LOJACK CORP
FORM OF CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.NN
<SEQUENCE>10
<FILENAME>dex10nn.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT
<TEXT>
<PAGE>

                                  EXHIBIT 10nn.

Form of Change of Control Agreement executed by the following executive
officers of the registrant:

     Peter J. Conner

     Kevin M. Mullins

     William R. Duvall

<PAGE>

                                  Date:
                                        ---------------------

Employee:

-----------------------------

-----------------------------

-----------------------------

Dear                         :
     ------------------------

        LoJack Corporation, a Massachusetts corporation (the "Company"),
considers the establishment and maintenance of a sound and vital management to
be essential to protecting and enhancing the best interests of the Company and
its shareholders. In this connection, the Company recognizes that, as is the
case with many publicly held corporations, the possibility of a change in
control may arise and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its shareholders.
Accordingly, the Board of Directors of the Company (the "Board") has determined
that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management to their
assigned duties without distraction in circumstances arising from the
possibility of a change in control of the Company. In particular, the Board
believes it important, should the Company or its shareholders receive a proposal
for transfer of control of the Company, that you be able to assess and advise
the Board whether such proposal would be in the best interests of the Company
and its shareholders and to take such other action regarding such proposal as
the Board might determine to be appropriate, without being influenced by the
uncertainties of your own situation.

        In order to induce you to remain in the employ of the Company, this
letter agreement, which has been approved by the Board, sets forth the severance
benefits which the Company agrees will be provided to you in the event your
employment with the Company is terminated subsequent to a "Change in Control" of
the Company under the circumstances described below.

        1.      Agreement to Provide Services: Right to Terminate.

                (i)     Except as otherwise provided in paragraph (ii) below,
        the Company or you may terminate your employment at any time, subject to
        the Company's providing the benefits hereinafter specified in accordance
        with the terms hereof.

                (ii)    In the event a tender offer or exchange offer is made by
        a Person (as hereinafter defined) for more than 35% of the combined
        voting power of the Company's outstanding securities ordinarily having
        the right to vote at elections of directors ("Outstanding Company Voting
        Securities"), including shares of common stock ($.01 par value) of the
        Company (the "Stock"), you agree that you will not leave the employ of
        the Company (other than as a result of Disability or upon Retirement, as
        such terms are hereinafter defined) and will render the services
        contemplated in the recitals to this Agreement until such tender offer
        or exchange offer has been abandoned or terminated or a Change in
        Control of the Company, as defined in Section 3 hereof, has occurred.
        For purposes of this Agreement, the term "Person" shall mean and include
        any individual, corporation, partnership, group, association or other
        "person," as such term is defined in Section 3(a)(9) and as used in
        Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange
        Act"), other than the Company, a wholly-owned subsidiary of the Company
        or any employee benefit plan(s) sponsored by the Company or a subsidiary
        of the Company.

        2.      Term of Agreement. This Agreement shall commence on the date
hereof and shall continue in effect until February 28, 2004; provided, however,
that this Agreement shall continue in effect for a period of twenty-four (24)
months after a Change in Control of the Company, as defined in Section 3 hereof,
if such Change in Control shall have occurred during the term of this Agreement.
Notwithstanding anything in this Section 2 to the contrary, this Agreement shall
terminate if you or the Company terminates your employment prior to a Change in
Control of the Company as provided in Section 1 (i) above.

        3.      Change in Control. For the purposes of this Agreement a "Change
in Control" shall mean:

<PAGE>

                (i)     The acquisition by any Person of beneficial ownership
        (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
        35% or more of either (i) the then outstanding shares of the Stock or
        (ii) the combined voting power of the Outstanding Company Voting
        Securities; provided, however, that the following acquisitions shall not
        constitute a Change of Control: (A) any acquisition directly from the
        Company (excluding an acquisition by virtue of the exercise of a
        conversion privilege), (B) any acquisition by the Company or by any
        corporation controlled by the Company; (C) any acquisition by any
        employee benefit plan (or related trust) sponsored or maintained by the
        Company or any corporation controlled by the Company; or (D) any
        acquisition by any corporation pursuant to a consolidation or merger,
        if, following such consolidation or merger, the conditions described in
        clauses (i), (ii) and (iii) of subsection (c) of this paragraph are
        satisfied; or

                (ii)    Individuals who constitute the Board as of the date
        hereof, (the "Incumbent Board") ceasing for any reason to constitute at
        least a majority of the Board; provided, however, that any individual
        becoming a director (other than a director designated by a Person who
        has entered into an agreement with the Company to effect a transaction
        described in clauses (a) or (c) of this Section) subsequent to the date
        hereof whose election, or nomination for election by the Company's
        shareholders, was approved by a vote or resolution of at least a
        majority of the directors then composing the Incumbent Board shall be
        considered as though such individual were a member of the Incumbent
        Board, but excluding, for this purpose, any such individual whose
        initial assumption of office occurs as a result of either an actual or
        threatened election contest (as such terms are used in Rule 14a-1l of
        Regulation 14A promulgated under the Exchange Act) or other actual or
        threatened solicitation of proxies or consents by or on behalf of a
        Person other than the Board; or

                (iii)   Adoption by the Board of a resolution approving an
        agreement of consolidation of the Company with or merger of the Company
        into another corporation or business entity in each case, unless,
        following such consolidation, or merger, (i) more than 60% of,
        respectively, the then outstanding shares of common stock of the
        corporation resulting from such consolidation or merger and/or the
        combined voting power of the then outstanding voting securities of such
        corporation or business entity entitled to vote generally in the
        election of directors (or other persons having the general power to
        direct the affairs of such entity) is then beneficially owned, directly
        or indirectly, by all or substantially all of the individuals and
        entities who were the beneficial owners, respectively, of the Stock and
        Outstanding Company Voting Securities immediately prior to such
        consolidation or merger in substantially the same proportions as their
        ownership, immediately prior to such consolidation or merger, of the
        Stock and Outstanding Company Voting Securities, as the case may be,
        (ii) no Person (excluding the Company, any employee benefit plan (or
        related trust) of the Company or such corporation or other business
        entity resulting from such consolidation or merger and any Person
        beneficially owning, immediately prior to such consolidation or merger,
        directly or indirectly, 35% or more of the Stock or Outstanding Company
        Voting Securities, as the case may be) beneficially owns, directly or
        indirectly, 35% or more of, respectively, the then outstanding shares of
        common stock of the corporation resulting from such consolidation or
        merger and/or the combined voting power of the then outstanding voting
        securities of such corporation or business entity entitled to vote
        generally in the election of its directors (or other persons having the
        general power to direct the affairs of such entity) and (iii) at least a
        majority of the members of the board of directors (or other group of
        persons having the general power to direct the affairs of the
        corporation or other business entity) resulting from such consolidation
        or merger were members of the Incumbent Board at the time of the
        execution of the initial agreement providing for such consolidation or
        merger; provided, that any right to receive compensation pursuant to
        Section 5 below which shall vest by reason of the action of the Board
        pursuant to this subsection (c) shall be divested upon (A) the rejection
        of such agreement of consolidation or merger by the stockholders of the
        Company or (B) its abandonment by either party thereto in accordance
        with its terms; or

                (iv)    Adoption by the requisite majority of the whole Board,
        or by the holders of such majority of Stock of the Company as is
        required by law or by the Certificate of incorporation or By-Laws of the
        Company as then in effect, of a resolution or consent authorizing (i)
        the dissolution of the Company or (ii) the sale or other disposition of
        all or substantially all of the assets of the Company, other than to a
        corporation or other business entity with respect to which, following
        the such sale or other disposition, (A) more than 60% of, respectively,
        the then outstanding shares of common stock of such corporation and/or
        the combined voting power of the outstanding voting securities of such
        corporation or other entity to vote generally in the election of its
        directors (or other persons have the general power to direct its
        affairs) is then beneficially owned, directly or indirectly, by all or
        substantially all of the individuals and entities who were the:
        beneficial owners, respectively, of the Stock and Outstanding Company
        Voting Securities immediately prior to such sale or other disposition in
        substantially the same proportion as their ownership, immediately prior
        to such sale or other disposition, of the Stock and/or Outstanding
        Company Voting Securities, as the case may be, (B) no Person (excluding
        the Company and any employee benefit plan (or related trust) of the
        Company or such corporation or other business entity and any Person
        beneficially owning, immediately prior to such sale or other
        disposition, directly or indirectly, 35% or more of the Stock and/or
        Outstanding Company

<PAGE>

        Voting Securities, as the case may be) beneficially owns, directly or
        indirectly, 35% or more of, respectively, the then outstanding shares of
        common stock of such corporation and/or the combined voting power of the
        then outstanding voting securities of such corporation or other business
        entity entitled to vote generally in the election of directors (or other
        persons having the general power to direct its affairs), and (C) at
        least a majority of the members of the board of directors or group of
        persons having the general power to direct the affairs of such
        corporation or other entity were members of the Incumbent Board at the
        time of the execution of the initial agreement of action of the Board
        providing for such sale or other disposition of assets of the Company;
        provided, that any right to receive compensation pursuant to Section 5
        below which shall vest by reason of the action of the Board or the
        stockholders pursuant to this subsection shall be divested upon the
        abandonment by the Company of such dissolution, or such sale of or other
        disposition of assets, as the case may be.

        Notwithstanding anything in the foregoing to the contrary, no Change in
Control shall be deemed to have occurred for purposes of this Agreement by
virtue of any transaction which results in you, or a group of Persons which
includes you acquiring, directly or indirectly, 35% or more of the combined
voting power of the Company's Outstanding Voting Securities.

4.   Termination Following a Change in Control. If any of the events described
     in Section 3 hereof constituting a Change in Control of the Company shall
     have occurred, you shall be entitled to the benefits provided in Section 5
     hereof upon the termination of your employment with the Company within
     twenty- four (24) months after such events, unless such termination is (a)
     because of your death, or (b) by the Company for Cause, Disability or
     Retirement or (c) by you other than for Good Reason (as all such
     capitalized terms are hereinafter defined)..

               (i) Disability. Termination by the company of your employment
          based on "Disability" shall mean termination because of your absence
          from your duties with the Company on a full time basis for one hundred
          twenty (120) consecutive days as a result of your incapacity due to
          physical or mental illness, unless within thirty (30) days after
          Notice of Termination (as hereinafter defined) is given to you
          following such absence you shall have returned to the full time
          performance of your duties.

               (ii) Retirement. Termination by you or by the Company of your
          employment based on "Retirement" shall mean termination on or after
          your normal retirement date as defined in the Company's Pension Plan
          (or any successor or substitute plan or plans of the Company put into
          effect prior to a change in control) (the "Pension Plan").

               (iii) Cause. Termination by the Company of your employment for
          "Cause" shall mean termination upon (a) the willful and continued
          failure by you to perform substantially your duties with the Company
          (other than any such failure resulting from your incapacity due to
          physical or mental illness) after a demand for substantial performance
          is delivered to you by an officer or other person authorized by the
          Board to act on its behalf in this matter which specifically
          identifies the manner in which it is believed that you have not
          substantially performed your duties, or (b) the willful engaging by
          you in illegal conduct which is materially and demonstrably injurious
          to the Company. For purposes of this paragraph (iii), no act, or
          failure to act, on your part shall be considered "willful" unless
          done, or omitted to be done, by you without reasonable belief that
          your action or omission was in, or not opposed to, the best interests
          of the Company. Any act, or failure to act, based upon authority given
          pursuant to a resolution duly adopted by the Board or based upon the
          advice of counsel for the Company shall be conclusively presumed to be
          done, or omitted to be done, by you in good faith and in the best
          interests of the Company. It is also expressly understood that your
          attention to matters not directly related to the business of the
          Company shall not provide a basis for termination for Cause so long as
          the Board has approved your engagement in such activities.
          Notwithstanding the foregoing, you shall not be deemed to have been
          terminated for Cause unless and until there shall have been delivered
          to you a copy of a resolution duly adopted by the affirmative vote of
          not less than two-thirds of the entire membership of the Board at a
          meeting of the Board called and held for the purpose (after reasonable
          notice to you and an opportunity for you, together with your counsel,
          to be heard before the Board), finding that in the good faith opinion
          of the Board you were guilty of the conduct set forth above in (a) or
          (b) of this paragraph (iii) and specifying the particulars thereof in
          detail.

               (iv) Good Reason. Termination by you of your employment for "Good
          Reason" shall mean termination based on:

     (A) a determination by you, in your reasonable judgment, that there has
been an adverse change in your status or position(s) as an officer or management
employee of the Company as in effect immediately prior to the change in control,
including, without limitation, any adverse change in your status or position as
an employee of the Company as a result of a diminution in your duties or
responsibilities (other than, if applicable, any such change directly
attributable to the fact that the Company is no longer publicly owned) or the
assignment to you of any duties or responsibilities which are inconsistent with
such status or position(s), or any removal of you from or any failure to
reappoint or reelect you to such position(s) (except in connection with the
termination of your employment for Cause, Disability or Retirement or as a
result of your death or by you other than for Good Reason);

     (B) a reduction by the Company in your base salary as in effect immediately
prior to the change in control;

     (C) the failure by the Company to continue in effect any Plan (as
hereinafter defined, excluding any stock option plan) in which you are
participating at the time of the change in control of the Company (or Plans
providing you with at least substantially similar benefits) other than as a
result of the normal expiration of any such Plan in accordance with its terms as
in effect at the time of the change in control, or the taking of any action, or
the failure to act, by the Company which would adversely affect your continued
participation in any of such Plans on at least as favorable a basis to you as is
the case on the date of the change in control or which would materially reduce
your benefits in the future under any of such Plans or deprive you of any
material benefit enjoyed by you at the time of the change in control;

     (D) the failure by the Company to provide and credit you with the number of
paid vacation days to which you are then entitled in accordance With the
Company's normal vacation policy as in effect immediately prior to the change in
control;

     (E) the Company's requiring you to be based at an office that is greater
than 50 miles from where your office is located immediately prior to the change
in control except for required travel on the Company's business to an extent
substantially consistent with the business travel obligations which you
undertook on behalf of the Company prior to the change in control;

     (F) the failure by the Company to obtain from any Successor (as hereinafter
defined) the assent to this Agreement contemplated by Section 6 hereof;

     (G) any purported termination by the Company of your employment which is
not effected pursuant to a Notice of Termination satisfying the requirements of
paragraph (v) below (and, if applicable, paragraph (iii) above); and for
purposes of this Agreement, no such purported termination shall be effective; or

     (H) any refusal by the Company to continue to allow you to attend to
matters or engage in activities not directly related to the business of the
Company which, prior to the change in control, you were permitted by the Board
to attend to or engage in.

     For purposes of this Agreement, "Plan" shall mean any compensation plan
such as an incentive, stock option or restricted stock plan or any employee
benefit plan such as a thrift, pension, profit sharing, medical, disability,
accident, life insurance plan or a relocation plan or policy or any other plan,
program or policy of the Company intended to benefit employees. Notwithstanding
anything contained in this Agreement to the contrary, a termination by the first
event constituting a change in control shall be deemed to be a termination for
Good Reason for purposes of this Agreement.

               (v) Notice of Termination. Any purported termination by the
          Company or by you following a Change in Control shall be communicated
          by written Notice of Termination to the other party hereto. For
          purposes of this Agreement, a "Notice of Termination" shall mean a
          notice which shall indicate the specific termination provision in this
          Agreement relied upon.

               (vi) Date of Termination. "Date of Termination" following a
          Change in Control shall mean (A) if your employment is to be
          terminated for Disability, thirty (30) days after Notice of
          Termination is given (provided that you shall not have returned to the
          performance of your duties on a full-time basis during such thirty
          (30) day period), (B) if your employment is to be terminated by the
          Company for Cause or by you pursuant to sections 4(iv)(F) and 6 hereof
          or for any other good reason the date specified in the Notice of
          Termination, or (C) if your employment is to be terminated by the
          Company for any reason other than Cause, the date specified in the
          Notice of Termination, which in no event shall be a date earlier than
          ninety (90) days after the date on which a Notice of Termination is
          given, unless an earlier date has been expressly agreed to by you in
          writing either in advance of, or after, receiving such Notice of
          Termination.

               (vii) In the case of termination by the Company of your
          employment for Cause, if you have not previously expressly agreed in
          writing to the termination, then within thirty (30) days after receipt
          by you of the Notice of Termination with respect thereto, you may
          notify the Company that a dispute exists concerning the termination,
          in which event the Date of Termination shall be the date set either by
          mutual written agreement of the parties or by, the arbitrators in a
          proceeding as provided in Section 13 hereof. During the pendency of
          any such dispute, the Company will continue to pay you your full
          compensation in effect just prior to the time the Notice of
          Termination is given (or, if higher, as in effect immediately prior to
          the change in control) and until the dispute is resolved in accordance
          with Section 13.


<PAGE>

        5.      Compensation Upon Termination or During Disability;
other Agreements.

               (i) During any period following a change in control of the
          Company that you fail to perform your duties as a result of incapacity
          due to physical or mental illness, you shall continue to receive your
          salary at the rate then in effect and any benefits or awards under any
          Plans shall continue to accrue during such period, to the extent not
          inconsistent with such Plans, until your employment is terminated
          pursuant to and in accordance with paragraphs 4(i) and 4(vi) hereof.
          Thereafter, your benefits shall be determined in accordance with the
          Plans then in effect.

               (ii) If your employment shall be terminated for Cause following a
          change in control of the Company, the Company shall pay you your
          salary through the Date of Termination at the rate in effect just
          prior to the time a Notice of Termination is given plus any benefits
          or awards (including both the cash and stock components) which
          pursuant to the terms of any Plans have been earned or become payable,
          but which have not yet been paid to you. Thereupon the Company shall
          have no further obligations to you under this Agreement,

               (iii) Subject to Section 8 hereof, if, within twenty-four (24)
          months after a Change in Control of the Company, as defined in Section
          3 above, shall have occurred, your employment by the Company shall be
          terminated (a) by the Company other than for Cause, Disability or
          Retirement or (b) by you for any Good Reason, then the Company shall
          pay to you, no later than the fifth day following the Date of
          Termination, without regard to any contrary provisions of any Plan,
          the following:

        (A) (x) your salary through the Date of Termination at the rate in
effect just prior to the time a Notice of Termination is given (or, if higher,
as in effect immediately prior to the Change in Control) and (y) any benefits or
awards (including both the cash and stock components) which pursuant to the
terms of any Plans have been earned or become payable, but which have not yet
been paid to you; and

        (B) you shall receive an amount equal to 1.5 times your calendar year
earnings from the Company, consisting for the purposes of this Agreement of
average base salary during the period consisting of the five (5) most recent
consecutive calendar years (or fewer than 5, if applicable) ending on or before
the date of the change of control, plus the highest bonus paid for any such
year. For purposes of computing payment under this Agreement, compensation for
any partial calendar year, including the year during which a change of control
occurs, shall be annualized, and any bonus shall be considered compensation for
the year to which it is attributable, if different from the year in which it is
paid.

               (iv) if, within twenty-four (24) months after a change in control
          of the Company, as defined in Section 3 above, shall have occurred,
          your employment by the Company shall be terminated (i) by the Company
          other than for Cause, Disability or Retirement or (ii) by you, for
          Good Reason, then the Company shall maintain in full force and effect,
          for the continued benefit of you and your dependents for a period
          terminating on the earliest of (A) thirty months after the Date of
          Termination, (B) the commencement date of equivalent benefits from a
          new employer or (C) your normal retirement date under the terms of the
          Retirement Plan, all insured and self-insured employee welfare benefit
          Plans in which you were entitled to participate immediately prior to
          the Date of Termination, provided that your continued participation is
          possible under the general terms and provisions of such Plans (and any
          applicable funding media) and you continue to pay an amount equal to
          your regular contribution under such plans for such participation. In
          the event that your participation in any such Plan is barred, the
          Company, at its sole cost and expense, shall arrange to have issued
          for the benefit of you and your dependents individual policies of
          insurance providing benefits substantially similar (on an after-tax
          basis) to those which you otherwise would have been entitled to
          receive under such Plans pursuant to this paragraph (D) or, if such
          insurance is not available at a reasonable cost to the Company, the
          Company shall otherwise provide you and your dependents with
          equivalent benefits (on an after-tax basis). You shall not be required
          to pay any premiums or other charges in an amount greater than that
          which you would have paid in order to participate in such Plans. If,
          at the end of three years after the Termination Date, you have not
          reached your normal retirement date, you are participating in any of
          such Plans and you have not previously received or are not then
          receiving equivalent benefits from a new employer, the Company shall
          arrange, at its sole cost and expense, to enable you to convert your
          and your dependents'

<PAGE>

        coverage under such Plans to individual policies or programs upon the
        same terms as employees of the Company may apply for such conversions.

                (v)    Except as specifically provided in paragraph (iv) above,
        the amount of any payment provided for in this Section 5 shall not be
        reduced, offset or subject to recovery by the Company by reason of any
        compensation earned by you as the result of employment by another
        employer after the Date of Termination, or otherwise.

        6.      Successors; Binding Agreement.

                (i)     The Company will seek, by written request at least five
        business days prior to the time a Person becomes a Successor (as
        hereinafter defined), to have such Person assent to the fulfillment of
        the Company's obligations under this Agreement. Failure of such Person
        to furnish such assent by the later of (A) three business days prior to
        the time such Person becomes a Successor or (B) two business days after
        such Person receives a written request to so assent shall constitute
        Good Reason for termination by you of your employment if a Change in
        Control of the Company occurs or has occurred. For purposes of this
        Agreement, "Successor" shall mean any Person that succeeds to, or has
        the practical ability to control (either immediately or with the passage
        of time), the Company's business directly, by merger or consolidation,
        or indirectly, by purchase of the Company's voting securities or
        otherwise.

                (ii)    This Agreement shall inure to the benefit of and be
        enforceable by your personal or legal representatives, executors,
        administrators, successors, heirs, distributees, devisees and legatees.
        If you should die while any amount would still be payable to you
        hereunder if you had continued to live, all such amounts, unless
        otherwise provided herein, shall be paid in accordance with the terms of
        this Agreement to your devisee, legatee or other designee or, if there
        be no such designee, to your estate.

                (iii)   For purposes of this Agreement, the "Company" shall
        include any corporation or other entry which is the surviving or
        continuing entity in respect of any merger, consolidation or form of
        business combination in which the Company ceases to exist.

        7.      Fees and Expenses; Mitigation.

                (i)     The Company shall reimburse you, on a current basis, for
        all reasonable legal fees and related expenses incurred by you in
        connection with the Agreement following a Change in Control of the
        Company, including, without limitation, (a) all such fees and expenses,
        if any, incurred in contesting or disputing any termination of your
        employment or incurred by you in seeking advice with respect to the
        matters set forth in Section 8 hereof or (b) your seeking to obtain or
        enforce any right or benefit provided by this Agreement, in each case,
        regardless of whether or not your claim is upheld by a court of
        competent jurisdiction; provided, however, you shall be required to
        repay any such amounts to the Company to the extent that a court issues
        a final and non-appealable order setting forth the determination that
        the position taken by you was frivolous or advanced by you in bad faith.

                (ii)    You shall not be required to mitigate the amount the
        Company becomes obligated to make to you in connection with this
        Agreement by seeking other employment or otherwise.

        8.      Taxes.

                (i)     All payments to be made to you under this Agreement will
        be subject to required withholding of federal, state and local income
        and employment taxes.

                (ii)    Notwithstanding anything in the foregoing to the
        contrary, if any of the payments provided for in this Agreement,
        together with any other payments which you have the right to receive
        from the Company or any corporation which is a member of an "affiliated
        group" (as defined in Section 1504 (a) of the Internal Revenue Code of
        1986 (the "Code") without regard to Section 1504(b) of the Code) of
        which the Company is a member, would constitute a "parachute payment"
        (as defined in Section 2BOG (b) (2) of the Code), the payments pursuant
        to this Agreement shall be reduced (reducing first the payments under
        Section 5 (iii) (B) to the largest amount as will result in no portion
        of such payments being subject to the excise tax imposed by Section 4999
        of the Code; provided, however, that the determination as to whether any
        reduction in the payments under this Agreement pursuant to this proviso
        is necessary shall be made by you in good faith, and such determination
        shall be conclusive and binding on the Company with respect to its
        treatment of the payment for tax reporting purposes.

<PAGE>

        9.      Survival. The respective obligations of, and benefits afforded
to, the Company and you as provided in Sections 5, 6 (b), 7, 8, 13 and 14 of
this Agreement shall survive termination of this Agreement.

        10.     Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid and addressed, in the
case of the Company, to the address set forth on the first page of this
Agreement or, in the case of the undersigned employee, to the address set forth
below his signature, provided that all notices to the Company shall be directed
to the attention, of the Vice-President, Human Resources of the Company, with a
copy to Thomas A. Wooters, Sullivan & Worcester LLP, One Post Office Square,
Boston, MA 02109, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

        11.     Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in a writing signed by you and an officer or other person authorized by the
Board to act on its behalf in this matter. No waiver by either party hereto at
any time of any breach by the other party hereto of, or of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

        12.     Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

        13.     Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Boston, Massachusetts by three arbitrators in accordance with the rules of the
American Arbitration Association then in effect, Judgment may be entered on the
arbitrators' award in any court having jurisdiction; provided, however, that you
shall be entitled to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement. The Company shall bear all
costs and expenses arising in connection with any arbitration proceeding
pursuant to this Section 13.

        14.     Employee's Commitment. You agree that subsequent to your period
of employment with the Company, you will not at any time communicate or disclose
to any unauthorized person, without the written consent of the Company, any
proprietary processes of the Company or any subsidiary or other confidential
information concerning their business, affairs, products, suppliers or customers
which, if disclosed, would have a material adverse effect upon the business or
operations of the Company and its subsidiaries, taken as a whole; it being
understood, however, that the obligations of this Section 14 shall not apply to
the extent that the aforesaid matters (a) are disclosed in circumstances where
you are legally required to do so or (b) become generally known to and available
for use by the public otherwise than by your wrongful act or omission.

        15.     Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

        If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter
which will then constitute our agreement on this subject.

                                               Sincerely,

                                               LOJACK CORPORATION

                                               By:
                                               -----------------------


Agreed to this _____ day
of ______,


-------------------
Employee

</TEXT>
</DOCUMENT>
