AGREEMENT SHALL BE DEEMED
TO ENTITLE EXECUTIVE TO CONTINUED EMPLOYMENT WITH THE COMPANY, POAMI, OR POI OR
THEIR SUBSIDIARIES OR SHALL REQUIRE EXECUTIVE TO CONTINUE THE EMPLOYMENT
RELATIONSHIP AGAINST HIS WISHES; PROVIDED, HOWEVER, THAT ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT DURING THE TERM OF THIS AGREEMENT SHALL BE SUBJECT TO ALL
OF THE PROVISIONS OF THIS AGREEMENT AS PROVIDED IN SECTION 19.
15.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE LEGALLY
BINDING UPON ALL SUCCESSORS AND ASSIGNS OF THE COMPANY, POAMI, AND POI.
THE
COMPANY, POAMI, AND POI WILL REQUIRE A SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF THE COMPANY AND/OR POAMI AND/OR POI, BY AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY, POAMI, AND POI WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
FOR PURPOSES OF THIS SECTION 15(A), REFERENCES TO COMPANY, POI
OR POAMI SHALL MEAN THE COMPANY, POI OR POAMI, RESPECTIVELY, AS DEFINED ABOVE
AND ALL SUCCESSORS TO ITS BUSINESS OR ASSETS THAT EXECUTE AND DELIVER THE
AGREEMENT PROVIDED FOR IN THIS SECTION 15(A) OR THAT OTHERWISE BECOME BOUND BY
THE TERMS AND PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTES, DEVISEES AND LEGATEES.
IF EXECUTIVE SHALL DIE
WHILE ANY AMOUNTS WOULD BE PAYABLE TO EXECUTIVE HEREUNDER HAD EXECUTIVE
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO SUCH PERSON OR PERSONS
APPOINTED IN WRITING BY EXECUTIVE TO RECEIVE SUCH AMOUNTS OR, IF NO PERSON IS SO
APPOINTED, TO EXECUTIVE'S ESTATE.
21
16.
NOTICE.
(A)
FOR PURPOSES OF THIS AGREEMENT, ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR FIVE (5) DAYS AFTER DEPOSIT IN
THE UNITED STATES MAIL, CERTIFIED AND RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED AS FOLLOWS:
If to Executive:
Steve V. Williams
3809 Shady Meadow
Grapevine, TX
76051
If to the Company:
Protection One, Inc.
818 S. Kansas Avenue
Topeka, KS
66612
Attention:
General Counsel
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(B)
A WRITTEN NOTICE OF EXECUTIVE'S DATE OF TERMINATION BY THE
COMPANY OR EXECUTIVE, AS THE CASE MAY BE, TO THE OTHER, SHALL (I) INDICATE THE
SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON, (II) TO THE EXTENT
APPLICABLE, SET FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED
TO PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION
SO INDICATED, AND (III) SPECIFY THE