ex10-16n










Exhibit 10.16(n)


EMPLOYMENT AGREEMENT


      This Employment Agreement (“Agreement”) is made and entered into by and
between John Banas (“Executive”) and RURAL/METRO CORPORATION, its
subsidiaries, affiliates, joint ventures and partnerships (“Rural/Metro”). The
Effective Date of this Agreement is April 23, 2001.


RECITALS



	 	A.	 	The Board of Directors of Rural/Metro believes it is in the best
interests of Rural/Metro to employ Executive as the Senior Vice President and General Counsel of Rural/Metro.
	 
	 	B.	 	Rural/Metro has decided to offer Executive an employment agreement, the
terms and provisions of which are set forth below.



NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:



	 	1.	 	POSITION AND DUTIES.



                  
Executive will be employed as the Senior Vice President and General Counsel of
Rural/Metro and shall report to the Chief Executive Officer and the Board of
Directors of Rural/Metro (the “Board”). Executive shall perform the
duties of his position, as determined by the Chief Executive Officer or his
designee (“CEO”), in accordance with the policies, practices and bylaws of Rural/Metro. Executive
also presently serves, and shall continue to serve, as the Assistant
Secretary for
the Company. For the duration of his employment, Executive shall be invited
and entitled to attend all meetings of the Board of Directors.


                  Executive shall serve Rural/Metro faithfully, loyally, honestly and to the
best of his ability. Executive will devote his best efforts to the performance
of his duties for, and in the business and affairs of, Rural/Metro.


                  Rural/Metro reserves the right, in its sole discretion, to change or
modify Executive’s position, title and duties during the term of this
Agreement, subject to Executive’s rights under Section 7.

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	 	2.	 	COMPENSATION.



                  As of the Effective Date, Executive’s annual compensation will be
Two Hundred and Forty Thousand Dollars ($240,000) (“Base Salary”). Executive’s Base Salary will be
paid in substantially equal periodic installments, as determined by
Rural/Metro. Executive’s Base Salary will be reviewed at least annually in
accordance with Rural/Metro’s executive compensation review policies and
practices, all as determined by the CEO, in his sole discretion.



	 	3.	 	MANAGEMENT INCENTIVE PROGRAM.



                  Executive shall be eligible to participate in the Rural/Metro Management
Incentive Program (“MIP”) (or any other plan that is designated by the Board as
replacing the MIP) and to receive such additional compensation as may be
provided by the MIP from time to time.



	 	4.	 	OTHER AGREEMENTS.



                  Nothing in this Agreement is intended to alter or modify the Indemnity
Agreement, the Stock Option Agreements or the Change of Control Agreement
previously entered into by the parties, which shall continue in full force and
effect following the execution of this Agreement.



	 	5.	 	TERM AND TERMINATION.



                  This Agreement will continue in full force and effect until it is
terminated by the parties. This Agreement may be terminated in any of the
following ways: (a) it may be renegotiated and replaced by a written agreement
signed by both parties; (b) Rural/Metro may elect to terminate this Agreement
with or without “Cause”, as defined below; (c) Executive may elect to terminate
this Agreement with or without “Good Reason”, as defined below; or (d) either
party may serve notice on the other of its desire to terminate this Agreement
at the end of the “Initial Term” or any “Renewal Term”.


                  The
“Initial Term” of this Agreement shall expire by its terms
two (2) years from the Effective Date, unless sooner terminated in accordance
with the provisions of this

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 Agreement. This Agreement will be renewed at the end of the Initial Term
for additional one-year periods (a “Renewal Term”), unless either party serves
notice of its desire not to renew or of its desire to modify this Agreement on
the other. Such notice must be given at least forty-five (45) days before the
end of the Initial Term or the applicable Renewal Term.


                  If Rural/Metro notifies Executive of its desire not to renew this
Agreement pursuant to this paragraph 5 and at the time of such notification
Rural/Metro does not have “Cause” to terminate this Agreement pursuant to
paragraph 6A, Executive shall receive Severance Benefits pursuant to paragraph
9.


                  If Executive notifies Rural/Metro of his desire not to renew this
Agreement pursuant to this paragraph 5 and at the time of such notification
Executive has Good Reason to terminate this Agreement pursuant to paragraph 7A,
Executive shall receive Severance Benefits pursuant to paragraph 9. Executive
also shall receive Severance Benefits pursuant to paragraph 9 if Rural/Metro
proposes to modify this Agreement in a manner that gives rise to Good Reason
pursuant to paragraph 7A for Executive’s termination of employment and
Executive rejects such proposed modifications. Severance Benefits will not be
payable pursuant to the preceding sentence if Rural/Metro rescinds the proposed
modifications and offers Executive a new agreement that does not include any
proposed modifications that give rise to Good Reason for Executive’s
termination of employment.



	 	6.	 	TERMINATION BY RURAL/METRO.




	 	A.	 	Termination For Cause.



                              Rural/Metro may terminate this Agreement and Executive’s
employment for
Cause at any time upon written notice. This means that Rural/Metro has the
right to terminate the employment relationship for Cause at any time should
there be Cause to do so.


                              For purposes of this Agreement, “Cause” shall be limited to
discharge
resulting from a determination by an affirmative vote of 75% of the members of
the Board of

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 Directors then in office that Executive: (a) has been convicted of (or
has pleaded guilty or no contest to) a felony involving dishonesty, fraud,
theft or embezzlement; (b) has repeatedly failed or refused, in a material
respect to follow reasonable policies or directives established by Rural/Metro,
if the failure or refusal has not been cured within thirty (30) days after
Rural/Metro has provided written notice to Executive of the specific conduct
constituting such failure or refusal; (c) has willfully and persistently failed
or refused to attend to material duties or obligations imposed upon him under
this Agreement, if the failure or refusal has not been cured within thirty (30)
days after Rural/Metro has provided written notice to Executive of the specific
conduct constituting such failure or refusal; or (d) has misrepresented or
concealed a material fact for purposes of securing employment with Rural/Metro
or this Employment Agreement.


                              The existence of “Cause” shall not be determined until
Executive has been
given prior notice and an opportunity to be heard.


                              Because Executive is in a position which involves great responsibilities,

Rural/Metro is not required to utilize its progressive discipline policy. In
addition, no generally applicable grievance policy shall apply to grievances by
Executive regarding his employment relationship with Rural/Metro.


                              If this Agreement and Executive’s employment is terminated for
Cause,
Executive shall receive no Severance Benefits.



	 	B.	 	Termination Without Cause.



                               Rural/Metro also may terminate this Agreement and Executive’
s employment
without Cause at any time. In the event this Agreement and Executive’s
employment are terminated by Rural/Metro without Cause, Executive shall receive
Severance Benefits pursuant to paragraph 9. Rural/Metro may place Executive on
a paid administrative leave, and bar or restrict Executive’s access to
Rural/Metro facilities, contemporaneously with or at any time following the
delivery of the written notice to Executive.

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	 	7.	 	TERMINATION BY EXECUTIVE.



                  Executive may terminate this Agreement and his employment with or without
“Good Reason” in accordance with the provisions of this paragraph 7.



	 	A.	 	Termination For Good Reason.



                               Executive may terminate this Agreement and his employment for
“Good
Reason” by giving written notice to Rural/Metro within sixty (60) days, or such
longer period as may be agreed to in writing by Rural/Metro, of Executive’s
receipt of notice of the occurrence of any event constituting “Good Reason”, as
described below.


                               Executive shall have “Good Reason” to terminate this
Agreement and his
employment upon the occurrence of any of the following events: (a) Executive
is assigned duties inconsistent with the positions, duties, responsibility and
status of Senior Vice President and General Counsel of Rural/Metro; (b) Executive is required to relocate
to an employment location that is more than fifty (50) miles from his current
employment location (which the parties agree is Rural/Metro’s present
Scottsdale headquarters); (c) Executive’s Base Salary rate is reduced to a
level that is at least ten percent (10%) less than the salary paid to Executive
during any prior calendar year, unless Executive has agreed to said reduction
or unless Rural/Metro makes an across-the-board reduction that applies to all
executives; or (d) the potential incentive compensation (or bonus) to which
Executive may become entitled under the MIP at any level of performance by
Executive or Rural/Metro is reduced by seventy-five percent (75%) or more as
compared to any prior year.


                               Notwithstanding the above provisions, Executive shall not have
“Good
Reason” to terminate this Agreement and his employment if, within thirty (30)
days of the written notice of Good Reason provided to Rural/Metro by Executive,
Rural/Metro corrects, remedies or reverses any event which resulted in Good
Reason.


                               If Executive terminates this Agreement and his employment for
Good Reason,
Executive shall be entitled to receive Severance Benefits pursuant to paragraph
9.

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	 	B.	 	Termination Without Good Reason.



                               Executive also may terminate this Agreement and his employment
without
Good Reason at any time by giving sixty (60) days notice to Rural/Metro. If
Executive terminates this Agreement and his employment without Good Reason,
Executive shall not receive Severance Benefits pursuant to paragraph 9.



	 	C.	 	Administrative Leave.



                               Rural/Metro may place Executive on a paid administrative leave,
and bar or
restrict Executive’s access to Rural/Metro facilities, contemporaneously with
or at any time following the delivery of the written notice of termination by
Executive pursuant to paragraph 7A or 7B.



	 	8.	 	DEATH OR DISABILITY.



                  This Agreement will terminate automatically on Executive’s death. Any
compensation or other amounts due to Executive for services rendered prior to
his death shall be paid to Executive’s surviving spouse, or if Executive does
not leave a surviving spouse, to Executive’s estate. If Executive is receiving
Severance Benefits at the time of his death, Executive’s Base Salary shall be
paid to Executive’s surviving spouse, or if Executive does not leave a
surviving spouse, to Executive’s estate, for the balance of the Severance
Period (as defined in Section 9) remaining at the time of Executive’s death.
In addition, if, at the time of his death, Executive is receiving Severance
Benefits including the continuation of health insurance benefits (as described
in Section 9), and Executive’s surviving spouse is covered by a group health
insurance policy through Rural/Metro at the time of Executive’s death, the
health insurance coverage of Executive’s surviving spouse shall continue
throughout the balance of the Severance Period. No other benefits shall be
payable to Executive’s heirs pursuant to this Agreement, but amounts may be
payable pursuant to any life insurance or other benefit plans maintained by
Rural/Metro.

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                  In the event Executive becomes “Disabled”, Executive’s employment
hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any
amounts payable to Executive pursuant to any long-term disability insurance
policy paid for by Rural/Metro) shall continue for a period of six (6) months
from the date as of which Executive is determined to have become Disabled, at
which point, Executive’s employment hereunder shall automatically cease and
terminate. Executive shall be considered “Disabled” or to be suffering from a
“Disability” for purposes of this paragraph 8 if Executive is unable, after any
reasonable accommodations required by the Americans with Disabilities Act or
other applicable law, to perform the essential functions of his position
because of a physical or mental impairment. In the absence of agreement
between Rural/Metro and Executive as to whether Executive is Disabled or
suffering from a Disability (and the date as of which Executive became
Disabled) will be determined by a licensed physician selected by Rural/Metro.
If a licensed physician selected by Executive disagrees with the determination
of the physician selected by Rural/Metro, the two (2) physicians shall select a
third (3rd) physician. The decision of the third (3rd) physician concerning
Executive’s Disability then shall be binding and conclusive on all interested
parties.



	 	9.	 	SEVERANCE BENEFITS.



                  If during the Initial Term or any Renewal Term, this Agreement and
Executive’s employment are terminated without Cause by Rural/Metro pursuant to
paragraph 6B prior to the last day of the Initial Term or any Renewal Term, or
if Executive elects to terminate this Agreement for Good Reason pursuant to
paragraph 7A, Executive shall receive the “Severance Benefits” provided by this
paragraph. To the extent provided in paragraph 5, Executive also shall receive
the Severance Benefits if this Agreement is not renewed. In addition,
Executive also shall receive the Severance Benefits if his employment is
terminated due to Disability pursuant to paragraph 8.

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                  The Severance Benefits shall begin immediately following the effective
date of termination of employment and, except as otherwise provided herein,
will continue to be payable for a period of twenty-four (24) months thereafter
(the “Severance Period”).


                  Executive’s Severance Benefits shall consist of the continuation of
Executive’s then Base Salary for the duration of the Severance Period, which
shall be paid in lieu of any payments otherwise due for accrued sick leave,
vacation time, etc. The Severance Benefits also shall consist of the
continuation of any health, life, disability, or other insurance benefits that
Executive was receiving as of his last day of active employment for the
duration of the Severance Period. If a particular insurance benefit may not be
continued for any reason, Rural/Metro shall pay a “Benefit Allowance” to
Executive. The “Benefit Allowance” will equal 145% of the cost to Rural/Metro
of providing the unavailable insurance benefit to a similarly situated
employee. The Benefit Allowance shall be paid on a monthly basis or in a
single lump sum. The cost of providing the unavailable benefit to a similarly
situated employee and whether the Benefit Allowance will be paid in monthly
installments or in a lump sum will be determined by Rural/Metro in the exercise
of its discretion.


                  In addition, any stock options that are vested on the effective date of
the termination of employment, but have not yet been exercised, shall remain
fully vested and exercisable until ninety days after the last day of the
Severance Period; provided, however, that if the exercise period relating to an
incentive stock option granted in compliance with Section 422 of the Internal
Revenue Code would be exceeded by application of the foregoing, then the
incentive stock option shall be considered to be a non-qualified stock option.


                  If Executive voluntarily terminates this Agreement and his employment
without Good Reason prior to the end of the Initial Term or any Renewal Term,
or if Rural/Metro terminates the Agreement and Executive’s employment for
Cause, no Severance Benefits shall

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 be paid to Executive. No Severance Benefits are payable in the event of
Executive’s death while in the active employ of Rural/Metro.


                  Severance Benefits shall immediately cease if Executive commits a material
violation of any of the terms of this Agreement relating to confidentiality and
non-disclosure, as set forth in paragraph 11, or the Covenant-Not-To-Compete,
as set forth in paragraph 12. Only material violations will result in the loss
of Severance Benefits.


                  The payment of Severance Benefits shall not be affected by whether
Executive seeks or obtains other employment. Executive shall have no
obligation to seek or obtain other employment and Executive’s Severance
Benefits shall not be impacted by Executive’s failure to “mitigate.”


                  In order to receive the Severance Benefits, Executive must execute any
release reasonably requested by Rural/Metro of claims that Executive may have
in connection with his employment with Rural/Metro.



	 	10.	 	BENEFITS.




	 	A.	 	Benefit Plans, Insurance, Options, etc.



                               Executive will be entitled to participate in any benefit plans,
including,
but not limited to, retirement plans, stock option plans, disability plans,
life insurance plans and health and dental plans available to other Rural/Metro
executive employees, subject to any restrictions (including waiting periods)
specified in said plans.



	 	B.	 	Vacation.



                                Executive is entitled to four (4) weeks of paid
vacation per calendar
year, with such vacation to be scheduled and taken in accordance with
Rural/Metro’s standard vacation policies. If Executive does not take the full
vacation available in any year, the unused vacation may not be carried over to
the next calendar year, and Executive will not be compensated for it.


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	 	11.	 	CONFIDENTIALITY AND NON-DISCLOSURE.



                  During the course of his employment, Executive will become exposed to a
substantial amount of confidential and proprietary information, including, but
not limited to financial information, annual reports, audited and unaudited
financial reports, operational budgets and strategies, methods of operation,
customer lists, strategic plans, business plans, marketing plans and
strategies, new business strategies, merger and acquisition strategies,
management systems programs, computer systems, personnel and compensation
information and payroll data, and other such reports, documents or information
(collectively the “Confidential and Proprietary Information”). In the event
his employment is terminated by either party for any reason, Executive promises
that he will not take with him any copies of such Confidential and Proprietary
Information in any form, format, or manner whatsoever (including computer
print-outs, computer tapes, floppy disks, CD-ROMs, etc.) nor will he disclose
the same in whole or in part to any person or entity, in any manner either
directly or indirectly. Excluded from this Agreement is information that is
already disclosed to third parties and is in the public domain or that
Rural/Metro consents to be disclosed, with such consent to be in writing. The
provisions of this paragraph shall survive the termination of this Agreement.



	 	12.	 	COVENANT-NOT-TO-COMPETE.




	 	A.	 	Interests to be Protected.



                                The parties acknowledge that during the term of his
employment, Executive
will perform essential services for Rural/Metro, its employees and
shareholders, and for clients of Rural/Metro. Therefore, Executive will be
given an opportunity to meet, work with and develop close working relationships
with Rural/Metro’s clients on a first-hand basis and will gain valuable insight
as to the clients’ operations, personnel and need for services. In addition,
Executive will be exposed to, have access to, and be required to work with, a
considerable amount of Rural/Metro’s Confidential and Proprietary Information.

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                                The parties also expressly recognize and acknowledge that
the personnel of
Rural/Metro have been trained by, and are valuable to Rural/Metro, and that if
Rural/Metro must hire new personnel or retrain existing personnel to fill
vacancies it will incur substantial expense in recruiting and training such
personnel. The parties expressly recognize that should Executive compete with
Rural/Metro in any manner whatsoever, it could seriously impair the goodwill
and diminish the value of Rural/Metro’s business.


                                The parties acknowledge that this covenant has an extended
duration;
however, they agree that this covenant is reasonable and it is necessary for
the protection of Rural/Metro, its shareholders and employees.


                                For these and other reasons, and the fact that there are
many other
employment opportunities available to Executive if he should terminate, the
parties are in full and complete agreement that the following restrictive
covenants (which together are referred to as the “Covenant-Not-To-Compete”) are
fair and reasonable and are freely, voluntarily and knowingly entered into.
Further, each party has been given the opportunity to consult with independent
legal counsel before entering into this Agreement.



	 	B.	 	Devotion to Employment.



                                Executive shall devote substantially all his business time
and efforts to
the performance of his duties on behalf of Rural/Metro. During his term of
employment, Executive shall not at any time or place or to any extent
whatsoever, either directly or indirectly, without the express written consent
of Rural/Metro, engage in any outside employment, or in any activity
competitive with or adverse to Rural/Metro’s business, practice or affairs,
whether alone or as partner, officer, director, employee, shareholder of any
corporation or as a trustee, fiduciary, consultant or other representative.
This is not intended to prohibit Executive from engaging in nonprofessional
activities such as personal investments or conducting to a reasonable extent
private business affairs which may include other boards of directors’ activity,
as long as they do

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 not conflict with Rural/Metro. Participation to a reasonable extent in
civic, social or community activities is encouraged.



	 	C.	 	Non-Solicitation of Clients.



                                During the term of Executive’s employment with
Rural/Metro and for a
period of twenty-four (24) months after the termination of employment with
Rural/Metro, regardless of who initiates the termination and for whatever
reason, Executive shall not directly or indirectly, for himself, or on behalf
of, or in conjunction with, any other person(s), company, partnership,
corporation, or governmental entity, in any manner whatsoever, call upon,
contact, encourage, handle or solicit client(s) of Rural/Metro with whom he has
worked as an employee of Rural/Metro at any time prior to termination, or at
the time of termination, for the purpose of soliciting or selling such customer
the same, similar, or related services that he provided on behalf of
Rural/Metro.



	 	D.	 	Non-Solicitation of Employees.



                                During the term of Executive’s employment with
Rural/Metro and for a
period of twenty-four (24) months after the termination of employment with
Rural/Metro, regardless of who initiates the termination and for any reason,
Executive shall not knowingly, directly or indirectly, for himself, or on
behalf of, or in conjunction with, any other person(s), company, partnership,
corporation, or governmental entity, seek to hire, and/or hire any of
Rural/Metro’s personnel or employees for the purpose of having such employee
engage in services that are the same, similar or related to the services that
such employee provided for Rural/Metro.



	 	E.	 	Competing Business.



                                During the term of this Agreement and for a period of
twenty-four (24)
months after the termination of employment with Rural/Metro, regardless of who
initiates the termination and for any reason, Executive shall not, directly or
indirectly, for himself, or on

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 behalf of, or in conjunction with, any other person(s), company,
partnership, corporation, or governmental entity, in any manner whatsoever,
engage in the same or similar business as Rural/Metro, which would be in direct
competition with any Rural/Metro line of business, in any geographical service
area where Rural/Metro is engaged in business, or was considering engaging in
business at any time prior to the termination or at time of termination. For
the purposes of this provision, the term “competition” shall mean directly or
indirectly engaging in or having a substantial interest in a business or
operation which is, or will be, performing the same services provided by
Rural/Metro.



	 	F.	 	Automatic Reduction of Period.



                                The twenty-four (24) month period referred to in
subparagraphs C, D and E
will be shortened to twelve (12) months if Executive is not entitled to receive
Severance Benefits pursuant to paragraph 9 at the time of his termination or
employment.



	 	G.	 	Judicial Amendment.



                                If the scope of any provision of this Agreement is found by
the Court to
be too broad to permit enforcement to its full extent, then such provision
shall be enforced to the maximum extent permitted by law. The parties agree
that the scope of any provision of this Agreement may be modified by a judge in
any proceeding to enforce this Agreement, so that such provision can be
enforced to the maximum extent permitted by law. If any provision of this
Agreement is found to be invalid or unenforceable for any reason, it shall not
affect the validity of the remaining provisions of this Agreement.



	 	H.	 	Injunctive Relief, Damages and Forfeiture.



                                Due to the nature of Executive’s position with
Rural/Metro, and with full
realization that a violation of this Agreement will cause immediate and
irreparable injury and damage, which is not readily measurable, and to protect
Rural/Metro’s interests, Executive understands and agrees that in addition to
instituting legal proceedings to recover damages

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 resulting from a breach of this Agreement, Rural/Metro may seek to enforce
this Agreement with an action for injunctive relief, to cease or prevent any
actual or threatened violation of this Agreement on the part of Executive.



	 	I.	 	Survival.



                              The provisions of this paragraph 12 shall survive the termination of this

Agreement.



	 	13.	 	DEFERRAL OF AMOUNTS PAYABLE UNDER THIS AGREEMENT.



                  A payment due pursuant to this Agreement or the MIP may be deferred if and
to the extent that the payment does not satisfy the requirements to be
“qualified performance-based compensation” (as such term is defined by the
regulations issued under Section 162(m) of the Internal Revenue Code of 1986
(the “Code”)) and when combined with all other payments received during the
year that are subject to the limitations on deductibility under Section 162(m)
of the Code, the payment exceeds the limitations on deductibility under Section
162(m) of the Code. The deferral of payments shall be in the discretion of the
Compensation Committee of Rural/Metro, and shall be made pursuant to a Deferred
Compensation Agreement or Plan acceptable to Rural/Metro and Executive. Such
deferred amounts, with interest at the rate of 8% per annum, shall be paid as
soon as possible but in no event later than the sixtieth (60th) day after the
end of the next succeeding calendar year, provided that such payment, when
combined with any other payments subject to the Section 162(m) limitations
received during the year, does not exceed the limitations on deductibility
under Section 162(m) of the Code. If the payments in such succeeding calendar
year exceed the limitations on deductibility under Section 162(m) of the Code,
such payments shall continue to be deferred to the next succeeding year. The
above procedure shall be repeated until such payments can be paid without
exceeding the limitation on deductibility under Section 162(m) of the Code.


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	 	14.	 	BUSINESS EXPENSES.



                  Rural/Metro will reimburse Executive for any and all necessary, customary,
and usual expenses, properly receipted in accordance with Rural/Metro’s
policies, incurred by Executive on behalf of Rural/Metro.



	 	15.	 	AMENDMENTS.



                  This Agreement, Executive’s Stock Option Agreements and Executive’s Change
of Control Agreement constitute the entire agreement between the parties as to
the subject matter hereof. Accordingly, there are no side agreements or verbal
agreements other than those which are stated above. Any amendment,
modification or change in this Agreement must be committed to in writing and
signed by both parties.



	 	16.	 	SEVERABILITY.



                  In the event a court or arbitrator declares that any provision of this
Agreement is invalid or unenforceable, it shall not affect or invalidate any of
the remaining provisions. Further, the court shall have the authority to
re-write that portion of the Agreement it deems unenforceable, to make it
enforceable.



	 	17.	 	GOVERNING LAW.



                  The law of the State of Arizona shall govern the interpretation and
application of all of the provisions of this Agreement.



	 	18.	 	INDEMNITY



                  Executive shall be indemnified in his position to the fullest extent
permitted or required by the laws of the State of Delaware.



	 	19.	 	DISPUTE RESOLUTION




	 	A.	 	Mediation.



                                Any and all disputes arising under, pertaining to or
touching upon this
Agreement or the statutory rights or obligations of either party hereto, shall,
if not settled by negotiation, be subject to non-binding mediation before an
independent mediator selected by the

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 parties pursuant to paragraph 19D. Notwithstanding the foregoing, both
Executive and Rural/Metro may seek preliminary judicial relief if such action
is necessary to avoid irreparable damage during the pendency of the proceedings
described in this paragraph 19. Any demand for mediation shall be made in
writing and served upon the other party to the dispute, by certified mail,
return receipt requested, at the business address of Rural/Metro, or at the
last known residence address of Executive, respectively. The demand shall set
forth with reasonable specificity the basis of the dispute and the relief
sought. The mediation hearing will occur at a time and place convenient to the
parties in Maricopa County, Arizona, within thirty (30) days of the date of
selection or appointment of the mediator.



	 	B.	 	Arbitration.



                                In the event that the dispute is not settled through
mediation, the
parties shall then proceed to binding arbitration before a single independent
arbitrator selected pursuant to paragraph 19D. The mediator shall not serve as
arbitrator. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL DISPUTES
INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OF CONTRACT OR
POLICY, OR EMPLOYMENT TORT COMMITTED BY RURAL/METRO OR A REPRESENTATIVE OF
RURAL/METRO, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION
STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS POLICY AND THERE
SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL. The arbitration
hearing shall occur at a time and place convenient to the parties in Maricopa
County, Arizona, within thirty (30) days of selection or appointment of the
arbitrator. If Rural/Metro has adopted a policy that is applicable to
arbitrations with executives, the arbitration shall be conducted in accordance
with said policy to the extent that the policy is consistent with this
Agreement and the Federal Arbitration Act, 9 U.S.C. §§ 1-16. If no such policy
has been adopted, the arbitration shall be governed by the

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 National Rules for the Resolution of Employment Disputes of AAA in effect
on the date of the first notice of demand for arbitration. The arbitrator
shall issue written findings of fact and conclusions of law, and an award,
within fifteen (15) days of the date of the hearing unless the parties
otherwise agree.



	 	C.	 	Damages.



                                In cases of breach of contract or policy, damages shall be
limited to
contract damages. In cases of discrimination claims prohibited by statute, the
arbitrator may direct payment consistent with the applicable statute. In cases
of employment tort, the arbitrator may award punitive damages if proved by
clear and convincing evidence. The arbitrator may award fees to the prevailing
party and assess costs of the arbitration to the non-prevailing party. Issues
of procedure, arbitrability, or confirmation of award shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16, except that Court review of the
arbitrator’s award shall be that of an appellate court reviewing a decision of
a trial judge sitting without a jury.



	 	D.	 	Selection of Mediators or Arbitrators.



                                The parties shall select the mediator or arbitrator from a
panel list made
available by the AAA. If the parties are unable to agree to a mediator or
arbitrator within ten (10) days of receipt of a demand for mediation or
arbitration, the mediator or arbitrator will be chosen by alternatively
striking from a list of five (5) mediators or arbitrators obtained by
Rural/Metro from AAA. Executive shall have the first strike.


                                IN WITNESS WHEREOF, Rural/Metro and Executive have executed
this Agreement
on this day of April 23, 2001.







	 	RURAL/METRO
CORPORATION







	 	By: /s/ Jack
Brucker            
            
             
             



	 	Jack Brucker
	 	 
	 	Its: Chief Executive
Officer










	 	EXECUTIVE







	 	/s/ John Banas    
             
             
             
            














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