EXHIBIT 10.16
PROTECTION ONE, INC.
FORM OF CHANGE OF CONTROL AGREEMENT

Dear:

Protection
One, Inc. (the "Company") considers sound management essential to protecting the interests of the Company and its shareholders. The Company recognizes that the
possibility of a change in control could arise which may result in the distraction of management to the detriment of the Company and its shareholders. It is important that you be able to advise the
Board whether a proposed change in control would be in the best interests of the Company and its shareholders and to take action regarding such proposal as the Board directs, without being influenced
by the uncertainties of your own situation.

To
induce you to remain in the employ of the Company, this Agreement, approved by the Board of Directors (the "Board"), sets forth the benefits which will be provided to you if your
employment is terminated subsequent to a "change in control".

1.Agreement to Provide Services; Right to Terminate.



2.Term of Agreement.This Agreement shall continue until January 1, 2001, and on such date and
each January 1 thereafter, the term shall be extended for one year unless at least 90 days prior to such January 1st date, the Company or you shall have given notice to cancel
this Agreement. Notwithstanding any such notice, this Agreement shall continue in effect for 12 months after a change in control which occurs during the term of this Agreement, as extended.
This Agreement shall terminate if your employment terminates prior to a change in control.

3.Change in Control.A "change in control" shall be deemed to have occurred when (a) any Person
other than Western or any affiliate of Western, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the
Voting Securities; (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease to constitute a majority thereof, provided that any person who becomes a director by
approval of at least three quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement in which such person is named as a nominee for
director, without objection to such nomination) shall be considered a member of the Incumbent Board; (c) the liquidation or dissolution of the Company; or (d) the sale of all or
substantially all of the assets of the Company to any Person other than Western or an affiliate of Western. No change in control shall be deemed to have occurred by virtue of any transaction which
results in you, or a group of Persons which includes you, acquiring, directly or indirectly, 30% or more of the voting power of the Voting Securities.

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4.Termination Following Change in Control.Upon a change in control, you shall be entitled to the
benefits provided in Section 5 hereof upon the termination of your employment with the Company within 12 months after such event, unless such termination is (a) because of your
death or Retirement, (b) by the Company for Cause or Disability or (c) by you other than for Good Reason.



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"Plan"
shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a salary continuation program, saving, deferred compensation,
pension, profit sharing, medical, disability, accident, or life insurance plan or a relocation plan or policy or any other plan, program or policy of the Company intended to benefit employees.



In
the case of termination for Cause, if you have not previously expressly agreed in writing to the termination, then within 30 days after receipt by you of the Notice of
Termination, you may notify the Company that a dispute exists concerning the termination, in which event the Date of Termination shall be the date set either by mutual written agreement of the parties
or by the arbitrators in a proceeding as provided in Section 13 hereof. During the pendency of any such dispute, the Company will continue to pay you your full compensation and benefits in
effect just prior to the time the Notice of Termination is given and until the dispute is resolved in accordance with Section 13.

5.Compensation Upon Termination or During Disability; Other Agreements.



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"Base
salary" shall include any amounts deducted by the Company for your account under any agreement which the Company or Section 125 and 401(k) of the Internal Revenue Code of 1986, as
amended, (the "Code").



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For
purposes of determining whether any of the Agreement Payments will be subject to the Excise Tax and the amount of such Excise Tax, (a) any other payments or benefits
received or to be received by you in connection with a change in control or your termination of employment (under this Agreement or any other agreement with the Company or any person whose actions
result in a change of control or any person affiliated with the Company) (which, together with the Agreement Payments, shall constitute the "Total Payments") shall be treated as "parachute payments"
within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise
Tax, unless in the opinion of tax counsel selected by the Company's independent auditors such other payments or benefits (in whole or in part) are not subject to the Excise Tax, (b) the amount
of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the Total Payments or (2) the amount of excess parachute payments within the
meaning of Section 280G(b)(1) of the Code (after applying clause (a), above), and (c) the value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For
purposes of determining the Gross-up Payment, you shall be deemed to pay federal, state, and local income taxes at the highest applicable marginal rate for the
calendar year in which the Gross-up Payment is to be made net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If the
Excise Tax is finally determined to be less than the amount taken into account at the time the Gross-up Payment is made, you shall repay the portion attributable to such reduction (plus
the portion of the Gross-up Payment attributable to a reduction in Excise Tax and/or a federal and state and local income tax deduction), plus interest on the amount of such repayment at
the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax is later determined to exceed the amount taken into account at the time the Gross-up Payment is made, the
Company shall make an additional Gross-up Payment (plus any interest payable with respect to such excess at the rate provided in Section 1274(b)(2)(B) of the Code) when such excess
is finally determined.



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If
such reduced payments incorrectly result in an overpayment or underpayment to you, the underpayment shall be promptly paid to you and, if an overpayment shall have occurred, it
shall be treated for all purposes as a loan to you by the Company which you shall repay on the fifth day after demand by the Company, in each case together with interest at the applicable rate
provided for in Section 1274(b)(2)(B) of the Code.

6.Successors; Binding Agreement.



7.Fees and Expenses; Mitigation.



8.Taxes.All payments under this Agreement will be subject to required withholding of federal, state
and local income and employment taxes.

9.Survival.The respective obligations of, and benefits afforded to, the Company and you as provided
in Section 5, 6(ii), 7, 8 and 14 of this Agreement shall survive termination of this Agreement.

10.Notice.Notices and all other communications under this Agreement shall be in writing and shall be
deemed to have been duly given when mailed by United States registered mail, return receipt requested, postage prepaid and addressed, in the case of the Company, to the address set forth on the first
page of this Agreement or, in the case of the undersigned employee, to the address set forth below his signature, provided that all notices to the Company shall be directed to the attention of the
Chairman of the Board or President of the Company, with a copy to the Secretary of the Company, or

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to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

11.Miscellaneous.No provision of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or President of the Company. No waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar of dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware.

12.Validity.The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

13.Arbitration.Any dispute or controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any
court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 13.

14.Related Agreements.If any provision of any other agreement between the Company or any of its
subsidiaries and you shall, qualify or be inconsistent with any provision of this Agreement, then, while this Agreement remains in force, this Agreement shall control and such provision of such other
agreement shall be deemed to have no force or effect.

15.Counterparts.This Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same instrument.

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If this letter correctly sets forth our agreement, kindly sign and return to the Company the enclosed copy of this letter.

| |  |                         
| |  | ------------------------
| |  | Sincerely,              
| |  |                         
| |  | Douglas T. Lake
Chairman

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|ACCEPTED:                                |  | 
|Date                                     |  | 
|Name                                     |  | 
|Street Address                           |  | 
|City              State              Zip |  | 

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