<PAGE>   1
                                                                    EXHIBIT 10.1



                              EMCARE HOLDINGS INC.
                STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
                 (AMENDED AND RESTATED AS OF NOVEMBER 1, 1996)


         Section 1.      Purpose. The purpose of the EmCare Holdings Inc.
Stock Option and Restricted Stock Purchase Plan (the "Plan") is to promote the
interests of EmCare Holdings Inc., a Delaware corporation (the "Company"), and
any Subsidiary thereof and the interests of the Company's stockholders by
providing an opportunity to selected employees, officers, directors, trustees,
and consultants and advisors of the Company or any Subsidiary thereof or any
Affiliated PC as of the date of the adoption of the Plan or at any time
thereafter to purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees and
persons and to encourage such employees and persons to devote their best
efforts to the business and financial success of the Company.  It is intended
that this purpose will be effected by the granting of "nonqualified stock
options" and/or "incentive stock options" to acquire the Common Stock of the
Company and/or by the granting of "restricted stock." Under the Plan, the
Committee shall have the authority (in its sole discretion) to grant "incentive
stock options" within the meaning of Section 422(b) of the Code, "non-qualified
stock options" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto, or "restricted stock" awards.

         Section 2.      Definitions. For purposes of the Plan, the following
terms used herein shall have the following meanings, unless a different meaning
is clearly required by the context.

         2.1.    "Award" shall mean an award (other than an option) of a grant
of, or the right to purchase, Common Stock under the provisions of Section 7 of
the Plan.

         2.2.    "Affiliated PC" shall mean any professional corporation or
professional association which provides the medical component of the services
required in respect of any arrangement where the Company or a Subsidiary of the
Company provides the non-medical component of the services required in respect
of such arrangement.

         2.3.    "Board of Directors" shall mean the Board of Directors of the
Company.

         2.4.    "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         2.5.    "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.

         2.6.    "Common Stock" shall mean the Common Stock, $.01 par value,
of the Company.

         2.7.    "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.

         2.8.    "Effective Date" shall mean the date the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act.

         2.9.    "Employee" shall mean (i) with respect to an ISO, any person,
including an officer, director or trustee of the Company or a Subsidiary of the
Company, who, at the time an ISO is granted to such person hereunder, is
employed on a full-time basis


                                      1
<PAGE>   2
by the Company or any Subsidiary of the Company, and (ii) with respect to a
Non-Qualified Option and/or an Award, any person employed by, or performing
services for, the Company or any Subsidiary of the Company or any Affiliated
PC, including, without limitation, trustees, directors and officers.

         2.10.   "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         2.11.   "ISO" shall mean an Option granted to a Participant pursuant
to the Plan that constitutes and shall be treated as an "incentive stock
option" as defined in Section 422(b) of the Code.

         2.12.   "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
or any successor regulation thereto and that shall not constitute nor be
treated as an ISO.

         2.13.   "Option" shall mean any ISO or Non-Qualified Option granted to
an Employee pursuant to the Plan.

         2.14.   "Participant" shall mean any Employee to whom an Award and/or
an Option is granted under the Plan.

         2.15.   "Parent of the Company" shall have the meaning set forth in
Section 424(e) of the Code.

         2.16.   "Subsidiary of the Company" shall have the meaning set forth
in Section 424(f) of the Code, including however for the purposes of
Non-Qualified Options and/or Awards any business trust (to the extent not
included within the meaning of Section 424(f) of the Code) or limited
partnership owned 100% by the Company and/or its other Subsidiaries.

         Section 3.      Eligibility. Subject to the requirements of Section
5.1 hereof, Awards and/or Options may be granted to any Employee. The Committee
shall have the sole authority to select the persons to whom Awards and/or
Options are to be granted hereunder, and to determine whether a person is to be
granted a Non-Qualified Option, an ISO or an Award or any combination thereof.
No person shall have any right to participate in the Plan. Any person selected
by the Committee for participation during any one period will not by virtue of
such participation have the right to be selected as a Participant for any other
period.

         Section 4.      Common Stock Subject to the Plan.

         4.1.    Number of Shares. The total number of shares of Common Stock
for which Options and/or Awards may be granted under the Plan shall not exceed
in the aggregate three million two hundred fifty thousand (3,250,000) shares of
Common Stock (subject to adjustment as provided in Section 8 hereof).

         4.2.    Reissuance. The shares of Common Stock that may be subject to
Options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Board of Directors may determine. In the event that any
outstanding Option expires or is terminated for any reason, the shares
allocable to the unexercised portion of such Option may again be subject to an
Option and/or Award granted under the Plan. If any





                                       2
<PAGE>   3
shares of Common Stock acquired pursuant to an Award or the exercise of an
Option shall have been repurchased by the Company, then such shares shall again
become available for issuance pursuant to the Plan.

         4.3.    Special ISO Limitations.

         (a)     The aggregate fair market value (determined as of the date an
ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

         (b)     No ISO shall be granted to an Employee who, at the time the
ISO is granted, owns (actually or constructively under the provisions of
Section 424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary of the Company, unless the option price is at least 110% of the fair
market value (determined as of the time the ISO is granted) of the shares of
Common Stock subject to the ISO and the ISO by its terms is not exercisable
more than five years from the date it is granted.

         4.4.    Limitations Not Applicable to Non-Qualified Options or Awards.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any Non-
Qualified Option or Award granted under the Plan.

         Section 5.      Administration of the Plan.

         5.1.    Administration. The Plan shall be administered by a committee
of the Board of Directors (the "Committee") established by the Board of
Directors and consisting of no less than two persons. All members of the
Committee shall be "Non-Employee Directors" within the meaning of Rule 16b-3
promulgated under the Exchange Act, and shall qualify as "outside directors" as
defined in Section 1.162-27(e)(3) of the regulations to Section 162(m) of the
Code. The Committee shall be appointed from time to time by, and shall serve at
the pleasure of, the Board of Directors.

         5.2.    Grant of Options/Awards.

         (a)     The Committee shall have the sole authority and discretion
under the Plan (i) to select the Employees who are to be granted Options
hereunder; (ii) to designate whether any Option to be granted hereunder is to
be an ISO or a Non-Qualified Option; (iii) to establish the number of shares of
Common Stock that may be issued under each Option, provided that the maximum
number of shares of Common Stock with respect to which Options may be granted
to any employee in any given year shall be limited to 250,000 shares; (iv) to
determine the time and the conditions subject to which Options may be exercised
in whole or in part; (v) to determine the form of the consideration that may be
used to purchase shares of Common Stock upon exercise of any Option (including
the circumstances under which the Company's issued and outstanding shares of
Common stock may be used by a Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be
subject to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise transferred,





                                       3
<PAGE>   4
including, without limitation, the circumstances and conditions subject to
which a proposed sale of shares of Common Stock acquired upon exercise of an
Option may be subject to the Company's right of first refusal (as well as the
terms and conditions of any such right of first refusal); (ix) to establish a
vesting provision for any Option relating to the time when (or the
circumstances under which) the Option may be exercised by a Participant,
including, without limitation, vesting provisions that may be contingent upon
(A) the Company meeting specified financial goals, (B) a change of control of
the Company or (C) the occurrence of other specified events; (x) to accelerate
the time when outstanding Options may be exercised, provided, however, that any
ISOs shall be "accelerated" within the meaning of Section 424(h) of the Code;
and (xi) to establish any other terms, restrictions and/or conditions
applicable to any Option not inconsistent with the provisions of the Plan.

         (b)     Awards. The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Awards hereunder; (ii) to determine the amount to be paid by a Participant to
acquire shares of Common Stock pursuant to an Award, which amount may be equal
to, more than, or less than 100% of the fair market value of such shares on the
date the Award is granted (but in no event less than the par value of such
shares); (iii) to determine the time or times and the conditions subject to
which Awards may be made; (iv) to determine the time or times and the
conditions subject to which the shares of Common Stock subject to an Award are
to become vested and no longer subject to repurchase by the Company; (v) to
establish transfer restrictions and the terms and conditions on which any such
transfer restrictions with respect to shares of Common Stock acquired pursuant
to an Award shall lapse; (vi) to establish vesting provisions with respect to
any shares of Common Stock subject to an Award, including, without limitation,
vesting provisions which may be contingent upon (A) the Company meeting
specified financial goals, (B) a change of control of the Company or (C) the
occurrence of other specified events; (vii) to determine the circumstances
under which shares of Common Stock acquired pursuant to an Award may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which any shares of Common Stock acquired pursuant to an
Award may be sold or otherwise transferred, including, without limitation, the
circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired pursuant to an Award may be subject to the Company's
right of first refusal (as well as the terms and conditions of any such right
of first refusal); (ix) to determine the form of consideration that may be used
to purchase shares of Common Stock pursuant to an Award (including the
circumstances under which the Company's issued and outstanding shares of Common
Stock may be used by a Participant to purchase the Common Stock subject to an
Award); (x) to accelerate the time at which any or all restrictions imposed
with respect to any shares of Common Stock subject to an Award will lapse; and
(xi) to establish any other terms, restrictions and/or conditions applicable to
any Award not inconsistent with the provisions of the Plan.

         (c)     Maximum Grant. Notwithstanding anything in the Plan to the
contrary, in no event shall the number of shares of Common Stock subject to
Options issued by the Committee to any Covered Employee in any given year
exceed 250,000 shares. Shares of Common Stock subject to Options which are
canceled or forfeited are counted against the maximum number of shares issuable
for the purposes of this calculation. For Options which are repriced, the
repricing transaction shall be treated as a cancellation of the original Option
and an additional grant of the repriced Option, with the shares of Common Stock
subject to both Options being counted against the maximum number of shares
which may be issued under this provision.





                                       4
<PAGE>   5
         5.3.    Interpretation. The Committee shall be authorized to interpret
the Plan and may, from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.

         5.4.    Finality. The interpretation and construction by the Committee
of any provision of the Plan, any Option and/or Award granted hereunder or any
agreement evidencing any such Option and/or Award shall be final and conclusive
upon all parties.

         5.5.    Voting. Members of the Committee may vote on any matter
affecting the administration of the Plan or the granting of Options and/or
Awards under the Plan.

         5.6.    Expenses, Etc. All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be liable for
any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Option and/or Award granted hereunder.

         Section 6.      Terms and Conditions of Options.

         6.1.    ISOs. The terms and conditions of each ISO granted under the
Plan shall be specified by the Committee and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the Committee
shall approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422(b) of the Code. The terms and conditions of
any ISO granted hereunder need not be identical to those of any other ISO
granted hereunder.

         The terms and conditions of each ISO shall include the following:

         (a)     The option price shall be fixed by the Committee but shall in
no event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan,
the fair market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on any day the Common Stock shall not be so listed, the
average of the representative bid and asked prices quoted in the NASDAQ system
as of 3:30 p.m., New York time, on such day, or, if on any day the Common Stock
shall not be quoted on the NASDAQ system, the average of the high bid and low
asked prices, on such day in the over-the-counter market as reported by
National Quotation Bureau Incorporated, or any similar successor organization.
If at any time the Common Stock is not listed on any national securities
exchange or quoted in the NASDAQ system of the over-the-counter market, the
fair market value of the shares of Common Stock subject to an Option on the
date the ISO is granted shall be the fair market value thereof determined in
good faith by the Board of Directors.

         (b)     ISOs, by their terms, shall not be transferable otherwise than
by will or the laws of descent and distribution, and, during an optionee's
lifetime, an ISO shall be exercisable only by the optionee.





                                       5
<PAGE>   6
         (c)     The Committee shall fix the term of all ISOs granted pursuant
to the Plan (including the date on which such ISO shall expire and terminate),
provided, however, that such term shall in no event exceed ten years from the
date on which such ISO is granted (or, in the case of an ISO granted to an
Employee referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each ISO shall
be exercisable in such amount or amounts, under such conditions and at such
times or intervals or in such installments as shall be determined by the
Committee in its sole discretion.

         (d)     To the extent that the Company or any Parent or Subsidiary of
the Company is required to withhold any federal, state or local taxes in
respect of any compensation income realized by any Participant as a result of
any "disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount of
such federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such federal, state or local taxes, such
Participant will be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be determined
by the Board of Directors in its sole discretion.

         (e)     In the sole discretion of the Committee the terms and
conditions of any ISO may (but need not) include any of the following
provisions:

                 (i)      In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a full-time basis
for any reason other than as a result of his death or "disability" (within the
meaning of Section 22(e)(3) of the Code), the unexercised portion of any ISO
held by such Participant at that time may only be exercised within one month
after the date on which the Participant ceased to be so employed, and only to
the extent that the Participant could have otherwise exercised such ISO as of
the date on which he ceased to be so employed.

                  (ii)    In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a full-time basis
by reason of his "disability" (within the meaning of Section 22(e)(3) of the
Code), the unexercised portion of any ISO held by such Participant at that time
may only be exercised within one year after the date on which the Participant
ceased to be so employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he ceased to be so
employed.

                  (iii)   In the event a Participant shall die while in the
full-time employ of the Company or a Parent or Subsidiary of the Company (or
within a period of one month after ceasing to be an Employee for any reason
other than his "disability" or within a period of one year after ceasing to be
an Employee by reason of such "disability"), the unexercised portion of any ISO
held by such Participant at the time of his death may only be exercised within
one year after the date of such Participant's death and only to the extent that
the Participant could have otherwise exercised such ISO at the time of his
death. In such event, such ISO may be exercised by the executor or
administrator of the Participant's estate or by any person or persons who shall
have acquired the ISO directly from the Participant by request or inheritance.





                                       6
<PAGE>   7
         6.2.    Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non- Qualified Option will be such
(and each Non-Qualified Option agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" as defined in Section 422(b) of the Code but will be a
"nonqualified stock option" for federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified Option granted hereunder need not
be identical to those of any other Non-Qualified Option granted hereunder.

         The terms and conditions of each Non-Qualified Option agreement shall
include the following:

         (a)     The option (exercise) price shall be fixed by the Committee
and may be equal to, more than or less than 100% of the fair market value of
the shares of Common Stock subject to the Non-Qualified Option on the date such
Non- Qualified Option is granted, provided, however, that the option (exercise)
price shall not be less than the par value of such shares of Common Stock.

         (b)     The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including the date on which such Non-Qualified
Option shall expire and terminate). Such term may be more than ten years from
the date on which such Non-Qualified Option is granted. Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such conditions
(including provisions governing the rights to exercise such Non-Qualified
Option), and at such times or intervals or in such installments as shall be
determined by the Committee in its sole discretion.

         (c)     Non-Qualified Options shall not be transferable otherwise than
by will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

         (d)     To the extent that the Company is required to withhold any
federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy
such federal, state or local taxes, or if no such payments are due or to become
due to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in its sole
discretion.

         Section 7.      Terms and Conditions of Awards. The terms and
conditions of each Award granted under the Plan shall be specified by the
Committee, in its sole discretion, and shall be set forth in a written
agreement between the Participant and the Company, in such form as the
Committee shall approve. The terms and provisions of any Award granted
hereunder need not be identical to those of any other Award granted hereunder.





                                       7
<PAGE>   8
         The terms and conditions of each Award shall include the following:

         (a)     The amount, if any, to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Award on the date the Award is granted
(but if required by applicable law, no less than the par value of such shares).

         (b)     Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Committee in its sole discretion, may determine, including, without limitation,
the circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.

         (c)     Stock certificates representing Common Stock acquired pursuant
to an Award shall bear a legend referring to the restrictions imposed on such
stock and such other matters as the Committee may determine.

         (d)     To the extent that the Company is required to withhold any
federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, or in respect of any
shares acquired pursuant to an Award; or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined by the
Committee in its sole discretion.

         Section 8.      Adjustments. In the event that, after the adoption of
the Plan by the Board of Directors, the outstanding shares of the Company's
Common Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust (i) the number of shares of
Common Stock (and the option price per share) subject to the unexercised
portion of any outstanding Option (to the nearest possible full share),
provided, however, that the limitations of Section 424 of the Code shall apply
with respect to adjustments made to ISOs and (ii) the number of shares of
Common Stock for which Options and/or Awards may be granted under the Plan, as
set forth in Section 4.1 hereof, and such adjustments shall be effective and
binding for all purposes of the Plan.

         Section 9.      Effect of the Plan on Employment Relationship.
Neither the Plan nor any Option and/or Award granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to continue in
the employ of (or otherwise provide services to) the Company or any Subsidiary
or Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or
other relationship with the Company or any Subsidiary or Parent, as the case
may be, at any time.





                                       8
<PAGE>   9
         Section 10.     Amendment of the Plan. The Board of Directors may
amend the Plan from time to time as it deems desirable; provided, however,
that, without the approval of the holders of a majority of the outstanding
stock of the Company entitled to vote thereon at a meeting, the Board of
Directors may not amend the Plan (i) to increase (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares
of Common Stock for which Options and/or Awards may be granted hereunder, (ii)
to decrease the minimum exercise price specified by the Plan in respect of
ISOs, or (iii) to change the class of Employees eligible to receive ISOs under
the Plan.

         Section 11.     Termination of the Plan. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Option and/or Award theretofore granted under the Plan.

         Section 12.     Effective Date of the Plan. The Plan shall be
effective as of February 4, 1992, the date on which the Plan was adopted by the
Board of Directors of the Company and approved by the holders of all the
outstanding Common Stock of the Company.





                                       9