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                                                                   Exhibit 10.29










                             WEBLINK WIRELESS, INC.

                           KEY EMPLOYEE RETENTION PLAN



                                February 14, 2001

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                             WEBLINK WIRELESS, INC.

                           KEY EMPLOYEE RETENTION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION 1

           General
           -------
<S>        <C>                                                                    <C>
           1.1       History and Purpose                                          5
           1.2       Plan Administration                                          5
           1.3       Subsidiaries and Employers                                   5
           1.4       Action by Employers                                          5


SECTION 2

           Participation
           -------------
           2.1       Participation                                                5
           2.2       Cessation of Participation                                   6


SECTION 3
           Retention Event and Change in Control
           -------------------------------------
           3.1       Retention Event                                              6
           3.2       Change in Control                                            6
           3.3       Exceptions and Definitions                                   7


SECTION 4

           Retention Bonus
           ---------------
           4.1       Entitlement to Retention Bonus                               8
           4.2       Retention Bonus                                              8
           4.3       Participant's Base Amount                                    8
           4.4       Deemed Retention Event                                       8
           4.5       Multiple Bonuses Prohibited                                  9


SECTION 5

           Severance Benefits
           ------------------
           5.1       Entitlement to Severance Benefits                            9
           5.2       Cause                                                        9
           5.3       Disability                                                   9
</TABLE>


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<TABLE>
<CAPTION>
<S>        <C>                                                                    <C>
           5.4       Termination for Good Reason                                  9
           5.5       Severance Benefits                                           10
           5.6       Base Severance Amount                                        10
           5.7       Bonus Payment for Year of Termination                        11
           5.8       Reduction for Other Payments                                 11


SECTION 6

           Confidentiality and Non-Competition
           -----------------------------------
           6.1       Confidentiality and Non-Competition - General                11
           6.2       Confidential Information                                     11
           6.3       Non-Competition                                              12


SECTION 7

           Enforcement
           -----------
           7.1       Arbitration of Disputes                                      13
           7.2       Reimbursement of Costs and Expenses                          13


SECTION 8

           Amendment of Termination
           ------------------------
           8.1       Amendments and Terminations                                  13
           8.2       Participant Rights                                           14
           8.3       Successors                                                   14


SECTION 9

           Miscellaneous
           -------------
           9.1       Adjustments for Tax Effects                                  14
           9.2       Mitigation and Set-Off                                       15
           9.3       Non-Alienation                                               15
           9.4       Withholding                                                  15
           9.5       Source of Payments                                           15
           9.6       Notices                                                      15
           9.7       Gender and Number                                            15
           9.8       No Rights to Employment or Continuation of Relationship      16
           9.9       Governing Law                                                16
</TABLE>


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<TABLE>
<CAPTION>
<S>        <C>                                                                    <C>
           9.10      Severability                                                 16
           9.11      No Limitation Upon the Rights of the Company                 16
           9.12      No Liability for Good Faith Determinations                   16
</TABLE>


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                             WEBLINK WIRELESS, INC.
                           KEY EMPLOYEE RETENTION PLAN


                                    SECTION 1

                                     GENERAL

           1.1 HISTORY AND PURPOSE. The Board of Directors (the "Board") of
WebLink Wireless, Inc., a Delaware corporation (the "Company"), believes that
the prospect of a pending or threatened Retention Event or Change of Control
(each as defined below) inevitably creates distractions and personal risks and
uncertainties for a company's key employees. The Board further believes that,
because certain key employees' continued performance of their job functions and
duties is critical to the success of the Company, it is in the best interests of
the Company to minimize such distractions and to encourage its key employees'
full attention and dedication to their duties, both currently and in the event
of any threatened or pending Retention Event or Change of Control. Accordingly,
this WebLink Wireless, Inc. Key Employee Retention Plan (the "Plan") is
established by the Company, effective as of February 14, 2001, to promote the
long-term financial interests of the Company and its stockholders by providing
the key employees of the Company and its subsidiaries with (i) an incentive to
remain employed with the Company so they can continue to actively perform their
job functions and duties with full attention and dedication while a Retention
Event or Change in Control is pending, and (ii) assurances of fair and equitable
treatment as well as severance benefits consistent with competitive practices in
the event of a Change in Control of the Company.

           1.2 PLAN ADMINISTRATION. The authority to control and manage the
operation and administration of the Plan shall be vested in the Board.

           1.3 SUBSIDIARIES AND EMPLOYERS. The term "Subsidiary" means any
corporation of which the Company directly or indirectly owns at least 50% of the
combined voting power of all classes of stock entitled to vote. The Company and
each Subsidiary which, with the consent of the Company, adopts the Plan, are
referred to below, collectively, as the "Employers" and individually as an
"Employer."

           1.4 ACTION BY EMPLOYERS. Any action required or permitted to be taken
by any Employer under the Plan shall be by resolution of its Board of Directors
or by writing of a duly authorized officer of the Employer.

                                    SECTION 2

                                  PARTICIPATION

           2.1 PARTICIPATION. The following individuals shall be Participants in
the Plan:

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           (1)        All full time regular employees of the Employers (as that
                      classification is used in the normal business practices of
                      the Company) who have been designated as Participants and
                      have had a Retention Percentage and Severance Percentage
                      established by the Board of Directors of an Employer, and

           (2)        who are employed on the date of the applicable Retention
                      Event or Change in Control.

           The participation of each Participant shall be evidenced by a
           Participation Agreement in the form attached hereto as Exhibit A.

           2.2 CESSATION OF PARTICIPATION. All employees of an Employer other
than the Company shall cease to be Participants in, or have any rights under the
Plan as of the date, if any, on which the Employer ceases to be a Subsidiary
prior to a Retention Event or Change in Control.


                                    SECTION 3

                      RETENTION EVENT AND CHANGE IN CONTROL

           3.1 RETENTION EVENT. For purposes of the Plan, the term "Retention
Event" means the first to occur of the following:

           (1)        If a voluntary or involuntary petition in bankruptcy is
                      filed by or against the Company, then the date that is 12
                      months after the date of filing of such petition; or

           (2)        the date a Change in Control occurs; or

           (3)        there is consummated an exchange or series of exchanges of
                      at least $250 million in accreted value of the Company's
                      notes for the Company's equity securities.

           3.2 CHANGE IN CONTROL. For purposes of the Plan, the term "Change in
Control" means the first to occur of the following:

           (1)        any Person or group of Persons acting in concert is or
                      becomes the Beneficial Owner, directly or indirectly, of
                      securities of the Company representing more than 50% of
                      the combined voting power of the Company's then
                      outstanding securities that have the right to vote for the
                      election of directors generally (not including in such
                      securities beneficially owned by such Person any
                      securities acquired directly from or received through an
                      exchange offer with the Company), other than any Person
                      who becomes

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                      such a Beneficial Owner in connection with a transaction
                      described in clause (i) of Section 3.2(3); or

           (2)        the following individuals cease for any reason to
                      constitute a majority of the number of directors of the
                      Company then serving: individuals who on the effective
                      date hereof constitute the Board of Directors, and any new
                      director whose appointment or election by the Board of
                      Directors or nomination for election by the Company's
                      stockholders was approved or recommended by at least
                      two-thirds (2/3) of the directors then still in office who
                      either were directors on the date hereof or whose
                      appointment, election or nomination for election was
                      previously so approved or recommended (other than a new
                      director whose initial assumption of office is in
                      connection with an actual or threatened election contest,
                      including but not limited to a consent solicitation,
                      relating to the election of directors of the Company); or

           (3)        there is consummated a merger, consolidation or other
                      business combination (including an exchange of securities
                      with the security holder's of a corporation that is a
                      constituent in such business combination) of the Company
                      or any direct or indirect subsidiary of the Company with
                      any other corporation, other than (i) a merger,
                      consolidation or business combination which would result
                      in the voting securities of the Company outstanding
                      immediately prior to such merger, consolidation or
                      business combination continuing to represent at least a
                      majority of the combined voting power of the securities
                      having the right to vote for the election of directors
                      generally of the Company or the surviving entity or any
                      parent thereof outstanding immediately after such merger,
                      consolidation or business combination (either by remaining
                      outstanding or by being converted into or exchanged for
                      voting securities of the surviving entity or parent
                      thereof); or

           (4)        there is consummated an agreement for the sale, lease or
                      other disposition by the Company of all or substantially
                      all of the Company's assets, other than a sale, lease or
                      other disposition by the Company of all or substantially
                      all of the Company's assets to an entity, at least a
                      majority of the combined voting power of the outstanding
                      securities of which are owned by stockholders of the
                      Company in substantially the same proportions as their
                      ownership of the Company immediately prior to such sale.

           3.3 EXCEPTIONS AND DEFINITIONS. Notwithstanding the foregoing,
neither a "Retention Event" nor a "Change in Control" shall be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
Common Stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

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           For purposes of this Section 3, (a) "Person" shall mean any person or
entity other than (1) any employee plan established by the Company, (2) the
Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by stockholders
of the Company in substantially the same proportions as their ownership of the
Company and (b) "Beneficial Owner" shall have the meaning set forth in Rule
12d-3 under the Exchange Act.

                                    SECTION 4

                                 RETENTION BONUS

           4.1 ENTITLEMENT TO RETENTION BONUS. Subject to the following
provisions of this Section 4 and Section 6, a Participant shall be entitled to
receive a retention bonus determined in accordance with Section 4.2 if the
Participant remains continuously employed with the Employer (or its successor in
interest) from the date he or she is designated a Participant by the Board
through the date a Retention Event occurs (the "Retention Trigger Date").

           4.2 RETENTION BONUS. A Participant who becomes entitled to a
retention bonus in accordance with the provisions of Section 4.1 shall be
entitled to a lump sum payment in cash no later than ten business days after the
Retention Trigger Date equal to the Participant's Retention Percentage shown in
his/her Participation Agreement times the Participant's Base Amount.

           4.3 PARTICIPANT'S BASE AMOUNT. For purposes of the Plan, the
Participant's Base Amount is equal to the sum of:

           (1)        the Participant's annual rate of salary or base
                      compensation in effect on the Retention Trigger Date, plus

           (2)        the Participant's target bonus percentage rate (including
                      annual and MBO bonus programs) in effect on the Retention
                      Trigger Date times the amount described in clause (1) of
                      this Section.

           4.4 DEEMED RETENTION EVENT. If the Participant's employment is
terminated before the Retention Trigger Date, and such termination is at the
request of a third party who has taken steps to effect a Retention Event or
Change in Control or the termination is by the Participant's Employer for a
reason other than Cause (as defined in Section 5.2), death or Disability (as
defined in Section 5.3) or is by the Participant because of Good Reason (as
defined in Section 5.1), then as to such Participant only, a Retention Event
shall be deemed to have occurred immediately prior to such termination. Such
Participant shall be entitled to a retention bonus equal to such Participant's
Retention Percentage shown in his/her Participation Agreement times the
Participant's Base Amount (as defined in Section 4.3). However, the
Participant's entitlement to a retention bonus shall be

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<PAGE>   9
subject to the Participant's execution of a release in form and substance
reasonably acceptable to the Employer, and the retention bonus shall be paid in
cash in equal monthly installments for the number of months equal to the
Retention Percentage multiplied by twelve (12). The first such installment shall
be paid no later than ten (10) business days after the date of termination of
employment.

           4.5 MULTIPLE BONUSES PROHIBITED. The Company will pay a Retention
Bonus to a Participant only one time, even if multiple Retention Events occur.


                                    SECTION 5

                 CHANGE IN CONTROL RETENTION/SEVERANCE BENEFITS

           5.1 ENTITLEMENT TO SEVERANCE BENEFITS. Subject to the following
provisions of this Section 5 and Section 6, a Participant shall be entitled to
receive severance benefits determined in accordance with Section 5.5 if the
Participant's employment with an Employer is terminated during the
24-consecutive-month period immediately following a Change in Control either by
the Participant's Employer for reasons other than Cause (as defined in Section
5.2), death or Disability (as defined in Section 5.3) or by the Participant
because of Good Reason (as defined in Section 5.4).

           5.2 CAUSE. For purposes of this Plan, the term "Cause" means (i) a
Participant willfully engaging in conduct materially injurious to an Employer,
or (ii) the willful and continual failure by a Participant to substantially
perform the duties assigned to the Participant (other than any failure resulting
from the Participant's incapacity due to physical injury or illness or mental
illness), which failure has not been corrected by the Participant within 30 days
after receipt of a written notice from the Chief Executive Officer or Board of
Directors of the Employer specifying the manner in which the Participant has
failed to perform such duties, or (iii) a Participant's violation of the written
policies of the Employer that, in accordance with the normal employment
practices of the Employer, has become a termination event. No act, or failure to
act, by a Participant shall be deemed "willful" unless done, or omitted to be
done, not in good faith and without reasonable belief that such action or
omission was in the best interest of the Employer.

           5.3 DISABILITY. For purposes of this Plan, the term "Disability"
shall have the meaning set forth under the Employer's long-term disability plan
or policy.

           5.4 TERMINATION FOR GOOD REASON. For purposes of this Plan, a
termination because of "Good Reason" means a resignation by a Participant
following the occurrence of:

           (1)        a reduction in the Participant's annual salary or annual
                      bonus opportunity;

           (2)        the failure to continue the Participant's participation in
                      incentive compensation plans or stock option plans on
                      substantially the same basis,

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<PAGE>   10


                      both in terms of the amount of benefit provided and the
                      level of the Participant's participation relative to other
                      participant's, as existed immediately before the Change in
                      Control;

           (3)        the assignment to the Participant of duties inconsistent
                      with, or a significant diminution in, the duties,
                      responsibilities or authority of the Participant in effect
                      immediately before a Change in Control, including without
                      limitation imposition of travel obligations that differ
                      materially from required business travel immediately
                      before the Change in Control;

           (4)        if the Participant's position immediately before a Change
                      in Control is that of a Vice President or above elected by
                      the Board of the Company, a diminution in the status of
                      the position of the Participant in effect immediately
                      before the Change in Control, including without limitation
                      a change in the level of the position to which the
                      Participant reports or the assignment to a division,
                      subsidiary or other position that does not have
                      responsibility and authority for the entire consolidated
                      business entity.

           (5)        the relocation of the Participant's principal place of
                      employment without Participant's consent to a location
                      more than twenty-five (25) miles from the location of such
                      principal place of employment immediately prior to the
                      Change in Control;

           (6)        the failure of the Company to obtain a satisfactory
                      agreement from any successor to assume and agree to
                      perform this Plan as contemplated by Section 8.3;

           (7)        the Company's failure to perform or observe any of the
                      material terms of this Plan.

           5.5 SEVERANCE BENEFITS. A Participant who becomes entitled to
severance benefits in accordance with the provisions of Section 5.1 shall,
subject to Participant's execution of a release in form and substance reasonably
acceptable to the Employer, be entitled to a lump sum payment in cash no later
than ten business days after the date of termination equal to the Participant's
Severance Percentage shown in his/her Participation Agreement times the
Participant's Base Severance Amount.

           5.6 BASE SEVERANCE AMOUNT. For purposes of the Plan, the
Participant's Base Severance Amount is equal to the sum of:

           (1)        the Participants' annual rate of salary or base
                      compensation in effect at the time of termination, or as
                      of the date of the Change in Control, if higher; plus

           (2)        the Participant's target bonus percentage rate (including
                      annual and MBO bonus programs) in effect at the time of
                      termination or, if higher, on the date

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<PAGE>   11
                      of the Change of Control, times the amount described in
                      clause (1) of this Section.

         5.7 BONUS PAYMENT FOR YEAR OF TERMINATION. If a Participant becomes
entitled to severance benefits under Section 5.5 in accordance with the
provisions of Section 5.1, and the Participant was otherwise participating in
the Company's bonus plans, the Participant shall also be entitled to a lump sum
bonus payment in cash no later than ten business days after the date of
termination equal to the product of the Participant's salary or base
compensation, as determined in Section 5.6(1), times the Participant's target
bonus percentage as of the date of termination or, if higher, the date of the
Change in Control. The payment due under this Section 5.7 shall be prorated for
the number of days employed during the calendar year of termination divided by
365, and the amount of any bonus payments already made for the year shall be
deducted from such prorated amount.

         5.8 REDUCTION FOR OTHER PAYMENTS. The amount of severance benefits to
which a Participant is otherwise entitled upon a termination of employment under
the foregoing provisions of this Section 5 shall be reduced by the amount, if
any, of any other payments actually paid to the Participant by an Employer as
severance by reason of such termination under a plan which provides severance
benefits only or under the terms of an employment contract between the
Participant and the Participant's Employer.


                                    SECTION 6

                       CONFIDENTIALITY AND NON-COMPETITION

           6.1 CONFIDENTIALITY AND NON-COMPETITION - GENERAL. Any benefits
payable under this Plan are conditioned upon and subject to the terms of this
Section 6. To the extent that a Participant violates any provision of this
Section 6, the Company or Employer, as the case may be, will have no further
obligation to provide any benefit or payment due hereunder, and will also have
any other remedies available to the Company for such violation including but not
limited to a preliminary injunction, temporary restraining order or other
equivalent relief. Section 6 is in addition to the confidentiality and
non-competition agreements signed at or during employment with an Employer. The
Participant's receipt of payments under this Plan constitutes the Participant's
ratification and reaffirmation of such prior agreements as well as those in this
Plan.

         6.2  CONFIDENTIAL INFORMATION.  The Participant agrees that:

         (1)         Except as may be required by law, by lawful judicial,
                     governmental or regulatory authority, or by lawful order of
                     a court or agency of competent jurisdiction, or except to
                     the extent required to perform the Participant's duties
                     during the course of his/her employment with Employer or to
                     the extent that the Participant has express written
                     authorization from the Company, the Participant (i) shall
                     keep secret and confidential all Confidential Information
                     (as defined below), (ii) shall not disclose the same,


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                      either directly or indirectly, to any other person, and
                      (iii) shall not use it in any way.

           (2)        For purposes of this Plan, the term "Confidential
                      Information" means all non-public information concerning
                      the Company and its affiliates that was acquired by or
                      disclosed to the Participant during the course of
                      employment with the Employer, or during the course of
                      consultation with the Employer following the Participant's
                      date of termination, including, without limitation:

                      (i)        any non-public information regarding the
                                 Company's and its affiliates' customers,
                                 services, processes, costs, operations and
                                 methods, whether past, current or planned, as
                                 well as knowledge and data relating to business
                                 plans, marketing and sales information
                                 originated, owned, controlled or possessed by
                                 the Company or its affiliates; and

                      (ii)       information regarding litigation and pending
                                 litigation involving or affecting the Company
                                 or its affiliates.

           (3)        To the extent that the Participant obtains information on
                      behalf of the Company or any of its affiliates that may be
                      subject to attorney-client privilege as to the Company's
                      or its affiliates' attorneys, the Participant shall take
                      reasonable steps to maintain the confidentiality of such
                      information and to preserve such privilege.

           (4)        The Participant agrees that effective with the date of
                      termination, the Participant will deliver to the Company
                      all papers, books, manuals, lists, correspondence,
                      documents, computer programs, computer spreadsheets, data
                      captured on machine-readable media, and other material
                      containing or relating to the Confidential Information,
                      together with all copies thereof, that are in the
                      Participant's possession or control, other than such
                      materials as shall be necessary to permit the Participant
                      to prepare the Participant's tax returns.

           (5)        Nothing in this Section 6.2 shall be construed so as to
                      prevent the Participant from using, in connection with his
                      employment for himself or an employer other than the
                      Company or any of its affiliates, knowledge that was
                      acquired by Participant during the course of his
                      employment with the Company and its affiliates, and which
                      is generally known to persons of his experience in other
                      companies in the same industry.

         6.3 NONCOMPETITION. Each Participant who holds the position of Director
or higher as of the date of a Change of Control, and who becomes eligible for a
Severance Benefit under Section 5.5, agrees as further consideration for such
benefit that, for a period of one (1) year after the date of termination, the
Participant shall not be employed by, or otherwise engage or be interested in,
any business which is competitive with any business of the Company or of any of
its subsidiaries in which the Participant was engaged during

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<PAGE>   13
his employment prior to his termination, but this restriction shall apply only
if such employment or activity is likely to cause, or causes, serious damage to
the Company or any of its subsidiaries.


                                    SECTION 7

                                   ENFORCEMENT

           7.1 ARBITRATION OF DISPUTES. All claims arising out of or relating to
this Plan shall be settled by arbitration in the city in which the principal
executive offices of the Participant's Employer are located (disregarding any
transfer of such offices after a Change in Control), by three arbitrators, one
of whom shall be appointed by the Company, one by the Participant and the third
of whom shall be appointed by the first two arbitrators. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the Chief Judge of the United States
District Court for such location. Each party shall pay the fees and expenses of
the arbitrator appointed by it and one-half of the fees and expenses of the
third arbitrator. The arbitration shall be conducted in accordance with the
rules of the American Arbitration Association, except with respect to the
selection of arbitrators which shall be as provided in this Section. The
decision of the arbitrators shall be final and binding and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.

           7.2 REIMBURSEMENT OF COSTS AND EXPENSES. In the event that it shall
be necessary or desirable for a Participant to retain legal counsel or incur
other costs and expenses in connection with enforcement of rights under the
Plan, the Employer shall pay (or the Participant shall be entitled to recover
from the Employer, as the case may be) reasonable attorneys' fees and costs and
expenses in connection with enforcement of such rights (including the
enforcement of any arbitration award in court) to the extent determined by the
arbitrators.


                                    SECTION 8

                            AMENDMENT OR TERMINATION

           8.1 AMENDMENT AND TERMINATION. Subject to the provisions of Section
8.2:

           (1)        The Company's Vice President - Human Resources, or such
                      other officer of the Company as may from time to time be
                      primarily responsible for human resource matters, may,
                      with the concurrence of the Company's Vice President and
                      General Counsel, make minor or administrative written
                      amendments to the Plan;

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<PAGE>   14
           (2)        the Board of Directors of any Employer may terminate or,
                      with the consent of the Company's Board of Directors,
                      amend the Plan in writing as applied to it at any time;

           (3)        the Company's Board of Directors may terminate the Plan as
                      applied to it or as applied to each Employer at any time;
                      and

           (4)        this Plan will automatically terminate on December 31,
                      2002 unless a Retention Event or Change of Control has
                      theretofore occurred, is then pending or circumstances
                      have arisen that could result in a Retention Event or
                      Change in Control.

         8.2 PARTICIPANT RIGHTS. No amendment or termination of the Plan which
would directly or indirectly adversely affect any Participant shall be effective
if adopted after a Retention Event or Change in Control or during the one-year
period immediately preceding the Retention Trigger Date or a Change in Control.

         8.3 SUCCESSORS. The obligations of each Employer under the Plan shall
be binding upon any assignee or successor in interest thereto. No Employer shall
merge, consolidate or combine with any other corporation, or liquidate or
dissolve, without making suitable arrangements for the payment of any benefits
which are or may become payable under the Plan.


                                    SECTION 9

                                  MISCELLANEOUS

         9.1 ADJUSTMENT FOR TAX EFFECTS. If any payments or the value of any
benefits received or to be received by the Participant under this Agreement,
after taking into account all other payments and all other benefits to which the
Participant is entitled in connection with a Change in Control or the
Participant's termination of employment, are subject to an excise tax under
Section 4999 of the Internal Revenue Code of 1986 (the "Code") or any successor
provision to that Section, the payments and benefits to which the Participant is
entitled under this Agreement shall, unless the Participant's employment
agreement with the Employer provides for tax gross-up benefits, be reduced to
the extent required to avoid such excise tax if, and only if, such reduction
would result in a larger after-tax benefit to the Participant, taking into
account all applicable local, state, federal and foreign income and excise
taxes. The Participant shall be entitled to select the order in which payments
are to be reduced in accordance with the preceding sentence. If requested by the
Participant, the Company shall provide complete compensation and tax data on a
timely basis to the Participant and to tax counsel designated by the Participant
in order to enable the Participant to determine the extent to which such
payments and benefits may result in an excise tax, and the Company shall
reimburse the Participant for any reasonable fees and expenses incurred by the
Participant for such purpose. If the Participant and the Company shall disagree
as to whether a payment or benefit under this

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<PAGE>   15
Agreement will result in an excise tax or whether a reduction in any payment or
benefit will result in a larger after-tax benefit to the Participant, the matter
shall be resolved by an opinion of tax counsel chosen by the Participant. The
Company shall pay the fees and expenses of such tax counsel, and shall make
available such information as may be reasonably requested by such advisor to
prepare the opinion. If, by reason of the adjustments under this section, the
amount payable to the Participant cannot be determined prior to the due date for
such payment, the Company shall pay on the due date the minimum amount which it
in good faith determines to be payable and the Company shall pay the remaining
amount (or the Participant shall repay any excess), with interest at a rate,
compounded semi-annually, equal to 120% of the applicable Federal rate
determined under Section 1274(d) of the Code, as soon as such remaining amount
is determined in accordance with this Section.

         9.2 MITIGATION AND SET-OFF. No Participant shall be required to
mitigate the amount of any payment provided for in this Plan by seeking other
employment or otherwise. Subject to Section 6, above, the Employers shall not be
entitled to set off against the amounts payable to any Participant under this
Plan any amounts owed to the Employers by the Participant, any amounts earned by
the Participant in other employment after termination of the Participant's
employment with the Employer, or any amount which might have been earned by the
Participant in other employment had he sought such other employment.

         9.3 NON-ALIENATION. Participants shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any amounts provided
under this Plan; and no benefits payable hereunder shall be assignable in
anticipation of payment either by voluntary or involuntary acts or by operation
of law. Nothing in this Section shall limit a Participant's rights or powers to
dispose of the Participant's property by will or limit any rights or powers
which the Participant's executor or administrator would otherwise have.

         9.4 WITHHOLDING. All payments to a Participant under this Plan will be
subject to all applicable withholding of state and federal taxes.

         9.5 SOURCE OF PAYMENTS. The obligations of the Employers under the Plan
are solely contractual, and any amount payable under the terms of the Plan shall
be paid from the general assets of the Employers or from one or more trusts, the
assets of which are subject to the claims of the Employers' general creditors.

         9.6 NOTICES. Any notice or document required to be given under the Plan
shall be considered to be given if actually delivered or mailed by certified
mail, postage prepaid, if to an Employer, to the General Counsel of the Company
at the Company's principal business address or, if to a Participant, at the last
address of such Participant filed with the Employer.

           9.7 GENDER AND NUMBER. Where the context permits, words in any gender
shall include any other gender, words in the singular shall include the plural,
and the plural shall include the singular.

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<PAGE>   16
         9.8 NO RIGHT TO EMPLOYMENT OR CONTINUATION OF RELATIONSHIP. Nothing in
this Plan shall confer upon or be construed as giving any Participant any right
to remain in the employ of an Employer. An Employer may at any time dismiss a
Participant from employment free from an liability or any claim except as
expressly provided in this Plan. No employee of any Employer shall have any
claim to be designated a Participant and there is no obligation for uniformity
of treatment of any employee of an Employer.

         9.9 GOVERNING LAW. EXCEPT AS TO MATTERS RELATING TO THE INTERNAL
AFFAIRS OF THE COMPANY WHICH SHALL BE GOVERNED BY THE DELAWARE GENERAL
CORPORATION LAW, THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS PLAN AND ANY
RULES AND REGULATIONS RELATING TO THIS PLAN SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED
TO CALL FOR PERFORMANCE IN DALLAS COUNTY, TEXAS.

         9.10 SEVERABILITY. If any provision of this Plan is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
individual Participant, or would disqualify this Plan under any law deemed
applicable by the Board, such provision shall be construed or deemed amended to
conform to applicable law, or if it cannot be construed or deemed amended
without, in the sole determination of the Board, materially altering the intent
of this Plan, such provision shall be stricken as to such jurisdiction or
Participant and the remainder of this Plan shall remain in full force and
effect.

         9.11 NO LIMITATION UPON THE RIGHTS OF THE COMPANY. This Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, or changes of its capital or business structure; to merge,
convert or consolidate; to dissolve or liquidate; or sell or transfer all or any
part of its business or assets.

         9.12 NO LIABILITY FOR GOOD FAITH DETERMINATIONS. The members of the
Board shall not be liable for any action, failure to act, omission or
determination taken or made in good faith with respect to this Plan.

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<PAGE>   17
                                    EXHIBIT A

                             PARTICIPATION AGREEMENT


           You have been designated by the Board of Directors as a Participant
in the WebLink Wireless, Inc. Key Employee Retention Plan (the "Plan") with the
following Retention Percentage and Severance Percentage:


           Name of Participant:
                                  --------------------------------------------
           Position:
                                  --------------------------------------------
           Retention Percentage:
                                  -----------------------------
           Severance Percentage:
                                  -----------------------------

           Your participation in the Plan is subject to and in accordance with
the express terms and conditions of the Plan. You agree to be bound by the terms
and conditions of the Plan, and acknowledge that you have received a copy of the
Plan.


           Dated as of
                       ----------------.




                                                      WEBLINK WIRELESS, INC.


                                                      By:
                                                              -----------------

                                                      Title:
                                                              -----------------


Participant:


-----------------------------------
Signature


-----------------------------------
Printed Name

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