**Exhibit10.19.1**

 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

 

ThisAmendment (the “Amendment”) to the Amended and Restated Employment Agreement byand between American Medical Response, Inc. (“AMR”) and Mark Bruning (the “Executive”),dated as of May 4, 2009 (the “Employment Agreement”), is made andeffective this 16th day of March, 2010 (the “Effective Date”).

 

**RECITALS**

 

WHEREAS,AMR and the Executive previously entered into that certain EmploymentAgreement; and

 

WHEREAS,AMR and the Executive desire to amend the Employment Agreement on the termsdescribed herein.

 

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

 

1.             The first sentence of Section 6.Aof the Employment Agreement is hereby amended and restated to read in itsentirety as follows:

 

“Executiveagrees that during the term of this Agreement, and for a period thereafterwhich is the longer of twelve (12) months or the period during which paymentsare received pursuant to Section 7.E, Executive will not in any mannerdirectly or indirectly: (a) disclose or divulge to any person, entity,firm, company or employer, or use for Executive’s own benefit or the benefit ofany other person, entity, firm, company or employer directly or indirectly incompetition with Employer, any knowledge, information, business methods,techniques or data of Employer; (b) solicit, divert, take away orinterfere with any of the accounts, trade, business patronage, employees orcontractual arrangements of Employer; or (c) compete with Employer, orenter into any contractual arrangements either individually or as equityholderin any entity, for the provision of air or ground ambulance services, medicaltransportation services or managed medical transportation services withinone hundred (100) miles of any client of Employer.”

 

2.             Section 7.E of the EmploymentAgreement is hereby amended and restated to read in its entirety as follows:

 

“Upontermination of Executive’s employment by the Company pursuant to Section 7.B,Executive shall be entitled to receive (i) all cash compensation earnedunder this Agreement to the date of termination plus (ii) Base Salary inthe amount payable on the date immediately prior to termination for anadditional period of two (2) years following the date of termination,payable on the Company’s regularly scheduled payroll dates during suchperiod.  The restrictive covenants setforth in Section 6.A of this Agreement shall remain in effect for theperiod during which payments are received by Executive under this Section 7.E.  

 

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Forpurposes of Section 409A of the Code, the right to a series of installmentpayments hereunder shall be treated as a right to a series of separatepayments.  Notwithstanding anythingherein to the contrary, in the event that Executive is determined to be aspecified employee within the meaning of Section 409A of the Code forpurposes of any payment on termination of employment hereunder, and suchpayment (or any portion thereof) does not meet the short-term deferralexception, the involuntary separation from service exception or anotherapplicable exception to deferred compensation for purposes of Section 409Aof the Code, payment shall be made or begin, as applicable, on the firstpayroll date which is more than six months following the date of separationfrom service, to the extent required to avoid any adverse tax consequencesunder Section 409A of the Code.”

 

3.             Except as specifically set forthherein, all of the terms and conditions of the Employment Agreement aredeclared by the parties to be in full force and effect without change.

 

*[Remainder of page intentionallyleft blank.]*

 

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INWITNESS WHEREOF, Company and Executive have executed this Amendment, inmultiple counterparts, each of which shall be deemed an original, effective asof the Effective Date.

 

 
|   | MARK  BRUNING                         |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | /s/  Mark Bruning                     |
|   |                                  |
|   |                                  |
|   | AMERICAN  MEDICAL RESPONSE, INC. |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/  William A. Sanger |
|   |                                  |   |
|   | Title:                                | Chief  Executive Officer |

 

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