Exhibit 10.1.1


SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT


THIS
AMENDMENT (“Amendment”), effective on the 18th day of June, 2007, is made by
and between Emergency Medical Services Corporation, a Delaware Corporation (“EMSC”) and William A. Sanger (“Executive”),
in order to amend the Employment
Agreement heretofore entered into between Emergency Medical Services, L.P. (“EMS
L.P.”) and Executive, as assigned by EMS L.P. to EMSC on February 10,
2005.  EMSC and Executive may be referred
to herein collectively as the “Parties”.


RECITALS


WHEREAS, EMS L.P. and Executive entered into
an Employment Agreement dated February 10, 2005 (“Employment Agreement”); and


WHEREAS, EMS L.P. assigned the Employment
Agreement to EMSC on February 10, 2005; and


WHEREAS, the Parties desire to amend the
Employment Agreement to set forth new compensation terms for the Executive as
set forth herein.


NOW THEREFORE, for and in consideration of
the mutual covenants set forth herein, the Parties agree to amend the
Employment Agreement as follows:


1.             Article 6 (a)(iii) of the Employment Agreement shall be
deleted and restated in its entirety as follows:


(iii)
By Purchaser, in its absolute discretion and for any reason, without
Cause.  Upon such termination, Purchaser
shall (A) continue to pay the Executive his Base Salary in effect at the time
of such termination for a period of 24 months following such termination, (B)
continue to provide the Executive medical insurance, dental insurance and term
life insurance (but excluding the life insurance referred to in the last
sentence of paragraph (d) in Article 5) during the applicable termination
period, or, if such benefits cannot be provided, Purchaser shall, or shall
cause a Subsidiary to, pay to the Executive an equivalent lump sum cash amount
in lieu of such benefits, and (C) if the performance targets for the year are
met, pay to Executive a pro rata portion (equal to a fraction, of which the
numerator is the number of full months of Executive’s employment in the year
and the denominator is 12), of the bonus payable to Executive pursuant to
Section 4(b), at such time as the Company pays annual incentive bonuses for the
year to 











executives of the
Purchaser.  In the event of a termination
under this section, all time - governed 
Sanger Options shall vest and be exercisable as and to the extent
provided in Article 4.


2.             Except as specifically set forth herein, all of the
terms and conditions of the Employment Agreement are declared by the parties to
be in full force and effect without change.


IN WITNESS WHEREOF, EMSC and Executive and have each duly executed this amendment to be
effective as of the date first set forth above.


	
  

  	
  EMERGENCY
  MEDICAL SERVICES

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Zimmerman

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Todd Zimmerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM A. SANGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William A. Sanger