Exhibit 10.1


 


PROTECTION
ONE, INC.


 


      ,
2005


 


Re:                          Grant
of Restricted Share Units


 


Dear                            :


 


Protection One, Inc., a
Delaware corporation (the “Company”), is pleased to advise you that,
pursuant to the Company’s 1997 Long-Term Incentive Plan (the “Plan”) and
director compensation program, the Board has
granted to you an award of               restricted
share units (the “Restricted Units”) under the Plan, effective as of the
date hereof (the “Date of Grant”), subject to the terms and conditions
set forth herein.  Certain capitalized
terms used herein are defined in Section 10 below.  Any capitalized terms used herein and not
defined herein have the meanings set forth in the Plan.


 


1.             Issuance
of Restricted Units.  The Restricted Units
shall be awarded to you as of the Date of Grant.  Each Restricted Unit in intended to be
equivalent in value to one share of Common Stock and shall entitle you to
receive from the Company on each Vesting Date (as defined herein) one share of
Common Stock for each Restricted Unit that vest on such date.


 


2.             Vesting
of Restricted Units.


 


(a)           of
the Restricted Units shall vest and convert into shares of Common Stock on               (each
such date, a “Vesting Date”); provided, however, that any
and all unvested Restricted Units shall be immediately forfeited in the event
that you cease to serve as a                                     .


 


(b)           Notwithstanding
the foregoing or any other provision hereof to the contrary (except as provided
in this Section 2(b)), the provisions set forth in Section 7
of the Plan shall govern the vesting of the Restricted Units in the event there
is a Change of Control prior to the Restricted Units becoming fully vested; provided,
however, that for purposes of this Grant Agreement, any reference to “Western
Resources, Inc.” in Section 7 of the Plan shall be deemed to mean “Quadrangle
Group, LLC.”


 


3.             Dividends.  You shall be entitled to receive cash
payments equal to any cash dividends and other distributions paid with respect
to a corresponding number of shares of Common Stock underlying each Restricted
Unit; provided  that, if any such dividends or distributions are
paid in shares of Common Stock, you shall instead receive a number of
additional restricted share units equal to the number of shares of Common Stock
you would otherwise have received as a dividend; and provided  further
that, such additional restricted share units shall be subject to the
same provisions of this Grant Agreement (including, without


 





















 


limitation, the vesting, forfeiture restrictions and
restrictions on transferability provisions) as apply to the Restricted Units
with respect to which they relate.


 


4.             Rights
as Shareholder.  Except as provided
in Section 3, you shall not have voting or any other rights as a
shareholder of the Company with respect to the Restricted Units.  Upon the conversion of the Restricted Units
into shares of Common Stock, you shall obtain full voting and other rights as a
shareholder of the Company.


 


5.             Stock
Certificates.  On or after the date
the Restricted Units become nonforfeitable in accordance with Section 2
above (the “Delivery Date”), to the extent you request, you shall
receive stock certificates (the “Certificates”) evidencing the
conversion of Restricted Units into shares of Common Stock for consideration
consisting of service as a                                 .  Certificates representing the unrestricted
shares of Common Stock will be delivered to you as soon as reasonably
practicable after you request such certificates.


 


6.             Withholding
of Taxes.


 


(a)   Participant
Election.  Unless otherwise
determined by the Committee, you may elect to deliver shares of Common Stock
(or have the Company withhold shares of Common Stock deliverable upon vesting
of the Restricted Units) to satisfy, in whole or in part, the amount, if any,
the Company is required to withhold for taxes in connection with the award of
the Restricted Units or other securities pursuant to this Grant Agreement. 
Such election must be made on or before the date the amount of tax to be
withheld is determined.  Once made, the
election shall be irrevocable.  The fair
market value of the shares to be withheld or delivered will be the Fair Market
Value as of the date the amount of tax to be withheld is determined.


 


(b)   Company
Requirement.  The Company, to the
extent permitted or required by law, shall have the right to deduct from any
payment of any kind otherwise due to you, an amount equal to any federal, state
or local taxes of any kind required by law to be withheld in connection with
the award of the Restricted Units or other securities pursuant to this Grant Agreement.


 


7.             Transferability
of Restricted Unit.  Transferability
of the Restricted Units shall be governed by the relevant provisions of the
Plan.


 


8.             Conformity
with Plan.  The Restricted Units are
intended to conform in all respects with, and are subject to all applicable
provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Grant Agreement
and the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy
of this Grant Agreement, you acknowledge your receipt of this Grant Agreement
and the Plan and agree to be bound by all of the terms of this Grant Agreement
and the Plan.


 


9.             Rights
of Participants.  Nothing in this
Grant Agreement shall in any way confer upon you any right to continue as a
director of, or in the performance of other services for, the Company or any
subsidiary for any period of time, or to continue your present (or any other)
rate of compensation or level of responsibility.  Nothing in this Grant Agreement shall confer


 


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upon you any right to be selected again as a
Participant, and nothing in the Plan or this Grant Agreement shall provide for
any adjustment to the number of Restricted Units upon the occurrence of
subsequent events except as provided in the Plan.


 


10.           Certain
Definitions.  For the purposes of
this Grant Agreement, the following terms shall have the meanings set forth
below:


 


“Grant Agreement”
means this letter agreement, dated as of                             ,
2005, between you and the Company, as the same may be amended or restated from
time to time.


 


11.           Amendment
or Substitution of Restricted Units. 
The terms of the Restricted Units may be amended from time to time by
the Committee in its discretion in any manner that it deems appropriate; provided
that, no such amendment shall adversely affect in a material manner any
of your rights under this Grant Agreement without your written consent.


 


12.           Relation
to Other Benefits.  Any economic or
other benefit to you under this Grant
Agreement or the Plan shall not be taken into account in determining any
benefits to which you may be entitled under any retirement or other benefit or
compensation plan maintained by the Company or any subsidiary.


 


13.           Successors
and Assigns.  Except as otherwise
expressly provided herein, all covenants and agreements contained in this Grant
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and permitted assigns of the parties
hereto whether so expressed or not.


 


14.           Severability.  Whenever possible, each provision of this
Grant Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Grant Agreement is
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Grant Agreement.


 


15.           Counterparts.  This Grant Agreement may be executed
simultaneously in two or more counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
Grant Agreement.


 


16.           Descriptive
Headings.  The descriptive headings
of this Grant Agreement are inserted for convenience only and do not constitute
a part of this Grant Agreement.


 


17.           Governing
Law.  THE VALIDITY, CONSTRUCTION,
INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND
REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS GRANT AGREEMENT, SHALL
BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE
STATE OF DELAWARE.


 


18.           Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Grant
Agreement shall be in writing and shall be deemed to have been given when (i)
delivered personally, (ii) mailed by certified or


 


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registered mail, return receipt requested and postage
prepaid, (iii) sent by facsimile or (iv) sent by reputable overnight courier,
to the recipient.  Such notices, demands
and other communications shall be sent to you at the address specified in this
Grant Agreement and to the Company at 1035 N. 3rd St., Suite 101, Lawrence,
Kansas 66044, Attn: General Counsel, or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party.


 


19.           Entire
Agreement.  This Grant Agreement and
the terms of the Plan constitute the entire understanding between you and the
Company, and supersede all other agreements, whether written or oral, with
respect to your grant of the Restricted Units.


 


*     *     *     *     *


 


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Signature Page to Restricted Share Units Award
Agreement


 


Please execute the extra
copy of this Grant Agreement in the space below and return it to the Company to
confirm your understanding and acceptance of the agreements contained in this
Grant Agreement.


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PROTECTION ONE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Enclosures:

  	
  1.

  	
  Extra copy of this
  Grant Agreement

  
	
   

  	
  2.

  	
  Copy of the Plan
  attached hereto as Exhibit A

  



 


The undersigned hereby
acknowledges having read this Grant Agreement and the Plan and hereby agrees to
be bound by all provisions set forth herein and in the Plan.


 


	
  Dated as of 

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: