Exhibit 10.2


 


FIRST AMENDMENT


TO EMPLOYMENT AGREEMENT


 


FIRST AMENDMENT, dated as of February 8, 2005 (this “First
Amendment”) to the Employment Agreement (the “Employment Agreement”)
by and among Anthony Wilson (“Executive”), Protection One, Inc., a
Delaware corporation, Security Monitoring Services, Inc. (d/b/a CMS), a
Florida corporation (the “Company”), and Protection One Alarm Monitoring, Inc.,
a Delaware corporation, dated as of July 23, 2004.  This First Amendment to the Employment
Agreement shall become effective upon the “Closing Date” (as defined in the
Exchange Agreement); provided, that this First Amendment shall be null and void
ab initio upon any termination of the
Exchange Agreement in accordance with its terms.


 


W  I  T  N
E  S  S  E  T  H :


 


WHEREAS, Section 22 of the Employment Agreement
provides that any modification of any provision of the Employment Agreement
shall be valid only if made in writing and signed by Executive and a duly
authorized officer of the Company; and


 


WHEREAS, the parties hereto desire to amend certain
provisions of the Employment Agreement as more fully set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in consideration
of the agreements herein, the parties hereto agree as follows:


 


1.               Defined  Terms.


 


(a)   Unless otherwise stated herein, all
capitalized terms have the meanings ascribed to them in the Employment
Agreement.


 


(b)   For purposes of
this Agreement, “Exchange Agreement” means that certain Exchange Agreement,
dated as of November 12, 2004, to which Protection One, Inc. and
Protection One Alarm Monitoring, Inc., among others, are parties.


 


2.               Amendments.


 


(a)   Section 4(c) of
the Employment Agreement is hereby amended and restated in its entirety to read
as follows:


 


“(c) 
Benefit Programs.  During the period of
Executive’s employment under this Agreement, Executive shall be eligible to
participate in all employee benefit plans and programs of the Company from time
to time in effect for the benefit of senior executives of the Company (subject
to meeting generally applicable participation requirements under the applicable
plan or program), including, but not limited to, retention plans, stock option
plans, restricted stock grants, 401(k) plans, group life insurance,
hospitalization and surgical and major medical coverages, sick leave, employee
stock purchase plans, car allowances, vacations and holidays, long-term
disability, and such other benefits as are or may be made available from time to
time to senior executives of the Company. 
For purposes of this Section 4(c), the term “the Company” shall
also include POAMI.”


 


(b)   Section 5(a)(D) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:


 


                                                                                                                        “(D) Executive’s
rights with respect to all outstanding stock options, stock appreciation rights
and other equity based awards (“Awards”) in connection with any termination of
employment, including a Qualifying Termination, shall be governed exclusively
by the terms of the Protection One, Inc. 2004 Stock Option Plan, the
Protection One, Inc. Stock Appreciation Rights Plan and the grant  and 


 


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option
agreements provided thereunder (provided, for the avoidance of doubt, that this
Section 5(a)(D) shall not be construed to affect or modify the
application of Section 6 of this Agreement).”


 


3.     GOVERNING
LAW; VALIDITY.  THE INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS.  THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS FIRST AMENDMENT SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS FIRST AMENDMENT, WHICH OTHER
PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.


 


4.     Full force and effect of Employment
Agreement.  Except as specifically
modified herein, all other provisions of the Employment Agreement shall remain
in full force and effect in accordance with its terms.  All references in the Employment Agreement to
“this Agreement” shall be deemed to refer to the Employment Agreement as
amended by this First Amendment.


 


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IN WITNESS WHEREOF, each of Protection One, Inc., the
Company and Protection One Alarm Monitoring, Inc. has caused this
Agreement to be executed by a duly authorized representative of Protection One, Inc.,
the Company and Protection One Alarm Monitoring, Inc. and Executive has
executed this Agreement as of the day and year first above written.


 


	
   

  	
  PROTECTION ONE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Ginsburg

  
	
   

  	
   

  	
  Name: Richard Ginsburg

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTECTION ONE ALARM MONITORING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Ginsburg

  
	
   

  	
   

  	
  Name: Richard Ginsburg

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURITY MONITORING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Ginsburg

  
	
   

  	
   

  	
  Name: Richard Ginsburg

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Anthony Wilson

  
	
   

  	
   

  	
  Anthony Wilson

  
						



 


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