Exhibit 10.15
**EMPLOYMENT AGREEMENT**
     This Employment Agreement (this “Agreement”) is made and entered into asof this      day of June, 1998, by and between Lindquist Avey MacdonaldBaskerville Inc., an Ontario corporation (the “Company”), and Michael Beber(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;
     **WHEREAS**, the Executive acknowledges that this Agreement is being executedin connection with that certain Stock Purchase Agreement (the “Stock PurchaseAgreement”), dated June 1, 1998, relating to the sale of all of the equitysecurities of General Commercial Services, Limited, an Ontario corporation, andthe Executive acknowledges that this Agreement is being entered into inconnection with such transaction; and
     **WHEREAS**, it is a condition to the consummation of the transactionscontemplated by the Stock Purchase Agreement that the Executive enter into thisAgreement.
     **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 Principal. TheExecutive hereby accepts such employment. The Executive agrees to devote hisfull business time and best efforts to promote the interests of the Company.
     1.2      Duties and Responsibilities. The Executive shall have such duties andresponsibilities as are consistent with his position and shall perform suchservices not inconsistent with his position as shall from time to time beassigned to him by the Board of Directors of the Company, the Chief ExecutiveOfficer of the Company or any other officer of the Company in a positionsuperior to the Executive.
**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 untilterminated in accordance with the provisions of Article 5 or by the Executiveupon three (3) months prior written notice to the Company.
 

 

**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’spolicies relating to business-related expenses as in effect from time to timeduring the Term.
**ARTICLE 4**
     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 with the Company throughout the Term. The Executive also agreesthat he will not engage in any other business activities pursued for gain,profit or other pecuniary advantage that are competitive with the activities ofthe Company, except as permitted in Section 4.2 hereof. The Executive agreesthat all of his activities as an employee of the Company shall be in conformitywith all policies, rules and regulations and directions of the Company notinconsistent with this Agreement.
     4.2      Other Business Ventures; Noncompetition.
     (a)      The term “Confidential Information,” as employed in this Agreement,means (i) any object, material, device, substance, data, report, record,forecast, interpretation or information, whether written or oral, not in thepublic domain and relating to or reflecting any product, design, process,procedure, formula, research, idea, invention, discovery, improvement,equipment, scientific or technical information, method of production, businessplan, financial information, listing of names, addresses or telephone numbers,trade secret and/or know how, and all matters pertaining thereto, of theCompany whether or not contained in any written document, which are or havebeen, directly or indirectly, communicated to, acquired by or learned by theExecutive as a result of his relationship (whether as an employee or otherwise)with the Company and (ii) any analysis, compilation, note, study, sample,drawing, sketch, computer program, computer file or other document, whetherprepared by or under the direction of the Company, the Executive or others, andall copies, facsimiles, replicas, photographs and reproductions thereof, whichcontain, 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 and then only at the direction of theCompany, or use any Confidential Information for the benefit of himself or anyperson, firm, corporation or association other than the Company, either duringthe Term or thereafter; provided, however, it shall not be a breach of thisSection
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 4.2(b) if (i) the Confidential Information is available to the public orin the public domain and such Confidential Information is publicly available orin the public domain not because of a breach of this Agreement or any otherbreach of a requirement to keep such information confidential known to theExecutive, after reasonable inquiry, to have occurred; (ii) disclosure isrequired to be made by a law, rule, regulation, governmental body or authorityor by court order and the Executive has given prompt notice of such requirementto the Company; or (iii) the Confidential Information is lawfully known to theExecutive prior to the disclosure of such Confidential Information by theCompany to the Executive.
     (c)      All samples, drawings, sketches, documents and written information ofany kind reflecting any of the Confidential Information or relating to theCompany’s business or products, services or clients which come into thepossession of the Executive shall remain the sole property of the Company, andshall not be copied, photocopied, reprinted or otherwise reproduced ordisseminated by the Executive except in the performance of his duties as anemployee of the Company and then only at the direction of the Company. Uponthe earlier of the Company’s request therefor or the termination of theExecutive’s employment by the Company, the Executive shall return all suchsamples, drawings, sketches, documents and written information, and all copies,facsimiles, replicas, photocopies and reproductions of them, to the Companywhether or not such contains or reflects Confidential Information.
     (d)      The Executive hereby covenants and agrees to refrain (A) during hisemployment by the Company, (B)(i) throughout Ontario and (ii) with respect toclients and individual attorneys who billed more than 20 hours on behalf of aclient of the Company relating to a matter for which the Company was engagedfor which the Executive has done and/or managed in excess of $25,000 of totalbillings (amount to be adjusted annually for inflation) within the twelvemonths prior to termination of employment by the Company for a period of one(1) year after termination (regardless of the reason for termination), from,directly or indirectly, (a) engaging on his own behalf in the Business (ashereinafter defined), or (b) owning any interest in or engaging in orperforming any service related to the Business 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 portionof its revenues from the Business or (B) is a meaningful competitor in theBusiness. The Executive will not at any time during his employment by theCompany and for a period of one (1) year thereafter induce, or assist others toinduce, or attempt to induce, in any manner, directly or indirectly, anyemployee, agent, representative, customer or any other person or concerndealing with or in any way associated with the Company or any of its affiliatesto terminate or to modify in any other fashion to the detriment of the Companyor any of its affiliates such association with the Company or any of itsaffiliates or hire, or assist others to hire, any person who is or was anemployee of the Company or its affiliates within the twelve (12) months priorto termination. The Executive represents that his experience and capabilitiesare such that the provisions of this paragraph will not prevent him fromearning a living. The Executive recognizes and expressly acknowledges that theprovisions of Section 4.2 grant the Company only such reasonable protection asis admittedly necessary to preserve the legitimate interests of the Company andthe Executive equally recognizes, in this respect, that the description of theBusiness is reasonable. For purposes of this Agreement, the term “Business”shall mean the business of forensic and investigative accounting; corporateinvestigations; commercial litigation and other dispute support; quantificationof economic damages; statutory and regulatory compliance investigations;insurance and surety claims
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 assessment, quantification and investigations, including businessinterruption, fidelity bond and property loss; business valuation; duediligence reviews; computer investigations and security; risk and crisismanagement; global intelligence collection; construction dispute analysisand/or support; environmental investigations; background investigations; legalresearch; locating assets, individuals and corporate entities; privateinvestigations; employee screening and verification.
     (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 temporary restraining orders andtemporary and permanent injunctive relief or other equitable relief without thenecessity of proving actual damage or of providing bond so as to prevent abreach of any of the agreements contained in (b) through (d) of this Articleand to secure the enforcement thereof. Further, the Executive acknowledgesthat the enforcement of the provisions contained in paragraphs (b) through (d)of this Article will not prohibit the Executive from earning a living.
**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) substantial failure by theExecutive to perform his duties as described in Article I of this Agreement,(ii) a material breach by the Executive of any of other terms and conditions ofthis Agreement, (iii) conduct grossly insubordinate or disloyal to the Company,or (iv) pleading no contest or guilty to an indictable offense or beingconvicted of an indictable offense.
     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 a disabilitywhich shall have prevented him from performing satisfactorily his obligationshereunder for a period of at least 90 consecutive days, or 180 non-consecutivedays within any 365 day period, the Company shall have the right to terminatethe Executive’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 in the event of his death) any base salary or othercompensation in accordance with the normal pay practices of the Company upon atermination of employees for similar reasons and in accordance with Exhibit Athereof.
     (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
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 (iv) pursuant to Section 5.3 hereof, because of the Executive’sdisability, neither the Executive nor any beneficiary of the Executive shall beentitled to any further compensation other than the amounts described inSection 5.4(a) hereof; provided, however, that nothing contained herein shallbe deemed to limit the Executive’s right to any benefit pursuant to anyemployee benefit plan (subject, in all cases, to the terms and conditions ofsuch plans).
     (c)      In the event of termination of the Executive’s employment by theCompany other than (A) for Cause or (B) by reason of the Executive’s death,disability or resignation, the Company shall pay the Executive, in addition tothe amounts described in Section 5.4(a) hereof, an amount equal to the lesserof (i) an amount equal to the Executive’s then current base salary for oneyear; and (ii) an amount equal to the Executive’s then current base monthlysalary times the number of years the Executive has been employed by the Companyand Lindquist Avey Macdonald Baskerville Inc. deemed to have commenced onAugust 1, 1991. Such amount shall be payable, at the discretion of theCompany, either (A) in a lump sum or (B) in monthly installments as theExecutive would have earned in the normal course. The one-year period if aseverance payment is paid in accordance with subparagraph (i) hereof or theperiod equal to one month for each year that Executive has been employed by theCompany and Lindquist Avey Macdonald Baskerville Inc. if a severance payment ispaid in accordance with subparagraph (ii) hereof is deemed the “SeverancePeriod”.
     (d)      Each of the Company and the Executive confirm that the provisions ofSection 5.4(c) are reasonable and the total amount payable as outlined thereinis an amount which has been agreed between them to be payable hereunder, or inthe alternative, is a reasonable pre-estimate of the damages which will besuffered by the Executive in the event of early termination of this Agreementand shall not be construed as a penalty.
**ARTICLE 6**
Miscellaneous
     6.1      Mitigation: Offset. In the event that an amount becomes payable tothe Executive pursuant to Section 5.4(c) hereof, such amount shall be reduced,on a dollar-for-dollar basis, by (i) any outstanding amounts owned by theExecutive to the Company and (ii) the amount of any compensation for servicesearned by the Executive during the Severance Period. In such event, theExecutive shall cooperate with the Company and shall provide such informationto the Company as it may reasonably require. Notwithstanding the foregoing,the Executive’s obligation to mitigate those amounts payable to him pursuant toSection 5.4(c) shall not result in him receiving less than that required byrelevant employment standards legislation with respect to termination ofemployment.
     6.2      Benefit of Agreement; Assignment; Beneficiary. (a) This Agreementshall inure to the benefit of and be binding upon the Company and itssuccessors and assigns, including, without limitation, any corporation orperson which may acquire all or substantially all of the Company’s assets orbusiness, or with or into which the Company may be consolidated or merged.This Agreement shall also inure to the benefit of, and be enforceable by, theExecutive and his personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Executiveshould die while any amount would still be
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 payable to the Executive hereunder if he had continued to live, all suchamounts shall be paid in accordance with the terms of this Agreement to theExecutive’s beneficiary, devisee, legatee or other designee, or if there is nosuch 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, in writing, to perform this Agreement in the same manner andto the same extent that the Company would be required to perform it if no suchsuccession had taken place.
     6.3      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 Chief Operating Officer; 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 five (5) days after thetime of mailing if sent by registered or certified mail.
     6.4      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 the Executive’s employment by the Company and or any ofits affiliates. This Agreement may not be changed or modified except by aninstrument in writing signed by both of the parties hereto.
     6.5      Waiver. No waiver of any provision of this Agreement shall beeffective or binding unless it is in writing and signed by the party againstwhich such waiver is to be enforced. The waiver by either party of a breach ofany provision of this Agreement shall not operate or be construed as acontinuing waiver or as a consent to or waiver of any subsequent breach hereof.
     6.6      Headings. The Article and Section headings herein are for convenienceof reference only, do not constitute a part of this Agreement and shall not bedeemed to limit or affect any of the provisions hereof.
     6.7      Governing Law. This Agreement shall be governed by, and construed andinterpreted in accordance with, the internal laws of the Province of Ontariowithout reference to the principles of conflict of laws.
     6.8      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.
     6.9      Venue and Jurisdiction. The Executive shall bring any legal actionagainst the Company in the Ontario Court of Justice (General Division). TheExecutive will not pursue legal action against the Company in any otherjudicial venue. The Executive submits to the
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 jurisdiction of these courts and waives any claim of improper venue,inconvenient forum or forum non conveniens. Notwithstanding the foregoing, ifthe Company is unable to obtain jurisdiction against the Executive as set forthabove, the Company may, at its sole election, pursue legal action against theExecutive in an alternative jurisdiction.
     6.10      Survivorship. The respective rights and obligations of the partieshereunder shall survive any termination of this Agreement to the extentnecessary to the intended preservation of such rights and obligations.
     6.11      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.
     6.12      Counterparts. This Agreement may be executed in two 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.    Lindquist Avey Macdonald Baskerville Inc.   By:   Name:   Title:        Michael Beber
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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 payroll policies of the Company andsubject to such withholdings and other normal employee deductions as may berequired by law, at the annual rate of Cdn $309,375.00. The Board of Directorsof the Company shall review such compensation not less frequently than annuallyduring the Term.
     (b)      AnnualBonus. In addition to base salary, the Executive shall earnincentive compensation (“incentive compensation”) and the Company shall payeach fiscal year, or any fractional period thereof during the Term, incentivecompensation in accordance with the plan approved by the Compensation Committeeof the Board of Directors of the Kroll-O’Gara Company each fiscal year;provided, however, that if the Executive terminates his employment with theCompany or is terminated by the Company (other than for Cause) after the date abonus is declared but not yet been paid, such bonus shall be paid to theExecutive in the same manner and the same time period as such bonus is paid tothen current employees of the Company. If such bonus is declared after thedate on which the Executive’s employment with the Company is terminated for anyreason (other than in the case of death or disability), the Executive shall notbe entitled to such bonus. In the case of death or disability, the Executiveshall be considered for a bonus related to the year in which the Executive isterminated. If a bonus is declared in these circumstances after the date onwhich the Executive’s employment with the Company is terminated by reason ofdeath or disability, such bonus shall be paid to the Executive or his estate inthe same manner and in the same period of time as such bonus is paid to thencurrent executives of the Company.
     (c)      StockAwards. The Executive shall be entitled to receive up to fiftypercent (50%) of any incentive compensation in the form of shares of stock ofThe Kroll-O’Gara Company, an Ohio corporation (“TKOC”), as determined by theCompensation Committee of the Board of Directors of TKOC. In addition, theExecutive shall be eligible for grants of stock options in TKOC, which grantsshall be made at the discretion of the Compensation Committee of the Board ofDirectors of TKOC.
     (d)      Benefits. The Executive shall participate during the Term in suchpension, life insurance, health, disability and major medical insurance plans,and in such other employee benefit plans and programs, for the benefit of theemployees of the Company, as may be maintained from time to time during theTerm, in the Company’s discretion, in each case to the extent and in the manneravailable to other officers or employees of the Company at substantially thesame level of responsibility as the Executive and subject to the terms andprovisions of such plans or programs. For purposes of eligibility formembership and entitlement under the terms of the Company’s pension plan, theExecutive shall deemed to have been employed by the Company effective August 1,1991.
 

 

     (e)      Vacation. During the Term, the Executive shall be entitled to a paidvacation of at least five weeks (but not necessarily consecutive vacationweeks) per annum, in accordance with Company policy.