Employment Agreement between The LGL Group, Inc. and Jeremiah Healy (Chief Financial Officer)

 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 Jeremiah Healy (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/ Jeremiah Healy -------------------------------------------- Jeremiah Healy THE LGL GROUP, INC. By: /s/ John C. Ferrara ----------------------------------------- Name: John C. Ferrara Title: President and Chief Executive Officer