Exhibit 10.18
CONSULTING
AGREEMENT
This Consulting Agreement
(“Agreement”) made and entered into effective as of
this 1st day of April, 2009, by and between Ballantyne of
Omaha, Inc. (“Ballantyne”), a Delaware
corporation, with its principal offices at 4350 McKinley St.,
Omaha, Nebraska 68112 (the “Company”), and Christopher
Beach, an individual whose mailing address is **
(“Beach”).
RECITALS
This Agreement is made with reference to the following facts and
objectives:
A.
The Company is in the business of manufacturing and providing
cinema equipment and services (the
“Company”).
B.
Beach is a non-employee Director of Ballantyne.
C.
The Company desires to retain the services of Beach in connection
with the Company, and Beach has agreed to provide services to the
Company as more fully described below.
D.
The services to be performed by Beach hereunder are in
addition to the services that would be normally performed by
non-employee Directors of Ballantyne.
AGREEMENT
NOW THEREFORE, in consideration of
the mutual promises and covenants contained herein, and other good
and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, Company and Beach hereby agree as
follows:
1.
Engagement . The Company hereby engages Beach, and
Beach hereby accepts such engagement as a consultant to the
Company
2.
Terms . Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall begin on the
effective date hereof (“Commencement Date”) and
continue for an initial term of one (1) year.
3.
Duties . Beach shall serve as a consultant to the
Company on a part-time basis using Beach’s best efforts to
assist the Company in the operation of the Company, including, but
not limited to, assisting members of the Company’s senior
management in refining the Company’s strategic direction,
assisting on mergers and acquisitions activity, and assisting in
succession planning (“Consulting Services”).
Beach shall be available and shall provide to the Company at such
times as are reasonably requested by the Company the Consulting
Services. All duties hereunder shall be performed only upon
the expressed request and under the general direction of the
Company’s President or Chairman of the Board, from time to
time.
4.
Independent Contractor Status . Beach expressly
acknowledges that Beach will be acting as an independent contractor
and not as an employee of the Company for all purposes, Beach shall
be responsible for any payment of Social Security, withholding tax
and all other
1
federal, state and local taxes due as a result
of his receiving the Consultant Fee. The Company expressly
desires to and shall rely upon Beach’s expertise and
experience in developing and implementing the methods and means for
carrying out Beach’s duties hereunder. Beach shall be
free to set Beach’s own hours and appointments, within the
parameters of the services requested. Subject to the agreed
standards hereunder, Beach and the Company both expressly
acknowledge that the Company is primarily interested in the results
to be obtained.
5.
Compensation . As compensation hereunder, Beach shall
be paid the total sum of $85,000.00 (the “Consultant
Fee”). Said sum shall be payable as follows:
5.1.
Cash Payment . Beach shall receive the sum of
$42,499.75 payable in 52 weekly installments of $817.30 each, in
accordance with the Company’s then-current payment
practices.
5.2.
Restricted Stock . Beach shall receive a Restricted
Stock Award equal to $42,500.25, priced at the closing market price
for the Company’s stock on the date of the signing of the
Consulting Agreement. Said stock shall vest on the one year
anniversary date of this Agreement.
6.
Additional Compensation .
6.1
Office Expense . In addition to the Consultant Fee in
Paragraph 5 above, Beach shall be reimbursed for one-half of the
cost incurred by Beach for maintaining Beach’s office
in
