BDR Blonder Tongue Laboratories Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on a Current Report on Form 8-K, filed on May 23, 2022, on May 18, 2022, the Board of Directors (the “Board”) of Blonder Tongue Laboratories, Inc. (the “Company”), acting on the recommendation of the compensation committee of the Board (the “Compensation Committee”), and the Company's chief executive officer, Edward R. Grauch (the “Executive”), agreed to make certain adjustments to the Executive’s compensation, to defer all of his cash compensation for a period of 180 days beginning May 23, 2022. As of each date on which compensation that would otherwise have been paid to Mr. Grauch, the Company will accrue a number of shares of its common stock calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair market value of one share of the Company’s common stock. The deferred compensation will be paid to Mr. Grauch on or before March 15, 2023.

On December 30, 2022, the Board, acting on the recommendation of the Compensation Committee, agreed to make certain adjustments to the compensation of the Executive, whereby pursuant to a deferred compensation agreement, entered into by and between the Company and the Executive on December 30, 2022 (the “December 2022 Deferred Compensation Agreement”), the Executive agreed to defer all of his cash compensation from the Company (the “Accrued Compensation”) during the period beginning on January 1, 2023 and ending on June 3, 2023 (the “Suspension Period”).

Pursuant to the December 2022 Deferred Compensation Agreement, on or before June 30, 2023, the Company shall deliver to the Executive the full amount of the Accrued Compensation, subject to compliance with tax withholding obligations as described in the December 2022 Deferred Compensation Agreement. The form of payment of the Accrued Compensation shall be via: (1) payment of cash; (2) the issuance of that number of shares of the Company’s common stock derived by dividing (a) the amount of Accrued Compensation, by (b) the Fair Market Value of one share of the common stock as of such date (the “Compensation Shares”); or (3) a combination of cash and Compensation Shares. The form of payment of the Accrued Compensation shall be at the sole discretion of the Board.

The Compensation Shares issued, if any, will be issued under and pursuant to the Company’s Second Amended and Restated Executive Stock Purchase Plan, approved by the Board on September 10, 2020, as amended, and will be validly issued, fully paid and non-assessable when delivered.

In addition, in the event of a Change in Control, as defined in the December 2022 Deferred Compensation Agreement, prior to the delivery of the cash and/or Compensation Shares, all further suspensions of payment of the Executive’s compensation shall cease, and the Accrued Compensation as of the date of such Change in Control shall be immediately payable to the Executive in cash, subject to all applicable tax withholding obligations.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the December 2022 Deferred Compensation Agreement, and such description is qualified in its entirety by reference to the full text of the December 2022 Deferred Compensation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.