EX-10.1: FORM OF LOCK-UP AGREEMENT



 




Exhibit 10.1




LOCK-UP AGREEMENT



     This Lock-up Agreement (the “Agreement”) is entered into as of June 23,
2003 by and between (“Stockholder”) and Kroll Inc., a Delaware
corporation (the “Company”).




W I T N E S S E T H



     WHEREAS, the Company, Golden Mountain Acquisition Corporation (“Merger
Sub”), a Colorado corporation, and Factual Data Corp. (“Mountain”), a Colorado
corporation, have entered into an Agreement and Plan of Reorganization (the
“Merger Agreement”), dated the date hereof, pursuant to which the Merger Sub
will merge with and into Mountain, and each outstanding share of common stock
of Mountain will be converted into the right to receive the Per Share
Consideration (as defined in the Merger Agreement). The Per Share
Consideration consists of cash and shares of the Company’s common stock
(“Company Common Stock”), $.01 par value per share, as further set forth in the
Merger Agreement; and



     WHEREAS, as an inducement to the Company to enter into the Merger
Agreement, the Stockholder has agreed to enter into this Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants, conditions and
provisions contained herein and for other good and valuable consideration, the
parties hereto agree as follows:



     Section 1. Definitions. Capitalized terms used herein without definition,
which are defined in or by reference to the Merger Agreement, shall have the
respective meanings specified therein. In addition:



     (a) 
“Restricted Shares” when used herein shall mean:



          (i) until the first anniversary of the Closing Date, 100% of the Shares;



          (ii) on and following the first anniversary of the Closing Date until the
second anniversary of the Closing, 67% of the Shares; and



          (iii) on and following the second anniversary of the Closing Date until
the Termination Date, 33% of the Shares.



     (b)  “Shares” when used herein shall mean:



          (i) the aggregate of all shares, and the certificates representing those
shares, of Company Common Stock issued to the Stockholder in the Merger;



 







 




          (ii) any and all shares issued in respect of the shares described in
Section 1(b)(i) above as a result of stock splits, stock dividends,
subdivisions, combinations, recapitalizations or similar events; and



          (iii) all securities issued by the Company, or any successor thereto, from
time to time acquired by Stockholder in substitution for or with respect to the
Shares, including without limitation stock, securities convertible into,
exercisable into or exchangeable for such stock.



     (c) 
“Termination Date” when used herein shall mean the earlier to occur of
(i) the third anniversary of the Closing Date or (ii) the termination of the
Stockholder’s employment without Cause or upon Good Reason pursuant to the
Employment Agreement between Stockholder and Mountain of even date herewith.



     Section 2. Lock Up. Until the Termination Date, Stockholder will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any of the Restricted Shares, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership
of the Securities, whether any such aforementioned transaction is to be settled
by delivery of the Securities or such other securities, in cash or otherwise,
or publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of the Company.
Any attempted transfer without such consent shall be null and void. Without
limiting the foregoing, Stockholder acknowledges and agrees to comply with all
restrictions on transfer of the Shares under applicable law.



     Section 3. Representations and Warranties; Certain Covenants.



     (a)  Stockholder hereby represents and warrants that he is the legal and
equitable owner of the Restricted Shares free and clear of all liens, charges,
encumbrances and security interests of every kind and nature.



     (b)  Stockholder covenants that:





		
	 	     (i) Stockholder will not create, assume, incur or permit to exist or
to be created, assumed or incurred, directly, or indirectly, any lien of
any kind on, or any repurchase agreement with respect to, the Restricted
Shares, and will defend the Restricted Shares against, and take such
action as is necessary to remove, any such lien; and
	 
	 	     (ii) Stockholder shall advise the Company promptly, in reasonable
detail, of any lien or claim made or asserted against any of the
Restricted Shares.



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     Section 4. Voting Rights; Dividends; Etc.



     (a)  Stockholder shall be entitled to exercise any and all voting and other
consensual rights (if any) pertaining to the Restricted Shares or any part
thereof for any purpose not prohibited by the terms of this Agreement.



     (b)  Except for securities that become Restricted Shares pursuant to
Sections 1(b)(ii) and (iii) above, Stockholder shall be entitled to receive and
retain any dividends, cash and other property from time to time paid, payable
or otherwise distributed in respect of the Restricted Shares.



     Section 5. Restrictions on Transfer.



     (a)  The Company and its transfer agent and registrar are hereby authorized
to decline to make any transfer of the Restricted Shares if such transfer would
constitute a violation or breach of this Agreement.



     (b)  A transfer of the Restricted Shares to a family member or trust may be
made if made for bona fide estate planning purposes, provided the transferee
agrees to be bound in writing by the terms of this Agreement.



     Section 6. Restrictive Legend. There will be placed on the certificates
for Restricted Shares, or any substitutions therefor, a legend (the
“Restrictive Legend”) stating in substance:



     THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP
AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.



     Section 7. Notices. All notices, demands, requests, and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been given (i) when presented personally or (ii) three business
days after being deposited in a regularly maintained receptacle for the United
States Postal Service, postage prepaid, registered or certified, return receipt
requested, addressed to the respective party, as the case may be, at the
following address, or such other address as any party may from time to time
designate by written notice to the others as herein required.



	 	 	 
	 	 	
If to the Company:
	 	 	 
	 	 	
Kroll Inc.

900 Third Avenue

New York, NY 10022

Attn: General Counsel

Fax No: (212) 750-5628

Tel No: (212) 833-3392




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If to Stockholder:
	 
	 	 	 	 
	 	 	








Fax No: 

Tel No: 
	 



     Section 8. Amendments and Waivers. This Agreement may only be amended by
a document signed by the Company and Stockholder. No waiver of any provision
of this Agreement nor consent by the Company to any departure by Stockholder
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Company. Any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.



     Section 9. Assignment. This Agreement shall remain in full force and
effect until Stockholder and its permitted transferees hereunder are no longer
in possession of Restricted Shares pursuant to the terms of this Agreement.
This Agreement shall be binding upon the Company, Stockholder and their
respective successors and assigns, and shall inure, together with the rights,
powers and remedies of Stockholder and the Company hereunder, to the benefit of
the Stockholder and the Company and their respective successors, transferees
and assigns, as the case may be.



     Section 10. Applicable Law and Jurisdiction. The parties hereto expressly
acknowledge and agree that this Agreement shall be governed by and this
Agreement and any controversies related hereto shall be construed in accordance
with the laws of the State of Delaware without regard to conflicts of laws
principles that would apply the laws of any other jurisdiction.



     Section 11. Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization, without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.



     Section 12. Number and Gender. Whenever used herein, the singular number
shall include the plural and the plural the singular, and the use of any gender
shall be applicable to all genders.



     Section 13. Captions. The captions, headings, and arrangements used in
this Agreement are for convenience only and do not and shall not be deemed to
affect, limit, amplify or modify the terms and provisions hereof.



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     Section 14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.



     Section 15. Governing Law. This Agreement shall be construed in
accordance with and this Agreement and any disputes or controversies related
hereto shall be governed by the laws of the State of Delaware without regard to
applicable principles of conflicts of law that would apply the laws of any
other jurisdiction. Each of the parties hereto irrevocably consents to the
exclusive jurisdiction of any court located within the city of Denver in the
State of Colorado, in connection with any matter based upon or arising out of
this Agreement or the matters contemplated herein, agrees that process may be
served upon them in any manner authorized by the laws of the States of Delaware
or Colorado for such persons and waives and covenants not to assert or plead
any objection that they might otherwise have to such jurisdiction, such
process, and such forum.




[Signature Page Follows]



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized, as of the date first above written.




	 	 	 	 	 
	 	 	“STOCKHOLDER”
	 	 	 	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
“COMPANY”	 	 
	 	 	 	 	 
	 	 	
Name:	 	 
	 	 	


Title:	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	 	 	 





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