation Committee granted an additional 10,000 RSUs to Mr. Johnson in consideration of his service as Co-Chairman of the Board of Directors, with each RSU representing a contingent right to receive one share of the Company’s common stock. The RSUs vest in three equal annual installments, beginning with the first anniversary of the grant date, provided that, if Mr. Johnson makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then Mr. Johnson’s RSUs will vest in full as of Mr. Johnson’s last date of service as a director of the Company.

The 2017 Plan includes a limit on the amount of compensation payable to our non-employee directors. Specifically, the 2017 Plan provides that the aggregate grant date fair value of all awards granted to any single non-employee director during any single calendar year (determined as of the applicable grant date(s) under applicable financial accounting rules), when taken together with any cash fees paid to the non-employee director during the same calendar year, may not exceed $200,000.

2020 Director Compensation

On July 1, 2020, each of the non-employee directors (including Mr. Cerminara) was granted 28,662 RSUs under the 2017 Plan. The RSUs vest in three equal annual installments on July 1, 2021, July 1, 2022 and July 1, 2023, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company. Each RSU represents a contingent right to receive one share of common stock of the Company.

In response to the impact of the COVID-19 pandemic on the Company, the economy, and the industry, the Board of Directors waived its cash compensation for the first half of 2020.

REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act.

The Company’s management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of internal controls and processes for that purpose. ~~BDO USA,~~Haskell & White LLP (“~~BDO”~~Haskell & White”) acted as the Company’s independent registered public accounting firm for the year ended December 31, ~~2018~~2019 and was responsible for conducting an independent audit of the Company’s annual financial statements in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, ~~2018~~2019 with management of the Company and with representatives of ~~BDO.~~Haskell & White. The discussions with ~~BDO~~Haskell & White included all matters that ~~BDO~~Haskell & White was required to communicate and discuss with the Audit Committee by the applicable requirements of the PCAOB and the ~~Securities and Exchange Commission.~~SEC.

In addition, the Audit Committee reviewed the independence of ~~BDO.~~Haskell & White. The Audit Committee discussed ~~BDO’s~~Haskell & White’s independence with them and has received written disclosures and a letter from ~~BDO~~Haskell & White regarding their independence as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence.

Based upon its review and the discussions noted above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2019 be included in the Company’s Annual ~~Report on Form 10-K for the year ended December 31, 2018.~~

The Audit Committee has appointed Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, and has submitted the appointment to the Company’ stockholders for ratification.Report.

The foregoing report is submitted by the Audit Committee in accordance with the requirements of the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ and the rules and regulations thereunder.

William J. Gerber (Chair)*

~~Colonel~~ Jack H. Jacobs

~~PROPOSAL TWO~~
~~APPROVAL OF THE AMENDMENT AND RESTATEMENT OF~~
~~THE BALLANTYNE STRONG, INC. 2017 OMNIBUS EQUITY COMPENSATION PLAN~~

~~The 2017 Plan~~* Robert J. Roschman was originally adopted by our Board of Directors on March 23, 2017 and was approved by our stockholders at our 2017 Annual Meeting of Stockholders. On October 28, 2019, the Board of Directors approved the amendment and restatementappointed as a member of the ~~2017 Plan, in order to increase the number of shares~~Audit Committee effective April 13, 2020. Mr. Roschman did not sign this report because he was not a member of the Company’s common stock (“shares”) reserved for issuance under the 2017 Plan and to extend the expiration date of the 2017 Plan, subject to approval of the amendment and restatement of the 2017 Plan by our stockholders. We are recommending that stockholders approve the amendment and restatement of the 2017 Plan because we believe that the 2017 Plan continues to be essential to our continued success, by allowing the Company to provide incentives to attract and retain key employees, non-employee directors and consultants and align their interests with those of our stockholders.

Stockholders are being asked to approve the amendment and restatement of the 2017 Plan to increase the number of shares authorized for issuance under the 2017 Plan by 1,975,000 shares. The share reserve under the 2017 Plan will also be increased by any shares subject to outstanding awards under the Company’s 2010 Plan and 2014 Non-Employee Directors’ Restricted Stock Plan (collectively, the “Prior Plans”) that are forfeited, canceled, surrendered, settled in cash or otherwise terminated without the issuance of shares after the amendment and restatement of the 2017 Plan.

As of October 29, 2019, approximately 391,778 shares remained available for issuance under the 2017 Plan. Our Board of Directors has determined that this amount is insufficient to meet our needs for future equity incentive awards. In its determination to seek stockholder approval to increase the number of shares authorized for issuance under the 2017 Plan, the Board of Directors reviewed the Compensation Committee’s recommendations, which were based on analysis and recommendations of the Compensation Committee’s independent consultant, Compensation Resources. Among other factors, the Board of Directors and the CompensationAudit Committee have considered that (i) the Company desires to align the financial interests of its executives and other employees with those of the Company’s stockholders; (ii) the Company anticipates the use of equity compensation for recruitment and retention purposes in the future; (iii) the Company is seeking to conserve cash and intends to continue to use equity grants as a significant portion of director compensation and employee awards; (iv) the Company’s director compensation program has been changed to eliminate meeting fees, while retaining the same annual cash retainer and increasing the equity compensation portion of director compensation; and (v) the Company’s objectives for the near future are likely to include the recruitment of executives and other personnel. Based on our historical equity grant practices, we believe that, if our stockholders approve the amendment and restatement of the 2017 Plan, the increased share reserve will be sufficient for us to continue granting equity awards for approximately two to four years. Without stockholder approval of the amendment and restatement of the 2017 Plan, we may be required to increase the cash components of our compensation program, which may inhibit our ability to align the interests of our executives with those of our stockholders.

~~Stockholders are also being asked to approve the amendment and restatement of the 2017 Plan to extend the expiration date of the 2017 Plan by approximately two years, until October 27, 2029.~~

~~Plan Highlights~~

~~The 2017 Plan contains a number of provisions that are consistent with our compensation philosophy and designed to protect the interests of our stockholders, including the following:~~

~~FEATURE~~		~~DESCRIPTION~~
*~~No “Liberal” Change in Control Definition~~*		The 2017 Plan does not provide a “liberal” change in control definition, which means that a change in control must actually occur in order for the change in control provisions in the 2017 Plan to be triggered.

*~~No Automatic “Single-Trigger” Vesting on a Change in Control~~*		The 2017 Plan generally provides for “double-trigger” vesting of equity awards that are assumed in a change in control transaction, which means that awards which are assumed in the transaction generally will continue to vest based on continued service, or, if earlier, upon a termination by the Company without cause or by the participant for good reason within two years after the change in control. ~~Awards that are not assumed in a change in control transaction would vest on a “single-trigger” basis upon the consummation of the transaction.~~

*~~No “Liberal” Share Recycling~~*		The 2017 Plan prohibits “liberal” share recycling with respect to any awards granted under the 2017 Plan, which means that shares used to pay the exercise price of a stock option, shares used to satisfy a tax withholding obligation with respect to any award, and shares that are repurchased by the Company with stock option proceeds will not be added back to the 2017 Plan. In addition, when a stock appreciation right is settled in shares, all of the shares underlying the stock appreciation right will be counted against the share limit of the 2017 Plan.

*~~Forfeiture and Recoupment Provisions~~*		Awards granted under the 2017 Plan may be subject to forfeiture or recoupment as determined by the Compensation Committee in the event of certain detrimental activity, such as a participant’s breach of applicable restrictive covenants. Awards under the 2017 Plan also may be subject to forfeiture or recoupment under any compensation recovery (or “clawback”) policy that the Company may adopt.

*~~No Discounted Stock Options or Stock Appreciation Rights~~*		~~The 2017 Plan does not permit the use of “discounted” stock options or stock appreciation rights.~~

*~~No Re-Pricing of Stock Options or Stock Appreciation Rights; No Reload Awards~~*		The 2017 Plan does not permit the “re-pricing” of stock options and stock appreciation rights without stockholder approval. This includes a prohibition on cash buyouts of underwater options or stock appreciation rights and “reloads” in connection with the exercise of options or stock appreciation rights.

*~~No Dividends or Dividend Equivalents on Unvested Awards or Stock Options/Stock Appreciation Rights~~*		No dividends or dividend equivalents will be paid currently while awards are unvested. Instead, any dividends or dividend equivalents with respect to unvested awards will be accumulated or deemed reinvested until such time as the underlying award becomes vested (including, where applicable, the achievement of performance goals). Additionally, no dividend equivalents will be granted with respect to any shares underlying a stock option or stock appreciation right.

~~A summary of the material terms of the amended and restated 2017 Plan is provided below, and the complete text of the amended and restated 2017 Plan is attached as~~~~Appendix A~~~~to this proxy statement. The following summary of the amended and restated 2017 Plan does not purport to be complete and is qualified in its entirety by reference to~~~~Appendix A~~.

~~Summary of the Plan~~

~~Awards and Term of the Plan~~

Awards granted under the 2017 Plan may be in the form of stock options (which may be incentive stock options or nonqualified stock options), SARs, restricted shares, RSUs, other share-based awards and cash-based awards. As amended and restated, no awards may be made under the 2017 Plan after October 27, 2029, or such earlier date as the Board of Directors may terminate the 2017 Plan.

~~Administration~~

The 2017 Plan is administered by the Compensation Committee of the Board of Directors, or by such other committee or subcommittee as may be appointed by our Board of Directors, and which consists entirely of two or more individuals who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, “independent directors” within the meaning of applicable stock exchange rules, and, to the extent relevant, “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code. The Compensation Committee can make rules and regulations and establish such procedures for the administration of the 2017 Plan as it deems appropriate, and may delegate any of its authority to one or more directors or employees, to the extent permitted by applicable laws. Our Board of Directors also reserves the authority to administer and issue awards under the 2017 Plan.

~~Eligibility~~

The 2017 Plan provides for awards to the Company’s non-employee directors and to employees and consultants of the Company and its subsidiaries designated by the Compensation Committee, except that incentive stock options may only be granted to the Company’s employees and employees of its subsidiaries. As of the Record Date, approximately 300 employees and ten consultants, as well as our six non-employee directors, are eligible to be selected by the Compensation Committee to receive awards under the 2017 Plan.

~~Shares Available~~

As amended and restated, the maximum number of shares that may be issued or transferred with respect to awards under the 2017 Plan is 3,746,189 shares, plus the number of shares covered by outstanding awards under the Prior Plans that are forfeited, canceled, surrendered, settled in cash or otherwise terminated without the issuance of shares after the amendment and restatement of the 2017 Plan. The number of shares available for issuance under the 2017 Plan is also subject to adjustment in certain circumstances, as described below. Shares issued under the 2017 Plan may include authorized but unissued shares, treasury shares, shares purchased in the open market, or a combination of the foregoing.

Shares underlying awards that are settled in cash or that expire or are forfeited, canceled, surrendered or otherwise terminated without the issuance of shares will again be available for issuance under the 2017 Plan. Shares used to pay the exercise price of stock options, repurchased by us with stock option proceeds, or used to pay withholding taxes upon exercise, vesting or payment of an award will not again be available for issuance under the 2017 Plan. In addition, when a SAR is exercised and settled in shares, all of the shares underlying the SAR will be counted against the share limit of the 2017 Plan, regardless of the number of shares used to settle the SAR.

Shares subject to awards that are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an entity acquired directly or indirectly by the Company will not count against the share limit above, except as may be required by the rules and regulations of any stock exchange or trading market.

~~Non-Employee Director Award Limits~~

The 2017 Plan provides that the aggregate grant date fair value (determined as of the applicable grant date(s) under applicable financial accounting rules) of all awards granted to any single non-employee director during any single calendar year, taken together with any cash fees paid to the non-employee director during the same calendar year, may not exceed $200,000.

~~Stock Options~~

Subject to the terms and provisions of the 2017 Plan, options to purchase shares may be granted to eligible individuals at any time and from time to time as determined by the Compensation Committee. Options may be granted as incentive stock options (all 3,746,189 shares reserved under the 2017 Plan may be issued pursuant to “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code)) or as non-qualified stock options. The Compensation Committee determines the number of options granted to any recipient. Each option grant will be evidenced by a stock option agreement that specifies whether the options are intended to be incentive stock options or non-qualified stock options and such additional limitations, terms and conditions as the Compensation Committee may determine.

The exercise price for each stock option may not be less than 100% of the fair market value of a share on the date of grant, and each stock option shall have a term no longer than 10 years. As of October 29, 2019, the closing price of our common stock as reported on the NYSE American was $2.87 per share. The method of exercising a stock option granted under the 2017 Plan will be set forth in the applicable award agreement and may include payment of cash or cash equivalent, tender of previously acquired shares with a fair market value equal to the exercise price, a cashless exercise (including withholding of shares otherwise deliverable on exercise or a broker-assisted arrangement as permitted by applicable laws), a combination of the foregoing methods, or any other method approved by the Compensation Committee in its discretion.

The grant of a stock option does not accord the recipient the rights of a stockholder, and such rights accrue only after the exercise of the stock option and the registration of shares in the recipient’s name.

~~Stock Appreciation Rights~~

The Compensation Committee in its discretion may grant SARs under the 2017 Plan. A SAR entitles the holder to receive from us, upon exercise, an amount equal to the excess, if any, of (a) the aggregate fair market value of the specified number of shares subject to the SAR, over (b) the aggregate exercise price for the underlying shares. The exercise price for each SAR may not be less than 100% of the fair market value of a share on the date of grant, and each SAR will have a term no longer than 10 years.

We may make payment of the amount to which the participant exercising a SAR is entitled by delivering shares, cash or a combination of shares and cash, as set forth in the applicable award agreement. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine.

~~Restricted Shares~~

~~Under the 2017 Plan, the Compensation Committee may grant or sell restricted shares to plan participants (~~~~i.e.~~, shares that are subject to a substantial risk of forfeiture and restrictions on transferability). Except for these restrictions and any others imposed by the Compensation Committee, upon the grant of restricted shares, the recipient will have rights of a stockholder with respect to the restricted shares, including the right to vote the restricted shares and to receive dividends and other distributions paid or made with respect to the restricted shares, except that any dividends with respect to unvested restricted shares will be accumulated or deemed reinvested until the vesting of the underlying restricted shares. During the applicable restriction period, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted shares. Each award of restricted shares will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions, which may include restrictions based upon the achievement of performance objectives, as the Compensation Committee may determine.

~~Restricted Share Units~~

Under the 2017 Plan, the Compensation Committee may grant or sell RSUs to plan participants. RSUs constitute an agreement to deliver shares (or an equivalent value in cash) to the participant at the end of a specified restriction period, subject to such other terms and conditions as the Compensation Committee may specify. RSUs are not shares and do not entitle the recipients to the rights of a stockholder. RSUs may be settled in cash or shares, or a combination thereof, in an amount based on the fair market value of a share on the settlement date. Each RSU award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine, which may include restrictions based upon the achievement of performance objectives.

~~Other Share-Based Awards~~

The 2017 Plan also provides for grants of other share-based awards, which may include unrestricted shares or time-based or performance-based unit awards that are settled in shares or cash. Each other share-based award will be evidenced by an award agreement that specifies the terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine.

~~Dividend Equivalents~~

As determined by the Compensation Committee in its discretion, RSUs or other share-based awards may provide the participant with a deferred and contingent right to receive dividend equivalents, either in cash or in additional shares. Any such dividend equivalents will be accumulated or deemed reinvested until such time as the underlying award becomes vested (including, where applicable, the achievement of performance objectives). No dividend equivalents shall be granted with respect to shares underlying any stock option or SAR.

~~Cash-Based Awards~~

The 2017 Plan authorizes the Compensation Committee to grant cash-based awards, which will be evidenced by an award agreement that specifies the terms of the award, such as the achievement of applicable stated performance objectives.

~~Performance Objectives~~

The 2017 Plan provides that performance objectives may be established by the Compensation Committee in connection with any award granted under the 2017 Plan. Performance objectives may relate to performance of the Company or one or more of our subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual participant, and performance objectives may be made relative to the performance of a group of comparable companies or a special index of companies.

For example, the Compensation Committee may, but is not required to, grant awards with vesting subject to the achievement of performance criteria based on the attainment of specified levels of performance measures such as the following: return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest, taxes, depreciation and/or amortization, sales, sales growth, gross margin, return on investment, increase in the fair market value of the Company’s common stock, share price (including but not limited to, growth measures and total stockholder return), operating income or profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory terms, financial return ratios, total return to stockholders, market share, earnings measures/ratios, economic or incremental value added, economic profit, balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer or dealer satisfaction surveys and productivity.

~~Change in Control~~

~~The 2017 Plan generally provides for “double-trigger” vesting of equity awards in connection with a change in control of the Company, as described below.~~

To the extent that outstanding awards granted under the 2017 Plan are assumed in connection with a change in control, then such outstanding awards will continue to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based awards being converted to service-based awards at the “target” level. Vesting and exercisability (as applicable) of awards that are assumed in connection with a change in control generally would be accelerated in full on a “double-trigger” basis, if, within two years after the change in control, the participant’s employment is involuntarily terminated without cause, or by the participant for “good reason”. Any stock options or SARs that become vested on a “double-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award.

The Compensation Committee has the discretion to determine whether or not any outstanding awards granted under the 2017 Plan will be assumed by the resulting entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments in connection with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection with a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount equal to the excess, if any, of the fair market value of the shares subject to the award, over any exercise price related to the award, including the right to cancel any “underwater” stock options and SARs without payment therefor.

For purposes of the 2017 Plan, subject to the exceptions set forth in the 2017 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the voting power or value of the Company’s stock (other than by Fundamental Global and its affiliates); (b) the incumbent Board of Directors ceasing to constitute a majority of the Board of Directors during a twelve-month period; and (c) the acquisition of 50% or more of the gross fair market value of the Company’s assets over a twelve-month period (other than by Fundamental Global and its affiliates). The full definition of “change in control” is set out in the 2017 Plan.

For purposes of the 2017 Plan, unless otherwise defined in a written agreement with the participant or an applicable severance plan, “cause”, as a reason for the Company’s termination of a participant’s employment, generally means that the participant (a) acted dishonestly or incompetently or engaged in willful misconduct in performance of his or her duties, (b) breached fiduciary duties owed to the Company, (c) intentionally failed to perform reasonably assigned duties, which the participant did not satisfactorily correct within 30 calendar days following written notification, (d) was convicted or entered a plea of guilty or~~nolo contendere~~ ~~of any felony crime involving dishonesty, or (e) otherwise committed any act which could have a material adverse impact on the business of the Company.~~

For purposes of the 2017 Plan, unless otherwise defined in a written agreement with the participant or an applicable severance plan, “good reason”, as a reason for a participant’s termination of his or her employment, generally means the occurrence of any of the following without the participant’s consent (and unless timely cured by the Company following notice from the participant): (a) any material diminution in the participant’s compensation or benefits, unless generally applicable to all similarly situated employees of the Company, (b) the assignment to the participant of any duties inconsistent with, or substantially adverse to, his or her status and duties, or a reduction in title, (c) a material breach by the Company or a subsidiary of its obligations under the participant’s employment agreement, if any, or (d) the relocation of the participant’s primary work location to a location more than fifty miles away from the current location, in each case if not cured by the Company within the time limits set forth in the 2017 Plan.

~~Forfeiture and Recoupment of Awards~~

If a participant engages in any “detrimental activity,” either during service with the Company or a subsidiary or within two years thereafter, then, promptly upon receiving notice of the Compensation Committee’s determination, the participant shall:

~~(a) forfeit all awards granted under the 2017 Plan to the extent then held by the participant;~~

(b) return to the Company or the subsidiary all shares that the participant has not disposed of that had been acquired within two years prior to the date of the participant’s initial commencement of the detrimental activity, in exchange for a payment equal to any purchase price or exercise price actually paid by the participant; and

(c) with respect to any shares acquired within two years prior to the date of the participant’s initial commencement of the detrimental activity pursuant to awards granted under the 2017 Plan that were disposed of by the participant, pay to the Company or the subsidiary, in cash, the excess, if any, of: (i) the fair market value of the shares on the date acquired, over (ii) any amount actually paid by the participant for the shares.

Detrimental activity generally means a violation of any non-compete, non-solicitation, confidentiality, or ownership of works covenants, as set forth in any agreement between the participant and the Company or a subsidiary, including, but not limited to, the award agreement or any severance plan maintained by the Company or a subsidiary that covers the participant. Detrimental activity also includes (a) participant’s commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its subsidiaries, or (b) a conviction, guilty plea or plea of nolo contendere of participant for any crime involving dishonesty or for any felony.

~~Awards granted under the 2017 Plan also may be subject to forfeiture or recoupment as provided pursuant to any applicable compensation recovery (or “clawback”) policy that the Company may adopt.~~

~~Adjustments~~

In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the 2017 Plan, the individual share award limits, and, with respect to outstanding awards, the number and kind of shares subject to outstanding awards and the exercise price or other price of shares subject to outstanding awards, to prevent dilution or enlargement of the rights of participants. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Compensation Committee may, in its discretion, make such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights.

~~Transferability~~

Except as the Compensation Committee otherwise determines, awards granted under the 2017 Plan will not be transferable by a participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Compensation Committee, stock options and SARs will be exercisable during a participant’s lifetime only by him or her or, in the event of the participant’s incapacity, by his or her guardian or legal representative.

~~Amendment; Prohibition on Re-Pricing~~

The Board of Directors may amend, alter, suspend or terminate the 2017 Plan at any time, in whole or in part, with stockholder approval to the extent required by applicable laws. No such amendment or termination, however, may adversely affect in any material way any holder of outstanding awards without his or her consent, except for amendments made to cause the 2017 Plan to comply with applicable law, stock exchange rules or accounting rules, and further provided that an incentive stock option may be modified, without a participant’s consent, to be treated as a non-qualified stock option.

Except in connection with certain corporate transactions, no award may be amended or otherwise subject to any action that would be treated as a “re-pricing” of such award, unless such action is approved by our stockholders.

~~Federal Income Tax Consequences~~

The following is a summary of certain U.S. federal income tax consequences of awards made under the 2017 Plan, based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2017 Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

~~Non-Qualified Stock Options~~.A participant will not recognize taxable income at the time of grant of a non-qualified stock option, and we will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price.

~~Incentive Stock Options~~.A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and we will not be entitled to any deduction. If, however, such shares are disposed of within either of such two- or one-year periods, then, in the year of such disposition, the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price.

~~Stock Appreciation Rights~~.A participant will not recognize taxable income at the time of grant of a SAR, and we will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us.

~~Restricted Shares~~.A participant will not recognize taxable income at the time of grant of restricted shares, and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Internal Revenue Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the ~~grant equal~~Audit Committee’s review, discussion and recommendation to the ~~excess~~Board regarding the inclusion of the fair market value of the shares at such time over the amount, if any, paid for the restricted shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholdingaudited financial statements in ~~respect of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the restricted shares.~~our Annual Report.

~~Restricted Share Units~~.A participant will not recognize taxable income at the time of grant of a RSU award, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by the Company.PROPOSAL TWO

~~Other Share-Based Awards and Cash-Based Awards~~. Generally, participants will recognize taxable income at the time of payment of cash-based awards and at the time of settlement of other share-based awards (with the amount of income recognized pursuant to other share-based awards generally being equal to the amount of cash and the fair market value of any shares delivered under the award).

~~Tax Deductibility of Compensation Provided Under the 2017 Plan~~.When a participant recognizes ordinary compensation income as a result of an award granted under the 2017 Plan, the Company may be permitted to claim a federal income tax deduction for such compensation, subject to various limitations that may apply under applicable law.

For example, Section 162(m) of the Internal Revenue Code disallows the deduction of certain compensation in excess of $1.0 million per year payable to certain covered employees of a public company. The Tax Cuts and Jobs Act of 2017 expanded the scope of Section 162(m) in several respects, including by repealing an exemption from the $1.0 million deduction limit for “qualified performance-based compensation,” generally effective for taxable years beginning after December 31, 2017. As a result, except as otherwise permitted pursuant to applicable transition rules, compensation paid (under the 2017 Plan or otherwise) to one of our covered employees generally will not be deductible by us to the extent that the amount of compensation paid in the applicable year exceeds $1.0 million.

Further, to the extent that compensation provided under the 2017 Plan may be deemed to be contingent upon a change in control, a portion of such compensation may be non-deductible by the Company under Section 280G of the Internal Revenue Code and may be subject to a 20% excise tax imposed on the recipient of the compensation.

~~Section 409A~~. Section 409A of the Internal Revenue Code imposes certain restrictions upon the payment of nonqualified deferred compensation. We intend that awards granted under the 2017 Plan will be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code. However, the Company does not warrant the tax treatment of any award under Section 409A or otherwise.

~~Registration with the SEC~~

The Company intends to file a Registration Statement on Form S-8 relating to the issuance of the additional shares reserved for issuance under the 2017 Plan with the SEC pursuant to the Securities Act of 1933, as amended, after approval of the amendment and restatement of the 2017 Plan by the Company’s stockholders.

~~New Plan Benefits~~

Because it is within the discretion of the Compensation Committee to determine which non-employee directors, employees and consultants will receive awards and the amount and type of such awards, it is not presently possible to determine the number of individuals to whom awards will be made in the future under the 2017 Plan or the amount of such awards.

~~Required Vote~~

The number of votes cast by stockholders, either in person or by proxy, at the Annual Meeting “for” approval of the amendment and restatement of the 2017 Plan must exceed the number of votes cast “against” approval of the amendment and restatement of the 2017 Plan. Under exchange rules, abstentions will count as a vote “against” the proposal. Broker non-votes will have no effect on the proposal.

~~The Board of Directors unanimously recommends a vote “FOR” approval of the amendment and restatement of the 2017 Omnibus Equity Compensation Plan.~~

~~Equity Compensation Plan Information~~

~~The following table sets forth information regarding our equity compensation plans as of December 31, 2018.~~

Plan Category Number of
securities to be
issued upon
exercise of
outstanding options,
warrants and
rights Weighted average
exercise
price of
outstanding
options, warrants
and rights Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 1,144,498 ⁽¹⁾ $ 5.06 1,049,156 ⁽²⁾
Equity compensation plans not approved by security holders — — —
Total 1,144,498 $ 5.06 1,049,156

	~~(1)~~	Includes 427,000 securities to be issued upon exercise of outstanding options under the 2010 Plan; and 440,000 securities to be issued upon exercise of outstanding options and 277,498 securities to be issued upon vesting of restricted stock units under our 2017 Plan.

	~~(2)~~	~~All shares available for future issuance are under the 2017 Plan.~~

~~As of October 29, 2019, approximately 391,778 shares remained available for issuance under the 2017 Plan.~~

~~PROPOSAL THREE~~

ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

Background

At the 2017 Annual Meeting of Stockholders, the stockholders approved, by advisory vote, an annual frequency for future advisory votes on the compensation of the Company’s Named Executive Officers (“say-on-pay vote”). This advisory vote was accepted by the Board of Directors. Stockholders are expected to have the opportunity to vote on the frequency of future votes on Named Executive Officer compensation at the 2023 Annual Meeting of Stockholders.

The annual advisory say-on-pay vote on executive compensation is provided to stockholders as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ~~(the “Dodd-Frank Act”)~~ and Section 14A of the Exchange Act and is a non-binding vote on the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules promulgated by the SEC, including the ~~2018~~2019 Summary Compensation Table and the other related tables and narrative disclosure. As a smaller reporting company, we are not required to provide a separately-captioned “Compensation Discussion and Analysis” section in this proxy statement.

The advisory say-on-pay vote is not a vote on the Company’s general compensation policies, compensation of the Board of Directors, or the Company’s compensation policies as they relate to risk management.

The Compensation Committee believes the Company’s executive compensation program reflects a strong philosophy that rewards performance and is closely aligned with stockholders’ long-term interests. We recognize that the COVID-19 pandemic could significantly impact 2020 financial results and compensation outcomes and, accordingly, have taken steps to temporarily reduce our executive officer and non-employee director compensation, as discussed under “Executive Compensation” and “Director Compensation” in this proxy statement.

Non-Binding Advisory Resolution

We are asking our stockholders to indicate their support for the Company’s executive compensation program as described in this proxy statement. This proposal gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the ~~Securities and Exchange Commission,~~SEC, including the narrative compensation discussion sections, the compensation tables and any related materials disclosed in the Company’s Proxy Statement, is hereby APPROVED.”

This advisory say-on-pay vote on executive compensation is not binding on the Board of Directors or the Compensation Committee. However, the Board of Directors values the opinion of our stockholders and will take into account the result of the vote when making future decisions regarding executive compensation. The next say-on-pay vote is currently expected to occur at our ~~2020~~2021 Annual ~~Meeting of Stockholders.~~Meeting.

Required Vote

The number of votes cast by stockholders, either in person or by proxy, at the ~~annual meeting~~Annual Meeting “for” advisory approval of the compensation of our Named Executive Officers pursuant to the above resolution must exceed the number of votes cast “against” advisory approval.

Our Board of Directors recommends a vote “FOR” adoption of the advisory resolution approving the compensation of the Company’s Named Executive Officers.

PROPOSAL THREE

~~PROPOSAL FOUR~~

RATIFICATION OF APPOINTMENT OF THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Haskell & White ~~LLP (“Haskell & White”)~~ has served as the Company’s independent registered public accounting firm since April 11, 2019. It is expected that representatives of Haskell & White will attend the Annual Meeting, either in person or telephonically, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Change in Accountants

Former Independent Registered Public Accounting Firm

On April 11, 2019, we dismissed BDO USA, LLP (“BDO”) as our independent registered public accounting firm and appointed Haskell & White as our new independent registered public accounting firm, effective immediately. The Audit Committee approved the change in the auditors, following a competitive request for proposal process with several independent registered public accounting firms.

During the two fiscal years ended December 31, 2018, and the subsequent interim ~~periods~~period through April 11, 2019, there were no: (1) disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events.

The audit reports of BDO on the Company’s financial statements as of and for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The Company provided BDO with a copy of the foregoing disclosures and requested BDO to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosures. A copy of this letter, dated April 11, 2019, was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 12, ~~2019,~~2019.

New Independent Registered Public Accounting Firm

On April 11, 2019, we appointed Haskell & White as our new independent registered public accounting firm, effective immediately. During the fiscal years ended December 31, 2018 and 2017, and during all subsequent interim periods through April 11, 2019, the Company did not consult Haskell & White regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements or any matter that was the subject of a “disagreement” with its former auditors or a “reportable event” as those terms are defined in Item 304 of Regulation S-K.

Audit Fees

The following table sets forth the aggregate fees for professional ~~service~~services rendered by Haskell & White for the year ended December 31, 2019 and by BDO ~~our prior independent registered public accounting firm,~~ for ~~each of~~ the ~~last two fiscal years.~~year ended December 31, 2018.

	2018		2017		2019		2018
Audit Fees⁽¹⁾	$	482,500	$	482,800	$	243,000	$	482,500
Audit-Related Fees⁽²⁾		18,643		15,344		—		18,643
Tax Fees		—		—		—		—
All Other Fees		—		—		—		—
Total	$	501,143	$	498,144	$	243,000	$	501,143

(1)	Includes fees for professional services rendered during the fiscal year for the audit of our annual financial statements and for reviews of the financial statements included in our ~~Quarterly Reports~~quarterly reports on Form 10-Q. In addition, includes fees for professional services rendered by BDO related to the review of the Company’s filing of equity method investment financial statements and issuance of the related consent in ~~2018, state regulatory filing requirements in 2017 and review of the Company’s registration statement on Form S-8 and the issuance of the related consent in 2017.~~2018.

(2)	Includes fees for professional services rendered for the review of standalone financial statements for one of the Company’s subsidiaries.

The Audit Committee has implemented pre-approval procedures consistent with the rules adopted by the SEC. All audit and permitted non-audit services are pre-approved by the Audit Committee. The Audit Committee has delegated the responsibility of approving proposed non-audit services that arise between Audit Committee meetings to the Audit Committee Chairman, provided that the decision to approve the services is presented for ratification at the next scheduled Audit Committee meeting.

Ratification of Haskell & White as our Independent Registered Public Accounting Firm

The Audit Committee has appointed Haskell & White as the independent registered public accounting firm to perform an audit of the Company’s consolidated financial statements for the year ending December 31, ~~2019.~~2020. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm, and it oversees the negotiation of the fees that are paid for these services. In the course of these responsibilities, the Audit Committee periodically considers whether it would be in the Company’s and stockholders’ interests to change the Company’s independent registered public accounting firm. In addition, the Audit Committee ensures the mandatory, regular rotation of the lead audit partner, and in connection with that rotation, the Audit Committee and its Chairman are involved in the selection of the new lead audit partner.

After reviewing the performance of Haskell & White during the course of 2019 and 2020 and Haskell & White’s independence, among other matters, the Audit Committee believes that the continued retention of Haskell & White to serve as the Company’s independent registered public accounting firm for ~~2019~~2020 is in the best interests of the Company and its stockholders. This appointment is being presented to the stockholders for ratification.

Although applicable law does not require stockholder ratification of the appointment of Haskell & White as the Company’s independent registered public accounting firm, our Board of Directors has determined to ascertain the position of our stockholders on the appointment. If stockholders fail to ratify the appointment of Haskell & White as the Company’s independent registered public accounting firm, the Audit Committee will reconsider whether to retain Haskell & White, but may ultimately decide to retain them. Any decision to retain Haskell & White or another independent registered public accounting firm will be made by the Audit Committee and will not be resubmitted to stockholders. In addition, even if stockholders ratify the appointment of Haskell & White, the Audit Committee retains the right to appoint a different independent registered public accounting firm for fiscal ~~2019~~2020 if the Audit Committee determines that it would be in the Company’s best interests to do so.

Required Vote

The ratification of the appointment of the independent registered public accounting firm will be approved if the number of votes cast “for” the ratification of Haskell & White exceed the number of votes cast “against” ratification.

Our Board of Directors recommends a vote “FOR” ratification of the appointment of Haskell & White as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2020.

STOCKHOLDER PROPOSALS

In accordance with the rules of the SEC, stockholders wishing to submit proposals for inclusion in the proxy statement for the ~~2020~~2021 Annual Meeting ~~of Stockholders (the “2020 Annual Meeting”)~~ must submit their proposals to the Company on or before ~~July 8, 2020,~~June 18, 2021, unless the date of the ~~2020~~2021 Annual Meeting is more than 30 days from the anniversary date of the ~~2019~~ Annual Meeting, in which case the proposals must be submitted a reasonable time before the Company begins to print and send its proxy materials. Such proposals should be sent by certified mail, return receipt requested, to the Company at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209, Attention: Corporate Secretary. In addition to being submitted in a timely manner, stockholder proposals must comply with the other requirements of Rule 14a-8 under the Exchange Act in order to be included in the Proxy Statement for the ~~2020~~2021 Annual Meeting.

The Company’s Bylaws set forth certain procedures which stockholders must follow in order to nominate a director or present any other business, not submitted for inclusion in the proxy statement, at an annual stockholders’ meeting. Generally, a stockholder must give timely notice to the Corporate Secretary of the Company. To be timely, such notice must be received by the Company at its principal executive offices not less than 60 nor more than 90 days prior to the first anniversary of the ~~2019 Annual Meeting~~preceding year’s annual meeting (that is, for the ~~2020~~2021 Annual Meeting, no earlier than September ~~18, 2020~~1, 2021 and no later than October ~~18, 2020)~~1, 2021). However, in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined in the Bylaws) of the date of such meeting is first made. The Bylaws specify the information which must accompany such stockholder notice. Details of the provision of the Bylaws may be obtained by any stockholder from the Corporate Secretary of the Company. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

RELATED PERSON TRANSACTIONS

The Company’s Audit Committee Charter requires the Audit Committee to review policies and procedures regarding transactions between the Company and officers, directors and ~~directors~~other related parties that are not a normal part of the Company’s business. There are no formal written policies or procedures used by Board of Directors or the Audit Committee to review, approve or ratify related party transactions. Rather, the Board of Directors or the Audit Committee reviews all related party transactions on a case by case basis for potential conflict of interest situations on an ongoing basis and uses its discretion in approving all such transactions. The Board of Directors or the Audit Committee will apply the standards of Item 404(a) of Regulation S-K when evaluating certain relationships and related transactions.

On an annual basis, the Company determines whether there are any related party transactions that need to be evaluated and approved by the Board of Directors or the Audit Committee based on the responses received from each director and executive officer based on an annual questionnaire completed by the director or executive officer. While there are no formal written policies or procedures used, the Board of Directors or the Audit Committee may consider the following factors in evaluating related party transactions:

	●	the nature of the related person’s interest in the transaction;

	●	the presence of standard prices, rates, charges or terms otherwise consistent with arms-length dealings with unrelated third parties;

	●	the materiality of the transaction to each party;

	●	the reasons for the Company entering into the transaction with the related person;

	●	the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and

	●	any other factors the Board of Directors or the Audit Committee may deem relevant.

All of the arrangements discussed below ~~have been~~were approved by the Audit Committee and/or the independent members of our Board of Directors.

StrongVest Global Advisors, LLC

StrongVest Global Advisors, LLC (“StrongVest”), a wholly-owned subsidiary of the Company, served as the investment advisor to CWA Income ETF (the “Fund”), an exchange-traded fund and series of StrongVest ETF Trust (the “Trust”). CWA, which is 50% owned by Fundamental Global, the largest stockholder of the Company, was the sub-advisor to the Fund. Mr. Cerminara, the Company’s Chairman and former Chief Executive Officer, ~~and Chairman of the Company,~~ is Chief Executive Officer, Co-Founder and Partner of Fundamental Global and Co-Chief Investment Officer of CWA, and Mr. Johnson, Co-Chairman of the Board of Directors, is President, Co-Founder and Partner of Fundamental Global and Co-Chief Investment Officer of CWA. Messrs. Cerminara and Johnson are managing members of Fundamental Global, and each owns a 33.3% ownership interest in Fundamental Global.

In October 2019, StrongVest and the Trust were discontinued and ~~liquidated.~~wound down. Prior to the winding down ~~and liquidation~~ of StrongVest and the Trust, ~~the~~certain executive officers, employees and directors of the Company held various positions with StrongVest and the ~~Trust.~~Trust and may continue to hold such positions until the entities are dissolved. Mr. Cerminara, the Chairman and former Chief Executive Officer ~~and Chairman~~ of the Company, served as President, Principal Executive Officer and Trustee of the Trust and Chief Executive Officer of StrongVest. Ryan R.K. Turner, ana former employee of the Company, served as President of StrongVest. John Puglia, ana former employee of the Company, served as Treasurer and Principal Financial Officer of the Trust and as Treasurer and Secretary of StrongVest ~~(which positions were previously held by Mr. Schulz, former Chief Financial Officer of the Company),~~ and Mr. Jeffrey L. Sutton, an employee of the Company, also served as Chief Compliance Officer of StrongVest and as Chief Compliance Officer and Secretary of the Trust.

Pursuant to an investment advisory agreement between the Fund and StrongVest (the “Advisory Agreement”), the Fund paid StrongVest a unitary fee for the services it provided payable on a monthly basis at the annual rate of 0.75% of the Fund’s average daily net assets, which fee was ~~$64,993~~$41,444 and ~~$38,638~~$64,993 in fiscal ~~2018~~2019 and fiscal ~~2017,~~2018, respectively. Out of the unitary management fee, StrongVest was obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services and the fees and expenses of independent trustees (“Fund Expenses”), except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business. StrongVest’s unitary management fee was designed to cause substantially all of the Fund’s expenses to be paid and to compensate StrongVest for providing services for the Fund. Pursuant to a sub-advisory agreement between StrongVest and CWA (the “Sub-Advisory Agreement”), StrongVest was obligated to pay CWA a fee for the services it provided payable on a monthly basis equal to 50% of the advisory fee that the Fund paid StrongVest (net of the Fund Expenses paid by StrongVest). Because Fund Expenses paid by StrongVest exceeded 50% of the advisory fee that the Fund paid StrongVest, StrongVest did not pay any amounts to CWA pursuant to this arrangement.

~~Blueharbor Bank~~blueharbor bank

On April 27, 2017, we entered into a debt agreement with blueharbor bank consisting of (1) a $2.0 million five-year term loan secured by a first lien deed of trust on our Alpharetta, GAGeorgia facility, bearing interest at a fixed rate of 4.5% and payable in equal monthly installments of principal and interest calculated based on a 20-year amortization schedule with a final balloon payment of approximately $1.7 million due on May 10, 2022, and (2) a line of credit of up to $1.0 million secured by a second lien deed of trust on our Alpharetta, GAGeorgia facility, bearing interest at the Prime Rate published in the Wall Street Journal plus 0.25% (4.75% at December 31, 2017) and with a term ending May 10, 2018. On April 23, 2018, we entered into an agreement with blueharbor bank to extend the maturity date of the $1.0 million line of credit to May 10, 2019. Under the debt agreement, we were required to maintain a ratio of total liabilities to tangible net worth not in excess of 3 to 1 and maintain minimum liquidity of $2.0 million. As of December 31, 2017, the balance of the term loan including current maturities was $2.0 million. We also had outstanding borrowings on our line of credit of $0.5 million and had the ability to borrow up to an additional $0.5 million. As of December 31, 2017, we were in compliance with our debt covenants. During the year ended December 31, 2017, the Company repaid approximately $32,000 of principal on the term loan and paid an aggregate of $66,000 of interest under the debt agreement.

On June 29, 2018, we closed a sale-leaseback transaction of our Alpharetta, GAGeorgia facility pursuant to which we sold the facility to Metrolina Alpharetta, LLC (“Metrolina”), a third party, for a purchase price of $7.0 million, with the Company simultaneously leasing the facility back pursuant to a 10-year lease agreement at an annual base rent equal to $600,000 during the first year of the lease term, with the annual rent thereafter increasing annually by 2%. As part of the closing, we issued ten-year warrants to Metrolina to purchase up to 100,000 shares of our common stock pursuant to a warrant agreement. At the closing, approximately $2.94 million of the sale proceeds was used to repay all outstanding amounts owed under, and to terminate, the $2.0 million five-year term loan and the line of credit of up to $1.0 million with blueharbor bank secured by the Alpharetta facility. Prior to the closing of the sale-leaseback, we had repaid approximately $32,000 in principal on the term loan during 2018. We paid an aggregate of $68,000 of interest under the debt agreement in 2018.

Mr. Cerminara, our Chairman and former Chief Executive Officer, isserved as a member of the board of directors of blueharbor ~~bank.~~bank from October 2013 to January 2020. In addition, the funds managed by Fundamental Global, of which Mr. Cerminara is the Chief Executive Officer, Co-Founder and Partner, and Mr. Johnson, Co-Chairman of our Board of Directors, is the President, Co-Founder and Partner, and its affiliates together beneficially own less than ~~five percent~~5% of the stock of blueharbor bank. The independent members of our Board of Directors approved our debt agreement with blueharbor bank.

Fundamental Global Investors, LLC

Share Purchase Transaction

On September 9, 2018, the Company entered into a letter agreement with Fundamental Global, pursuant to which the Company sold 1,147,087 shares of common stock of BK Technologies, Inc. (now known as BK Technologies Corporation) to funds managed by, and other affiliates of, Fundamental Global, at a price of $3.95 per share, which represented the immediately preceding closing price on the NYSE American stock exchange. On March 11, 2019, BK Technologies, Inc. reorganized into a holding company structure which resulted in BK Technologies Corporation becoming the publicly-traded direct parent company of BK Technologies, Inc. The gross proceeds to the Company were approximately $4,530,994. Mr. Cerminara, the Company’s Chairman and former Chief Executive Officer, is the Chief Executive Officer, Co-Founder and Partner of Fundamental Global, and Mr. Johnson, Co-Chairman of the Board of Directors, is the President, Co-Founder and Partner of Fundamental Global. The transaction was approved by the Audit Committee, ~~of the Company,~~ comprised of only independent directors.

Firefly Transaction

On May 21, 2019, Strong Digital Media, LLC, a wholly-owned subsidiary of the Company (“SDM”), entered into a Taxicab Advertising Collaboration Agreement and a Unit Purchase Agreement (collectively, the “Firefly Agreements”) with Firefly Systems, Inc. (“Firefly”), pursuant to which SDM ~~has~~ agreed to make available to Firefly 300 digital taxi tops and the parties ~~have~~ agreed to coordinate the fulfilling of SDM’s agreements with the Metropolitan Taxicab Board of Trade, Inc. and Creative Mobile Media, LLC, each dated February 8, 2018. As consideration for entering into the Firefly Agreements, the Company received $4,785,072 ~~million~~ of Firefly’s Series A-2 preferred shares (“Firefly Shares”). The Firefly Shares, including those subsequently issued pursuant to an earn-out provision, ~~(if any), will be~~were subject to a repurchase option for a period of three years to cover SDM’s indemnity obligations and other post-closing covenants under the Firefly Agreements. As a condition to the transaction, SDM ~~has~~ agreed to hold the Firefly Shares in Fundamental Global Venture Partners, LP (“FGVP”), an investment fund ~~management~~managed by Fundamental Global Advisors, LLC in which SDM was the ~~controlling stockholder~~sole limited partner.

On August 3, 2020, SDM entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Firefly, pursuant to which SDM agreed to sell substantially all of the assets primarily related to its Strong Outdoor operating business to Firefly and continue to make available 300 digital taxi tops to Firefly. SDM retained certain accounts receivable as well as liabilities other than executory obligations under transferred contracts to the extent such liabilities are required to be performed following closing or constitute certain deferred revenue. The transaction closed on the same day.

As consideration for entering into the Asset Purchase Agreement, SDM received approximately $0.6 million in cash consideration and approximately $3.2 million of Firefly’s Series A-3 preferred shares.

In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, (i) SDM received approximately $1.1 million of Firefly’s Series A-2 preferred shares, which constituted the remaining shares to be issued pursuant to the Unit Purchase Agreement dated May 21, 2019, (ii) Firefly no longer has an option to repurchase any of the Series A-2 preferred shares issued to SDM, (iii) accounts payable to Firefly were cancelled and forgiven, and (iv) the Taxicab Advertising Collaboration Agreement dated May 21, 2019 was terminated. SDM currently holds approximately $5.7 million of Firefly Series A-2 preferred shares, which includes the shares issued to SDM as part of the May 2019 transaction. As contemplated by the Asset Purchase Agreement, the newly issued Series A-2 preferred shares of Firefly are held by SDM, and the previously issued Series A-2 preferred shares of Firefly held by FGVP were transferred to SDM. The Asset Purchase Agreement includes customary representations and warranties. SDM is indemnifying Firefly for excluded liabilities related to the transferred business.

Convergent Media Systems Corporation, an indirect subsidiary of the Company ~~that is wholly owned~~(“Convergent”), entered into a Master Services Agreement (the “Master Services Agreement”) with Firefly, pursuant to which Convergent agreed to provide certain support services to Firefly, including remote equipment monitoring and diagnostics of screens until no later than December 31, 2022 and transition advertising instruction and integration services, content management services, ad-hoc reporting and analysis, wireless service, advertising content management services, and mapping data until no later than six months from closing. As consideration for entering into the Master Services Agreement, Convergent received $2.0 million in cash consideration.

On August 3, 2020, Strong/MDI Screen Systems, Inc., a direct subsidiary of the Company (“Strong/MDI”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Firefly, pursuant to which MDI agreed to purchase $4.0 million of Firefly’s Series A-3 preferred shares at the initial closing, which took place on the same day, and the Company or its affiliated entities may purchase an additional $2.0 million of Firefly’s Series A-3 preferred shares at a second closing subject to certain conditions. As contemplated by ~~SDM.~~the Stock Purchase Agreement and ancillary investment agreements, the Company and its affiliated entities will have the right to designate a director to be elected to the board of directors of Firefly, subject to holding, together with its affiliates, approximately $7.2 million of Firefly’s Series A-3 preferred shares and other conditions. The Company and its affiliated entities currently hold $7.2 million of Series A-3 preferred shares and have designated D. Kyle Cerminara, Chairman of the Board of Directors and a principal of the Company’s largest stockholder, to Firefly’s board of directors. Mr. Cerminara was appointed to the Firefly board on August 3, 2020.

Indemnification Obligations

The funds managed by Fundamental Global, including the funds that directly own shares of our common stock, have agreed to indemnify Fundamental Global and its principals, including Messrs. Cerminara and Johnson, or any other person designated by Fundamental Global, for claims arising from Messrs. Cerminara’s and Johnson’s service on our Board of Directors, provided that a fund’s indemnity obligations are secondary to any obligations we may have with respect to Messrs. Cerminara’s and Johnson’s service on our Board of Directors.

Itasca Financial, LLC

On May 19, 2020, the Company entered into a Financial and Consulting Services Agreement (the “Itasca Financial Agreement”) with Itasca Financial LLC (“Itasca Financial”), pursuant to which Itasca Financial agreed to advise the Company on aspects of its strategic direction. In exchange for Itasca Financial’s services, the Company agreed to pay Itasca Financial a retainer fee of $50,000, payable in two installments of $25,000, and a monthly fee of $20,000. The parties had agreed not to terminate the Itasca Financial Agreement for a period of three months from May 19, 2020, after which time it may now be terminated by either party at any time with prior written notice of at least 30 calendar days. As of the date of this Proxy Statement, the Company has paid $130,000 to Itasca Financial. Upon termination of the Itasca Financial Agreement by either party, the Company has agreed to pay Itasca Financial a termination fee of $100,000, which can be payable in a combination of cash and stock at the Company’s discretion, and if any such fee is paid in stock, then the Company has agreed to grant Itasca Financial unlimited piggyback registration rights for such stock. The Itasca Financial Agreement also includes expense reimbursement provisions and indemnification provisions in favor of Itasca Financial and its affiliates.

Fundamental Global, with its affiliates, is the controlling stockholder of the Company. D. Kyle Cerminara, the Chief Executive Officer, Co-Founder and Partner of Fundamental Global, is the Chairman of the Board of Directors and former Chief Executive Officer of the Company, and Lewis M. Johnson, the President, Co-Founder and Partner of Fundamental Global, is Co-Chairman of our Board of Directors. Fundamental Global, with its affiliates, is the controlling stockholder of 1347 Property Insurance Holdings, Inc., and Larry G. Swets, Jr. serves as Interim Chief Executive Officer and principal executive officer of 1347 Property Insurance Holdings, Inc. and as a member of its board of directors. In addition, Mr. Swets founded and serves as the managing member of Itasca Financial, which provides services to the Company, as described above, as well as to other companies affiliated with Fundamental Global. Mr. Swets also serves as Chief Executive Officer and a director of FG New America Acquisition Corp., of which Mr. Cerminara serves as President and a director.

Indemnification Agreements

On September 1, 2020, the Company entered into indemnification agreements with each of its directors and executive officers. Under the terms of the indemnification agreements, subject to certain exceptions specified in the indemnification agreements, the Company will, among other things, indemnify its directors and executive officers to the fullest extent permitted by law in the event such director or executive officer becomes subject to or a participant in certain claims or proceedings as a result of his service as a director or officer. The Company will also, subject to certain exceptions and repayment conditions, advance to such director or executive officer specified indemnifiable expenses incurred in connection with such claims or proceedings.

As discussed above, the funds managed by Fundamental Global have agreed to certain indemnification obligations, which are secondary to any obligations we may have with respect to Messrs. Cerminara’s and Johnson’s service on our Board of Directors

ADDITIONAL INFORMATION

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than 10% of the Company’s stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Ballantyne believes that all persons subject to these reporting requirements filed the required reports on a timely basis during ~~2018.~~

~~Appendix A~~

~~BALLANTYNE STRONG, INC.~~
~~2017 OMNIBUS EQUITY COMPENSATION PLAN~~

~~(Amended and Restated Effective as of October 28, 2019)~~

~~1. Establishment, Purpose, Duration.~~

a.~~Establishment~~. Ballantyne Strong, Inc. (the “Company”), established the Ballantyne Strong, Inc. 2017 Omnibus Equity Compensation Plan (the “Plan”) effective as of March 23, 2017 (the “Effective Date”), and the Plan was first approved by the stockholders of the Company on June 15, 2017 (the “Approval Date”). Definitions of capitalized terms used in the Plan are contained in Section 2 of the Plan. The Plan is amended and restated as set forth herein by the Board effective as of October 28, 2019 (the “Restatement Date”), subject to approval by the stockholders of the Company.

b.~~Purpose~~. The purpose of the Plan is to attract and retain Directors, Consultants, officers and other key Employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.

c.~~Duration~~. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Restatement Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

d.~~Prior Plans~~. The Ballantyne Strong, Inc. 2010 Long-Term Incentive Plan and the Ballantyne Strong, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan (each a “Prior Plan” and collectively, the “Prior Plans”) each terminated in its entirety effective on the Approval Date;~~provided~~ ~~that all outstanding awards under the Prior Plans as of the Approval Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the applicable Prior Plan.~~

~~2. Definitions~~~~. As used in the Plan, the following definitions shall apply.~~

“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

~~“Approval Date” has the meaning given such term in Section 1(a).~~

“Award” means an award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Other Share-Based Awards, or Cash-Based Awards granted pursuant to the terms and conditions of the Plan.

“Award Agreement” means either: (a) an agreement, in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, in written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant.

~~“Board” means the Board of Directors of the Company.~~

~~“Cash-Based Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.~~

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term, if any, (i) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination. If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary in which such term is defined or if during the applicable severance protection period, the Participant is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean that the Participant (a) acted dishonestly or incompetently or engaged in willful misconduct in performance of his or her duties, (b) breached fiduciary duties owed to the Company, (c) intentionally failed to perform reasonably assigned duties which the Participant did not satisfactorily correct within 30 calendar days following written notification, (d) was convicted or pleaded guilty plea or plea of~~nolo contendere~~ ~~of any felony crime involving dishonesty, and/or (e) otherwise committed any act which could have a material adverse impact on the business of the Company.~~

~~“Change in Control” means the occurrence of one of the following events:~~

a.~~Change of Ownership~~. A change in ownership occurs if a person, or a group of persons acting together (in each case, other than Fundamental Global Investors, LLC and its affiliates), acquires more than fifty percent (50%) of the stock of the Company, measured by total voting power or fair market value. Incremental increases in ownership by a person or group that already owns fifty percent (50%) of the stock of the Company do not result in a change of ownership.

b.~~Change in Effective Control~~. A change in effective control occurs if, over a twelve (12) month period: (i) a person or group (other than Fundamental Global Investors, LLC and its affiliates) acquires stock representing fifty percent (50%) of the total voting power of the Company; or (ii) a majority of the members of the Board is replaced by directors not endorsed by the persons who were members of the Board before the new directors’ appointment.

c.~~Change in Ownership of a Substantial Portion of Corporate Assets~~. A change in control based on the sale of assets occurs if a person or group (other than Fundamental Global Investors, LLC and its affiliates) acquires fifty percent (50%) or more of the total gross fair market value of all the assets of the Company over a twelve (12) month period. No change in control results pursuant to this subparagraph (c) if the assets are transferred to entities owned or controlled directly or indirectly by the Company.

~~“Code” means the Internal Revenue Code of 1986, as amended.~~

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act, an “independent director” within the meaning of applicable rules of any securities exchange upon which Shares are listed, and, to the extent applicable with respect to Awards intended to qualify for the Performance-Based Exception, an “outside director” within the meaning of regulations promulgated under Section 162(m) of the Code.

~~“Company” has the meaning given such term in Section 1(a) and any successor thereto.~~

“Consultant” means an independent contractor that (a) performs services for the Company or a Subsidiary in a capacity other than as an Employee or Director and (b) qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 Registration Statement.

“Date of Grant” means the date specified by the Committee on which the grant of an Award is to be effective. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.

~~“Director” means any individual who is a member of the Board and who is not an Employee.~~

“Detrimental Activity” except as may be otherwise specified in a Participant’s Award Agreement, means: (a) Engaging in any activity of competition, as specified in any covenant not to compete set forth in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant, during the period of restriction specified in the agreement or plan prohibiting the Participant from engaging in such activity; (b) Engaging in any activity of solicitation, as specified in any covenant not to solicit set forth in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant, during the period of restriction specified in the agreement or plan prohibiting the Participant from engaging in such activity; (c) The disclosure of confidential information to anyone outside the Company or a Subsidiary, or the use in other than the Company’s or a Subsidiary’s business in violation of any covenant not to disclose set forth in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant, during the period of restriction specified in the agreement or plan prohibiting the Participant from engaging in such activity; (d) The violation of any development and inventions, ownership of works, or similar provision set forth in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant; (e) Participant’s commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its Subsidiaries or their respective businesses or operations; or (f) a conviction, guilty plea or plea of nolo contendere of Participant for any crime involving dishonesty or for any felony.

~~“Effective Date” has the meaning given such term in Section 1(a).~~

~~“Employee” means any employee of the Company or a Subsidiary;~~~~provided~~,~~however~~, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.

~~“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.~~

“Fair Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable the NYSE American, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

“Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term, if any, (i) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination. If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary in which such term is defined or if during the applicable severance protection period, the Participant is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement, “Good Reason” shall mean, without the Participant’s consent: (a) any material diminution in the Participant’s compensation or benefits, unless such diminution is made generally applicable to all similarly situated employees of the Company, (b) the assignment to the Participant of any duties inconsistent with, or substantially adverse to his or her status and duties, or a reduction in title, (c) a material breach by the Company or a Subsidiary of its obligations under the Participant’s employment agreement, if any, and/or (d) the relocation of the Participant’s primary work location to a location more than fifty (50) miles away from its current location. A termination of Participant’s employment by Participant shall not be deemed to be for Good Reason unless (x) Participant gives notice to the Company of the existence of the event or condition constituting Good Reason within 30 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving such notice. Additionally, Participant must terminate his or her employment within 90 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination to be “Good Reason” hereunder.

~~“Incentive Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the requirements of Section 422 of the Code.~~

~~“Nonqualified Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.~~

“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted in accordance with the terms and conditions set forth in Section 10.

~~“Participant” means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.~~

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code, as applicable to any award granted prior to November 3, 2017 that was intended to qualify for such exception.

“Performance Objectives” means the performance objective or objectives established by the Committee with respect to an Award granted pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section 13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors. Any Performance Objectives that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), if applicable, or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

~~“Plan” means this Ballantyne Strong, Inc. 2017 Omnibus Equity Compensation Plan, as amended from time to time.~~

~~“Prior Plan” and “Prior Plans” have the meaning given such terms in Section 1(d).~~

“Qualified Termination” means any termination of a Participant’s employment during the two-year period commencing on a Change in Control by the Company, any of its Subsidiaries or the resulting entity in connection with a Change in Control other than for Cause or by the Participant for Good Reason.

~~“Restatement Date” has the meaning given such term in Section 1(a).~~

“Restricted Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 8 has expired.

~~“Restricted Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made pursuant to Section 9.~~

~~“SEC” means the United States Securities and Exchange Commission.~~

“Share” means a share of common stock of the Company, $0.01 par value per share, or any security into which such Share may be changed by reason of any transaction or event of the type referred to in Section 15.

~~“Stock Appreciation Right” means a right granted pursuant to Section 7.~~

“Stock Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.

“Subsidiary” means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

~~“Ten Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.~~

~~3. Shares Available Under the Plan.~~

a.~~Shares Available for Awards~~. The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be 3,746,189 Shares (all of which may be issued pursuant to Incentive Stock Options), plus any Shares covered by an award outstanding under a Prior Plan on or after the Restatement Date that is forfeited, canceled, surrendered, settled in cash or otherwise terminated without the issuance of such Shares. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.

b.~~Share Counting~~. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares covered by an Award that is settled only in cash; and (iii) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees, Directors or Consultants as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c.~~Prohibition of Share Recycling~~. The following Shares subject to an Award shall not again be available for grant as described above, regardless of whether those Shares are actually issued or delivered to the Participant: (i) Shares tendered in payment of the exercise price of a Stock Option; (ii) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation; and (iii) Shares that are repurchased by the Company with Stock Option proceeds. Without limiting the foregoing, with respect to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock Appreciation Right upon exercise.

d.~~Performance-Based Exception Limits~~. Subject to adjustment as provided in Section 15 of the Plan, the following limits shall apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant shall be 200,000 Shares; (ii) the maximum aggregate number of Restricted Shares and Shares issuable or deliverable under Restricted Share Units and Other Share-Based Awards granted in any calendar year to any one Participant shall be 120,000 Shares; (iii) the maximum aggregate compensation that can be paid pursuant to Cash-Based Awards or Other Share-Based Awards granted in any calendar year to any one Participant shall be $1,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount; and (iv) the maximum dividend equivalents that may be paid in any calendar year to any one Participant shall be $100,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount.

e.~~Director Limits~~. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single calendar year, taken together with any cash fees paid to such person during such calendar year, shall not exceed $200,000.

~~4. Administration of the Plan~~.

a.~~In General~~. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its sole discretion, delegate to one or more Directors or Employees any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.

b.~~Determinations~~. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Directors or Consultants who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Directors or Consultants are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, stockholders, Directors, Consultants, Employees, Participants and their estates and beneficiaries.

c.~~Authority of the Board~~. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall control.

~~5. Eligibility and Participation~~. Each Employee, Director and Consultant is eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and the amount of each Award. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

~~6. Stock Options~~. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a.~~Award Agreement~~. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock Option.

b.~~Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement;~~~~provided, however~~~~, that in no event shall the exercise price per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.~~

c.~~Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement;~~~~provided, however~~~~, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.~~

d.~~Exercisability~~. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Objectives, and (b) time-based vesting requirements.

e.~~Exercise of Stock Options~~. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

f.~~Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:~~

(i) Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(ii) To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.

(iii) No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless (x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.

~~7. Stock Appreciation Rights~~. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a.~~Award Agreement~~. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted with respect to the Shares underlying a Stock Appreciation Right.

b.~~Exercise Price~~. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement;~~provided, however~~~~, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.~~

c.~~Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement;~~~~provided, however~~~~, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.~~

d.~~Exercisability of Stock Appreciation Rights~~. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based vesting requirements.

e.~~Exercise of Stock Appreciation Rights~~. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

~~8. Restricted Shares.~~ Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a.~~Award Agreement~~. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b.~~Terms, Conditions and Restrictions~~. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions.

c.~~Custody of Certificates~~. To the extent deemed appropriate by the Committee, the Company may retain any certificates representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

d.~~Rights Associated with Restricted Shares during Restricted Period~~. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, that any dividends with respect to unvested Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares, subject to the same terms and conditions as the original Award (including service-based vesting conditions and any Performance Objectives) until such Award is earned and vested.

~~9. Restricted Share Units.~~ Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

a.~~Award Agreement~~. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b.~~Terms, Conditions and Restrictions~~. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions or holding requirements.

c.~~Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.~~

d.~~Dividend Equivalents~~. Restricted Share Units may provide the Participant with dividend equivalents, payable either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided, however, that any dividend equivalents with respect to unvested Restricted Share Units shall be accumulated or deemed reinvested in additional Restricted Share Units, subject to the same terms and conditions as the original Award (including service-based vesting conditions and any Performance Objectives) until such Award is earned and vested.

~~10. Other Share-Based Awards~~. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or performance-based units that are settled in Shares and/or cash.

a.~~Award Agreement~~. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

b.~~Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.~~

c.~~Dividend Equivalents~~. Other Share-Based Awards may provide the Participant with dividend equivalents, on payable either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided, however, that any dividend equivalents with respect to unvested Other Share-Based Awards shall be accumulated or deemed reinvested, subject to the same terms and conditions as the original Award (including service-based vesting conditions and any Performance Objectives) until such Award is earned and vested.

~~11. Cash-Based Awards~~. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on the achievement of specific Performance Objectives.2019.

~~A-8~~

~~12. Compliance with Section 409A~~. Awards granted under the Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific reference to this Section 12): (i) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant; and (ii) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

~~13. Section 162(m)~~.

a.~~In General~~. Notwithstanding anything in the Plan to the contrary, Awards may have been granted in a manner intended to qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Restricted Shares, Restricted Share Units, Other Share-Based Awards and Cash-Based Awards intended to qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during a performance period established by the Committee and must satisfy the requirements of this Section 13.

b.~~Performance Objectives~~. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives shall be based on specified levels of or growth in one or more of the following criteria, and the Performance Objectives applicable to any other Award may be, but shall not be required to be, based on one or more of the following criteria: return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest, taxes, depreciation and/or amortization, sales, sales growth, gross margin, return on investment, increase in the fair market value of the Company’s common stock, share price (including but not limited to, growth measures and total stockholder return), operating income or profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory terms, financial return ratios, total return to stockholders, market share, earnings measures/ratios, economic or incremental value added, economic profit, balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer or dealer satisfaction surveys and productivity.

c.~~Establishment of Performance Objectives~~. With respect to Awards intended to qualify for the Performance-Based Exception, the Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.

d.~~Certification of Performance~~. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable regulations under Section 162(m) of the Code.

e.~~Adjustments~~. If the Committee determines that a change in the Company’s business, operations, corporate structure or capital structure, or in the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may in its discretion adjust such Performance Objectives or the related level of achievement, in whole or in part, as the Committee deems appropriate and equitable, including, without limitation, to exclude the effects of events that are unusual in nature or infrequent in occurrence (as determined in accordance with applicable financial accounting standards), cumulative effects of tax or accounting changes, discontinued operations, acquisitions, divestitures and material restructuring or asset impairment charges; provided, however, that in no event will any such adjustment be made that would cause an Award intended to qualify for the Performance-Based Exception to fail to so qualify.

f.~~Negative Discretion~~. With respect to any Award intended to qualify for the Performance-Based Exception, after the date that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However, the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated Performance Objectives.

~~14. Transferability~~. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution;~~provided~~, that if so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.

~~15. Adjustments~~. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the number and kind of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights;~~provided~~,~~however~~, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant.

~~16. Fractional Shares~~~~. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash.~~

~~17. Withholding Taxes~~. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of the exercise of a Stock Option or Stock Appreciation Right, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld or paid, or such other amount as will not result in an adverse accounting consequence to the Company. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.

~~18. Foreign Employees~~. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may approve such sub-plans, supplements to or amendments, modifications, restatements or alternative versions of this Plan as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees.

19.~~Detrimental Activity; Forfeiture of Awards~~.

a.~~Detrimental Activity~~. If a Participant engages in Detrimental Activity, either during service with the Company or a Subsidiary or within two (2) years after termination of such service, then, promptly upon receiving notice of the Committee’s determination, the Participant shall: (i) forfeit all Awards granted under the Plan to the extent then held by the Participant; (ii) return to the Company or the Subsidiary all Shares that the Participant has not disposed of that had been acquired pursuant to all Awards granted under the Plan, in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Participant; and (iii) with respect to any Shares acquired pursuant to an Award granted under the Plan that were disposed of, pay to the Company or the Subsidiary, in cash, the excess, if any, of: (A) the Fair Market Value of the Shares on the date acquired, over (B) any amount actually paid by the Participant for the Shares. This Section 19(a)(ii) and (iii) shall apply only to Shares that were acquired pursuant to the Award during a period of two (2) years prior to the date of the Participant’s initial commencement of the Detrimental Activity (or such other period of time specified by the Committee in the Award Agreement).

b.~~Compensation Recovery Policy~~. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy maintained by the Company from time to time, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

c.~~Set-Off and Other Remedies~~. To the extent that amounts are not immediately returned or paid to the Company as provided in this Section 19, the Company may, to the extent permitted by Applicable Laws, seek other remedies, including a set off of the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant for any reason, including, without limitation, wages, or vacation pay or other benefits;~~provided, however~~, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

~~20. Change in Control~~.

a.~~Committee Discretion~~. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, determine whether and to what extent outstanding Awards under the Plan shall be assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, whether such Awards shall be continued by the Company), in each case subject to equitable adjustments in accordance with Section 15 of the Plan.

b.~~Awards that are Assumed~~. To the extent outstanding Awards granted under this Plan are assumed, converted or replaced by the resulting entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are continued by the Company) as provided in Section 20(a) of the Plan, then: (i) any outstanding Awards that are subject to Performance Objectives shall be converted by the resulting entity, as if “target” performance had been achieved as of the date of the Change in Control, and shall continue to vest during the remaining performance period or other period of required service, and (ii) all other Awards shall continue to vest during the applicable vesting period, if any. Notwithstanding the preceding sentence, if a Participant incurs a Qualified Termination, then upon such termination (A) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (B) all restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (C) all outstanding Awards shall become fully vested.

c.~~Awards that are not Assumed~~. To the extent outstanding Awards granted under this Plan are not assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are not continued by the Company) in accordance with Section 20(a) of the Plan, then effective immediately prior to the Change in Control: (i) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target” level, and (iii) all outstanding Awards shall become fully vested.

d.~~Cancellation Right~~. The Committee may, in its sole discretion and without the consent of Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, provide that any outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control does not exceed the exercise price per Share of the applicable Awards.

~~21. Amendment, Modification and Termination~~.

a.~~In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part;~~~~provided~~,~~however~~, that no alteration or amendment that requires stockholder approval in order for the Plan to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

b.~~Adjustments to Outstanding Awards~~. The Committee may in its sole discretion at any time (i) provide that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.

c.~~Prohibition on Repricing~~. Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a lower exercise price, or for another Award, or for cash without further approval of the stockholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the stockholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights without stockholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.

d.~~Effect on Outstanding Awards~~. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b) and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award;~~provided~~ that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.

~~22. Applicable Laws~~. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

~~23. Miscellaneous~~.

a.~~Deferral of Awards~~. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

b.~~No Right of Continued Employment~~. The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. Awards granted under the Plan shall not be considered a part of any Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event shall any Award be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary or affiliate.

c.~~Unfunded, Unsecured Plan~~. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

d.~~Severability~~. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

e.~~Acceptance of Plan~~. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan.

f.~~Successors~~. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.

~~[END OF DOCUMENT]~~

If you have any questions, require any assistance in voting your shares in the Company, need any additional copies of the Company’s proxy materials, or have any other questions, please call Alliance Advisors LLC, the Company’s proxy solicitor, at the toll-free telephone number included below.

Alliance Advisors LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

Toll-free number: ~~(844) 670-2148~~
~~Fax: (973) 338-1430~~844-876-6187

[ ]	Preliminary Proxy Statement
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[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material under §240.14a-12

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	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	1.	To elect the ~~seven~~six director nominees named in the Proxy Statement to our Board of Directors until our ~~2020~~2021 Annual Meeting of Stockholders.

	2.	To approve the amendment and restatement of our 2017 Omnibus Equity Compensation Plan to increase the number of shares authorized for issuance under the plan and to extend the expiration date of the plan.

	3.	To consider and act upon a non-binding advisory resolution to approve the compensation of our Named Executive Officers, as described in the Proxy Statement.

	4.3.	To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2020.

	5.4.	To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

~~2019~~2020 ANNUAL MEETING ~~AND~~ PROXY STATEMENT SUMMARY	i
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
What is the purpose of the Annual Meeting?	1
Who is entitled to vote at the Annual Meeting?	1
Who may attend the Annual Meeting?	1
What is the difference between a stockholder of record and a beneficial owner?	12
What constitutes a quorum?	2
May I vote by proxy card or by the Internet or telephone?	2
May I change my vote?	2
How many votes are required to approve each Proposal?	2
How does the Board of Directors recommend I vote?	3
What happens if I submit a proxy card and do not give specific voting instructions?	3
Which voting matters are considered routine or non-routine, and what is the impact of a broker non-vote?	3
How will abstentions be counted?	4
Who pays the expenses incurred in connection with the solicitation of proxies?	4
How can I find out the results of the voting at the Annual Meeting?	4
How may I get additional copies of the Annual Report?	4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	5
PROPOSAL ONE — ELECTION OF DIRECTORS	8
CORPORATE GOVERNANCE	1011
Board Leadership Structure and Role of the Board in Risk Oversight	10
~~Board Independence~~	11
Board Independence	12
Communication to the Board ~~of Directors~~	12
Board ~~of Directors~~ and Committee Meeting Attendance	12
Hedging and Pledging Policy	12
BOARD COMMITTEES	12
~~Audit Committee~~	13
~~Compensation~~Audit Committee	13
Compensation Committee	14
Nominating and Corporate Governance Committee	14
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	15
~~EXECUTIVE COMPENSATION~~	16
~~Introduction~~EXECUTIVE COMPENSATION	1617
Introduction	17
Base Salaries	1617
Discretionary Bonuses	1618
Long-Term Incentives	1618
401(k) Retirement Plan	1819
Employment Agreements	1819
Executive Compensation Tables	1920
~~2018~~2019 Summary Compensation Table	1920
Outstanding Equity Awards at ~~2018~~2019 Fiscal Year-End	2122
Potential Payments Upon Termination or ~~Change-in-Control~~Change in Control	2223
DIRECTOR COMPENSATION	2426
REPORT OF THE AUDIT COMMITTEE	2628
PROPOSAL TWO ~~— APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE BALLANTYNE STRONG, INC. 2017 OMNIBUS EQUITY COMPENSATION PLAN~~	26
~~PROPOSAL THREE~~ — ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION	3429
PROPOSAL ~~FOUR~~THREE — RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3530
STOCKHOLDER PROPOSALS	3632
RELATED PERSON TRANSACTIONS	3732
ADDITIONAL INFORMATION	39
~~APPENDIX A — BALLANTYNE STRONG, INC. 2017 OMNIBUS EQUITY COMPENSATION PLAN (AMENDED AND RESTATED)~~	~~A-1~~35

Management Proposals	1.	Election of ~~seven~~six director nominees (all incumbent directors) to serve until Ballantyne’s ~~2020~~2021 Annual Meeting: D. Kyle Cerminara, Lewis M. Johnson, William J. Gerber, ~~Colonel Jack H. Jacobs,~~ Charles T. Lanktree, Robert J. Roschman, and Ndamukong Suh.
	2.	Approve the amendment and restatement of Ballantyne’s 2017 Omnibus Equity Compensation Plan to increase the number of shares authorized for issuance under the plan and to extend the expiration date of the plan.
	3.2.	Approve, on a non-binding advisory basis, the compensation of Ballantyne’s Named Executive Officers.
	4.
	3.	Ratify the appointment of Haskell & White LLP as Ballantyne’s independent registered public accounting firm for the ~~2019~~2020 fiscal year.

	Our Board of Directors recommends a vote “FOR” each of these proposals.

	(1)	Visit the website atwww.proxyvote.com and have your proxy card in hand to vote through the Internet, or

	(2)	Use the toll-free telephone number listed on the proxy card, or

	(3)	Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.

	By Order of the Board of Directors,


	D. Kyle Cerminara Chairman ~~and Chief Executive Officer~~of the Board

AC	Audit Committee	Chair of the Committee

CC	Compensation Committee	Committee Member

NCGC	Nominating and Corporate Governance Committee

	●	Director Independence: The Board is composed of a majority of independent directors. All members of the ~~committees~~Audit, Compensation and Nominating and Corporate Governance Committees of the Board of Directors ~~(Audit, Compensation and Nominating and Corporate Governance)~~ are independent.

	●	Board of Directors Leadership Structure and Role of the Board of Directors in Risk Oversight: The ~~summary~~Proxy Statement discusses Mr. Cerminara’s role as Chairman of the Board of Directors, Mr. Johnson’s role as Co-Chairman and the oversight of risks by the Board of Directors and its standing committees.

	●	Hedging and Pledging Policy: Summarizes the ~~recently updated~~Company’s hedging and pledging policy.

	●	Voting Standard for Election of Directors: Directors are elected by a plurality of votes cast.

	●	Board of Directors Self-Evaluation and Review of Independence of Board of Directors: Annual.

Related Party Transactions	A summary of Ballantyne’s related party transactions ~~for the~~since January 1, 2018 ~~and 2017 fiscal years~~ can be found beginning on page 3732 of the Proxy Statement.

Director Compensation	A summary of director compensation for the ~~2018~~2019 fiscal year, ~~can be found beginning on page 24 of~~including the ~~Proxy Statement. The~~ modified director compensation program adopted on June 6, 2019, ~~is also summarized.~~can be found beginning on page 26 of the Proxy Statement.

Executive Compensation	An overview of the executive compensation program, including the compensation to executives for ~~2018~~2019 and ~~2017,~~2018, can be found beginning on page 1617 of the Proxy Statement.

~~Compensation Consultant~~	The Compensation Committee engaged Compensation Resources, Inc. as its independent compensation consultant in connection with the amendment and restatement of the 2017 Omnibus Equity Compensation Plan.

Proxy Solicitor	Alliance Advisors LLC. If you have any questions, require any assistance in voting your shares of the Company, need any additional copies of the Company’s proxy materials, or have any other questions, please call Alliance Advisors LLC at the following toll-free telephone number: ~~844-670-2148.~~844-876-6187.

	1.	Election of each of the ~~seven~~six director nominees named in this proxy statement to the Board of Directors until our ~~2020~~2021 Annual ~~Meeting of Stockholders.~~Meeting.

	2.	~~Approval of the amendment and restatement of the 2017 Plan to increase the number of shares authorized for issuance under the 2017 Plan and to extend the expiration date of the 2017 Plan.~~

	3.	Approval, on an advisory, non-binding basis, of the compensation of our Named Executive Officers, as described in this proxy statement.

	4.3.	Ratification of the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2020.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class⁽²⁾			Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class⁽²⁾
Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209		5,554,802	⁽³⁾		38.3	%		6,363,286	⁽³⁾		43.0	%
Ariel Investments, LLC 200 E. Randolph Street, Suite 2900 Chicago, IL 60601		3,582,538	⁽⁴⁾		24.7	%		2,649,581	⁽⁴⁾		18.0	%
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746		1,031,736	⁽⁵⁾		7.1	%		972,439	⁽⁵⁾		6.6	%

(1)	This information is based on Schedules 13G and 13D, as amended, and a Form 4 filed with the SEC. Fundamental Global Investors, LLC (“Fundamental Global”) filed an amended Schedule 13D on ~~October 25, 2019~~August 18, 2020 and a Form 4 on October ~~28, 2019;~~7, 2020; Ariel Investments, LLC (“Ariel”) filed an amended Schedule 13G on ~~February 8, 2019;~~July 10, 2020; and Dimensional Fund Advisors LP (“Dimensional”) filed an amended Schedule 13G on February ~~8, 2019.~~12, 2020.

(2)	Based upon ~~14,518,756~~14,790,374 shares outstanding on October ~~29, 2019.~~7, 2020.

(3)	Fundamental Global has shared dispositive power over ~~5,554,802~~6,363,286 shares, representing approximately ~~38.3%~~43.0% of the Company’s outstanding shares of common stock, and shared voting power over ~~3,923,747~~4,970,995 shares, representing approximately ~~27.0%~~33.6% of the Company’s outstanding shares of common stock. The number reported in the table includes the ~~1,631,055~~1,392,291 shares held by CWA Asset Management Group, LLC (d/b/a Capital Wealth Advisors) (“CWA”), a wealth advisor and multi-family office of which Fundamental Global owns 50%, for the accounts of individual investors (including shares held in customer accounts for Messrs. Cerminara and Johnson). Mr. Cerminara, Chairman of our Board of Directors and our former Chief Executive Officer, serves as Chief Executive Officer, Co-Founder and Partner of Fundamental Global, and Mr. Johnson, Co-Chairman of our Board of Directors, serves as President, Co-Founder and Partner of Fundamental Global. Excluding the shares held by CWA in their respective customer accounts, Messrs. Cerminara and Johnson together beneficially own an additional ~~201,796~~192,316 shares (including ~~82,000~~26,000 shares purchasable pursuant to stock options held by Mr. Cerminara exercisable ~~within 60 days of the Record Date and 13,333 shares potentially issuable to Mr. Johnson upon the vesting of restricted stock units~~ within 60 days of the Record Date), thus increasing the total number of shares beneficially owned by Fundamental Global to ~~5,756,598~~6,555,602 shares, or approximately ~~39.4%~~44.2% of the Company’s outstanding shares of common stock. Fundamental Global, on behalf of the funds managed by it, has entered into a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the ~~“10b5-1 Plan”~~“Exchange Act”), for the purchase of up to ~~1.5~~1.0 million shares of the Company’s common ~~stock.~~stock (the “10b5-1 Plan”). The 10b5-1 Plan became effective on April ~~1, 2019~~2, 2020 and will terminate on April ~~1, 2020~~2, 2021 or such earlier date as set forth in the 10b5-1 Plan. Transactions under the 10b5-1 Plan are reported to the SEC in accordance with applicable securities laws, rules and regulations.

(4)	Ariel reported that it has sole voting ~~power over 3,488,638 shares~~ and sole dispositive power over ~~3,582,538~~2,649,581 shares. Ariel reported that its adviser clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all securities reported as beneficially owned by Ariel. Ariel also reported that WWJr. Enterprises, Ariel’s client, has an economic interest in more than 5% of the shares reported as beneficially owned by Ariel.

(5)	Dimensional reported that it has sole voting power over ~~1,003,003~~946,750 shares and sole dispositive power over ~~1,031,736~~972,439 shares. Dimensional reported that the funds, group trusts and separate accounts it provides investment management or adviser services to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in their respective accounts which are reported as beneficially owned by Dimensional.

Name	Number of Shares Beneficially Owned⁽¹⁾			Percent of Common Stock⁽²⁾			Number of Shares Beneficially Owned⁽¹⁾			Percent of Common Stock⁽²⁾
D. Kyle Cerminara, Chairman of the Board of Directors and CEO		5,732,675	⁽³⁾		39.3	%
Mark D. Roberson, Executive Vice President and CFO		26,666	⁽⁴⁾		*
Ray F. Boegner, President of Strong Cinema		196,352	⁽⁵⁾		1.3	%
D. Kyle Cerminara, Chairman								6,523,492	⁽³⁾		44.0	%
Lewis M. Johnson, Co-Chairman								6,395,396	⁽⁴⁾		43.2	%
Mark D. Roberson, Chief Executive Officer								78,999	⁽⁵⁾		*
Todd R. Major, Chief Financial Officer								10,000	⁽⁶⁾		*
Ray F. Boegner, President of Strong Entertainment								253,018	⁽⁷⁾		1.7	%
William J. Gerber, Director		30,574	⁽⁶⁾		*			35,428	⁽⁸⁾		*
Jack H. Jacobs, Director		13,333	⁽⁷⁾		*
Lewis M. Johnson, Co-Chairman of the Board of Directors		5,578,725	⁽⁸⁾		38.4	%
Charles T. Lanktree, Director		38,074	⁽⁹⁾		*			42,928	⁽⁹⁾		*
Robert J. Roschman, Director		44,962	⁽¹⁰⁾		*			49,816	⁽¹⁰⁾		*
Ndamukong Suh, Director		31,548	⁽¹¹⁾		*			36,402	⁽¹¹⁾		*
Lance V. Schulz, Former Senior Vice President, CFO and Treasurer		—	⁽¹²⁾		—
All current directors and executive officers as a group (9 persons)		6,138,107	⁽¹³⁾		41.6	%		7,062,193	⁽¹²⁾		47.3	%

	(1)	Each director, director nominee and Named Executive Officer listed ~~above~~in the table owns all outstanding shares directly and has sole voting and investment power over such shares unless otherwise specified below.

	(2)	Based upon ~~14,518,756~~14,790,374 shares of common stock outstanding as of October ~~29, 2019.~~7, 2020. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such persons have voting or investment power with respect to the securities. Each named person is deemed to be the beneficial owner of shares of common stock that may be acquired within 60 days of October ~~29, 2019,~~7, 2020 upon the exercise of stock options and vesting of restricted stock ~~units.~~units (sometimes referred to as “RSUs”). Accordingly, the number of shares and percentage set forth next to the name of such person, and all current directors and executive officers as a group, includes shares of directly owned common stock (including shares of restricted common ~~stock)~~stock, if any), shares of common stock purchasable pursuant to stock options exercisable within 60 days of the Record Date and shares of common stock potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date. However, the shares of common stock so issuable upon the exercise of stock options or vesting of restricted stock units held by any such person are not included in calculating the percentageof common stock beneficially owned by any other stockholder.
~~(3)~~	(3)	Includes ~~204,612~~242,945 shares of common stock directly owned by Mr. Cerminara, ~~(including 20,000 restricted shares),~~ 7,540 shares held in Mr. Cerminara’s 401(k) plan, 15,440 shares held by Mr. Cerminara’s wife and children and ~~82,000~~26,000 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date (131,719 of these shares are held by CWA in customer accounts for Mr. Cerminara and his wife and children). Also includes ~~3,923,747~~4,970,995 shares of common stock beneficially owned by Fundamental Global, which, with its affiliates, is the largest stockholder of the Company, and ~~1,499,336~~1,260,572 shares held in customer accounts managed by CWA (excluding Mr. Cerminara’s shares held in CWA accounts), of which Fundamental Global owns 50%. Mr. Cerminara, as Chief Executive Officer, Co-Founder and Partner of Fundamental Global, is deemed to have shared voting and dispositive power over the shares beneficially owned by Fundamental Global, and as manager of CWA, is deemed to have shared dispositive power over the shares beneficially owned by CWA. Mr. Cerminara disclaims beneficial ownership of the shares beneficially owned by Fundamental Global and CWA except to the extent of his pecuniary interest therein. Does not include (i) ~~26,667~~13,334 shares potentially issuable pursuant to restricted stock units granted on January 26, 2018, (ii) ~~75,000~~50,000 shares potentially issuable pursuant to restricted stock units granted on June 6, 2019, (iii) ~~12,000~~28,662 shares potentially issuable ~~upon the exercise of~~pursuant to restricted stock ~~options~~units granted on ~~November 22, 2015,~~July 1, 2020, (iv) ~~36,000 shares potentially issuable upon the exercise of stock options granted on February 28, 2017, (v) 40,000~~30,000 shares potentially issuable upon the exercise of stock options granted on January 26, 2018, and ~~(vi) 30,000~~(v) 24,000 shares potentially issuable upon the exercise of stock options granted on June 6, 2019.

~~(6)~~	(4)	Includes 17,241 shares of common stock directly owned by Mr. Gerber and 13,333 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date. Does not include 14,563 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2019.
~~(7)~~	Includes 13,333 shares of common stock potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date. Does not include 14,563 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2019.
~~(8)~~	~~Includes 19,090~~40,610 shares of common stock directly owned by Mr. Johnson, 8,500 of which are held by CWA in a customer ~~account, and 13,333 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date.~~account. Also includes ~~3,923,747~~4,970,995 shares of common stock beneficially owned by Fundamental Global, which, with its affiliates, is the largest stockholder of the Company, and ~~1,622,555~~1,383,791 shares held in customer accounts managed by CWA (excluding Mr. Johnson’s shares held in CWA accounts), of which Fundamental Global owns 50%. Mr. Johnson, as President, Co-Founder and Partner of Fundamental Global, is deemed to have shared voting and dispositive power over the shares beneficially owned by Fundamental Global, and as manager of CWA, is deemed to have shared dispositive power over the shares beneficially owned by CWA. Mr. Johnson disclaims beneficial ownership of the shares beneficially owned by Fundamental Global and CWA except to the extent of his pecuniary interest therein. Does not include (i) ~~14,563~~9,709 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2019, (ii) 6,667 shares potentially issuable upon the vesting of restricted stock units separately granted on July 1, 2019, and (iii) 28,662 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2020.

	(5)	Includes 40,332 shares of common stock directly owned by Mr. Roberson, 22,000 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date, and 16,667 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date. Does not include (i) 16,667 shares potentially issuable upon the vesting of restricted stock units granted on December 4, 2018, (ii) 43,334 shares potentially issuable upon the vesting of restricted stock units granted on June 6, 2019, (iii) 24,000 shares potentially issuable upon the exercise of stock options granted on December 4, 2018, and (iv) 24,000 shares potentially issuable upon the exercise of stock options granted on June 6, 2019.
	(6)	Includes 10,000 shares of common stock directly owned by Mr. Major. Does not include 20,000 shares potentially issuable upon the vesting of restricted stock units granted on May 31, 2019.

	(7)	Includes 168,018 shares of common stock directly owned by Mr. Boegner and 85,000 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date. Does not include (i) 13,334 shares potentially issuable upon the vesting of restricted stock units granted on January 26, 2018, (ii) 26,667 shares potentially issuable upon the vesting of restricted stock units granted on June 6, 2019, (iii) 16,000 shares potentially issuable upon the exercise of stock options granted on February 28, 2017, (iv) 30,000 shares potentially issuable upon the exercise of stock options granted on January 26, 2018 and (v) 16,000 shares potentially issuable upon the exercise of stock options granted on June 6, 2019.

	(8)	Includes 35,428 shares of common stock directly owned by Mr. Gerber. Does not include (i) 9,709 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2019 and (ii) ~~10,000~~28,662 shares potentially issuable upon the vesting of restricted stock units ~~separately~~ granted on July 1, ~~2019.~~ 2020.

	(9)	Includes ~~17,241~~35,428 shares of common stock directly owned by Mr. Lanktree ~~13,333 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date,~~ and 7,500 shares directly owned by the Donna B. Lanktree Family Trust, the trustee of which is Donna B. Lanktree, the spouse of Mr. Lanktree. Does not include ~~14,563~~(i) 9,709 shares potentially issuable upon the vesting of restricted stock units granted on July 1, ~~2019.~~
~~(10)~~	~~Includes 31,629 shares of common stock directly owned by Mr. Roschman~~2019 and ~~13,333 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date. Does not include 14,563~~(ii) 28,662 shares potentially issuable upon the vesting of restricted stock units granted on July 1, ~~2019.~~2020.
~~(11)~~	(10)	Includes ~~18,215~~49,816 shares of common stock directly owned by Mr. ~~Suh and 13,333 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date.~~Roschman. Does not include ~~14,563~~(i) 9,709 shares ~~of common stock~~ potentially issuable upon the vesting of restricted stock units granted on July 1, ~~2019.~~2019 and (ii) 28,662 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2020.
~~(12)~~	(11)	Mr. Schulz, a Named Executive Officer, served as Senior Vice President, Chief Financial Officer and Treasurer of the Company from March 29, 2017 until November 16, 2018. To the Company’s knowledge, Mr. Schulz does not hold anyIncludes 36,402 shares of common stock directly owned by Mr. Suh. Does not include (i) 9,709 shares potentially issuable upon the ~~Company as~~vesting of ~~October 29, 2019.~~restricted stock units granted on July 1, 2019 and (ii) 28,662 shares potentially issuable upon the vesting of restricted stock units granted on July 1, 2020.
~~(13)~~	(12)	Includes ~~451,380~~658,979 shares directly owned by all current directors and executive officers as a group, ~~(including 23,334 restricted common shares),~~ 7,540 shares held in Mr. Cerminara’s 401(k) plan, 15,440 shares held by Mr. Cerminara’s wife and children, 7,500 shares held by the Donna B. Lanktree Family Trust, ~~145,000~~133,000 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date, ~~96,664~~16,667 shares potentially issuable upon the vesting of restricted stock units within 60 days of the Record Date, ~~3,923,747~~4,970,995 shares held by Fundamental Global and ~~1,490,836~~1,252,072 shares held in customer accounts managed by CWA (excluding Messrs. Cerminara’s and Johnson’s shares held in CWA accounts), of which Fundamental Global owns 50%.

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
D. Kyle Cerminara⁽¹⁾
Lewis M. Johnson⁽²⁾
William J. Gerber	Chair	X
~~Colonel Jack H. Jacobs~~⁽³⁾	X		~~Chair~~
Charles T. Lanktree		Chair
Robert J. Roschman	X⁽³⁾	X	X
Ndamukong Suh			X

~~(1)~~	~~Chairman of the Board of Directors.~~

~~(2)~~	(2) Mr. Johnson ~~was appointed as Chair of the Nominating and Corporate Governance Committee effective July 11, 2018; his service on the committee ended effective September 7, 2018. He~~ was appointed Co-Chairman of the Board of Directors on April 2, 2019.

~~(3)~~	~~Colonel Jacobs was appointed to the Audit Committee effective July 11, 2018 and as the Chair of the Nominating and Corporate Governance Committee effective September 7, 2018.~~

	●	Determining the compensation of the Chief Executive Officer, and overseeing all other executive officers’ compensation, including salary and payments under the Company’s incentive and stock plans;

	●	Administering the Company’s stock compensation plans, including approving all individual grants and awards under these plans;

	●	Reviewing compensation for non-employee directors and recommending changes to the Board of Directors;

	●	Reviewing and monitoring matters related to human capital management, including talent acquisition, development and retention, internal pay equity, diversity and inclusion, and corporate culture; and

	●	Conducting an annual risk assessment to ensure that the Company’s executive compensation plans and programs do not promote the assumption of excessive risk and remain consistent with the approved overall compensation philosophy and strategy.

	●	Overseeing the annual review of the effectiveness of the Board of Directors and its committees;

	●	Administrating a director orientation program for all newly-elected or appointed members of the Board of Directors;

	●	Recommending the assignment of directors to the various committees of the Board of Directors;

	●	Evaluating emergent ESG-related risks and the Company’s ESG goals, and reviewing and discussing with management strategies, activities, and policies regarding ESG-related matters and making recommendations to the Board;

	●	Reviewing and assessing stockholder proposals submitted to the Company for inclusion in the Company’s proxy statement; and

	●	Periodically reviewing the Company’s corporate governance policies and practices and recommending changes to the Board of Directors when appropriate in light of the Company’s position, developments in laws and regulations applicable to the Company, and corporate governance trends and practices.

	●	Independence and absence of conflicts of interest;

	●	Honesty, integrity and accountability;

	●	Substantial business experience with a practical application to the Company’s needs;


	●	Willingness to ask tough questions in a constructive manner that adds to the ~~decision making~~decision-making process of the Board of Directors;

	●	Demonstrated ability to think strategically and make decisions with a ~~forward looking~~forward-looking focus;

	●	Ability to assimilate relevant information on a broad range of topics;

	●	Willingness to express independent thought;

	●	Team player;

	●	Willingness to make a strong commitment of time and attention to the Board of Directors’ processes and affairs; and

	●	Ability to commit to Company stock ownership.

Name	Age	Position and Principal Occupation	Officer Since	Age	Position and Principal Occupation	Officer Since
D. Kyle Cerminara	42	Director since February 2015, Chairman since May 2015 and Chief Executive Officer since November 2015. Chief Executive Officer, Co-Founder and Partner of Fundamental Global and Co-Chief Investment Officer of CWA. For additional information, see the section titled “Proposal One — Election of Directors.”	2015

Mark D. Roberson	54	Executive Vice President, Chief Financial Officer and Treasurer. Mr. Roberson brings an extensive background in executive leadership, operations, corporate finance, SEC reporting, treasury, and mergers & acquisitions. He previously served as Chief Operations Officer of Chanticleer Holdings, Inc., a Nasdaq-listed restaurant operating company, from May 2015 to November 2018, and as Chief Executive Officer of PokerTek, Inc., a Nasdaq-listed gaming technology company, from February 2010 to October 2014 (having served as Acting Chief Executive Officer from May 2009 until February 2010). He also served as Chief Financial Officer and Treasurer of PokerTek, Inc. from October 2007 until October 2014. Mr. Roberson previously held positions of increasing responsibility at Curtiss-Wright, Inc., a NYSE-listed aerospace and defense contractor, Krispy Kreme Doughnut Corporation, a NYSE-listed fast-casual restaurant franchisor and operator, and LifeStyle Furnishings International, a $2 billion private equity backed furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his career with Ernst & Young and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a B.S. in Accounting from UNC-Greensboro and a B.S. in Economics from Southern Methodist University. He has served on the Board of Directors of Cynergistek, Inc. (NYSE American: CTEK), a cybersecurity and information management consulting firm, since May 2016, where he chairs the Audit and Compensation Committees.	2018	55	Chief Executive Officer since April 2020 and Executive Vice President, Chief Financial Officer and Treasurer from November 2018 to April 2020. Mr. Roberson brings an extensive background in executive leadership, operations, corporate finance, SEC reporting, treasury, and mergers and acquisitions. He previously served as Chief Operations Officer of Chanticleer Holdings, Inc., a Nasdaq-listed restaurant operating company, from May 2015 to November 2018, and as Chief Executive Officer of PokerTek, Inc., a then Nasdaq-listed gaming technology company, from February 2010 to October 2014 (having served as Acting Chief Executive Officer from May 2009 until February 2010). He also served as Chief Financial Officer and Treasurer of PokerTek, Inc. from October 2007 until October 2014. Mr. Roberson previously held positions of increasing responsibility at Curtiss-Wright, Inc., a NYSE-listed aerospace and defense contractor, Krispy Kreme Doughnut Corporation, a then NYSE-listed fast-casual restaurant franchisor and operator, and LifeStyle Furnishings International, a $2 billion private equity backed furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his career with Ernst & Young and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a B.S. in Accounting from UNC-Greensboro and a B.S. in Economics from Southern Methodist University. He has served on the Board of Directors of CynergisTek, Inc. (NYSE American: CTEK), a cybersecurity and information management consulting firm, since May 2016, where he chairs the Audit Committee and is a member of the Compensation Committee, which he previously chaired.	2018

Todd R. Major				47	Chief Financial Officer, Secretary and Treasurer since April 2020 and Senior Vice President, Finance from April 2019 to April 2020. Mr. Major previously served as Senior Director, Financial and SEC Reporting of Bojangles, Inc., a then Nasdaq-listed restaurant operating company and franchisor, from March 2015 to April 2019, as Director, Financial Reporting of Premier, Inc. (Nasdaq: PINC), a healthcare performance improvement company, from September 2014 to February 2015, and as Senior Director, Financial Reporting of Horizon Lines, Inc, a then NYSE-traded transportation and logistics company, from November 2006 to September 2014. From June 2003 to November 2006, Mr. Major previously held positions of increasing responsibility at Nabi Biopharmaceuticals, Inc., a then Nasdaq-listed biopharmaceutical company engaged in the development and commercialization of proprietary products. Mr. Major is a Certified Public Accountant and earned an MBA from Queens University of Charlotte and a B.A. in Accounting from Flagler College.	2020

Ray F. Boegner	69	President of Strong Cinema; previously Senior Vice President and Senior Vice President of Sales; Vice President of Sales prior to November 1996; joined the Company in 1985.	1997	70	President of Strong Entertainment; previously Senior Vice President and Senior Vice President of Sales; Vice President of Sales prior to November 1996; joined the Company in 1985.	1997

	●	D. Kyle Cerminara, Chairman and then Chief Executive ~~Officer;~~Officer (in which role he served until April 2020);

	●	Mark D. Roberson, then Executive Vice President and Chief Financial Officer ~~(since November 16, 2018);~~

	●	~~Lance V. Schulz, former Senior Vice President,~~who now serves as our Chief ~~Financial~~Executive Officer ~~and Treasurer (from March 29, 2017 until November 16, 2018)~~(as of April 2020); and

	●	Ray F. Boegner, President of Strong ~~Cinema.~~Entertainment.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)⁽⁴⁾			Option Awards ($)⁽⁴⁾			Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)⁽¹²⁾		Total ($)
D. Kyle Cerminara⁽¹⁾	2018		225,000		—		188,000	⁽⁵⁾		91,074	⁽⁸⁾		—		5,691		509,765
Chairman and CEO	2017		210,577		—		390,000	⁽⁶⁾		144,577	⁽⁹⁾		—		5,518		750,672

Mark D. Roberson⁽²⁾	2018		25,000		—		112,500	⁽⁷⁾		37,223	⁽¹⁰⁾		—		85		174,808
EVP and CFO

Lance V. Schulz⁽³⁾	2018		225,962		—		188,000	⁽⁵⁾		91,074	⁽⁸⁾		—		65,620		570,656
Former SVP, Treasurer and CFO	2017		185,577		—		—			93,591	⁽¹¹⁾		—		5,917		285,085

Ray F. Boegner	2018		275,000		—		188,000	⁽⁵⁾		91,074	⁽⁸⁾		—		9,193		563,267
President of Strong Cinema	2017		265,385		—		65,000	⁽⁶⁾		96,385	⁽⁹⁾		—		11,282		438,052

(1)	Mr. Cerminara was named to the Board of Directors on February 20, 2015. On ~~September 23,~~May 13, 2015, Mr. Cerminara was appointed as Chairman of the Board and on September 23, 2015, as the Company’s Executive Chairman. ~~Effective November 24, 2015,~~ Mr. Cerminara ~~was appointed~~served as our Chief Executive ~~Officer.~~Officer from November 24, 2015 to April 13, 2020. He ~~also~~ continues to serve as our ~~Chairman.~~Non-Executive Chairman of the Board. For ~~2018~~2019 and ~~2017,~~2018, Mr. Cerminara did not receive any additional compensation as a director or as Chairman. Following his resignation as our Chief Executive Officer, Mr. Cerminara receives our standard non-employee director compensation as described below under “Director Compensation.”

(2)	Mr. Roberson ~~was appointed~~served as our Executive Vice President and Chief Financial Officer ~~effective~~from November 16, 2018 to April 13, 2020 and was ~~not a Named~~appointed as our Chief Executive Officer ~~in 2017.~~effective April 13, 2020.

(3)	~~Mr. Schulz was appointed as Senior Vice President, Treasurer and Chief Financial Officer effective March 29, 2017 and served in that capacity until his resignation effective November 16, 2018.~~

~~(4)~~	The amounts in these columns represent the aggregate grant date fair value calculated in accordance with the Financial Accounting Standards Board ~~(“FASB”) ASC~~Accounting Standards Codification Topic 718. For additional information relating to the assumptions made in valuing and expensing these awards refer to Note 12 in the Company’s consolidated financial statements included in the Company’s Annual Report, ~~on Form 10-K for the year ended December 31, 2018,~~ as filed with the SEC.

~~(5)~~(4)	Consists of the grant date fair value of the ~~January 26, 2018~~June 6, 2019 grant of 75,000, 65,000 and 40,000 RSUs granted to ~~each of~~ Messrs. Cerminara, ~~Schulz~~Roberson and Boegner, ~~in accordance with~~respectively, pursuant to the 2017 Plan. The RSUs are to be settled in shares of the Company’s common stock on a one-for-one basis as soon as practicable following the applicable vesting date. The RSUs ~~for Messrs. Cerminara and Boegner~~ vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment. As part of Mr. Schulz’s consulting agreement entered into in connection with his resignation, effective November 16, 2018, the Company agreed to amend Mr. Schulz’s award agreement to provide that one-third of his RSUs would vest on January 26, 2019, and two-thirds of his RSUs would vest on March 31, 2019, subject to Mr. Schulz remaining in the continuous service of the Company through the applicable vesting dates. The fair value of Mr. Schulz’s RSUs as of November 16, 2018, the date of the amendment, was $125,200.

(5)	Consists of the grant date fair value of the ~~February 28, 2017~~January 26, 2018 grant of ~~60,000~~40,000 RSUs to each of Messrs. Cerminara and ~~10,000 restricted~~Boegner, in accordance with the 2017 Plan. The RSUs are to be settled in shares of the Company’s common stock ~~to Messrs. Cerminara and Boegner, respectively, in accordance with~~on a one-for-one basis as soon as practicable following the ~~2010 Plan.~~applicable vesting date. The ~~shares~~RSUs vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment.

~~(7)~~(6)	Consists of the grant date fair value of the December 4, 2018 grant of 50,000 RSUs, in accordance with the 2017 Plan. The RSUs are to be settled in shares of the Company’s common stock on a one-for-one basis as soon as practicable following the applicable vesting date. The RSUs vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment. The RSUs were granted as a signing bonus pursuant to the terms of Mr. Roberson’s ~~Employment Agreement~~employment agreement with the Company.

(7)	Consists of the grant date fair value of the June 6, 2019 grant of 30,000, 30,000 and 20,000 stock options to Messrs. Cerminara, Roberson and Boegner, respectively, pursuant to the 2017 Plan. The stock options vest in one-fifth annual installments, beginning on the first anniversary of the grant date, subject to continued employment.

(8)	Consists of the grant date fair value of the January 26, 2018 grant of 50,000 stock options to each of Messrs. Cerminara ~~Schulz~~ and Boegner, in accordance with the 2017 Plan. The stock options vest in one-fifth annual installments, beginning on the first anniversary of the grant ~~date. Mr. Schulz’s stock options were forfeited upon his resignation from the Company effective November 16, 2018.~~date, subject to continued employment.

(9)	Consists of the grant date fair value of the February 28, 2017 grant of 60,000 and 40,000 stock options to Messrs. Cerminara and Boegner, respectively, in accordance with the 2010 Plan. The stock options vest in one-fifth annual installments, beginning on the first anniversary of the grant date.

~~(10)~~	Consists of the grant date fair value of the December 4, 2018 grant of 40,000 stock options in accordance with the 2017 Plan. The stock options vest in one-fifth annual installments, beginning on the first anniversary of the grant ~~date.~~date, subject to continued employment. The options were granted as a signing bonus pursuant to the terms of Mr. Roberson’s ~~Employment Agreement~~employment agreement with the Company.

~~(11)~~	Consists of the grant date fair value of the April 7, 2017 grant of 40,000 stock options in accordance with the 2010 Plan, which become exercisable in four equal annual installments beginning on the first anniversary of the grant date. The options were granted as a signing bonus pursuant to the terms of Mr. Schulz’s Employment Agreement with the Company. Upon his resignation from the Company effective November 16, 2018, Mr. Schulz immediately forfeited 30,000 unvested options and, following a period of 30 days from the effective date of his resignation, forfeited the right to exercise 10,000 options.

~~(12)~~(10)	The Company provides its executives with certain employee benefits. These benefits include excess life and disability insurance and contributions made by the Company under the ~~Ballantyne Retirement and Savings~~401(k) Plan. The amounts reported for each Named Executive Officer as All Other Compensation for ~~2018~~2019 are identified and quantified ~~below:~~below.

	Mr. Cerminara		Mr. Roberson		Mr. Schulz		Mr. Boegner		Mr. Cerminara		Mr. Roberson		Mr. Boegner
Employer match on 401(k) Plan									$	6,644	$	7,404	$	8,313
Excess life and disability insurance										1,211		1,211		1,130
Accrued vacation pay-out	$	—	$	—	$	17,362	$	—		—		—		2,115
Consulting fees⁽¹⁾		—		—		40,025		—
Employer match on Retirement and Savings Plan		4,673		—		7,300		8,250
Excess life and disability insurance		1,018		85		933		943
Total All Other Compensation	$	5,691	$	85	$	65,620	$	9,193	$	7,855	$	8,615	$	11,558

	Fees Earned Or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽³⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Samuel C. Freitag⁽²⁾		31,829		—		—		—		—		—		31,829
William J. Gerber⁽²⁾		43,750		30,000		—		—		—		—		73,750
Jack H. Jacobs⁽²⁾		8,195		30,000		—		—		—		—		38,195
Lewis M. Johnson⁽²⁾		32,559		30,000		—		—		—		—		62,559
Charles T. Lanktree⁽²⁾		37,000		30,000		—		—		—		—		67,000
Robert J. Roschman		31,750		30,000		—		—		—		—		61,750
James C. Shay		22,908		—		—		—		—		—		22,908
Ndamukong Suh		31,750		30,000		—		—		—		—		61,750

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)			(b)		(c)
Equity compensation plans approved by security holders		1,144,498	⁽¹⁾	$	5.06		1,049,156	⁽²⁾
Equity compensation plans not approved by security holders		—			—		—
Total		1,144,498		$	5.06		1,049,156