EMPLOYMENT AGREEMENT
Exhibit
10.1
EMPLOYMENT
AGREEMENT, effective this 17th day of
December,
2007, by and between the LGL Group, Inc., a Delaware corporation (the
“Company”), and Xxxxxx X. Xxxxxx (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:
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1.
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Position;
Employment Period.
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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
the
day of December 28, 2007 and ending on the date that the Employee’s employment
is terminated in accordance with Paragraph 9 below (the “Employment
Period”)
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2.
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Performance
of Duties.
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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.
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3.
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Compensation.
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Subject
to the following provisions of this Employment Agreement, during the Employment
Period, the Employee shall be compensated for his services as
follows:
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(a)
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He
shall receive an annual salary, payable in monthly or more frequent
installments, in an amount which shall initially be $136,000 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;
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(b)
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He
shall be eligible to participate in the Company’s Annual and Long Term
Incentive Plan that are currently under
development.
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(c)
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He
shall be eligible to participate in the Company’s Annual Incentive Plan
and be eligible to receive an annual cash bonus of at least 30%
of
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Base
Salary, subject to meeting targets and thresholds established by
the CEO
and Board of Directors.
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The
Employee shall be entitled to such other perquisites customarily granted by
the
Company to the employees of similar rank and position. The Employee
is entitled to at least three weeks paid vacation per annum during his first
year of employment and four weeks per annum during his period of employment
thereafter.
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 was not pre-existing
prior to the date of this agreement and which renders the Employee incapable
of
performing his duties under this Employment Agreement and which disability
has
existed for at least on month, as determined by an independent physician
selected by the Company and agreed to by the Employee. Any salary
payment 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.
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.
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7.
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Restrictive
Covenant.
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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.
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8.
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Remedies.
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If
at any
time the Employee 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. Termination.
The
Employee’s employment will be at
the discretion of the Chief Executive Office and Board of Directors of the
Company. In the event the Employee is terminated for reasons other than Cause
he
will be give 3 months notice and shall be paid at least three (3) months and
no
more than six (6) months base salary, such amount to be determined at the
discretion of the Board of Directors. For the purposes of this Agreement “Cause”
shall mean that the Employee (a) committed an illegal act or an act intended
to
defraud the Company, (b) engaged in gross negligence or misconduct against
the
Company or another employee or carrying out his duties and responsibilities
or
(c) has breached any provision of this Agreement. In the event the Employee
wishes to terminate his employment he shall give the Company at least 3 months
notice.
10. Amendment.
This
Agreement may not be amended or
cancelled by either party without the written consent of both parties. No
person, other than the parties hereto, shall have any rights under or interest
in the Employment Agreement or the subject matter hereof.
11. 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.
12. 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.
13. 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.
14. Applicable
Law.
The
provisions of this Employment
Agreement shall be construed in accordance with the laws of the State of
Florida.
15. Counterparts.
This
Employment Agreement may be executed in two or more counterparts, any one of
which shall be deemed the original with 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/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X. Xxxxxx | |||
| LGL GROUP, INC. | |||
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By:
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/s/ Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | |||
| Title: President and Chief Executive Officer | |||
