Exhibit 10.13
**EMPLOYMENT AGREEMENT**
     This Employment Agreement is made and entered into as of this             day ofApril, 2002 by and between KROLL INC., an Ohio corporation (the “Company”), andSteven Ford (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 Executive VicePresident and Chief Financial Officer. The Executive hereby accepts suchemployment. The Executive agrees to devote his best efforts to promote theinterests of the Company, and, if requested by the Board of Directors of theCompany, 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.
ARTICLE 2
Term
     2.1     Term**.**Executive’s employment shall commence on June 3, 2002. Theterm of the Executive’s employment under this Agreement (the “Term”) shallcontinue until May 31, 2005, unless sooner terminated pursuant to Article Vhereof.
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 subsidiaries and affiliates, whether or not contained in any writtendocument, which are or have been directly or indirectly communicated to,acquired by, or learned by the Executive as a result of his relationship(whether as an employee or otherwise) with the Company or any of itssubsidiaries or affiliates and (ii) any analysis, compilation, note, study,sample, drawing, sketch, computer program, computer file or other document,whether prepared by or under the direction of the Company or any of itsaffiliates, the Executive or others, and all copies, facsimiles, replicas,photographs, and reproductions thereof, which contain, relate to, or reflectany 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.
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     (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 two (2) years 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, from, directly or indirectly,(a) engaging on his own behalf in the Company’s 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 Company’s business or (B)is a meaningful competitor in the Company’s business. Notwithstanding theforegoing, for purposes of this Section 4.2(d), the term “Term” shall notinclude any month-to-month extensions of this Agreement. The Executive willnot at any time during the period of the Executive’s employment by the Companyand for a period of two (2) years thereafter induce or assist others to induceor attempt to induce, in any manner, directly or indirectly, any employee,agent, representative, customer or any other person or concern dealing with orin any way associated with the Company or any of its affiliates to terminate orto modify in any other fashion to the detriment of the Company or any of itsaffiliates such association with the Company or any of its affiliates. TheExecutive represents that his experience and capabilities are such that theprovisions of this paragraph will not prevent him from earning a livelihood.Notwithstanding any provision of this Section 4.2(d), (i) it shall not be aviolation of this Section 4.2(d) for the Executive to own two percent (2%) orless of a public company, provided that the Executive does not exert or havethe power to exert any management or other control over such public company,and (ii) the Executive shall not be required to sell or transfer theExecutive’s ownership interest in any company involved in the Company’sbusiness which the Executive owns as of the date of this Agreement. TheCompany’s business shall include the investigations and intelligence business,forensic and other financial accounting and valuation services, corporaterecovery services, employment screening, video surveillance services, substanceabuse testing, security consulting and protection services, and computerforensics and data recovery services.
     (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
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as to prevent a breach of any of the agreements contained in (b) through (d) ofthis Article 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 negligence bythe Executive in the non-performance of his duties as described in thisAgreement, which is not cured within fifteen (15) days after written notice ofsuch failure, (ii) a breach by the Executive of any of the other material termsand conditions of this Agreement, (iii) conduct grossly insubordinate ordisloyal to the Company, (iv) pleading no contest or guilty to a felony chargeor being convicted of a felony.
     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 6.2 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 unpaidearned base salary or other compensation in accordance with the normal paypractices of the Company upon a termination of employees for similar reasons.
     (b)     In the event of termination of the Executive’s employment (i) by theCompany for Cause, (ii) by the Executive for any reason, (iii) because of theExecutive’s death, or (iv) pursuant to Section 5.3, because of the Executive’sdisability, neither the Executive nor any beneficiary, heir or estate of theExecutive shall be entitled to any further compensation other than the amountsdescribed in Section 5.4(a) hereof.
     (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 or (ii) an amount equal toExecutive’s then current base salary for one (1) year. Such amount shall bepayable, at the discretion of the Company, either (A) in a lump sum or (B) inequal monthly installments.
     (d)     In the event that the Company fails to offer before the end of theTerm to renew the term of this Agreement for at least one (1) year followingthe end of the Term with an annual salary
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at least as favorable to Executive’s then current base salary, the Companyshall pay Executive an amount equal to Executive’s then current base salary forone (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 direct 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.
     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 General Counsel of theCompany, and (b) in the case of the Executive, to the Executive’s last knownaddress as reflected in the Company’s records, or to such other address as theExecutive shall designate by written notice to the Company. Any notice givenhereunder shall be deemed to have been given at the time of receipt thereof bythe person to whom such notice is given if personally delivered or at the timeof mailing if sent by registered or certified mail.
     6.3     Entire 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.
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     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/her or its obligations under this Agreement or toeffectuate the 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 effectuate to 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 Agreement, which shall remain in fullforce and effect. If any provision of this Agreement is held to be invalid,void or unenforceable, any court so holding shall substitute a valid,enforceable provision that preserves, to the maximum lawful extent, the termsand 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.
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     **IN WITNESS WHEREOF**, each of the parties hereto has duly executed thisAgreement effective as of the date first written above.    **KROLL INC.**   By:   Name:   Title:     **EXECUTIVE:**     Steven Ford
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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 $260,000. The Board ofDirectors of the Company shall review such compensation during the Term, butany adjustment in Executive’s salary may only be upward.
     (b)     Annual Bonus. In addition to base salary, the Company shall pay theExecutive 15% of his annual salary as a bonus payment and such amount will bepaid in accordance with Company practice regarding when the bonus is paid andless necessary withholdings and other deductions. The bonus payment for theyear 2002 will be paid based on the total amount of earned salary. TheExecutive shall be eligible to earn further incentive compensation, up to anadditional 15% of his annual salary (excluding any other bonus payment made),contingent upon the Company achieving its budgeted operating profit for thefiscal year. Any such additional bonus payment would also be paid inaccordance with Company practice as described herein and may be paid in theform of shares of stock of Kroll Inc. in accordance with a plan to beapplicable to other senior executives of the Company.
     (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 senior employees of the Company and subject tothe terms and provisions of such plans or programs. The Company shall procureon Executive’s behalf an additional term life insurance policy so thatExecutive is eligible for life insurance benefits comparable to other employeeswho have been employed by the Company for at least three years (the “AdditionalTerm Policy”.) The Company’s obligation to obtain the Additional Term Policywill terminate when the Executive is otherwise eligible for such comparablebenefits. Nothing herein shall limit the Company’s ability to change, modify,cancel or amend any such employee pension, life insurance, 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, but in no event less than three(3) weeks.
     (e)     Stock Options. Management will recommend to the Kroll Inc. Board ofDirectors that Executive be granted 35,000 Kroll stock options at the nextregularly scheduled Board of Directors’ meeting in which stock options aregranted following execution of this Agreement. Thereafter, the Executive shallbe eligible for other grants of Kroll Inc. stock options at the discretion andapproval of the Compensation Committee and/or the Board of Directors of theCompany. All options granted shall vest as provided in the Kroll Inc. StockOption plan.
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     (f)     Relocation. The Company shall pay to Executive a one-time payment of$10,000 to assist with household relocation expenses from the Atlanta, Georgiametropolitan area to the New York City metropolitan area. Such payment will bemade upon submission of supporting invoices or similar documents.
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