Exhibit 10.2
FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT, dated as of
February 8, 2005 (this “ First Amendment ”)
to the Employment Agreement (the “ Employment
Agreement ”) by and among Anthony Wilson (“
Executive ”), Protection One, Inc., a Delaware
corporation, Security Monitoring Services, Inc. (d/b/a CMS), a
Florida corporation (the “ Company ”), and
Protection One Alarm Monitoring, Inc., a Delaware corporation,
dated as of July 23, 2004. This First Amendment to the
Employment Agreement shall become effective upon the “Closing
Date” (as defined in the Exchange Agreement); provided, that
this First Amendment shall be null and void ab initio upon
any termination of the Exchange Agreement in accordance with its
terms.
W
I T N
E S S E T H
:
WHEREAS, Section 22 of the
Employment Agreement provides that any modification of any
provision of the Employment Agreement shall be valid only if made
in writing and signed by Executive and a duly authorized officer of
the Company; and
WHEREAS, the parties hereto desire
to amend certain provisions of the Employment Agreement as more
fully set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the agreements herein,
the parties hereto agree as follows:
1.
Defined
Terms .
(a) Unless otherwise
stated herein, all capitalized terms have the meanings ascribed to
them in the Employment Agreement.
(b) For purposes of this
Agreement, “Exchange Agreement” means that certain
Exchange Agreement, dated as of November 12, 2004, to which
Protection One, Inc. and Protection One Alarm
Monitoring, Inc., among others, are parties
.
2.
Amendments
.
(a)
Section 4(c) of the Employment Agreement is hereby
amended and restated in its entirety to read as
follows:
“(c) Benefit
Programs. During the period of Executive’s employment
under this Agreement, Executive shall be eligible to participate in
all employee benefit plans and programs of the Company from time to
time in effect for the benefit of senior executives of the Company
(subject to meeting generally applicable participation requirements
under the applicable plan or program),
