STOCKHOLDERS AGREEMENTStockholders Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
STOCKHOLDERS AGREEMENT, dated as of February 8, 2005, by and among Quadrangle Master Funding Ltd, a Cayman Islands limited company (together with any of its Affiliates that receive Common Shares in a Permitted Transfer (as defined below), “QDRF”), POI Acquisition, LLC, a Delaware limited liability company (together with any of its Affiliates that receive Common Shares in a Permitted Transfer, “POI Acquisition”), and Protection One, Inc., a Delaware corporation (the “Company”). Each of QDRF and POI Acquisition is referred to individually as a “Stockholder” and, collectively, as the “Stockholders”.
OPTION AGREEMENTOption Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services
Protection One, Inc. (the “Company”), pursuant to its 2004 Stock Option Plan (the “Plan”), hereby grants to the Participant Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan; provided that (A) the terms “Permissible Distribution Event” and “Qualified Sale” shall have the meaning set forth in the Protection One, Inc. Stock Appreciation Rights Plan, and (B) the term “Qualifying Termination” shall have the meaning set forth in the Employment Agreement dated July 23, 2004 between the Company and the Participant, provided Section 1(i)(E) of such Employment Agreement shall be disregarded for purposes of determining whether or not a “Qualifying Termination” has occurred for purposes of this Op
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
This MANAGEMENT STOCKHOLDER’S AGREEMENT (this “Agreement”) is entered into as of February 8, 2005 (the “Effective Date”) by and among Protection One, Inc., a Delaware corporation (the “Company”), POI Acquisition, L.L.C., a Delaware limited liability company (“POI Acquisition”), Quadrangle Master Funding Ltd, a Cayman Islands limited liability company (“QDRF”) and the undersigned person (the “Management Stockholder”) (the Company, POI Acquisition, QDRF and the Management Stockholder being hereinafter collectively referred to as the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2005, by and among Quadrangle Master Funding Ltd, a Cayman Islands limited company (“QDRF”), POI Acquisition, LLC, a Delaware limited liability company (“POI Acquisition”), and Protection One, Inc., a Delaware corporation (the “Company”), and each other Person who becomes a Holder (as defined below) hereunder.
Grant AgreementGrant Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services
