**Exhibit 10.19**

 

**EMPLOYMENTAGREEMENT**

 

This Amended and Restated Employment Agreement (the “Agreement”)by and between American Medical Response, Inc. (the “Company”) and MarkBruning (the “Executive”) is made and effective this 4th day of May, 2009 (the “EffectiveDate”).

 

## **RECITALS**

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Executive desires to be employed bythe Company in a confidential relationship during which Executive will haveaccess to and become familiar with information as to the specific manner ofdoing business, strategic plans for future business and identity of customersand potential customers, all of which is established and maintained at greatexpense to the Company and constitutes trade secrets of the Company; and

 

Executiverecognizes that the Company and its subsidiaries and managed entities dependupon this confidential information and trade secrets, including withoutlimitation confidential techniques, methods and data; and

 

TheCompany and its subsidiaries will sustain great loss and damage if Executiveshould violate the provisions of this Agreement, particularly with respect toconfidential information and restrictions on competition.  Monetary damages for such losses would beextremely difficult to measure; and

 

Executivehas previously entered into an employment agreement with the Company, effectiveas of February 15, 2008 and amended as of January 1, 2009, andCompany and Executive now wish to amend and restate such employment agreementas set forth herein (the “Agreement”).

 

**NOWTHEREFORE**, inconsideration of the mutual promises, terms, covenants and conditions set forthherein and the performance of each, effective as of the time of the effectivedate, it is hereby agreed as follows:

 

1.     Employment.

 

A.            The Company shall employ theExecutive as President, and the Executive shall serve in such capacity,performing such duties as are consistent with such position, along with suchother duties and responsibilities assigned to the Executive by the Company. TheExecutive shall devote his best efforts and all of his business time to theperformance of his duties under this Agreement and shall perform themfaithfully, diligently, competently and in a manner consistent with thepolicies of the Company as determined from time to time by the Company.

 

B.            The Executive shall reportto the Chief Executive Officer of the Company on all matters pertaining to hisduties under this Agreement.

 

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C.            The Executive shall notengage in other business activities outside the scope of this Agreement if suchactivities would detract from or interfere with the fulfillment of hisresponsibilities or duties under this Agreement.

 

D.            The Executive shall notserve as an officer or director (or the equivalent position) of any entityother than Company or its affiliated entities, and shall not receive fees orother remuneration for work performed either within or outside the scope of hisemployment without the prior written consent of the Chief Executive Officer ofthe Company.

 

2.             Term ofEmployment. This Agreement shall commence immediately andcontinue through January 22, 2010, and shall automatically renew foradditional one (1) year periods thereafter, unless either party providesthe other with notice of termination pursuant to Section 7 of thisAgreement.

 

3.             Compensation.

 

A.            As full compensation for allservices rendered by the Executive pursuant to this Agreement, the Companyshall pay to the Executive the sum of Four Hundred Thousand Dollars ($400,000) annually(“Base Salary”), less all applicable withholdings.  The Base Salary shall be payable in accordancewith the Company’s standard payroll practices, and shall be reviewed by the ChiefExecutive Officer annually during the Company’s normal review period.

 

Executive shallalso be eligible to participate in the Company’s incentive plan applicable tomanagement personnel (“MEIP”), with a target bonus of 75% of Executive’s BaseSalary.  The Executive’s right to receiveany bonus under the MEIP shall be determined based upon Executive’s achievementof performance targets established by the Chief Executive Officer of theCompany, such achievement determined at the Company’s sole reasonable discretionin accordance with the provisions of the MEIP, as approved by the Board ofDirectors of the Company or Emergency Medical Services Corporation, asapplicable.   Payment of individual incentive bonuses willbe processed and paid by the first business day 2 1⁄2 months following the end ofthe plan year, provided Executive is employed by Company on the date payment isto be made.

 

4.             Fringe Benefits; Expenses.

 

A.            The Executive shall beentitled to participate in all Company health and related employee benefitplans to the extent he is eligible under the terms of such plans.

 

B.            The Company shall reimbursethe Executive for all reasonable and necessary expenses incurred by him inconnection with his employment in accordance with the Company’s standardpolicies and procedures.

 

C.            The Executive shall beentitled to paid time off (“PTO”) to the extent he is eligible under the termsof the PTO plan maintained by the Company, to be taken 

 

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at times selected by him, with the prior concurrence of the ChiefExecutive Officer of the Company.

 

D.            The Company shall provideExecutive with a monthly allowance of Seven Hundred Fifty Dollars ($750.00) forexpenses incurred by the Executive for the lease or purchase of an automobile.

 

5.             Disability or Death.

 

A.            If, as the result of anyphysical or mental disability, the Executive shall have failed or is unable toperform his duties for a period of one hundred eighty (180) consecutive days, asdetermined by the Company, the Company may terminate this Agreement as of thedate of its issuance of written notice without any further payment or thefurnishing of any benefit by the Company under this Agreement, unless otherwiserequired by applicable law.  During theperiod of disability, and prior to the earlier of the date Executive isconsidered to have a separation from service under Section 409A of theInternal Revenue Code of 1986, as amended (“Code”) or notification oftermination by the Company as set forth in this Section 5, Executive shallbe entitled to receive his base salary and a pro rata portion of his annualperformance bonus, to the extent he is eligible, offset by such amounts paid toExecutive under any disability insurance policies maintained by the Company.

 

B.            The term of the Executive’semployment under this Agreement shall terminate upon his death without anyfurther payment or the furnishing of any benefit by the Company under thisAgreement other than accrued and unpaid base salary and commissions andexpenses and benefits which have accrued pursuant to any plan or by law.

 

6.             Restrictive Covenants;Inventions.

 

A.            Executiveagrees that during the term of this Agreement, and for a period of twelve (12)months thereafter, Executive will not in any manner directly or indirectly: (a) discloseor divulge to any person, entity, firm, company or employer, or use forExecutive’s own benefit or the benefit of any other person, entity, firm,company or employer directly or indirectly in competition with Employer, anyknowledge, information, business methods, techniques or data of Employer; (b) solicit,divert, take away or interfere with any of the accounts, trade, businesspatronage, employees or contractual arrangements of Employer; or (c) competewith Employer, or enter into any contractual arrangements either individuallyor as equityholder in any entity, for the provision of air or ground ambulanceservices, medical transportation services or managed medical transportationservices  within one hundred (100) milesof any client of Employer.  Solely forthe purposes of this Section 6, the term “Employer” shall mean AmericanMedical Response, Inc. its subsidiaries and affiliates and companies undermanagement agreements with any of them.

 

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B.            It is theintention of the parties to restrict the activities of Executive in a mannerwhich reasonably protects the legitimate business interests of Employer. In theevent this Section 6 is deemed overboard or unenforceable by a court ofcompetent jurisdiction, it is the intent of the parties that this Section 6be enforced to the fullest extent allowed under applicable law, and bereformulated by such court to the extent necessary to so enforce it.

 

C.            The Company andExecutive acknowledge that Colorado law, as set forth in Colorado RevisedStatutes § 8-2-113(2), voids covenants not to compete unless such covenantqualifies for at least one enumerated exception.  The Company and the Executive agree, andtherefore waive any argument to the contrary, that the restrictions set forthin this Section 6 are legal and enforceable under Colorado law because suchrestrictions meet two such exceptions: (i) this Agreement is a “contractfor the protection of trade secrets” and (ii) Executive is an “executive.”  C.R.S. § 8-2-113(2)(b) & (d).

 

D.            All memoranda,notes, records, or other documents made or composed by the Executive, or madeavailable to him during the term of this Agreement concerning or in any wayrelating to the business or affairs of the Employer or clients shall be theCompany’s property and shall be delivered to the Employer on the termination ofthis Agreement or at any other time at the request of the Employer.

 

E.             Executivehereby assigns and agrees to assign all his interest in any and all conceptionsand ideas for inventions, improvements, discoveries and works, whether or notpatentable or copyrightable, which are conceived or made by Executive solely orjointly with another during the period of employment or within one (1) yearthereafter and which are related to the business or activities of the Employeror which Executive conceives as a result of his employment by the Employer(collectively, “Proprietary Rights”), to the Employer or its nominee.  All copyrightable Propriety Rights shall beconsidered to be “works made for hire”. Whenever requested to do so by the Employer, Executive shall execute anyand all instruments and do such acts that the Employer shall request to protectthe Employer’s interest therein.  Theseobligations shall continue beyond the termination of employment, and shall bebinding upon Executive’s assigns, executors, administrators and other legalrepresentatives.

 

F.             The Executiveacknowledges that the agreements provided in this Section 6 were aninducement to the Company to enter into this Agreement and that the remedy atlaw for breach of his covenants under this Section 6 will be inadequate.Accordingly, in the event of any breach or threatened breach by the Executiveof any provision of this Section 6, the Company shall be entitled, inaddition to all other remedies, to an injunction restraining any breach by Executive.

 

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7.     Termination.

 

A.            The Company shall have theright to immediately terminate this Agreement and the Executive’s employmentwith the Company for cause. For purposes of this Agreement, the term “cause”shall mean:

 

1.             Any material breach of theExecutive’s obligations under this Agreement.

 

2.             Fraud, theft, or grossmisconduct on the part of the Executive, including, without limitation, criminalconduct, conduct involving moral turpitude, embezzlement, or misappropriationof assets.

 

3.             Executive’s exclusion fromparticipation in, or imposition of penalties from, any governmentalreimbursement program, including but not limited to Medicare, Medicaid orCHAMPUS.

 

4.             Alcohol or drug abuse thatimpairs the Executive’s ability to properly perform his duties.

 

5.             Conduct by Executive whichhas a material adverse affect on the business of the Company or any of itssubsidiaries, divisions, or affiliates, as determined by the Company.

 

6.             Violation by the Executiveof any of the written work rules or written policies of the Company,including the Company’s Corporate Compliance Policy.

 

B.            The Company may also terminatethis Agreement without cause by providing the Executive with ninety (90) daysprior written notice.

 

C.            Executive may terminate hisemployment at any time by providing ninety (90) days’ prior written notice oftermination of this Agreement to the Company.

 

D.            If the employment of theExecutive is terminated for cause, the Company shall have no obligation to makeany further payment to the Executive (other than accrued and unpaid base salaryand expenses to the date of termination), or continue to provide any benefit(other than benefits which have accrued pursuant to any plan or by law) to theExecutive under this Agreement.

 

E.             Upon termination ofExecutive’s employment by the Company pursuant to Section 7.B, Executiveshall be entitled to receive (i) all cash compensation earned under thisAgreement to the date of termination plus (ii) Base Salary in the amountpayable on the date immediately prior to termination for an additional periodof one (1) year following the date of termination, payable on the Company’sregularly scheduled payroll dates during such period.  For purposes of Section 409A of theCode, the right to a series of installment payments hereunder shall be treatedas a right to a series of separate payments. Notwithstanding 

 

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anything herein to thecontrary, in the event that Executive is determined to be a specified employeewithin the meaning of Section 409A of the Code for purposes of any paymenton termination of employment hereunder, and such payment (or any portionthereof) does not meet the short-term deferral exception, the involuntaryseparation from service exception or another applicable exception to deferredcompensation for purposes of Section 409A of the Code, payment shall bemade or begin, as applicable, on the first payroll date which is more than sixmonths following the date of separation from service, to the extent required toavoid any adverse tax consequences under Section 409A of the Code.

 

8.             Miscellaneous.

 

A.            This Agreement shall begoverned by and construed in accordance with the laws of the State of Colorado applicableto agreements made and performed in Colorado, and shall be construed withoutregard to any presumption or other rule requiring construction against theparty causing the Agreement to be drafted.

 

B.            This agreementcontains a complete statement of all the arrangements between the Company andthe Executive with respect to its subject matter, supersedes all previousagreements, written or oral, among them relating to its subject matter, andcannot be modified, amended, or terminated orally. Amendments may be made tothis Agreement at any time if mutually agreed upon in writing.

 

C.            Any amendment,notice, or other communication under this Agreement shall be in writing andshall be considered given when received and shall be delivered personally or mailedby Certified Mail, Return Receipt Requested, to the parties at their respectiveaddresses set forth below (or at such other address as a party may specify bynotice to the other):

 
| If  to Company:   | 6200  South Syracuse Way                                  |
|-------------------|-----------------------------------------------------------|
|              | Greenwood  Village, Colorado 80111                        |
|              | Attention:                                                | Legal  Department and |
|              |                                                      | Human  Resources Department |
|              |                                                      |   |
| If  to Executive: | Executive’s  last known address on file with Company |

 

D.            The failure ofa party to insist upon strict adherence to any term of this Agreement on anyoccasion shall not be considered a waiver or deprive that party of the rightthereafter to insist upon strict adherence to that term or any other term ofthis Agreement. Any waiver must be in writing.

 

E.             Each of theparties irrevocably submits to the exclusive jurisdiction of the United StatesDistrict Court for the District of Colorado over any action, suit, orproceeding relating to or arising out of this Agreement and the transactionscontemplated hereby.

 

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F.             The invalidityor unenforceability of any term or provision of this Agreement shall not affectthe validity or enforceability of the remaining terms or provisions of thisAgreement which shall remain in full force and effect and any such invalid orunenforceable term or provision shall be given full effect as far as possible.If any term or provision of this Agreement is invalid or unenforceable in onejurisdiction, it shall not affect the validity or enforceability of that termor provision in any other jurisdiction.

 

G.            This Agreement is notassignable by either party except that it shall inure to the benefit of and bebinding upon any successor to the Company by merger or consolidation or theacquisition of all or substantially all of the Company’s assets, provided suchsuccessor assumes all of the obligations of the Company, and shall inure to thebenefit of the heirs and legal representatives of the Executive.

 

H.            The parties acknowledge thatnone of the benefits granted to either party here under are conditioned on anyrequirement that either party make referrals to, be in a position to make orinfluence referrals to, or otherwise generate business for the other.

 

INWITNESS WHEREOF, Company and Executive have executed this Agreement, 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:                              | William A. Sanger |
|   |                             |   |
|   | Title:                           | Chief Executive Officer |

 

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