Amended and Restated Restricted Class C Unit Award Agreement between Allied Security Holdings LLC and William C. Whitmore

  ALLIED SECURITY HOLDINGS LLC AMENDED AND RESTATED RESTRICTED CLASS C UNIT AWARD AGREEMENT Name of Member: William C. Whitmore Restricted Units: 20,000.00 Time Based C Units 20,000.00 Performance C Units Original Grant Date: February 19, 2003 Date Restricted Time Based C Units Restrictions 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 Units Restrictions 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) the Restricted Time Based C Units shall vest according to the schedule set forth above provided that the Member is employed by SpectaGuard Holding Corporation, f/k/a/ Gryphon SpectaGuard II, Inc. ("Holding") or any of its affiliates on the applicable vesting date and (ii) the Restricted Performance C Units shall vest according to the schedule set forth above provided that the member is employed by Holding or any of its affiliates on the applicable vesting date and provided further that the Company achieves certain EBITDA targets for the applicable year as described in the Employment Agreement.  This Restricted Unit Award Agreement (this "Agreement") dated as of the Original Grant Date, as amended on August 2, 2004, by and between the Allied Security Holdings LLC (the "Company") and the Member pursuant to the terms of the employment agreement between the Member and Holding (the "Employment Agreement") and the Operating Agreement of Allied Security Holdings LLC (the "LLC Agreement"). The Member and the Company hereby agree as follows: 1. The Company hereby grants to the Member an award of Restricted Units as set forth in Exhibit A hereto. 2. The grant of this award is conditioned upon the execution by the Member of the LLC Agreement. This award is subject in its entirety to, and incorporates by reference, all the terms and conditions of the Employment Agreement and the LLC Agreement. 3. Restricted Units granted hereby shall not be transferable except as provided in the LLC Agreement. 4. Defined terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Employment Agreement. This Agreement is made under and subject to all of the provisions of the Employment Agreement and the LLC Agreement, and all of the provisions of the Employment Agreement and the LLC Agreement are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Employment Agreement or the LLC Agreement, the provisions of the Employment Agreement and the LLC Agreement, as applicable, will govern. By signing this Agreement, the Member accepts and agrees to all of the foregoing terms and provisions and to all of the terms and provisions of the LLC Agreement and confirms that he has received a copy of the LLC Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized representative and the Member has hereunto set his hand as of the Original Grant Date, as amended and restated on August 2, 2004. ALLIED SECURITY HOLDINGS LLC: By: /s/ William A. Torzolini ---------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer /s/ William C. Whitmore ---------------------------- William C. Whitmore 2