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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

EMERGENCY MEDICAL SERVICES CORPORATION
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý
 
No fee required.

o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
    (2)   Aggregate number of securities to which transaction applies:
        
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
    (4)   Proposed maximum aggregate value of transaction:
        
    (5)   Total fee paid:
        

o
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

LOGO

EMERGENCY MEDICAL SERVICES CORPORATION

April 29, 2008

Dear Stockholder:

        On behalf of the Board of Directors, management and employees of Emergency Medical Services Corporation, it is my pleasure to invite you to attend our 2008 Annual Meeting of Stockholders to be held on Wednesday, May 28, 2008, at 10:00 a.m., Mountain Daylight Time, at The Inverness Hotel, 200 Inverness Drive West, Englewood, Colorado 80112.

        At the Annual Meeting you will be asked to:

        Returning the enclosed proxy card as soon as possible will assure your representation at the annual meeting, whether or not you plan to attend. Please make sure to read the enclosed information carefully before completing and returning your proxy card. Your vote is important. If you plan to attend the meeting, you will need to bring a form of identification to the meeting. In any event, you may, of course, withdraw your proxy should you wish to vote in person.

 
    
    
    Sincerely,    

 
 
Signature

William A. Sanger
 
 

 
 
Chairman and Chief Executive Officer
 
 

LOGO

EMERGENCY MEDICAL SERVICES CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 28, 2008

        We will hold the 2008 Annual Meeting of Stockholders of Emergency Medical Services Corporation, a Delaware corporation (the "Company"), on Wednesday, May 28, 2008, at 10:00 a.m., Mountain Daylight Time. The meeting will take place at The Inverness Hotel, 200 Inverness Drive West, Englewood, Colorado 80112. The purposes of the meeting are to:

        The Board of Directors has fixed the close of business on April 15, 2008 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

        Stockholders of record at the close of business on April 15, 2008 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the meeting will be available for inspection at the Annual Meeting and will also be available for ten days prior to the meeting, during normal business hours, at the Company's headquarters located at 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111.


 
 
By Order of the Board of Directors

 
 
Signature
    Todd G. Zimmerman
Executive Vice President and Corporate
Secretary

April 29, 2008

        We enclose with the proxy statement our Annual Report for the year ended December 31, 2007. Our 2007 Annual Report contains financial and other information about us but is not incorporated into the proxy statement.

Even if you expect to attend the Annual Meeting, please promptly complete, sign, date and mail the enclosed proxy card. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. Stockholders who attend the Annual Meeting may revoke their proxies and vote in person if they so desire.


TABLE OF CONTENTS

ANNUAL MEETING MATTERS   1

GENERAL INFORMATION ABOUT THE MEETING, VOTING AND PROXIES
 
1

HOW TO OBTAIN MATERIALS AND COMMUNICATE WITH THE COMPANY
 
6

INFORMATION ABOUT OUR STOCK OWNERSHIP
 
6

PROPOSAL I—ELECTION OF DIRECTORS
 
10

CORPORATE GOVERNANCE
 
12

COMPENSATION OF NON-EMPLOYEE DIRECTORS
 
18

EXECUTIVE COMPENSATION
 
21

COMPENSATION DISCUSSION AND ANALYSIS
 
23

PROPOSAL 2—PROPOSAL TO APPROVE THE AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN
 
39

PROPOSAL 3—PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
44

AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
46

LOGO

EMERGENCY MEDICAL SERVICES CORPORATION
6200 S. Syracuse Way, Suite 200
Greenwood Village, Colorado 80111

PROXY STATEMENT
FOR
2008 ANNUAL MEETING OF STOCKHOLDERS


ANNUAL MEETING MATTERS

Why did you send me this proxy statement?

        The Board of Directors of Emergency Medical Services Corporation ("EMSC," the "Company," "we" or "us") sent you this Proxy Statement and the enclosed proxy card because we are soliciting your proxy to vote at the 2008 Annual Meeting of Stockholders to be held at 10:00 a.m. (Mountain Daylight Time) on Wednesday, May 28, 2008, at The Inverness Hotel, 200 Inverness Drive West, Englewood, Colorado 80112. Certain officers, directors and other employees of the Company may also solicit proxies on our behalf by mail, telephone, fax, internet or in person.

        This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the meeting, however, to vote your shares. You may return the enclosed proxy card by mail.

        We began mailing this Proxy Statement, along with the proxy card and our Annual Report for the year ended December 31, 2007, on or about April 29, 2008 to all stockholders of record as of April 15, 2008, the record date for the Annual Meeting.

What is the purpose of the meeting?

        The meeting is being held to elect a nominee to our Board of Directors, to consider and vote upon a proposal to approve an Amended and Restated 2007 Long-Term Incentive Plan ("Amended and Restated LTIP"), to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2008, and to consider any other matter properly presented at the meeting.


GENERAL INFORMATION ABOUT THE MEETING, VOTING AND PROXIES

Who can vote?

        You can vote your shares of common stock if our records show that you owned the shares at the close of business on April 15, 2008, the record date for the meeting. Your proxy card shows the number of shares you held on that date.

How do I vote my shares if they are held in "street name"?

        If your shares are held in the name of your broker, a bank or other nominee, that party should give you instructions for voting your shares. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone. Please refer to the enclosed proxy card for voting instructions. The instructions set forth below apply to record holders only and not those whose shares are held in the name of a nominee.

1

How many shares are there? And how many votes do I get?

        We have three classes of voting securities outstanding: class A common stock, class B common stock and class B special voting stock. Our class A common stock is our only class of stock listed on the New York Stock Exchange.

        You get one vote for each share of class A common stock you hold, on each matter voted on at the meeting. You get ten votes for each share of class B common stock you hold, on each matter voted on at the meeting. On each matter voted on at the meeting, the one share of class B special voting stock, which is held by a trustee for the benefit of the holders of LP exchangeable units, is entitled to a number of votes equal to the number of votes that could be cast if all of the outstanding LP exchangeable units were exchanged for class B common stock.

        On all matters presented at the meeting, the holders of the class A common stock, the class B common stock and the class B special voting stock will vote together as a single class.

        On the record date, we had outstanding:

How is the Company's Board of Directors structured?

        The Company's Board of Directors is divided into three classes, serving staggered three-year terms so that the term of one class expires at each annual meeting. The Company's Board of Directors currently consists of six directors. One director is nominated to stand for election at this year's Annual Meeting for a three-year term expiring in 2011, or until his earlier death, resignation or removal. The other five directors currently on our Board will continue to serve for their respective terms.

What vote is required to approve the election of the nominee to the Board of Directors?

        If the nominee receives an affirmative vote by the holders of a majority of the votes cast, he will be elected as a director. As a result, if you withhold your authority to vote for the nominee, your vote will not count for or against the nominee, nor will a broker "non-vote" count for or against the nominee. Abstentions and broker non-votes will not affect the outcome of the election. If you "withhold" your vote, it is the same as an abstention.

Who is nominated to stand for election?

        Michael L. Smith, who is a current director of the Company, has been nominated to stand for election at the Annual Meeting.

What is the 2007 Long-Term Incentive Plan?

        The 2007 Long-Term Incentive Plan was approved and adopted by our stockholders on May 15, 2007. The 2007 Long-Term Incentive Plan provides long-term incentives, including equity-based incentives, to those persons with responsibility for the success and growth of the Company and its subsidiaries in order to associate more closely the interests of such persons with those of the Company's stockholders and to assist the Company in recruiting, retaining and motivating employees on a competitive basis.

2

How is the 2007 Long-Term Incentive Plan being amended by the Amended and Restated LTIP?

        Currently, of the 2,000,000 shares of class A common stock issuable pursuant to awards granted under the 2007 Long-Term Incentive Plan, (i) 1,500,000 shares may be issued as different types of awards (for example, stock options, restricted shares or stock awards) to employees of the Company and its subsidiaries, and (ii) 500,000 shares may be issued or sold solely as stock awards to employees ("PA Employees") of professional associations or professional corporations for which the Company or any of its subsidiaries provides management services pursuant to a physician services agreement ("Professional Associations"). On January 29, 2008, the Compensation Committee of our Board of Directors approved the Amended and Restated LTIP. The amendments to the 2007 Long-Term Incentive Plan reflected in the Amended and Restated LTIP permit independent contractors who provide clinical services for Professional Associations, for us or for any of our subsidiaries ("Independent Contractors") to be eligible recipients of stock awards under the 2007 Long-Term Incentive Plan on the same terms as PA Employees.

What vote is required to approve the Amended and Restated LTIP?

        Our by-laws and the rules of the NYSE require that the Amended and Restated LTIP be approved by the affirmative vote by the holders of a majority of the votes cast at an annual meeting of stockholders at which quorum is present. Therefore, to be approved at the Annual Meeting, Proposal 2 must receive a "FOR" vote from a majority of the votes represented at the meeting.

What will happen if the Amended and Restated LTIP is not approved by the stockholders?

        Pursuant to the authority granted under the 2007 Long-Term Incentive Plan, the Compensation Committee adopted a stock purchase plan (the "SPP") pursuant to which PA Employees and Independent Contractors may purchase shares of our class A common stock during designated offering periods, and under designated offering terms and conditions, established from time to time by the Compensation Committee. Independent Contractors were included in the SPP offering with the expectation that the Amended and Restated LTIP will be approved by the stockholders. Class A common stock offered pursuant to the SPP is not purchased until the end of each offering period; the first offering period ends September 15, 2008. If the Amended and Restated LTIP is not approved by the stockholders prior to such date, then immediately prior to the end of such offering period, we will terminate the offering solely with respect to the Independent Contractors.

What vote is required to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2008?

        Our by-laws require that stockholder action be taken by the affirmative vote by the holders of a majority of the votes cast at a meeting of the stockholders at which quorum is present. Therefore, to be approved, Proposal 3 must receive a "FOR" vote from a majority of the votes represented at the meeting.

What will happen if the appointment of Ernst & Young as the Company's independent registered public accounting firm is not ratified by the stockholders?

        Stockholder ratification is not required for the appointment but stockholder views will be considered by the Audit Committee and the Board of Directors when appointing an independent registered public accounting firm for the fiscal year ending December 31, 2009.

3

How do I exercise my vote if I am a registered holder of class A or class B common stock (and by when do I need to exercise my vote)?

        To vote by proxy, you should complete, sign and date the enclosed proxy card and return it in the prepaid envelope provided.

        If you choose to vote your shares using the form of proxy card, your card must be received by our transfer agent, American Stock Transfer and Trust Company, not later than 5:00 p.m. (Eastern Daylight Time) on May 27, 2008.

        If you make specific choices and sign and return your proxy card before the Annual Meeting, the proxy holders named on the proxy card will vote your shares as you have directed. If you sign and return the proxy card but do not make specific choices, the proxy holders will vote your shares "FOR" the election of the one nominee for director, "FOR" the approval of the Amended and Restated LTIP, "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending December 31, 2008, and as they deem appropriate for any other matter properly presented at the meeting.

How do I exercise my vote if I am a registered holder of LP exchangeable units?

        As discussed above, holders of LP exchangeable units are entitled to vote at meetings of holders of our common stock through a voting trust arrangement. If you hold LP exchangeable units as of the record date, you may provide voting instructions to Onex Corporation, as trustee, by completing and returning the voting instruction card accompanying this proxy statement. The trustee will vote your shares in accordance with your duly executed instructions received no later than 5:00 p.m., Eastern Daylight Time, on May 27, 2008. If you do not send instructions and do not otherwise attend the meeting to vote in person as discussed below, the trustee will not be able to vote your LP exchangeable units. You may revoke previously given voting instructions prior to 5:00 p.m., Eastern Daylight Time, on May 27, 2008, by filing with the trustee either a written notice of revocation or a properly completed and signed voting instruction card bearing a later date.

How do I vote in person?

        If you are a stockholder of record and prefer to vote your shares at the Annual Meeting, you should bring the enclosed proxy card or proof of identity. We will have ballots available at the meeting. If your shares are held in "street name"—in the name of a bank, broker or other record holder—and you plan to attend the Annual Meeting, you will need to obtain a signed proxy from the record holder giving you the right to vote the shares.

How does the Board of Directors recommend I vote?

        Our Board of Directors recommends that you vote:


Can I vote on other matters?

        The Company's by-laws limit the matters presented at our Annual Meeting to (1) those matters set forth in the notice of the meeting, (2) those matters that the Board of Directors has properly caused to be presented and (3) as to holders of our class A common stock, those matters presented before the meeting by a stockholder of record entitled to vote at the meeting so long as the stockholder has

4


notified the Corporate Secretary in writing (at our principal office) not later than 120 days before the anniversary of the prior year's annual meeting (holders of our class B common stock and class B special voting stock are not subject to these date limitations). The notice by a stockholder must (i) briefly describe the business to be presented, the reasons and any material interest the stockholder has in the business; (ii) give the stockholder's name and address; and (iii) represent that the stockholder is a holder of record at the time of the notice and intends to be a holder on the record date (giving the number of shares and class) and intends to be at the meeting in person or by proxy to present the business.

What if I change my mind? Can I change my vote?

        Yes. At any time before the vote on a proposal, you may change your vote by:

        However, no revocation of your vote will be effective unless we receive notice of such revocation at or prior to the Annual Meeting. If your shares are held in "street name," you should contact your bank, broker or other nominee regarding the revocation of proxies.

Who counts the votes?

        Our transfer agent, American Stock Transfer and Trust Company, will tabulate the votes at the Annual Meeting.

Who acts as inspector of election?

        Todd Zimmerman, our General Counsel, will act as inspector of elections at the Annual Meeting.

Is my vote confidential?

        Generally, yes. Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to American Stock Transfer and Trust Company and handled in a manner that protects your voting privacy. Your vote will not be disclosed EXCEPT:

        In addition, all comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

What does it mean if I get more than one proxy card?

        If you receive more than one proxy card, your shares are probably registered in more than one account. Sign and return all proxy cards to ensure that all your shares are voted. If any of these accounts can be consolidated, you may do this by contacting our transfer agent, American Stock Transfer and Trust Company, at (800) 937-5449.

5

What is a "quorum"?

        We may hold the Annual Meeting only if a "quorum" is present, either in person or represented by proxy. A "quorum" is a majority of the voting power represented by our stock outstanding on the record date, including our class A common stock, our class B common stock and our class B special voting stock. Abstentions and broker non-votes are included in determining whether a quorum exists. If a quorum is not present at the Annual Meeting, we may adjourn the meeting from time to time until we have a quorum.

Who is making and paying for this proxy solicitation?

        This proxy is solicited on behalf of our Board of Directors. The Company is paying for the solicitation of proxies. We will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of our common stock.

        We may, if appropriate, retain an independent proxy solicitation firm to assist us in soliciting proxies. If we do retain a proxy solicitation firm, we would pay such firm's customary fees and expenses which we expect would be approximately $7,500, plus expenses.


HOW TO OBTAIN MATERIALS AND COMMUNICATE WITH THE COMPANY

        How do I obtain a printed copy of the Proxy Statement, Annual Report or Form 10-K?

        You may leave a message for the Company's Investor Relations department at (303) 495-1210 or write to us at Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, Attn: Investor Relations. We will provide you with a copy at no charge. In addition, we have included these documents, as well as all of the documents we file with the Securities and Exchange Commission ("SEC"), on our website at www.emsc.net and our annual report includes a copy of the Form 10-K (without exhibits) as filed with the SEC. We have enclosed a copy of our annual report to stockholders with this Proxy Statement (but the annual report is not incorporated by reference into our proxy materials).

Where can I find voting results?

        We will announce preliminary voting results at the Annual Meeting. We will publish the final voting results in our Form 10-Q for the second quarter of 2008. You will also be able to find the results on the Company's website at www.emsc.net.

How can stockholders communicate with the Board of Directors?

        Stockholders may communicate with the Board by writing to the Board of Directors, care of the Corporate Secretary, Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111. The Corporate Secretary will forward any such correspondence to the entire Board of Directors. Please see the additional information in the section captioned "Corporate Governance—Communications with Directors."


INFORMATION ABOUT OUR STOCK OWNERSHIP

Principal Holders of the Company's Stock

        The following table sets forth all persons known to us to be the beneficial owners of more than 5% of our class A and class B common stock or our class B special voting stock as of April 15, 2008.

        We report the amounts and percentages of our voting stock, including our common stock, beneficially owned on the basis of regulations of the SEC governing the determination of beneficial

6


ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including our common stock subject to a stock option or similar security that is exercisable within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest.

        Our LP exchangeable units are exchangeable on a one-for-one basis for shares of class B common stock at any time at the option of the holder. Accordingly, this table assumes the exchange of all LP exchangeable units for class B common stock. Until such exchange, the holders of the LP exchangeable units have the benefit of the class B special voting stock through which the holders may exercise voting rights as though they held the same number of shares of class B common stock. As a result, each person identified as a beneficial owner of class B common stock may also be deemed to own beneficially a percentage of the one share of class B special voting stock approximately equal to that person's percentage ownership of the class B common stock. Moreover, because our class B common stock is convertible at any time on a one-for-one basis for shares of class A common stock at the option of the holder, each holder of class B common stock may be deemed to own an equal number of shares of class A common stock. On all matters to be voted on by our stockholders, our class A common stock has one vote per share and our class B common stock has ten votes per share.

        Except as described above with respect to the shared right to direct the vote of the class B special voting stock, and as we describe in the footnotes to the following table, to our knowledge each of the beneficial owners has sole voting and investment power with respect to the voting securities beneficially owned.

Name and Address
of Beneficial Owners
of Common Stock
   Shares
Beneficially
Owned
   Percentage of
Class
   Percentage of
All Equity
Shares
   Percent of
Voting
Power(1)
  
Onex Corporation   1 class B special voting stock   100.0 % *   96.8 %
Onex Corporation(2)   32,107,545 class B(3)   99.6 % 77.2%   96.8 %
Onex Partners LP(4)   17,226,723 class B(3)   53.4 % 41.4%   51.9 %
Onex Partners LLC(5)   11,106,924 class B(3)   34.4 % 26.7%   33.5 %
Onex EMSC Co-Invest LP(6)   2,844,855 class B(3)   8.8 % 6.8%   8.6 %
Entities affiliated with Deerfield Capital, L.P.(7)   526,276 class A(8)   5.6 % *   *  
Entities affiliated with Delaware Management Holdings(9)   1,197,830 class A(10)   12.8 % *   *  
FMR LLC(11)   1,770,158 class A(12)   19.0 % *   *  
O'Shaughnessy Asset Management, LLC(13)   595,986 class A(14)   6.4 % *   *  
*
Represents less than 1%.

(1)
On each matter submitted to the stockholders for their vote, our class A common stock is entitled to one vote per share, our class B common stock is entitled to ten votes per share, reducing to one vote per share under certain limited circumstances, and our class B special voting stock is entitled to a number of votes that could be cast if all of the outstanding LP exchangeable units were exchanged for class B common stock. Except as required by law, our class A common stock, class B common stock and class B special voting stock vote together on all matters submitted to stockholders for their vote.

(2)
Includes the following: (i) 17,226,723 LP exchangeable units held by Onex Partners LP; (ii) 11,106,924 LP exchangeable units held by Onex Partners LLC; (iii) 2,844,855 LP exchangeable units held by Onex EMSC Co-Invest LP; (iv) 639,649 LP exchangeable units held by EMS Executive Investco LLC; (v) 289,349 LP exchangeable units held by Onex US Principals LP; and (vi) 45 class B shares held by Onex American Holdings II LLC. Onex Corporation may be deemed to own beneficially the LP exchangeable units held by (a) Onex Partners LP, through Onex' ownership of all of the common

7


Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to own beneficially all of the LP exchangeable units owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership.

(3)
According to the SEC rules, any securities not outstanding (such as shares of our class B common stock issuable on conversion of our LP exchangeable units) should be assumed to be outstanding only for the calculation of beneficial ownership of the individual who beneficially owns such shares. Our calculation of the beneficial ownership of our class B common stock assumes the exchange of all of our LP exchangeable units for class B common stock because the LP exchangeable unit holders currently have the power to direct a number of votes equal to the votes they would cast if they exchanged their LP exchangeable units for class B common stock.

(4)
All of the LP exchangeable units owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Partners LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.

(5)
All of the LP exchangeable units owned by Onex Partners LLC may be deemed owned beneficially by Onex Corporation. The address for Onex Partners LLC is 421 Leader Street, Marion, Ohio 43302.

(6)
All of the LP exchangeable units owned by Onex EMSC Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex EMSC Co-Invest LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.

(7)
Based solely on information contained in the Form 13G/A filed with the SEC by James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P. and Deerfield International Limited on February 1, 2008. The address for James E. Flynn is 780 Third Avenue, 37th floor, New York, NY 10017.

(8)
These securities are owned beneficially by Deerfield, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P. and Deerfield International Limited. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Mr. Flynn is deemed to be a beneficial owner of such securities. As of February 1, 2008, Mr. Flynn does not have sole dispositive or voting power with respect to such securities.

(9)
Based solely on information contained in the Form 13G/A filed with the SEC by Delaware Management Holdings and Delaware Management Business Trust on February 7, 2008. The address for Delaware Management Holdings is 2005 Market Street Philadelphia, Pennsylvania 19103.

(10)
These securities are owned beneficially by Delaware Management Holdings and Delaware Management Business Trust. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Delaware Management Holdings is deemed the beneficial owner of such securities.

(11)
Based solely on information contained in the Form 13G filed with the SEC by FMR LLC on February 13, 2008. The address for FMR LLC 82 Devonshire Street Boston, Massachusetts 02109.

(12)
These securities are owned beneficially by FMR LLC. FMR LLC has sole dispositive power over all of the shares and sole voting power over 323,400 of the shares.

(13)
Based solely on information contained in the Form 13G filed with the SEC by O'Shaughnessy Asset Management, LLC ("O'Shaughnessy") on February 15, 2008. The address for O'Shaughnessy is 6 Suburban Avenue Stamford, Connecticut 06901.

(14)
These securities are owned beneficially by O'Shaughnessy. O'Shaughnessy has sole dispositive power over all of the shares and sole voting power over all of the shares.

Stock Ownership of Directors and Executive Officers

        The following table sets forth the number of shares of our voting securities, including our common stock, beneficially owned as of April 15, 2008 by each director and each executive officer named in the Summary Compensation Table, and by all directors and executive officers as a group. Except as we describe in the footnotes, to our knowledge, each named person has sole voting and investment power with respect to the shares shown in the table. Beneficial ownership is determined on the basis of the

8


rules of the SEC. Please see "—Principal Holders of the Company's Stock" for a description of those rules.

Name
   Common
Stock
   Shares Subject
to Options(1)(2)
   Total Shares
Beneficially
Owned
   Percentage
of
Class
   Percentage
of
Equity
Shares
   Percentage
of Voting
Power
Robert M. Le Blanc(3)   56,064 class B   —   56,084 class B   *   *   *
Steven B. Epstein(4)   48,205 class A (5) 937 class A   49,142 class A   *   *   *
James T. Kelly(4)   123,205 class A (5) 937 class A   124,611 class A   1.3 % *   *
Michael L. Smith(4)(6)   48,205 class A (5) 937 class A   49,142 class A   *   *   *
William A. Sanger(4)   450,000 class A   555,813 class A   1,005,813 class A   10.8   2.4 % *
Paul B. Iannini, M.D.(4)   10,705 class A (5) —   10,705 class A   *   *   *
Randel G. Owen(4)   33,750 class A   138,953 class A   172,703 class A   1.9   *   *
Todd G. Zimmerman(4)   25,416 class A (5) 55,581 class A   80,997 class A   *   *   *
Dighton C. Packard, M.D.(7)   33,750 class A   18,281 class A   52,031 class A   *   *   *
All directors and executive officers as a group (9 persons)   773,236 class A
56,084 class B		   771,439 class A
—		   1,544,675 class A
56,084 class B		   16.6
*		 %
 3.7
*		 %
 *
*
*
Represents less than 1%.

(1)
Represents stock options that are exercisable as of April 15, 2008 or become exercisable within 60 days of April 15, 2008.

(2)
The options vest ratably on the first four anniversaries of February 10, 2005, the grant date (except for Mr. Sanger, whose shares vest ratably on the first eight six-month anniversaries of the grant date), provided that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets.

(3)
Includes (i) 35,814 LP exchangeable units held by Onex US Principals LP which may be deemed owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in the LP exchangeable units owned by Onex US Principals LP and (ii) 20,250 LP exchangeable units owned by Onex EMSC Co-Invest LP which may be deemed to be owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in Onex EMSC Co-Invest LP. Mr. Le Blanc disclaims beneficial ownership of the LP exchangeable units owned by Onex US Principals LP and Onex EMSC Co-Invest LP. Mr. Le Blanc's address is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.

(4)
The address of these stockholders is c/o Emergency Medical Services Corporation, 6200 Syracuse Way, Suite 200, Greenwood Village, Colorado 80111-4737.

(5)
With respect to each of Messrs. Epstein, Kelly, Smith and Dr. Iannini, includes 2,705 Restricted Stock Units granted pursuant to the Company's Non-Employee Director Compensation Program that will vest on the date of the Annual Meeting of the Stockholders, or May 28, 2008. Each Restricted Stock Unit represents the right to receive one share of class A common stock. With respect to Mr. Zimmerman, includes 6,666 restricted shares, which will vest on June 14, 2008.

(6)
Includes 36,725 shares of our class A common stock held by the Michael L. Smith Grantor Retained Annuity Trust, dated October 1, 2005.

(7)
The address of this stockholder is c/o EmCare Holdings Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors, executive officers and persons who beneficially own more than 10% of the Company's class A common stock (referred to as "Reporting Persons") file reports of initial ownership and changes in ownership of the Company's common stock with the SEC. The SEC regulations require the Reporting Persons to furnish the Company with copies of such reports. Based solely on our review of copies of these reports received by us with respect to our year ended December 31, 2007, we believe that during 2007 all Reporting Persons filed on a timely basis all reports required of them.

9


PROPOSAL 1

ELECTION OF DIRECTORS

        Under our By-Laws, our Board of Directors may consist of three or more directors, the exact number to be set from time to time by resolution of our Board. The Board of Directors currently consists of six members, divided into three classes of directors. Class I consists of Robert M. Le Blanc and William A. Sanger, and their current terms of office will expire at the 2009 annual meeting of stockholders. Class II consists of Steven B. Epstein, Paul B. Iannini, M.D. and James T. Kelly, and their current terms of office will expire at the 2010 annual meeting of stockholders. Class III currently consists of Michael L. Smith, as Don S. Harvey resigned as Director of the Company effective January 7, 2008, and Michael L. Smith's current term of office will expire at the Annual Meeting. If Mr. Smith is elected at this year's Annual Meeting, he will serve a three-year term expiring at the 2010 annual meeting of stockholders, or until his earlier death, resignation or removal.

        At each annual stockholders meeting, directors are elected for a term of three years and to hold office until their successors are elected and qualified or until their earlier removal or resignation. Directorships resulting from an increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause may be filled by a majority of the remaining directors then in office. At the Annual Meeting, one director is to be elected by the stockholders to hold office for a term of three years and until his successor is elected and qualified.

        We have a Corporate Governance and Nominating Committee to propose nominees, and all nominations are approved by the Board of Directors. The Board of Directors recommends that its nominee for director be elected at the Annual Meeting. The nominee is Michael L. Smith. The nominee has consented to serve as a director if elected. Mr. Smith currently serves as a director of the Company, and has served as a director of the Company and its predecessor since July 2005. If the nominee becomes unavailable for any reason or should a vacancy occur before the election, which we do not anticipate, the proxies will be voted for the election of such other person as a director as the Board of Directors may recommend.

        Information regarding the nominee proposed by the Board of Directors for election as a Class III director, along with information concerning the present Class I and Class II continuing directors of the Company, is set forth below:

Class III Director—Nominee

Name
   Age
   Position(s)
Michael L. Smith   59   Director Nominee

Class I Directors—Terms Expiring in 2009

Name
   Age
   Position(s)
William A. Sanger   57   Director, Chairman and Chief Executive Officer
Robert M. Le Blanc   41   Director, Lead Director

Class II Directors—Terms Expiring in 2010

Name
   Age
   Position(s)
Steven B. Epstein   64   Director
Paul B. Iannini, M.D.    60   Director
James T. Kelly   61   Director

10

        The Board of Directors recommends a vote FOR the election of the nominee for the Class III Director named above.

        Our Company was formed in November 2005, as the top-tier holding company to Emergency Medical Services L.P., which we refer to herein as the "predecessor" of our Company, although the use of the term is not intended to convey any particular accounting position or treatment. Messrs. Sanger and Le Blanc have served on the Board since the Company's formation and the other directors, other than Dr. Iannini, were elected to the Board on December 13, 2005, just before we formally approved our initial public offering. Dr. Iannini was elected to the Board on June 1, 2006 and was also appointed to the Audit Committee at that time. The period of service on our Board of Directors referred to below includes services on the board of directors of the predecessor of our Company.

        Our operating subsidiaries are American Medical Response, Inc., which we refer to as AMR, and EmCare Holdings Inc., which we refer to as EmCare.

        Mr. Le Blanc is serving as our Lead Director. In that role, his primary responsibility is to preside over periodic executive sessions of our board of directors in which management directors and other members of management do not participate, and he has the authority to call meetings of the non-management directors. The Lead Director also chairs certain portions of board meetings, serves as liaison between the Chairman of the Board and the non-management directors, and develops, together with the Chairman, the agenda for board meetings. The Lead Director will also perform other duties the Board delegates from time to time to assist the Board of Directors in fulfilling its responsibilities.

Director Nominee

        Michael L. Smith became a director of the predecessor of Emergency Medical Services Corporation in July 2005. Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Anthem, Inc. and its subsidiaries, Anthem Blue Cross and Blue Shield, from 2001 until his retirement in January 2005. Mr. Smith was Executive Vice President and Chief Financial Officer of Anthem Insurance from 1999, and from 1996 to 1998 he served as Chief Operating Officer and Chief Financial Officer of American Health Network Inc., then a subsidiary of Anthem. Mr. Smith was Chairman, President and Chief Executive Officer of Mayflower Group, Inc. (a transportation company) from 1989 to 1995, and held various other management positions with that company from 1974 to 1989. Mr. Smith also serves as a director of Kite Realty Group Trust (a retail property REIT), Calumet Specialty Products, LP (a refiner of specialty petroleum products), Vectren Corporation (a gas and electrical power utility), and HH Gregg, Inc. (a national home appliance and electronics retailer). Mr. Smith is currently a director of InterMune, Inc., a biopharmaceutical company, but will not stand for reelection at their 2008 annual meeting. Mr. Smith also serves as a member of the Board of Trustees of DePauw University, a Trustee of the Indianapolis Museum of Art, a director of the Central Indiana Community Foundation and the Lumina Foundation, and a member of the Indiana Commission for Higher Education.

Continuing Directors

        William A. Sanger has been a director, chairman and Chief Executive Officer of Emergency Medical Services Corporation and its predecessor since February 10, 2005. Mr. Sanger was appointed President of EmCare in 2001 and Chief Executive Officer of AMR and EmCare in June 2002. Mr. Sanger is a co-founder of BIDON Companies where he has been a Managing Partner since 1999. Mr. Sanger served as President and Chief Executive Officer of Cancer Treatment Centers of America, Inc. from 1997 to 2001. From 1994 to 1997, Mr. Sanger was co-founder and Executive Vice President of PhyMatrix Corp., then a publicly traded diversified health services company. In addition, Mr. Sanger was president and chief executive officer of various other healthcare entities, including JFK

11


Health Care System. Mr. Sanger has an MBA from the Kellogg School of Management at Northwestern University. Mr. Sanger has more than 30 years of experience in the healthcare industry.

        Robert M. Le Blanc has served as Managing Director of Onex Investment Corp., an affiliate of Onex Corporation, a diversified industrial corporation, since 1999. Prior to joining Onex in 1999, he was with Berkshire Hathaway for seven years. From 1988 to 1992, Mr. Le Blanc held numerous positions with GE Capital, with responsibility for corporate finance and corporate strategy. Mr. Le Blanc serves as the Lead Director of Magellan Health Services, Inc., and is a director of Carestream Health, Inc., The Warranty Group, Inc., Cypress Insurance, Res-Care, Inc., Center for Diagnostic Imaging, Inc., First Berkshire Hathaway Life, Skilled Healthcare Group, Inc. and Connecticut Children's Medical Center. Mr. Le Blanc became a director of the predecessor of Emergency Medical Services Corporation in December 2004.

        Steven B. Epstein became a director of the predecessor of Emergency Medical Services Corporation in July 2005. Mr. Epstein is the founder and senior healthcare partner of the law firm of Epstein Becker & Green, P.C. Epstein Becker & Green, P.C. generally is recognized as one of the country's leading healthcare law firms. Mr. Epstein serves as a legal advisor to healthcare entities throughout the U.S. Mr. Epstein received his B.A. from Tufts University, where he serves on the Board of Trustees and the Executive Committee, and his J.D. from Columbia Law School, where he serves as Chairman of the Law School's Board of Visitors. In addition, Mr. Epstein serves as a director of many healthcare companies and venture capital and private equity firms, including HealthExtras, Inc. (a pharmacy benefit company) and Discovery Health (a South African healthcare company).

        Paul B. Iannini, M.D. became a director of the Company in June 2006. Dr. Iannini is the Chairman, Department of Medicine and Director, Medical Service Line, at York Hospital in York, Pennsylvania. Prior to that, Dr. Iannini served as the Chairman, Department of Medicine, of Danbury Hospital, where he had been since 1978, and as Clinical Professor of Medicine at Yale University School of Medicine.

        James T. Kelly became a director of the predecessor of Emergency Medical Services Corporation in July 2005. From 1986 to 1996, Mr. Kelly served as President and Chief Executive Officer of Lincare Holdings Inc., and he served as Chairman of the Board of Lincare from 1994 to 2000. Lincare is a publicly traded company that provides respiratory care, infusion therapy and medical equipment to patients in the home. Prior to joining Lincare, Mr. Kelly was with Union Carbide Corporation for 19 years, where he served in various management positions. Mr. Kelly also serves as a director of American Dental Partners, Inc. (a provider of dental management services) and HMS Holdings Corp. (a provider of consulting and business office outsourcing and reimbursement services to healthcare providers).


CORPORATE GOVERNANCE

        The business and affairs of the Company are managed by or under the direction of our Board of Directors. The principal functions of the Board and its committees are to:

        The principal functions of the Board and its committees are more fully described in the Company's Corporate Governance Guidelines, adopted by our Board of Directors on December 14, 2005. To achieve these goals, the directors will monitor the performance of the Company by regularly attending

12


meetings of the Board and its committees. The Board of Directors was constituted in November 2005, and four of our six directors were first elected to the Board on December 13, 2005. The Board held five regularly scheduled meetings and five special meetings during 2007. All Board members attended all of the meetings of the Board held in 2007, except that Dr. Iannini and Messrs. Harvey and Smith were each unable to attend one meeting in 2007. During 2007, the audit committee held seven meetings, the corporate governance and nominating committee held four meetings, the compensation committee held eight meetings and the compliance committee held five meetings. Each of our directors attended all of the meetings held by those committees of the board on which he served, except that Mr. Smith was unable to attend one meeting of the Compensation Committee in 2007.

        A copy of our Corporate Governance Guidelines is available on the Company's website at www.emsc.net and is also available in print to any stockholder who sends a request to Emergency Medical Services Corporation, Attn: Investor Relations, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, (303) 495-1200.

Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Senior Financial Officers

        The Board of Directors has adopted a "Code of Business Conduct and Ethics" that applies to all of the Company's officers, employees and directors, and a "Code of Ethics for the Chief Executive Officer and Senior Financial Officers" that applies to our chief executive officer, chief financial officer, corporate officers with financial and accounting responsibilities, including the controller, treasurer and any chief accounting officer, and any other person performing similar tasks or functions. The Code of Business Conduct and Ethics and the Code of Ethics for the Chief Executive Officer and Senior Financial Officers are available at the "Corporate Governance" section of the Company's website at www.emsc.net. Copies of these codes may also be obtained free of charge from the Company upon a request to Emergency Medical Services Corporation, Attn: Investor Relations, 6200 South Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, (303) 495-1200.

        We will promptly disclose any substantive changes in or waiver from, together with reasons for any waiver, either of these codes granted to our executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors by posting such information in the "Corporate Governance" section of our website at www.emsc.net.

Director Independence

        Onex Corporation currently controls more than 50% of our combined voting power and we are, therefore, a "controlled company" under New York Stock Exchange rules. We currently avail ourselves of the "controlled company" exception under the New York Stock Exchange rules, which eliminates the requirements that we have a majority of independent directors on our Board of Directors and that our compensation and governance and nominating committees be composed entirely of independent directors.

        Our Board of Directors consists of six directors, including four independent directors under NYSE rules: Steven R. Epstein, Paul B. Iannini, M.D., James T. Kelly and Michael L. Smith. The Board of Directors has affirmatively determined that Messrs. Epstein, Iannini, Kelly and Smith do not have any material relationships with the Company and are independent under the criteria established by the New York Stock Exchange for independent board members.

        Mr. Epstein is a partner of a law firm that receives fees from the Company, and therefore does not meet the additional audit committee criteria for independence under the NYSE rules. As of the date of the annual meeting, Mr. Smith will be serving on the audit committee of the boards of directors of Kite Realty Group Trust, H.H. Gregg, Inc., Calumet Specialty Products, LP and Vectren

13


Corporation. The Board of Directors has determined that the simultaneous service by Mr. Smith on the audit committees of more than three public companies would not impair his ability to effectively serve as a member of the Company's audit committee.

Executive Sessions

        The Board of Directors generally holds executive sessions of the non-management directors at least quarterly, following regularly scheduled in-person meetings of the Board of Directors. Executive sessions do not include any employee directors of the Company. Mr. Le Blanc, the Lead Director, generally presides over the executive sessions of the non-management directors.

Board Attendance at Annual Meetings

        Board members are invited to attend the Company's annual stockholder meetings but they are not required to do so. The Company reimburses the travel expenses of any director who travels to attend the annual meeting. William Sanger, who is also the chief executive officer of the Company, and Don S. Harvey, who was then the President of the Company, were the Board members who attended last year's annual stockholder meeting.

Communications with Directors

        Stockholders, employees or other interested parties may communicate with the Board of Directors of the Company, and its Audit Committee, by calling the Ethics & Integrity Helpline at (877) 835-5267 or by writing to Emergency Medical Services Corporation, Attn: Corporate Secretary, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111. These communications will be reviewed by the Company's Ethics & Compliance Department as agent for the non-management directors in facilitating direct communications to the Board of Directors and its Audit Committee. All communications will be handled in a confidential manner, to the degree the law allows. Communications may be made on an anonymous basis; however, in these cases the reporting individual must provide sufficient details for the matter to be reviewed and resolved. The Company will not tolerate any retaliation against an employee who makes a good-faith report.

        An interested person may direct communications to any member of our Board of Directors, including our Lead Director, Mr. Le Blanc. However, phone calls to the Ethics & Integrity Helpline will be directed to the appropriate contact at the Company, and may not be directed to our Board of Directors unless specifically requested by the caller. Unless otherwise requested, for calls to the Ethics & Integrity Helpline directed to the Board of Directors, the Ethics & Compliance Department will:

Copies of actual communications will be provided to the Board of Directors upon its request. The Company will reiterate to employees annually the process for communicating concerns.

14

Committees of the Board of Directors

        Our Board of Directors maintains an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Compliance Committee. The committee charters are available on our website at www.emsc.net and are also available in print to any stockholder who submits a request to Emergency Medical Services Corporation, Attn: Investor Relations, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111, (303) 495-1210.

Audit Committee

Members
   Principal Functions
   Meetings in
2007

Michael L. Smith, Chair
Paul B. Iannini, M.D.
James T. Kelly
 
•
 
Ensures that the Company conducts its business in conformance with appropriate legal and regulatory standards and requirements
 
7

 
 
•
 
Annually selects, appoints, evaluates, determines the compensation of, and retains the independent auditors, reviews the services to be performed by the independent auditors and the terms of their engagement, exercises oversight of their activities and, where appropriate, terminates and/or replaces the independent auditors.
 
 

 
 
•
 
Oversees and ensures adequacy of internal controls and risk management.
 
 

 
 
•
 
Reviews with management and the independent auditors the Company's quarterly and annual periodic reports and other financial disclosures such as earnings releases.
 
 

 
 
•
 
Reviews the results of each external audit and considers the adequacy of the Company's internal controls.
 
 

 
 
•
 
Determines the duties and responsibilities of the internal auditors, reviews the internal audit program, and oversees other activities of the internal auditing staff.
 
 

 
 
•
 
Prepares a report to stockholders included in the Company's annual proxy statement.
 
 

        The Board has determined that Mr. Smith is an "audit committee financial expert" as defined under the SEC rules. The Board has determined that each member of the Committee is "independent" and "financially literate" in accordance with the listing standards of the NYSE and the SEC.

15

Compensation Committee

Members
   Principal Functions
   Meetings in
2007

James T. Kelly, Chair
Robert M. Le Blanc
Michael L. Smith
 
•
 
Administers the Company's stock option plans including the review and grant of stock options to all eligible employees and directors.
 
8

 
 
•
 
Reviews and approves corporate goals and objectives relevant to Mr. Sanger's compensation, evaluates his performance, determines and approves Mr. Sanger's compensation.
 
 

 
 
•
 
Reviews and approves the evaluation process and compensation for the Company's officers.
 
 

 
 
•
 
Prepares a report to stockholders included in the Company's annual proxy statement.
 
 

        As the Company is a "controlled" company, one of our current Compensation Committee members, Mr. Le Blanc, is not independent, as is permitted by NYSE rules. Mr. Le Blanc does not participate in the approval by the Compensation Committee of equity awards to executive officers.

Compliance Committee

Members
   Principal Functions
   Meetings in
2007
Robert M. Le Blanc, Chair
Steven B. Epstein		   •   Ensures proper communication of compliance issues to Board and its committees.   5
James T. Kelly            
Michael L. Smith   •   Reviews significant compliance risk areas and management's efforts to monitor, control and report such risk exposures.    

 
 
•
 
Monitors the effectiveness of the Company's Ethics and Compliance Department.
 
 

 
 
•
 
Reviews and approves compliance related policies and proceedings.
 
 

        As the Company is a "controlled" company, one of our current Compliance Committee members, Mr. Le Blanc, is not independent as permitted by NYSE rules.

16

Corporate Governance and Nominating Committee

Members
   Principal Functions
   Meetings in
2007
Steven B. Epstein, Chair
Paul B. Iannini, M.D.		   •   Establishes procedures for the nomination process and recommends candidates for election to the Board.   4
James T. Kelly            
Robert M. Le Blanc   •   Recommends committee assignments, and the    
William A. Sanger       establishment of special committees' committee chairs.    
Michael L. Smith            
    •   Reviews and reports to the Board of Directors on corporate governance matters.    

 
 
•
 
Oversees the evaluation of the Board of Directors and management.
 
 

        As the Company is a "controlled" company, two of our current Corporate Governance and Nominating Committee members, Messrs. Le Blanc and Sanger, are not independent as is permitted by the NYSE rules.

        In accordance with its charter, when a vacancy exists on the Board, the Corporate Governance and Nominating Committee will identify and evaluate potential director candidates and recommend to the Board individuals to fill such vacancy either through appointment by the Board or through election by stockholders. The Committee will consider recommendations of management, stockholders and others.

        When evaluating a potential director candidate, the Committee will consider such criteria as it deems appropriate, including a candidate's integrity, judgment, willingness, capability, experience with businesses and other organizations of comparable nature or size, and the interplay of a candidate's experience with the experience of other Board members. This evaluation process is the same for nominees submitted by our stockholders. The Committee did not receive any recommendations from stockholders proposing candidates for election at the Annual Meeting. To recommend a prospective nominee for consideration, submit the candidate's name and qualifications to the following address:

        All stockholder nominations for director must comply with the procedures set forth in the Company's By-Laws. For the Corporate Governance and Nominating Committee to consider a candidate recommended by a holder of our class A common stock for nomination, the recommendation must be delivered or mailed to and received by our Corporate Secretary at the Company's principal office not later than 120 days before the anniversary of the prior year's annual meeting, in the case of an annual meeting and, in the case of a special meeting, the close of business on the fifteenth day following the date on which the Company first publicly discloses the date of the special meeting. In particular, for nominations to be considered at the 2009 annual meeting of stockholders, the recommendation must be received by January 28, 2009. The notice must:

17


COMPENSATION OF NON-EMPLOYEE DIRECTORS

        Non-employee directors' compensation is set by the Board of Directors at the recommendation of the Corporate Governance and Nominating Committee. In developing its recommendations, the Corporate Governance and Nominating Committee is guided by the following goals: compensation should fairly pay directors for work required in companies similar in size and scope to the Company; compensation should align directors' interests with the long-term interest of stockholders; and the structure of the compensation should be simple, transparent, and easy for stockholders to understand.

        The Corporate Governance and Nominating Committee reviews and recommends to the Board of Directors for its approval all compensation of the Company's non-employee directors, but no member of the Corporate Governance and Nominating Committee may act to fix his or her own compensation except as uniformly applied to all of the Company's non-employee directors.

        In May 2007, our stockholders adopted the Non-Employee Director Compensation Program, which provides for the compensation of our non-employee directors, consisting of all of our current directors other than Mr. Sanger, our President and Chief Executive Officer, and Mr. Le Blanc, who is our Lead Director, although not an employee of the Company. Each of our non-employee directors under the Non-Employee Director Compensation Program receives an annual cash retainer of $50,000, payable in four equal quarterly installments. In addition, immediately following each annual meeting of our stockholders, each non-employee director then serving on the Board of Directors shall be granted a number of Restricted Stock Units, or RSUs, representing the right to receive a number of shares of class A common stock (rounded up to the closest whole share) having a fair market value of $100,000 (based on the closing price of our class A common stock on the New York Stock Exchange on the business day immediately preceding the grant date). The number of RSUs granted to a non-employee director appointed to the Board other than at an annual meeting of stockholders will be pro-rated based on the number of days on which such non-employee director will serve as a Board member until the next annual meeting of stockholders. RSUs vest on the date of the next following annual meeting of stockholders, immediately prior to the vote for directors, and are currently paid in shares of our class A common stock (one share for each RSU) unless the non-employee director has made an election to defer the receipt of such shares at the time and in the manner provided by the Board.

        Directors who are employees of the Company receive no compensation for their services as a director. Mr. Le Blanc receives no compensation for his services as a member of the Board of Directors, its committees, or as Lead Director.

18

Non-Employee Director Compensation for Fiscal Year 2007

        In 2007, we provided the following compensation to members of our Board of Directors other than Messrs. Sanger, Harvey and Le Blanc:

Name
   Fees Earned
or
Paid in Cash
($)
   Stock
Awards
($)(1)
   Stock Option
Awards(2)
   All Other
Compensation
($)
   Total
($)
Steven B. Epstein(3)   50,000   100,000   —   —   150,000
Paul B. Iannini, M.D.(4)   50,000   100,000   —   —   150,000
James T. Kelly(5)   50,000   100,000   —   —   150,000
Michael L. Smith(6)   50,000   100,000   —   —   150,000
(1)
Each non-employee director other than Mr. Le Blanc received a grant on August 10, 2007 of RSUs with a grant date fair value of $100,000 (2,705 shares). These shares will vest on the date of the Annual Meeting, or May 28, 2008. The table shows the expense that will be recognized by the Company for the RSUs for each director's stock award.

(2)
No stock options were granted in 2007.

(3)
The Company reimbursed no travel expenses to Mr. Epstein in 2007.

(4)
The Company reimbursed $1,779 to Dr. Iannini for his travel expenses in 2007.

(5)
The Company reimbursed $35,956 to Mr. Kelly for his travel expenses in 2007, a significant portion of which represented costs incurred by Mr. Kelly on behalf of other directors.

(6)
The Company reimbursed $2,522 to Mr. Smith for his travel expenses in 2007.

        The following table sets forth information regarding the non-employee directors' outstanding stock option awards:

Name
   Grant Date
   Expiration Date
   Exercise Price
   Outstanding Stock
Options(1)
Steven B. Epstein   07/29/2005   07/29/2015   $ 6.67   3,750
James T. Kelly   07/29/2005   07/29/2015   $ 6.67   3,750
Michael L. Smith   07/29/2005   07/29/2015   $ 6.67   3,750
(1)
The options vest ratably on the first four anniversaries of the grant date, beginning July 29, 2006, provided that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets.

Certain Relationships and Related Party Transactions

        Pursuant to stock purchase agreements with Laidlaw International, Inc. and a subsidiary of Laidlaw, on February 10, 2005 we purchased all the capital stock of AMR and EmCare. Pursuant to the stock purchase agreements, we are indemnified by the seller (a subsidiary of Laidlaw that directly owned AMR and EmCare) and Laidlaw, subject to specified exceptions, for losses arising from:

        We are party to a management agreement dated February 10, 2005 with Onex Partners Manager LP, or Onex Manager, a wholly-owned subsidiary of Onex Corporation. In exchange for an annual management fee of $1.0 million, Onex Manager provides us with consulting and management advisory services for corporate finance and strategic planning and such other management areas to

19

which the parties agree. The annual fee may be increased, to a maximum of $2.0 million, with the approval of directors of each of AMR and EmCare that are not affiliated with Onex. We also reimburse Onex Manager for out-of-pocket expenses incurred in connection with the provision of services pursuant to the agreement, and we reimbursed Onex Manager for out-of-pocket expenses incurred in connection with our acquisition of AMR and EmCare. The management agreement has an initial term ending February 10, 2010, subject to automatic one-year renewals, unless terminated by either party by notice given at least 90 days prior to the scheduled expiration date. For the year ended December 31, 2007, we paid Onex Manager $1 million pursuant to this management agreement.

        We have an employment agreement and an option agreement with Mr. Sanger, our Chairman and Chief Executive Officer, and with certain of our other senior executives. For a description, see "Management—Employment Agreements."

        In November 1999, Texas EM-I Medical Services, P.A., a physician group affiliated with EmCare, entered into an employment agreement with Dighton C. Packard, M.D. Dr. Packard's employment agreement automatically renews for successive two-year terms unless either party gives notice 180 days prior to the expiration of the then current term. Dr. Packard has the right to terminate his agreement upon 180 days' notice, in which event he agrees to not compete with Texas EM-I for 12 months following termination of employment. Under the employment agreement, Dr. Packard is to receive an annual base salary plus a bonus based on the performance of the group under the agreements with Baylor University Medical Center.

        We have entered into indemnification agreements with each of our directors, and our executive employment agreements include indemnification provisions. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted.

        On February 10, 2005, we entered into an investor equityholders agreement with certain of our equityholders, including each of the named executive officers. Under this agreement, until the fifth anniversary of the closing of the initial public offering of the Company's common stock, the right of these equityholders to sell common stock owned immediately prior to the initial public offering, and any shares acquired upon the exercise of options held immediately prior to the initial public offering, is limited. Such equityholder may sell up to 12.5% of those shares in the first year following the offering, increasing 12.5% each year up to a maximum of 50% of such shares (or, if greater, the percentage of its shares sold by Onex Partners), plus the number of shares required to pay any income taxes on the exercise of options. The other substantive provisions of the investor equityholders agreement terminated upon completion of the offering.

        We are also a party to an equityholders agreement with the Onex Investors and certain employee and affiliated physician investors. Certain of these employees are subject to the further limitations on resale that are applicable to the equityholders pursuant to the investor equityholders agreement.

        Steven B. Epstein, one of our directors and member of certain committees, including the Compliance Committee, is a founding member and the senior health law partner in the Washington, D.C. firm of Epstein, Becker & Green, P.C., or EBG. EBG provided healthcare-related legal services to Onex in connection with our acquisition of AMR and EmCare. Furthermore, as part of its legal services, EBG has been retained to provide legal representation to the Company on various matters, including in connection with a previously disclosed United States Department of Justice subpoena

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relating to the operations of certain AMR affiliates in New York. We paid EBG $1,668,461 in 2007 for legal services rendered in the year ended December 31, 2007.

        The Company's subsidiary, AMR, on behalf of itself and certain of its subsidiaries, entered into an agreement in 2006 with Skilled Healthcare LLC, or Skilled, an operator of approximately 70 skilled nursing facilities in five states. Pursuant to this agreement, AMR became a preferred provider of medical transportation services for Skilled. In fiscal 2007, AMR had total gross revenue of approximately $1,194,000 under this agreement. The agreement has a three-year term, and the Company expects revenues in the remaining year of the agreement to be consistent with the gross revenues in 2007. Affiliates of Onex Corporation, which own more than a majority of our equity, own more than a majority of the equity of Skilled Healthcare Group, Inc., or Skilled Healthcare Group, Skilled's parent company. Robert Le Blanc, a director of the Company, is also a director of Skilled Healthcare Group, and Mr. Le Blanc and certain other directors of our Company own equity interests in Skilled Healthcare Group; our directors own, in the aggregate, less than 1% of the equity of Skilled Healthcare Group.

Compensation Committee Interlocks and Insider Participation

        During 2007, the Compensation Committee was comprised of the following three non-employee directors: Mr. Kelly, Chair, Mr. Le Blanc and Mr. Smith. There were no members of the Compensation Committee who served as an officer or employee of the Company or any of its subsidiaries during 2007. In addition, during 2007, no executive officer of the Company served as a director or as a member of the compensation committee of a company which employs a director of the Company.


EXECUTIVE COMPENSATION

Executive Officers of the Company

        The following information regarding the Company's executive officers is as of April 15, 2008.

Name
   Age
   Position
William Sanger   57   Director, Chairman and Chief Executive Officer
Randel G. Owen   49   Chief Financial Officer and Executive Vice President
Dighton C. Packard, M.D.    59   Chief Medical Officer
Todd G. Zimmerman   42   General Counsel and Executive Vice President

        Set forth below is a description of the background of each of our executive officers other than Mr. Sanger. A description of Mr. Sanger's background is set forth in the section of this Proxy Statement entitled, "Proposal 1—Election of Directors—Continuing Directors."

        Randel G. Owen has been Chief Financial Officer of Emergency Medical Services Corporation and its predecessor since February 10, 2005 and was appointed Executive Vice President as of December 1, 2005. Mr. Owen was appointed Executive Vice President and Chief Financial Officer of AMR in March 2003. He joined EmCare in July 1999 and served as Executive Vice President and Chief Financial Officer from June 2001 to March 2003. Before joining EmCare, Mr. Owen was Vice President of Group Financial Operations for PhyCor, Inc. in Nashville, Tennessee from 1995 to 1999. Mr. Owen has more than 20 years of financial experience in the health care industry. Mr. Owen received an accounting degree from Abilene Christian University.

        Dighton C. Packard, M.D. has been Chief Medical Officer of EmCare since 1990 and became Chief Medical Officer of the predecessor of Emergency Medical Services Corporation in April 2005. Dr. Packard is also the Chairman of the Department of Emergency Medicine at Baylor University Medical Center in Dallas, Texas and a member of the Board of Trustees for Baylor University Medical

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Center and for Baylor Heart and Vascular Hospital. Dr. Packard has practiced emergency medicine for more than 30 years. He received his BS from Baylor University at Waco and his MD from the University of Texas Medical School at San Antonio.

        Todd G. Zimmerman has been General Counsel of Emergency Medical Services Corporation and its predecessor since February 10, 2005 and was appointed Executive Vice President effective December 1, 2005. Mr. Zimmerman was appointed General Counsel and Executive Vice President of EmCare in July 2002 and of AMR in May 2004. Mr. Zimmerman joined EmCare in October 1997 in connection with EmCare's acquisition of Spectrum Emergency Care, Inc. where he served as Corporate Counsel. Prior to joining Spectrum in 1997, Mr. Zimmerman worked in the private practice of law for seven years, providing legal advice and support to various large corporations. Mr. Zimmerman received his BS in Business Administration from St. Louis University and his J.D. from the University of Virginia School of Law.

Officers and Key Employees

        Steve Murphy was appointed Senior Vice President of Government and National Services of Emergency Medical Services Corporation effective December 1, 2005. He has served in that role with AMR since 2003. Prior to joining AMR in 1989, Mr. Murphy was National Vice President of Government Relations for CareLine Inc. and MedTrans, Inc., President and Chief Operating Officer of Pruner Health Services, Inc. and Chief Administrative Officer for Pruner's Napa Ambulance Service, Inc. Mr. Murphy has been active in emergency medical services and the ambulance industry for more than 30 years. He holds a Registered Nursing Degree and has been certified as a Certified Emergency Nurse and Mobile Intensive Care Nurse.

        Kimberly Norman was appointed Senior Vice President of Human Resources of Emergency Medical Services Corporation effective December 1, 2005. Ms. Norman joined MedTrans, Inc. in June 1991 and joined AMR in 1997, when it merged with MedTrans. She has held various human resource positions for AMR, including Benefits Specialist, Manager of Human Resources and Employee Development, and Regional and National Vice President of Human Resources. Ms. Norman received her B.B.M. from the University of Phoenix and a Human Resource Management Certification from San Diego State University.

        Steve Ratton, Jr. has been Treasurer of Emergency Medical Services Corporation and its predecessor since February 2005 and was appointed Senior Vice President of Mergers and Acquisitions effective December 1, 2005. Mr. Ratton joined EmCare in April 2003 as Executive Vice President and Chief Financial Officer. Prior to joining EmCare, Mr. Ratton served as Treasurer for Radiologix, Inc. from September 2001 to April 2003. Mr. Ratton was Vice President of Finance for Matrix Rehabilitation, Inc. from August 2000 to September 2001, and Director of Finance for PhyCor, Inc. from April 1998 to August 2000. Mr. Ratton has more than 20 years of experience in the healthcare industry, in both hospital and physician settings. Mr. Ratton has an accounting degree from the University of Texas at El Paso.

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COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis contains statements regarding our performance targets and goals. These targets and goals are discussed in the limited context of our compensation program and should not be considered statements of our management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Overview

        The ability to attract and retain highly motivated, qualified and experienced executives is a crucial element in our ability to maintain and enhance our status as a leading provider of emergency medical services in the United States. We believe that an effective and competitive executive compensation program is a critical factor in recruiting and retaining key executives. Moreover, the Compensation Committee strives for internal equity among our named executive officers and, accordingly, the types of compensation and benefits offered to our named executive officers are intended to be proportional to each named executive officer's position and responsibilities and are therefore generally consistent among the group.

        The Compensation Committee of the Board has responsibility for establishing, implementing and monitoring compliance with our executive compensation philosophy. To that end, the Compensation Committee has developed, in consultation with management and outside consultants, an Executive Officer Evaluation and Compensation Plan which provides the Compensation Committee with a tool for gauging the compensation of our named executive officers. Such plan sets forth certain core practices that define the overriding objectives for our executive compensation programs and the role of the various compensation elements in meeting those objectives. These core practices are as follows:

        Through these core practices, our executive compensation programs are designed to effectively attract, retain, and motivate top quality executives who have the ability to significantly influence the long-term financial success of EMSC, and who are responsible for effectively managing EMSC's operations in a way that maximizes stockholder value. The compensation programs for named executive officers seek to achieve a balance between compensation levels and the Company's annual and long-term budgets, strategic plans, business objectives, and stockholder expectations. All elements of our compensation for our named executive officers are determined by the Compensation Committee of the Board of Directors, which is comprised of two independent, non-employee directors and one non-employee director who is not deemed independent, as permitted under New York Stock Exchange rules due to the "controlled company" exception which applies to us.

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Elements of the Company's Executive Compensation Program

        During 2007, the compensation program for our named executive officers consisted of base salary and short-term cash incentives in the form of annual bonuses. In addition, named executive officers are eligible to receive long-term incentives in the form of equity awards pursuant to the 2007 Long-Term Incentive Plan. Only one equity grant to a named executive officer was made in 2007, although all of our named executive officers were awarded stock options in 2005 under the Company's Equity Option Plan (the predecessor plan to the 2007 Long-Term Incentive Plan), a significant portion of which remains unexercisable. During 2007, our named executive officers also participated in various benefit plans made available to most of our employees, and received certain other perquisites and benefits as detailed below.

        We pay each of our named executive officers a base salary in cash on a bi-weekly basis. The amount of the salary is reviewed annually and does not necessarily vary with the Company's performance. We seek to provide base salary in an amount sufficient to attract and retain individuals with the qualities necessary to ensure the short- and long-term financial success of the Company. Base salary for each named executive officer is based upon appropriate competitive reference points, job responsibilities and such executive's ability to contribute to the Company's success. We currently intend to target salaries at or about the 50th percentile of peer companies listed on page 26 of this Proxy Statement, while recognizing individual differences in scope of responsibilities, qualifications, experience and leadership abilities.

        A portion of the named executive officers' targeted annual cash compensation is at risk, in the form of an annual cash incentive program which is contingent, in the case of each of Messrs. Sanger, Owen and Zimmerman, upon meeting annual objectives set by the Compensation Committee, and in the case of Dr. Packard, upon meeting annual target objectives pursuant to the Management and Exempt Incentive Plan, or MEIP, in part by his clinical performance, in part based on the Company's general financial performance and in part based on the Company's performance at his primary hospital (although the bonus based on the Company's performance at Dr. Packard's primary hospital is not paid by EMSC). The primary purpose of the annual cash incentive plans is to focus the attention of the named executive officers on the operational and financial performance of the Company.

        The 2007 Long-Term Incentive Plan is intended to assure that the key individuals who impact our long-term success have a meaningful portion of their potential total compensation linked to their success in helping meet long-term performance objectives and increasing stockholder value.

        The 2007 Long-Term Incentive Plan provides, among other things, for the issuance of stock options, restricted shares, RSUs, stock appreciation rights, stock awards and performance shares to employees of the Company and its subsidiaries, including our named executive officers. The Compensation Committee currently intends to grant only stock awards, stock options and restricted shares under the 2007 Long-Term Incentive Plan, but may award other forms of equity compensation in the future if it determines it is advisable to do so.

        We offer perquisites to our named executive officers in the form of auto allowances, certain automotive maintenance and operation expenses, as well as certain supplemental insurance expenses. Other than those perquisites, we do not have any other compensation elements, other than standard benefits that are available to most employees of the Company, such as 401(k) matching, subsidized

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medical, dental and vision insurance and life and disability insurance. From time to time, our Board of Directors and Compensation Committee may consider offering additional programs.

Role of the Compensation Committee, Executive Officers and Outside Consultants in Compensation Decisions

        The Compensation Committee is appointed by the Board of Directors and its functions include the following:

        To obtain access to independent compensation data, analysis and advice, the Compensation Committee, has historically retained the services of Watson Wyatt Worldwide, and has the ability to retain Watson Wyatt, or other compensation consultants, in its discretion for future projects. Watson Wyatt was actively involved with the Compensation Committee in the fourth quarter of 2006 and the first quarter of 2007 in providing a wide-ranging compensation overview to assist the Compensation Committee in setting standards by which compensation was paid and will be paid to management for fiscal 2007 and for fiscal 2008. For purposes of developing such overview, Watson Wyatt's assignments from the Compensation Committee included the following: evaluation of the composition of our peer group of companies, evaluation of our executive compensation as compared to general market compensation data and the peer companies' compensation data, and evaluation of our executive compensation programs. Watson Wyatt was also assigned the task of evaluating our non-employee director compensation, which was done in the second quarter of 2006. Our discussion of "market data" in this Proxy Statement is based in part on information compiled by our consultant. The compensation structure implemented by the Compensation Committee in fiscal 2007 following this overview continues to serve as the processes by which our named executive officers are compensated in fiscal 2008. While the Compensation Committee is tasked with considering compensation structures for our named executive officers on an ongoing basis, as well as monitoring compensation developments that may arise from time to time among our peer companies, the Compensation Committee does not consider material revisions to its compensation structure to be advisable at this time.

        The Compensation Committee meetings typically include an executive session without members of management present. In 2007, the Compensation Committee met eight times, and all of those meetings included an executive session. The Compensation Committee believes that regular input from management provides useful information and perspectives to assist the Compensation Committee in reaching its own views on compensation, and that input from outside compensation consultants is particularly useful when considering large-scale review of our compensation process. The Compensation Committee makes the final decisions as to the design of the Company's program and level of compensation for the Chief Executive Officer and the Company's other named executive officers, and is assisted by information and recommendations from our Chief Executive Officer, and, when it deems it appropriate, from Watson Wyatt.

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        The Compensation Committee considers a number of important and relevant factors when making decisions on compensation program structure and individual compensation awards and payments. Such factors include, but are not limited to: market competitiveness of total compensation opportunities, Company-wide performance, individual performance, retention risk and individual potential. The Compensation Committee has the benefit of direct access to compensation consultants, and may request various tools and analyses, as needed, to view a complete profile of each named executive officer's current total compensation, the value of realized and unrealized stock option awards, stock ownership and payments due under various termination scenarios.

        The Compensation Committee establishes all elements of compensation for the Chief Executive Officer and approves them only after careful consideration of all appropriate factors listed above. In setting total compensation for executives other than the Chief Executive Officer, the Compensation Committee considers both individual and Company-wide performance as well as salary recommendations from the Chief Executive Officer. In conducting market assessments to assist in setting executive compensation, the Compensation Committee has developed a peer group of publicly traded healthcare companies. This peer group is reviewed periodically by the Compensation Committee. There are no public companies of similar size to the Company with precisely the same mission. Therefore, the selection of a peer group began with a review of the organizations that various outside financial analysts have used to compare the Company's financial performance. After reviewing those companies, as well as discussions with Watson Wyatt and management, the Compensation Committee exercised its business experience and judgment to determine that the companies listed below were the appropriate peer group in 2007, and the Compensation Committee determined that the same group continues to be appropriate for 2008. This list was used to benchmark base salary, total cash compensation, and total equity compensation (including equity awards) for the named executive officers.

        The Compensation Committee considered whether a full overview of executive compensation, including a full market peer review, would be advisable for fiscal 2008. The Compensation Committee determined that the processes set in 2007, which followed a comprehensive review of the Company's compensation structure, were current and that it would be counterproductive for the Company to generally revisit its executive compensation benchmarks for fiscal 2008. The Compensation Committee strives generally to set fundamental compensation structures on a longer term horizon than one year; it makes adjustments to the Company's compensation structures on a general basis, and intends to make larger revisions to the structures on a less frequent basis. The Compensation Committee has not decided when it will conduct the Company's next comprehensive peer group review.

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Determination of 2007 Compensation of Named Executive Officers

        The following sections describe the determination of the various elements of our compensation program for our named executive officers, including objectives, market positioning, structure, operation and other information specific to 2007 payments, awards and compensation adjustments.

        Base salary for each named executive officer is established at a level that we believe is sufficient to attract and retain individuals with the qualities necessary for the long-term financial success of the Company. Salaries are generally positioned at the median of the defined peer group, with the exception of Dr. Packard, whose aggregate compensation is unique due to his dual corporate and clinical functions and his base salary is therefore not readily comparable to any peer group. However, as discussed further herein, given that Dr. Packard's dual sources of income places his aggregate cash compensation at or above the median of our other named executive officers, we believe Dr. Packard's salary reflects the fair market value of his position as a senior executive of our Company.

        The Compensation Committee reviews base salaries of named executive officers annually, in accordance with the provisions of the executive officers' employment agreements. Salary adjustments take into account market data in the context of an executive's role, responsibilities, experience, tenure, individual performance and contribution to our results. Working with management, the Compensation Committee has also developed an evaluation tool to periodically assess overall managerial and leadership skill. Because communication with the management team is an important component to successfully leading the Company, the evaluation tool elicits feedback from each named executive officer's direct reports, along with seventy-five percent of a larger group of "peer" management employees, as well as Board members. This tool is used as one factor in the Compensation Committee's assessment of base salary for named executive officers.

        Following discussions with the Chief Executive Officer and Watson Wyatt in February 2007, the Compensation Committee reviewed recommendations from the Chief Executive Officer concerning adjustments to base compensation for the Chief Executive Officer, Chief Financial Officer and General Counsel. The Compensation Committee determined that certain short-term salary adjustments were advisable with respect to the Chief Financial Officer and General Counsel, and that additional base salary adjustments were appropriate for the named executive officers going forward on an annual basis. Consequently, the Compensation Committee granted a $20,000 annual base salary increase to Messrs. Owen and Zimmerman, effective April 1, 2007, and in March 2008, the Compensation Committee increased the base salary for the named executive officers by 4%, effective April 1, 2008, to the following amounts: William A. Sanger—$947,232; Randel G. Owen—$410,727; Todd G. Zimmerman,—$382,875; Dighton C. Packard, M.D.—$288,961.

        The Compensation Committee's salary adjustment was also designed to allow the salaries which were set in 2007 after an extensive overview to keep pace with general inflationary and consumer price pressures without awarding a substantive raise for the named executive officers. Furthermore, following discussions with our compensation consultant in March of 2008, management recommended to the Compensation Committee, and the Compensation Committee determined that, annual base salary increases for all of the named executive officers at approximately 4% would maintain compensation around the median of the defined peer group and would satisfy the objectives of offsetting ordinary course inflationary and consumer price pressures. These salary increases were generally consistent with our general raise of 3-4% to non-executive management and did not reflect a full re-evaluation of named executive officers' salaries.

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        The employment agreements of the executive officers provide that each executive will be able to participate in a short-term incentive plan, under which payment is based upon performance targets to be established each year by the Board of Directors or the Compensation Committee.

        The Compensation Committee approved the Company performance targets and individual target bonuses for named executive officers for 2007 in February 2007. These targets were based on the Compensation Committee's requirement that the Company's 2007 Adjusted EBITDA achieve a specified percentage increase over the 2006 Adjusted EBITDA target before bonuses were awarded to the applicable named executive officers. We define Adjusted EBITDA consistently with the Adjusted EBITDA measure we use in our periodic filings with the SEC, which is net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other income, realized gain (loss) on investments, interest expense, and depreciation and amortization.

        The Compensation Committee's award of bonuses in March 2008 to our named executive officers for services rendered in 2007 was based on an incentive "pool" created by the difference between the Company's 2007 Adjusted EBITDA and the Company's 2006 Adjusted EBITDA. For each of Messrs. Sanger, Harvey, Owen and Zimmerman, the bonuses paid in 2008 for their respective services rendered in fiscal 2007 were determined by the following five-step process:

        In March 2008, the Compensation Committee determined that the threshold level of Adjusted EBITDA had been achieved for 2007. In 2007, based on $210.2 million of Adjusted EBITDA, which represented growth over 2006 Adjusted EBITDA of 21.0%, as adjusted for acquisitions completed in 2007, the pool generated for named executive officers, other than Dr. Packard, was $2.66 million. Cash awards to the named executive officers, which were paid in March 2008, were as follows:

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        The awards paid in March 2008 therefore reflect that the Company's 2007 financial results exceeded the Company's internal Adjusted EBITDA targets. Because the 2007 Adjusted EBITDA exceeded the targets, the bonus amounts for our named executive officers were higher than if the internal Adjusted EBITDA targets had been merely realized (rather than exceeded).

        The awards for services rendered in fiscal 2008 are expected to be based on the same process as outlined above. However, in determining the bonus structure for fiscal 2008, the Compensation Committee increased the minimum threshold before any bonus payment could be made under the plan to take into account the Company's anticipated level of Adjusted EBITDA growth in 2008, and it decreased the total incentive pool from 7.5% of the Adjusted EBITDA excess over the prior year to 6.2%, to reflect the resignation of Don S. Harvey from his officer positions with the Company. These targets are based on the review of market practice, looking at both total target cash compensation for the peer group, general incentive plan practice for a broad group of companies, and desired weighting of incentive plan payouts among the applicable executives.

        In addition, the Compensation Committee increased the individual target bonus percentages for each of Mr. Owen and Mr. Zimmerman from 55% to 70%. Notwithstanding the decrease in the total size of the pool available for cash bonuses, each of Messrs. Sanger, Owen and Zimmerman will have larger pro rata percentages of the pool due to Mr. Harvey's resignation and the resulting increases in Messrs. Owen's and Zimmerman's target bonus percentages. The increase in target percentages for Messrs. Owen and Zimmerman reflect an effort by the Compensation Committee to award those officers a larger portion of the pool available for named executive officers, which follows long-term recommendations made by the Compensation Committee upon review of market data in 2007. Dr. Packard participates in separate bonus plans, as described below.

        Under this structure, the performance measures are therefore not individualized for each named executive officer, but rather align the annual bonus compensation of our named executive officers as a group with the performance of the Company as a whole. There is no individualized performance review process for Messrs. Sanger, Owen and Zimmerman in granting bonus awards for services provided in the previous fiscal year; however, the Compensation Committee may consider individual performance in its discretion when determining bonus targets, including individual percentages, for any subsequent year. Because the bonuses are based on meeting Company financial targets and do not provide for upward or downward adjustment based on individual performance, there is no guarantee that any named executive officer will receive a bonus, and there is also no maximum predetermined aggregate dollar amount that a named executive officer can receive.

        Dr. Packard does not participate in the same bonus plan as the other named executive officers. Because of his position as the Company's Chief Medical Officer, Dr. Packard serves not only in a corporate capacity, but also in a clinical capacity, and is therefore not readily measurable solely as a corporate officer. Dr. Packard is paid an annual bonus in part pursuant to his compensation arrangement under the MEIP, and in part from his clinical and medical director duties with Baylor Health Care System in Dallas, Texas. Similar to the performance target structure of the bonus pool for the other named executive officers, participants in the MEIP, which is currently available to approximately 1,600 employees of EMSC, are eligible to receive a percentage of their target bonus if the Company has met a predetermined Adjusted EBITDA threshold established by the Compensation Committee, which is currently 93% for 2007; each participant's potential bonus is adjusted up or down on a sliding percentage scale depending on whether the Adjusted EBITDA target exceeds, meets or underperforms expectations, and whether certain other factors based on the employee's department

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targets and fulfillment of individual and strategic goals are accomplished. The Compensation Committee has set the MEIP targets for 2008 approximately commensurate with our earnings targets for 2008. One component of the MEIP is that Mr. Sanger, as the executive officer to whom Dr. Packard reports, sets target objectives for Dr. Packard, which are linked entirely to the Company's annual strategic plan; the Company's strategic plan sets annual operational goals for several of the executives subject to the MEIP. For 2007, MEIP awards were paid in cash in the fiscal year following the year in which performance was measured. Dr. Packard was paid a bonus of $147,259 in March 2008 for his 2007 performance pursuant to the MEIP. In addition, Dr. Packard's duties with Baylor Health Care System entitle Dr. Packard to $400,000 annually, 20% of any EBITDA operating profit in excess of the target EBITDA in his contract with the Baylor Health Care System, and a guaranteed fee of $133 per hour for patient treatment, all payable on a monthly basis.

        The Compensation Committee believes that Adjusted EBITDA is the appropriate measure for the performance goal to align the interests of management with the interests of our stockholders, in part because the Compensation Committee recognizes the prevalence of Adjusted EBITDA as a measure of the Company's financial performance among outside financial analysts and investors, and in part because it represents what we believe to be the best measure of our profitability. Our public earnings targets are also set in reference to Adjusted EBITDA in recognition of its widespread use in the financial community, both as a liquidity measure and as an indicator of performance.

        The 2007 Long-Term Incentive Plan, approved by our stockholders at our 2007 annual meeting, provides that various equity vehicles—stock options, restricted shares, restricted share units, stock appreciation rights, stock awards and performance shares—can be granted to our employees, including our named executive officers. The Compensation Committee currently intends to grant only stock options and restricted shares under the 2007 Long-Term Incentive Plan, but may award other forms of equity compensation in the future if it determines it is advisable to do so. In fiscal 2007, the Company granted only one equity award under the 2007 Long-Term Incentive Plan to our named executive officers. On June 14, 2007, the Board of Directors granted Mr. Zimmerman 20,000 restricted shares, which will vest in equal annual installments over the three-year period following the grant date. The Compensation Committee intended the grant to make Mr. Zimmerman's awards increasingly commensurate with our other named executive officers, all of whom, including Mr. Zimmerman, received equity option grants in connection with the acquisition of AMR and EmCare in 2005. In light of this objective and the Compensation Committee's consideration of the number of stock options already held by the named executive officers, the effect of dilution on our share value, and future impact on operating income and net income, we did not grant additional equity incentive awards to our other named executive officers in 2007.

        The Company provides officers and other employees with certain benefits to protect an employee and his or her immediate family in the event of illness, disability or death. Named executive officers are eligible for health and welfare benefits available to all eligible Company employees during active employment on the same terms and conditions, as well as basic life insurance and accidental death insurance coverage.

        The Company does not have a pension plan for employees or executives. EMSC does offer a tax-qualified 401(k) plan that, subject to IRS limits, allows executives and employees to contribute a portion of their cash compensation on a pre-tax basis to an account that is eligible to receive matching contributions from the Company of fifty cents for each dollar contributed by the employee, up to 6% of his or her salary per pay period.

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        In addition to the health and welfare benefits generally available to all salaried, full-time employees, EMSC also provides all named executive officers, except Dr. Packard, with an annual auto allowance of $14,400, and certain related operating and auto insurance expenses, all as further described in the footnotes to the Summary Compensation Table. In addition, EMSC provides Messrs. Sanger and Owen with supplemental life insurance beyond the level of coverage offered generally to employees. The auto expenses and supplemental life insurance were not granted by the Compensation Committee, but rather are pursuant to contractual negotiations between the Company and the named executive officers prior to our initial public offering.

Limits on Tax-Deductible Compensation

        The Compensation Committee has considered the potential impact of Section 162(m) of the Internal Revenue Code. Section 162(m) disallows tax deduction to any publicly-held corporation for individual compensation exceeding $1 million in any taxable year paid to the Chief Executive Officer or any of the four other most highly compensated executive officers, unless compensation is performance-based. The Compensation Committee believes that Section 162(m) will not reduce the tax deductions that would be available to us for executive compensation in 2007. The Compensation Committee's present intention is to qualify executive officers' compensation to the extent reasonable for deductibility under applicable tax laws. However, in order to meet its objectives of attracting, retaining and rewarding the executive talent necessary for the Company's success, the Compensation Committee may authorize non performance-based compensation in excess of $1 million, and recognizes that the loss of the tax deduction may be unavoidable under such circumstances.

        Nonqualified Deferred Compensation.    On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, and added Section 409A to the Internal Revenue Code, which changed the tax rules applicable to nonqualified deferred compensation arrangements. If an executive is entitled to nonqualified deferred compensation that is subject to Section 409A, and such arrangement does not comply with Section 409A, the executive will be taxed on the benefits when they vest (even if not distributed), and will be subject to an additional 20% federal income tax and interest. Final Treasury Regulations on Section 409A became effective on April 17, 2007, but the date as of which companies must comply generally with Section 409A was extended to December 31, 2008. The Company believes it is operating in good faith compliance with the statutory provisions which were effective January 1, 2005, and is in the process of reviewing whether any additional measures will be required prior to the December 31, 2008 deadline.

        Accounting for Stock-Based Compensation.    The Company records the expense of stock option awards over the period in which the options vest, consistent with the provisions of SFAS No. 123(R) Accounting for Stock-Based Compensation. The stock options are valued using the Black-Scholes valuation method on the date of grant. Prior to January 1, 2006, the Company recorded equity-based compensation in accordance with the provisions of SFAS No. 123 Accounting for Stock-Based Compensation.

Compensation Committee Report

        The Compensation Committee is responsible for overseeing our executive compensation programs. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussions, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2008 Annual Meeting of Stockholders and also be incorporated by reference in our Annual Report on Form 10-K for the fiscal year 2007.

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Respectfully submitted by the Compensation Committee

James T. Kelly, Chair
Michael C. Smith
Robert M. Le Blanc

        The foregoing Compensation Committee Report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in the Company's future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this Report by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Summary Compensation Table for Fiscal Years 2006 and 2007

        The following table sets forth the compensation of our chief executive officer, chief financial officer and the three other most highly compensated executive officers during fiscal years 2006 and 2007.

Name and Principal
Position
   Year
   Salary
($)
   Bonus
($)
   Stock
Awards
($)
   Option
Awards
($)(1)
   Non-Equity
Incentive
Plan
Compensation
($)
   Changes in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
   All Other
Compensation
($)
   Total
($)
(a)

   (b)

   (c)

   (d)

   (e)

   (f)

   (g)

   (h)

   (i)

   (j)
William A. Sanger
Chief Executive Officer		   2006
2007		   876,539
902,501		   1,106,731
1,400,894		   —

—		   403,039
403,039		   —
—		   —
—		   64,284
56,409		 (2)
(3)		 2,450,593
2,762,843
Randel G. Owen
Executive Vice President and Chief Financial Officer		   2006
2007		   360,837
386,131		   250,571
334,091		   —

—		   100,760
100,760		   —
—		   —
—		   25,983
26,310		 (4)
(5)		 738,151
847,292
Don S. Harvey(6)
President and Chief Operating Officer		   2006
2007		   505,866
530,742		   488,125
617,867		   —

—		   100,760
100,760		   —
—		   —
—		   32,852
31,252		 (7)
(8)		 1,127,603
1,280,621
Todd G. Zimmerman
Executive Vice President and General Counsel		   2006
2007		   328,813
359,587		   232,673
311,436		   —

132,967		   40,304
40,304		   —
—		   —
—		   19,440
23,136		 (9)
(10)		 621,230
867,430
Dighton C. Packard, M.D.
Chief Medical Officer(11)		   2006
2007		   269,175
275,317		   602,644
501,577		   —

—		   13,256
13,256		   —
—		   —
—		   8,883
7,227		   893,959
797,337
(1)
Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the compensation costs recognized by the Company in fiscal years 2007 and 2006 for option awards as determined pursuant to SFAS 123R. These compensation costs reflect option awards granted in 2005 for which compensation costs were recognized in the Company's 2007 and 2006 consolidated financial statements.

(2)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $5,029, (c) general term life and supplemental individual life insurance expenses of $40,137, and (d) $4,718 in auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Sanger's employment agreement.

(3)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $6,330, (c) general term life and supplemental individual life insurance expenses of $34,693, and (d) $987 in auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Sanger's employment agreement.

(4)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $5,029, (c) general term life and supplemental individual life insurance expenses of $4,955, and (d) $1,598 in auto maintenance and fuel expenses permitted pursuant to the terms of Mr. Owen's employment agreement.

(5)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $6,330, (c) general term life and supplemental individual life insurance expenses of $4,025, (d) $1,556 in auto maintenance and fuel expenses permitted

32

(6)
Don S. Harvey resigned from his position as President, Director and Chief Operating Officer of the Company effective January 7, 2008.

(7)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $5,029, and (c) general term life and supplemental individual life insurance expenses of $12,223 permitted pursuant to the terms of Mr. Harvey's employment agreement.

(8)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $6,330, (c) general term life and supplemental individual life insurance expenses of $7,281 permitted pursuant to the terms of Mr. Harvey's employment agreement, and (d) $3,241 in fuel reimbursement and car registration.

(9)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $5,029, and (c) insurance expenses of $519, as permitted pursuant to the terms of Mr. Zimmerman' employment agreement. In addition, Mr. Zimmerman received $692 in fuel reimbursements from the Company, and the auto allowance reflects an increase in his auto allowance from $600 per month to $1,200 per month effective in March 2006.

(10)
Includes (a) an annual auto allowance of $14,400, (b) Company 401(k) match of $6,330, and (c) insurance expenses of $796, as permitted pursuant to the terms of Mr. Zimmerman' employment agreement. In addition, Mr. Zimmerman received $1,610 in fuel reimbursements from the Company.

(11)
Dr. Packard received $275,317 in salary for services rendered in 2007 from EMSC. The remaining $501,577 in bonus derives from $354,318 from providing clinical services to entities contractually affiliated with EMSC in his capacity as a physician and medical director and $147,259 from our Management Exempt Incentive Plan.

        Substantially all of our salaried employees, including our named executive officers, are eligible to participate in our 401(k) savings plans. We maintain three defined contribution plans for eligible employees. Employees were allowed to contribute a maximum of 40% of their compensation up to a maximum of $15,500 in 2007. In general, we match the contribution up to a maximum of 3% on the first 6% of the employee's salary per year, depending on the plan.

        Prior to our acquisition of AMR and EmCare, our named executive officers participated in the Laidlaw International, Inc. U.S. Supplemental Executive Retirement Arrangement, or SERP. The benefit amount payable under the plan at age 65 is based upon an employee's final average earnings. The form of the benefit would be an annuity, guaranteed for five years. Based on the number of years of service and their respective salaries prior to the acquisition, the following are the total estimated accrued values of future benefits payable under the Laidlaw SERP to the named executive officers on retirement, calculated at August 31, 2004: Mr. Sanger—$169,532; Mr. Harvey—$69,782; Mr. Owen—$141,190; Dr. Packard—$169,030; and Mr. Zimmerman—$92,481. No additional benefits will accrue under the SERP.

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Outstanding Equity Awards at End of Fiscal Year 2007

        The following table sets forth information concerning the number of unexercised Company stock options, stock that has not vested and equity plan awards for each of the named executive officers as of December 31, 2007.

 
   Option Awards
   Stock Awards
Name
   Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   Option
Exercise
Price
($)
   Option
Expiration
Date(1)
   Number
of
Shares
or Units
of Stock
that
Have
Not
Vested
(#)
   Market
Value of
Shares
or Units
   Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
($)
   Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not
Vested
($)
(a)

   (b)

   (c)

   (d)

   (e)

   (f)

   (g)

   (h)

   (i)

   (j)
William A. Sanger   463,178   463,178   555,812 (2) 6.67   February 10, 2015   —   —   —   —
Randel G. Owen   92,636   92,636   185,270 (3) 6.67   February 10, 2015   —   —   —   —
Don S. Harvey   138,954   —   185,270 (3) 6.67   February 10, 2015   —   —   —   —
Todd G. Zimmerman   37,054   37,054   74,109 (3) 6.67   February 10, 2015   20,000 (4) 585,600   —   —
Dighton C. Packard, M.D.   12,188   12,188   24,364 (3) 6.67   February 10, 2015   —   —   —   —
(1)
The options may expire earlier, upon termination of employment or certain corporate events. If the employee's employment is terminated prior to February 10, 2015, his options will expire earlier as follows: (a) upon the termination of employment if the termination is for "cause", (b) 30 days after the termination of employment, or such other date as determined by the compensation committee, following termination by the employee for "good reason" or by us without "cause" or due to retirement, or (c) 90 days after termination of employment due to death or disability. Vesting of the options may accelerate, and all options will terminate if not exercised, upon (i) a sale of our equity (other than the sale as part of our initial public offering) whereby any person other than existing equity holders as of the grant date (February 10, 2005) acquire the voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets.

(2)
The options vest ratably on the first eight six-month anniversaries of February 10, 2005, the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. If Mr. Sanger is terminated, the options will vest as scheduled to the nearest six-month anniversary of the grant date.

(3)
The options vest ratably on the first four anniversaries of the grant date, which is February 10, 2005, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. In connection with the amendment to Mr. Harvey's employment agreement on January 7, 2008, the Company agreed to accelerate the portion of Mr. Harvey's time-vesting options that would otherwise have vested in February 2008 such that 138,954 options became immediately vested and Mr. Harvey forfeited the remainder of his time-vested options.

(4)
The grant of 20,000 restricted shares vest in equal annual installments on the first three anniversaries from the date of grant, June 14, 2007.

Option Exercises and Stock Vested

        None of our named executive officers exercised any stock options during fiscal 2007.

Pension Benefits

        We do not have any plan that provides for payments or other benefits at, following, or in connection with retirement for any of the named executive officers at this time.

Nonqualified Deferred Compensation

        We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

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Employment Agreements and Severance Arrangements

        We entered into employment agreements with Messrs. Sanger, Harvey, Owen and Zimmerman, each effective February 10, 2005, and with Dr. Packard effective April 19, 2005. Mr. Harvey's employment agreement was amended by a First Amendment to Employment Agreement, dated January 4, 2008 (Mr. Harvey's employment agreement, as so amended, is referred to herein as Mr. Harvey's "Amended Employment Agreement"), pursuant to which, effective January 7, 2008, Mr. Harvey resigned his positions as an officer and director of the Company. Mr. Sanger's employment agreement has a five-year term. The employment agreements of Mr. Owen, Mr. Zimmerman and Dr. Packard have a three-year, a two-year term and a one-year term, respectively, and renew automatically for successive one-year terms unless either party gives notice at least 90 days prior to the expiration of the then current term. Each executive has the right to terminate his agreement on 90 days' notice, in which event he will be subject to the non-compete provisions described below, provided he receives specified severance benefits as set forth below. The employment agreements include provisions for the payment of an annual base salary as well as the payment of a bonus based upon the achievement of performance criteria established by our board of directors or, in the case of Dr. Packard, our Chief Executive Officer. The annual base salary of Mr. Sanger is subject to annual review and adjustment after the second anniversary of the effectiveness of the agreement. The annual base salaries of Messrs. Owen and Zimmerman are subject to annual review and adjustment after the first anniversary of the effectiveness of the agreements. Dr. Packard's base salary is subject to a $100,000 increase if he reduces his clinical activities and increases the time he provides services to us.

        Mr. Harvey's Amended Employment Agreement provides that, effective January 7, 2008, Mr. Harvey resigned as President and Chief Operating Officer of EMSC and from all other positions he held as an officer and/or director of EMSC and any of its subsidiaries and affiliates, and assumed the position of Chief of Special Projects of EMSC. Mr. Harvey's employment as Chief of Special Projects will continue until February 15, 2010 unless earlier terminated in accordance with his Amended Employment Agreement. Mr. Harvey receives an annual salary of $512,000 and continues to receive standard health, disability and life insurance benefits in accordance with employee benefit plans and policies maintained by EMSC.

        Dr. Packard also has an employment agreement with a physician group contractually affiliated with EmCare. Please see "Certain Relationships and Related Party Transactions—Employment Agreements and Indemnification Agreement" for information about this agreement.

        If we terminate a named executive officer's employment (other than Mr. Harvey's) without cause or any of them resigns after a change of control for one of several specified reasons, we have agreed to continue the executive's base salary and provide his benefits for a period of 24 months from the date of termination for Messrs. Sanger and Owen, 18 months for Mr. Zimmerman, and 12 months for Dr. Packard. Mr. Harvey is not entitled to severance under such circumstances. These agreements contain non-competition and non-solicitation provisions pursuant to which the executive agrees not to compete with AMR or EmCare or solicit or recruit our employees for a period from the date of termination for 24 months in the case of Mr. Sanger, Mr. Harvey, Mr. Owen and Dr. Packard and 12 months in the case of Mr. Zimmerman.

        The annual base salary for each named executive officer has been increased 4.0% for 2008. The 2008 base salaries, which became effective on April 1, 2008, are as follows:

Executive
   Annual Base Salary
William A. Sanger   $947,232
Randel G. Owen   $410,727
Todd G. Zimmerman   $382,875
Dighton C. Packard, M.D.    $288,961

35

        Pursuant to their employment agreements, effective February 10, 2005, we granted options to purchase our class A common stock to each named executive officer. The option grant to each of these named executive officers was conditioned upon his investment in our equity in an amount as indicated in his respective employment agreement.

        Our executive employment agreements with Messrs. Sanger, Owen and Zimmerman include indemnification provisions. Under those agreements, we agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual's service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted. Under Delaware law, an officer or former officer may be indemnified, except to the extent any claim arises from conduct that was not in good faith or in a manner reasonably believed to be in, or not opposed to, our best interest or, with respect to any criminal action or proceedings, there was reasonable cause to believe such conduct was unlawful.

        During fiscal 2007, we did not engage in any transactions valued in excess of $120,000 with any of our executive officers, directors or holders of more than 5% of our outstanding voting securities, other than the transactions described herein in the section captioned "Certain Relationships and Related Party Transactions."

Potential Payments Upon Termination or Change-in-Control

        The information below describes and quantifies certain compensation that would become payable to our named executive officers under existing plans and their respective employment agreements if the named executive officer's employment had been terminated on December 31, 2007, given the named executive officer's compensation and service levels as of such date and, where applicable, based on the Company's closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company's 401(k) savings plans, disability benefits and accrued vacation benefits.

        Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the Company's stock price and the executive's age. None of the named executives were eligible to receive immediate retirement benefits as of December 31, 2007.

Name
   Severance
(Salary)
($)
   Severance
(Bonus)
($)(4)
   Acceleration of
Vesting of
Time-Based
Option Awards($)(1)
   Acceleration of
Vesting of
Performance-Based
Option Awards
($)(2)
   Acceleration of Vesting of Performance-Based Restricted Stock Awards
($)(3)
   Other
Benefits
  
William A. Sanger   1,821,608   1,400,894   6,283,455   16,755,909   —   61,772 (5)
Randel G. Owen   789,858   334,091   2,094,492   4,188,977   —   24,443 (5)
Don S. Harvey   1,071,226   —   —   4,188,977   —   29,246 (5)
Todd G. Zimmerman   555,222   311,436   837,798   1,675,582   585,600   15,440 (6)
Dighton Packard, M.D.    278,519   147,259   275,503   551,006   —   6,420 (7)
(1)
These numbers represent the value of the executive's unvested options governed by time-based measures that would have automatically vested upon a change in control or upon termination without cause at December 31, 2007. The value assumes exercise of all such shares at $29.28 (the closing price of our stock on the New York Stock Exchange on December 31, 2007, which was the last trading day of our fiscal year) minus the value of the same number of shares multiplied by the exercise price of $6.67.

(2)
These numbers represent the value of the executive's unvested options governed by performance-based measures that would have automatically vested upon a change in control in which Onex Partners LP realized a 15% internal rate of return at December 31, 2007. The value assumes exercise of all such shares at $29.28 (the closing price of our stock on the New York

36

(3)
This number represents the value of the executive's restricted stock governed by performance-based measures that would have automatically vested upon a change in control in which Onex Partners LP realized a 15% internal rate of return at December 31, 2007. The value assumes vesting at $29.28, the closing price of our stock on the New York Stock Exchange on December 31, 2007.

(4)
The executives are entitled to a pro rata percentage of their bonus at termination, where the numerator is the full number of months of the bonus period served and the denominator is 12. For purposes of this calculation, we have assumed that the executive was terminated at December 31, 2007, which was the end of the 2007 bonus period. This bonus payment could vary significantly in future years, as there is no minimum or maximum bonus set for the named executive officers.

(5)
Upon termination, the executive is entitled to medical, dental and group life insurance for a period of 24 months.

(6)
Upon termination, the executive is entitled to medical, dental and group life insurance for a period of 18 months.

(7)
Upon termination, the executive is entitled to medical and dental insurance for a period of 12 months.

Individual Termination/Change-in-Control Arrangements

        The following is a summary of the termination and change-in-control provisions of the employment agreements of our named executive officers during fiscal year 2007. Such provisions were not the result of a wealth accumulation analysis applied by the Company, but rather the result of negotiations with each such named executive officer:

        William A. Sanger.    Mr. Sanger may terminate his employment for any reason upon 90 days' written notice to the Company. The Company may waive such notice, in whole or in part, upon immediate payment to Mr. Sanger of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Sanger his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. The Company may terminate Mr. Sanger's employment for cause without notice or pay. If the Company terminates Mr. Sanger's employment without cause, it shall pay him his base salary of a period of 24 months following such termination and shall continue to provide him with medical, dental and term life insurance for such period (or an equivalent lump sum cash payment). Additionally, if the performance targets for that year have been met, Mr. Sanger will be entitled to a pro rata portion of his bonus, and all time-governed options owned by Mr. Sanger shall immediately vest and become exercisable. Mr. Sanger may terminate his employment under certain circumstances following a change in control of the company. Upon such termination, Mr. Sanger will be entitled to the same severance benefits as if he had been terminated by the Company without cause. Mr. Sanger has agreed that for the term of his employment and a period of 24 months thereafter, he will not engage in certain competitive activities with respect to the Company. Upon the occurrence of a liquidity event, half of Mr. Sanger's unvested options will become fully vested and exercisable, and in the event that Onex Partners LP realizes a 15% internal rate of return upon such event, all of the other options granted to Mr. Sanger pursuant to the Company's stock option plan will become fully vested and exercisable.

        Don S. Harvey.    Pursuant to Mr. Harvey's Amended Employment Agreement, effective January 7, 2008, Mr. Harvey resigned as President, Chief Operating Officer and Director of the Company, and assumed the title of Chief of Special Projects. Mr. Harvey may terminate his employment for any reason upon 90 days' written notice to the Company. The Company may waive such notice, in whole or in part, upon immediate payment to Mr. Harvey of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Harvey his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. The Company may terminate Mr. Harvey's employment for cause without notice or pay. Mr. Harvey has agreed that for the term of his employment and a period of 24 months thereafter, he will not engage in certain competitive activities with respect to the Company. Upon the occurrence of a liquidity event, half of Mr. Harvey's unvested options will become fully vested and exercisable, and in the event that Onex Partners LP realizes a 15% internal rate of return upon such event, all of the

37


options granted to Mr. Harvey pursuant to the Company's stock option plan will become fully vested and exercisable.

        Randel G. Owen.    The Company may terminate Mr. Owen's employment for cause upon payment by the Company to Mr. Owen of all salary earned by him up to the date of termination. Either party may terminate without cause by providing the other with 90 days' prior written notice. If termination is by Mr. Owen, the Company may waive such notice, in whole or in part, upon immediate payment to Mr. Owen of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Owen his base salary for a period of 24 months following such termination as consideration for his agreement not to compete for that period of time. If Mr. Owen is terminated by the Company without cause or if he chooses to terminate in the event of a material breach by the Company which continues for more than thirty days following notice to the Company of such breach, he will be entitled to receive all salary earned up to the date of termination and his base salary of a period of 24 months following such termination and the Company shall continue to provide him with medical, dental and term life insurance for such period. Additionally, if the performance targets for that year have been met, Mr. Owen will be entitled to a pro rata portion of his bonus. If Mr. Owen elects to terminate his employment following a change in control of the Company he will be entitled to the severance payments, medical, dental and term life insurance benefits described above. Upon the occurrence of a liquidity event, half of Mr. Owen's unvested options will become fully vested and exercisable, and in the event that Onex Partners LP realizes a 15% internal rate of return upon such event, all of the options granted to Mr. Owen pursuant to the Company's stock option plan will become fully vested and exercisable.

        Todd Zimmerman.    The Company may terminate Mr. Zimmerman's employment for cause upon payment by the Company to Mr. Zimmerman of all salary earned by him up to the date of termination. Either party may terminate without cause by providing the other with 90 days' prior written notice. If termination is by Mr. Zimmerman, the Company may waive such notice, in whole or in part, upon immediate payment to Mr. Zimmerman of his base salary for such portion of the notice period that is waived. Upon such termination, the Company may elect to pay Mr. Zimmerman his base salary for a period of 18 months following such termination as consideration for his agreement not to compete for that period of time. If Mr. Zimmerman is terminated by the Company without cause or if he chooses to terminate in the event of a material breach by the Company which continues for more than thirty days following notice to the Company of such breach, he will be entitled to receive all salary earned up to the date of termination and his base salary of a period of 18 months following such termination and the Company shall continue to provide him with medical, dental and term life insurance for such period. Additionally, if the performance targets for that year have been met, Mr. Zimmerman will be entitled to a pro rata portion of his bonus. If Mr. Zimmerman elects to terminate his employment following a change in control of the Company he will be entitled to the severance payments, medical, dental and term life insurance benefits described above. If Mr. Zimmerman does not receive severance benefits upon termination of his employment with the Company, his obligation not to engage in certain competitive activities shall only be for 12 months following termination. Upon the occurrence of a liquidity event, half of Mr. Zimmerman's unvested options will become fully vested and exercisable, and in the event that Onex Partners LP realizes a 15% internal rate of return upon such event, all of the options granted to Mr. Zimmerman pursuant to the Company's stock option plan will become fully vested and exercisable.

        Dighton Packard, M.D.    If Dr. Packard's employment is terminated by the Company for cause, the Company shall have no obligation to make any further payment or to provide any benefit to Dr. Packard, other than such payments and benefits which have accrued and not yet been paid on the date of termination. If Dr. Packard is terminated by the Company without cause upon 90 day's prior written notice, he shall be entitled to receive all salary earned up to the date of termination and his base salary of a period of 12 months following such termination plus a pro rata portion of his performance bonus and the Company shall continue to provide him with medical, dental and term life insurance for such period. Dr. Packard agrees that during the term of his employment and for a period of 24 months thereafter, he will not engage in certain competitive activities with the Company.

38


PROPOSAL 2

PROPOSAL TO APPROVE THE AMENDED AND RESTATED
2007 LONG-TERM INCENTIVE PLAN

        The Board of Directors recommends that stockholders approve the Company's Amended and Restated 2007 Long-Term Incentive Plan, or Amended and Restated LTIP. On May 15, 2007, the Company adopted the 2007 Long-Term Incentive Plan, the purposes of which are to provide long-term incentives, including equity-based incentives, to those persons with responsibility for the success and growth of the Company and its subsidiaries, to associate more closely the interests of such persons with those of the Company's stockholders and to assist the Company and its subsidiaries in recruiting, retaining and motivating a diverse and talented group of employees on a competitive basis.

        Currently, all employees of the Company and its domestic or international subsidiaries, including executive officers and officers of the Company, are eligible to receive different types of awards under the 2007 Long-Term Incentive Plan. We have historically granted equity-based incentives only to selected executives and management employees, of which there are currently approximately 100. In addition, PA Employees are currently eligible for "stock awards" under the 2007 Long-Term Incentive Plan. We estimate that approximately 1,400 PA Employees are eligible for stock awards under the 2007 Long-Term Incentive Plan. Awards may be made under the 2007 Long-Term Incentive Plan up until the day before the tenth anniversary of the effective date of the 2007 Long-Term Incentive Plan, or May 14, 2017.

Amended and Restated 2007 Long-Term Incentive Plan

        Our Compensation Committee approved the Amended and Restated LTIP on January 29, 2008. The Amended and Restated LTIP would permit independent contractors who provide a certain amount of clinical services for Professional Associations, or for the Company or the Company's subsidiaries, to be eligible for "stock awards" under the 2007 Long-Term Incentive Plan. The purpose of the amendments to the 2007 Long-Term Incentive Plan that are reflected in the Amended and Restated LTIP is to allow these "Independent Contractors" to be eligible to receive the same long-term incentives as PA Employees, while associating more closely the interests of such persons with those of the Company's stockholders. If the Amended and Restated LTIP is approved by the stockholders of the Company at the Annual Meeting on May 28, 2008, we estimate that approximately 400 Independent Contractors will be eligible for "stock awards" under the Amended and Restated LTIP.

        Pursuant to the authority granted under the 2007 Long-Term Incentive Plan, the Compensation Committee adopted a Stock Purchase Plan, or SPP, pursuant to which PA Employees and Independent Contractors may purchase shares of our class A common stock during designated offering periods, and under designated offering terms and conditions, established from time to time by our Compensation Committee. Independent Contractors were included in the SPP offering with the expectation that the Amended and Restated LTIP will be approved by the stockholders at the Annual Meeting. Class A common stock offered pursuant to the SPP is not purchased until the end of each offering period; the first offering period ends September 15, 2008. If the Amended and Restated LTIP is not approved by the stockholders, then immediately prior to the end of this offering period, we will terminate the offering solely with respect to the Independent Contractors.

        Other than to permit Independent Contractors to be eligible for stock awards, the 2007 Long-Term Incentive Plan is not changed by the Amended and Restated LTIP. The following is a summary of the key features of the Amended and Restated LTIP. The full text of the Amended and Restated LTIP is attached to this Proxy Statement as Annex A, and our summary is qualified by reference to the Amended and Restated LTIP itself.

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Types of Awards

        The Amended and Restated LTIP allows the Company to grant stock options (both incentive stock options and nonqualified stock options), restricted shares, restricted share units, stock awards, stock appreciation rights and performance shares. Unless otherwise authorized by the stockholders of the Company, the maximum aggregate number of shares of class A common stock available for issuance under the Amended and Restated LTIP (i) to employees will be 1,500,000 shares; provided that any grant of restricted shares will result in three shares of common stock no longer being available for the grant of options and (ii) 500,000 shares to PA Employees and Independent Contractors.

        Stock Options.    A stock option may be granted in the form of a nonqualified stock option or an incentive stock option. The option exercise price may not be less than the fair market value of a share of common stock on the date the option is granted. The Compensation Committee may establish the term of each stock option, but no stock option will be exercisable after ten years from the date of grant.

        Incentive Stock Options ("ISO").    An ISO is a stock option that may qualify for certain U.S. federal tax advantages. The aggregate fair market value of the shares of class A common stock with respect to which ISOs may become exercisable for the first time by any participant during any calendar year may not exceed $100,000 or such other amount as may subsequently be specified by the Internal Revenue Code and/or applicable regulations. If this limit is exceeded, any options on shares in excess of such limit will be treated as nonqualified stock options.

        Restricted Shares and Restricted Share Units, or RSUs.    A restricted share is an award of a share of class A common stock that may not be traded or sold until a predetermined date set by the Compensation Committee. An RSU is an award of an amount, payable in cash, or shares of class A common stock, or a combination thereof, as determined by the Compensation Committee, based on the value of a specified number of shares of class A common stock. The restrictions on such awards shall be determined by the Compensation Committee, and may include forfeiture conditions, restrictions based on the achievement of specific performance goals, time-based restrictions on vesting, transfer restrictions an/or restrictions under federal or state securities laws. Holders of RSUs will have no ownership interest in the shares of class A common stock to which such RSUs relate until and unless payment with respect to such RSUs is actually made in shares of class A common stock. Unless otherwise determined by the Compensation Committee, during the restriction period, holders of RSUs will have voting rights and will be credited with dividend equivalents in respect of such RSUs, which will be immediately converted to RSUs with an initial value equal to the amount of such dividend equivalents.

        Stock Awards.    Stock awards may be granted to eligible participants either alone or in combination with other awards made under the Amended and Restated LTIP. The Compensation Committee will determine the terms and conditions governing each stock award, including whether the award shall be made outright or whether the participant shall have to pay for such shares.

        Stock Appreciation Rights ("SAR").    A SAR is an award that entitles the recipient to receive the appreciation in value of a set number of shares of the Company's class A common stock over a set period of time. SARs may be granted (i) in connection and simultaneously with the grant of an option, (i) with respect to a previously granted option or (iii) independent of an option. The Compensation Committee may establish the term of each SAR, but no SAR will be exercisable after 10 years from the grant date.

        Performance Shares.    A performance share is an award of shares of class A common stock based on the achievement of certain performance goals set during a performance period. Performance shares may be issued to eligible participants either alone or in combination with other awards made under the

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Amended and Restated LTIP. The performance goals shall be determined by the Compensation Committee in its sole discretion. The performance measures to be used for performance shares may be based on one or more performance criteria, including: income measures (such as gross profit, operating income, earnings before or after taxes, net income and earnings per share); return measures (such as return on assets, investment, equity or sales); cash flow; costs; revenue measures; stock price (such as growth measures and total stockholder return) and individual performance. Notwithstanding the attainment of any performance goal, the Compensation Committee has the discretion to reduce any performance award payment.

Other Provisions of the Amended and Restated LTIP

        Administration of the Amended and Restated LTIP.    The Amended and Restated LTIP will continue to be administered by the Compensation Committee of the Board of Directors which shall continue to have the power to:

        The Compensation Committee shall act by a majority of its members.

        Agreements.    As a condition to any grant received under the Amended and Restated LTIP, each participant must execute and return any document required by the Compensation Committee, such as a stockholders' agreement, prior to the grant of any option or award under the Amended and Restated LTIP.

        Dilution and Other Adjustments.    In the event of a merger, reorganization, consolidation, recapitalization, stock dividend, stock split, combination, or exchange of shares or other change in corporate structure affecting any class of common stock, the Compensation Committee will make appropriate adjustments in the class and aggregate number of shares that may be delivered under the Amended and Restated LTIP, the individual award maximums, the class, number and exercise price of outstanding options, and the class and number of shares subject to any other awards granted under the Amended and Restated LTIP.

        No Loans.    No loans from the Company to participants will be permitted in connection with the Amended and Restated LTIP.

        Effective Date, Amendments and Termination.    The 2007 Long-Term Incentive Plan became effective on May 15, 2007, and terminates on the tenth anniversary of the effective date. If approved by the stockholders at the Annual Meeting, the Amended and Restated LTIP will become effective as of the date of such approval, or May 28, 2008, but the termination date of the plan will remain unchanged. No awards will be made under the Amended and Restated LTIP after May 14, 2017. If the Amended and Restated LTIP is not approved at the Annual Meeting, the 2007 Long-Term Incentive Plan will remain in full force and effect.

        The Compensation Committee may terminate or amend the Amended and Restated LTIP at any time, but no such amendment or termination may adversely affect awards granted prior to such termination or amendment, except to the extent necessary or appropriate to comply with applicable law or stock exchange rules and regulations. Unless the Company's stockholders have first approved the amendment, no amendment may (a) increase the maximum number of shares that may be delivered to any one individual, (b) extend the maximum period during which awards may be granted, (c) add to

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the types of awards that may be made, (d) change the performance measures pursuant to which performance shares are earned, (e) modify the requirements governing eligibility for participation in the Amended and Restated LTIP or (f) require stockholder approval pursuant to the Amended and Restated LTIP, applicable law, or the rules of the principal securities exchange on which the shares of class A common stock are traded in order to be effective.

        While the rights of the holder upon a change of control event will be specified in the award agreement for the individual holder, we currently expect that upon (i) a sale of the equity of EMSC in which any person acquires voting power to elect a majority of our board of directors other than existing equityholders owning equity interests of the surviving corporation in the same proportions as prior to the sale or (ii) a sale of all or substantially all of our assets, all unvested equity awards granted to each employee pursuant to the Amended and Restated LTIP will accelerate and will terminate if not exercised. As discussed in the section of this Proxy Statement entitled "Determination of 2007 Compensation of Named Executive Officers—Long-Term Incentives," our option vesting through grants awarded in 2007 are subject to a performance measure, which the Company does not expect to use starting in 2008.

        United States Income Tax Consequences.    Under the Internal Revenue Code of 1986, or the Code, as presently in effect, the following are, in general, the material federal income tax consequences of grants or awards under the Amended and Restated LTIP. The grant of a stock option will have no tax consequences to a participant or the Company. In general, when a participant exercises an incentive stock option, the participant will not recognize income, and the Company will not be entitled to a tax deduction. However, the excess of the acquired incentive stock option shares' fair market value on the exercise date over the exercise price will be included in the participant's income for purposes of the alternative minimum tax. When a participant disposes of shares acquired under an incentive stock option, the participant will have a capital gain or loss equal to the difference between the exercise price and the amount realized on disposition provided that applicable holding periods are met (i.e., one year following exercise and two years following grant). If the holding periods are not met, the option will be treated as a nonqualified stock option, with the consequences described below. In general, if a participant exercises an incentive stock option more than three months after terminating his or her employment with the Company or a subsidiary, the option will be treated for tax purposes as a nonqualified stock option, as described below.

        In general, upon exercising a nonqualified stock option, a participant will recognize ordinary income equal to the excess of the acquired shares' fair market value on the exercise date over the exercise price. The Company will be entitled to a tax deduction for the same amount for the same taxable year.

        With respect to other awards that are settled either in cash or in shares that are transferable or are not subject to a substantial risk of forfeiture, the participant will recognize ordinary income equal to the excess of (a) the cash or the fair market value of any shares received (determined as of the date of settlement) over (b) the amount, if any, paid by the participant. The Company generally will be entitled to a tax deduction in the same amount. If the shares are nontransferable and subject to forfeiture, the participant generally will not recognize income (and the Company will not become entitled to a tax deduction) until the shares are not subject to a substantial risk of forfeiture or are transferable, at which time the amount of income will be equal to the excess of (i) the fair market value of the shares on the date income is recognized over (ii) the amount, if any, paid for the shares. The Company generally will receive a corresponding tax deduction.

        When a participant sells any shares acquired under a nonqualified stock option or any other award other than an incentive stock option, the participant will recognize capital gain or loss equal to the difference between the amount realized on the disposition of the shares and the employee's basis in the

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shares. In general, the participant's basis in any such shares will be equal to the amount of ordinary income recognized in connection with the receipt of the shares plus any amount paid for them.

Long-Term Incentive Plan Benefits—Amended and Restated LTIP

        There are 1,500,000 shares of class A common stock of the Company reserved for issuance pursuant to awards to be granted under the 2007 Long-Term Incentive Plan (or, if approved at the Annual Meeting, the Amended and Restated LTIP) to eligible employees of the Company and its domestic or international subsidiaries, including named executive officers. It is not presently possible to determine the benefits or amounts that will be received under the 2007 Long-Term Incentive Plan (or, if approved, the Amended and Restated LTIP) by the named executive officers individually, current executive officers as a group, current directors as a group, or employees including current officers as a group, as such awards will be made at the sole discretion of the Compensation Committee and are not currently subject to a predetermined grant schedule or program.

        The Board of Directors recommends a vote "FOR" the approval of the Amended and Restated 2007 Long-Term Incentive Plan.

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PROPOSAL 3

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        On February 8, 2008, we engaged Ernst & Young LLP as the Company's independent registered public accounting firm to review our consolidated financial statements for the quarter ending March 31, 2008. Our Audit Committee authorized this appointment, and the appointment was ratified by our Board of Directors. Furthermore, after the date of this proxy statement, we expect to engage Ernst & Young LLP as the Company's independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2008, pending finalization of their audit fees for the year. We expect that representatives of Ernst & Young LLP will attend the Annual Meeting, with the opportunity to make a statement if they so desire, and will be available to answer appropriate questions.

        Although stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is not required by any applicable law or regulation, stockholder views are being solicited and will be considered by the Audit Committee and the Board of Directors when appointing an independent registered public accounting firm for fiscal 2009. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2008 will be ratified if a majority of the votes cast at the meeting vote "FOR" ratification.

        The Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2008.

Change in Independent Registered Public Accounting Firm

        PricewaterhouseCoopers LLP served as the Company's independent public accounting firm from the date we acquired the Company's subsidiaries, AMR and EmCare, from Laidlaw in February 2005 until March 27, 2006. On March 27, 2006, we dismissed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. Our Audit Committee authorized this dismissal, and the dismissal was ratified by our Board of Directors. We do not expect representatives of PricewaterhouseCoopers LLP to attend the Annual Meeting.

        The audit reports of PricewaterhouseCoopers LLP on the Company's consolidated financial statements as of and for the eleven months ended December 31, 2005 did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

        During the eleven months ended December 31, 2005 and in the subsequent interim period through March 27, 2006, there were no (1) disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PricewaterhouseCoopers LLP's satisfaction, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement in its report, or (2) except as described below, reportable events described under Item 304(a)(1)(v) of Regulation S-K.

        The Company described the following reportable event in its Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission, or SEC, on December 15, 2005:

        "As described in the notes to our combined financial statements included in this prospectus, we determined that, because of an error in our reserving methodology, our accounts receivable allowances were understated at various balance sheet dates prior to and including the periods presented in those

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financial statements." On August 2, 2005, we issued restated combined financial statements for the referenced periods.

        Our revised method of calculating our accounts receivable allowances, which includes comparisons of subsequent cash collections to net accounts receivable and subsequent write-offs to accounts receivable allowances, demonstrated a shortfall of accounts receivable allowances. Prior years' analyses of accounts receivable allowances did not include these comparisons and certain elements were misapplied. In addition, we have made other adjustments related to certain deferred rent and leasehold amortization matters, principally to straight-line this amortization, in accordance with generally accepted accounting principles.

        Controls over the application of accounting principles are within the scope of internal controls. Management has concluded that our internal controls were insufficient to provide reasonable assurance that our accounting for accounts receivable allowances and for deferred rent and leasehold amortization would be in accordance with GAAP.

        We corrected the deficiency in our internal controls over financial reporting for accounts receivable allowances by revising our method of calculating our accounts receivable allowances. The errors relating to improper lease accounting resulted from our incorrect interpretation of existing GAAP. To remediate this deficiency, the individuals responsible for our financial reporting were made aware of the requirements of GAAP and the SEC in this regard and we do not anticipate taking further steps to address this matter.

        On March 31, 2006, the Company engaged the services of Ernst & Young LLP as its new independent registered public accounting firm for its fiscal year ending December 31, 2006. The Company's Audit Committee authorized the engagement of Ernst & Young LLP. During the eleven months ended December 31, 2005, the five months ended January 31, 2005 and through March 27, 2006, the Company did not consult with Ernst & Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

        The following table sets forth the professional fees we paid to PricewaterhouseCoopers LLP and Ernst & Young LLP for professional services rendered for the fiscal year 2006 and 2007.

 
   PricewaterhouseCoopers LLP
(For engagement from
January to March 2006)
   Ernst & Young LLP (For
engagement from March 2006
to December 31, 2006)
   Ernst & Young LLP (For
engagement from January 1,
2007 to December 31, 2007)
Audit Fees   $ 877,759   $ 2,959,618   $ 2,605,826
Audit-Related Fees     27,350     165,300     68,135
Tax Fees     23,003     4,499     246,950
All Other Fees     58,342     —     2,671
Total Fees   $ 986,454   $ 3,129,417   $ 2,923,582

        The Audit Fees paid to PricewaterhouseCoopers LLP were for the following professional services rendered:

        The audit-related fees paid to PricewaterhouseCoopers LLP were for assurance and related services that were reasonably related to the performance of the audit or review of our financial

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statements that are not already reported as "Audit Fees", above, including fees relating to audits of certain subsidiaries with respect to contractual compliance purposes.

        The Audit Fees paid to Ernst & Young LLP were for the following professional services rendered:

        The audit-related fees paid to Ernst & Young LLP were for due diligence in connection with acquisitions. The tax fees paid to Ernst & Young LLP were for domestic tax advice and planning and assistance with tax audits and appeals.


AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

        The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

        The primary function of the Audit Committee is oversight of the Company's financial reporting process. The Audit Committee has the responsibility and authority described in the Emergency Medical Services Corporation Audit Committee Charter, which has been approved by the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The current Audit Committee charter can be found on the Company's website located at www.emsc.net under the heading "Corporate Governance."

        In the performance of its oversight function, the Audit Committee has separately reviewed and discussed the audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2007 with management and the independent auditors. The independent auditors referenced in this Audit Committee Report are Ernst & Young LLP, who were the Company's independent auditors for the fiscal year ended December 31, 2007.

        Management is responsible for the Company's internal controls and the financial reporting process. The independent registered public accounting firm, or the Independent Auditor, is responsible for performing an audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on (i) management's assessment of the effectiveness of internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting. The Audit Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed with the Company's management and Ernst & Young LLP, the Company's independent auditor, the audited financial statements of the

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Company and Management's Report on Internal Control over Financial Reporting contained in the Company's Annual Report to Stockholders for the year ended December 31, 2007.

        The Audit Committee has discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

        The Audit Committee has received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committee, as amended by the Independent Standards Board, and the Audit Committee has discussed with the independent auditors all factors that the Committee believes would impact that firm's independence.

        Based upon the Audit Committee's review and discussions reported above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the SEC, and the Board of Directors approved such inclusion.

Audit Committee

Michael L. Smith, Chair

Paul B. Iannini, M.D.

James T. Kelly

Pre-Approval Policies and Procedures

        In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee Charter provides that the Audit Committee of our Board of Directors has the sole authority and responsibility to pre-approve all audit services, audit-related tax services and other permitted services to be performed for the Company by its independent auditors and the related fees. Pursuant to its charter and in compliance with rules of the SEC and Public Company Accounting Oversight Board, or PCAOB, the Audit Committee has established a pre-approval policy and procedures that require the pre-approval of all services to be performed by the independent auditors. The independent auditors may be considered for other services not specifically approved as audit services or audit-related services and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent auditor. The Audit Committee has also delegated pre-approval to EMSC senior management for services with fees below $50,000; however, any services pre-approved by senior management must be reported to the full Audit Committee at its next meeting.

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ANNEX A

Please note that the amended portion has been highlighted in UNDERLINDED, BOLD AND CAPITALIZED font. Deletions are marked with (^).

EMERGENCY MEDICAL SERVICES CORPORATION
AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN

        The purposes of the Emergency Medical Services Corporation AMENDED AND RESTATED 2007 Long-Term Incentive Plan (the "Plan") are to provide long-term incentives to those persons with responsibility for the success and growth of Emergency Medical Services Corporation, a Delaware corporation (the "Company") and its subsidiaries, to associate more closely the interests of such persons with those of the Company's stockholders, to assist the Company and its subsidiaries in recruiting, retaining, and motivating a diverse and talented group of employees on a competitive basis. From and after the date hereof, the Plan shall be the sole plan or program by which equity is awarded to the Company's employees and no awards shall be made under any other plan or program now in existence, except the "Emergency Medical Services Corporation 2007 Employee Stock Purchase Plan."

ARTICLE I.
DEFINITIONS

For purposes of the Plan:

        1.1    "Award"    means a grant of Options, Restricted Shares, Restricted Share Units, Stock Awards, Performance Shares, or any or all of them.

        1.2    "Board"    means the Board of Directors of the Company.

        1.3    "Code"    means the Internal Revenue Code of 1986, as amended.

        1.4    "Committee"    means the Compensation Committee of the Board (or any successor committee). The Committee shall be appointed by the Board and shall consist of at least three independent, outside members of the Board unless otherwise permitted by the rules of the New York Stock Exchange or any other principal securities exchange on which the Common Stock is then listed. The members of the Committee, in the judgment of the Board, shall constitute (a) non-employee directors as defined in Rule 16b-3 of the Securities and Exchange Act of 1934 and any rules and regulations of the principal stock exchange on which Common Stock is listed or quoted and (b) outside directors as defined in the regulations under Section 162(m) of the Code.

        1.5    "Common Stock"    means the class A common stock, par value $0.01 per share, of the Company.

        1.6    "Company"    means Emergency Medical Services Corporation, and any successor entity.

        1.7    "Eligible Employees"    means Employees of the Company and its domestic or international subsidiaries (including executive officers and officers of the Company).

        1.8    "ELIGIBLE INDEPENDENT CONTRACTORS"    MEANS PHYSICIANS THAT PROVIDE CLINICAL SERVICES AS INDEPENDENT CONTRACTORS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR TO ANY PROFESSIONAL ASSOCIATION OR PROFESSIONAL CORPORATION FOR WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES PROVIDES MANAGEMENT SERVICES PURSUANT TO A PHYSICIAN SERVICES AGREEMENT.

        1.9    "Eligible PA Employees"    means employees of any professional association or professional corporation for which the Company or any of its subsidiaries provides management services pursuant to a physician services agreement.

A-1

        1.10    "Employee"    means any employee (as defined in accordance with Section 3401 of the Code) of the Company or any subsidiary thereof.

        1.11    "Exercise Price"    means the purchase price per share of Common Stock covered by an Option.

        1.12    "Fair Market Value"    on any date means the closing of the Company's shares of Common Stock on the date immediately preceding the day on which an Award is granted pursuant to the Plan, as reported on the principal exchange on which shares of Common Stock are then trading or, if the Common Stock is not publicly traded at any time, the Fair Market Value of a share shall be determined by the Board or the Committee, as applicable, in its sole discretion.

        1.13    "Incentive Stock Option" or "ISO"    means an Option satisfying the requirements of Section 422 of the Code and designated by the Committee as an ISO.

        1.14    "Nonqualified Stock Option" or "NQSO"    means an Option that does not satisfy the requirements of Section 422 of the Code or that is not intended to be an ISO.

        1.15    "Option"    means the right to purchase shares of Common Stock at a specified price per share for a specified period of time.

        1.16    "Participant"    means an individual who has received an Award under the Plan.

        1.17    "Performance-Based Exception"    means the performance-based exception (set forth in Section 162(m)(4)(C) of the Code) from the deductibility limitation imposed by Section 162(m) of the Code.

        1.18    "Performance Goals"    means the goals established by the Committee in accordance with Article IX hereof.

        1.19    "Performance Measures"    means the criteria set forth in Article X hereof that may be used by the Committee as the basis for a Performance Goal.

        1.20    "Performance Period"    means the period established by the Committee for which the achievement of Performance Goals is assessed in order to determine whether and to what extent a Performance Share has been earned.

        1.21    "Performance Shares"    means an Award, described in Article X hereof, of shares of Common Stock based on the achievement of Performance Goals during a Performance Period.

        1.22    "Plan"    means the Emergency Medical Services Corporation 2007 Long-Term Incentive Plan, as set forth herein and as amended from time to time.

        1.23    "Restricted Shares"    means an Award of shares of Common Stock, described in Article VII hereof, which may not sold or otherwise transferred until the date that the restrictions on transferability imposed by the Committee with respect to such shares have lapsed or as otherwise determined by the Committee.

        1.24    "Restricted Share Units"    means an Award, described in Article VIII hereof, of an amount, payable in cash, shares of Common Stock, or a combination thereof, as determined by the Committee, based on the value of a specified number of shares of Common Stock.

        1.25    "SAR"    means a Stock Appreciation Right, as described in Article VII hereof.

        1.26    "Stock Award"    means an Award, described in Article IX hereof, of shares of Common Stock, which shall be subject to such terms, conditions, and restrictions (if any) as the Committee shall determine.

A-2

ARTICLE II.
ELIGIBILITY

        2.1    Participation.    Any Eligible Employee may be granted an Option or other Award hereunder, provided that only employees may be granted an Incentive Stock Option, unless otherwise permitted pursuant to Section 422 of the Code. Any Eligible PA Employee OR ELIGIBLE INDEPENDENT CONTRACTOR may be granted a Stock Award.


ARTICLE III.
PLAN ADMINISTRATION

        3.1    Duties and Powers of the Committee.    It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and any agreements pursuant to which Awards are made, and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Committee shall have the power, consistent with the terms of the Plan, to establish the terms and conditions of each Award under the Plan, including without limitation the effect of the termination of employment or service of a Participant under any circumstances. Awards under this Plan need not be the same with respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee, provided that the Committee may delegate the right to determine the extent of the Award to any Participant to any member of management it deems appropriate, in its discretion.

        3.2    Majority Rule.    The Committee shall act by a majority of its members in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee.

        3.3    Compensation; Professional Assistance; Good Faith Actions.    All expenses and liabilities which Committee members incur in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The members of Committee and the Board shall be entitled to rely on the information, opinions, reports or statements of any such persons as to matters which the member believes to be within such person's professional or expect competence. The Committee and the Board shall be entitled to rely on information, opinions, reports or statements prepared or presented by officers or employees of the Company whom the directors believe to be reliable and competent in the matters presented. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No members of the Board or Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards granted under the Plan, and all members of the Board or Committee shall be fully protected and indemnified by the Company in respect of any such action, determination or interpretation so long as they act in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

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ARTICLE IV.
SHARES SUBJECT TO THE PLAN

        4.1    Authorized Number of Shares.    Unless otherwise authorized by the Company's stockholders and subject to the terms and conditions of this Article IV and Article XII hereof, the maximum aggregate number of shares of Common Stock available for issuance under the Plan shall be (a) one million five hundred thousand (1,500,000) shares with respect to Awards to Eligible Employees, provided that any grant of Restricted Shares shall result in three (3) shares of Common Stock no longer being available for the grant of Options for each Restricted Share granted, plus (b) 500,000 shares with respect to Stock Awards to Eligible PA Employees AND ELIGIBLE INDEPENDENT CONTRACTORS. Any of the authorized shares of Common Stock may be used for any of the types of Awards described in the Plan.

        4.2    Share Counting.    The following rules shall apply in determining the number of shares of Common Stock remaining available for issuance under the Plan:

        4.3    Shares to be Delivered.    The source of shares of Common Stock to be delivered by the Company under the Plan shall be determined by the Committee and may consist in whole or in part of authorized but unissued shares, treasury shares, or shares acquired on the open market.

ARTICLE V.
AWARD LIMITATIONS

        Options may be granted, in the aggregate, to an Eligible Employee with respect to a maximum of 500,000 shares of Common Stock during a single Year. The maximum Award (excluding Options) that may be granted to any Eligible Employee for a Performance Period longer than one Fiscal Year shall not exceed the foregoing annual maximum multiplied by the number of full Fiscal Years in the Performance Period.

ARTICLE VI.
STOCK OPTIONS

        6.1    Grants.    Options may consist of ISOs or NQSOs, as the Committee shall determine.

        6.2    Option Terms.    

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        6.3    Manner of Exercise.

        6.4    Exercise Following Termination.    The Committee shall determine the extent, if any, to which an Option may be exercisable following a Participant's termination of employment under any circumstances, provided that such period shall be thirty (30) days following termination of employment for any reason except cause, provided further that the Committee shall be entitled to extend such period, in its sole discretion.

ARTICLE VII.
STOCK APPRECIATION RIGHTS

        7.1    Grant of Stock Appreciation Rights.    The Committee may grant a Stock Appreciation Right to an Eligible Employee (a) in connection and simultaneously with the grant of an Option, (b) with respect to a previously granted Option, or (c) independent of an Option. A SAR shall be subject to

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such terms and conditions not inconsistent with this Plan as the Committee shall impose, and shall be evidenced by a written Stock Appreciation Right Agreement, which shall be executed by the Grantee and an authorized officer of the Company. The Committee, in its discretion, may determine whether a SAR is to qualify as performance-based compensation as described in Section 162(m) of the Code, and Stock Appreciation Right Agreements evidencing SARs intended to so qualify shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Without limiting the generality of the preceding sentence, the Committee may, in its discretion and on such terms as it deems appropriate, require as a condition to the grant of a SAR that the Employee surrender for cancellation some or all of the unexercised Options, awards of Restricted Shares, SARs, or other rights which have been previously granted to him under this Plan or otherwise. A SAR, the grant of which is conditioned upon such surrender, may have an exercise price lower (or higher) than the exercise price of the surrendered Option or other award, may cover the same (or a lesser or greater) number or shares as such surrendered Option or other award, may contain such other terms as the Committee deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition of such surrendered Option or other award.

        7.2    Characteristics of Stock Appreciation Rights.    

        7.3    Exercise Following Termination of Employment.    Subject to the Committee's discretion, an Employee whose employment terminates while he or she is holding exercisable SARs shall be entitled to exercise such SARs for the same period as exercisable Options may be exercised pursuant to Article VI hereof (whether or not any such SARs were awarded in connection with any Option).

ARTICLE VIII.
RESTRICTED SHARES/RESTRICTED SHARE UNITS

        8.1    Awards.    The Committee may from time to time, in its sole discretion, award Eligible Employees Restricted Shares or Restricted Share Units, or both. The Committee may impose such terms, conditions, and/or restrictions on any Restricted Shares or Restricted Share Units granted, including: determining the purchase price, if any, for each Restricted Share or each Restricted Share Unit; forfeiture conditions; restrictions based upon the achievement of specific performance goals (as described in Article IX) hereof or otherwise); time-based restrictions on vesting; and/or restrictions

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under applicable federal or state securities laws. To the extent the Restricted Shares or Restricted Share Units are intended to be deductible under Section 162(m) of the Code, the applicable restrictions shall be based on the achievement of Performance Goals over a Performance Period.

ARTICLE IX.
STOCK AWARDS

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ARTICLE X.
PERFORMANCE SHARES

        10.1    Grants.    The Committee may grant Performance Shares to Eligible Employees either alone or in addition to other Awards made under the Plan.

        10.2    Performance Goals.    Performance Shares shall be conditioned on the achievement of Performance Goals (based on one or more Performance Measures, as determined by the Committee in its sole discretion) over a Performance Period.

        10.3    Performance Measures.    The Performance Measure(s) to be used for purposes of Performance Shares shall be determined by the Committee and may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a subsidiary, division, department, region, function or business unit of the Company, and may include, but not be limited to, one or more or any combination of the following criteria:

        The Performance Goals based on these Performance Measures may be expressed either in absolute terms or in relation to the performance of other entities.

        10.4    Negative Discretion.    Notwithstanding the achievement of any Performance Goal established under the Plan, the Committee has the discretion to reduce some or all of the Performance Shares that would otherwise be paid to a Participant.

        10.5    Extraordinary Events.    At any time (or from time to time) after an Award is granted, and to the extent permitted under Section 162(m) of the Code and the regulations thereunder without adversely affecting the treatment of the Award under the Performance-Based Exception, the Committee, in its sole discretion, may provide for the manner in which performance will be measured against the Performance Goals (or may adjust the Performance Goals) to reflect the impact of specific corporate transactions, accounting or tax law changes, and other extraordinary and nonrecurring events.

        10.6    Interpretation.    With respect to any Award that is intended to satisfy the conditions for the Performance-Based Exception under Section 162(m) of the Code: (a) the Committee shall interpret the Plan and this Article IX in light of Section 162(m) of the Code and the regulations thereunder; (b) the Committee shall have no discretion to amend the Award in any way that would adversely affect the treatment of the Award under Section 162(m) of the Code and the regulations thereunder; and (c) such Award shall not be paid until the Committee shall first have certified that the Performance Goals have been achieved.

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ARTICLE XI.
STOCKHOLDERS AGREEMENT

        11.1 As a condition to the grant of an Option or Award hereunder, each Participant shall execute and return any document required by the Committee, including but not limited to a stockholders agreement, and each Participant acknowledges that all Options and all Stock acquired by him or her pursuant to an Award, will be subject to the terms and conditions any such document or documents.

ARTICLE XII.
DILUTION AND OTHER ADJUSTMENTS

        In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, combination, or exchange of shares or other change in corporate structure affecting any class of Common Stock, the Committee shall make such adjustments in the class and aggregate number of shares that may be delivered under the Plan as described in Article IV hereof, the individual Award maximums under Article V hereof, the class, number, and Exercise Price of outstanding Options, and the class and number of shares subject to any other Awards granted under the Plan, as may be determined to be appropriate by the Committee, and any such adjustment may, in the sole discretion of the Committee, take the form of Awards covering more than one class of Common Stock. Such adjustment shall be conclusive and binding for all purposes of the Plan.

ARTICLE XIII.
MISCELLANEOUS PROVISIONS

        (a)   Rights as Stockholder.    Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Stock with respect to Awards hereunder, unless and until interests in, or certificates evidencing, shares of Common Stock are issued to the Participant.

        (b)   No Loans.    No loans from the Company or any of its subsidiaries to Participants shall be permitted in connection with the Plan.

        (c)   No Assignment or Transfer.    Except as expressly permitted by the Committee, no Award shall be transferred by the recipient otherwise than by will or by the laws of descent and distribution. During the lifetime of the recipient an Award, to the extent exercisable, shall be exercisable only by such recipient, by the recipient's legal representative or by a transferee permitted under the terms of the grant of the Award. Once awarded, the shares of Common Stock (other than Restricted Shares) received by Participants may be freely transferred, assigned, pledged, or otherwise subjected to lien, subject to the restrictions imposed by the Securities Act of 1933, Section 16 of the Securities Exchange Act of 1934, and the Company's Securities Trading Policy, as such policy may be amended from time to time.

        (d)   Withholding Taxes.    The Company shall have the right to deduct from all Awards paid in cash (and any other payment hereunder) any federal, state, local, or foreign taxes required by law to be withheld with respect to such Awards and, with respect to Awards paid in shares of Common Stock or upon the exercise of Options, to require the payment (through withholding from the Participant's salary or otherwise) of any such taxes. Subject to the approval of the Committee, with respect to any withholding required upon the exercise of Options, upon the lapse of restrictions on Restricted Shares, or upon any other taxable event arising as a result of Awards granted hereunder, a Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having a Fair Market Value on the date as of which the tax is to be determined equal to the minimum statutory withholding tax that could be imposed on the transaction. All such elections shall be irrevocable and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate.

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        (e)   No Rights to Awards.    Neither the Plan nor any action taken hereunder shall be construed as giving any person any right to be retained in the employ or service of the Company or any subsidiary, and the Plan shall not interfere with or limit in any way the right of the Company or any subsidiary to terminate any person's employment or service at any time. Except as set forth herein, no employee or other person shall have any claim or right to be granted an Award under the Plan. By accepting an Award, the Participant acknowledges and agrees that (i) the Award shall be exclusively governed by the terms and conditions of the Plan, and any award agreement governing such right, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except, to the extent that the terms of the Award so provide, for Awards already granted under the Plan), (ii) Awards are not a constituent part of salary and the Participant is not entitled, under the terms and conditions of employment, or by accepting or being granted Awards under the Plan to require Awards to be granted to him or her in the future under the Plan or any other plan, (iii) the value of Awards received under the Plan shall be excluded from the calculation of termination payments or other severance payments, and (iv) the Participant shall seek all necessary approval under, make all required notifications under, and comply with all laws, rules, and regulations applicable to the ownership of Options and shares of Common Stock and the exercise of Options, including currency and exchange laws, rules, and regulations.

        (f)    Beneficiary Designation.    To the extent allowed by the Committee, each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named on a contingent or successive basis) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Unless the Committee determines otherwise, each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and shall be effective only when filed by the Participant with the Company or its designee during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

        (g)   Costs and Expenses.    The cost and expenses of administering the Plan shall be borne by the Company and shall not be charged to any Award or to any Participant.

        (h)   Fractional Shares.    Fractional shares of Common Stock shall not be issued or transferred under an Award, but the Committee may direct that cash be paid in lieu of fractional shares or may round off fractional shares, in its discretion.

        (i)    Funding of Plan.    The Company shall not be required to establish or fund any special or separate account or to make any other segregation of assets to assure the payment of any Award under the Plan.

        (j)    Successors.    All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

        (k)   Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, any feminine term used herein shall include the masculine, and the plural shall include the singular and the singular shall include the plural.

        (l)    Severability.    If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

        (m)  Requirements of Law.    The granting of Awards and the issuance of shares of Common Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

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        (n)   Rules of Construction.    Whenever any provision of the Plan refers to any law, rule, or regulation, such provision shall be deemed to refer to the law, rule, or regulation currently in effect and, when and if such law, rule, or regulation is subsequently amended or replaced, to the amended or successor law, rule, or regulation. The term "including" shall be deemed to include the words "including without limitation."

ARTICLE XIV.
EFFECTIVE DATE, GOVERNING LAW, AMENDMENTS, AND TERMINATION

        (a)   Effective Date.    The Plan was approved by the (^) COMMITTEE on (^) JANUARY 29, 2008, subject to the approval of THE PLAN BY the Company's stockholders, and shall become effective on the date it is so approved.

        (b)   Amendments.    The Committee may at any time terminate or from time to time amend the Plan in whole or in part, but no such action shall adversely affect any rights or obligations with respect to any Awards granted prior to the date of such termination or amendment except to the extent that the Committee reasonably determines that such termination or amendment is necessary or appropriate to comply with applicable law (including the provisions of the Code (and the regulations thereunder) pertaining to the deferral of compensation) or the rules and regulations of any stock exchange on which Common Stock is listed or quoted. Notwithstanding the foregoing, unless the Company's stockholders shall have first approved the amendment, no amendment of the Plan shall be effective if the amendment would (i) increase the maximum number of shares of Common Stock that may be delivered under the Plan or to any one individual, (ii) extend the maximum period during which Awards may be granted under the Plan, (iii) add to the types of awards that may be made under the Plan, (iv) change the Performance Measures pursuant to which Performance Shares are earned, (v) modify the requirements as to eligibility for participation in the Plan, or (vi) require stockholder approval pursuant to the Plan, applicable law, or the rules of the principal securities exchange on which shares of Common Stock are traded in order to be effective.

        (c)   Governing Law.    All questions pertaining to the construction, interpretation, regulation, validity, and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles, except to the extent superseded by federal law.

        (d)   Termination.    No Awards shall be made under the Plan after (^) May 14, 2017.

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EMERGENCY MEDICAL SERVICES CORPORATION

6200 S. Syracuse Way, Suite 200

Greenwood Village, CO 80111

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned stockholder of EMERGENCY MEDICAL SERVICES CORPORATION, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 29, 2008, and hereby appoints each of Randel G. Owen and Todd G. Zimmerman, proxy and attorney-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2008 Annual Meeting of Stockholders of EMERGENCY MEDICAL SERVICES CORPORATION to be held on May 28, 2008 at 10:00 a.m., Mountain Daylight Time at The Inverness Hotel, Englewood, Colorado, and at any adjournment or postponement thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on this proxy card. These proxies are authorized to vote in their discretion upon such other business as may properly come before the 2008 Annual Meeting of Stockholders or any adjournment or postponement thereof.

ANNUAL MEETING OF STOCKHOLDERS OF

EMERGENCY MEDICAL SERVICES CORPORATION

May 28, 2008

10:00 a.m. (Mountain Daylight Time)

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 and 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE    o

1. Election of Directors:

        NOMINEE:

o
 
FOR NOMINEE
 
o
 
Michael L. Smith

o
 
WITHHOLD AUTHORITY FOR NOMINEE
 
 
 
 
 
 
    
   FOR

   AGAINST

   ABSTAIN
2.   Approval of the Amended and Restated 2007 Long-Term Incentive Plan   o   o   o

3.
 
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2008.
 
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o
 
o

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder  
  Date:  
  Signature of Stockholder  
  Date:  
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.