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