EX-10.3






Exhibit 10.3




FORM

[2004/2005] STOCK OPTION PLAN

STOCK OPTION AWARD AND AGREEMENT

NON-QUALIFIED STOCK OPTION



You have been awarded a stock option under The O’Gara Group, Inc.’s [2004/2005] Stock Option Plan
(“[2004/2005] Plan”). This award gives you an opportunity to share in the Company’s long-term
growth through an option to buy shares of the Company’s common stock at a fixed price at some
future date. Over time, assuming the Company’s stock price increases, this stock option can
provide you with additional compensation. Please read and return this Agreement as requested
below.



GRANT: The O’Gara Group, Inc. (“Company”) grants to you, the Optionee named below, a
Non-Qualified Stock Option (the “Option”) to purchase [   ] shares of the Company’s common stock
(the “Shares”) as follows:




	 	 	 	 	 	 	 	 	 
	Optionee:

	 	Shares:
	 	Vest Date:
	 	Exercise Price:
	 	Grant Date:
	[          ]

	 	[          ]
	 	[          ]
	 	[          ]
	 	[          ]





VESTING: The Shares granted pursuant to the Option will become fully vested on the date
shown.



TERM: Except as otherwise provided in the [2004/2005] Plan, and except that unvested
options terminate immediately upon termination of employment or the provision of consulting
services (including a non-employee’s service on the Company’s Board of Directors or Board of
Advisors) with or to the Company, the Option terminates on the earlier of (i) ten years less one
day from the Grant Date; or (ii) three months from the date of termination of your employment or
the provision of consulting services (including a non-employee’s service on the Company’s Board of
Directors or Board of Advisors) with or to the Company for any reason other than Cause (as defined
in the [2004/2005] Plan) disability or death; or (iii) immediately upon termination for Cause; or
(iv) twelve months from the date of termination of your employment or the provision of consulting
services (including a non-employee’s service on the Company’s Board of Directors or Board of
Advisors) with or to the Company by reason of disability or death.



EXERCISE: The Option may be exercised in whole or in part for the number of Shares
specified in a written notice that is delivered to the Company and is accompanied by full payment
in cash or other shares of the Company’s common stock owned by you. You will have no rights in the
Shares purchased until certificates for those Shares have been issued in your name and delivered.



TAXES: You must pay all applicable taxes, including federal, state and local, including
withholding taxes, if any, resulting from the exercise of the option and the subsequent sale of the
Shares.




 









 







CONDITIONS: The Option is governed by the terms of this Agreement and the [2004/2005] Plan.
The rights and obligations of each of the Company and you under this Agreement also are governed
by and subject to applicable federal, state and locals laws and rules. Neither the Company nor you
shall violate any such laws or rules.



TRANSFER: This Option is not transferable by you other than by will or the laws of
descendent and distribution and is exercisable, during your lifetime, only by you or your legal
representative or guardian.



ACKNOWLEDGEMENT: Your signature on this Agreement also constitutes your acknowledgement
that you have received a copy of the [2004/2005] Plan.



ACCEPTANCE: To accept this award, please sign and return one copy immediately. Without
your signature, this Agreement is not valid.




	 	 	 	 	 	 	 
	 	 	THE O’GARA GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	OPTIONEE
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Optionee Signature

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Printed Name

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Home Address

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Social Security Number

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Date Accepted

	 	 	 	 	 	 







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