THE
LGL GROUP, INC.
  RESTRICTED
STOCK AGREEMENT
  THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”), dated ___________ __, 200__, is made by and
between The LGL Group, Inc., a Delaware corporation (the “Company”), and
________________ (the “Participant”).
  WHEREAS, the Company desires
to increase the proprietary and vested interest of the Participant in the
growth, development and financial success of the Company and its subsidiaries by
awarding shares of restricted stock to the Participant under the terms of the
Company’s 2001 Equity Incentive Plan (the “Plan”);
  NOW, THEREFORE, and in
consideration of the Participant’s service as a member of the Board of Directors
of the Company (the “Board”), the Company and the Participant agree as
follows:
  1.
              Definitions
  Any
capitalized term that is not defined in this Agreement shall have the meaning
given such term under the Plan.
  2.
              Grant
      of Restricted Shares
  2.1
              Grant; Grant
      Date
  On
___________ __, 200__, pursuant to the Plan and subject to the terms and
conditions of the Plan and this Agreement, the Company granted to the
Participant an award of __________ shares of the Company’s common stock, par
value $0.01 per share (the “Restricted Shares”).
  2.2
              Acceptance of
      Award
  The
Participant hereby (i) accepts the award of Restricted Shares described in
Section 2.1, (ii) represents and warrants to the Company that he or she has
received and read a copy of the Plan, (iii) agrees that the Restricted Shares
will be held by the Participant and his or her successors subject to (and will
not be disposed of except in accordance with) all of the restrictions, terms and
conditions contained in the Plan and this Agreement, and (iv) agrees that any
certificates issued for the Restricted Shares in accordance with Section 3.4 may
bear the following legend or such other legend as the Company deems
appropriate:
  “TRANSFERS
OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE
COMPANY’S 2001 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT, DATED
___________ __, 200__, BY AND BETWEEN THE COMPANY AND THE HOLDER
THEREOF.  NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE
SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS WITH RESPECT TO SUCH TRANSFER
CONTAINED IN SUCH PLAN AND AGREEMENT HAVE BEEN MET.  COPIES OF SUCH
PLAN AND AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE COMPANY’S CHIEF
FINANCIAL OFFICER.”
   
  3.
              Vesting,
      Forfeiture, Adjustments and Restrictions on Transfer of
    Shares
  3.1
              Vesting; Forfeiture of
      Restricted Shares
  (a)           The
Participant’s interest in the Restricted Shares shall become fully vested and
nonforfeitable as follows:
_______________________________________.  Notwithstanding the
foregoing, the Committee may at any time and from time to time accelerate the
vesting of the Restricted Shares, in whole or in part, as determined by the
Committee in its sole discretion.
  (b)           If
the Participant ceases to be a member of the Board prior to ___________ __,
200__ for any reason, any Restricted Shares that have not yet vested in
accordance with Section 3.1(a) shall be forfeited.  The Participant
shall have no further rights as a stockholder of the Company with respect to the
forfeited Restricted Shares beginning with the date of forfeiture, including,
without limitation, any right to receive any distribution payable to
stockholders of record on or after the date of such forfeiture.
  3.2
              Restrictions on
      Transfers of Restricted,
Shares
  (a)           Except
as otherwise provided in this Agreement, the Participant may not sell, assign,
transfer, pledge or otherwise dispose of or encumber any of the Restricted
Shares, or any interest therein, until his or her rights in such Restricted
Shares vest and the restrictions set forth in this Section 3.2(a) lapse in
accordance with Section 3.2(b).  Any purported sale, assignment,
transfer, pledge or other disposition or encumbrance in violation of this
Agreement shall be void and of no effect and shall give no right to the
purported transferee.
  (b)           The
restrictions set forth in Section 3.2(a) shall lapse upon the earliest to occur
of (i) the Participant’s resignation from the Board or any other termination of
the Participant’s membership thereon; or (ii) a Change of Control.
  3.3
              Ownership
      Rights
  Except as
provided in Section 3.2, with respect to the Restricted Shares, the Participant
shall have all of the rights of a stockholder of the Company, including the
rights to vote the Restricted Shares and to receive any cash dividends declared
thereon.  Stock dividends, if any, issued with respect to the
Restricted Shares shall be treated as additional Restricted Shares subject to
the same restrictions, terms and conditions that apply with respect to, and
shall vest or be forfeited at the same time as, the Restricted Shares with
respect to which such stock dividends are issued.
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  3.4
              Stock
      Certificates
  As soon
as practicable after a grant date and the execution and delivery of this
Agreement by the Participant and the Company, the Participant shall be issued
stock certificates in respect of the Restricted Shares that will be registered
in his or her name, and shall bear whatever legend the Company deems
appropriate, including, but not limited to, the legend set forth in Section
2.2.  Such stock certificates shall be held in custody by the Company
(or in trust by a trustee) until the Restricted Shares become vested and all
other conditions of delivery set forth in the Plan and this Agreement are
satisfied.
  3.5
              Certain
      Restrictions
  By
accepting the Restricted Shares, the Participant agrees that if, at the time of
delivery of certificates for the Restricted Shares issued hereunder, any
subsequent sale of such Restricted Shares is not covered by an effective
registration statement under the Securities Act of 1933, as amended, (the
“Act”), the Participant will acquire the Restricted Shares for the Participant’s
own account and without a view to resale or distribution in violation of the Act
or any other securities law.  The Participant may be required by the
Company to give a representation in writing that he or she is acquiring the
securities for his or her own account for investment and not with a view to, or
for sale in connection with, the distribution of any part
thereof.  Furthermore, the Participant may be required to enter into
such written representations, warranties and agreements as the Company may
reasonably request in order to comply with the Act or any other securities law
or with this Agreement.  The Company shall not be obligated to issue
the Restricted Shares pursuant to this grant if, in the opinion of counsel to
the Company, the Restricted Shares to be so issued are required to be registered
or otherwise qualified under the Act or under any other applicable statute,
regulation or ordinance affecting the sale of securities, unless and until such
Restricted Shares have been so registered or otherwise qualified.
  4.
              Miscellaneous
  4.1
              Administration
  The
Committee, or in lieu of the Committee, the Board, shall have the power to
interpret the Plan and this Agreement, and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules.  All actions
taken and all interpretations and determinations made by the Committee, or in
lieu of the Committee, the Board, shall be final and binding upon the
Participant, the Company and all other interested persons.
  4.2
              Reorganization of
      Company and Subsidiaries
  The
existence of this Agreement shall not, in any way, affect the right or power of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or business, any merger or consolidation of the Company, any issue of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Restricted Shares or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar character or
otherwise.
   3
  4.3
              Taxes
  The
Participant understands that he or she (and not the Company) shall be
responsible for any tax obligation that may arise as a result of the
transactions contemplated by this Agreement, and shall pay to the Company the
amount determined by the Company to be such tax obligation at the time such tax
obligation arises.  If the Participant fails to make such payment, the
Company, in its sole discretion, may permit the Participant to satisfy his or
her tax obligation through the withholding of that number of Restricted Shares
necessary to satisfy the tax obligations.  In such instance, the
withheld shares shall not be delivered to the Participant and Participant shall
have no further rights as a stockholder of the Company with respect to such
shares.  The Participant shall notify the Company within 10 days after
any election made pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended (the “Code”).
  THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO FILE TIMELY AN ELECTION UNDER SECTION 83(b) OF THE CODE, IN
THE EVENT THAT THE PARTICIPANT DESIRES TO MAKE SUCH ELECTION.
  4.4
              No Representation or
      Commitment Regarding Tax
Consequences
  The
Company makes no representation or commitment that any federal or state tax
treatment will apply or be available to any person eligible for benefits under
this Agreement.
  4.5
              Entire Agreement;
      Amendment
  This
Agreement, together with the Plan, constitutes the entire agreement between the
parties with respect to the subject matter hereof.  Any term or
provision of this Agreement may be waived at any time by the party which is
entitled to the benefits thereof, and any term or provision of this Agreement
may be amended or supplemented at any time by the mutual consent of the parties
hereto, except that any waiver of any term or condition, or any amendment, of
this Agreement must be in writing.  Notwithstanding the foregoing,
this Agreement may be amended from time to time, without the consent of the
Participant, as may be necessary or appropriate to comply with the provisions of
Section 409A of the Code and Treasury Regulations and other Internal Revenue
Service guidance promulgated thereunder.
  4.6
              Severability
  In the
event that any provision of this Agreement is held to be illegal, invalid, or
unenforceable for any reason, such provision shall be fully severable, and this
Agreement shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.
  4.7
              Governing
      Law
  This
Agreement shall be governed by, and interpreted in accordance with, the laws of
the State of Delaware without regard to its principles of conflict of
laws.
   4
  4.8
              Successors
  This
Agreement shall be binding upon and inure to the benefit of the successors,
assigns and heirs of the respective parties.
  4.9
              Notices
  All
notices or other communications made or given in connection with this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
or mailed by registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such other address as
each may specify by notice to the other.  Except as otherwise provided
in this Agreement, each such notice shall be deemed given when delivered in
person or by facsimile transmission, or on a date that is four days after it is
mailed in any post office or branch post office regularly maintained by the
United States Postal Service (registered or certified, with postage and fees
prepaid and properly addressed), or one day after deposit with a reputable
overnight courier service and properly addressed.
  If
      to the Participant:___________________
                2525
      Shader Road
                Orlando,
      FL 32804If
      to the Company:LGL
      Group, Inc.
                2525
      Shader Road
                Orlando,
      FL 32804
                Attention:  Chief
      Executive Officer
 
 4.10
              Waiver
  The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver thereof or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
  4.11
              Titles;
      Construction
  Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Agreement.  The masculine
pronoun shall include the feminine and neuter and the singular shall include the
plural, when the context so indicates.
   5
 4.12
                Not a Contract of
      Employment or Service; No Acquired
  Rights.
  The
adoption and maintenance of this Agreement shall not be deemed to be a contract
of employment or service between the Company and any person.
  IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.
  
 THE
      LGL GROUP, INC.By:Name:Title:
 
 
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