Agreement to Terminate Founders’ Bonus Plan and Grant Stock Options and Cash Payments – The O’Gara Group, Inc. and Founders

Summary

This agreement, dated December 20, 2007, is between The O’Gara Group, Inc. and its founders, Thomas M. O’Gara, Wilfred T. O’Gara, and Michael J. Lennon. The founders agree to terminate their rights under a previous bonus plan in exchange for stock options (15,000 shares each at $50 per share) and a $1 million cash payment each, to be paid upon the company’s initial public offering. This replaces the prior bonus arrangement and is intended to support the company’s IPO process.

EX-10.11 7 l33288aexv10w11.htm EX-10.11 EX-10.11

Exhibit 10.11

AGREEMENT

This Agreement is made as of December 20, 2007 by and among Thomas M. O’Gara, Wilfred T. O’Gara and Michael J. Lennon (collectively, the “Founders”), and The O’Gara Group, Inc., an Ohio corporation (the “Company).

RECITALS

WHEREAS, the Founders, the Company, and The Walnut Group are parties to that certain Founders’ Bonus Plan Agreement dated as of September 18, 2006 (the “Plan”); and

WHEREAS, the Company is contemplating an underwritten registered initial public offering of the Company’s common stock (the “IPO”); and

WHEREAS, after consultation with the Company’s underwriters, the Company’s financial advisor recommended to the Company’s Board of Directors that an alternative to the Plan be adopted in the form of (a) a grant to each Founder of an option to purchase 15,000 shares of the Company’s common stock, and (b) a cash payment to each Founder in the amount of $1 million; and

WHEREAS, as each of the Founders is both a member of the Board of Directors of the Company and a beneficiary of the Plan, the Founders believe that the recommended alternative is in the best interests of the Company and will further the Company’s and the Founders’ own interests in consummating the IPO.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Each of the Founders hereby waives any rights he may have under the Plan, and each of the Founders and the Company agrees that the Plan shall be terminated effective as of the date hereof.

In consideration of the foregoing, each of the Founders agrees to accept from the Company, in lieu of his rights under the Plan, the following:

the Company’s grant to such Founder of an option to purchase 15,000 shares of common stock of the Company pursuant to the Company’s 2005 Stock Option Plan, at a price of $50.00 per share; and

the Company’s payment to such Founder of $1 million in cash upon consummation of the IPO.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first set forth above.


/s/ Thomas M. O’Gara

Thomas M. O’Gara

/s/ Wilfred T. O’Gara

Wilfred T. O’Gara

/s/ Michael J. Lennon

Michael J. Lennon

The O’Gara Group, Inc.

By: /s/ Abram S. Gordon

Name: Abram S. Gordon

Title: Vice President