0000912057-01-003946 Sample Contracts

Dear:
Change of Control Agreement • February 2nd, 2001 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware

Protection One, Inc. (the "Company") considers sound management essential to protecting the interests of the Company and its shareholders. The Company recognizes that the possibility of a change in control could arise which may result in the distraction of management to the detriment of the Company and its shareholders. It is important that you be able to advise the Board whether a proposed change in control would be in the best interests of the Company and its shareholders and to take action regarding such proposal as the Board directs, without being influenced by the uncertainties of your own situation.

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