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) September 15, 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.

(a) Change of Control Agreements for Executive Officers. On September 15, 2010, the Board of Directors of Rural/Metro Corporation (the “Company”) approved a form of Change of Control Agreement (the “COC Agreement”) that provides severance benefits to executive officers of the Company with whom the Company enters into a COC Agreement (each an “Executive”).

The COC Agreement provides benefits upon the occurrence of both of two triggering events: (i) a Change of Control; and (ii) within two years after the Change of Control, the surviving entity or individuals in control terminate the Executive’s employment without Cause, or the Executive terminates his or her employment for Good Reason. Upon the occurrence of both triggers, but subject to the limitations set forth in the COC Agreement, the Executive will receive a sum equal to (i) two times the higher of (x) the Executive’s annual base salary on the date of his or her termination, or (y) the Executive’s annual base salary on the date preceding the Change of Control, and (ii) two times the higher of (x) the Executive’s 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 (the “MIP”) for the two years prior to termination of the Executive’s employment or (y) the Executive’s average annual incentive compensation pursuant to the MIP for the two years preceding the year in which the Change of Control occurred.

The agreement further provides that the Executive is entitled to receive certain benefits, including the acceleration of exercisability of stock appreciation rights, stock options and other equity-based awards, which the Executive must exercise within one year of the date of termination (or, if shorter, within 10 years from the date of grant). The Executive is also entitled to continue to receive life, disability, accident and group health insurance benefits for a period of 24 months following termination of the Executive’s employment. Health and other benefits received under the change of control agreement will be reduced or eliminated to the extent comparable benefits are received by the Executive from another source.

If any portion of the payments to which the Executive is entitled would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, then the amount of such payments shall be reduced to the maximum amount that could be paid to the Executive without any portion of such payments or any other benefit to the Executive under the COC Agreement constituting an “excess parachute payment”, but only if such reduction would provide a more favorable result in after tax benefit to the Executive.

In order to receive any payments under the COC Agreement, the Executive must sign a release agreement releasing the Company from any and all claims.

For purposes of the COC Agreement, “Good Reason” includes: (i) any circumstance constituting “Good Reason” under the Non-Compete Agreement (as defined below) between the Company and the Executive; (ii) the failure of the Company to cause any successor to expressly assume and agree to perform the COC Agreement; and (iii) any purported termination of the Executive by the Company that is not for “Cause”. For purposes of the COC Agreement, “Cause” is defined by reference to the Non-Compete Agreement between the Company and the Executive, the terms of which are described below. A “Change of Control” includes (i) the acquisition of beneficial ownership by certain persons, acting alone or in concert with others, of a majority of the combined voting power of the Company’s then-outstanding voting securities; (ii) the sale, transfer, or other disposition of all or substantially all of the Company’s assets to

certain persons; (iii) any consolidation or merger of the Company with or into certain persons, unless immediately after the consolidation or merger the holders of the common stock of the Company immediately prior to the consolidation or merger beneficially own at least 50% of the combined voting power of the surviving corporation’s then outstanding securities; or (iv) a change during any period of two consecutive years of a majority of the members of the Company’s Board of Directors for any reason, unless the election, or the nomination for election by the Company’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.

The Company intends to enter into a COC Agreement with each of the following executive officers: Christopher E. Kevane, Jeffrey D. Perry, Maureen E. Thompson, Donna Berlinski and Kevin Moore. A copy of the form of COC Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the COC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the COC Agreement.

(b) Severance, Confidentiality, Nonsolicitation and Noncompetition Agreements for Executive Officers. On September 15, 2010, the Board of Directors of the Company approved a form of Severance, Confidentiality, Nonsolicitation and Noncompetition Agreement (the “Non-Compete Agreement”) that sets forth the terms relating to the employment and severance of executive officers of the Company with whom the Company enters into a Non-Compete Agreement (each an “Executive”).

Pursuant to the terms of the Non-Compete Agreement, if the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive will receive (i) payment of any earned but unpaid salary earned up to and including the date of the termination; and (ii) reimbursement of any unreimbursed business expenses incurred up to and including the date of the termination. If the Executive’s employment terminates as a result of the Executive’s death or Disability, the Executive, or the Executive’s estate, if applicable, will also receive any vested benefits that the Executive, or the Executive’s estate, may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan.

In addition to the above, if the Executive’s employment is terminated by the Company without Cause of by the Executive for Good Reason, the Executive shall also receive: (i) the continuation of the Executive’s then current salary for 12 months after the date of termination of employment; (ii) payment of any incentive compensation or bonus pursuant to any MIP that 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, subject to certain conditions; and (iii) a portion of the Executive’s COBRA coverage premiums for 18 months (or such shorter time if such coverage terminates under Section 4980B of the Internal Revenue Code), provided that the Executive will continue to be obligated to pay the same amount toward the cost of such premiums as the Executive paid immediately prior to the last day of active employment.

For purposes of the Non-Compete Agreement, “Good Reason” includes: (i) any material diminution of the Executive’s position, authority and duties; (ii) the requirement that the Executive relocate to an employment location that is more than 50 miles from the Executive’s current employment location; (iii) a reduction of the Executive’s salary to a level that is less than the rate paid to Executive during the immediately prior calendar year, unless Executive has agreed to such reduction or unless the Company makes an across-the-board reduction that applies to all Company executives; or (iv) the Company materially breaching any of its

obligations under the Non-Compete Agreement. The Executive must provide the Company with notice of, and an opportunity to cure, any circumstances constituting “Good Reason” for the Executive to terminate his or her employment. For purposes of the Non-Compete Agreement, “Cause” includes: (i) certain willful or grossly negligent actions; (ii) material violations of the Company’s published policies or codes, after notice of, and opportunity to cure, such violations; (iii) the Executive’s impedance or interference with certain investigations authorized by the Board of Directors or legal directives; (iv) misrepresentations relating to a material fact for purposes of securing employment with the Company; (v) abuse of alcohol and/or drugs in a manner that materially impacts the Executive’s ability to successfully perform his or her duties or obligations; or (vi) willful failure to perform his or her duties or obligations after, in some circumstances, notice an opportunity to cure such failure.

In order to receive any payments under the Non-Compete Agreement, the Executive must sign a release agreement releasing the Company from any and all claims. Pursuant to the terms of the Non-Compete Agreement, the Executive also agrees to maintain the confidentiality of the confidential and proprietary information to which he or she is exposed during the course of his or her employment. The Executive also agrees, during the term of his or her employment and for a period thereafter equal to 12 months or, if the Executive receives a severance payment under a COC Agreement entered into with the Company, 24 months, not to (a) solicit the Company’s clients or employees or (b) directly or indirectly compete with the Company.

The Company intends to enter into a Non-Compete Agreement with each of the following executive officers: Christopher E. Kevane, Jeffrey D. Perry, Maureen E. Thompson, Donna Berlinski and Kevin Moore. A copy of the form of Non-Compete Agreement is attached hereto as Exhibit 10.2 and incorporated by reference herein. The foregoing description of the Non-Compete Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Non-Compete Agreement.

(c) Adoption of Incentive Plan. On September 15, 2010, the Board of Directors of the Company adopted the Rural/Metro Corporation Incentive Plan (the “Incentive Plan”). The Incentive Plan consists of two components: (i) the Management Incentive Program (the “MIP”) for key executive positions, and (ii) the Management Bonus Program (the “MBP”) for key management positions. The Incentive Plan is applicable beginning with the Company’s 2011 fiscal year, and replaces in its entirety the Rural/Metro Management Incentive Program that has been in effect since July 1, 2008.

Administration. The Compensation Committee of the Company’s Board of Directors will administer the MIP and will approve any promotions into the MIP and resolve any disputes concerning the MIP, including payout disputes. The Board of Directors will make the final decision on all recommendations of payouts under the MIP.

The CEO of the Company is responsible for the overall administration of the MBP and will approve any promotions into the MBP and resolve any disputes concerning the MBP, including payout disputes.

Term. The Incentive Plan is measured in terms of financial and, if so designated, personal goal achievements aligned with the Company’s fiscal year (each a “Plan Year”). The Incentive Plan renews automatically from year to year unless otherwise determined by the Board of Directors.

Eligibility. Participants in the Incentive Plan are subject to certain eligibility requirements, including the participant’s continuous employment in an eligible position throughout the applicable Plan Year and through the applicable payout date. In addition, the participant must not have given notice (or have been given notice by the Company) to terminate the participant’s employment prior to the Plan payout date and the participant must not be functioning under any corrective action plan. In certain circumstances the participant’s award may be pro-rated or carried forward from one eligible position to another. The terms and conditions of the Incentive Plan are subject to individual employment agreements or severance agreements, to the extent provided therein.

In addition to the above, the eligible positions for participation in the MIP are limited to the Chief Executive Officer, Chief Operating Officer, Senior VP, Corporate VP and Zone VP positions. The eligible positions for participation in the MBP include certain Corporate VP and Senior VP positions, Managing Director, Zone Financial Officer and National Billing Director positions. Other positions may be eligible under the MBP, subject to approval prior to the beginning of the applicable Plan Year by the administrator.

Plan Goals. Awards under the Incentive Plan are based upon two categories of goals for the applicable Plan Year, quantitative and personal, as described in the Incentive Plan. Quantitative goals are set based upon the Company’s Adjusted EBITDA or, with respect to Zone VPs, Adjusted EBITDA for a particular region. Each participant (with the exception of the CEO, whose potential award is determined solely with reference to the quantitative goal) also develops, in cooperation with the participant’s supervisor, a set of individual goals to be achieved during the Plan Year. Awards are calculated based on a weighting of the quantitative goals (70%) and individual goals (where applicable, 30%).

Amount of Awards. The MIP administrator will determine whether the quantitative and qualitative goals have been met by each participant for the applicable Plan Year. If certain quantitative goals are not met, no award based on either quantitative or qualitative goals shall be made to any participant.

Potential MIP payments are adjusted ratably for achievement between 90.8% and 110% of the applicable quantitative goal. Award opportunities vary from 42.5% to 127.5% of the participant’s base salary at the CEO level; 35% to 90% of the participant’s base salary at the COO level; 25% to 75% of the participant’s base salary at the senior vice president, or zone vice president level; and 22.5% to 67.5% of the participant’s base salary at the corporate vice president level.

Participants under the MBP will be eligible for awards of between 20% and 40% of their base salary, depending on their position. Awards will be calculated based upon the relative weight of quantitative goals and individual goals reviewed and recommended by the VP of Human Resources with final approval of the CEO.

Notwithstanding the establishment of predetermined goals, the eligibility for, and payment of, any and all incentive compensation under the Incentive Plan is entirely discretionary. All Incentive Plan awards are limited by and in all respects subject to any compensation recovery, recoupment, equity retention or similar plans or policies that the Company may enact from time to time, regardless of whether such plans or policies are currently in effect or may be implemented and/or modified subsequent to the date of the Incentive Plan.

A copy of the Incentive Plan is attached hereto as Exhibit 10.3 and incorporated by reference herein. The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan.

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	Form of Change of Control Agreement
10.2	Form of Severance, Confidentiality, Nonsolicitation and Noncompetition Agreement
10.3	Rural/Metro Corporation Incentive Plan

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: September 21, 2010	RURAL/METRO CORPORATION
	By:	/S/    MICHAEL P. DIMINO
	Name:	Michael P. DiMino
	Title:	President and Chief ExecutiveOfficer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Change of Control Agreement
10.2	Form of Severance, Confidentiality, Nonsolicitation and Noncompetition Agreement
10.3	Rural/Metro Corporation Incentive Plan

EX-10.1

Exhibit 10.1

CHANGE OF CONTROL AGREEMENT

Effective             , 2010

Dear             :

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 average 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 Severance, Confidentiality, Nonsolicitation and Noncompetition Agreement between Rural/Metro and you effective              (the “Non-Compete 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 Non-Compete 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 a majority 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.

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(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.

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 Non-Compete 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 Non-Compete 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

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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.

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 Non-Compete 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 Non-Compete 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 Non-Compete Agreement.

This Agreement supplements, and does not replace, your Non-Compete Agreement. If there is any conflict between the provisions of this Agreement and your Non-Compete 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 Non-Compete 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 Non-Compete Agreement, including, but not limited to, payments or benefits pursuant to Section 2 of the Non-Compete 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 Non-Compete 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 Non-Compete Agreement (including the definition of various terms) shall mean the Non-Compete Agreement as it may be amended from time to time; if no written Non-Compete 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 Non-Compete 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:

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.

[EMPLOYEE NAME]

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EX-10.2

Exhibit 10.2

SEVERANCE, CONFIDENTIALITY, NONSOLICITATION

AND NONCOMPETITION AGREEMENT

This Severance, Confidentiality, Nonsolicitation and Noncompetition Agreement (this “Agreement”) is entered into as of                     , 2010, by and between                      (“Employee”), an individual, and Rural/Metro Corporation, a Delaware corporation (the “Company” or “Rural/Metro”).

Rural/Metro believes it is in Rural/Metro’s best interests to employ or continue to employ Employee. Due to Employee’s experience, Employee has particular skills and knowledge that are valuable to Rural/Metro, its customers, and its financial stakeholders.

As an inducement to Employee to execute this Agreement and in exchange for Employee’s promises and obligations contained in this Agreement which will directly and/or indirectly benefit the business interests of Rural/Metro, Rural/Metro offers and Employee accepts as consideration the following: (i) Rural/Metro’s offer of employment or continuing employment and the benefits associated with that employment; (ii) Rural/Metro’s promise of granting Employee access to confidential information necessary to perform Employee’s duties; (iii) the actual grant to Employee by Rural/Metro of such confidential information necessary to perform Employee’s duties; (iv) Rural/Metro’s promise to provide Employee with valuable training; (v) the actual provision of valuable training to Employee by Rural/Metro; (vi) Rural/Metro’s promise to provide Employee access to its business and customer relationships and goodwill; (vii) the actual provision to Employee by Rural/Metro of access to its business, customer relationships, and goodwill; (viii) Rural/Metro’s obligations to Employee contained in this Agreement; (ix) Rural/Metro’s promise to permit or continue to permit Employee to participate in its various benefit plans and programs on the terms and conditions thereof from time to time; and (x) such other sufficient consideration of which Employee acknowledges receipt.

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

1. Nature of Employment Relationship. Employee acknowledges and understands that the employment relationship between Rural/Metro and Employee is strictly an “at will” relationship and that Employee’s employment may be terminated by either Employee or Rural/Metro at any time and for any reason with or without cause or notice by either Employee or Rural/Metro. Employee further acknowledges and understands that Employee remains subject at all times to all policies and procedures generally applicable to employees of Rural/Metro as in effect from time to time, except that to the extent that the terms and conditions of this Agreement are inconsistent with the terms and conditions of any such policies or procedures, the terms and conditions of this Agreement shall prevail.

2. Compensation in the Event of Termination.

(a) Definitions. For purposes of this Agreement:

(1) “Affiliate” means any employer with which Rural/Metro would be considered to be a single employer under Sections 414(b) and 414(c) of the Internal Revenue Code of 1986, as amended (the “Code”), using fifty (50%), rather than eighty (80%), as the percentage of ownership required with respect to such Code sections. The status of an entity as an Affiliate relates only to the period of time during which the entity is so affiliated with the Company.

(2) “Cause” will exist if the Company determines that Employee (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 fifteen (15) days after notice by the Company reasonably identifying such failure or breach; provided that no notice and cure opportunity need be provided if Employee had knowledge of the policy or code at the time of the violation and the violation is not reasonably curable as determined by the Company; (iii) impeded, interfered, or failed to reasonably cooperate with an investigation authorized by the Board of Directors of the Company or willfully failed to follow a legal and proper directive from the Employee’s supervisor(s); (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 Employee’s ability to successfully perform the duties or obligations of the position or positions held by Employee; or (vi) willfully failed to perform the duties or obligations of the position or positions held by Employee or otherwise breached Employee’s duties or obligations of the position or positions held by Employee, if such failure or breach has not been cured within fifteen (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 2(a)(2) or is otherwise not reasonably curable as determined by the Company. Notwithstanding anything in this Section 2(a)(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 otherwise constitute “Cause” as defined herein.

(3) “Good Reason” means (i) any material diminution of Employee’s position, authority and duties under this Agreement; (ii) Employee is required to relocate to an employment location that is more than 50 miles from Employee’s current employment location; (iii) Employee’s Base Salary rate is reduced to a level that is less than the rate paid to Employee during the immediately prior calendar year, unless Employee has agreed to said reduction or unless the Company makes an across-the-board reduction that applies to all Company executives; or (iv) the Company materially breaches any of its obligations under this Agreement. Notwithstanding the above provisions, a condition shall not be considered “Good Reason” unless (i) Employee gives the Company written notice of such condition within 30 days after the material facts regarding such condition become known to Employee; (ii) the Company fails to cure such condition within 20 days after receiving Employee’s written notice; and (iii) Employee terminates his employment within 20 days after the expiration of the Company’s cure period.

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(4) “Disability” shall be deemed to exist if Employee 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 twelve- (12-) month period.

(5) “Separation from Service” means, within the meaning of Section 409A of the Code and the regulations and other guidance issued thereunder by the United States Department of Treasury and the Internal Revenue Service (collectively, “Section 409A”), the termination of employment of Employee with Rural/Metro and all its Affiliates. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate that there was a reasonable anticipation that no further services would be performed after the termination date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six- (36-) month period (or the full period of services if less than thirty-six (36) months). The employment relationship shall be treated as continuing intact while Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the individual retains a right to reemployment with Rural/Metro or its Affiliates under an applicable statute or by contract

(b) Cause or Resignation without Good Reason. If Employee’s employment is terminated by the Company for Cause or by Employee without Good Reason, Employee 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”).

(c) Death or Disability. If Employee’s employment terminates as a result of Employee’s death or Disability, Employee, or Employee’s estate, if applicable, shall receive the Accrued Obligations and any vested benefits that Employee, or Employee’s estate, may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan.

(d) Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause of by Employee for Good Reason, provided that Employee’s termination of employment constitutes a Separation from Service, Employee shall receive (subject to all of the terms and conditions of this Agreement, including without limitation Section 2(e), Section 2(f) and Section 12): (i) the Accrued Obligations; (ii) the continuation of Employee’s then Base Salary for (A) twelve (12) months after the date of termination of employment, 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 any company Management Incentive Plan maintained from time to time (“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

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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 Employee (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 Employee’s COBRA coverage premiums for 18 months (or such shorter time if such coverage terminates under Section 4980B of the Internal Revenue Code), provided that Employee shall continue to pay the same amount toward the cost of such premiums as paid immediately prior to the last day of Employee’s active employment and shall comply with applicable election and eligibility requirements.

(e) Release Agreement. Notwithstanding anything to the contrary herein, any payment made or benefit furnished under Section 2(d) shall commence sixty (60) days after the date of the Executive’s Separation from Service; provided that the Executive has executed and submitted to the Company a release of claims in form and substance as reasonably requested by the Company (“Release Agreement”) and the seven- (7-) day period during which the Executive is entitled to revoke the Release Agreement has expired on or before such sixtieth (60th) day. If the Release Agreement is not timely submitted to the Company, no payments under Section 2(e) shall be made, notwithstanding anything to the contrary herein.

(f) Potential Six-Month Delay of Payments.

(1) When Delay Occurs under Section 409A. If upon a Separation from Service Employee is a Specified Employee and if the payments under this Section 2 would be considered deferred compensation under Section 409A, and finally if an exemption from the six- (6-) month delay requirement of Section 409A is not available, the payments for the first six (6) months following Employee’s Separation from Service shall be paid to Employee in a single sum on the first (1^st) day of the seventh (7^th) month immediately following the month in which Employee’s Separation from Service occurs. All other payments shall be made in accordance with Section 2(d).

(2) Specified Employee Defined. “Specified Employee” shall mean an employee who at the time of Separation from Service is a key employee of Rural/Metro, if any stock is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder, disregarding Section 416(i)(5)) at any time within the twelve- (12-) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve- (12-) month period that begins on the first day of January following the close of the identification period.

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

(a) Confidentiality; Non-Disclosure. During the course of Employee’s employment, Employee will become exposed to a substantial amount of confidential and proprietary information, 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 Rural/Metro or its Affiliates (collectively the “Confidential and Proprietary Information”). Due to Employee’s senior position with Rural/Metro or its Affiliates, Employee acknowledges that Employee regularly receives Confidential and Proprietary Information with respect to Rural/Metro 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 Employee’s employment is terminated by either party for any reason, Employee promises that Employee will not retain, use, take with Employee 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 Employee 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 Employee 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 Rural/Metro for release or other use by the Employee. 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 Employee, relating to the Company’s and its Affiliates’ trade secrets, operations, activities, or business, made or received by Employee 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, Employee shall return to the Company any and all Confidential and Proprietary Information and any other property of the Company or any Affiliate then within Employee’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.

4. Covenant -Not-to-Compete.

(a) Interests to be Protected. The parties acknowledge that during the term of Employee’s employment, Employee 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 4, reference to the Company shall include reference to the Company and its Affiliates. Therefore, Employee 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 Employee will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Employee 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

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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 Employee 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 4 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 Employee if Employee’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. Employee shall devote substantially all Employee’s business time and efforts to the performance of Employee’s duties on behalf of the Company. During Employee’s term of employment, Employee 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 Employee 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’ activities, 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 Company. 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.

(c) Non-Solicitation of Clients. During the term of Employee’s employment with the Company and for a period, after the termination of employment with the Company, equal to the greater of (a) twelve (12) months or (y) if Employee receives a Severance Payment under and as defined in that certain Change of Control Agreement entered into between Employee and the Company (as amended, supplemented, replaced or otherwise modified from time to time) twenty-four (24) months (as applicable, the “Non-Compete Period”), regardless of who initiates the termination and for whatever reason, Employee shall not directly or indirectly, for Employee, 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) Employee worked as an employee of the Company at any time prior to termination, or at the time of termination; or (ii) about whom Employee 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).

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(d) Non-Solicitation of Employees. During the term of Employee’s employment with the Company and for the Non-Compete Period, regardless of who initiates the termination and for any reason, Employee shall not knowingly, directly or indirectly, for Employee, 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 4(d), “Company employee” shall include not only a common law employee but also 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, Employee shall not, directly or indirectly, for Employee, 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 Employee’s employment. Without limiting the foregoing or any other aspect of this Covenant-not-to-Compete, Employee further specifically acknowledges and agrees that the limitations set forth in this Section 4(e) expressly preclude competitive activity of any nature in any geographical service area by Employee 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 4(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 Employee performed Employee’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.

(f) Extension of Period. Employee agrees that the Non-Compete Period shall be extended for a period of time equal to the duration of any breach thereof by Employee.

(g) Judicial Amendment. If the scope of any provision of Sections 3 or 4 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 3 or 4 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.

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(h) Injunctive Relief, Damages and Forfeiture. Due to the nature of Employee’s position with Rural/Metro, and with full realization that a violation of Section 3 or 4 will cause immediate and irreparable injury and damage, which is not readily measurable, and to protect Rural/Metro’s interests, Employee understands and agrees that, in addition to instituting arbitration proceedings to recover damages resulting from a breach of this Agreement, Rural/Metro will be entitled to obtain temporary, preliminary, and permanent 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 Employee without being required to post a bond or other security. In any action brought pursuant to this Section 4(h), the prevailing party shall be entitled to an award of attorneys’ fees and costs.

(i) Survival. The provisions of this Section 4 shall survive the termination of this Agreement.

5. Cooperation; No Disparagement. During the Non-Compete Period, Employee agrees to provide reasonable assistance to the Company (including assistance with litigation matters), upon the Company’s request, concerning the Employee’s previous employment responsibilities and functions with the Company. Additionally, at all times after the Employee’s employment with the Company has terminated, Company and Employee 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, Company shall reimburse Employee for Employee’s reasonable out-of-pocket expenses incurred in connection with such cooperative efforts. Except as permitted in accordance with Section 409A, expenses for reimbursement during one taxable year may not affect expenses eligible for reimbursement in another calendar year; reimbursements of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and the expense is not subject to liquidation or exchange for another benefit.

6. 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.

7. 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. 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.

8. Entire Agreement. This Agreement embodies 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. This Agreement may be amended only in writing executed by the Company and Employee.

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9. 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 Employee in Scottsdale, Arizona. The law of the State of Arizona, without regard to its conflict of laws provisions, 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 Employee resides or where the services required by this Agreement are performed. Employee irrevocably waives Employee’s right, if any, to have any disputes between Employee and the Company decided in any jurisdiction or venue other than a court in the State of Arizona.

10. 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 (3) 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: General Counsel
if to Employee:

11. 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 (3) 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.

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12. Withholding; Release. All of Employee’s compensation under this Agreement will be subject to income reporting, tax deduction, and tax withholding authorized or required by applicable law. The Company’s obligation to make any post-termination payments hereunder (other than the Accrued Obligations), shall be subject to receipt by the Company from Employee of a release consistent with Section 2(e) of this Agreement, and compliance by Employee with the covenants set forth in Sections 3, 4 and 5 hereof.

13. 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.

14. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Employee, the Company and their respective successors and assigns; provided, however, that the rights and obligations of Employee under this Agreement shall not be assignable. 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.

15. Employee Representations. Employee 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 Employee’s duties contemplated pursuant to this Agreement. Employee 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.

16. Section 409A. Company and Employee intend that this Agreement comply with Section 409A. The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that, should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Company to achieve compliance with Section 409A. By execution and delivery of this Agreement, Employee irrevocably waives any objections Employee may have to the amendments required by Section 409A.

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17. Tax Treatment. Notwithstanding any other provision of this Agreement, the federal, state, and local income and/or other tax treatment of payments and benefits under this Agreement shall not be, and is not, warranted or guaranteed. Neither the Company, its directors, officers, employees, agents, attorneys, nor any of their designees shall be liable for any taxes, penalties, or other monetary amounts owed by Employee or any other person as a result of the Agreement, any deferral or payment under the Agreement, or the administration of the Agreement.

[signature page follows]

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:

Its:

EMPLOYEE:

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EX-10.3

Exhibit 10.3

RURAL/METRO CORPORATION INCENTIVE PLAN

PURPOSE OF PLAN

The Rural/Metro Corporation (the “Company” or “Rural/Metro”) Incentive Plan (the “Plan”) is an annual cash incentive plan composed of two components: (i) the Management Incentive Program (the “MIP”) for key executive positions, and (ii) the Management Bonus Program (the “MBP”) for key management positions, all as designated below.

The Plan is designed to promote, recognize, and financially reward exceptional performance by:

• Rewarding superior individual performance against established performance goals, while minimizing inappropriate risk-taking; and

• Establishing and communicating established Company metrics that reflect the expectations and goals of the Company.

DISCRETIONARY NATURE OF PLAN

The Plan does not establish enforceable employee rights, contractual or otherwise, and does not establish an employment relationship enforceable by the participant. The Plan is discretionary, and its provisions are subject to change or termination by the Board of Directors of the Company (the “Board”) at any time without notice.

The annual amounts, budgeted expectations, and personal goals require review and approval, in the case of the MIP, by the applicable Plan Administrator (as defined below) and the Board and, in the case of the MBP, by the applicable Plan Administrator. In determining whether quantitative financial goals have been satisfied, the Board or the applicable Plan Administrator, as the case may be, may adjust the audited results (upward or downward) for Board-approved actions during the Plan Year taken in the best long-term interest of Rural/Metro for special or unusual accounting outcomes or as otherwise deemed necessary to effectuate the intent of the Plan or to motivate its participants. In addition, the Board or applicable Plan Administrator in its discretion may award amounts greater or lesser than amounts determined as provided herein.

ADMINISTRATION

Management Incentive Program

The Compensation Committee of the Board, under the leadership of its Chair, shall be responsible for the overall administration of the MIP and shall be the “Plan Administrator” for the MIP.

The Plan Administrator may delegate its duties, including, but not limited to, the duty to provide reports, make recommended design modifications, and ensure accuracy of reporting to the CEO and CFO or others, as determined in its sole discretion. The CEO, CFO, or other delegatees shall not participate in deliberations regarding their awards.

Any promotions into the MIP must be approved by the Plan Administrator prior to promotion, and any approved promotions must be immediately communicated to the Compensation Committee for discretionary inclusion into the award determination, pursuant to the “Eligibility” section of the Plan.

The Plan Administrator shall resolve any disputes concerning the Plan, including payout disputes. The Board shall make the final decision on all recommendations of payouts made by the Plan Administrator under the MIP.

Management Bonus Program

The CEO of the Company is responsible for the overall administration of the MBP and shall be the “Plan Administrator” for the MBP.

The Plan Administrator may delegate its duties, including, but not limited to, the duty to provide reports, make recommended design modifications, and ensure accuracy of reporting to the CFO, VP of Human Resources, Managing Director Financial Planning or others, as determined in its sole discretion. Delegatees shall not participate in deliberations regarding their awards, if any, under the MBP.

Any promotions into the MBP must be approved by the CEO prior to promotion, and any approved promotions must be immediately communicated to the CFO for discretionary inclusion into the award determination, pursuant to the “Eligibility” section of the Plan.

The Plan Administrator shall resolve any disputes concerning the MBP, including payout disputes.

DURATION OF THE PLAN

The Plan is measured in terms of financial and, if so designated, personal goal achievements aligned with the Company’s fiscal year (July 1 through June 30) (the “Plan Year”). The Plan renews automatically from Plan Year to Plan Year unless otherwise determined by the Board.

ELIGIBILITY

In addition to the other terms and conditions applicable to the Plan, each participant is subject to the eligibility requirements below:

In General (Applicable to Both MIP and MBP)

• The participant must continuously function in a position listed by the Plan Administrator as eligible for participation in the Plan both during the applicable Plan Year and through the Plan payout date.

• The participant must not have given notice (or have been given notice by Rural/Metro) to terminate the participant’s employment with Rural/Metro prior to the Plan payout date.

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

• Participants who are hired, transferred, or promoted into or out of an eligible position or whose employment ends due to death, disability, retirement, or separation may, but need not be, considered for a prorated award based on the actual number of months worked in the eligible position.

• Participants transferring from one eligible position to another eligible position continue to be eligible for an award.

• The terms and conditions of the Plan are subject to individual employment agreements or severance agreements, to the extent provided therein.

Management Incentive Program

• For the MIP portion of Plan, eligible positions are generally:

• Chief Executive Officer (“CEO”);

• Chief Operating Officer (“COO”);

• Senior Vice President (“SVP”);

• Certain Corporate Vice Presidents (“Corporate VP”); and

• Zone Vice President (“Zone VP”).

• The CEO, COO, SVP and Corporate VP are sometimes referred to herein as “Corporate Executive.”

Management Bonus Program

• For the MBP portion of the Plan, eligible positions are generally:

• Certain Corporate VPs and SVPs;

• Managing director (“Managing Director”);

• Chief Financial Officer – Field Operations; and

• National billing director (“NBD”).

• Other positions may be eligible under the MBP portion of the Plan, subject to approval prior to the beginning of the Plan Year by the applicable Plan Administrator, including:

• Director I (“Director I”);

• Director II (“Director II”);

• Zone Financial Analyst (“ZFA”);

• Corporate manager (“Manager”);

• Zone Billing Director (“ZBD”)

• Zone division general manager I (“DGM I”);

• Zone division general manager II (“DGM II”); and

• Zone HR manager.

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PLAN GOALS

Management Incentive Program

MIP awards are based upon two categories of goals for the Plan Year, quantitative and personal, as follows:

• A “Corporate Hard Goal” (“CHG”), which is defined as Consolidated Budgeted Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as set forth in the annual budget approved by the Board, is applicable to each participant.

• Each Zone VP also has a “Zone Hard Goal” (“ZHG”), which is defined as Zone Adjusted EBITDA for the Zone VP’s region, as set forth in the annual budget approved by the Board.

• Each participant also develops, in cooperation with the participant’s supervisor, a set of “Individual Goals” (“IGs”) to be achieved during the Plan Year. Individual Goals are specific to Zone 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:

• CEO 100% CHG.

• Other Corporate Executive: 70% CHG and 30% IGs.

• Zone VP: 30% CHG; 40% ZHG; and 30% IGs.

MIP goals are documented on a “Plan Scoring Criteria Form” (the “Form”). Each IG is weighted individually in the Form to reach the 30% total. Each participant’s Form will be made available for review and approval by the Plan Administrator and the Board for final approval.

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

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Management Bonus Program

Job/Grade Level	Adjusted EBITDA	Zone Adjusted EBITDA	Division/ Department Adjusted EBITDA	Individual Goals	Maximum Award % of Base Pay
Corporate VP / CFO – Field Ops	31.5% [70%]	—	—	13.5% [30%]	45%
NBD	12% [30%]	—	16% [40%]	12% [30%]	40%
Managing Director	20% [50%]	—	—	20% [50%]	40%
DGM II /ZFA / ZBD **	7% [20%]	7% [20%]	10.5% [30%]	10.5% [30%]	35%
Director II **	17.5% [50%]	—	—	17.5% [50%]	35%
Director I **	15% [50%]	—	—	15% [50%]	30%
DGM I **	6% [20%]	6% [20%]	9% [30%]	9% [30%]	30%
Manager **	10% [50%]	—	—	10% [50%]	20%

[    ] numbers = percentage of maximum award

** Note: Inclusion in Plan subject to discretion of Plan Administrator.

Under the MBP, each participant’s award will be subject to CHGs and/or ZHGs, as applicable, and IGs.

DETERMINING AMOUNT OF AWARDS

Management Incentive Program

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

If the Plan Administrator determines that the CHG was not achieved, no award based on the CHG, ZHG or IGs shall be made to any participant.

Step Two: Determining CHG award payout amounts. If the threshold 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 provided below, incremental adjustment to the CHG award is made to recognize the actual level of the CHG that was achieved during the Plan Year.

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Level of Goal Achieved	Percentage of CEO’s Base Salary		Percentage of COO’s Base Salary		Percentage of Senior VP’s Base Salary		Percentage of Zone VP’s Base Salary		Percentage of Corporate VP’s Base Salary
Threshold	42.50	%	35.00	%	25.00	%	25.00	%	22.50	%
Target	85.00	%	70.00	%	50.00	%	50.00	%	45.00	%
Maximum	127.50	%	90.00	%	75.00	%	75.00	%	67.50	%

Threshold represents 90.8% of Adjusted EBITDA; Target represents 100% of Adjusted EBITDA; and Maximum represents 110% of Adjusted EBITDA.

If the achieved Adjusted EBITDA is greater than the Target CHG but less than the Maximum CHG, the Percentage of Base Salary shall be scaled upward in proportion to the amount by which the achieved Adjusted EBITDA closes the gap between Target and Maximum.

Example (for SVP): assume that FY11 Target CHG = $50M; Maximum CHG = $55M; the achieved Adjusted EBITDA (as determined in September 2011) = $52M; Percentage of Base Salary payable at Target = 50%; and Percentage of Base Salary payable at Maximum = 75%. The achieved Adjusted EBITDA covered 40% of the gap between Target and Maximum. Therefore the Percentage of Base Salary payable is 60% (40% of the gap between 50% and 75%).

If the achieved Adjusted EBITDA is greater than Threshold CHG but less than Target CHG, the Percentage of Base Salary shall be scaled upward in the same manner.

Step Three: Determining whether ZHGs have been achieved (applicable to Zone VPs only). If the threshold CHG was achieved, the Plan Administrator determines (in a manner similar to the determination of CHG achievement as described above) whether the threshold ZHG for each Zone VP has been achieved.

If the Plan Administrator determines that a Zone VP’s threshold ZHG was not achieved, no MIP award shall be made to the Zone VP based on the ZHG, and no award based on IGs shall be made to such Zone VP.

Step Four: Determining ZHG award payout amounts (applicable to Zone VPs only). If threshold ZHG is achieved or surpassed, the table above is used to identify the percentage of base salary to be used in computing the Zone VP’s recommended ZHG award. ZHG-based awards shall be scaled in the same manner as provided above with respect to CHG-based awards.

Threshold represents 90.8% of Zone Adjusted EBITDA; Target represents 100% of Zone Adjusted EBITDA; and Maximum represents 110% of Zone Adjusted EBITDA.

Step Five: Determining whether IGs have been achieved. The Plan Administrator determines whether individual IGs have been achieved based on the parameters set forth in the Form. Further, as stated above, (i) no Corporate Executive is eligible for an IG award unless the CHG has been achieved; and (ii) a Zone VP is not eligible for a IG award unless both the CHG and such Zone VP’s ZHG have been achieved.

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

Management Bonus Program

Each participant will have specific goals with an assigned relative value weighting. This relative value weighting is reviewed and recommended by the VP of Human Resources with final approval of the CEO.

It is envisioned that the MBP relative value scoring criteria will total 100%; however, at the discretion of the Plan Administrator this award may exceed 100%.

PAYOUT CONDITIONS

• Notwithstanding the establishment of predetermined goals, the eligibility for, and payment of, any and all incentive compensation under the Plan is entirely discretionary.

• A preliminary report is given to the applicable Plan Administrator in August immediately following the Plan Year, presenting the preliminary unaudited numbers for the hard goals and the summary of individual goals measured at June 30th. Any necessary updates on audited financial numbers that may impact hard goal achievements will be provided to the applicable Plan Administrator during September immediately following the Plan Year.

• The applicable Plan Administrator will receive the appropriate information in September to review and approve the awards. In the case of the MIP, awards are also subject to Board approval. Plan awards for a Plan Year will be paid in a cash lump sum as soon as possible after the September Board Meeting immediately following the applicable Plan Year but in no case later than October 31 ^st immediately following the applicable Plan Year.

• Plan awards are calculated using the participant’s annual base pay as of June 30th of the applicable Plan Year.

• Plan awards are subject to income reporting and payroll withholding, as determined in the sole discretion of Rural Metro.

• The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions.

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• In the event there shall be any conflict between the provisions and content of the Plan and any other communications, written or oral, the terms of the Plan (and not the language of any other written or oral communication) shall control; provided, however, a conflict between, in the event the terms of any applicable employment agreement or severance agreement and the Plan, the terms of such applicable employment agreement or severance agreement, as the case may be, shall control.

• All Plan awards are limited by and in all respects subject to any compensation recovery, recoupment, equity retention or similar plans or policies that the Company may enact from time to time and, without limiting the foregoing, all awards granted hereunder are subject to recoupment, forfeiture or modification (in whole or in part) in accordance with the terms of any such plans or policies, regardless of whether such plans or policies are currently in effect or may be implemented and/or modified subsequent to the date of this Plan.

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IN WITNESS WHEREOF, the Company has caused the Rural/Metro Corporation Incentive Program to be adopted this      day of             , 2010.

RURAL/METRO CORPORATION

By:

Printed Name:

Its:

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