8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2007

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9221 East Via De Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 994-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 7, 2007, the Board of Directors adopted an amended and restated Management Incentive Plan (MIP) effective commencing fiscal 2008. The primary substantive change to the MIP is to delete language that provided for payment of a reduced MIP award upon achievement of 90% of quantitative financial goals. The amended and restated MIP provides that no MIP award will be payable unless 100% of the quantitative goal has been met.

The amended and restated MIP also clarifies that no MIP award shall be paid to corporate executives or regional group presidents for achievement of personal goals unless the corporate or regional financial goal is achieved. (With respect to participant goals, the amended and restated MIP continues to provide that (i) a portion (100% in the case of the CEO; 70% in the case of corporate executives; and 20% in the case of regional group presidents) of the MIP award is based upon achievement of budgeted consolidated net income from continuing operations; (ii) 50% of the MIP award for regional group presidents is based upon budgeted operating income from continuing operations of the applicable group; and (iii) the remaining 30% of the award (for participants other than the CEO) is based upon achievement of personal goals tailored to the responsibilities of the participant’s position.)

Potential MIP awards are adjusted ratably for achievement between 100% (formerly 90%) and 150% of the applicable budgeted target. No award is payable for performance below 100% (formerly 90%) of the applicable budgeted target, and awards are capped at achievement of 150% of the applicable budgeted target. Award opportunities vary from 80% to 125% of the participant’s base salary at the chief executive officer level; 50% to 75% of the participant’s base salary at the senior or executive vice president level; and 45% to 67.5% of the participant’s base salary at the group president, corporate vice president and managing director level.

The amended and restated MIP also provides that participants’ personal goals will be measured on a fiscal year basis (rather than a calendar year basis as previously provided). This revision brings the measurement period for personal goals into alignment with the measurement period for quantitative financial goals. Awards, if any, will be paid after audited results are available but no later than October 31.

The Board of Directors also approved participant goals (quantitative and personal) for fiscal 2008.

The Board of Directors further approved an amendment to the MIP for fiscal 2007 to align the measurement period for personal goals with the measurement period for quantitative financial goals (as described above with respect to the amended and restated MIP for fiscal 2008). If a participant has not completed a personal goal by June 30, 2007 which by the terms of the MIP was originally

scheduled to be completed by November 30, 2007, but has otherwise progressed satisfactorily toward achievement of the goal, the award based on the uncompleted personal goal will be reduced in proportion to the reduction of available time. Notwithstanding the foregoing, no award based upon achievement of a personal goal shall be paid unless the applicable quantitative financial goal has been achieved.

The above descriptions are qualified by reference to the plan documents, copies of which are attached as exhibits hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Management Incentive Program (effective commencing Fiscal 2008)
99.2	Amendment to Fiscal 2007 Management Incentive Program

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: June 12, 2007	By:	/s/ Jack Brucker
		Jack Brucker President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Management Incentive Program (effective commencing Fiscal 2008)
99.2	Amendment to Fiscal 2007 Management Incentive Program

EX-99.1

Exhibit 99.1

	Rural/Metro Management Incentive
	Program Summary

Effective July 1, 2007

Purpose of Plan

Rural/Metro’s Management Incentive Program (“MIP” or “Plan”) is an annual cash incentive plan for the key executive positions as designated below. The MIP is designed to promote, recognize, and financially reward exceptional performance. This is accomplished by:

• Establishing goals to encourage and influence superior performance and a high degree of accountability;

• Communicating to eligible employees the importance of performance excellence, of substantially exceeding budget expectations, and of achieving other objectives annually agreed to as “personal goals;” and

• Aligning executive accountability and corporate goals.

Administration

The Compensation Committee of the Board of Directors, under the leadership of the Chair, is responsible for the overall administration of the MIP. The Compensation Committee is, therefore, defined as the “Plan Administrator.”

The CEO and CFO serve as staff to the Plan Administrator to provide reports, make recommended design modifications, and ensure accuracy of reporting. The CEO and CFO shall not participate in deliberations by the Plan Administrator regarding their own awards.

The Plan Administrator resolves any disputes concerning the plan, including payout disputes. The Board of Directors makes the final decision on all recommendations made by the Plan Administrator.

Duration of the Plan

The MIP is measured in terms of hard and personal goal achievement aligned with the Company’s fiscal year (July 1 through June 30). The MIP renews automatically from fiscal year to fiscal year unless otherwise determined by the Board of Directors.

Eligibility

In addition to the other terms and conditions applicable to the Plan, each participant is subject to the eligibility requirements below during the applicable plan year and through the MIP payout date:

• The participant must continuously function in a position listed by the Plan Administrator as eligible for participation in the MIP during the applicable plan year. Such positions are generally a corporate executive (“Corporate Executive”) or group president (“Group President”) position.

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• The participant must not be functioning under any corrective action plan; and

• The participant must not terminate (or give notice to terminate) the participant’s employment with the Company.

Participants who are hired, transferred or promoted into or out of an eligible position or whose employment ends for any reason may, but need not be, considered for a prorated award based on the actual number of months worked.

In the case of a participant transferring from one eligible position to another eligible position, past performance may be considered in determining an award.

The terms and conditions of this Plan are subject to individual employment agreements to the extent provided therein.

MIP Goals

MIP awards are based upon two categories of goals for Corporate Executives and three categories of goals for Group Presidents, as follows:

• A “Corporate Hard Goal” (CHG), which is defined as Consolidated Budgeted Net Income from Continuing Operations as set forth in the annual budget approved by the Board of Directors, is applicable to each participant.

• Each Group President also has a “Regional Hard Goal” (RHG), which is defined as Budgeted Net Income from Continuing Operations for the Group President’s region as set forth in the annual budget approved by the Board of Directors.

• Each participant also develops, in cooperation with the participant’s supervisor, a set of “Personal Goals” (PGs) to be achieved during the MIP period. Personal goals are specific to regional or corporate directives with emphasis on accountability and personal development related to each individual participant.

For purposes of MIP award calculation, the above goals are weighted as follows:

• Corporate Executive: 70% CHG and 30% PGs.

• Group President: 20% CHG; 50% RHG; and 30% PGs.

These goals are documented on a “Plan Scoring Criteria Form” (Form). Each PG is weighted individually in the Form to reach the 30% total. Each participant’s Form is available for review and approval by the Plan Administrator by May 15th (or as soon thereafter as practicable) and sent to the Board of Directors by June 1st (or as soon thereafter as practicable) for final approval.

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Quantitative financial goals constitute confidential commercial or financial information that would result in competitive harm if disclosed, as may personal goals in appropriate cases.

MIP Awards

Step One: Determining whether the CHG has been achieved. Audited June 30th fiscal year-end financial statements generally available by September 15th are utilized to determine whether the CHG has been achieved.

If the Board determines that the CHG was not achieved, no award based on the CHG shall be made to any participant, and no award based on PGs shall be made to any Corporate Executive.

Step Two: Determining CHG award payout amounts. If the CHG is achieved or surpassed, the table below is used to identify the percentage of base salary to be used in computing the recommended CHG award for each participant level. As shown in the table below, incremental adjustment to the CHG award is made to recognize the actual percentage of the CHG that was achieved during the plan year.

Percentage of Goal Achieved		Percentage of CEO’s Base Salary		Percentage of Executive VP’s Base Salary		Percentage of Senior VP’s Base Salary		Percentage of Corporate VP’s Base Salary		Percentage of Group President’s Base Salary
100	%	80.00	%	50.00	%	50.00	%	45.00	%	45.00	%
125	%	100.00	%	62.50	%	62.50	%	56.25	%	56.25	%
150% or more		125.00	%	75.00	%	75.00	%	67.50	%	67.50	%

Step Three: Determining whether RHGs have been achieved (applicable to Group Presidents only). The Board of Directors determines (in a manner similar to the determination of CHG achievement as described above) whether the RHG for each Group President has been achieved.

If the Board determines that a Group President’s RHG was not achieved, no MIP award shall be made to the Group President based on the RHG, and no award based on PGs shall be made to such Group President.

Step Four: Determining RHG award payout amounts (applicable to Group Presidents only). If an RHG is achieved or surpassed, the table above is used to identify the percentage of base salary to be used in computing the Group President’s recommended RHG award. As shown in the table, incremental adjustment to the RHG award is made to recognize the actual percentage of the RHG that was achieved during the plan year.

Step Five: Determining whether PGs have been achieved. The Board of Directors determines whether individual PGs have been achieved based on the parameters set forth in the Form. Further, as stated above, (i) no Corporate Executive is eligible for a PG award unless the CHG has been achieved; and (ii) a Group President is not eligible for a PG award unless such Group President’s RHG has been achieved.

Step Six: Determining PG award payout amounts. As noted above, a participant’s PGs are assigned a specific weight on the participant’s Form. If all PGs are met, the total 30% weighting for PGs is used in calculating the portion of the participant’s MIP award based upon PGs. If only some of the PGs are achieved, the total weighting for those achieved is used in the calculation. In the

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case of a Corporate Executive, the percentage of base salary used in calculating the Corporate Executive’s CHG award shall be used in calculating the Corporate Executive’s PG award. In the case of a Group President, the percentage of base salary used in calculating the Group President’s RHG award shall be used in calculating the Group President’s PG award.

The above steps are illustrated in Exhibit 1.

Set forth below is an example of an MIP calculation:

If the Company achieved 125% of the CHG in a plan year and the Group President achieved 150% of the RHG in a plan year, the Group President’s award would be calculated as follows: award of 45% X CHG of 125% X corporate allocation of 20% = 11.25%; plus, award of 45% X RHG of 150% X regional allocation of 50% = 33.75%; and assuming accomplishment of all personal goals, plus, award of 45% X RHG of 150% X personal allocation of 30% = 20.25%. These three calculations would be added bringing the total award to 65.25% of the Group President’s base salary.

Discretionary Nature of Plan

This Plan summary document does not establish enforceable employee rights, contractual or otherwise, and does not establish an employment relationship enforceable by the participant. The annual amounts, budgeted expectations, and personal goals require review and approval by the Board of Directors. Further, the MIP is discretionary and its provisions are subject to change or termination by the Board of Directors at any time without notice. In determining whether quantitative financial goals have been satisfied, the Board of Directors may adjust the audited results (upward or downward) for Board-approved actions during the plan year taken in the best long-term interest of the Company, for special or unusual accounting outcomes, or as otherwise deemed necessary to effectuate the intent of the Plan to motivate its participants to meet or exceed budgeted expectations. In addition, the Board of Directors in its discretion may award amounts greater or lesser than amounts determined as provided herein.

Payout Conditions

• A preliminary report is given to the Plan Administrator in August presenting the audited numbers for the hard goals and the summary of personal goals measured at June 30th. Any necessary updates on audited financial numbers that may impact hard goal achievements will be provided to the Plan Administrator during the September Compensation Committee meeting.

• It is the intention of this Plan that the Board of Directors will receive the appropriate information at the September Board Meeting to review and approve the awards and the awards would be paid as soon as possible after each September Board Meeting but in no case later than October 31st.

• Incentive awards are calculated using the participants’ annual base pay at June 30th of the measurement fiscal year.

• Incentive awards are subject to normal payroll withholding.

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Rural/Metro Corporation

Decision Tree for Individual MIP Awards

-Exhibit 1-

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EX-99.2

Exhibit 99.2

RURAL/METRO CORPORATION

Amendment to Management Incentive Program

Effective June 7, 2007

Effective as of the date set forth above, the Management Incentive Program (“MIP”) of Rural/Metro Corporation is amended as set forth below.

1. The following section is added to the MIP:

Transition Year

The Company’s MIP has historically been measured on a fiscal year basis for hard goal achievement and a calendar year, January 1st to November 30th, for soft goal achievement. Effective with Fiscal 2007 the MIP is aligned with Fiscal Year performance relative to both hard and soft goals.

Because hard goal achievement continues to be based on fiscal year performance, there shall be no change from previous years in the method of determining payouts based on hard goal achievement. Participants will be notified of the change in measuring period with respect to soft goal achievement. Where a participant has not completed a soft goal by June 30, 2007 which by the terms of the MIP was originally scheduled to be completed by November 30, 2007, but has otherwise progressed satisfactorily toward achievement of the goal, the award based on the uncompleted soft goal will be reduced in proportion to the reduction of available time.

2. The portion of the MIP headed “Payout Conditions” is deleted in its entirety and replaced with the following:

Payout Conditions

• A preliminary report is given to the Plan Administrator in August presenting the audited numbers for the hard goals and the summary of soft goals measured at June 30th. Any necessary updates on audited financial numbers that may impact hard goal achievements will be provided to the Plan Administrator during the September Compensation Committee meeting.

• It is the intention of this Plan that the Board of Directors will receive the appropriate information at the September Board Meeting to review and approve the awards and the awards would be paid as soon as possible after each September Board Meeting but in no case later than October 31^st.

• Incentive awards are calculated using the participants’ annual base pay at June 30th of the measurement fiscal year.

• Incentive awards are subject to normal payroll withholding.