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 9, 2010

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) 606-3886

Former name and former address, if changed since last report: Not applicable.

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.):

¨ 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 240.13.e-4(c))

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

On June 9, 2010, Rural/Metro Corporation (the “Company”) announced that M. Bryan Gibson, 43, was appointed Executive Vice President and Chief Operating Officer. The Company’s press release announcing Mr. Gibson’s appointment as EVP and COO is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Mr. Gibson has more than 20 years of experience in the ambulance and fire protection industry, having begun his career as a paramedic for the City of Memphis Fire Department. Mr. Gibson joined Rural/Metro in 1997 following the acquisition of his company, Priority EMS, as Division General Manager of the mid-South market.

Mr. Gibson was promoted in 1998 to Director of Business Development for the Company’s South Emergency Services segment. He served from 2001 to 2005 as Division General Manager for EMS operations in West Tennessee, Alabama and Northwest Florida, as well as the Company’s national specialty fire protection division. In 2005, he was promoted to Group President of the South segment, and in 2008, he was given additional responsibility as President of the Southwest segment. In April 2010, Mr. Gibson’s responsibilities were expanded to include oversight on an interim basis of all operating segments nationwide.

The Company entered into an Executive Employment Agreement and a Change of Control Agreement with Mr. Gibson, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K. Mr. Gibson’s initial term of employment is three years with automatic one-year renewals thereafter. Mr. Gibson will receive the following compensation: (i) annual base salary of $425,000; (ii) sign-on bonus in the amount of $100,000; (iii) participation in the Company’s Management Incentive Plan, with a targeted bonus equal to 70% of his annual base salary; and (iv) participation in Company’s 2008 Stock Incentive Plan.

Subject to Board approval and in connection with the next annual cycle of management awards granted by the Board in September 2010, Mr. Gibson will receive an equity grant pursuant to the 2008 Stock Incentive Plan with an aggregate target value equal to $275,000, which will be equally divided between Restricted Stock Units and Stock Appreciation Rights. Thereafter, Mr. Gibson shall be eligible to receive further equity grants under the Plan, and the target annual value of future grants is expected to be $275,000.

Mr. Gibson is entitled to certain payouts in the event his employment is terminated without cause, for good reason by Mr. Gibson or in the event of change in control. Mr. Gibson is subject to restrictive covenants during and following his employment, including non-competition and non-solicitation covenants which are applicable for 24 months following termination of employment. The foregoing summary of the terms of Mr. Gibson’s employment is qualified in its entirety by reference to the full text of the Executive Employment Agreement and the Change of Control Agreement, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Executive Employment Agreement by and between M. Bryan Gibson and Rural/Metro Corporation, dated June 9, 2010
10.2	Change of Control Agreement between M. Bryan Gibson and Rural/Metro Corporation, effective July 1, 2010
99.1	Press release of Rural/Metro Corporation dated June 9, 2010.

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.

Date: June 9, 2010	RURAL/METRO CORPORATION Registrant
	By:	/s/ Kristine B. Ponczak
	Name: Title:	Kristine B. Ponczak Senior VP and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Executive Employment Agreement by and between M. Bryan Gibson and Rural/Metro Corporation, dated June 9, 2010
10.2	Change of Control Agreement between M. Bryan Gibson and Rural/Metro Corporation, effective July 1, 2010
99.1	Press release of Rural/Metro Corporation dated June 9, 2010.

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of June 9, 2010, by and between
M. Bryan Gibson (“Executive”), an individual, and Rural/Metro Corporation, a Delaware corporation (the “Company”).

The Company desires to employ Executive on a full-time basis and the Executive desires to be so employed, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1. Employment; Duties and Responsibilities. The Company will employ Executive as its Executive Vice President (“EVP”) and Chief Operating Officer (“COO”), reporting to the Company’s Chief Executive Officer (“CEO”), and Executive accepts employment to serve in such capacity, all upon the terms and conditions set forth in this Agreement. Executive shall have such duties and responsibilities as are consistent with Executive’s position as EVP and COO, as determined by the CEO.. The Company reserves the right, in its sole discretion, to change or modify Executive’s position, title and duties during the term of this Agreement, subject to Executive’s rights under Section 9(c).

2. Term. Executive will commence his employment as EVP and COO of the Company under the terms of this Agreement starting on July 1, 2010 (the “Commencement Date”). Executive will be employed under this Agreement until June 30, 2013 (the “Initial Term”), unless Executive’s employment is terminated earlier pursuant to Section 8. Thereafter, the Agreement will automatically renew for additional periods of one year (“Renewal Term(s)”), unless on or before March 31, 2013 (or March 31 of any Renewal Term), either Executive or the Company notifies the other in writing that it wishes to terminate employment under this Agreement at the end of the term then in effect; provided, however, that for purposes of Section 9 of this Agreement, the Company’s decision to provide notice of non-renewal shall be treated as a termination without “Cause” (as defined below) pursuant to Section 8(d) herein. The Initial Term and any Renewal Terms shall be collectively referred to herein as the “Term.”

3. Sign-on Bonus. Executive will receive a one-time sign-on bonus in the amount of $100,000, payable in a lump sum upon the Company’s first payroll date following the Commencement Date (provided that Executive has not given notice of termination of employment or received notice of termination for Cause (as defined in Executive’s current employment agreement) prior to the Commencement Date).

4. Location. The location of Executive’s principal place of employment shall be in the Company’s principal executive offices in Scottsdale, Arizona; provided, however, that Executive shall travel and perform services outside of this area as reasonably required for the proper performance of Executive’s duties under this Agreement. Executive hereby agrees that he will relocate with his family from his current residence to the Scottsdale, Arizona metropolitan area no later than September 30, 2010.

5. Base Salary. The Company will pay Executive a base salary (“Base Salary”) at the annual rate of $425,000 per year. The Base Salary will be payable in accordance with the payroll practices of the Company in effect from time to time, but no less than monthly. Executive’s Base Salary will be reviewed at least annually in accordance with the Company’s executive compensation review policies and practices.

6. Incentive Compensation.

(a) Bonus. Executive shall be eligible to earn annual incentive compensation based on the achievement of certain goals and performance criteria established by the Board of Directors of the Company (the “Board”), pursuant to the Company’s Management Incentive Plan as in effect from time to time or any successor incentive compensation program maintained by the Company from time to time (the “MIP”). The Company agrees that Executive’s target bonus under the MIP for fiscal 2011 will be 70% of the Base Salary, with a maximum payout of 90%. Notwithstanding anything herein to the contrary, Executive acknowledges the discretionary nature of the MIP.

(b) Equity Incentive.

(1) Initial Grant. Subject to Board approval as required pursuant to the terms and conditions of the Company’s 2008 Incentive Stock Plan (the “Plan”), Executive will receive an equity grant in the annual cycle of key employee grants scheduled to be made in September 2010. The equity grant, which shall be made pursuant to and governed by the terms and conditions of the Plan, shall have an aggregate target value equal to $275,000, which grant value shall be equally divided between Restricted Stock Units (“RSUs”) and Stock Appreciation Rights (“SARs”). The number of RSUs and SARs shall be determined according to the Company’s customary practice for valuing equity grants.

(2) Subsequent Participation. The target annual value of subsequent grants is currently expected to be $275,000; but the awarding of future grants, their values, and their vesting conditions are subject to Board approval.

7. Executive Benefits.

(a) Fringe Benefits; Vacation. The Company will provide Executive with such fringe benefits and other executive benefits on the same terms and conditions as generally applicable to senior management from time to time (e.g., health and long-term disability insurance, etc.); provided, however, that nothing herein shall preclude the Company from amending or terminating any employee or general executive benefit plans or programs in a manner generally applicable to all of the Company’s senior executives. Executive is entitled to paid vacation during each calendar year, with the amount and scheduling of such vacation to continue to be determined in accordance with the Company’s vacation policies as in effect from time to time. If Executive does not take the full vacation available in any year, the unused vacation may not be carried over to the next calendar year, and Executive will not be compensated for it.

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(b) Reimbursement of Expenses. Executive shall be entitled to reimbursement for reasonable business expenses incurred in the performance of his duties hereunder and in accordance with the Company’s expense reimbursement policies as they exist from time to time or as otherwise approved by the Board.

(c) Relocation Benefits. Executive will be entitled to relocation benefits in accordance with “Level One” as set forth in the Company’s relocation policy (the “Relocation Policy”); provided, however, notwithstanding the Relocation Policy, the Company will provide Executive, or reimburse Executive for expenses reasonably incurred in connection with, as the case may be, (i) packing, shipping, temporary storage and transportations of household goods, (ii) shipping of personal vehicles, (iii) one-way airfare for Executive, his spouse and children to Scottsdale, AZ, (iv) temporary housing from July 1 through August 31, 2010, (v) airfare and lodging for two house-hunting trips for Executive, his spouse and children, and (vi) an additional payment equal to one month’s Base Salary to defray incidental expenses incurred. Other exceptions to the Relocation Policy will be reviewed by the Compensation Committee of the Board. In addition, the Company shall provide a guaranteed buyout program for Executive’s residence through Cartus Relocation Services by entering into the Relocation Management Agreement in substantially the form attached hereto as Exhibit A.

8. Termination. Executive’s employment under this Agreement shall terminate:

(a) Resignation by Executive without Good Reason. Upon the date that is 30 days after Executive gives written notice to the Company stating that Executive is resigning from his employment with the Company for any reason other than “Good Reason” (as defined below) unless such notice period is waived by the Company in whole or in part (in which case such termination shall be effective as of the date of such waiver);

(b) Resignation by Executive with Good Reason. Upon the effective date (if any) of Executive’s resignation for “Good Reason” as determined pursuant to Section 8(g)(3);

(c) Termination by the Company for Cause. Immediately upon written notice by the Company to Executive for Cause;

(d) Termination by the Company without Cause. Upon the date that is 10 days after the Company gives written notice to Executive stating that Executive’s employment is being terminated without Cause;

(e) Death. Immediately upon the death of Executive; or

(f) Disability. Upon the date that is 10 days after the Company gives written notice to Executive stating that Executive’s employment is being terminated on account of Executive’s “Disability” (as defined below).

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(g) Definitions. For purposes of this Agreement:

(1) “Affiliate” means any subsidiary or parent of the Company that is: (i) a member of a “controlled group of corporations” (within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (“Code”) as modified by Section 415(h) of the Code) that includes the Company as a member of the group; and (ii) a member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code as modified by Section 415(h) of the Code) that includes the Company as a member of the group. In applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining the members of a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining the members of a group of trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

(2) “Cause” will exist if the Company determines that Executive (i) willfully or through gross negligence acted or failed to act in a manner that materially damages the Company, any Affiliate, its stockholders or the Company’s or any Affiliate’s financial condition or reputation or involves fraud; (ii) materially violated the Company’s published policies or codes, including but not limited to the Company’s ethics policies and codes as in effect from time to time if such violation has not been cured within 15 days after notice by the Company reasonably identifying such failure or breach; provided that no notice and cure opportunity need be provided if Executive had knowledge of the policy or code at the time of the violation and the violation is not reasonably curable as determined by the Board; (iii) impeded, interfered, or failed to reasonably cooperate with an investigation authorized by the Board or willfully failed to follow a legal and proper Board directive; (iv) misrepresented or concealed a material fact for purposes of securing employment with the Company or this Agreement; (v) abused alcohol and/or drugs in a manner that materially impacts his ability to successfully perform his duties under this Agreement; or (vi) willfully failed to perform duties or obligations under this Agreement or otherwise breached Executive’s duties or obligations under this Agreement, if such failure or breach has not been cured within 15 days after notice by the Company reasonably identifying such failure or breach; provided that no notice and cure opportunity need be provided if the failure or breach relates to any matter included in subparts (i), (iii), (iv) or (v) of this Section 8(g)(2) or is otherwise not reasonably curable as determined by the Board. Notwithstanding anything in this Section 8(g)(2) to the contrary, the failure of the Company or any Affiliate to achieve budgeted or projected financial or similar performance objectives shall not, in and of itself, be considered a breach of any obligation under this Agreement or to otherwise constitute “Cause” as defined herein.

(3) “Good Reason” means (i) any material diminution of Executive’s position, authority and duties under this Agreement; (ii) Executive is required to relocate to an employment location that is more than 50 miles from Executive’s current employment location (which the parties agree is the Company’s present Scottsdale headquarters); (iii) Executive’s Base Salary rate is reduced to a level that is less than the rate paid to Executive during the immediately prior calendar year, unless Executive has agreed to said reduction or unless the Company makes an across-the-board reduction that applies to all executives; or (iv) the Company materially breaches any of its obligations

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under this Agreement. Notwithstanding the above provisions, a condition shall not be considered “Good Reason” unless (i) Executive gives the Company written notice of such condition within 30 days after the material facts regarding such condition become known to Executive; (ii) the Company fails to cure such condition within 20 days after receiving Executive’s written notice; and (iii) Executive terminates his employment within 20 days after the expiration of the Company’s cure period.

(4) “Disability” shall be deemed to exist if Executive is unable, despite reasonable accommodation, to perform the essential functions of his current position due to physical or mental illness, injury or other medical condition for a period of not less than six (6) full months in any 12-month period.

(5) “Separation from Service” means, either (a) termination of Executive’s employment with Company and all Affiliates, or (b) a permanent reduction in the level of bona fide services Executive provides to Company and all Affiliates to an amount that is 20% or less of the average level of bona fide services Executive provided to Company in the immediately preceding 36 months, with the level of bona fide service calculated in accordance with Treasury Regulations Section 1.409A-1(h)(1)(ii). Solely for purposes of determining whether Executive has a “Separation from Service,” Executive’s employment relationship is treated as continuing while Executive is on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as Executive’s right to reemployment with Company or an Affiliate is provided either by statute or contract). If Executive’s period of leave exceeds six months and Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six-month period. Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United States Treasury Department pursuant to Section 409A of the Code.

(h) Leave of Absence. At the Company’s sole discretion, Executive may be placed on a paid administrative leave of absence for a reasonable period of time (not to exceed 30 days unless otherwise reasonably required to resolve matters under investigation) should the Board believe it necessary for any reason, including, but not limited to confirm that reasonable grounds exist for a termination for Cause, for example, pending the outcome of any internal or other investigation or any criminal charges. During this leave, the Company may bar Executive’s access to the Company’s or any Affiliate’s offices or facilities or may provide Executive with access subject to terms and conditions as the Company chooses to impose. The Company’s decision to place Executive on a paid leave of absence shall not constitute grounds for Executive to terminate his employment for Good Reason pursuant to Section 8(b) and receive any severance pursuant to Section 9(c).

9. Compensation in the Event of Termination.

(a) Cause or Resignation without Good Reason. If Executive’s employment terminates under Section 8(a) or 8(c), Executive shall receive (i) payment of any earned but unpaid Base Salary earned up to and including the date of termination; and (ii) reimbursement of any unreimbursed business expenses incurred up to and including the date of termination (together, the “Accrued Obligations”).

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(b) Death or Disability. If Executive’s employment terminates under Section 8(e) or 8(f), Executive, or Executive’s surviving spouse, if applicable, shall receive the Accrued Obligations and any vested benefits that Executive, or Executive’s estate, may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan.

(c) Without Cause or for Good Reason. If Executive’s employment terminates under Section 8(b) or 8(d), Executive shall receive (subject to all of the terms and conditions of this Agreement, including without limitation Section 9(d) and Section 19): (i) the Accrued Obligations; (ii) the continuation of Executive’s then Base Salary for 24 months, less lawfully required withholdings, paid in accordance with the Company’s generally-applicable payroll practices; (iii) payment of any incentive compensation or bonus pursuant to the MIP (less lawfully required withholdings, and payable at the time payments are made to MIP participants generally), which was earned in or payable with respect to performance during the plan year immediately prior to the plan year in which the termination occurs and which has not been paid as of the date of termination (so long as Executive (x) was employed through the final day of the plan year in which the incentive compensation or bonus was earned; and (y) had not given notice of termination without Good Reason or received notice of termination for Cause, in either case prior to the final day of the plan year); and (iv) a portion of the Executive’s COBRA coverage premiums for 24 months (or such shorter time if such coverage terminates under Section 4980B of the Internal Revenue Code), provided that Executive shall continue to pay the same amount toward the cost of such premiums as paid immediately prior to the last day of Executive’s active employment and shall comply with applicable election and eligibility requirements.

(d) Release Agreement. Notwithstanding anything to the contrary herein, no payment shall be made or benefit furnished under Section 9(c) unless Executive executes (and does not revoke) a legal release (“Release Agreement”), in the form and substance reasonably requested by the Company, in which Executive releases the Company, Affiliates, directors, officers, employees, agents and others affiliated with the Company from any and all claims arising through the date of the Release Agreement, including claims relating to Executive’s employment with the Company and the termination of Executive’s employment; provided, however, that Executive will not be required to release any claim under the Indemnity Agreement entered into between Executive and the Company. The Release Agreement must be executed and returned to the Company within the 21 or 45 day (as applicable) period described in the Release Agreement and it must not be revoked by Executive within the seven-day revocation period described in the Release Agreement.

(e) Compliance with Code Section 409A. Any payment under this Section 9 shall be subject to the provisions of this Section 9(e) (except for a payment pursuant to death under Section 9(b)). If Executive is a “Specified Employee” of the Company for purposes of Code Section 409A at the time of a payment event set forth in Sections 8(b), (d) or (f) and if no exception from Code Section 409A applies in whole or in part, then the severance or other payments pursuant to this Section 9 (or the portion of such payments with respect to which no exemption from Code Section 409A applies) shall be made to Executive by the Company on the

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first day of the seventh month following the date of the Executive’s Separation from Service (the “409A Payment Date”), should this Section 9(e) result in a delay of payments to Executive, the Company shall begin to make such payments as described in this Section 9, provided that any amounts that would have been payable earlier but for the application of this Section 9, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the rate of interest announced by the Company’s primary bank from time to time as its prime rate from the date that payments to you should have been made under this Agreement. The balance of such severance payments shall be payable in accordance with regular payroll timing in effect on the date of Executive’s Separation from Service and the COBRA premiums shall be paid monthly. For purposes of this provision, the term Specified Employee shall have the meaning set forth in Code Section 409A(a)(2)(B)(i), or any successor provision and the treasury regulations and rulings issued hereunder.

10. Confidentiality; Non-Disclosure; Ownership of Work.

(a) Confidentiality; Non-Disclosure. During the course of Executive’s employment, Executive will become exposed to a substantial amount of confidential and proprietary information of the Company and/or Affiliates, including, but not limited to, financial information, annual reports, audited and unaudited financial reports, operational budgets and strategies, methods of operation, customer lists, strategic plans, business plans, marketing plans and strategies, new business strategies, merger and acquisition strategies, management systems programs, computer systems, personnel and compensation information and payroll data, and other such reports, documents or information of the Company and/or Affiliates (collectively the “Confidential and Proprietary Information”). Due to Executive’s senior position with the Company and its Affiliates, Executive acknowledges that Executive regularly receives Confidential and Proprietary Information with respect to the Company and/or its Affiliates; for the avoidance of doubt, all such information is expressly included in the defined term “Confidential and Proprietary Information.” In the event Executive’s employment is terminated by either party for any reason, Executive promises that Executive will not, retain, take with Executive or make any copies of such Confidential and Proprietary Information in any form, format, or manner whatsoever (including paper, digital or other storage in any form) nor will Executive disclose the same in whole or in part to any person or entity, in any manner either directly or indirectly. Excluded from this Agreement is information that (i) is or becomes publicly known through no violation of this Agreement, (ii) is lawfully received by the Executive from any third party without restriction on disclosure or use, (iii) is required to be disclosed by law, or (iv) is expressly approved in writing by the Company for release or other use by the Executive. The provisions of this paragraph shall survive the termination of this Agreement.

(b) Ownership of Work, Materials and Documents. All records, reports, notes, compilations, software, programs, designs and/or other recorded or created matters, copies thereof or reproductions, in whatever media form and whether stored on devices owned by the Company or owned by Executive, relating to the Company’s and its Affiliates’ trade secrets, operations, activities, or business, made or received by Executive during any past, present or future employment with the Company and its Affiliates are and shall be works made for hire and are, or shall become the exclusive property of the Company. Immediately upon the Company’s request at any time during or following the term of this Agreement, Executive shall return to the Company any and all Confidential and Proprietary Information and any other property of the Company or any Affiliate then within Executive’s possession, custody and/or control. Failure to return this property, whether during the term of this Agreement or after its termination, shall be a breach of this Agreement. The provisions of this paragraph shall survive the termination of this Agreement.

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11. Covenant-Not-To-Compete.

(a) Interests to be Protected. The parties acknowledge that during the term of Executive’s employment, Executive will perform essential services for the Company and its Affiliates, employees and shareholders, and for municipalities and other persons or entities with which the Company or one or more of its Affiliates contracts or to or through which the Company or one or more of its Affiliates provides services (collectively, “clients”) of the Company. For purposes of this Section 11, reference to the Company shall include reference to the Company and its Affiliates. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with the Company’s clients on a first-hand basis, and Executive will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive will be exposed to, have access to, and be required to work with, a considerable amount of the Confidential and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of the Company have been trained by, and are valuable to the Company, and that if the Company must hire new personnel or retrain existing personnel to fill vacancies it will incur substantial expense in recruiting and training such personnel. The parties expressly recognize that should Executive compete with the Company in any manner whatsoever, it could seriously impair the goodwill and diminish the value of the Company’s business. The parties acknowledge that these covenants set forth throughout this Section 11 have an extended duration; however, they agree that these covenants are reasonable and necessary for the protection of the legitimate business interests of the Company. For these and other reasons, and the fact that there are many other employment opportunities available to Executive if Executive’s employment with the Company should terminate (including opportunities in industries or lines of business in which the Company does not participate), the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party has been given the opportunity to consult with legal counsel before entering into this Agreement.

(b) Devotion to Employment. Executive shall devote substantially all Executive’s business time and efforts to the performance of Executive’s duties on behalf of the Company. During Executive’s term of employment, Executive shall not at any time or place or to any extent whatsoever, either directly or indirectly, without the express written consent of the Company, engage in any outside employment, or in any activity competitive with or adverse to the Company’s business, practice or affairs, whether alone or as partner, manager, officer, director, employee, shareholder of any corporation or as a trustee, fiduciary, consultant or other representative. This is not intended to prohibit Executive from engaging in nonprofessional activities such as personal investments or conducting to a reasonable extent private business affairs which may include other boards of directors’ activity, as long as they do not conflict with the Company and, in the case of positions on boards of directors or similar bodies, receive the prior written approval of the Board. Participation to a reasonable extent in civic, social or community activities is encouraged. Notwithstanding anything herein to the contrary, any non-Company activities shall be conducted in compliance with the Company’s corporate governance policies and other policies and procedures as in effect from time to time.

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(c) Non-Solicitation of Clients. During the term of Executive’s employment with the Company and for a period, after the termination of employment with the Company, equal to two years (the “Non-Compete Period”), regardless of who initiates the termination and for whatever reason, Executive shall not directly or indirectly, for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, call upon, contact, encourage, handle, accept or solicit client(s) or prospective clients of the Company with whom (i) Executive worked as an employee of the Company at any time prior to termination, or at the time of termination; or (ii) about whom Executive possessed or had access to Confidential and Proprietary Information at any time prior to termination, or at the time of termination, for the purpose of soliciting, providing or selling such client(s) or prospective client(s) services that are the same, similar, or related to the services that the Company provides, or has prepared or offered to provide, to such client(s) or prospective client(s).

(d) Non-Solicitation of Employees. During the term of Executive’s employment with the Company and for the Non-Compete Period, regardless of who initiates the termination and for any reason, Executive shall not knowingly, directly or indirectly, for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, seek to hire any Company employees for the purpose of having such employee engage in services that are the same, similar or related to the services that such employee provided for the Company. For the purposes of this Section 11(d), “Company employee” shall mean any individual who (i) is employed by or who works as a contractor for the Company at any time during the 12-month period preceding the termination of this Agreement, or (ii) is employed by or who works as a contractor for the Company at any time during the Non-Compete Period.

(e) Competing Business. During the term of this Agreement and for the Non-Compete Period, Executive shall not, directly or indirectly, for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, engage in the same or similar business as the Company, which would be in competition with any Company line of business of the Company, in any geographical service area where the Company is engaged in business, or was considering engaging in business at any time prior to the termination or at the time of the termination of this Agreement. Without limiting the foregoing or any other aspect of this Covenant-not-to-Compete, Executive further specifically acknowledges and agrees that the limitations set forth in this Section 11(e) expressly preclude competitive activity of any nature in any geographical service area by Executive for or on behalf of American Medical Response (AMR) or any of AMR’s, Affiliates, successors or assigns. If the geographical service areas described above in this Section 11(e) should be found by a court to be unreasonable in scope, then the geographical service areas applicable herein shall be the geographical service areas in which Executive performed Executive’s duties pursuant to this Agreement. For the purposes of this provision, the term “competition” shall mean directly or indirectly engaging in or having a substantial interest in a business or operation which is, or will be, performing the same or similar services as those provided by the Company.

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(f) Extension of Period. Executive agrees that the Non-Compete Period referred to in Sections 11(c), (d) and (e) shall be extended for a period of time equal to the duration of any breach thereof by Executive.

(g) Judicial Amendment. If the scope of any provision of Sections 10 or 11 of this Agreement is found by a court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce Sections 10 or 11 of this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason, it shall not affect the validity of the remaining provisions of this Agreement.

(h) Injunctive Relief, Damages and Forfeiture. Due to the nature of Executive’s position with the Company, and with full realization that a violation of Sections 10 and 11 will cause immediate and irreparable injury and damage, which is not readily measurable, and to protect the Company’s interests, Executive understands and agrees that in addition to instituting arbitration proceedings to recover damages resulting from a breach of this Agreement, the Company may seek to enforce this Agreement with a court action for injunctive relief in any state or federal court of competent jurisdiction in Maricopa County, Arizona, to cease or prevent any actual or threatened violation of this Agreement on the part of Executive. In any action brought pursuant to this Section 11(h), the prevailing party shall be entitled to an award of attorney’s fees and costs.

(i) Survival. The provisions of this Section 11 shall survive the termination of this Agreement.

12. Cooperation; No Disparagement. During the Non-Compete Period, Executive agrees to provide reasonable assistance to the Company (including assistance with litigation matters), upon the Company’s request, concerning the Executive’s previous employment responsibilities and functions with the Company. Additionally, at all times after the Executive’s employment with the Company has terminated, Company and Executive agree to refrain from making any disparaging or derogatory remarks, statements and/or publications regarding the other, its employees or its services. In consideration for such cooperation, but only if the Executive is not receiving severance pursuant to Section 9, Company shall compensate Executive for the time Executive spends on such cooperative efforts (at an hourly rate based on Executive’s Base Salary during the year preceding the date of termination) and, whether or not Executive is receiving severance, Company shall reimburse Executive for his reasonable out-of-pocket expenses incurred in connection with such cooperative efforts.

13. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any applicable law, then such provision will be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification will make the provision legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.

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14. Assignment by Company. Nothing in this Agreement shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation or entity that assumes this Agreement and all obligations and undertakings hereunder. Upon such consolidation, merger or transfer of assets and assumption, the term “Company” as used herein shall mean such other corporation or entity, as appropriate, and this Agreement shall continue in full force and effect.

15. Entire Agreement. This Agreement and any agreements concerning equity compensation or other benefits, embody the complete agreement of the parties hereto with respect to the subject matter hereof and supersede any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof, including but not limited to the Term Sheet presented to Executive. This Agreement may be amended only in writing executed by the Company and Executive.

16. Governing Law; Exclusive Venue. Because the Company has its principal place of business located in Scottsdale, Arizona, and because it is mutually agreed that it is in the best interests of the Company and all of its employees that a uniform body of law consistently interpreted be applied to the employment agreements to which the Company is a party, this Agreement shall be deemed entered into by the Company and Executive in Scottsdale, Arizona. The law of the State of Arizona shall govern the interpretation and application of all of the provisions of this Agreement. The parties expressly agree to submit to the exclusive jurisdiction and exclusive venue of the courts in Maricopa County, Arizona in connection with any litigation which may be brought with respect to a dispute between the parties, regardless of where Executive resides or where the services required by this Agreement are performed. Executive irrevocably waives Executive’s right, if any, to have any disputes between Executive and the Company decided in any jurisdiction or venue other than a court in the State of Arizona.

17. Notice. Any notice required or permitted under this Agreement must be in writing and will be deemed to have been given when delivered personally or by overnight courier service or three days after being sent by mail, postage prepaid, at the address indicated below or to such changed address as such person may subsequently give such notice of:

if to the Company:	Rural/Metro Corporation
	9221 East Via de Ventura
	Scottsdale, Arizona 85258
	Attention: Michael P. DiMino
with a copy to:	Rural/Metro Corporation
	9221 East Via de Ventura
	Scottsdale, Arizona 85258
	Attention: Christopher Kevane
if to Executive:	M. Bryan Gibson
	10310 Carnegie Club Drive
	Collierville, Tennessee 38017

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18. Dispute Resolution. Any dispute, controversy, or claim, whether contractual or non-contractual, including without limitation any federal or state statutory claim, common law or tort claim, or claim for attorneys fees, between the parties hereto arising directly or indirectly out of or connected with this Agreement and/or the parties’ employment relationship, unless mutually settled by the parties hereto, shall be resolved by binding arbitration conducted pursuant to the Federal Arbitration Act and in accordance with the Employment Arbitration Rules of the American Arbitration Association (the “AAA”). The parties agree that before proceeding to arbitration that they will mediate their disputes before a mutually selected mediator. If the parties are unable to mutually select a mediator, then the parties shall jointly request that the AAA appoint a mediator. Any arbitration shall be conducted by an arbitrator mutually selected by the parties. If the parties are unable to mutually select an arbitrator, the parties shall jointly request that the AAA appoint an arbitrator. All such disputes, controversies or claims shall be conducted by a single arbitrator, unless the parties mutually agree that the arbitration shall be conducted by a panel of three arbitrators. The resolution of the dispute by the arbitrator(s) shall be final, binding, nonappealable, and fully enforceable by a court of competent jurisdiction under the Federal Arbitration Act. The arbitrator(s) may award damages to the prevailing party. The arbitration award shall be in writing and shall include a statement of the reasons for the award. The arbitration shall be held in the Phoenix/Scottsdale metropolitan area. The Company shall initially pay all AAA, mediation, and arbitrator’s fees and costs. The arbitrator(s) may award reasonable attorneys’ fees and/or costs to the prevailing party.

19. Withholding; Release; No Duplication of Benefits. All of Executive’s compensation under this Agreement will be subject to deduction and withholding authorized or required by applicable law. The Company’s obligation to make any post-termination payments hereunder (other than salary payments and expense reimbursements through a date of termination), shall be subject to receipt by the Company from Executive of a release consistent with Section 9(d) of this Agreement, and compliance by Executive with the covenants set forth in Sections 10 and 11 hereof. If there is any conflict between the provisions of the CIC Agreement and this Agreement, such conflict shall be resolved so as to provide the greater benefit to Executive. However, in order to avoid duplication of any monetary benefits, any payments or benefits due under Executive’s CIC Agreement or under any employee severance plan to the extent such a plan exists or is subsequently implemented by the Company, will be reduced by any payments or benefits provided hereunder.

20. Non-Waiver; Construction; Counterparts. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege conferred in this Agreement, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. This Agreement shall be construed fairly as to both parties and not in favor of or against either party, regardless of which party prepared the Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

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21. Successors and Assigns. This Agreement is solely for the benefit of the parties and their respective successors, assigns, heirs and legatees. Nothing herein shall be construed to provide any right to any other entity or individual.

22. Executive Representations. Executive hereby represents that he is not subject to any contract or other restriction that would prevent, or in any way interfere with, his accepting employment with the Company and performing any or all of Executive’s duties contemplated pursuant to this Agreement. Executive further acknowledges that the Company has directed him to not misappropriate any confidential information or trade secrets from any prior employer or third party for use in the performance of his duties with the Company.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

RURAL/METRO CORPORATION, a Delaware corporation
By:	/s/ Michael P. DiMino
	Michael P. DiMino
	President and Chief Executive Officer
EXECUTIVE: M. BRYAN GIBSON
/s/ M. Bryan Gibson

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EX-10.2

Exhibit 10.2

CHANGE OF CONTROL AGREEMENT

Effective July 1, 2010

M. Bryan Gibson

10310 Carnegie Club Drive

Collierville, TN 38017

Dear Bryan:

The Board of Directors (the “Board”) of Rural/Metro Corporation (“Rural/Metro”) believes that it is in the best interests of Rural/Metro and its shareholders to take appropriate steps to allay any concerns you (sometimes referred to herein as “Executive”) may have about your future employment opportunities with Rural/Metro. As a result, the Board has decided to offer to you the benefits described below.

1. Term of Agreement.

This agreement (“Agreement”) is effective on the date set forth above and will continue in effect as long as you are a senior executive officer of Rural/Metro, unless you and Rural/Metro agree in writing to its termination.

2. Severance Payment.

If your employment with Rural/Metro is terminated without “Cause” (as defined in Section 7) at any time within two years following a “Change of Control” (as defined in Section 5), you will receive the “Severance Payment” described below. You will also receive the Severance Payment if you terminate your employment for “Good Reason” (as defined in Section 6) at any time within two years following a Change of Control.

The Severance Payment equals the sum of (i) two times the higher of (x) your annual base salary on the date of termination of your employment, or (y) your annual base salary on the date preceding the Change of Control, and (ii) two times the higher of (x) your average annual incentive compensation paid pursuant to Rural/Metro’s Management Incentive Plan or any successor incentive compensation program maintained by Rural/Metro from time to time from time to time (the “MIP”) for the two years prior to termination of your employment or (y) your annual incentive compensation pursuant to the MIP for the two years preceding the year in which the Change of Control occurred. Notwithstanding the above, if any portion of the Severance Payment would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the amount of the Severance Payment shall be reduced to the maximum amount that could be paid to Executive without any portion of the Severance Payment or any other benefit to Executive under this Agreement constituting an “excess parachute payment”, but only if such reduction would provide a more favorable result in after tax benefit to the Executive (i.e., because the after tax proceeds to Executive of the reduced Severance Payment and other benefits under this Agreement would exceed the after tax proceeds to the Executive of the Severance Payment and other benefits under this Agreement in the absence of any reduction, taking into account any excess taxes that would be imposed on the Executive pursuant to Section 4999 of the Code with respect to any “excess parachute payments”).

The Severance Payment will be paid in one lump sum on the 60th day following termination of your employment; provided that you have signed the release (explained in more detail below) and the revocation period has expired and provided further if you are a “specified employee” (as defined in Code Section 409A) and the payment does not comply with any exception to Code Section 409A, the above payment will be paid to you in one lump sum on the first day of the seventh month following the date of your “Separation from Service” (as defined in the employment agreement between Rural/Metro and you effective July 1, 2010 (the “Employment Agreement”)) along with accrued interest at the rate of interest announced by Rural/Metro’s principal bank from time to time as its prime rate (the “Prime Rate”) from the date that payments to you should have been made under this Agreement.

You are not entitled to receive the Severance Payment if your employment is terminated for Cause, if you terminate your employment without Good Reason, or if your employment is terminated by reason of your “Disability” (as defined in Section 8(d)) or your death (unless death or Disability occurs after a “Notice of Termination” (as defined in Section 8)). In addition, you are not entitled to receive the Severance Payment if your employment is terminated by you or Rural/Metro for any or no reason more than two years after a Change of Control has occurred.

Notwithstanding anything in this Agreement to the contrary, in order to receive the Severance Payment described in this Section 2, you must execute (and not revoke) a legal release (“Release Agreement”), in the form and substance reasonably requested by Rural/Metro, in which you release Rural/Metro, its “Affiliates” (as defined in the Employment Agreement), directors, officers, employees, agents and others affiliated with Rural/Metro from any and all claims, including claims relating to your employment with Rural/Metro and the termination of your employment. Rural/Metro shall provide you with the Release Agreement within five days following your termination of employment (or “Separation from Service” if you are a “Specified Employee”). The Release Agreement must be executed and returned to Rural/Metro within the 21 or 45 day (as applicable) period described in the Release Agreement and you must not revoke it within the 7-day revocation period described in the Release Agreement.

The Severance Payment will be paid to you without regard to whether you look for or obtain alternative employment following termination of your employment with Rural/Metro.

3. Benefits Continuation.

If you are entitled to severance under Section 2, you will continue to receive life, disability, accident and group health insurance benefits substantially similar to those which you were receiving immediately prior to termination of your employment for a period of 24 months following termination of your employment. Such benefits shall be provided on substantially the same terms and conditions as they were provided prior to the Change of Control, provided that, if coverage for such benefits is not available under the plans of the Company, the Company shall pay you an amount in cash equal to the cost of your obtaining such alternative coverage. Such cash payout shall be made within 60 days of your termination of employment

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Benefits otherwise receivable pursuant to this Section also shall be reduced or eliminated if and to the extent that you receive comparable benefits from any other source (for example, another employer); provided, however, you shall have no obligation to seek, solicit or accept employment from another employer in order to receive such benefits.

4. Stock Appreciation Rights and Restricted Stock Units Acceleration.

If you are entitled to receive the Severance Payment under Section 2, any stock appreciation rights, restricted stock units and other equity-based awards granted to you shall accelerate and become vested without further action and, to the extent permitted under the plan’s governing documents, you shall have a period of one year from the date of termination (or, if shorter, the earlier of the original expiration of the exercise term or 10 years from the date of grant) to exercise stock appreciation rights or other awards with an exercise provision. In addition, all restrictions on awards granted shall lapse. The foregoing shall not limit the acceleration of vesting, if any, provided pursuant to any applicable plan or grant documents in respect of any equity award, and any conflict or inconsistency between the language of this Section 4 and any other such document shall be resolved so as to provide the greater benefit to you.

5. Change of Control Defined.

For purposes of this Agreement, the term “Change of Control” shall mean and include the following transactions or situations:

(a) The acquisition of beneficial ownership, directly or indirectly, of securities having 30% or more of the combined voting power of Rural/Metro’s then outstanding securities by any “Unrelated Person” or “Unrelated Persons” acting in concert with one another. For purposes of this Section, the term “Person” shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including a “group” as referred to in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”)). For purposes of this Section, the term “Unrelated Person” shall mean and include any Person other than Rural/Metro, a subsidiary of Rural/Metro or an employee benefit plan of Rural/Metro.

(b) A sale, transfer, or other disposition through a single transaction or a series of transactions of all or substantially all of the assets of Rural/Metro to an Unrelated Person or Unrelated Persons acting in concert with one another.

(c) Any consolidation or merger of Rural/Metro with or into an Unrelated Person, unless immediately after the consolidation or merger the holders of the common stock of Rural/Metro immediately prior to the consolidation or merger are the Beneficial Owners of securities of the surviving corporation representing at least 50% of the combined voting power of the surviving corporation’s then outstanding securities.

(d) A change during any period of two consecutive years of a majority of the members of the Board for any reason, unless the election, or the nomination for election by Rural/Metro’s shareholders, of each director was approved by the vote of a majority of the directors then still in office who were directors at the beginning of the period.

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6. Good Reason Defined.

For purposes of this Agreement, the term “Good Reason” shall be defined as (a) any circumstance constituting Good Reason as defined by reference to the Employment Agreement; (b) the failure of Rural/Metro to cause any successor to expressly assume and agree to perform this Agreement pursuant to Section 9 hereof; and (c) any purported termination by Rural/Metro of your employment that is not effected by a Notice of Termination pursuant to Section 8 below or for grounds not constituting Cause.

7. Cause Defined.

For purposes of this Agreement, the term “Cause” will be defined by reference to the Employment Agreement.

8. Termination Notice And Procedure.

Any termination by Rural/Metro or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by Rural/Metro and to Rural/Metro if such Notice of Termination is delivered by you, all in accordance with the following procedures:

(a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.

(b) Any Notice of Termination by Rural/Metro shall be in writing signed by the Chairman of the Compensation Committee (the “Committee”) of the Board specifying in detail the basis for such termination.

(c) If Rural/Metro shall furnish a Notice of Termination for Cause and you in good faith notify Rural/Metro that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at Rural/Metro’s option), during such dispute. If it is thereafter determined that (i) Cause did exist, your “Termination Date” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 15, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if Rural/Metro had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been given an opportunity to meet with the Board in advance of the Board’s vote on the matter; provided that, such determination of Cause shall be subject to the dispute resolution process described in Section 15.

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(d) If Rural/Metro shall furnish a Notice of Termination by reason of Disability and you in good faith notify Rural/Metro that a dispute exists concerning such termination within the 30-day period following your receipt of such notice, you may elect to continue your employment during such dispute (or you may be placed on paid administrative leave, at Rural/Metro’s option). The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by Rural/Metro, provided, however, that if you do not accept the opinion of the licensed physician selected by Rural/Metro, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if Rural/Metro does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Rural/Metro and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if Rural/Metro had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall mean that Executive is deemed unable to perform the essential functions of Executive’s position due to physical or mental illness, injury or other medical condition for a period of not less than six full months in any 12-month period.

(e) If you in good faith furnish a Notice of Termination for Good Reason and Rural/Metro notifies you that a dispute exists concerning the termination within the 30-day period following Rural/Metro’s receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at Rural/Metro’s option), during such dispute. If it is thereafter determined that (i) Good Reason did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 15, (B) the date of your death, or (C) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered the Notice of Termination; or (ii) Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. Rural/Metro shall be given an opportunity to cure the event causing Good Reason within the 15-day period following Executive’s Notice of Termination for Good Reason.

(f) If you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by Rural/Metro, Rural/Metro will be deemed to have terminated you other than by reason of Disability or with Cause.

9. Successors.

Rural/Metro will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Rural/Metro or any of its subsidiaries to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Rural/Metro or any subsidiary would be required to perform it if no such succession had taken place. Failure of Rural/Metro to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement by Rural/Metro. As used in this Agreement, “Rural/Metro” shall mean Rural/Metro, as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

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10. Binding Agreement.

This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

11. Notice.

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by overnight courier service or three days after being sent by mail, postage prepaid addressed as shown in the Employment Agreement, provided that all notices to Rural/Metro shall be directed to the attention of the Chairman of the Committee with a copy to the Secretary of Rural/Metro, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon receipt.

12. Miscellaneous.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Chairman of the Committee. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Arizona without regard to its conflicts of law principles. All references to sections of the law or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of Rural/Metro that arise prior to the expiration of this Agreement shall survive the expiration of the term of this Agreement.

13. Validity.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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14. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

15. Alternative Dispute Resolution.

All claims, disputes and other matters in question between the parties arising under this Agreement shall, unless otherwise provided herein (such as in Section 8), be resolved in accordance with the arbitration and mediation provisions included in your Employment Agreement.

16. Expenses and Interest.

If a good faith dispute shall arise with respect to the enforcement of your rights under this Agreement or if any arbitration or legal proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, the prevailing party shall recover any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and prejudgment interest on any money judgment obtained calculated at the Prime Rate from the date that payments were or should have been made under this Agreement.

17. Payment Obligations Absolute.

Rural/Metro’s obligation to pay you the compensation and to make the arrangements in accordance with the provisions herein shall be absolute and unconditional and shall not be affected by any circumstances. All amounts payable by Rural/Metro in accordance with this Agreement shall be paid without notice or demand. If Rural/Metro has paid you more than the amount to which you are entitled under this Agreement, Rural/Metro shall have the right to recover all or any part of such overpayment from you or from whomsoever has received such amount.

18. Effect on Employment Agreement.

This Agreement supplements, and does not replace, your Employment Agreement. If there is any conflict between the provisions of this Agreement and your Employment Agreement, such conflict shall be resolved so as to provide the greater benefit to you. However, Rural/Metro does not intend to provide duplicative payments, severance or benefits with any that may be provided pursuant to the Employment Agreement or under any employee severance plan to the extent such a plan exists or is subsequently implemented by Rural/Metro. As a result, benefits otherwise receivable pursuant to this Agreement shall be reduced or eliminated if and to the extent that you receive severance, benefits pursuant to the Employment Agreement, including, but not limited to, payments or benefits pursuant to Section 9 of the Employment Agreement, or pursuant to an employee severance plan; provided that, in no event shall this provision affect or negate the accelerated vesting of equity awards described in Section 4.

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19. Entire Agreement.

This Agreement, the Employment Agreement and any agreements concerning equity compensation or other benefits, set forth the entire agreement between you and Rural/Metro concerning the subject matter discussed in this Agreement and supersede all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether written or oral, by any officer, employee or representative of Rural/Metro. Any prior agreements or understandings with respect to the subject matter set forth in this Agreement are hereby terminated and canceled. References herein to the Employment Agreement (including the definition of various terms) shall mean the Employment Agreement as it may be amended from time to time; if no written Employment Agreement is in effect at the time of your termination of employment, any such defined term shall be given the meaning ascribed to it in the last written Employment Agreement that was in effect between you and Rural/Metro that included a definition of such term.

20. Deferral of Payments.

To the extent that any payment under this Agreement, when combined with all other payments received during the year that are subject to the limitations on deductibility under Code Section 162(m), exceeds the limitations on deductibility under Code Section 162(m), such payment will be delayed until the first year in which it is deductible.

21. Parties.

This Agreement is an agreement between you and Rural/Metro and all successors and assigns of Rural/Metro. In certain cases, though, obligations imposed upon Rural/Metro may be satisfied by a subsidiary of Rural/Metro. Any payment made or action taken by a subsidiary of Rural/Metro shall be considered to be a payment made or action taken by Rural/Metro for purposes of determining whether Rural/Metro has satisfied its obligations under this Agreement.

22. 409A Interpretation.

The parties intend for payments under this Agreement to be exempt from the requirements of Code Section 409A. Notwithstanding anything herein to the contrary, in the even that Executive is determined to be a specified employee within the meaning set forth in Code Section 409A(a)(2)(B)(i) or any successor provision and the Treasury Regulations issued thereunder, for purposes of any payment on termination of employment hereunder, payment(s) shall be made or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid the imposition of the additional tax under Code Section 409A.

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If you would like to participate in this special benefits program, please sign and return the extra copy of this letter which is enclosed.

Sincerely,
RURAL/METRO CORPORATION
By:	/s/ Michael P. DiMino
	Michael P. DiMino
	President and Chief Executive Officer

ACCEPTANCE

I hereby accept the offer to participate in this special benefits program and I agree to be bound by all of the provisions noted above.

M. BRYAN GIBSON

/s/ M. Bryan Gibson

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EX-99.1

Exhibit 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation
	(480) 606-3337
	Sharrifah Al-Salem, FD
	(415) 293-4414

BRYAN GIBSON PROMOTED TO EXECUTIVE VICE PRESIDENT &

CHIEF OPERATING OFFICER OF RURAL/METRO CORPORATION

SCOTTSDALE, Ariz. (June 9, 2010) – Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, announced today that Bryan Gibson, 43, has been promoted to the newly created position of Executive Vice President and Chief Operating Officer.

Michael DiMino, President and Chief Executive Officer, said, “We have created the role of Chief Operating Officer to achieve an even greater focus on business and strategic execution as we position Rural/Metro for the future. Bryan is a highly experienced industry operator with a proven record of success, and we are very pleased to promote him to this key executive role.”

As Chief Operating Officer, Mr. Gibson will focus on day-to-day regional operations, business development, and building a strong, customer-focused field organization while enhancing overall operating efficiencies. He will report directly to the President and Chief Executive Officer.

Mr. Gibson has more than 20 years of experience in the ambulance and fire protection industry, having begun his career as a paramedic for the Memphis Fire Department. Mr. Gibson joined Rural/Metro in 1997 following the acquisition of his company, Priority EMS, as Division General Manager of the mid-South market.

Mr. Gibson was promoted in 1998 to Director of Business Development for the Company’s South Emergency Services segment. He served from 2001 to 2005 as Division General Manager for EMS operations in West Tennessee, Alabama and Northwest Florida, as well as the Company’s national specialty fire protection division. In 2005, he was promoted to Group President of the South segment, and in 2008, he was given additional responsibility as President of the Southwest segment. In April 2010, Mr. Gibson’s responsibilities were expanded to include oversight on an interim basis of all operating segments nationwide.

“I look forward to focusing on the Company’s future expansion and growth strategies, as well as continuing to successfully leverage our presence in current markets,” Mr. Gibson said. “This is an exciting time for Rural/Metro, and I am proud to be a part of an exceptional senior executive team.”

About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 20 states and approximately 400 communities throughout the United States. For more information, visit the Company’s web site at www.ruralmetro.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

The foregoing reflects the Company’s views about its future financial condition, performance and other matters that constitute “forward-looking” statements as such term is defined by the federal securities laws. Many of these statements can be found by looking for words such as “believe,” “anticipate,” “expect,” “plan,” “intend,” “may,” “should,” “will likely result,” “continue,” “estimate,” “project,” “goals,” or similar words used herein in connection with any discussions of future operating or financial performance or business prospects. We may also make forward-looking statements in our earnings reports filed with the Securities and Exchange Commission, earnings calls and other investor communications. These forward-looking statements are subject to the safe harbor protection provided by federal securities laws. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, including those relating to the Company’s future business prospects, future growth plans and future operating results. In addition, the Company may face risks and uncertainties related to other factors that are listed in its periodic reports filed under the Securities Exchange Act. Although the Company believes the expectations reflected in its forward-looking statements are based upon reasonable assumptions, because the statements are subject to risks and uncertainties, the Company can give no assurance that its expectations will be attained or that actual developments and results will not materially differ from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

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