Independent Contractor Agreement between The LGL Group, Inc. and James W. Tivy

Once appointed by the BOD, serve as principal financial officer, in all respects and as required to fulfill reporting requirements of the Securities and Exchange Commission (“SEC”);

Ensure appropriate preparation, review, and submission of all required forms required as a publicly traded company, including, but not limited to financial reporting for annual and quarterly periods (Forms 10-K and 10-Q), ownership (Forms 3, 4, & 5), and the annual Proxy Statement (Form DEF-14A);

Maintain and administer the Company’s restricted stock and stock option plans;

Other projects which may be required to facilitate the Company’s strategic plan or goals.

The Consultant agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes or employment insurance premiums on any amounts paid by the Company to the Consultant. The Consultant also agrees to indemnify the Company from any and all claims in respect to the Company’s failure to withhold and/or remit any taxes or insurance premiums.

The Consultant agrees that as an independent contractor, the Consultant will not be qualified to participate in or to receive any employee benefits that the Company may extend to its employees.

Company shall pay Consultant for reasonable business expenses approved in advance by the Company.

The Consultant is free to provide services to other clients, so long as such other clients are not in competition with the Company and so long as there is no interference with the Consultant’s contractual obligations to the Company.

The Consultant has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation in the name of or on behalf of the Company.

COMPANY REPRESENTATIVE

CONTRACTOR

By:

/s/ Linda Biles

By:

/s/  James W. Tivy

Name:

Linda Biles

Name:

James W. Tivy

Date:

January 24, 2018

Date:

January 23, 2018

Engagement with the Company as an independent contractor or consultant (“Engagement”) will give the Consultant access to proprietary and confidential information belonging to the Company, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to customer lists, marketing plans, proposals, contracts, technical and/or financial information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of the Company.

As referred to herein, the “Business of the Company” shall relate to the business of the Company as the same is determined by the Board of Directors of the Company from time to time.  

The Consultant may in the course of the Consultant’s Engagement with the Company conceive, develop or contribute to material or information related to the Business of the Company, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”). The Company shall exclusively own, and the Consultant does hereby assign to the Company, all Proprietary Property which the Consultant conceives, develops or contributes to in the course of the Consultant’s Engagement with the Company and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trade-mark rights in or relating to the Proprietary Property. Material or information conceived, developed or contributed to by the Consultant outside work hours on the Company’s premises or through the use of the Company’s property and/or assets shall also be Proprietary Property and be governed by this Agreement if such material or information relates to the Business of the Company. The Consultant shall keep full and accurate records accessible at all times to the Company relating to all Proprietary Property and shall promptly disclose and deliver to the Company all Proprietary Property.  

The Consultant shall, both during and after the Consultant’s Engagement with the Company, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Company. The Consultant may, however, use or disclose Confidential Information which:

is or becomes public other than through a breach of this Agreement;

is known to the Consultant prior to the date of this Agreement and with respect to which the Consultant does not have any obligation of confidentiality; or

is required to be disclosed by law, whether under an order of a court or other legal process, provided that Consultant informs the Company of such requirement in sufficient time to allow the Company to avoid such disclosure by the Consultant.

The Consultant covenants and agrees not to make any unauthorized use whatsoever of or to bring onto the Company’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Consultant’s

Engagement with the Company.

At the reasonable request and at the sole expense of the Company, the Consultant shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure the Company’s ownership of the Proprietary Property, the Company property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to the Company written assignments of all rights to the Company and any other documents required to enable the Company to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as the Company considers advisable anywhere in the world.

The Consultant hereby irrevocably and unconditionally waives all moral rights the Consultant may now or in the future have in any Proprietary Property.

The Consultant agrees that the Consultant will, if requested from time to time by the Company, execute such further reasonable agreements as to confidentiality and proprietary rights as the Company’s customers or suppliers reasonably require to protect confidential information or proprietary property.  

Regardless of any changes in position, fees or otherwise, including, without limitation, termination of the Consultant’s Engagement with the Company, unless otherwise stipulated pursuant to the terms hereof, the Consultant will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph.  

The Consultant agrees that the Consultant’s sole and exclusive remedy for any breach by the Company of this Agreement will be limited to monetary damages and in case of any breach by the Company of this Agreement or any other Agreement between the Consultant and the Company, the Consultant will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property.

This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect.