ANY PART THEREOF IS RESCINDED, REDUCED, RESTORED OR RETURNED,
THE AGREEMENT AND OBLIGATION TO MAKE SUCH PRIOR PAYMENTS SHALL BE REINSTATED AND
THE OBLIGATION TO MAKE SUCH PRIOR PAYMENT SHALL BE REDUCED ONLY BY SUCH AMOUNT
PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
ALL OBLIGATIONS AND
AMOUNTS PAYABLE PURSUANT TO THIS AGREEMENT, INCLUDING THOSE SET FORTH IN THIS
SECTION 25, SHALL, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, CONSTITUTE
ADMINISTRATIVE PRIORITY EXPENSES PURSUANT TO BANKRUPTCY CODE SECTIONS 503(B) AND
507(A)(1) OF THE COMPANY'S ESTATE IN THE EVENT OF A BANKRUPTCY FILING BY OR
AGAINST THE COMPANY.
26.
POAMI'S AND POI'S OBLIGATIONS.
ALL OF THE OBLIGATIONS OF THE
COMPANY HEREUNDER SHALL ALSO BE DIRECT OBLIGATIONS OF POAMI AND POI WITHOUT THE
NEED FOR EXECUTIVE TO SEEK OR EXHAUST REMEDIES AGAINST THE COMPANY.
27.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES AND
REPLACES ALL PREVIOUS VERBAL OR WRITTEN AGREEMENTS THAT THE PARTIES MAY HAVE
MADE, INCLUDING THE PRIOR EMPLOYMENT AGREEMENT.
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Signatures on next page.]
24
IN WITNESS WHEREOF, each of the Company, POI and POAMI has caused this Agreement
to be executed by a duly authorized representative of the Company, POI and POAMI
and Executive has executed this Agreement as of the day and year first above
written.
PROTECTION ONE, INC.
By:
/s/ Richard Ginsburg
Its:
President and CEO
PROTECTION ONE ALARM MONITORING, INC.
By:
/s/ Richard Ginsburg
Its:
President and CEO
NETWORK MULTI-FAMILY
SECURITY CORPORATION.
By:
/s/ Richard Ginsburg
Its:
Chairman of the Board
By:
/s/ Steven V. Williams
Steven V. Williams