0001047469-05-006829 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware

THIS EMPLOYMENT AGREEMENT (the "Agreement" is entered into as of the 23rd day of July, 2004 by and between Protection One, Inc., a Delaware corporation (the "Company"), Protection One Alarm Monitoring, Inc., a Delaware corporation, and J. Eric Griffin ("Executive").

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • Delaware

FIRST AMENDMENT, dated as of February 8, 2005 (this "First Amendment") to the Employment Agreement (the "Employment Agreement") by and among J. Eric Griffin ("Executive"), Protection One, Inc., 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.

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