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RSUs under the LTISA plan are as follows:
RSUs issued and outstanding at December
31, 2002 are as follows:
An equal number of dividend equivalents
was issued to recipients of stock options and RSUs. Recipients of
RSUs receive dividend equivalents when dividends are paid on shares
of company stock. The value of each dividend equivalent related
to stock options is calculated by accumulating dividends that would
have been paid or payable on a share of company common stock. The
dividend equivalents, with respect to stock options, expire after
nine years from date of grant. The weighted-average fair value at
the grant-date of the dividend equivalents on stock options was
$6.35 in 2002 and $6.28 in 2001.
The fair value of stock options and dividend
equivalents were estimated on the date of grant using the Black-Scholes
Option Pricing model. The model assumed the following at December
31, 2000. There were no options granted in 2002 or 2001.
Protection One Stock Warrants and Options
Protection One has outstanding stock
warrants and options that were considered reissued and exercisable
upon our acquisition of Protection One on November 24, 1997. The
1997 Long-Term Incentive Plan (the LTIP), approved by the Protection
One stockholders on November 24, 1997, provides for the award of
incentive stock options to directors, officers and key employees.
Under the LTIP, 4.2 million shares of Protection One are reserved
for issuance, subject to such adjustment as may be necessary to
reflect changes in the number or kinds of shares of common stock
or other securities of Protection One. The LTIP provides for the
granting of options that qualify as incentive stock options under
the Internal Revenue Code and options that do not so qualify.
Options issued since 1997 have a term
of 10 years and vest ratably over 3 years. The purchase price of
the shares issuable pursuant to the options is equal to (or greater
than) the fair market value of the common stock at the date of the
option grant.
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A summary of warrant and option activity
for Protection One common stock from December 31, 2000 through December
31, 2002 is as follows:

Stock options and warrants of Protection
One issued and outstanding at December 31, 2002 are as follows:

On April 16, 2001, Protection One granted
an option to purchase an aggregate of 875,000 shares of its common
stock to its chief executive officer as part of his employment agreement
with Protection One. The option has a term of ten years and vests
ratably over three years. The purchase price of the shares issuable
pursuant to the option is $1.32 per share while the fair market
value of the common stock at the date of the option grant was $1.79
per share resulting in $0.4 million in deferred compensation expense
amortized over three years. The expense amounts were $0.1 million
and $0.1 million, respectively, for 2002 and 2001.
The weighted average fair value of options
for Protection One stock granted by Protection One estimated on
the date of grant was $1.95 during 2002, $0.98 during 2001 and $1.13
during 2000. The fair value was calculated using the following assumptions:

On April 16, 2001, Protection One granted an option to purchase an
aggregate of 250,000 shares of its common stock to Guardian
International, Inc. (Guardian), in connection with the hiring of
Protection One’s chief executive officer, who was formerly the chief
executive officer of Guardian. The option has a term of ten years and
vests ratably over three years. The purchase price of the shares
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