XXXREAS the Trust is registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as an open-end, series management investment company; and
XXXREAS on even date herewith the Company executed and delivered to the Holder that certain Consulting Agreement (the "Consulting Agreement") whereby the Company has agreed to issue to the Holder 1,000,000 shares of the Company's common stock, no par value per share (the "Company Common Stock"), in payment for services as described in the Consulting Agreement; and
XXXREAS. Consultant is skilled in providing legal services, and has provided legal services to Company in the past;
XXXREAS the Fund is regxxxxxxx xxxx xhe Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
XXXREAS the Company's Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company's management, including Employee, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a Change in Control (as defined herein) of the Company:
XXXREAS the Trust is rexxxxxxxx xxxx the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
XXXREAS the Company desires to afford the Optionee the opportunity to purchase shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company.
XXXREAS concurrently herewith, the Parent; Protection One Acquisition Holding Corporation, a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Parent ("New Parent"); P-1 Merger Sub, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts and a wholly owned subsidiary of New Parent ("Merger Sub I"); P-1 Merger Sub, Inc., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of New Parent ("Merger Sub II"); and Lifeline Systems, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the "Company"), are entering into an Agreement and Plan of Contribution and Merger (as it may be amended from time to time in the future in accordance with its terms, the "Merger Agreement"), providing for, among other things, the merger of Merger Sub I with and into the Company (the "Company Merger"), with the Company being the entity surviving the Company Merger and continuing after the Company Merger as a wholly owned subsidiary of New Parent;
XXXREAS. PMA Capital and Executive entered into the Executive Employment Agreement (the "Employment Agreement") effective as of March 15, 2004;
