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Exhibit 10.42
August 8, 1997
Xxxxx Xxxxx
Chairman
Kroll Holdings, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Jules:
This letter agreement is delivered in connection with the execution and
delivery on today's date of that certain Plan and Agreement to Merge among The
O'Gara Company ("O'Gara"), VDE, Inc. ("NEWCO"), Kroll Holdings, Inc. ("KHI") and
Xxxxx Xxxxx ("Kroll") (the "Merger Agreement"). Capitalized terms used but not
defined herein shall have the same meaning given to them in the Merger
Agreement.
In order to induce KHI and Kroll to enter into the Merger Agreement, I
hereby agree to be present (in person or by proxy) at the meeting of the
shareholders of O'Gara to be held pursuant to Article XI of the Merger
Agreement, and to vote or cause to be voted at such meeting all shares of O'Gara
Common Stock owned by me and all other shares of O'Gara Common Stock the voting
of which is in my control (collectively, the "O'Gara Shares") in favor of
approval and adoption of the Merger Agreement and the consummation of the
Merger. In addition, I agree not to sell, transfer, convey, assign, pledge,
hypothecate or otherwise dispose of any of the O'Gara Shares owned by me, or the
right to vote the O'Gara Shares, to or for the benefit of any Person prior to
the sooner of (x) the termination of the Merger Agreement and (y) the Effective
Time of the Merger, unless any such transferee agrees to be bound by this
Agreement.
Sincerely yours,
Xxxxxx X. X'Xxxx
