8-K

                       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 23, 2006

                               EMERSON RADIO CORP.
               (Exact Name of Registrant as Specified in Charter)

       Delaware                    0-25226                  22-3285224
       --------                    -------                  ----------
   (State Or Other               (Commission               (IRS Employer
   Jurisdiction Of               File Number)            Identification No.)
    Incorporation)

      9 Entin Road, Parsippany, New Jersey                   07054
      ------------------------------------                   -----
    (Address of Principal Executive Offices)              (Zip Code)

       Registrant's telephone number, including area code: (973) 884-5800

                                 Not Applicable
                                 --------------
            (Former Address, if changed since Last Report) (Zip Code)

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))


                                      -1-



ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On March 23, 2006, Emerson Radio Corp. (the "Company") and its Chief
Financial Officer, Guy A. Paglinco, entered into an agreement (the "Agreement")
setting forth their respective rights and obligations in the event that Mr.
Paglinco's employment relationship with the Company ends for any reason.

         In summary, the Agreement provides that

         (i) if Mr. Paglinco's employment with the Company is terminated for
Cause (as such term is defined in the Agreement) or upon his death, the Company
is required to pay Mr. Paglinco (a) his base salary earned but unpaid through
the date of employment termination, (b) reimbursement for unused sick days and
vacation days, and (c) any amounts vested under any Company compensation plan or
program (collectively, the "Accrued Obligations");

         (ii) if Mr. Paglinco's employment with the Company is terminated
without Cause or as a result of his permanent disability, the Company is
required to pay Mr. Paglinco, (a) subject to his execution of a general release,
in equal installments over a period of a year, (x) an aggregate amount equal to
his annual base salary on the date of termination and (y) healthcare
continuation payments and (b) the Accrued Obligations; and

         (iii) if Mr. Paglinco resigns as Chief Financial Officer, the Company
is obligated to pay the Accrued Obligations to Mr. Paglinco and, subject to his
execution of a general release, to enter into a one year consulting agreement
with him under which Mr. Paglinco will provide consulting services to the
Company and the Company, in consideration therefor, will (a) pay to him in
installments an amount equal to his annual base salary on the date of
termination of employment and (b) reimburse him for certain healthcare
continuation payments.

In addition, if Mr. Paglinco's employment is terminated by the Company without
Cause or as a result of his permanent disability, or if Mr. Paglinco resigns,
all stock options granted to Mr. Paglinco under the 2004 Employee Stock
Incentive Plan will vest.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (d)      Exhibits

         Exhibit 10.1 - Agreement between Emerson Radio and Guy A. Paglinco,
dated March 23, 2006.


                                      -2-




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    EMERSON RADIO CORP.


                                    By: /s/ Guy A. Paglinco
                                       ---------------------------
                                        Name:  Guy A. Paglinco
                                        Title: Vice President and
                                               Chief Financial Officer

Dated:  March 29, 2006



                                      -3-

EX-10.1

EXHIBIT 10.1




                               EMERSON RADIO CORP.
                                  9 ENTIN ROAD
                              PARSIPPANY, NJ 07054

February 21, 2006

Via Hand Delivery
Mr. Guy A. Paglinco
17 Sunderland Road
Denville, New Jersey 07834

         RE:  Separation Agreement with Emerson Radio

Dear Guy:

In furtherance of the business transactions presently being or to be
contemplated and/or negotiated by Emerson Radio Corp. ("Emerson Radio"), the
present state of Emerson's business and the need for your assistance by the
continued performance of your job duties as Chief Financial Officer of Emerson
Radio, this letter agreement ("Agreement") shall confirm the following:

1. In the event that (a) Emerson Radio terminates your employment at any time
for Cause (as defined below) or (b) your employment relationship with Emerson
terminates as a result of your death, then Emerson Radio's sole obligation to
you under this Agreement or otherwise shall be to (i) pay any base salary earned
by you, but not yet paid, prior to the effective date of such termination, (ii)
pay to you an amount necessary to reimburse you for all vacation/sick/personal
days which accrued on or after April 1, 2005 and were unused as of the date of
termination of employment and (iii) pay and/or provide any other amounts or
benefits that are vested amounts or vested benefits or that you are otherwise
entitled to receive under any plan, program, policy, or practice (with the
exception of those, if any, relating to severance) on the date of termination,
in accordance with such plan, program policy or practice (clauses (i) and (ii)
of this sentence are collectively referred to herein as the "Accrued
Obligations").

2. In the event that (a) Emerson Radio terminates your employment at any time
without Cause, or (b) your employment with Emerson Radio is terminated at any
time as a result of your Permanent Disability (as defined below), then Emerson
Radio's sole obligation to you under this Agreement or otherwise shall be to (i)
pay and/or provide to you or your estate, as applicable, the Accrued
Obligations, and (ii) subject to your execution, delivery and non-revocation of
a separation and general release in the form attached to this letter as Exhibit
A, (y) pay to you an aggregate amount equal to your annual base salary as in
effect on the date of termination (less applicable withholdings and customary
payroll deductions) (the "Severance Payment"), and (z) if you timely elect COBRA
coverage and provided you continue to make contributions to such continuation
coverage equal to your contribution amount in effect immediately preceding the
date of your termination of employment, Emerson Radio will pay the remaining
portion of your healthcare continuation payments under COBRA for a 12-month
period following the date of your termination of employment (unless you sooner
become eligible to obtain healthcare coverage from a new employer, in which case
Emerson Radio's obligation to pay its portion of your healthcare continuation
payments shall cease) (the "Subsidized COBRA Coverage"). The Severance Payment
shall be payable in equal installments over a 12-month period in accordance with
Emerson Radio's customary payroll practices, commencing on the next regular
paydate following the 8th day after your execution and delivery of the Release
(in the form attached as Exhibit A).


3. In the event that you resign from your employment with Emerson Radio at any
time for any reason or no reason, then Emerson Radio's sole obligation to you
under this Agreement or otherwise shall be to (i) pay and/or provide to you the
Accrued Obligations, and (ii) subject to your execution, delivery and
non-revocation of a separation and general release agreement in the form
attached to this letter as Exhibit B, (y) execute and deliver to you, and
perform its obligations under, the consulting agreement in the form attached to
this Agreement as Exhibit C (the "Consulting Agreement"), and (z) provide the
Subsidized COBRA Coverage; provided, however, in the event that you resign from
your employment after February 28, 2006, in lieu of the Subsidized COBRA
Coverage, if you timely elect and obtain COBRA coverage (at your sole cost and
expense), Emerson Radio shall reimburse you for the portion of your healthcare
continuation payments under COBRA that exceed your contribution amount to
medical insurance in effect immediately preceding the date of resignation that
are incurred by you during the 12-month period following the effective date of
your resignation ("COBRA Reimbursement"). If applicable, Emerson Radio's
obligation to provide the COBRA Reimbursement shall commence 180 days after the
date of your resignation and you will receive on (or within 10 days following)
the 180th day following your date of resignation a lump sum COBRA Reimbursement
amount equal to Emerson Radio's accrued COBRA Reimbursement obligations through
such payment date and, thereafter, will receive the remaining COBRA
Reimbursement on a monthly basis.

4. In addition to the payments and benefits set forth in Sections 2 and 3 above,
in the event that (a) your employment is terminated at any time by Emerson Radio
other than for Cause, (b) your employment with Emerson Radio is terminated at
any time as a result of your Permanent Disability, or (c) you resign from your
employment with Emerson Radio for any reason or no reason, then, subject to your
execution, delivery and non-revocation of the Release (in the form attached as
Exhibit A or Exhibit B, as applicable), all stock options granted to you by
Emerson Radio to purchase shares of its common stock pursuant to the Emerson
Radio Corp. 2004 Employee Stock Incentive Plan (the "Plan") shall become
exercisable in full immediately upon the expiration of the revocation period set
forth in the applicable Release. All of your currently outstanding options shall
remain exercisable by you for the applicable periods following the termination
of your employment as set forth in the stock option plan of Emerson Radio under
which such options were issued and, at your request, Emerson Radio will provide
a positive letter of recommendation to your potential future employers, in a
form reasonably acceptable to Emerson Radio and you.


5. Emerson Radio will promptly reimburse you for the legal fees incurred by you
in connection with the negotiation and execution of this Agreement up to
$11,000, subject to your presentation to Emerson Radio of invoices
substantiating such fees.

6. As used in this Agreement, the following terms shall have the respective
meanings set forth below:

         (a) "Cause" means your (i) continued and willful failure to perform
substantially your duties (including the duties associated with your position as
CFO, as well as such transition-related duties as are reasonably assigned to
you) to Emerson Radio or its affiliates (other than any such failure resulting
from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to you by Emerson Radio that specifically
identifies the manner in which Emerson Radio believes that you have not
substantially performed your duties and a reasonable time for such substantial
performance has elapsed since delivery of such demand, or (ii) willful
engagement in illegal conduct or gross misconduct that is materially injurious
to Emerson Radio or its affiliates. For purposes of the definition of "Cause,"
no act or failure to act, on your part, shall be considered "willful" unless it
is done, or omitted to be done, by you in bad faith or without reasonable belief
that your action or omission was in the best interests of Emerson Radio. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board of Directors of Emerson Radio (the "Board") or upon the
instructions of the Chief Executive Officer of Emerson Radio or based upon the
advice of counsel for Emerson Radio shall be conclusively presumed to be done,
or omitted to be done, by you in good faith and in the best interests of Emerson
Radio. Further, your failure to agree to travel on Emerson Radio business (other
than to Dallas or California for operational matters) shall not constitute
"Cause."

         (b) "Permanent Disability" means your inability, as determined by the
Board and confirmed by competent medical evidence, to work for a period of 3
continuous full calendar months or 90 non-consecutive days during any 24
consecutive calendar months due to illness or injury of a physical or mental
nature. To determine issues of disability, you agree to submit yourself for
appropriate medical examination to physicians reasonably acceptable to Emerson
Radio and you.

         (c) "Written demand" means a writing that must be issued or delivered
in any one of the following manners: personally delivered, delivered via any
reputable overnight delivery service, sent via email to the party's email
specified below or mailed by certified mail, return receipt requested, to the
other party at the address written in this contract, and with a copy that
party's attorney as indicated below. Notices may also be served by facsimile to
the fax number indicated below, with notice effective upon confirmed facsimile
transmission.


MR GUY PAGLINCO
17 Sunderland Road
Denville NJ 07834
Fax #973-428-2407
Email address:  gpaglinco@emersonradio.com

WITH A COPY TO:

Edward J. Trawinski, Esq.
Schenck Price Smith & King, LLP
10 Washington Street (for delivery)
PO Box 905 (for cert mail rrr)
Morristown NJ 07963 0905
Fax # 973 540 7300
Email address: ejt@spsk.com

EMERSON RADIO CORP
9 Entin Road
Parsippany NJ 07054
Attn:  General Counsel
Fax #973-428-2021
Email address:  ciatrou@emersonradio.com

WITH A COPY TO:

John D. Schupper, Esq.
Lowenstein Sandler, PC
65 Livingston Avenue
Roseland, NJ 07068
Fax#  973-597-2400
Email address: jschupper@lowenstein.com

7. This Agreement contains the entire agreement between the you and Emerson
Radio with respect to the subject matter hereof and supersedes any and all prior
agreements and understandings, whether written or oral, between you and Emerson
Radio or any of its affiliates, with respect to the subject matter of this
Agreement, including, without limitation, the letter agreement effective as of
June 14, 2005 from Emerson Radio to you and the term sheet captioned "Updated
(Dec 16, 2005) Outline of Paglinco's Offer." This Agreement may only be changed
by a written instrument signed by you and the President/CEO of Emerson Radio.

8. This Agreement shall inure to the benefit of and shall be binding upon
Emerson Radio and its successors and assigns. This Agreement also shall inure to
the benefit of and be binding upon you and your heirs, administrators, executors
and assigns. Given the full and fair opportunity provided to each of the parties
hereto to consult with their respective counsel and financial advisors with
respect to the terms of this Agreement, ambiguities shall not be construed
against either party by virtue of such party having drafted the subject
provision.


9. This Agreement and any and all matters arising directly or indirectly
herefrom shall be governed under the laws of the State of New Jersey, without
reference to choice of law rules.

Please indicate your understanding and agreement with the terms set forth above
by signing below and returning a signed copy of this Agreement to my attention.
This Agreement shall be of no force and effect unless a copy, signed by you, is
delivered to me on or before March 24, 2006.


Very truly yours,

EMERSON RADIO CORP.


By: /s/ Geoffrey P. Jurick
    --------------------------
    Authorized Officer

AGREED, UNDERSTOOD AND ACCEPTED THIS 23rd DAY OF MARCH, 2006


/s/ Guy A. Paglinco
- --------------------------
Guy A. Paglinco