ex101to8k03725_12242007.htm


    Exhibit
      10.1

     

    
       

      
        	 	
                 

              


      

                                                                                 
EMPLOYMENT
        AGREEMENT

       

    

    EMPLOYMENT
      AGREEMENT, effective this 17th day of
      December,
      2007, by and between the LGL Group, Inc., a Delaware corporation (the
“Company”), and Harold D. Castle (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
      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”)

    


    
      	
              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.

    


    
      	
              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 $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;

            


    

    


    
      	
               

            	
              (b)

            	
              He
                shall be eligible to participate in the Company’s Annual and Long Term
                Incentive Plan that are currently under
                development.

            


    

    


    
      	
               

            	
              (c)

            	
              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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Base
                Salary, subject to meeting targets and thresholds established by
                the CEO
                and Board of Directors.

            


    

    


    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.

    


    
      	
              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.

    


    
      	
              8.

            	
              Remedies.

            


    

    


    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/
                Harold D. Castle  	 
	 	Harold
                D. Castle	 


      

    

     

    
      	 	LGL
              GROUP, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Robert
              R. Zylstra 	 
	 	 	Name:   Robert
              R. Zylstra 	 
	 	 	Title:  President
              and Chief Executive Officer