Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective this 20th day of March, 2007, by and
between The LGL Group, Inc., an Indiana corporation (the "Company") and Xxxxx
Xxxx (the "Employee").
WITNESSETH:
WHEREAS, the parties hereto desire to enter into this Employment Agreement
to define and set forth the terms and conditions of the employment of the
Employee by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Employee as follows:
1. POSITION: EMPLOYMENT PERIOD.
The Company hereby employs the Employee as its Chief Financial Officer,
and the Employee hereby agrees to serve in such capacity, for the period
beginning March 20, 2007 and ending on the date that the Employee's employment
is terminated in accordance with Paragraph 9 below (the "Employment Period").
2. PERFORMANCE OF DUTIES.
The Employee agrees that during the Employment Period he shall devote his
full business time to the business affairs of the Company and shall perform his
duties faithfully and efficiently subject to the direction of the Board of
Directors and Chief Executive Officer of the Company. It is understood that the
employee will relocate, at the Company's expense, to Orlando and will conduct
business from the MtronPTI office in Orlando, FL.
3. COMPENSATION.
Subject to the following provisions of this Employment Agreement, during
the Employment Period, the Employee shall be compensated for his services as
follows:
(a) He shall receive an annual salary, payable in bi-weekly in an amount
which shall initially be $175,000 per annum, subject to such increases as may
from time to time be determined by the Chief Executive Officer and. Compensation
Committee of the Company;
(b) He shall receive a one-time grant of 10,000 shares of restricted stock
after execution of this Employment Agreement. Such shares shall be subject to
the following vesting schedule: 5,000 shares on March 20, 2008 and an additional
1,250 shares on each of June 20, 2008, September 20, 2008, December 20, 2008 and
March 20, 2009.
(c) He shall participate in the new Company Executive Incentive
Compensation Plan, which will be completed by April 30, 2007.
The Employee shall be entitled to such other perquisites as may be
customarily granted by the Company to employees of similar rank and position.
The Employee is entitled to at least three weeks paid vacation per annum,
4. DISABILITY
Subject to the provisions of Paragraph 9, if the Employee's employment is
terminated during the Employment Period by reason of his Disability (as defined
below), the Employee shall continue to receive an annual salary and benefits in
accordance with Paragraph 3(a) for the 180-day period after the occurrence of
such Disability. For purposes of this Employment Agreement, the term
"Disability" means a physical or mental disability which renders the Employee
incapable of performing his duties under this Employment Agreement and which
disability has existed for at least one month, as determined by an independent
physician selected by the Company and agreed to by the Employee. Any salary
payments to the Employee shall be reduced by the amount of any benefits paid for
the same period of time under the Company's disability insurance programs.
5. COMPETING BUSINESSES.
During the period of his employment under this Employment Agreement, the
Employee shall not be employed by or otherwise engage in or be interested in any
business in competition with the Company, or with any of its subsidiaries or
affiliates, except that the Employee's investment in any such business shall not
be considered a violation of this Paragraph if the Employee owns less than five
percent of the equity thereof.
6. CONFIDENTIALITY.
During and. after the Employment Period, the Employee will not divulge or
appropriate to his own use or to the use of others, in competition with the
Company, any secret or confidential information or knowledge pertaining to the
business of the Company, or of any of its subsidiaries, obtained by him in any
way while he was employed by the Company or by any of its subsidiaries.
7. RESTRICTIVE COVENANT.
In the event that the Employee's employment is terminated for any reason
during the 12-month period following such termination, the Employee will not
directly or indirectly (as a director, officer, executive employee, manager,
consultant, independent contractor, advisor or otherwise) engage in competition
with, or own any interest in, perform any services for, participate in or be
connected with any business or organization that engages in competition with the
Company, provided, however, that the provisions of this Section 7 shall not be
deemed to prohibit the Employee's ownership of not more than 5% of the total
shares of all classes of stock outstanding of any publicly held company
8. REMEDIES.
If at any time the Employee materially violates any of the terms or
covenants set forth in Paragraphs 5 and 6, the Company shall have the right to
terminate all of its obligations to make further payments under this Employment
Agreement. The Employee acknowledges that the Company would be irreparably
injured by a violation of Paragraphs 5 or 6 and agrees that the Company shall be
entitled to an injunction restraining the Employee from any actual or threatened
breach of Paragraphs 5 or 6 or to any other appropriate equitable remedy without
any bond or other security being required.
9. AMENDMENT AND TERMINATION.
This Agreement may be amended or cancelled by either party without the
consent of any other person (employment at will) and, so long as the Employee
lives, no person, other than the parties hereto, shall have any rights under or
interest in this Employment Agreement or the subject matter hereof.
10. NOTICES.
Any notice required or permitted to be given under this Employment
Agreement shall be sufficient if in writing and if sent by registered mail to
the Company at its principal executive offices or to the Employee at the last
address filed by him in writing with the Company, as the case may be.
11. NON-ASSIGNMENT.
The interests of the Employee under this Employment Agreement are not
subject to the claims of his creditors and may not be voluntarily or
involuntarily assigned alienated or encumbered.
12. SUCCESSORS.
This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns and upon any person acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or substantially all
of the Company's assets and business.
13. APPLICABLE LAW.
The provisions of this Employment Agreement shall be construed in
accordance with the laws of the State of Florida.
14. COUNTERPARTS.
This Employment Agreement may be executed in two or more counterparts, any
one of which shall be deemed the original without reference to the others.
IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf
all effective the day and year first above written.
/s/ Xxxxx Xxxx
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XXXXX XXXX
THE LGL GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
