**Exhibit 10.14.4**

 

**EmergencyMedical Services Corporation**

 

**Second Amended and Restated Long-Term Incentive Plan**

 

**Amended and Restated Executive Officer RestrictedStock Agreement**

 

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effective as of[                                  ](the “Date of Grant”), which Original Agreement is superseded in its entiretyby this Amended and Restated Agreement.

 

**1.    ****Long-Term Incentive Plan.**  This Amended and Restated Agreement isentered into pursuant to the terms of the Emergency Medical ServicesCorporation Amended and Restated Long-Term Incentive Plan, as it may be amendedfrom time to time (the “Plan”), which is incorporated herein and made a parthereof for all purposes. To the extent that any provision of this Amended andRestated Agreement conflicts with the express terms of the Plan, the terms ofthe Plan shall control and, if necessary, the applicable provisions of thisAmended and Restated Agreement shall be deemed amended so as to carry out thepurpose and intent of the Plan.

 

**2.    ****Definitions.** Allcapitalized terms used in this Amended and Restated Agreement shall have themeanings ascribed to them in the Plan unless otherwise defined in this Amendedand Restated Agreement. As used in this Amended and Restated Agreement, thefollowing 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 orequity interests of, or by any other manner, of any entity that is consummated during a PerformancePeriod, the Adjusted EBITDA Targets in the then-current Performance Period willincrease by the amount of the pro forma Adjusted EBITDA contribution for suchPerformance Period, (i) *less* the proforma Adjusted EBITDA contribution for the initial 90-day period following theclosing date of such acquisition, (ii) *plus*, in thesole discretion of the Committee, any additional upward adjustment amount ifthe pro forma annualized Adjusted EBITDA exceeds $10 million.

 

**“Adjusted EBITDA”** means the definition set forth in theCompany’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.

 

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**“Adjusted EBITDA Target”**means the Adjusted EBITDAtargets set forth for each Performance Period in accordance with the definitionof “Performance Requirement.”

 

**“Compensation Committee Certification”** means the writtencertification by the Committee required under Section 1.162-27(e)(5) ofthe Treasury Regulations underlying the Code (or any successor statutethereto).

 

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

 

“**Liquidity Event**” means (i) the sale ofall, or substantially all, of the Company’s consolidated assets, including,without limitation, a sale of all or substantially all of the assets of theCompany or any of its subsidiaries whose assets, constitute all orsubstantially all of the Company’s consolidated assets, in any singletransaction or series of related transactions or (ii) any merger orconsolidation of the Company with or into another entity unless, after givingeffect to such merger or consolidation, the holders of the Company’s shares (ona fully-diluted basis) immediately prior to the merger or consolidation, ownshares or other equity interests (on a fully-diluted basis) of the surviving orresulting corporation or other entity representing a majority of theoutstanding voting power to elect directors of the surviving or resultingcorporation (or the general partner of a surviving partnership) in the sameproportions that they held their shares prior to such merger or consolidation.

 

“**Onex**” means Onex Partners LP.

 

**“Performance Period”** means either of the InitialPerformance Period, the Second Performance Period or the Third PerformancePeriod.

 

**“Performance Requirement”** means the Adjusted EBITDAgenerated by the Company in accordance with the following schedule, and subjectto any Acquisition Projection Adjustments: (i) for the Initial PerformancePeriod, an amount equal to or exceeding $158.2 million; (ii) for theSecond Performance Period, an amount equal to or exceeding the Adjusted EBITDAfor calendar year 2010 multiplied by 1.1; and (iii) for the ThirdPerformance Period, an amount equal to or exceeding the Adjusted EBITDA for theSecond Performance Period multiplied by 1.1. In the event that the Adjusted EBITDA generated by the Company in anyPerformance Period is equal to or exceeds the Adjusted EBITDA Target for suchPerformance Period, then the Performance Requirement shall be deemedimmediately satisfied for any and all Performance Periods, irrespective ofwhether such Performance Periods have expired.

 

“**Recap**” means a recapitalization of theCompany.

 

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

 

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

 

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

 

**3.    ****Restricted Stock.** In order toencourage the Participant’s contribution to the successful performance of theCompany and its subsidiaries, and in consideration of the covenants andpromises of the Participant herein contained, the Company granted to theParticipant as of the Date of Grant,[                            ]of Class A Common Stock, par value $0.01 per share, subject to theconditions and restrictions set forth herein and in the Plan (the “RestrictedStock”).

 

**4.    ****Escrow of Certificates.** Anycertificates or book entries representing the shares of Restricted Stock shallbe registered in the name of the Participant and deposited, together with astock power endorsed by the Participant in blank (upon the request of theCompany), with the transfer agent of the Company (or any other authorizeddesignee of the Company, which the Company may choose in its sole discretion)until such shares have vested in the Participant in accordance with Section 6hereof. Any certificate shall bear a legend as provided by the Company,conspicuously referring to the terms, conditions and restrictions described inthe Plan and in this Amended and Restated Agreement; provided, however, that inthe event the Company, in its sole discretion, permits book entries torepresent the shares of Restricted Stock in lieu of certificates, the soleindicia of the Participant’s ownership of the vested shares of Restricted Stockwill be one or more electronic entries in Participant’s brokerage accountpromptly following one or more vesting events in accordance with this Amendedand Restated Agreement. The Participant, by executing this Amended and RestatedAgreement in the space provided below, hereby acknowledges (a) that, as amaterial inducement to the grant of this Award under the Plan, the transferagent of the Company (or any other authorized designee of the Company, whichthe Company may choose in its sole discretion)is so appointed as the escrowholder 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 suchactions and to effectuate all transfers of vested Restricted Stock or releasesas are in accordance with the terms of this Amended and Restated Agreement orthe Plan and (b) that the appointment is coupled with an interest, andthat it accordingly will be irrevocable. The escrow holder will not be liableto the Participant (or to any other party) for any actions or omissions unlessthe escrow holder is grossly negligent. The escrow holder may rely upon anyletter, notice, or other document executed by any signature purported to begenuine.  No certificates will be issued for a partial share, and theParticipant will receive the Fair Market Value of any partial share in cash.

 

**5.    ****Restrictions on Transfer BeforeVesting**.  The shares of Restricted Stockgranted under the Original Agreement to the Participant are subject toSection 8.1(b) of the Plan during the period from the Date of Grantuntil they have become vested in the Participant in accordance with theprovisions of Section 6 hereof.

 

**6.    ****Vesting of Restricted Stock.** Allrestrictions shall lapse and the Participant shall become vested in theRestricted Stock as follows:

 

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(a)       **Time Vesting**.  One-third (1/3) of the shares of RestrictedStock shall become vested on each of the first three anniversaries of the Dateof Grant.

 

TheRestricted Stock shall not vest pursuant to this Section 6(a) if theParticipant has not been continuously employed by the Company or one of itssubsidiaries from the Date of Grant through the applicable vesting date.  In addition, the Restricted Stock shall notvest until the Company has both satisfied the Performance Requirements withrespect to any shares of Restricted Stock that are unvested as of the date ofthis Amended and Restated Agreement, and the Committee has provided theCompensation Committee Certification to the Company.

 

(b)   Notwithstanding the provisions of Section 6(a), upon theoccurrence of a Liquidity Event, all shares of Restricted Stock shall, unlesspreviously forfeited, become fully vested on the date of the consummation ofsuch Liquidity Event.  The occurrence ofa Recap shall not affect the vesting of the Restricted Stock under this clause(b)(i).

 

**7.     Forfeiture of Unvested Restricted Stock.** The shares ofRestricted Stock that have not previously vested in accordance withSection 6 hereof shall be forfeited by the Participant to the Company asfollows:

 

(a) If the Participantceases to be an employee of the Company or one of its subsidiaries for anyreason, then the shares of Restricted Stock that have not previously vested inaccordance with Section 6 hereof as of the date of such termination, shallbe forfeited automatically by the Participant to the Company;

 

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

 

**8.    ****Beneficiary Designations.** The persondesignated by the Participant as his or her beneficiary(ies) on the signature page hereof(each a “Beneficiary”) shall receive any distribution of vested sharesotherwise due the Participant in the event of the death of the Participantprior to receipt of such shares. The Participant shall have the right to changethe Beneficiary or Beneficiaries from time to time; provided, however, that anychange shall not become effective until received in writing by the Secretary ofthe Company. If any designated Beneficiary survives the Participant but diesbefore receiving all of his benefits hereunder, any remaining benefits due himshall be distributed to the deceased Beneficiary’s estate. If there is noeffective Beneficiary designation on file at the time of the Participant’sdeath, or if the designated Beneficiary or Beneficiaries have all predeceasedsuch Participant, the payment of any remaining benefits shall be made to theParticipant’s estate.

 

**9.    ****Limitation of Rights.**  Nothing in this Amended and RestatedAgreement or the Plan shall be construed to:

 

(a)       give the Participant any right to be awarded any furtherrestricted 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 anyfund or in any specified asset or assets of the Company or any subsidiary; or

 

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

 

**10. ****Successors and Assigns.** This Amendedand Restated Agreement shall bind and inure to the benefit of and beenforceable by the Participant, the Company and their respective permittedsuccessors and assigns (including personal representatives, heirs andlegatees), except that the Participant may not assign any rights or obligationsunder this Amended and Restated Agreement except to the extent and in themanner expressly permitted herein.

 

**11. ****Securities Act.** The Companywill not be required to deliver any shares of Common Stock pursuant to thisAmended and Restated Agreement if, in the opinion of counsel for the Company,such issuance would violate the Securities Act of 1933 or any other applicablefederal or state securities laws or regulations. The Company may require thatthe Participant, prior to the issuance of any such shares pursuant to thisAmended and Restated Agreement deliver to the Company a written statement (“InvestmentLetter”), in form and content acceptable to the Company, in its solediscretion, stating (i) that the Participant is purchasing the shares forinvestment 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 theParticipant may then own or thereafter acquire except pursuant to a registeredoffering or a valid exemption from registration. Any stock certificates issuedpursuant to this Amended and Restated Agreement shall bear a restrictive legendas follows:

 

THISSTOCK MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL OTHERAPPLICABLE SECURITIES LAWS.

 

**12. ****Withholding Taxes.** TheParticipant hereby agrees that any shares that are transferred to theParticipant (or Beneficiary) hereunder may be subject to the payment of or reducedby any amount or amounts that the Company is required to withhold under thethen applicable provisions of the Internal Revenue Code of 1986, as amended(the “Code”), or its successors, or any other federal, state or local taxwithholding requirement (the “Withholding Amount”). The Participant may, in hisor her discretion, make the election permitted by Section 83(b) ofthe Code with respect to the grant of Restricted Stock pursuant to this Amendedand Restated Agreement, and, if such election is made, Participant shallprovide a copy thereof to the Company on the date of filing. When the Companyis required to withhold 

 

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the Withholding Amount underthe applicable provisions of law, the Participant hereby agrees to satisfy suchrequirement either by (a) paying to the Company, in cash or by certified orcashier’s check, an amount equal to the Withholding Amount, and/or (b) authorizingthe Company to withhold the Withholding Amount from any cash or othercompensation otherwise payable to the Participant, provided that, to the extentthat the Participant does not remit the entire Withholding Amount by one or acombination of such methods, the Company may at its election withhold from theshares otherwise to be delivered to the Participant that number of shareshaving a fair market value, as determined by the Company,  equal to the remaining Withholding Amount.

 

**13. ****Governing Law.** This Amendedand Restated Agreement shall be governed by, construed and enforced inaccordance with the laws of the State of Delaware.

 

***[Signature page follows]***

 

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ThisAmended and Restated Agreement is executed and delivered, in duplicate,pursuant to the Plan, the provisions of which are incorporated herein byreference.

 
| **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 MYBENEFICIARY(IES) IN ACCORDANCE WITH SECTION 8 OF THE FOREGOING AGREEMENT**:

** **

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

 

 
|                            |   |
|---------------------------------|--------|
| (Participant’s  signature) |   |

 

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