exv10w5



 






Exhibit 10.5









Vincent D. Kelly

President and CEO




	   	November 30,2004
	 
	   	Tom Schilling 

1032 Turning Point Lane 

Cincinnati, Ohio 45039
	 
	   	Dear Tom:
	 
	   	We are pleased to offer you the position of Chief Financial Officer for USA Mobility,
Inc. In this role you will be responsible for providing leadership and oversight to
Accounting, Finance, Audit, Treasury, Purchasing, and the Records Management functions for
USA Mobility. Also, your responsibilities will include planning and implementing the
integration of these functions from the predecessor companies and ensuring the development
and on-going leadership of these functions for USA Mobility.






	 	   	Your overall responsibilities include, but are not limited to;






	 	•  	Planning and developing the management team for your areas of
responsibility and re-aligning the staffing of each of the departments to maximize productivity while
achieving the synergy goals of the merger
	 
	 	•  	Overseeing the above-mentioned functions to include planning and leading their
rationalization and integration with Metrocall’s legacy systems, and providing
oversight
of related systems until successfully transitioned
	 
	 	•  	Contribution in the development of, and on-going fiscal
responsibility for, the 2005
operating budgets for your areas of responsibility and achievement of
fiscal and
quarterly expense goals and targets
	 
	 	•  	Sarbanes-Oxley, Section 404 internal controls and compliance for
fiscal year 2004 and ongoing, as it relates to your areas of responsibility





6677 Richmond Highway
• Alexandria, VA 22306 • Direct:703.718.6650 • Fax: 703.768.9625 • www.usamobility.com





 









 









	   	In this position, you will report to the Chief Executive Officer for
USA Mobility and will work closely with the other members of executive management to
achieve our goals, including the successful integration of the two companies. The
terms of this offer are outlined below.






1) Base
Salary: $11,538,46 paid biweekly ($300,000 annually)




2) Bonus: 50% to 100% of base salary payable annually. Bonus
payment will be based upon accomplishment of pre-determined goals and objectives, as set and agreed
upon by the Board of Directors of USA Mobility.




3)
Benefits: Company health, dental, vision plans and 401(k) participation will
be available to you on the same terms as made available to other USA Mobility
employees.




4)
Vacation: You will accrue vacation each pay period at a rate equal, to
four weeks per year.




5) Expenses: Business related expenses including travel, lodging,
meals and incidentals (i.e., telephone expenses) associated with work-related travel,
will be reimbursed to you, following the submission of receipts consistent with USA
Mobility policy, For a maximum of six months from your starting date
of January 3, 2005,
USA Mobility will reimburse you for mutually agreed reasonable costs of an
apartment, rental car and related travel expenses, including airfare between your current
home and our corporate headquarters.




6) Severance: Should USA Mobility, in its sole discretion, terminate
you for any reason other than “Cause”, as defined in the USA Mobility Severance Benefits Plan (the
“USA Mobility Severance Plan”), you will become eligible for a severance benefit.
This severance benefit will be calculated based upon your hire date at USA Mobility
with continuous service through the date of termination. The amount of severance
shall reflect the terms and conditions contained in the USA Mobility Severance Plan,
or any successor severance plan of USA Mobility, and shall apply to the severance
payments set forth in this paragraph 6, including, but not limited to, the requirement
that you execute a valid severance and release agreement in effect at the time of your
termination. Any capitalized terms not defined herein shall have the meanings
set forth under the USA Mobility Severance Plan or any successor severance plan of USA
Mobility. In the event that you were to be terminated as a result of a Change
of Control you would be eligible for a severance payment equal to one
year’s base salary.




7) Equity Incentive Package: You will have meaningful participation in the
Board/Management equity incentive program at a level below the CEO, but on par
with
the COO and CTO, once a plan has been established for USA Mobility. A
recommendation will be made to the Board of Directors to approve your
participation in
the plan at a level below the CEO, but on par with the COO and CTO.



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8) Signing
Bonus: You will receive a, signing bonus in the amount of
$50,000.00 within
ten (10) days of the date yon begin employment with USA
Mobility. If, within
one
calendar year of the date you begin employment with USA Mobility, you
voluntarily
terminate your employment with USA Mobility, or are terminated for
 “Cause”,
you will
be required to reimburse the Company for a prorated amount of the signing
bonus.




9)
Relocation Assistance: You will receive relocation assistance
(net of taxes) in the
amount of $50,000.00 which represents the maximum sum to be paid in
relocation
expenses. In order for relocation expenses to be tax deductible, you must
submit
receipts with an expense report.




10)
Non-Competition, Non-Solicitation & Release: You must agree to not
compete
with USA Mobility or divulge trade secrets or confidential information,
including
customer information, for the period of one year following termination of
employment.
In addition, you must agree not to solicit employees of USA Mobility for
employment.
Further, you must agree to release USA Mobility from any liability that might
arise
from your employment consistent with the terms set forth in the severance
agreement
and release in effect at that time.




11) At Will Employment: Employment with USA Mobility will be “at
will” and, thus,
may be terminated at any time by USA Mobility.




12) Governing Law: The terms of this letter agreement shall be
governed by the laws of
the Commonwealth of Virginia.




	   	Please sign and return one copy of this letter indicating your acceptance of this
employment offer. If at all possible, I would like you to attend the first
face-to-face meeting of the USA Mobility Board of Directors, as an employee on
December 16,2004, Tom, we are excited about our future and look forward to you
becoming a part of the USA Mobility Executive Leadership Team.
	 
	   	Sincerely,
	 
	   	
	 
	   	Vincent D. Kelly

President and CEO

USA Mobility, Inc.
	 
	   	Accepted:





	 	 	 	 	 	 	 	 	 
	

	 	/s/ Tom Schilling
	 	 	 	12
- 2 - 04
	 	 
	 

	 	Tom Schilling
	 	Date	 	 	 	 







	   	cc:  Human Resources, Personnel File






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