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TO EMPLOYMENT AGREEMENT
SECOND AMENDMENT, dated as of December 3, 2008 (this " Second Amendment ") to the Employment Agreement (the "
Employment Agreement ") between 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, as amended by the
First Amendment to Employment Agreement dated as of February 8, 2005 (the " First Amendment "). This Second Amendment
shall become effective upon the date of hereof (the " Effective Date ").
W I T N E S S E T H :
WHEREAS, Section 22 of the Employment Agreement provides that any modification of any provision of the Employment
Agreement shall be valid only if made in writing and signed by Executive and a duly authorized officer of the Company; and
WHEREAS, the parties hereto desire to amend certain provisions of the Employment Agreement as more fully set forth
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and in consideration of the agreements herein, the parties hereto agree as follows:
(a) Section 4(b) of the Employment Agreement is hereby amended by adding to the end of such section: "Such
bonus shall be paid, if earned, no later than March 15 of the calendar year immediately following the calendar year to
which such bonus relates."
(b) Section 5(a)(A)(III) of the Employment Agreement is hereby removed in its entirety.
(c) Section 5(a)(C) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
"(C) the Company shall continue, for a period of one (1) year (or two (2) years in the event Executive is
entitled to payments under Sections 5(a)(B)(x) and (y)) following Executive's Date of Te