Exhibit 10.19


 


EMPLOYMENT
AGREEMENT


 


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


 


RECITALS


 


Executive desires to be employed by
the Company in a confidential relationship during which Executive will have
access to and become familiar with information as to the specific manner of
doing business, strategic plans for future business and identity of customers
and potential customers, all of which is established and maintained at great
expense to the Company and constitutes trade secrets of the Company; and


 


Executive
recognizes that the Company and its subsidiaries and managed entities depend
upon this confidential information and trade secrets, including without
limitation confidential techniques, methods and data; and


 


The
Company and its subsidiaries will sustain great loss and damage if Executive
should violate the provisions of this Agreement, particularly with respect to
confidential information and restrictions on competition.  Monetary damages for such losses would be
extremely difficult to measure; and


 


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


 


NOW
THEREFORE, in
consideration of the mutual promises, terms, covenants and conditions set forth
herein and the performance of each, effective as of the time of the effective
date, it is hereby agreed as follows:


 


1.     Employment.


 


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


 


B.            The Executive shall report
to the Chief Executive Officer of the Company on all matters pertaining to his
duties under this Agreement.


 


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C.            The Executive shall not
engage in other business activities outside the scope of this Agreement if such
activities would detract from or interfere with the fulfillment of his
responsibilities or duties under this Agreement.


 


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


 


2.             Term of
Employment. This Agreement shall commence immediately and
continue through January 22, 2010, and shall automatically renew for
additional one (1) year periods thereafter, unless either party provides
the other with notice of termination pursuant to Section 7 of this
Agreement.


 


3.             Compensation.


 


A.            As full compensation for all
services rendered by the Executive pursuant to this Agreement, the Company
shall 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 accordance
with the Company’s standard payroll practices, and shall be reviewed by the Chief
Executive Officer annually during the Company’s normal review period.


 


Executive shall
also be eligible to participate in the Company’s incentive plan applicable to
management personnel (“MEIP”), with a target bonus of 75% of Executive’s Base
Salary.  The Executive’s right to receive
any bonus under the MEIP shall be determined based upon Executive’s achievement
of performance targets established by the Chief Executive Officer of the
Company, such achievement determined at the Company’s sole reasonable discretion
in accordance with the provisions of the MEIP, as approved by the Board of
Directors of the Company or Emergency Medical Services Corporation, as
applicable.   Payment of individual incentive bonuses will
be processed and paid by the first business day 2 1⁄2 months following the end of
the plan year, provided Executive is employed by Company on the date payment is
to be made.


 


4.             Fringe Benefits; Expenses.


 


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


 


B.            The Company shall reimburse
the Executive for all reasonable and necessary expenses incurred by him in
connection with his employment in accordance with the Company’s standard
policies and procedures.


 


C.            The Executive shall be
entitled to paid time off (“PTO”) to the extent he is eligible under the terms
of 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 Chief
Executive Officer of the Company.


 


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


 


5.             Disability or Death.


 


A.            If, as the result of any
physical or mental disability, the Executive shall have failed or is unable to
perform his duties for a period of one hundred eighty (180) consecutive days, as
determined by the Company, the Company may terminate this Agreement as of the
date of its issuance of written notice without any further payment or the
furnishing of any benefit by the Company under this Agreement, unless otherwise
required by applicable law.  During the
period of disability, and prior to the earlier of the date Executive is
considered to have a separation from service under Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”) or notification of
termination by the Company as set forth in this Section 5, Executive shall
be entitled to receive his base salary and a pro rata portion of his annual
performance bonus, to the extent he is eligible, offset by such amounts paid to
Executive under any disability insurance policies maintained by the Company.


 


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


 


6.             Restrictive Covenants;
Inventions.


 


A.            Executive
agrees 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) disclose
or divulge to any person, entity, firm, company or employer, or use for
Executive’s own benefit or the benefit of any other person, entity, firm,
company or employer directly or indirectly in competition with Employer, any
knowledge, information, business methods, techniques or data of Employer; (b) solicit,
divert, take away or interfere with any of the accounts, trade, business
patronage, employees or contractual arrangements of Employer; or (c) compete
with Employer, or enter into any contractual arrangements either individually
or as equityholder in any entity, for the provision of air or ground ambulance
services, medical transportation services or managed medical transportation
services  within one hundred (100) miles
of any client of Employer.  Solely for
the purposes of this Section 6, the term “Employer” shall mean American
Medical Response, Inc. its subsidiaries and affiliates and companies under
management agreements with any of them.


 


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


 


C.            The Company and
Executive acknowledge that Colorado law, as set forth in Colorado Revised
Statutes § 8-2-113(2), voids covenants not to compete unless such covenant
qualifies for at least one enumerated exception.  The Company and the Executive agree, and
therefore waive any argument to the contrary, that the restrictions set forth
in this Section 6 are legal and enforceable under Colorado law because such
restrictions meet two such exceptions: (i) this Agreement is a “contract
for 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 made
available to him during the term of this Agreement concerning or in any way
relating to the business or affairs of the Employer or clients shall be the
Company’s property and shall be delivered to the Employer on the termination of
this Agreement or at any other time at the request of the Employer.


 


E.             Executive
hereby assigns and agrees to assign all his interest in any and all conceptions
and ideas for inventions, improvements, discoveries and works, whether or not
patentable or copyrightable, which are conceived or made by Executive solely or
jointly with another during the period of employment or within one (1) year
thereafter and which are related to the business or activities of the Employer
or 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 be
considered to be “works made for hire”. 
Whenever requested to do so by the Employer, Executive shall execute any
and all instruments and do such acts that the Employer shall request to protect
the Employer’s interest therein.  These
obligations shall continue beyond the termination of employment, and shall be
binding upon Executive’s assigns, executors, administrators and other legal
representatives.


 


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


 


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7.     Termination.


 


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


 


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


 


2.             Fraud, theft, or gross
misconduct on the part of the Executive, including, without limitation, criminal
conduct, conduct involving moral turpitude, embezzlement, or misappropriation
of assets.


 


3.             Executive’s exclusion from
participation in, or imposition of penalties from, any governmental
reimbursement program, including but not limited to Medicare, Medicaid or
CHAMPUS.


 


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


 


5.             Conduct by Executive which
has a material adverse affect on the business of the Company or any of its
subsidiaries, divisions, or affiliates, as determined by the Company.


 


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


 


B.            The Company may also terminate
this Agreement without cause by providing the Executive with ninety (90) days
prior written notice.


 


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


 


D.            If the employment of the
Executive is terminated for cause, the Company shall have no obligation to make
any further payment to the Executive (other than accrued and unpaid base salary
and 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 the
Executive under this Agreement.


 


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


 


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anything herein to the
contrary, in the event that Executive is determined to be a specified employee
within the meaning of Section 409A of the Code for purposes of any payment
on termination of employment hereunder, and such payment (or any portion
thereof) does not meet the short-term deferral exception, the involuntary
separation from service exception or another applicable exception to deferred
compensation for purposes of Section 409A of the Code, payment shall be
made or begin, as applicable, on the first payroll date which is more than six
months following the date of separation from service, to the extent required to
avoid any adverse tax consequences under Section 409A of the Code.


 


8.             Miscellaneous.


 


A.            This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado applicable
to agreements made and performed in Colorado, and shall be construed without
regard to any presumption or other rule requiring construction against the
party causing the Agreement to be drafted.


 


B.            This agreement
contains a complete statement of all the arrangements between the Company and
the Executive with respect to its subject matter, supersedes all previous
agreements, written or oral, among them relating to its subject matter, and
cannot be modified, amended, or terminated orally. Amendments may be made to
this Agreement at any time if mutually agreed upon in writing.


 


C.            Any amendment,
notice, or other communication under this Agreement shall be in writing and
shall be considered given when received and shall be delivered personally or mailed
by Certified Mail, Return Receipt Requested, to the parties at their respective
addresses set forth below (or at such other address as a party may specify by
notice 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 of
a party to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement. Any waiver must be in writing.


 


E.             Each of the
parties irrevocably submits to the exclusive jurisdiction of the United States
District Court for the District of Colorado over any action, suit, or
proceeding relating to or arising out of this Agreement and the transactions
contemplated hereby.


 


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F.             The invalidity
or unenforceability of any term or provision of this Agreement shall not affect
the validity or enforceability of the remaining terms or provisions of this
Agreement which shall remain in full force and effect and any such invalid or
unenforceable 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 one
jurisdiction, it shall not affect the validity or enforceability of that term
or provision in any other jurisdiction.


 


G.            This Agreement is not
assignable by either party except that it shall inure to the benefit of and be
binding upon any successor to the Company by merger or consolidation or the
acquisition of all or substantially all of the Company’s assets, provided such
successor assumes all of the obligations of the Company, and shall inure to the
benefit of the heirs and legal representatives of the Executive.


 


H.            The parties acknowledge that
none of the benefits granted to either party here under are conditioned on any
requirement that either party make referrals to, be in a position to make or
influence referrals to, or otherwise generate business for the other.


 


IN
WITNESS WHEREOF, Company and Executive have executed this Agreement, in
multiple counterparts, each of which shall be deemed an original, effective as
of the Effective Date.


 


 


	
   

  	
  MARK
  BRUNING

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark Bruning

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN
  MEDICAL RESPONSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  William A. Sanger

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


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