Exhibit
10.13


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 Joseph R. Sanchez (“Executive”),
Protection One, Inc., a Delaware 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 the Company is a party.


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 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 the Company and Protection One Alarm Monitoring, Inc. has caused this
Agreement to be executed by a duly authorized representative of 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Joseph R. Sanchez

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph R. Sanchez