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O'Gara Group, Inc. – IPO: ‘S-1’ on 8/22/08 – EX-10.3

On:  Friday, 8/22/08, at 5:14pm ET   ·   Accession #:  950152-8-6731   ·   File #:  333-153161

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/30/08   ·   Latest:  ‘S-1/A’ on 2/12/09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/22/08  O’Gara Group, Inc.                S-1                   22:4.7M                                   Bowne BCL/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         The O'Gara Group, Inc. S-1                          HTML   2.68M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    197K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML    144K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML    235K 
                          Liquidation or Succession                              
 5: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     83K 
 6: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     28K 
 7: EX-10.1     Material Contract                                   HTML     62K 
 8: EX-10.2     Material Contract                                   HTML     70K 
 9: EX-10.3     Material Contract                                   HTML     19K 
10: EX-10.4     Material Contract                                   HTML     14K 
11: EX-10.6     Material Contract                                   HTML     55K 
12: EX-10.7     Material Contract                                   HTML     36K 
13: EX-10.8     Material Contract                                   HTML     15K 
14: EX-21.1     Subsidiaries of the Registrant                      HTML     12K 
15: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
16: EX-23.2     Consent of Experts or Counsel                       HTML      9K 
17: EX-23.3     Consent of Experts or Counsel                       HTML      9K 
18: EX-23.4     Consent of Experts or Counsel                       HTML      9K 
19: EX-23.5     Consent of Experts or Counsel                       HTML      9K 
20: EX-99.1     Miscellaneous Exhibit                               HTML     10K 
21: EX-99.2     Miscellaneous Exhibit                               HTML      9K 
22: EX-99.3     Miscellaneous Exhibit                               HTML      9K 


EX-10.3   —   Material Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  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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Filing Submission 0000950152-08-006731   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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