**Exhibit 10.2.1**

** **

**FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**

 

                This First Amendment to theEmployment Agreement is made and entered into as of the 4th day ofJanuary, 2008 by and between Emergency Medical Services Corporation (the **“Company**”), and Don S. Harvey (the **“Executive**”).  For purposes of this Amendment, the Companyshall also include Emergency Medical Services, L.P.

 

**RECITALS**

 

A.            The Company and theExecutive previously entered into that certain agreement made as of February 10,2005 (the **“Employment Agreement**”).

 

B.            The Company and theExecutive desire to amend certain provisions of the Employment Agreement on theterms described herein.

 

                **NOW,THEREFORE,** in consideration of the above premises and thefollowing mutual covenants and conditions, the parties agree as follows:

 

                1.             Article 2 of theEmployment Agreement is amended to read as follows:

 

                                Unless earlierterminated pursuant to Article 6 hereof, the Executive’s employmenthereunder shall continue in effect until February 15, 2010, at which timethe Executive’s employment with the Company shall terminate.  Upon a termination of the Executive’semployment pursuant to this Article 2, the Company shall have no furtherpayment obligations to the Executive hereunder for severance or otherwise(except for accrued Base Salary and accrued paid time off through the date ofthe Executive’s termination).

 

                2.             Article 3 of theEmployment Agreement is amended to add the following at the end thereof:

 

                                Effective January 7,2008, the Executive resigns as President and Chief Operating Officer of theCompany and from all other positions he holds as an officer and/or director ofthe Company and any of its subsidiaries and affiliates.  Effective January 7, 2008, the Executiveshall be employed as the Company’s Chief of Special Projects (“**CSP**”), shall report to the Company’sChairman and Chief Executive Officer (the “**CEO**”), andshall serve in such capacity, performing those duties assigned by the CEO thatare consistent with the position of CSP.

 

                3.             Article 4(a) ofthe Agreement is amended to add the following at the end thereof:

 

                                Effective January 7,2008, the Executive’s Base Salary for his services shall be at the annualizedrate of $512,000 and shall continue at such annualized rate through the end ofthe term of his employment.

 

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                4.             Article 4(b) ofthe Employment Agreement is deleted in its entirety and the Executive shall nolonger be eligible to participate in a short-term incentive plan; providedhowever, that this Amendment shall not affect payment, if any, to Executiveunder the Company’s 2007 incentive plan .

 

                5.             Article 4(c) ofthe Employment Agreement is amended to include a new Article 4(c)(iv) withrespect to the Harvey Options and the Executive’s co-investmentsecurities.  These provisions shall also serveto amend the terms of that certain Equity Option Agreement dated February 10,2005 executed by and between the Company and the Executive (the **“Option Agreement**”), as follows:

 

(iv) The vesting of Shares subject to the Harvey Options described in Article 4(c)(ii)(I) ofthe Employment Agreement and in paragraph 4(a)(i) of the Option Agreement(such Shares to be referred to herein as the **“TimeVesting Option Shares**”) shall be accelerated such that 138,954 ofsuch Shares shall be fully vested and exercisable effective January 7,2008.  The remaining 46,317 of the TimeVesting Option Shares shall be forfeited effective January 7, 2008.  The 138,954 Time Vesting Option Shares whichremain outstanding shall otherwise continue to be exercisable in accordance withand subject to the terms of the Option Agreement and the Company’s EquityOption Plan (the **“Plan**”);provided, however, that neither the (i) Time Vesting Option Shares, (ii) theShares subject to the Harvey Options as described in Article 4(c)(ii)(II) ofthis Employment Agreement and in paragraph 4(a)(ii) (the “**Performance Vesting Option Shares**”) of the Option Agreement;nor (iii) the co-investment securities (the **“Co-Invest Shares”**) acquired by the Executive (as described inArticle 4(c) of this Employment Agreement) shall be subject to thetransfer restrictions contained in the Equityholders Agreement (as such term isdefined in the Option Agreement).  Theforegoing notwithstanding, the Executive agrees that he may not sell ortransfer any of his Co-Invest and Time Vesting Option Shares prior to theCompany’s first financial earnings call (related to its 2007 results) of 2008(the “**Earnings Call**”).  Following the Earnings Call, the Executivemay sell or transfer any or all of his Time Vesting Option Shares and up to37,500 of his Co-Invest Shares at anytime, and beginning one week after theEarnings Call, the Executive may sell or transfer up to three thousand (3,000)additional Co-Invest Shares per week until all such Shares are sold ortransferred.  The amount of suchCo-Invest Shares available to be sold or transferred per week shall bedetermined on a cumulative basis such that if the Executive does not sell ortransfer such Shares during any weekly period, the Shares not sold ortransferred may thereafter be sold or transferred in a subsequent week.  The Performance Vesting Option Shares shallcontinue to vest and become exercisable in accordance with the terms of theOption Agreement and the Employment Agreement. .

 

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                6.             Article 5 of theEmployment Agreement is amended to provide that, effective January 7,2008, the Executive shall only be entitled to the benefits described inArticles 5(b) and 5(d) thereof and he shall no longer be entitled toany of the other benefits described in Article 5.  The Executive expressly acknowledges andagrees that he shall cease to accrue any additional vacation or paid time offon and after January 7, 2008, but the vacation or paid time off accruedprior to January 7, 2008 shall be unaffected by the Amendment.

 

                7.             Article 6(a) ofthe Employment Agreement is hereby amended by deleting subparagraphs (iii) and(iv) thereof.

 

                8.             Article 7 of theEmployment Agreement is hereby amended to delete Article 7(a) thereof.

 

                9.             Article 8(a) ofthe Employment Agreement is amended to read as follows:

 

(a) The Executive, throughout the term of his employment, shall devote such timeand attention to the business and affairs of the Company as is necessary tocarry out his duties as CSP.  Executiveshall not, without the approval of the CEO, become an employee of any othercompany or firm which is a commercial venture. It is understood and agreed thatExecutive may provide outside consulting services to a third party as anindependent contractor as long as such consulting services are not inconsistentwith the Executive’s duties and obligations hereunder.

 

                Except as amended herein,all other provisions of the Employment Agreement shall continue in effect andshall be unaffected hereby.

 

                **IN WITNESSWHEREOF,** the parties have set their signatures on the datefirst written above.

 

                Emergency Medical ServicesCorporation

 

| By:    |  /s/ William A. Sanger |   |                    |
|--------|-----------------------------|--------|-------------------------|
|   |                        |   |                    |
| Its:   | Chairman                    |   |  /s/ Don S. Harvey |
|   |                        |   | Don  S. Harvey          |
|   |                        |   |                    |

 

 

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