Restricted Class C Unit Award Agreement

ALLIED SECURITY HOLDINGS LLC AMENDED AND RESTATED RESTRICTED CLASS C UNIT AWARD AGREEMENTName of Member: William C. WhitmoreRestricted Units: 20,000.00 Time Based C Units 20,000.00 Performance C UnitsOriginal Grant Date: February 19, 2003Date Restricted Time Based C UnitsRestrictions Lapse: 4,000.00 Units, on December 31, 2003, 4,000.00 Units, on December 31, 2004, 4,000.00 Units, on December 31, 2005, 4,000.00 Units, on December 31, 2006, 4,000.00 Units, on December 31, 2007.Date Restricted Performance C UnitsRestrictions Lapse: 4,000.00 Units, on December 31, 2003, 4,000.00 Units, on December 31, 2004, 4,000.00 Units, on December 31, 2005, 4,000.00 Units, on December 31, 2006, 4,000.00 Units, on December 31, 2007.Except to the extent provided otherwise in the Employment Agreement, (i) theRestricted Time Based C Units shall vest according to the schedule set forthabove provided that the Member is employed by SpectaGuard Holding Corporation,f/k/a/ Gryp ...