STOCK OPTION AGREEMENT, dated as of July 30, 1997 (the "Stock Option
Agreement"), between Western Resources, Inc., a Kansas corporation (the
"Purchaser"), and Protection One, Inc., a Delaware corporation (the "Company").
WHEREAS, the Purchaser and the Company are entering into a Contribution
Agreement, dated as of the date hereof (the "Contribution Agreement"), which
provides, among other things, that the Purchaser, on the terms and subject to
the conditions thereof, will acquire approximately 80.1% of the shares of Common
Stock, par value $0.01 per share, of the Company (the "Common Stock") on a
fully-diluted basis;
WHEREAS, as a condition to its willingness to enter into the
Contribution Agreement, the Purchaser has requested that the Company grant to
the Purchaser an option to purchase 2,750,238 shares of Common Stock, upon the
terms and subject to the conditions hereof; and
WHEREAS, in order to induce the Purchaser to enter into the
Contribution Agreement, the Company is willing to grant the Purchaser the
requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. The Option; Exercise; Adjustments. (a) Contemporaneously herewith
the Purchaser and the Company are entering into the Contribution Agreement.
Subject to the other terms and conditions set forth herein, the Company hereby
grants to the Purchaser an irrevocable option (the "Option") to purchase
2,750,238 shares of Common Stock (the "Shares"). The purchase price per Share
(the "Purchase Price") shall be $13.50 per Share for each Share purchased prior
to the Closing (as defined in the Contribution Agreement) and $15.50 per Share
for each Share purchased after the Closing (as provided in Section 19 hereof).
(b) Subject to the provisions of Section 1(c), the Option may be
exercised by Purchaser, in whole or in part, at any time or from time to time
following the occurrence of an Exercise Event (as defined below) and prior to
the termination of the Option in accordance with Section 18 hereof; provided
that any purchase of Shares upon exercise of the Option shall be subject to
compliance with applicable law. Notwithstanding the termination of the Option,
Purchaser shall be entitled to purchase the Shares with respect to which it has
exercised the Option in
accordance with the terms hereof prior to the termination of the Option. As used
herein, an "Exercise Event" shall have occurred in the event that (i) any person
(other than Western Resources or any of its Subsidiaries) shall have commenced
(as such term is defined in Rule 14d-2 under the Exchange Act), or shall have
filed a registration statement under the Securities Act with respect to, a
tender offer or exchange offer to purchase any shares of Common Stock such that,
upon consummation of such offer, such person or a "group" (as such term is
defined under the Exchange Act) of which such person is a member shall have
acquired beneficial ownership (as such term is defined in rule 13d-3 of the
Exchange Act), or the right to acquire beneficial ownership, of 20 percent or
more of the then outstanding Common Stock; (ii) the Company or any of its
Subsidiaries shall have authorized, recommended, proposed or publicly announced
an intention to authorize, recommend or propose, or entered into, an agreement
with any person (other than Purchaser or any of its Subsidiaries) to (A) effect
a merger, consolidation or other business combination involving the Company or
any of its subsidiaries, (B) sell, lease or otherwise dispose of assets of the
company or any of its Subsidiaries aggregating 20 percent or more of the
consolidated assets of the Company and its Subsidiaries, taken as a whole, or
(C) issue, sell or otherwise dispose of (including by way of merger,
consolidation, share exchange or any similar transaction) securities
representing 20 percent or more of the voting power of the Company or any of its
Subsidiaries (any of the foregoing, an "Acquisition Transaction"); (iii) any
person (other than Purchaser or any of its Subsidiaries) shall have acquired
beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange
Act) or the right to acquire beneficial ownership of, or any "group" (as such
term is defined under the Exchange Act) shall have been formed which
beneficially owns or has the right to acquire beneficial ownership of, shares of
Common Stock (other than trust account shares) aggregating 20 percent or more of
the then outstanding Common Stock; or (iv) the holders of Common Stock shall not
have approved the Charter Amendment and the Share Issuance (each as defined in
the Contribution Agreement) at the meeting of such shareholder held for the
purpose of voting on the Charter Amendment and the Share Issuance, such meeting
shall not have been held or shall have been cancelled prior to termination of
the Contribution Agreement or the board of directors of the Company shall have
withdrawn or modified in a manner adverse to Purchaser or to Purchaser's ability
to consummate the transactions contemplated by the Contribution Agreement the
recommendation of the board of directors of the Company with
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respect to the Charter Amendment and the Share Issuance, in each case after any
person (other than Purchaser or any of its Subsidiaries) shall have publicly
announced or delivered to the Company a proposal, or disclosed publicly or to
the Company an intention to make a proposal, to engage in an Acquisition
Transaction. As used in this Agreement, "person" shall have the meaning
specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.
(c) In the event the Purchaser wishes to exercise the Option, the
Purchaser shall send a written notice to the Company (the "Stock Exercise
Notice") specifying a date (subject to the HSR Act (as defined below) not later
than 20 business days and not earlier than three business days following the
date such notice is given) for the closing of such purchase. In the event of any
change in the number of issued and outstanding shares of Common Stock by reason
of any stock dividend, stock split, split-up, recapitalization, merger or other
change in the corporate or capital structure of the Company, the number of
Shares subject to this Option and the purchase price per Share shall be
appropriately adjusted to restore the Purchaser to its rights hereunder,
including its right to purchase Shares representing approximately 19.9% of the
capital stock of the Company entitled to vote generally for the election of the
directors of the Company which is issued and outstanding immediately prior to
the exercise of the Option at an aggregate purchase price equal to the Purchase
Price multiplied by 2,750,238; provided, however, that in no event shall any
adjustment be made under this Section 1(c) with respect to any transaction
contemplated or permitted by the Contribution Agreement.
(d) If at any time the Option is then exercisable pursuant to the terms
of Section 1(a) hereof, the Purchaser may elect, in lieu of exercising the
Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to the Company (the "Cash Exercise Notice") specifying a date not later
than 20 business days and not earlier than 10 business days following the date
such notice is given on which date the Company shall pay to the Purchaser an
amount in cash equal to the Spread (as hereinafter defined) multiplied by all or
such portion of the Shares subject to the Option as Purchaser shall specify. As
used herein "Spread" shall mean the excess, if any, over the Purchase Price of
the higher of (x) if applicable, the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by any person pursuant to an Acquisition Proposal (as defined in the
Contribution Agreement) (the "Alternative Purchase Price") or (y) the closing
price of
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the shares of Common Stock on the Nasdaq on the last trading day immediately
prior to the date of the Cash Exercise Notice (the "Closing Price"). If the
Alternative Purchase Price includes any property other than cash, the
Alternative Purchase Price shall be the sum of (i) the fixed cash amount, if
any, included in the Alternative Purchase Price plus (ii) the fair market value
of such other property. If such other property consists of securities with an
existing public trading market, the average of the closing prices (or the
average of the closing bid and asked prices if closing prices are unavailable)
for such securities in their principal public trading market on the five trading
days ending two trading days prior to the date of the Cash Exercise Notice shall
be deemed to equal the fair market value of such property. If such other
property consists of something other than cash or securities with an existing
public trading market and, as of the payment date for the Spread, agreement on
the value of such other property has not been reached, the Alternative Purchase
Price shall be deemed to equal the Closing Price. Upon exercise of its right to
receive cash pursuant to this Section 1(c), the obligations of the Company to
deliver Shares pursuant to Section 3 shall be terminated with respect to such
number of Shares for which the Purchaser shall have elected to be paid the
Spread.
2. Conditions to Delivery of Shares. The Company's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(i) No preliminary or permanent injunction or other order issued by any
federal or state court of competent jurisdiction in the United States
prohibiting the delivery of the Shares shall be in effect; and
(ii) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or
been terminated.
3. The Closing. (a) Any closing hereunder shall take place on the date
specified by the Purchaser in its Stock Exercise Notice or Cash Exercise Notice,
as the case may be, at 9:00 A.M., local time, at the offices of Xxxxxxxx &
Xxxxxxxx, 125 Broad Street, New York, New York, or, if the conditions set forth
in Section 2(i) or 2(ii) have not then been satisfied, on the second business
day following the satisfaction of such conditions, or at such other time and
place as the parties hereto may agree (the "Closing Date"). On the Closing Date,
(i) in the event of a closing pursuant to Section 1(b) hereof, the Company will
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deliver to the Purchaser a certificate or certificates, duly endorsed (or
accompanied by duly executed stock powers), representing the Shares in the
denominations designated by the Purchaser in its Stock Exercise Notice and the
Purchaser will purchase such Shares from the Company at the price per Share
equal to the Purchase Price or (ii) in the event of a closing pursuant to
Section 1(c) hereof, the Company will deliver to the Purchaser cash in an amount
determined pursuant to Section 1(c) hereof. Any payment made by the Purchaser to
the Company, or by the Company to the Purchaser, pursuant to this Stock Option
Agreement shall be made by wire transfer of federal funds to a bank designated
by the party receiving such funds.
(b) The certificates representing the Shares may bear an appropriate
legend relating to the fact that such Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act").
4. Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser that (a) the Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to enter
into and perform this Stock Option Agreement; (b) the execution and delivery of
this Stock Option Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of the Company and this Stock Option Agreement has been duly executed
and delivered by a duly authorized officer of the Company and will constitute a
valid and binding obligation of the Company; (c) the Company has taken all
necessary corporate action to authorize and reserve the Shares issuable upon
exercise of the Option and the Shares, when issued and delivered by the Company
upon exercise of the Option, will be duly authorized, validly issued, fully paid
and non-assessable and free of preemptive rights; and (d) except as otherwise
required by the HSR Act, the execution and delivery of this Stock Option
Agreement by the Company and the consummation by it of the transactions
contemplated hereby do not require the consent, waiver, approval or
authorization of or any filing with any person or public authority and will not
violate, result in a breach of or the acceleration of any obligation under, or
constitute a default under, any provision of any charter or by-law, indenture,
mortgage, lien, lease, agreement, contract, instrument, order, law, rule,
regulation, judgment, ordinance, or decree, or restriction by which the Company
or any of its subsidiaries or any of their respective properties or assets is
bound, except for any breach,
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violation, default, acceleration, creation or change that, individually or in
the aggregate, is not reasonably likely to have a Protection One Material
Adverse Effect (as defined in the Contribution Agreement) or prevent, materially
delay or materially impair the ability of the Company to consummate the
transactions contemplated by this Agreement; and (e) no "fair price",
"moratorium", "control share acquisition" or other form of antitakeover statute
or regulation (including, without limitation, the prohibitions of Section 203 of
the Delaware General Corporation Law) is applicable to the acquisition of Shares
pursuant to this Stock Option Agreement.
5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company that (a) the execution and delivery of
this Stock Option Agreement by the Purchaser and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Purchaser and this Stock Option Agreement
has been duly executed and delivered by a duly authorized officer of the
Purchaser and will constitute a valid and binding obligation of Purchaser; and
(b) the Purchaser is acquiring the Option and, if and when it exercises the
Option, will be acquiring the Shares issuable upon the exercise thereof for its
own account and not with a view to distribution or resale in any manner which
would be in violation of the Securities Act.
6. Quotation of Shares; HSR Act Filings; Governmental Consents. The
Company will promptly file an application to have the Shares quoted on the
Nasdaq and will use all reasonable efforts to obtain approval of such quotation
and to effect all necessary filings by the Company under the HSR Act; provided,
however, that if the Company is unable to effect such quotation on the Nasdaq by
the Closing Date, the Company will nevertheless be obligated to deliver the
Shares upon the Closing Date. Each of the parties hereto will use all reasonable
efforts to obtain consents of all third parties and governmental authorities, if
any, necessary to the consummation of the transactions contemplated hereby.
7. Registration Rights. (a) In the event that the Purchaser shall
desire to sell any of the Shares within three years after the purchase of such
Shares pursuant hereto, and such sale requires, in the opinion of counsel to
the Purchaser, registration of such Shares under the Securities Act, the Company
will cooperate with the Purchaser and any underwriters in registering such
Shares for resale, including, without limitation, promptly filing a
registration statement which complies with the requirements of applicable
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federal and state securities laws, entering into an underwriting agreement with
such underwriters upon such terms and conditions as are customarily contained in
underwriting agreements with respect to secondary distributions; provided that
the Company shall not be required to have declared effective more than two
registration statements hereunder and shall be entitled to delay the filing or
effectiveness of any registration statement for up to 120 days if the offering
would, in the judgment of the Board of Directors of the Company, require
premature disclosure of any material corporate development or otherwise
interfere with or adversely affect any pending or proposed offering of
securities of the Company or any other material transaction involving the
Company.
(b) If the Common Stock is registered pursuant to the provisions of
this Section 7, the Company agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as the Purchaser may from time to time reasonably request and (ii) if
any event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep available for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
the Purchaser such numbers of copies of the registration statement and
prospectus as amended or supplemented as may reasonably be requested. The
Company shall bear the cost of the registration, including, but not limited to,
all registration and filing fees, printing expenses, and fees and disbursements
of counsel and accountants for the Company, except that the Purchaser shall pay
the fees and disbursements of its counsel, the underwriting fees and selling
commissions applicable to the shares of Common Stock sold by the Purchaser. The
Company shall indemnify and hold harmless Purchaser, its affiliates and its
officers and directors from and against any and all losses, claims, damages,
liabilities and expenses arising out of or based upon any statements contained
in, omissions or alleged omissions from, each registration statement filed
pursuant to this paragraph; provided, however, that this provision does not
apply to any loss, liability, claim, damage or expense to the extent it arises
out of any untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Purchaser, its
affiliates, officers or other representatives expressly for use in any
registration statement (or any amendment thereto) or any preliminary prospectus
filed pursuant to this paragraph. The Company
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shall also indemnify and hold harmless each underwriter and each person who
controls any underwriter within the meaning of either the Securities Act or the
Securities Exchange Act of 1934 against any and all losses, claims, damages,
liabilities and expenses arising out of or based upon any statements contained
in, omissions or alleged omissions from, each registration statement filed
pursuant to this paragraph; provided, however, that this provision does not
apply to any loss, liability, claim, damage or expense to the extent it arises
out of any untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the
underwriters expressly for use in any registration statement (or any amendment
thereto) or any preliminary prospectus filed pursuant to this paragraph.
8. Expenses. Each party hereto shall pay its own expenses incurred in
connection with this Stock Option Agreement.
9. Specific Performance. The Company acknowledges that if the Company
fails to perform any of its obligations under this Stock Option Agreement
immediate and irreparable harm or injury would be caused to the Purchaser for
which money damages would not be an adequate remedy. In such event, the Company
agrees that the Purchaser shall have the right, in addition to any other rights
it may have, to specific performance of this Stock Option Agreement.
Accordingly, if the Purchaser should institute an action or proceeding seeking
specific enforcement of the provisions hereof, the Company hereby waives the
claim or defense that the Purchaser has an adequate remedy at law and hereby
agrees not to assert in any such action proceeding the claim or defense that
such a remedy at law exists. The Company further agrees to waive any
requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
10. Profit Limitation. Notwithstanding any other provision of this
Agreement, in no event shall the Purchaser's Total Profit (as hereinafter
defined) exceed $25 million and, if it otherwise would exceed such amount, the
Purchaser, at its sole election, shall either (a) deliver to the Company for
cancellation Shares previously purchased by Purchaser, (b) pay cash or other
consideration to the Company or (c) undertake any combination thereof, so that
Purchaser's Total Profit shall not exceed $25 million after taking into account
the foregoing actions.
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(b) Notwithstanding any other provision of this Agreement, this Option
may not be exercised for a number of Shares as would, as of the date of the
Stock Exercise Notice, result in a Notional Total Profit (as defined below) of
more than $25 million and, if exercise of the Option otherwise would exceed such
amount, the Purchaser, at its discretion, may increase the Purchase Price for
that number of Shares set forth in the Stock Exercise Notice so that the
Notional Total Profit shall not exceed $25 million; provided, that nothing in
this sentence shall restrict any exercise of the Option permitted hereby on any
subsequent date at the Purchase Price set forth in Section 1(a) hereof.
(c) As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount of cash received by
Purchaser pursuant to Section 1(d) and (ii) (x) the net cash amounts received by
Purchaser pursuant to the sale of Shares (or any other securities into which
such Shares are converted or exchanged) to any unafilliated party, less (y) the
Purchaser's Purchase Price for such Shares.
(d) As used herein, the term "Notional Total Profit" with respect to
any number of Shares as to which Purchaser may propose to exercise this Option
shall be the Total Profit determined as of the date of the Stock Exercise Notice
assuming that this Option were exercised on such date for such number of Shares
and assuming that such Shares, together with all other Shares held by Purchaser
and its affiliates as of such date, were sold for cash at the closing market
price for the Common Stock as of the close of business on the preceding trading
day (less customary brokerage commissions).
(e) This Section 10 shall not be applicable with respect to Shares
purchased pursuant to this Stock Option Agreement following the Closing (as
defined in the Contribution Agreement).
11. Notice. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
telecopier or rapifax, upon receipt of oral confirmation that such transmission
has been received, to the person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
person:
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If to the Purchaser:
Western Resources, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Fax: (000) 000-0000
With a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Xxxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Company:
Protection One, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Xx.
Fax: (000) 000-0000
and
Protection One, Inc.
0000 X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxx X. Xxxxx
Fax: (000) 000-0000
With copies to:
Xxxxx X. Xxxxxx
Xxxxxxxx, Xxxxxxxxxx & Xxxxx LLP
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
and
Xxxxxxxxxxx X. Xxxxxx, Esq.
Xxxxx X. Xxxxxxxx, Esq.
Shearman & Sterling
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000
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12. Parties in Interest. This Stock Option Agreement shall inure to the
benefit of and be binding upon the parties named herein and their respective
successors and permitted assigns; provided, however, that such successor in
interest or permitted assigns shall agree to be bound by the provisions of this
Stock Option Agreement. Nothing in this Stock Option Agreement, express or
implied, is intended to confer upon any Person other than the Company or the
Purchaser, or their successors or assigns, any rights or remedies under or by
reason of this Stock Option Agreement.
13. Entire Agreement; Amendments. This Stock Option Agreement, together
with the Contribution Agreement and the other documents referred to therein,
contains the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings, oral or written, with respect to such transactions. This
Stock Option Agreement may not be changed, amended or modified orally, but may
be changed only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge may be sought.
14. Assignment. No party to this Stock Option Agreement may assign any
of its rights or obligations under this Stock Option Agreement without the prior
written consent of the other party hereto, except that the Purchaser may assign
its rights and obligations hereunder to any of its direct or indirect wholly
owned subsidiaries, but no such transfer shall relieve the Purchaser of its
obligations hereunder if such transferee does not perform such obligations.
15. Headings. The section headings herein are for convenience only and
shall not affect the construction of this Stock Option Agreement.
16. Counterparts. This Stock Option Agreement may be executed in any
number of counterparts, each of which, when executed, shall be deemed to be an
original and all of which together shall constitute one and the same document.
17. Governing Law. This Stock Option Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (regardless of
the laws that might otherwise govern under applicable Delaware principles of
conflicts of law).
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18. Termination. The right to exercise the Option granted pursuant to
this Stock Option Agreement shall terminate upon the earliest of (i) in the
event that the Contribution Agreement shall have been terminated prior to any
Exercise Event having occurred, the termination date of the Contribution
Agreement; (ii) in the event that the Closing (as defined in the Contribution
Agreement) shall not have occurred and an Exercise Event shall have occurred, 12
months after the first occurrence of the Exercise Event; and (iii) in the event
that the Closing (as defined in the Contribution Agreement) shall have occurred,
the earlier of (A) 45 days following the last date on which any Protection One
Convertible Notes (as defined in the Contribution Agreement) shall remain
outstanding and (B) October 31, 1999; provided that, if the Option cannot be
exercised or the Shares cannot be delivered to Purchaser upon such exercise by
reason of any applicable judgment, decree or order or because the condition set
forth in Section 2(ii) has not yet been satisfied, the expiration date of the
Option shall be extended until thirty days after such impediment to exercise has
been removed.
19. Limitation on Exercise. Notwithstanding any other provision of this
Stock Option Agreement, following the Closing (as defined in the Contribution
Agreement) and prior to the termination of the Option in accordance with Section
18 hereof, Purchaser shall be entitled to exercise the Option at any time
notwithstanding that no Exercise Event has occurred; provided, that (i) the
Purchase Price for any Share purchased after the Closing shall be $15.50 per
Share, (ii) in no event shall Purchaser be entitled following the Closing to
deliver a Cash Exercise Notice as contemplated by Section 1(c) hereof and (iii)
in no event shall Purchaser be entitled following the Closing to deliver a Stock
Exercise Notice as contemplated in Section 1(b) hereof with respect to any
Shares if, upon issuance of such Shares by the Company, Watchman would be in
violation of Section 3.18 of the Contribution Agreement.
20. Severability. If any term, provision, covenant or restriction of
this Stock Option Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Stock Option Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
21. Public Announcement. The Purchaser will consult with the
representative of the Company and the representative of the Company will consult
with the
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Purchaser before issuing any press release with respect to the initial
announcement of this Stock Option Agreement, the Option or the transactions
contemplated hereby and neither party shall issue any such press release prior
to such consultation except as may be required by law; provided, however, that
neither Purchaser nor the Company shall be required to consult with the other
prior to filing a current report on Form 8-K with the SEC attaching a copy of
this Stock Option Agreement and the initial press release with respect hereto.
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IN WITNESS WHEREOF, the Purchaser and the Company have caused this
Stock Option Agreement to be duly executed and delivered on the day and year
first above written.
WESTERN RESOURCES, INC.
By:
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Title
PROTECTION ONE, INC.
By:
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Title
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