INTEGRATED ALARM SERVICES
GROUP, INC.
December 29, 2006
Michael T.
Moscinski
63 Old Red Mill
Road
Rensselaer, NY
12144
Transitional Services Agreement
(the “Agreement”)
Dear
Mike:
This letter
sets forth our agreement regarding the terms of your employment by
Integrated Alarm Services Group, Inc. (“IASG”) and
certain other obligations of, and undertakings by, IASG and
you.
1.
Conditions to Obligations . IASG, Protection One, Inc.
(“P1”) and Tara Acquisition Corp. (“Tara”)
propose to enter into a transaction agreement (“Transaction
Agreement”) on December 20, 2006 or such other date as the
parties thereto may agree, pursuant to which, among other things,
IASG shall be merged with Tara and become a wholly owned subsidiary
of P1. The transactions contemplated by the Transaction Agreement
are scheduled to close prior to May 31, 2007 or such other date as
may be agreed to by the parties to the Transaction Agreement (the
“Closing Date”). This Agreement shall be effective only
upon the completion on the Closing Date of the transactions
contemplated by the Transaction Agreement, and if such transactions
are not consummated, this Agreement shall be void ab
initio and without any force or effect. In consideration of
IASG’s obligations under this Agreement, in the event that
this Agreement becomes effective as provided hereunder, you hereby
irrevocably waive any right of payment under the agreement between
you and IASG dated November 22, 2006 (“Existing Employment
Agreement”).
2. Term of
Employment . Your employment with IASG pursuant to this
Agreement shall commence on the Closing Date and shall end on the
date that is six months after the Closing Date, or such earlier
date as determined by IASG in its sole discretion (the
“Transition Period”).
3.
Duties . During the Transition Period, you shall continue to
perform the functions you performed for IASG prior to the Closing
Date and such other duties as are consistent with the foregoing as
may be reasonably and in good faith requested by IASG from time to
time (collectively, the “Employment
Obligations”).
4.
Compensation . In consideration of the performance by you of
the Employment Obligations, IASG will pay to you during the
Transition Period the monthly base compensation at the monthly rate
paid to you by IASG immediately prior to the Closing Date. In
addition, IASG shall pay to you a bonus in the amount of $450,000
six months after the Closing Date.
5.
Benefits . During the Transition Period, IASG shall provide
you with benefits on the same basis as benefits are generally made
available to other senior executives of IASG, including, without
limitation, medical, dental, vision, disability and life insurance
and retirement benefits. You shall be entitled to four weeks of
paid vacation.. The extent to which unused paid time off from one
year shall be carried forward to any later year shall be governed
by IASG's paid time off policy in effect from time to time. Upon
separation of employment, for any reason, paid time off accrued and
not used shall be paid in accordance with IASG's paid time off
policy then in effect, and the determination of the amount of paid
time off accrued and not used shall be
