Exhibit 10.14.5


 


Emergency Medical Services Corporation


 


Amended and
Restated 2007 Long-Term Incentive Plan


 


Restricted
Stock Agreement


 


This Restricted Stock Agreement (the
“Agreement”) is entered into effective as of
                    
(the “Date of Grant”) between Emergency Medical Services Corporation, a
Delaware corporation, (the “Company”) and
                      
(“Participant”).


 


1.     2007 Long-Term Incentive Plan.  This Agreement is
entered into pursuant to the terms of the Emergency Medical Services
Corporation Amended and Restated 2007 Long-Term Incentive Plan, as it may be
amended from time to time (the “Plan”), which is incorporated herein and made a
part hereof for all purposes. To the extent that any provision of this
Agreement conflicts with the express terms of the Plan, the terms of the Plan
shall control and, if necessary, the applicable provisions of this Agreement
shall be deemed amended so as to carry out the purpose and intent of the Plan.


 


2.     Definitions.
All capitalized terms used in this Agreement shall have the meanings ascribed
to them in the Plan unless otherwise defined in this Agreement. As used in this
Agreement, the following terms have the meanings set forth below:


 


“Liquidity
Event” means (i) the sale of all, or substantially all, of the
Company’s consolidated assets, including, without limitation, a sale of all or
substantially all of the assets of the Company or any of its subsidiaries whose
assets, constitute all or substantially all of the Company’s consolidated
assets, in any single transaction or series of related transactions or (ii) any
merger or consolidation of the Company with or into another entity unless,
after giving effect to such merger or consolidation, the holders of the Company’s
shares (on a fully-diluted basis) immediately prior to the merger or
consolidation, own shares or other equity interests (on a fully-diluted basis)
of the surviving or resulting corporation or other entity representing a
majority of the outstanding voting power to elect directors of the surviving or
resulting corporation (or the general partner of a surviving partnership) in
the same proportions that they held their shares prior to such merger or
consolidation.


 


“Onex”
means Onex Partners LP.


 


“Recap”
means a recapitalization of the Company.


 


3.     Restricted Stock. In order to encourage the Participant’s contribution to the
successful performance of the Company and its subsidiaries, and in
consideration of the covenants and promises of the Participant herein
contained, the Company hereby grants to the Participant as of the Date of
Grant,
                  
of Class A Common Stock, par value $0.01 per share, subject to the
conditions and restrictions set forth herein and in the Plan (the “Restricted
Stock”).


 

















 


4.     Escrow of Certificates.  Escrow of Certificates.
Any certificates or book entries representing the shares of Restricted Stock
shall be registered in the name of the Participant and deposited, together with
a stock power endorsed by the Participant in blank (upon the request of the
Company), with the transfer agent of the Company (or any other authorized
designee of the Company, which the Company may choose in its sole discretion)
until such shares have vested in the Participant in accordance with Section 6
hereof. Any certificate shall bear a legend as provided by the Company,
conspicuously referring to the terms, conditions and restrictions described in
the Plan and in this Agreement; provided, however, that in the event the
Company, in its sole discretion, permits book entries to represent the shares
of Restricted Stock in lieu of certificates, the sole indicia of the
Participant’s ownership of the vested shares of Restricted Stock will be one or
more electronic entries in Participant’s brokerage account promptly following
one or more vesting events in accordance with this Agreement. The Participant,
by executing this Agreement in the space provided below, hereby acknowledges
(a) that, as a material inducement to the grant of this Award under the
Plan, the transfer agent of the Company (or any other authorized designee of
the Company, which the Company may choose in its sole discretion)is so
appointed as the escrow holder with the authority to hold said certificates and
stock powers in escrow, to make any book entries in accordance with this
Section, and to take all such actions and to effectuate all transfers of vested
Restricted Stock or releases as are in accordance with the terms of this
Agreement or the Plan and (b) that the appointment is coupled with an
interest, and that it accordingly will be irrevocable. The escrow holder will
not be liable to the Participant (or to any other party) for any actions or
omissions unless the escrow holder is grossly negligent. The escrow holder may
rely upon any letter, notice, or other document executed by any signature
purported to be genuine.  No certificates will be issued for a partial
share, and the Participant will receive the Fair Market Value of any partial
share in cash.


 


5.     Restrictions on Transfer Before Vesting.  The shares of Restricted
Stock granted hereunder to the Participant are subject to Section 8.1(b) of
the Plan during the period from the Date of Grant until they have become vested
in the Participant in accordance with the provisions of Section 6 hereof.


 


6.     Vesting of Restricted Stock. Unless the Committee, in its sole and absolute discretion,
elects to accelerate the vesting of some or all of the unvested shares of
Restricted Stock, all restrictions shall lapse and the Participant shall become
vested in the Restricted Stock as follows:


 


(a)       (i) 
Time Vesting.  One-third (1/3)
of the shares of Restricted Stock shall become vested on each of the first
three anniversaries of the Date of Grant.


 


The Participant shall not vest
pursuant to this Section 6(a) in shares of Restricted Stock if the
Participant has not been continuously employed by the Company or one of its
subsidiaries from the Date of Grant through the applicable vesting date.


 


(b)       Notwithstanding the provisions of
Sections 6(a):


 


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(i)        Upon the occurrence of a Liquidity
Event, all shares of Restricted Stock shall, unless previously forfeited,
become fully vested on the date of the consummation of such Liquidity
Event.  The occurrence of a Recap shall
not affect the vesting of the Restricted Stock under this clause (b)(i).


 


7.     Forfeiture of
Unvested Restricted Stock.
The shares of Restricted Stock that have not previously vested in accordance
with Section 6 hereof shall be forfeited by the Participant to the Company
as follows:


 


(a) If the Participant
ceases to be an employee of the Company or one of its subsidiaries for any
reason, then the shares of Restricted Stock that have not previously vested in
accordance with Section 6 hereof as of the date of such termination, shall
be forfeited automatically by the Participant to the Company;


 


(b)       Upon the consummation of a Liquidity Event, the shares of
Restricted Stock that have not previously vested in accordance with Section 6
hereof as of the date of such Liquidity Event, shall be forfeited automatically
by the Participant to the Company on the consummation.


 


8.     Beneficiary Designations. The person designated by the Participant as his or her
beneficiary(ies) on the signature page hereof (each a “Beneficiary”) shall
receive any distribution of vested shares otherwise due the Participant in the
event of the death of the Participant prior to receipt of such shares. The
Participant shall have the right to change the Beneficiary or Beneficiaries
from time to time; provided, however, that any change shall not become
effective until received in writing by the Secretary of the Company. If any
designated Beneficiary survives the Participant but dies before receiving all
of his benefits hereunder, any remaining benefits due him shall be distributed
to the deceased Beneficiary’s estate. If there is no effective Beneficiary
designation on file at the time of the Participant’s death, or if the
designated Beneficiary or Beneficiaries have all predeceased such Participant,
the payment of any remaining benefits shall be made to the Participant’s
estate.


 


9.     Limitation of Rights.  Nothing in this
Agreement or the Plan shall be construed to:


 


(a)       give the Participant any right to be
awarded any further restricted stock other than in the sole discretion of the
Committee;


 


(b)       give the Participant or any other person
any interest in any fund or in any specified asset or assets of the Company or
any subsidiary; or


 


(c)       confer upon the Participant the right to
continue in the employment or service of the Company or any of its
subsidiaries, or affect the right of the Company or any of its subsidiaries to
terminate the employment or service of the Participant at any time or for any
reason.


 


10.  Successors and Assigns. This Agreement shall bind and inure to the benefit of and
be enforceable by the Participant, the Company and their respective permitted
successors and 


 


3

















 


assigns
(including personal representatives, heirs and legatees), except that the Participant
may not assign any rights or obligations under this Agreement except to the
extent and in the manner expressly permitted herein.


 


11.  Securities Act. The Company will not be required to deliver any shares of
Common Stock pursuant to this Agreement if, in the opinion of counsel for the
Company, such issuance would violate the Securities Act of 1933 or any other
applicable federal or state securities laws or regulations. The Company may
require that the Participant, prior to the issuance of any such shares pursuant
to this Agreement deliver to the Company a written statement (“Investment
Letter”), in form and content acceptable to the Company, in its sole
discretion, stating (i) that the Participant is purchasing the shares for
investment and not with a view to the sale or distribution thereof, and
(ii) that the Participant will not sell any shares of the Company that the
Participant may then own or thereafter acquire except pursuant to a registered
offering or a valid exemption from registration. Any stock certificates issued
pursuant to this Agreement shall bear a restrictive legend as follows:


 


THIS STOCK MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ALL OTHER APPLICABLE SECURITIES LAWS.


 


12.  Withholding Taxes. The Participant hereby agrees that any shares that are
transferred to the Participant (or Beneficiary) hereunder may be subject to the
payment of or reduced by any amount or amounts that the Company is required to
withhold under the then applicable provisions of the Internal Revenue Code of
1986, as amended (the “Code”), or its successors, or any other federal, state
or local tax withholding requirement (the “Withholding Amount”). The
Participant may, in his or her discretion, make the election permitted by Section 83(b) of
the Code with respect to the grant of Restricted Stock pursuant to this
Agreement, and, if such election is made, Participant shall provide a copy
thereof to the Company on the date of filing. When the Company is required to
withhold the Withholding Amount under the applicable provisions of law, the Participant
hereby agrees to satisfy such requirement either by (a) paying to the
Company, in cash or by certified or cashier’s check, an amount equal to the
Withholding Amount, and/or (b) authorizing the Company to withhold the
Withholding Amount from any cash or other compensation otherwise payable to the
Participant, provided that, to the extent that the Participant does not remit
the entire Withholding Amount by one or a combination of such methods, the
Company may at its election withhold from the shares otherwise to be delivered
to the Participant that number of shares having a fair market value, as
determined by the Company,  equal to the
remaining Withholding Amount.


 


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13.  Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Delaware.


 


[Signature page follows]


 


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This Agreement is executed and
delivered, in duplicate, pursuant to the Plan, the provisions of which are
incorporated herein by reference.


 


	
  EMERGENCY MEDICAL
  SERVICES CORPORATION  

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  (signature)

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (print name)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile
  No.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Social
  Security No.

  
					



 


 


BENEFICIARY
DESIGNATION


 


I HEREBY DESIGNATE
THE FOLLOWING PERSON(S) AS MY BENEFICIARY(IES) IN ACCORDANCE WITH SECTION 8
OF THE FOREGOING AGREEMENT:


 


 


	
   

  
	
   

  	
  (Print
  name(s), address(es) and Social Security No.(s)

  



 


 


	
   

  	
   

  
	
  (Participant’s
  signature)