Exhibit 10.14
**EMPLOYMENT AGREEMENT**
     This Employment Agreement is made and entered into as of the 1st day ofJanuary 2002, by and between KROLL ASSOCIATES, INC., a Delaware corporation,with its principal place of business at 900 Third Avenue, New York, New York(the “Company”), and James R. Bucknam (the “Executive”).
     **WHEREAS**, the Executive and the Company desire to embody in this Agreementthe terms and conditions of the Executive’s employment by the Company;
     **NOW, THEREFORE**, in consideration of the premises and mutual promisescontained in this Agreement, including the compensation paid to the Executive,the parties hereby agree:
ARTICLE 1
Employment, Duties and Responsibilities
     1.1 Employment. The Company shall employ the Executive as SeniorManaging Director and Vice President for Operations. The Executive herebyaccepts such employment. The Executive agrees to devote his best efforts topromote the interests of the Company, and, if requested by the Board ofDirectors of the Company, for any affiliate of the Company.
     1.2 Duties and Responsibilities. The Executive shall have such dutiesand responsibilities as are consistent with his position and shall perform suchservices not inconsistent with his position as shall, from time to time, bereasonably assigned to him by the Board of Directors of the Company or anyother officer of the Company in a position superior to the Executive. TheCompany shall not, without the Executive’s consent, permanently relocate theExecutive outside of the New York City Metropolitan area.
ARTICLE 2
Term
     2.1 Term. The term of the Executive’s employment under this Agreement(the “Term”) shall commence on the date hereof and shall continue for a term ofone year, until December 31, 2004, unless sooner terminated pursuant to ArticleV hereof. Thereafter, the Term shall continue on a monthly basis unlessterminated by either party upon one month’s prior written notice.
 

 

ARTICLE 3
Compensation
     3.1 Salary, Bonuses and Benefits. As compensation and consideration forthe performance by the Executive of his obligations to the Company under thisAgreement, the Executive shall be entitled to the compensation and benefitsdescribed in the attached Exhibit A (subject, in each case, to the provisionsof ARTICLE 5 hereof).
     3.2 Expenses. The Company will reimburse the Executive for reasonablebusiness-related expenses incurred by him in connection with the performance ofhis duties hereunder during the Term, subject, however, to the Company’swritten policies relating to business-related expenses as in effect, from timeto time, during the Term, a copy of which has previously been provided to theExecutive.
ARTICLE 4
Exclusivity, Confidentiality and Noncompetition
     4.1 Exclusivity, Etc. The Executive agrees to perform his duties,responsibilities and obligations hereunder efficiently and to the best of hisability. The Executive agrees that he will devote his entire working time,care and attention and best efforts to such duties, responsibilities andobligations throughout the Term, subject to any obligations to third parties inexistence as of the date hereof, which obligations may not be in conflict withSection 4.2(d) hereof. The Executive also agrees that he will not engage inany other business activities pursued for gain, profit or other pecuniaryadvantage that are competitive with the activities of the Company, except aspermitted in Section 4.2 below. The Executive agrees that all of hisactivities as an employee of the Company shall be in conformity with allpolicies, rules and regulations and directions of the Company not inconsistentwith this Agreement.
     4.2 Confidentiality and Noncompetition.
     (a)      The term “Confidential Information,” as employed in this Agreement,means, except to the extent such information is otherwise publicly availableand such public availability was not caused in any manner by the Executive, (i)any object, material, device, substance, data, report, record, forecast,interpretation or information, whether written or oral, not in the publicdomain and relating to or reflecting any product, design, process, procedure,formula, research, idea, invention, discovery, improvement, equipment,scientific or technical information, method of production, business plan,financial information, listing of names, addresses or telephone numbers, tradesecret and/or know how, and all matters pertaining thereto, of the Company andits affiliates, whether or not contained in any written document, which are orhave been directly or indirectly communicated to, acquired by, or learned bythe Executive as a result of his relationship (whether as an employee orotherwise) with the Company or any of its affiliates and (ii) any analysis,compilation, note, study, sample, drawing, sketch, computer program, computerfile or other document, whether prepared by or under the direction of theCompany or any of its affiliates, the Executive or others, and all copies,
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facsimiles, replicas, photographs, and reproductions thereof, which contain,relate to, or reflect any of the aforementioned items.
     (b)      The Executive shall not, directly or indirectly, either disclose anyConfidential Information, except to the extent required in the performance ofhis duties as an employee of the Company or use any Confidential Informationfor the benefit of himself or any person, firm, corporation, or associationother than the Company or any of its affiliates, during the Term or thereafter.
     (c)      All samples, drawings, sketches, documents and written information ofany kind reflecting any of the Confidential Information or relating to theCompany’s or any of its affiliates’ business or products which come into thepossession of the Executive shall remain the sole property of the Company orsuch affiliate and shall not be copied, photocopied, reprinted or otherwisereproduced or disseminated by the Executive, except in the performance of hisduties as an employee of the Company. Upon the earlier of the Company’srequest therefor or the termination of the Executive’s employment by theCompany, the Executive shall return all such samples, drawings, sketches,documents and written information, and all copies, facsimiles, replicas,photocopies, and reproductions of them, to the Company.
     (d)      The Executive hereby covenants and agrees to refrain, during the Termhereof and any extension (including month-to-month extensions) or renewalthereof and for a period of one (1) year after the date of termination of theExecutive’s employment during the Term (i) if such termination during the Termwas for Cause (as hereinafter defined) or (ii) if the Executive terminatesemployment during the Term on his own volition, (other than after a breach ofthis agreement by the Company), from, directly or indirectly, (a) engaging onhis own behalf in the Investigative and Intelligence Business (as hereinafterdefined), or (b) owning any interest in or engaging in or performing anyservice for any person, firm, corporation or other entity, either as a partner,owner, employee, consultant, agent officer, director or shareholder that (A)derives a meaningful portion of its revenues from the Investigative andIntelligence Business or (B) is a meaningful competitor in the Company’sbusiness. Notwithstanding the foregoing, for purposes of this Section 4.2(d),the term “Term” shall not include any month-to-month extensions of thisAgreement. The Executive will not at any time during the Term and for a periodof one (1) year after Executive’s employment is terminated if such terminationoccurs during the Term induce or assist others to induce or attempt to induce,in any manner, directly or indirectly, any employee, agent, representative,customer or any other person or concern dealing with or in any way associatedwith the Company or any of its affiliates to terminate or to modify in anyother fashion to the detriment of the Company or any of its affiliates suchassociation with the Company or any of its affiliates. The Executiverepresents that his experience and capabilities are such that the provisions ofthis paragraph will not prevent him from earning a livelihood. Notwithstandingany provision of this Section 4.2(d), (i) it shall not be a violation of thisSection 4.2(d) for the Executive to own two percent (2%) or less of a publiccompany, provided that the Executive does not exert or have the power to exertany management or other control over such public company, and (ii) theExecutive shall not be required to sell or transfer the Executive’s ownershipinterest in any company involved in the Company’s business which the Executiveowns as of the date of this Agreement. The “Investigative and IntelligenceBusiness” is defined as the business of private investigations, executiveprotection, corporate investigation, risk and crisis management, forensicauditing and/or business intelligence.
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     (e)      The parties hereto agree that the Executive’s agreements contained inparagraph (b) through (d) of this Article relate to matters of unique characterand peculiar value impossible of replacement, that breach of such agreements bythe Executive will cause the Company great and irreparable injury therefor,that the remedy at law for any breach of the agreements contained in (b)through (d) will be inadequate and that the Company, in addition to any otherrelief available to it, shall be entitled to seek temporary restraining ordersand temporary and permanent injunctive relief or other equitable relief withoutthe necessity of proving actual damage or of providing any bond so as toprevent a breach of any of the agreements contained in (b) through (d) of thisArticle and to secure the enforcement thereof.
ARTICLE 5
Termination
     5.1 Termination by the Company. The Company shall have the right toterminate the Executive’s employment at any time, with or without “Cause.” Forpurposes of this Agreement, “Cause” shall mean (i) willfulness or grossnegligence by the Executive in the performance of his duties as described inthis Agreement, which conduct continues and is not cured within fifteen (15)days after written notice of such failure, (ii) a willful breach by theExecutive of any of the other material terms and conditions of this Agreement,which breach is not cured within fifteen (15) days after written notice of suchbreach, (iii) conduct grossly insubordinate or conduct which would consist ofa breach of the duty of loyalty by the Executive as defined by New York law, or(iv) pleading no contest or guilty to a felony charge or being convicted of afelony.
     5.2 Death. In the event the Executive dies during the Term, thisAgreement shall automatically terminate, such termination to be effective onthe date of the Executive’s death.
     5.3 Disability. In the event that the Executive shall suffer adisability which shall have prevented him from performing satisfactorily hisobligations hereunder for a period of at least ninety (90) consecutive days orone hundred eighty (180) non-consecutive days within any three hundredsixty-five (365) day period, the Company shall have the right to terminate theExecutive’s employment, such termination to be effective upon the giving ofnotice thereof to the Executive in accordance with Section 6.3 hereof.
     5.4 Effect of Termination. (a) In the event of termination of theExecutive’s employment for any reason, the Company shall pay to the Executive(or his beneficiary, heirs or estate in the event of his death) any base salaryor other compensation in accordance with the normal pay practices of theCompany upon a termination of employees for similar reasons. In addition, theCompany shall pay to the Executive all amounts due in accordance with ExhibitA.
     (b)      In the event of termination of the Executive’s employment (i) by theCompany for Cause, (ii) by the Executive for any reason other than after abreach of this Agreement by the Company, (iii) because of the Executive’sdeath, or (iv) pursuant to Section 5.3, because of the Executive’s disability,neither the Executive nor any beneficiary, heir or estate of the Executiveshall be entitled to any further compensation other than the amounts describedin Section 5.4(a) hereof.
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     (c)      In the event of termination of the Executive’s employment by theCompany other than for Cause, the Company shall pay the Executive, in additionto the amounts described in Section 5.4(a) hereof, the greater of (i) an amountequal to the value of the continued payment of the Executive’s then currentbase salary for the remainder of the Term (including any renewal periods), or(ii) an amount equal to Executive’s then current base salary for one (1) year.Such amount shall be payable, at the discretion of the Company, either (A) in alump sum or (B) in equal monthly installments.
     (d)      In the event that the Company fails to offer Executive within three(3) months before the end of the Term, to renew the terms of this Agreement forat least one (1) year following the end of the Term with compensation andbenefits at least as favorable to Executive’s then current base salary, theCompany shall pay Executive an amount equal to Executive’s then current basesalary for one (1) year.
ARTICLE 6
Miscellaneous
     6.1 Benefit of Agreement; Assignment; Beneficiary. (a) This Agreementshall inure to the benefit of and be binding upon the Company and theirsuccessors and assigns (but only to the extent the Agreement relates to suchentity), including, without limitation, any corporation or person which mayacquire all or substantially all of the Company’s assets or business or with orinto which the Company may be consolidated or merged. This Agreement shallalso inure to the benefit of, and be enforceable by, the Executive and hispersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees. If the Executive should die whileany amount would still be payable to the Executive hereunder if he hadcontinued to live, all such amounts shall be paid in accordance with the termsof this Agreement to the Executive’s beneficiary, devisee, legatee or otherdesignee, or if there is no such designee, to the Executive’s estate.
     (b)      The Company shall require any successor (whether director or indirect,by operation of law, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to expresslyassume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such successionhad taken place.
     (c)      Upon a reorganization, merger or consolidation of The Kroll-O’GaraCompany with one or more corporations as a result of which The Kroll-O’GaraCompany is not to be the surviving corporation (whether or not The Kroll-O’GaraCompany shall be dissolved or liquidated) or upon the execution of an agreementfor the sale or transfer of all or substantially all of the assets of the TheKroll-O’Gara Company (“Change-in-Control Event”), at the option of theExecutive, the Term shall be modified to the lesser of (i) eighteen (18) monthsfrom the Change-in-Control Event or (ii) the remaining Term.
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     6.2 Notices. Any notice required or permitted hereunder shall be inwriting and shall be sufficiently given if personally delivered or if sent byregistered or certified mail, postage prepaid, with return receipt requested,addressed: (a) in the case of the Company to the President of the Company, and(b) in the case of the Executive, to the Executive’s last known address asreflected in the Company’s records, or to such other address as the Executiveshall designate by written notice to the Company. Any notice given hereundershall be deemed to have been given at the time of receipt thereof by the personto whom such notice is given if personally delivered or at the time of mailingif sent by registered or certified mail.
     6.3Entire Agreement; Amendment. This Agreement contains the entireagreement of the parties hereto with respect to the terms and conditions of theExecutive’s employment during the Term and supersedes any and all prioragreements and understandings, whether written or oral, between the partieshereto with respect to compensation due for services rendered hereunder. ThisAgreement may not be changed or modified except by an instrument in writingsigned by both of the parties hereto.
     6.4 Waiver. The waiver of either party of a breach of any provision ofthis Agreement shall not operate or be construed as a continuing waiver or as aconsent to or waiver of any subsequent breach hereof.
     6.5 Headings. The Article and Section headings herein are forconvenience of reference only, do not constitute a part of this Agreement andshall not be deemed to limit or affect any of the provisions hereof.
     6.6 Governing Law. This Agreement shall be governed by, and construedand interpreted in accordance with, the internal laws of the State of New Yorkwithout reference to the principles of conflict of laws.
     6.7 Agreement to Take Actions. Each party hereto shall execute anddeliver such documents, certificates, agreements and other instruments andshall take such other actions, as may be reasonably necessary or desirable inorder to perform his or its obligations under this Agreement or to effectuatethe purposes hereof.
     6.8 Venue and Jurisdiction. Any action or proceeding seeking to enforceany provision of, or based on any right arising out of, this Agreement may bebrought against any of the parties hereto in the courts of the State of NewYork, County of New York or in the United States District Court for theSouthern District of New York, and each of the parties hereto consents to thejurisdiction of such courts (and the appropriate appellate courts) in any suchaction or proceeding and waives any objections to venue laid therein.
     6.9 Survivorship. The respective rights and obligations of the partieshereunder shall survive any termination of this Agreement to the extentnecessary to effectuate the intended preservation of such rights andobligations.
     6.10 Validity. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability ofany other provision or provisions of this
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Agreement, which shall remain in full force and effect. If any provision ofthis Agreement is held to be invalid, void or unenforceable, any court soholding shall substitute a valid, enforceable provision that preserves, to themaximum lawful extent, the terms and intent of this Agreement.
     6.11 Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.
     **IN WITNESS WHEREOF**, each of the parties hereto has duly executed thisAgreement effective as of the date first written above.    **KROLL ASSOCIATES, INC.**   By:   Name:   Title:     **EXECUTIVE:**     James R. Bucknam
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**EXHIBIT A TO EMPLOYMENT AGREEMENT**
          The Executive shall receive as compensation for his performance under theattached Employment Agreement the following:
          (a)      Salary. The Company shall pay the Executive a base salary during theTerm, payable in accordance with the normal payment procedures of the Company,subject to such withholdings and other normal employee deductions as may berequired by law, at the annual rate of not less than $350,000.
          (b)      Annual Bonus. In addition to base salary, the Executive shall beeligible to earn bonus compensation in accordance with the Company’s bonus planfor Senior Executives. The Company guarantees that the Executive will receivea minimum annual bonus of $25,000 during each year of the contract.
          (c)      Benefits. The Executive shall participate during the Term in suchpension, life insurance, health, death, disability and major medical insuranceplans, and in such other employee benefit plans and programs, for the benefitof the employees of the Company, as may be maintained, from time to time,during the Term, in the Company’s discretion, in each case to the extent and inthe manner available to other officers of the Company and subject to the termsand provisions of such plans or programs. Nothing herein shall limit theCompany’s ability to change, modify, cancel or amend any such pension, lifeinsurance, health, death, disability or major medical insurance plans.
          (d)      Vacation. The Executive shall be entitled to paid vacation inaccordance with Company policy during the Term.
          (e)      Stock Options. On May 15, 2001, the Board of Directors of TheKroll-O’Gara Company granted the Executive 50,000 options to buy Kroll-O’Garacommon stock. Such options will vest in three equal annual installments,commencing on May 15, 2002, in accordance with the terms of The Kroll-O’GaraCompany 2000 Amended Stock Option Plan.
          (f)      Stay Bonus. To the extent the Executive is employed by the Company onDecember 31, 2004, the Executive shall receive the sum of $125,000, with aninitial payment of $40,000 to be advanced to Executive on February 1, 2002,with the remainder payable to Executive no later than February 1st 2005.
          (g)      Signing Bonus. The Company agrees to pay the Executive a signingbonus of $50,000 no later than thirty (30) days from signing.
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