Exhibit 10.14.4


 


Emergency
Medical Services Corporation


 


Second Amended and Restated Long-Term Incentive Plan


 


Amended and Restated Executive Officer Restricted
Stock Agreement


 


This
Amended and Restated Executive Officer Restricted Stock Agreement (the “Amended
and Restated Agreement”) is entered into effective as of
[                      ]
between Emergency Medical Services Corporation, a Delaware corporation, (the “Company”)
and
[                            ]
(“Participant”).  The Company and the
Participant entered into an original restricted stock agreement (the “Original
Agreement”) effective as of
[                                  ]
(the “Date of Grant”), which Original Agreement is superseded in its entirety
by this Amended and Restated Agreement.


 


1.     Long-Term Incentive Plan.  This Amended and Restated Agreement is
entered into pursuant to the terms of the Emergency Medical Services
Corporation Amended and Restated 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 Amended and
Restated Agreement conflicts with the express terms of the Plan, the terms of
the Plan shall control and, if necessary, the applicable provisions of this
Amended and Restated 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 Amended and Restated Agreement shall have the
meanings ascribed to them in the Plan unless otherwise defined in this Amended
and Restated Agreement. As used in this Amended and Restated Agreement, the
following terms have the meanings set forth below:


 


“Acquisition Projection Adjustment” means that upon consummation of any acquisition by the Company,
by merger, consolidation, purchase of a substantial portion of the assets or
equity interests of, or by any other manner, of any entity that is consummated during a Performance
Period, the Adjusted EBITDA Targets in the then-current Performance Period will
increase by the amount of the pro forma Adjusted EBITDA contribution for such
Performance Period, (i) less the pro
forma Adjusted EBITDA contribution for the initial 90-day period following the
closing date of such acquisition, (ii) plus, in the
sole discretion of the Committee, any additional upward adjustment amount if
the pro forma annualized Adjusted EBITDA exceeds $10 million.


 


“Adjusted EBITDA” means the definition set forth in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2010 as filed with the United States Securities and Exchange Commission.


 

















 


“Adjusted EBITDA Target” means the Adjusted EBITDA
targets set forth for each Performance Period in accordance with the definition
of “Performance Requirement.”


 


“Compensation Committee Certification” means the written
certification by the Committee required under Section 1.162-27(e)(5) of
the Treasury Regulations underlying the Code (or any successor statute
thereto).


 


“Initial Performance Period” means the period of time
commencing on July 1, 2010 and expiring at the end of December 31,
2010.


 


“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.


 


“Performance Period” means either of the Initial
Performance Period, the Second Performance Period or the Third Performance
Period.


 


“Performance Requirement” means the Adjusted EBITDA
generated by the Company in accordance with the following schedule, and subject
to any Acquisition Projection Adjustments: (i) for the Initial Performance
Period, an amount equal to or exceeding $158.2 million; (ii) for the
Second Performance Period, an amount equal to or exceeding the Adjusted EBITDA
for calendar year 2010 multiplied by 1.1; and (iii) for the Third
Performance Period, an amount equal to or exceeding the Adjusted EBITDA for the
Second Performance Period multiplied by 1.1. 
In the event that the Adjusted EBITDA generated by the Company in any
Performance Period is equal to or exceeds the Adjusted EBITDA Target for such
Performance Period, then the Performance Requirement shall be deemed
immediately satisfied for any and all Performance Periods, irrespective of
whether such Performance Periods have expired.


 


“Recap” means a recapitalization of the
Company.


 


“Second Performance Period” means the period of time
commencing on January 1, 2011 and expiring at the end of December 31,
2011.


 


“Subsequent Performance Period” means any Performance Period
commencing after the expiration of the then-current Performance Period.


 


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“Third Performance Period” means the period of time
commencing on January 1, 2012 and expiring at the end of December 31,
2012.


 


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 granted 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. 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 Amended and Restated 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 Amended
and Restated Agreement. The Participant, by executing this Amended and Restated
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 Amended and Restated 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 under the Original Agreement 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. All
restrictions shall lapse and the Participant shall become vested in the
Restricted Stock as follows:


 


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(a)       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
Restricted Stock shall not vest pursuant to this Section 6(a) 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.  In addition, the Restricted Stock shall not
vest until the Company has both satisfied the Performance Requirements with
respect to any shares of Restricted Stock that are unvested as of the date of
this Amended and Restated Agreement, and the Committee has provided the
Compensation Committee Certification to the Company.


 


(b)   Notwithstanding the provisions of Section 6(a), 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 Amended and Restated
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;


 


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(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 Amended
and Restated Agreement shall bind and inure to the benefit of and be
enforceable by the Participant, the Company and their respective permitted
successors and assigns (including personal representatives, heirs and
legatees), except that the Participant may not assign any rights or obligations
under this Amended and Restated 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
Amended and Restated 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
Amended and Restated 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 Amended and Restated 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 Amended
and Restated 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 


 


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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.


 


13.  Governing Law. This Amended
and Restated 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
Amended and Restated 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)