Exhibit
10.1
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 Steven V.
Williams (“ Executive ”), Protection
One, Inc., a Delaware corporation, Network Multi-Family
Security Corporation, 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 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 th
