Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective this 5th day of September, 2006, by and
between The LGL Group, Inc., an Indiana corporation (the "Company"), and
Xxxxxxxx Xxxxx (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 September 5th, 2006 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. Notwithstanding the
foregoing, it is understood that the Employee is a member of the Board of
Directors of Infocrossing Inc. and is permitted to attend board meetings and to
participate in teleconferences as necessary.
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 monthly or more
frequent installments, in an amount which shall initially be $185,000 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 September 5, 2007 and an
additional 1,250 shares on each of December 5, 2007, March 5, 2008, June 5, 2008
and September 5, 2008.
(c) He shall be paid a discretionary $50,000 annual bonus on each
anniversary of the Employee's employment with the Company (paid in cash or cash
equivalent) with reference to the following:
1. Efficient, accurate and timely regulatory and audit filings
for the Company, consistent with all requirements;
2. Reducing costs Company wide (including corporate costs and
cost of production at divisions);
3. Improving financial process and controls at the Company's
operating divisions; and
4. Analyzing business economics to improve the analytical
foundation for decision making in the areas of capital allocation
and performance based measurements (includes areas such as
margins (EBITDA or other) and activity based costing (to the
extent possible with given systems).
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 four 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 Connecticut.
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/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
THE LGL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
