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

In connection with the Board of Directors' desire to establish a succession plan for the position of President and Chief Executive Officer, on September 23, 2009, Ballantyne Strong, Inc. (the "Company") entered into two agreements with current President and CEO John P. Wilmers. The first agreement constitutes an amendment to the Executive Employment Agreement between the Company and Mr. Wilmers. This amendment, effective January 23, 2010, provides for the continuation of Mr. Wilmers' employment as President and CEO through the earlier of the first day his successor commences employment or December 31, 2011. Mr. Wilmers' base compensation and other benefits will remain materially consistent with the terms previously disclosed in the Company's Proxy Statement.

The second agreement with Mr. Wilmers is a new Employment Agreement and was entered into in anticipation of the Company employing Mr. Wilmers' successor prior to December 31, 2011. The term of the new Employment Agreement commences upon the Company hiring Mr. Wilmers' successor and ends on December 31, 2011, unless terminated earlier in accordance with its terms. Mr. Wilmers' title and duties will be as assigned by the Board of Directors. His salary and other benefits will remain materially consistent with the terms previously disclosed in the Company's Proxy Statement except that, in the event of termination without cause, Mr. Wilmers will receive his salary for the balance of the contract term as severance in lieu of any amount payable pursuant to the Company's general severance policy.