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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000921895-07-000599.txt : 20070320
<SEC-HEADER>0000921895-07-000599.hdr.sgml : 20070320
<ACCEPTANCE-DATETIME>20070320165113
ACCESSION NUMBER:		0000921895-07-000599
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070320
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070320
DATE AS OF CHANGE:		20070320

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LGL GROUP INC
		CENTRAL INDEX KEY:			0000061004
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				381799862
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00106
		FILM NUMBER:		07706954

	BUSINESS ADDRESS:	
		STREET 1:		140 GREENWICH AVENUE, 4TH FL.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		2036221150

	MAIL ADDRESS:	
		STREET 1:		140 GREENWICH AVENUE, 4TH FL.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LYNCH CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
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<PRE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                              --------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported): March 20, 2007
                                                          --------------


                               THE LGL GROUP, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as specified in Charter)

          Indiana                     1-106                   38-1799862
- ---------------------------------------------------------------------------------
(State or other jurisdiction       (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)

    140 Greenwich Avenue, 4th Floor, Greenwich, CT               06830
- ---------------------------------------------------------------------------------
       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (203) 622-1150
                                                           --------------


- ---------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

   |_|  Written communications pursuant to Rule 425 under the Securities Act (17
        CFR 230.425)

   |_|  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

   |_|  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
        Exchange Act (17 CFR 240.14d-2(b))

   |_|  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
        Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      Effective March 20, 2007, The LGL Group, Inc. (the "Company") entered into
an  Employment  Agreement  with  Steve  Pegg to  serve  as the  Company's  Chief
Financial Officer (the "Employment Agreement").  Under the Employment Agreement,
Mr. Pegg is to receive a base  salary of  $175,000  per annum and is eligible to
participate  in the  Company's  executive  benefit and  compensation  plans.  In
addition,  upon  commencement  of his  employment,  Mr. Pegg received a grant of
10,000  shares  of  restricted  stock  pursuant  to the  Company's  2001  Equity
Incentive Plan,  which shares are to vest as follows:  5,000 shares on March 20,
2008 and 1,250 shares on each of June 20, 2008, September 20, 2008, December 20,
2008 and March 20, 2009.

      A copy of the Employment Agreement is attached hereto as EXHIBIT 99.1.

ITEM 5.02   DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
            DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective March 20, 2007,  Steve Pegg was elected Chief Financial  Officer
of the Company. Mr. Pegg, age 48, served as the Vice President,  Chief Financial
Officer,  Treasurer and Secretary of Ultraviolet Devices, Inc. from October 2004
through December 2006.  Ultraviolet Devices, Inc. is a manufacturer and supplier
of ultra violet and filtration  products for air and water  treatment.  Prior to
that, Mr. Pegg served as an operations  and financial  consultant for Camil Farr
Company from April 2001 through October 2004.  Prior to that, Mr. Pegg served as
the Senior Vice President,  Chief Financial Officer,  Treasurer and Secretary of
Farr  Company,  a  predecessor  company that was merged into Camil Farr Company.
Camil Farr Company and Farr Company  manufacture air filtration  devices.  For a
description of Mr. Pegg's Employment Agreement, see ITEM 1.01 above.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

      (d)   Exhibits.

            10.1  Employment  Agreement,  dated March 20, 2007, by and between
                  The LGL Group, Inc. and Steve Pegg.

<PAGE>

                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


March 20, 2007

                                     THE LGL GROUP, INC.


                                     By: /s/ Jeremiah Healy
                                         --------------------------------------
                                         Name: Jeremiah Healy
                                         Title: Chief Executive Officer



</PRE>
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<PRE>

                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

      EMPLOYMENT  AGREEMENT,  effective  this  20th day of March,  2007,  by and
between The LGL Group,  Inc., an Indiana  corporation  (the "Company") and Steve
Pegg (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  March 20, 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.  It is understood that the
employee will relocate,  at the Company's  expense,  to Orlando and will conduct
business from the MtronPTI office in Orlando, FL.

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 bi-weekly in an amount
which shall  initially be $175,000 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 March 20, 2008 and an additional
1,250 shares on each of June 20, 2008, September 20, 2008, December 20, 2008 and
March 20, 2009.

      (c)  He  shall  participate  in  the  new  Company   Executive   Incentive
Compensation Plan, which will be completed by April 30, 2007.

<PAGE>

      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 three 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

<PAGE>

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 Florida.

<PAGE>

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/ Steve Pegg
                                     -------------------------------------------
                                     STEVE PEGG


                                     THE LGL GROUP, INC.

                                     By: /s/ Jeremiah M. Healy
                                         ---------------------------------------
                                         Name:  Jeremiah M. Healy
                                         Title: President and Chief Executive
                                               Officer


</PRE>
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