**Exhibit 10.14.5**

 

**Emergency Medical Services Corporation**

 

**Amended andRestated 2007 Long-Term Incentive Plan**

 

**RestrictedStock Agreement**

 

This Restricted Stock Agreement (the“Agreement”) is entered into effective as of                    (the “Date of Grant”) between Emergency Medical Services Corporation, aDelaware corporation, (the “Company”) and                      (“Participant”).

 

**1.    ****2007 Long-Term Incentive Plan.**  This Agreement isentered into pursuant to the terms of the Emergency Medical ServicesCorporation Amended and Restated 2007 Long-Term Incentive Plan, as it may beamended from time to time (the “Plan”), which is incorporated herein and made apart hereof for all purposes. To the extent that any provision of thisAgreement conflicts with the express terms of the Plan, the terms of the Planshall control and, if necessary, the applicable provisions of this Agreementshall be deemed amended so as to carry out the purpose and intent of the Plan.

 

**2.    ****Definitions.**All capitalized terms used in this Agreement shall have the meanings ascribedto them in the Plan unless otherwise defined in this Agreement. As used in thisAgreement, the following terms have the meanings set forth below:

 

“**LiquidityEvent**” means (i) the sale of all, or substantially all, of theCompany’s consolidated assets, including, without limitation, a sale of all orsubstantially all of the assets of the Company or any of its subsidiaries whoseassets, constitute all or substantially all of the Company’s consolidatedassets, in any single transaction or series of related transactions or (ii) anymerger or consolidation of the Company with or into another entity unless,after giving effect to such merger or consolidation, the holders of the Company’sshares (on a fully-diluted basis) immediately prior to the merger orconsolidation, own shares or other equity interests (on a fully-diluted basis)of the surviving or resulting corporation or other entity representing amajority of the outstanding voting power to elect directors of the surviving orresulting corporation (or the general partner of a surviving partnership) inthe same proportions that they held their shares prior to such merger orconsolidation.

 

“**Onex**”means Onex Partners LP.

 

“**Recap**”means a recapitalization of the Company.

 

**3.    ****Restricted Stock.** In order to encourage the Participant’s contribution to thesuccessful performance of the Company and its subsidiaries, and inconsideration of the covenants and promises of the Participant hereincontained, the Company hereby grants to the Participant as of the Date ofGrant,                  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”).

 

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**4.    ****Escrow of Certificates.****Escrow of Certificates.**Any certificates or book entries representing the shares of Restricted Stockshall be registered in the name of the Participant and deposited, together witha stock 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 Agreement; provided, however, that in the event theCompany, in its sole discretion, permits book entries to represent the sharesof Restricted Stock in lieu of certificates, the sole indicia of theParticipant’s ownership of the vested shares of Restricted Stock will be one ormore electronic entries in Participant’s brokerage account promptly followingone or more vesting events in accordance with this Agreement. The Participant,by executing this Agreement in the space provided below, hereby acknowledges(a) that, as a material inducement to the grant of this Award under thePlan, the transfer agent of the Company (or any other authorized designee ofthe Company, which the Company may choose in its sole discretion)is soappointed as the escrow holder with the authority to hold said certificates andstock powers in escrow, to make any book entries in accordance with thisSection, and to take all such actions and to effectuate all transfers of vestedRestricted Stock or releases as are in accordance with the terms of thisAgreement or the Plan and (b) that the appointment is coupled with aninterest, and that it accordingly will be irrevocable. The escrow holder willnot be liable to the Participant (or to any other party) for any actions oromissions unless the escrow holder is grossly negligent. The escrow holder mayrely upon any letter, notice, or other document executed by any signaturepurported to be genuine.  No certificates will be issued for a partialshare, and the Participant will receive the Fair Market Value of any partialshare in cash.

 

**5.    ****Restrictions on Transfer Before Vesting**.  The shares of RestrictedStock granted hereunder to the Participant are subject to Section 8.1(b) ofthe Plan during the period from the Date of Grant until they have become vestedin the Participant in accordance with the provisions of Section 6 hereof.

 

**6.    ****Vesting of Restricted Stock.** Unless the Committee, in its sole and absolute discretion,elects to accelerate the vesting of some or all of the unvested shares ofRestricted Stock, all restrictions shall lapse and the Participant shall becomevested in the Restricted Stock as follows:

 

(a)       **(i) Time Vesting**.  One-third (1/3)of the shares of Restricted Stock shall become vested on each of the firstthree anniversaries of the Date of Grant.

 

The Participant shall not vestpursuant to this Section 6(a) in shares of Restricted Stock if theParticipant has not been continuously employed by the Company or one of itssubsidiaries from the Date of Grant through the applicable vesting date.

 

(b)       Notwithstanding the provisions ofSections 6(a):

 

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(i)        Upon the occurrence of a LiquidityEvent, all shares of Restricted Stock shall, unless previously forfeited,become fully vested on the date of the consummation of such LiquidityEvent.  The occurrence of a Recap shallnot affect the vesting of the Restricted Stock under this clause (b)(i).

 

**7.     Forfeiture ofUnvested Restricted Stock.**The shares of Restricted Stock that have not previously vested in accordancewith Section 6 hereof shall be forfeited by the Participant to the Companyas follows:

 

(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 person designated by the Participant as his or herbeneficiary(ies) on the signature page hereof (each a “Beneficiary”) shallreceive any distribution of vested shares otherwise due the Participant in theevent of the death of the Participant prior to receipt of such shares. TheParticipant shall have the right to change the Beneficiary or Beneficiariesfrom time to time; provided, however, that any change shall not becomeeffective until received in writing by the Secretary of the Company. If anydesignated Beneficiary survives the Participant but dies before receiving allof his benefits hereunder, any remaining benefits due him shall be distributedto the deceased Beneficiary’s estate. If there is no effective Beneficiarydesignation on file at the time of the Participant’s death, or if thedesignated Beneficiary or Beneficiaries have all predeceased such Participant,the payment of any remaining benefits shall be made to the Participant’sestate.

 

**9.    ****Limitation of Rights.**  Nothing in thisAgreement or the Plan shall be construed to:

 

(a)       give the Participant any right to beawarded any further restricted stock other than in the sole discretion of theCommittee;

 

(b)       give the Participant or any other personany interest in any fund or in any specified asset or assets of the Company orany subsidiary; or

 

(c)       confer upon the Participant the right tocontinue in the employment or service of the Company or any of itssubsidiaries, or affect the right of the Company or any of its subsidiaries toterminate the employment or service of the Participant at any time or for anyreason.

 

**10. ****Successors and Assigns.** This Agreement shall bind and inure to the benefit of andbe enforceable by the Participant, the Company and their respective permittedsuccessors and 

 

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assigns(including personal representatives, heirs and legatees), except that the Participantmay not assign any rights or obligations under this Agreement except to theextent and in the manner expressly permitted herein.

 

**11. ****Securities Act.** The Company will not be required to deliver any shares ofCommon Stock pursuant to this Agreement if, in the opinion of counsel for theCompany, such issuance would violate the Securities Act of 1933 or any otherapplicable federal or state securities laws or regulations. The Company mayrequire that the Participant, prior to the issuance of any such shares pursuantto this 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 Agreement shall bear a restrictive legend as follows:

 

THIS STOCK MAY NOT BE OFFERED,SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INEACH CASE IN ACCORDANCE WITH ALL OTHER APPLICABLE SECURITIES LAWS.

 

**12. ****Withholding Taxes.** The Participant hereby agrees that any shares that aretransferred to the Participant (or Beneficiary) hereunder may be subject to thepayment of or reduced by any amount or amounts that the Company is required towithhold under the then applicable provisions of the Internal Revenue Code of1986, as amended (the “Code”), or its successors, or any other federal, stateor local tax withholding requirement (the “Withholding Amount”). TheParticipant may, in his or her discretion, make the election permitted by Section 83(b) ofthe Code with respect to the grant of Restricted Stock pursuant to thisAgreement, and, if such election is made, Participant shall provide a copythereof to the Company on the date of filing. When the Company is required towithhold the Withholding Amount under the applicable provisions of law, the Participanthereby agrees to satisfy such requirement either by (a) paying to theCompany, in cash or by certified or cashier’s check, an amount equal to theWithholding Amount, and/or (b) authorizing the Company to withhold theWithholding Amount from any cash or other compensation otherwise payable to theParticipant, provided that, to the extent that the Participant does not remitthe entire Withholding Amount by one or a combination of such methods, theCompany may at its election withhold from the shares otherwise to be deliveredto the Participant that number of shares having a fair market value, asdetermined by the Company,  equal to theremaining Withholding Amount.

 

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**13. ****Governing Law.** This Agreement shall be governed by, construed and enforcedin accordance with the laws of the State of Delaware.

 

***[Signature page follows]***

 

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This Agreement is executed anddelivered, in duplicate, pursuant to the Plan, the provisions of which areincorporated herein by reference.

 
| **EMERGENCY MEDICAL  SERVICES CORPORATION** | **PARTICIPANT** |
|---------------------------------------------|-----------------|
|                                        |            |   |   |
| By:                                         |            |   |   |
|                                        | Name:           |   | (signature) |
|                                        | Title:          |   |   |
|                                        |            |   | (print name) |
|                                        |            |   |   |
|                                        |            |   |   |
|                                        |            |   | Address: |
|                                        |            |   |   |
|                                        |            |   | Facsimile  No. |
|                                        |            |   |   |
|                                        |            |   | Social  Security No. |
|                                             |                 |  |  |  |

 

 

**BENEFICIARYDESIGNATION**

** **

**I HEREBY DESIGNATETHE FOLLOWING PERSON(S) AS MY BENEFICIARY(IES) IN ACCORDANCE WITH SECTION 8OF THE FOREGOING AGREEMENT**:

** **

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

 

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

 

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