**Exhibit 10.4.3**

 

**AMENDMENT TO THE**

** EMPLOYMENTAGREEMENT WITH TODD G. ZIMMERMAN**

 

THIS AMENDMENT (“***Amendment***”),effective on the 1st day of April, 2010 is made by and betweenEmergency Medical Services Corporation, a Delaware corporation (the “**Company**”), and Todd G. Zimmerman (“***Executive***”),in order to amend the Employment Agreement heretofore entered into betweenEmergency Medical Services, L.P. (“***EMS L.P.***”)and Executive, as assigned by EMS L.P. to EMSC on February 10, 2005, andas amended on January 1, 2009 and on March 12, 2009 (collectively the“***Employment Agreement***”).

 

WHEREAS,the Company and the Executive desire to amend the Employment Agreement to amendthe duties of Executive and modify the compensation payable to Executive;

 

WHEREAS,the Company and the Executive desire to amend the Employment Agreement toextend the restrictive covenants to twenty-four (24) months to coincide withthe length of the Salary/Benefit Continuation section as previously amended.

 

NOW,THEREFORE, the Agreement is hereby amended as follows:

 

1.                                       Subsection A of Section 2, “Employment,” shall be amended and restated to read in its entirety as follows:

 

A.                                   Company shall employ the Executive as President of its indirect wholly-owned subsidiary EmCare, Inc. (“EmCare”), and the Executive shall serve in such capacity, performing such duties as are consistent with such position, along with such other duties and responsibilities assigned to the Executive by the Chief Executive Officer (“CEO”) of the Company.  The Company shall also employ the Executive as Executive Vice President and Secretary of Company and the Executive shall serve in such capacity, performing such duties as are consistent with such position, along with such other duties and responsibilities assigned to the Executive by the CEO of the Company.  The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently, competently and in a manner consistent with the policies of the Company and EmCare as determined from time to time by the Company and EmCare.

 

2.                                       Subsection A of Section 4, “Compensation,” shall be amended and restated to read in its entirety as follows:

 

A.                                   As fullcompensation for all services rendered by the Executive pursuant to thisAgreement, the Company shall pay, or shall cause a Subsidiary to pay, to theExecutive a salary of Five Hundred Fifty Thousand Dollars ($550,000) per year (“BaseSalary”), less applicable withholdings. The Base Salary shall be payable twicemonthly on the 15th business day and last business day of eachmonth. Executive’s compensation shall be reviewed by the Board annually duringthe Company’s normal review period, beginning in the year following the firstanniversary of the Effective 

 

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Date.  In addition to the Base Salary set forthabove, Company agrees to reimburse Executive for the reasonable cost of housingand an automobile for use in the in the Dallas/Fort Worth metropolitan areawhile performing his duties as the President of EmCare.  Executive shall submit a proposal for housingand automobile expense to the CEO of the Company for approval in his solediscretion.

 

3.                                       Executive shall continue to be eligible to participate in the short-term incentive plan as set forth in the Employment Agreement for fiscal year 2010 and Executive’s incentive compensation for fiscal year 2011 and thereafter shall be determined by the Board.

 

4.                                       A new Subsection D shall be added to Section 4 “Compensation,” as follows:

 

D.                                    Subject to the approval of the Board of the Company and upon the soonest possible grant date approved by the Board,  Executive shall receive a one-time grant of options to purchase twenty-five thousand (25,000) shares of class A common stock of Company which will vest over the course of four (4) years on substantially the terms set forth in the Option Agreement between Company and Executive entered into simultaneously with the grant of such stock by the Board and twenty-five thousand (25,000) restricted shares of class A common stock of Company which will vest over the course of three (3) years on substantially the terms set forth in the Restricted Stock Agreement between Company and Executive entered into simultaneously with the grant of such stock by the Board.

 

5.                                       Subsections A and B of Section 9 “Restrictive Covenants,” shall be amended and restated to read in their entirety as follows:

 

A.                                   Executiveagrees that during the term of this Agreement, and for twenty-four (24) monthsthereafter (provided, that if Executive does not receive severance benefitsupon termination of this Agreement, such period shall be twelve (12) months),Executive will not in any manner, without the prior written consent of theCompany, directly or indirectly: (1) disclose or divulge to any person,entity, firm, company or employer, or use for Executive’s own benefit or thebenefit of any other person, entity, firm, company or employer directly orindirectly in competition with the Company, any knowledge, information,business methods, techniques or data of the Company; (2) solicit, divert,take away or interfere with any of the customers, accounts, trade, businesspatronage, employees or contractual arrangements of the Company; (3) competewith the Company or enter into any contractual arrangements for the provisionof medical transportation services, and physician practice management servicesas related to hospital emergency department and hospitalist outsourcing withany governmental authority, provider or hospital with which Executive has come intocontact while an employee of the Company; or (4) either individually or inpartnership, or jointly in conjunction with any other person, entity ororganization, as principal, agent, consultant, lender, contractor, employer,employee, investor, shareholder, or in any other manner, directly orindirectly, manage, carry on, establish, control, engage in, invest in, offerfinancial assistance, 

 

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financialservices to, or permit his name to be used by any business that competes withthe then-existing business of the Company, provided that the Executive shall beentitled, for investment purposes, to purchase and trade shares of a publiccompany which are listed and posted for trading on a recognized stock exchangeand the business of which public company may be in competition with thebusiness of the Company, provided that the Executive shall not directly orindirectly own more than five percent (5%) of the issued share capital of thepublic company, or participate in its management or operation, or in anyadvisory capacity within the time limits set out herein. Solely for thepurposes of this paragraph 9, the term “Company” shall mean the Company, itssubsidiaries, its affiliates, their subsidiaries and companies for whom suchentities provide services.

 

B.                                     Executivefurther agrees that for a period of twenty-four (24) months followingtermination of employment, however caused, he will not solicit for hire orrehire, or take away, or cause to be hired, or taken away, management levelemployee(s) of the Company.

 

6.                                       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.

 

INWITNESS WHEREOF, the Company and Executive have executed this Agreement, in multiplecounterparts, each of which shall be deemed an original, effective as of April 1,2010.

 

**EMERGENCYMEDICAL SERVICES CORPORATION**

 

 
| By:           | /s/ William A. Sanger                |   |
|---------------|--------------------------------------|--------|
|          | Name: William A. Sanger              |   |
|          | Title:   Chairman  and CEO |   |
|          |                                 |   |
|          |                                 |   |
| **EXECUTIVE** |                                 |
|          |                                 |   |
|          |                                 |   |
| By:           | /s/ Todd G.  Zimmerman               |   |
|          | Todd  G. Zimmerman                   |   |

 

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