8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported)              August 31, 2005

Protection One, Inc.	Protection One Alarm Monitoring, Inc.
(Exact Name of Registrant as Specified in Charter)	(Exact Name of Registrant as Specified in Charter)
Delaware	Delaware
(State or Other Jurisdiction of Incorporation)	(State or Other Jurisdiction of Incorporation)
1-12181-01	1-12181
(Commission File Number)	(Commission File Number)
93-1063818	93-1065479
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
1035 N. 3rd St. Suite 101 Lawrence, Kansas 66044	1035 N. 3rd St. Suite 101 Lawrence, Kansas 66044
(Address of Principal Executive Offices, Including Zip Code)	(Address of Principal Executive Offices, Including Zip Code)
(785) 575-1707	(785) 575-1707
(Registrant’s Telephone Number, Including Area Code)	(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchage Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02  Termination of a Material Definitive Agreement

Effective as of the close of business on August 31, 2005, Steven V. Williams resigned as Executive Vice President of Protection One, Inc. (“Protection One”) and President of Network Multifamily Security Corporation, an indirect, wholly owned subsidiary of Protection One.  Mr. Williams resigned in connection with Protection One’s ongoing efforts to streamline its internal organizational structure. Mr. Williams’ Employment Agreement (as amended, the “Employment Agreement”) terminated in accordance with its terms effective as of August 31, 2005.

The Employment Agreement contains terms and conditions regarding Mr. Williams’ employment with Protection One, including salary, duties, employment benefits and severance benefits.  Pursuant to the terms of the Employment Agreement, Mr. Williams will be entitled to, among other things, a lump sum cash payment of approximately $1,195,014, which amount includes (1) a pro rata portion of his bonus for the 2005 fiscal year (as calculated in accordance with the Employment Agreement), (2) the cash equivalent of any accrued paid time off, and (3) 2.0 times the sum of Mr. Williams’ base salary and average annual incentive bonus during the prior three years.  Under the terms of the options granted to Mr. Williams under the Protection One 2004 Stock Option Plan, Mr. Williams was credited with an additional nine months of vesting service in connection with his termination.  Also, pursuant to the terms of the Employment Agreement, Protection One will provide Mr. Williams with an additional lump sum cash payment in lieu of certain medical, dental and life insurance benefits.

In addition, under the terms of the Employment Agreement, if a change in control (as defined in the Employment Agreement) of Protection One were to occur within four months following Mr. Williams’ resignation, then Mr. Williams would receive an additional lump sum cash payment equal to the sum of his base salary and average annual incentive bonus during the prior three years.

In consideration for such payments and benefits, Mr. Williams shall be subject to certain restrictions contained in the Employment Agreement, including those regarding non-competition, non-solicitation and non-disclosure.

The description of the Employment Agreement contained in this Item 1.02 is hereby qualified in its entirety by reference to the original Employment Agreement, dated as of July 23, 2004 and filed as Exhibit 10.4 to Protection One’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, and the First Amendment to the Employment Agreement, dated as of February 8, 2005 and attached hereto as Exhibit 10.1, each of which is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1            First Amendment to the Employment Agreement, dated as of February 8, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROTECTION ONE, INC.
Date: September 7, 2005	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer
	PROTECTION ONE ALARM
	MONITORING, INC.
Date: September 7, 2005	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO EMPLOYMENT AGREEMENT

FIRST AMENDMENT, dated as of February 8, 2005 (this “First Amendment”) to the Employment Agreement (the “Employment Agreement”) by and among Steven V. Williams (“Executive”), Protection One, Inc., a Delaware corporation, Network Multi-Family Security Corporation, 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.

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 herein.

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:

1.Defined Terms.

(a)Unless otherwise stated herein, all capitalized terms have the meanings ascribed to them in the Employment Agreement.

(b)For purposes of this Agreement, “Exchange Agreement” means that certain Exchange Agreement, dated as of November 12, 2004, to which Protection One, Inc. and Protection One Alarm Monitoring, Inc., among others, are parties.

2.Amendments.

(a)Section 4(c) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(c)Benefit Programs.  During the period of Executive’s employment under this Agreement, Executive shall be eligible to participate in all employee benefit plans and programs of the Company from time to time in effect for the benefit of senior executives of the Company (subject to meeting generally applicable participation requirements under the applicable plan or program), including, but not limited to, retention plans, stock option plans, restricted stock grants, 401(k) plans, group life insurance, hospitalization and surgical and major medical coverages, sick leave, employee stock purchase plans, car allowances, vacations

and holidays, long-term disability, and such other benefits as are or may be made available from time to time to senior executives of the Company. For purposes of this Section 4(c), the term “the Company” shall also include POAMI.”

(b)Section 5(a)(D) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(D)Executive’s rights with respect to all outstanding stock options, stock appreciation rights and other equity based awards (“Awards”) in connection with any termination of employment, including a Qualifying Termination, shall be governed exclusively by the terms of the Protection One, Inc. 2004 Stock Option Plan, the Protection One, Inc. Stock Appreciation Rights Plan and the grant and option agreements provided thereunder (provided, for the avoidance of doubt, that this Section 5(a)(D) shall not be construed to affect or modify the application of Section 6 of this Agreement).”

3.GOVERNING LAW; VALIDITY.  THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS FIRST AMENDMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS FIRST AMENDMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

4.Full force and effect of Employment Agreement.  Except as specifically modified herein, all other provisions of the Employment Agreement shall remain in full force and effect in accordance with its terms. All references in the Employment Agreement to “this Agreement” shall be deemed to refer to the Employment Agreement as amended by this First Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of Protection One, Inc., the Company and Protection One Alarm Monitoring, Inc. has caused this Agreement to be executed by a duly authorized representative of Protection One, Inc., the Company and Protection One Alarm Monitoring, Inc. and Executive has executed this Agreement as of the day and year first above written.

PROTECTION ONE, INC.
By:		/s/ Richard Ginsburg
		Name: Richard Ginsburg
		Title: Present and CEO
PROTECTION ONE ALARM MONITORING, INC.
By:		/s/ Richard Ginsburg
		Name: Richard Ginsburg
		Title: President and CEO
NETWORK MULTI-FAMILY SECURITY CORPORATION
By:		/s/ Richard Ginsburg
		Name: Richard Ginsburg
		Title: Chairman
	/s/ Steven V. Williams
	Steven V. Williams