Exhibit 10.13
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 Joseph R. Sanchez (“
Executive ”), Protection One, Inc., a Delaware
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 the Company is a party.
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),
including, but not limited to, retention plans,
