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 ½ 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
