Exhibit 10.3
SECOND AMENDMENT
TO EMPLOYMENT
AGREEMENT
SECOND AMENDMENT, dated as of
December 3, 2008 (this “ Second Amendment
”) to the Employment Agreement (the “ Employment
Agreement ”) between 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, as amended by the First Amendment
to Employment Agreement dated as of February 8, 2005 (the
“ First Amendment ”). This Second
Amendment shall become effective upon the date of hereof (the
“ Effective Date ”).
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.
Amendments
.
(a)
Section 4(b) of the
Employment Agreement is hereby amended by adding to the end of such
section: “Such bonus shall be paid, if earned, no later
than March 15 of the calendar year immediately following the
calendar year to which such bonus relates.”
(b)
Section 5(a)(A)(III) of
the Employment Agreement is hereby removed in its
entirety.
(c)
Section 5(a)(C) of
the Employment Agreement is hereby amended and restated in its
entirety to read as follows:
“(C) the Company shall
continue, for a period of one (1) year (or two (2) years
in the event Executive is entitled to payments under Sections
5(a)(B)(x) and (y)) following Executive’s Date of
Termination, to provide Executive (and Executive’s
dependents, if applicable) with substantially similar levels of
medical, dental, and life insurance benefits upon substantially
similar terms and conditions as Executive would have been entitled
to receive if he had continued in employment; provided, that
, if Executive cannot continue to participate in the Company
benefit plans providing such benefits, the Company shall provide a
monthly cash payment over the same one (1) year period (or two
(2) years in the event Executive is entitled to payments under
Sections 5(a)(B)(x) and (y)) to reimburse Executive for the
cost of premiums comparable to those that would be required to
receive such benefits on a substantially similar basis, plus the
amount of any conversion fees required to convert from group
coverage to individual coverage under the Company’s existing
benefit plans (the “ Benefits Monthly Payments
”). In the event Executive cannot continue to
participate in the Company benefit plans providing such benefits,
Executive shall present the Company with one or more benefit plans
that Executive has obtained or intends to obtain that provide
benefits on a substantially similar basis as the benefits provided
to Executive prior to the Date of Termination (and acknowledgment
from the provider of such benefit plans that such benefit plans
have been or
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