EMPLOYMENT AGREEMENT

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Exhibit 10.58

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement" is entered into as of the 23rd day of July, 2004 by and between Protection One, Inc., a Delaware corporation (the "Company"), Protection One Alarm Monitoring, Inc., a Delaware corporation, and J. Eric Griffin ("Executive").

W I T N E S S E T H :

        WHEREAS, POAMI and Executive agreed to employment terms pursuant to a Change in Control Agreement dated November 20, 2002 and superseded such agreement with a Change in Control Agreement dated June 20, 2003 and a retention bonus letter dated June 20, 2003 (such Change in Control Agreement, together with the retention bonus letter, hereinafter referred to as the "Prior Employment Agreement"); and

        WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interest of the Company, its creditors and its stockholders to assure that the Company will have the continued dedication of Executive during and after the period of the Company's and POAMI's (as defined in Section 1) anticipated Restructuring (as defined in Section 1) of its indebtedness and capital stock notwithstanding the possibility or occurrence of a Change in Control (as defined in Section 1), to provide Executive with assurance of continued employment beyond the expiration of the Prior Employment Agreement and to provide compensation and benefits arrangements which are competitive with those of other comparable and similarly situated corporations; and

        WHEREAS, during the period of the Company's anticipated Restructuring, Executive's continued high performance and retention is critical to ensure that the Company maintains its value; and

        WHEREAS, Executive has agreed to enter into this Agreement because the Company has satisfied all of its obligations under the Prior Employment Agreement; and

        WHEREAS, POAMI is a direct and wholly owned subsidiary of the Company and will receive substantial direct and indirect value from Executive; and

        WHEREAS, each of the board of directors of the Company and of POAMI has authorized the Company and POAMI, respectively, to enter into this Agreement.

        NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company, POAMI and Executive hereby agree as follows:

        1.      Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

        (a)    "Board" means the Board of Directors of the Company, as the case may be, whether prior to or after the Restructuring.

        (b)    "Bonus Amount" means:

        (A)  for a Date of Termination occurring in fiscal year 2004, the average of the annual incentive bonuses payable by the Company to or for the benefit of or deferred by Executive for the 2002 and 2003 fiscal years of the Company; and

        (B)  for a Date of Termination occurring after fiscal year 2004, the average of the annual incentive bonuses payable by the Company to or for the benefit of or deferred by Executive for the last three (3) completed fiscal years of the Company immediately preceding the Date of Termination or Change in Control.

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        (c)    "Cause" means:

        (A)  the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or Executive delivering a Notice of Termination for Good Reason to the Company) that is not remedied within 30 days after a written demand for substantial performance is delivered to Executive by the Chairman of the Board, the Chairman of the Compensation Committee or the Chief Executive Officer which specifically identifies the manner in which Executive has not substantially performed Executive's duties and that such failure if not remedied constitutes "Cause" under this Agreement, or

        (B)  Executive's conviction by a court of law, Executive's admission in a legal proceeding that he is guilty or Executive's plea of nolo contendre , in each case, with respect to a felony.

For purposes of this subsection (c), no act or failure to act by Executive shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of the Company.

        (d)    "Change in Control" means

        (i)    the occurrence of any one of the following events after the earlier of the date the Restructuring is consummated or December 31, 2005:

        (A)  individuals who, as of the date the Restructuring is consummated, constitute the Board (or, in the case no Restructuring is consummated by December 31, 2005, the individuals who constitute the Board as of such date) (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date the Restructuring is consummated (or, in the case no Restructuring is consummated by December 31, 2005, December 31, 2005), whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) or, prior to the date that a Restructuring is consummated, as elected at any time by Quadrangle Group shall be an Incumbent Director.

        (B)  any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty-three and one-third percent (331/3%) of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however , that the event described in this paragraph (B) shall not be deemed to be a Change in Control if such beneficial owner is any of the following or becomes a beneficial owner as a result of any of the following:

        (I)   one or more Current Debt Holder or a syndicate or group in which one or more Current Debt Holders, collectively, beneficially own a majority of the Company Voting Securities beneficially owned by such syndicate or group;

        (II)  any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or one or more Current Debt Holder;

        (III) any underwriter temporarily holding securities pursuant to an offering of such securities;

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        (IV) a person involved in a Non Qualifying Transaction (as defined in paragraph (C));

        (V)  an entity (x) controlled by Executive or a group of persons consisting, at the time of such acquisitions, of Executive and other employees of the Company or any of its Subsidiaries or (y) of which the majority of common equity securities, at the time of such acquisitions, is owned by Executive or a group of persons consisting of Executive and other employees of the Company or any of its Subsidiaries; or

        (VI) any event in which a Current Debt Holder continues to be directly or indirectly the beneficial owner of a greater number of shares of the Company than that held by any other person as a result of the event described in this paragraph (B) or has the right to direct the vote of a greater number of voting securities for directors (or the equivalent) of the Company than any other person as a result of the event described in this paragraph (B);

        (C)  the consummation of a merger, consolidation, statutory share exchange, sale of all or substantially all of the assets of the Company or similar form of corporate transaction (whether in one transaction or a series of transactions) involving the Company (a "Business Combination"), unless immediately following such Business Combination:

        (I)   more than 50% of the total voting power of (x) the corporation that owns, leases or controls all or substantially all of the assets of the Company resulting from such Business Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors (or the equivalent) of the Surviving Corporation (the "Parent Corporation"), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination);

        (II)  no person (other than (a) one or more Current Debt Holder, (b) any employee benefit plan (or related trust) sponsored or maintained by one or more Current Debt Holder, the Surviving Corporation or the Parent Corporation or (c) a syndicate or group in which one or more Current Debt Holders, collectively, beneficially own a majority of the total voting power of the subject voting securities beneficially owned by such syndicate or group) is or becomes the beneficial owner, directly or indirectly, of more than thirty-three and one-third percent (33 ¹ / 3 %) of the total voting power of the outstanding voting securities eligible to elect directors (or the equivalent) of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation); and

        (III) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (I), (II) and (III) above shall be deemed to be a "Non Qualifying Transaction"); or

        (D)  the Company substantially completes a plan of complete liquidation or dissolution whether in one transaction or a series of transactions;

        (ii)   in connection with the Restructuring, the occurrence of any one of the following events:

        (A)  on the date the Restructuring is consummated, any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than a Current Debt Holder (or a syndicate or group in which one or more Current Debt Holders, collectively, beneficially own a majority of the total voting power of the

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Company Voting Securities beneficially owned by such syndicate or group) is or becomes a "beneficial owner" (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty-three and one-third percent (33 ¹ / 3 %) of the Company Voting Securities and is the largest holder of Company Voting Securities issued in connection with the Restructuring;

        (B)  the consummation of a Business Combination, unless immediately following such Business Combination:

        (I)   more than 50% of the total voting power of (x) the corporation that owns, leases or controls all or substantially all of the assets of the Surviving Corporation, or (y) if applicable, the Parent Corporation, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination);

        (II)  no person (other than (a) one or more Current Debt Holder, (b) any employee benefit plan (or related trust) sponsored or maintained by one or more Current Debt Holder, the Surviving Corporation or the Parent Corporation or (c) a syndicate or group in which one or more Current Debt Holders, collectively, beneficially own a majority of the total voting power of the subject voting securities beneficially owned by such syndicate or group) is or becomes the beneficial owner, directly or indirectly, of more than thirty-three and one-third percent (33 ¹ / 3 %) of the total voting power of the outstanding voting securities eligible to elect directors (or the equivalent) of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation); and

        (III) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination; or

        (C)  the Company substantially completes a plan of complete liquidation or dissolution whether in one transaction or a series of transactions.

        (iii)  the occurrence of any one of the following events prior to the earlier of the date the Restructuring is consummated or December 31, 2005:

        (A)  individuals who, as of the date hereof or as otherwise elected by Quadrangle Group, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director.

        (B)  any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than a Current Debt Holder (or a syndicate or group in which one or more Current Debt Holders beneficially own a majority of the debt of the Company and POAMI beneficially owned by such syndicate or group) is or becomes a "beneficial owner" (as defined in Rule 13d 3 under the Exchange Act as if such rule applied to ownership of debt), directly or indirectly, of more than thirty-three and one-third (33 ¹ / 3 %) of the total debt of the Company and POAMI;

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        (C)  any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than a Current Debt Holder (or a syndicate or group in which one or more Current Debt Holders, collectively, beneficially own a majority of the total voting power of the Company Voting Securities beneficially owned by such syndicate or group) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the Company Voting Securities; or

        (D)  the consummation of a Business Combination, unless immediately following such Business Combination:

        (I)   more than 50% of the total voting power of (x) the corporation that owns, leases or controls all or substantially all of the assets of the Surviving Corporation, or (y) if applicable, the Parent Corporation, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination);

        (II)  no person (other than one or more Current Debt Holder or any employee benefit plan (or related trust) sponsored or maintained by one or more Current Debt Holder (or a syndicate or group in which one or more of such persons, collectively, beneficially own a majority of the total voting power of the subject voting securities beneficially owned by such syndicate or group), the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of more than thirty-three and one-third percent (33 ¹ / 3 %) of the total voting power of the outstanding voting securities eligible to elect directors (or the equivalent) of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation); and

        (III) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination.

It is the intent of the parties that if an event that would constitute a "Change in Control" under this Agreement occurs at POAMI, a "Change in Control" shall have occurred for the purpose of this Agreement. Upon the occurrence of an event described in the preceding sentence, unless the context otherwise requires, for purposes of this Agreement, POAMI shall be substituted for the defined term "the Company" in the definition of "Change in Control" together with appropriate changes to other references in the definition of "Change in Control" to give effect to the parties' intent;

        (e)    "Citicorp Group" means Citibank International plc, any fund that is controlled by the foregoing and, as applicable, their respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by or under common control with such entities), where the assets of each such partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

        (f)     "Current Debt Holders" means Quadrangle Group, Citicorp Group and MacKay Shields Group.

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        (g)    "Date of Termination" means:

        (A)  if Executive's employment is to be terminated for Disability, 30 days after Notice of Termination is given (provided that Executive shall not have returned to the performance of Executive's duties on a full time basis during such 30 day period);

        (B)  if Executive's employment is to be terminated by the Company for Cause or by Executive for Good Reason, the date specified in the Notice of Termination;

        (C)  if Executive's employment is to be terminated by the Company for any reason other than Cause, the date specified in the Notice of Termination, which shall be 90 days after the Notice of Termination is given, unless an earlier date has been expressly agreed to by Executive in writing;

        (D)  if Executive's employment terminates by reason of death, the date of death of Executive; or

        (E)  if Executive's employment is terminated by Executive in a Non Qualifying Termination, the date specified in Executive's Notice of Termination, but not more than 30 days after the Notice of Termination is given, unless expressly agreed to by the Company in writing.

        (h)    "Disability" means termination of Executive's employment by the Company due to Executive's absence from Executive's duties with the Company on a full time basis for at least one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within 30 days after Notice of Termination is given to Executive following such absence Executive shall have returned to the full time performance of Executive's duties.

        (i)     "Good Reason" shall mean termination of Executive's employment by Executive based on any of the following events:

        (A)  any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect (which may be cumulative) with Executive's position(s), duties, responsibilities or status with the Company (including any adverse diminution of such duties or responsibilities), provided, however , that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly due to the Company no longer being a publicly traded entity;

        (B)  the failure to reappoint or reelect Executive to any position held by Executive without Executive's consent;

        (C)  a material breach of this Agreement by the Company or POAMI including but not limited to reduction in Executive's Annual Base Salary (as defined in Section 4(a)) or other reduction in medical, dental, life or disability benefits (except to the extent such reductions apply consistently to all other senior executives); or

        (D)  the relocation by the Company of Executive's principal workplace location more than 50 miles from the workplace location principally used by Executive as of the date hereof.

Executive must provide Notice of Termination of employment within one hundred eighty (180) days following Executive's knowledge of an event or facts constituting Good Reason (or the last of such events or facts if cumulative) or such event or facts shall not constitute Good Reason under this Agreement.

        (j)     "MacKay Group" means MacKay Shields, LLC and any fund that is controlled by the foregoing and, as applicable, their respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by or under common control with such entities), where the assets of each such partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

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        (k)    "Non Qualifying Termination" means a termination of Executive's employment under any circumstances not qualifying as a Qualifying Termination, including without limitation any termination by the Company for Cause, any termination by Executive without Good Reason or for no reason at all or any termination on account of death, Disability or Retirement.

        (l)     "Notice of Termination" means a written notice of termination of employment given by one party to the other party pursuant to Section 16(b).

        (m)   "POAMI" means Protection One Alarm Monitoring, Inc., a Delaware corporation, and its successors and assignees.

        (n)    "Quadrangle Group" means Quadrangle Group LLC, POI Acquisition I, Inc., POI Acquisition, LLC, Quadrangle Master Funding Ltd., any fund that is controlled by the foregoing and, as applicable, their respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by or under common control with such entities), where the assets of each such partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

        (o)    "Qualifying Termination" means a termination of Executive's employment (i) by the Company other than for Cause, including by the Company providing notice of nonrenewal of this Agreement or (ii) by Executive for Good Reason. Termination of Executive's employment on account of death, Disability, Retirement shall not be treated as a Qualifying Termination.

        (p)    "Restructuring" means shall mean any transaction or series of transactions that effectuates any reorganization, recapitalization, consolidation, business combination, merger, or other similar transaction or any transaction that effectuates any material amendment to, or other material change in, the Company's or POAMI's obligations or indebtedness for borrowed money as of the date hereof (including accrued or accreted interest thereon) excluding changes in beneficial ownership of such indebtedness, but including, without limitation, (i) any amendment or modification to the Company's revolving credit facility, 7.375% Senior Unsecured Notes due 2005 or 8.125% Senior Subordinated Notes due 2009 or that modifies any material payment term or any material financial or operating covenant or that provides for a forbearance of any material payment obligation or material covenant, in each case, such that an amount that otherwise would be due and payable (according to its terms, by put, upon default and acceleration or otherwise) is delayed or otherwise extended for at least twelve months or that converts a material amount of the Company's or POAMI's obligations or indebtedness for borrowed money as of the date hereof (including accrued or accreted interest thereon) to equity and/or to a security junior to the claim's existing priority or is otherwise compromised, or any cash tender offer or any combination thereof; or (ii) (A) any merger, consolidation, reorganization, recapitalization, business combination or other transaction pursuant to which the Company is acquired by, or combined with, any person, group of persons, partnership, corporation or other entity other than a Current Debt Holder (an "Acquiror") or (B) the acquisition, directly or indirectly by an Acquiror (or by one or more persons acting together with an Acquiror pursuant to a written agreement or otherwise), in a single transaction or a series of transactions, of (x) all or a preponderance of the assets or operations of the Company, or all or any material portion of any operating division of the Company or (y) all, substantially all, or a majority of the outstanding or newly issued shares of the Company's (or any of its Subsidiary's) capital stock (or any securities convertible into, or options, warrants or other rights to acquire such capital stock); in each case, whether accomplished out-of-court or through the confirmation of any plan of reorganization pursuant to Section 1129 of the United States Bankruptcy Code, whether the requisite consents were obtained in-court or out-of-court.

        (q)    "Retirement" means Executive's termination of his employment on or after his attainment of age 65.

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        (r)    "Subsidiary" means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets upon liquidation or dissolution.

        2.     Employment and Duties.     

        (a)     Term of Employment.     The Company agrees to employ Executive, and Executive agrees to enter into employment with the Company, in accordance with the terms and provisions of this Agreement, for the Term of this Agreement. The execution of this Agreement shall constitute acceptance by Executive and the Company that Executive's employment shall not terminate as a result of any Change in Control prior to the date hereof. Upon termination of Executive's employment (regardless of whether such termination constitutes a Qualifying Termination or Non Qualifying Termination), Executive shall be relieved of any obligation to continue to perform the duties described in Section 2(b) effective as of the Date of Termination. The termination of the employment relationship by either party for any reason or for no reason at all shall not constitute a breach of this Agreement, but certain obligations and benefits shall survive such termination of employment as set forth in Section 19.

        (b)     Duties.     During the period of Executive's employment under this Agreement, Executive shall serve as Vice President, Secretary and General Counsel of the Company. Executive shall devote Executive's full business time and attention to the affairs of the Company and his duties as its Vice President, Secretary and General Counsel. Executive shall have such duties as are appropriate to Executive's position as Vice President, Secretary and General Counsel, will be responsible for legal support in the areas of general corporate documentation, contract drafting, review and compliance, leases, litigation, negotiations, legal research and managing and coordinating cases with outside counsel and shall have such authority as required to enable Executive to perform these duties. Consistent with the foregoing, Executive shall comply with all reasonable instructions of the Chief Financial Officer, Chief Executive Officer and Board of Directors of the Company. Executive shall report to the Chief Financial Officer. In addition, during the period of Executive's employment under this Agreement, Executive may serve as an officer and/or director of a Subsidiary or Subsidiaries if requested to do so by the Board. Executive may resign from the board of directors of any Subsidiaries at any time in his sole and absolute discretion.

        3.     Term of Agreement.     The Term of this Agreement shall commence on the date of this Agreement and shall continue until the earlier of (i) the first anniversary of the date of this Agreement or (ii) the Date of Termination that results from a Qualifying Termination or Non Qualifying Termination. If this Agreement remains in effect through the first anniversary of the date of this Agreement, it shall thereafter be automatically extended for an indefinite number of one (1) year periods unless either party sends written notice to the other party of its intention not to renew at least thirty (30) days prior to expiration of said Term. If the election not to renew is made, this Agreement shall remain in full force and effect for the