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EXHIBIT 10.1
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
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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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