exv10w26






Exhibit 10.26




USA MOBILITY, INC.




2009 LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




          THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of
___, 2009 (the “Grant Date”), by and between USA Mobility, Inc., a Delaware corporation
(the “Company”), and                                          (the “Participant”).




RECITALS




     WHEREAS, the Company maintains the USA Mobility, Inc. Equity Incentive Plan (the “Equity
Plan”), which provides for the grant of restricted stock units to employees in accordance with the
terms and conditions of the Equity Plan; and



     WHEREAS, the Company maintains the 2009 Long Term Incentive Plan (the “LTIP”) pursuant to
which the Company desires to provide certain executives with long-term incentives to induce such
executives to continue in the employ of the Company and its Affiliates, encourage the executives’
aggressive support of the Company’s Long Range Plan, and promote the best interests of the Company
and its shareholders; and



     WHEREAS, the Compensation Committee of the Company’s Board of Directors, which administers the
Equity Plan and the LTIP, desires to grant the Participant an opportunity to earn restricted stock
units under the Equity Plan based on the Company’s success of achieving certain Performance Goals
during the Performance Period, which ends December 31, 2012, in accordance with the terms of the
LTIP; and



     WHEREAS, the Company desires to memorialize the grant of the restricted stock units to the
Participant and set forth the terms and conditions of such award, and the Participant desires to
memorialize his or her acceptance of such grant and the terms and conditions thereof, set forth in
this Agreement. All capitalized terms not defined in this Agreement shall have the meanings given
to such terms in the LTIP.



     NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



          1. Grant of Restricted Stock Unit Target Award Opportunity. Subject to the terms and
conditions set forth in this Agreement, the LTIP and the Equity Plan, the Company hereby grants the
Participant ___ Restricted Stock Units, subject to the terms, restrictions and other
conditions set forth in this Agreement and the LTIP (the “Restricted Stock Unit Target Award”).




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          2. Restricted Stock Unit Account. Each Restricted Stock Unit represents one
hypothetical share of common stock of the Company (“Common Stock”). The Restricted Stock Units
represent hypothetical shares and not actual shares of Common Stock. The Company shall establish
and maintain a Restricted Stock Unit account as a bookkeeping account on its records for the
Participant and shall record in such account the number of Restricted Stock Units granted to the
Participant. No shares of Common Stock shall be issued to the Participant at the time of grant,
and the Participant shall not be, nor have any of the rights or privileges of, a shareholder of the
Company with respect to any Restricted Stock Units recorded in the account. The Participant shall
not have any interest in any specific assets of the Company by reason of this award or the
Restricted Stock Unit account established for the Participant.




          3. Vesting. The Restricted Stock Unit Target Award shall be subject to forfeiture
until vested in accordance with the following vesting conditions, and any right to receive payment
of an Actual Award of Common Stock shall be subject to Paragraph 4 herein.





          (a) If, after the conclusion of the Performance Period, the Committee reasonably determines
that the Performance Goals have been met, the Restricted Stock Unit Target Award shall fully
vest.




          (b) In the event of a Change of Control, vesting shall be accelerated as follows provided
that the Company is on track to meet the objectives in the Company’s Long Range Plan as
reasonably determined by the Committee (as comprised immediately prior to the Change of
Control).




          (i) If a Change of Control occurs during either of the first two years of the
Performance Period, fifty percent (50%) of the Restricted Stock Unit Target Award shall
vest.




          (ii) If a Change of Control occurs during the third year of the Performance Period,
seventy-five percent (75%) of the Restricted Stock Unit Target Award shall vest.




          (iii) If a Change of Control occurs during the final year of the Performance
Period, one-hundred percent (100%) of the Restricted Stock Unit Target Award shall
become immediately and fully vested.




If the Participant’s Restricted Stock Unit Target Award is granted after January 15, 2009, the
accelerated vesting described above will apply on a prorated basis based on the number of days
Participant worked during the Performance Period. For clarity, if the Participant becomes a
participant in the LTIP in the second year of the Performance Period, accelerated vesting of
his Restricted Stock Unit Target Award (prorated as described in Paragraph 4(b), below) will
be calculated as follows: fifty percent (50%) of a Participant’s unvested Restricted Stock
Unit Target Award will be multiplied by a fraction, the numerator of which is the number of
days the Participant was a participant in the LTIP during the Performance Period, and the
denominator of which is the total number of days in the Performance Period.




          (c) The Committee, in its sole discretion, may accelerate the time at which the Restricted
Stock Unit Target Award vests provided that the Company is on track to meet the objectives in
the Company’s Long Range Plan.



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          4. Forfeiture or Pro-Ration of Restricted Stock Units.





          (a) If the Participant involuntarily Separates from Service without Cause during his or her
first year of participation in the LTIP, this Agreement shall automatically terminate and the
Restricted Unit Target Award shall be forfeited as of the date of the Participant’s Separation
from Service.




          (b) If the Participant is terminated for Cause or voluntarily Separates from Service prior
to the date Restricted Stock Units are paid, the Restricted Stock Unit Target Award (whether or
not such award is vested in accordance with Paragraph 3 herein) shall automatically terminate
and shall be forfeited as of the date of the Participant’s Separation from Service.




          (c) If the Participant involuntarily Separates from Service without Cause or due to
disability (defined below) after one year from the Grant Date has elapsed, the Participant’s
Restricted Stock Unit Target Award shall be pro-rated to the date of Separation from Service as
follows: one-hundred percent (100%) of the Restricted Stock Units granted herein will be
multiplied by a fraction, the numerator of which is the number of days the Participant was
continuously providing services to the Company during the Performance Period through the date
immediately prior to the Participant’s Separation from Service, and the denominator of which is
the total number of days in the Performance Period. Prorated awards will be paid to the
Participant at the time provided in Paragraph 5 provided that, in the event Participant
involuntarily Separates from Service without Cause or due to disability, he or she has executed
a release, any waiting period in connection with such release has expired, he or she has not
exercised any rights to revoke the release and he or she has followed any other applicable and
customary termination procedures, as determined by the Company in its sole discretion. For
clarity, “disability” as used herein means a condition or circumstance such that the Participant
has become totally and permanently disabled as defined or described in the Company’s long term
disability benefit plan applicable to executive officers as in effect at the time the
Participant incurs a disability.




          (d) No payment shall be made with respect to the Restricted Stock Units that are forfeited
in accordance with this Paragraph 4 and the Participant will have no further rights under this
Agreement with respect to any Restricted Stock Units that are forfeited.



          5. Payment of Restricted Stock Units. Vested Restricted Stock Units, if any, shall be
converted into an equivalent number of shares of Common Stock and shall be paid to the Participant
on or after the third business day after the Company’s annual audit for fiscal year 2012 has been
completed and the Company’s fiscal year 2012 annual report on Form 10-K has been filed with the
Securities and Exchange Commission, but in no event later than December 31, 2013, subject to the
six-month delay described in Paragraph 14(b), if applicable. Notwithstanding the preceding
sentence, in the event of a Participant’s death, the Participant’s estate will be eligible to
receive an amount not greater than one-hundred percent (100%) of the Restricted Stock Unit Target
Award, prorated to reflect the number of days he or she worked during the Performance Period, and
such amount, which will be determined in the Committee’s sole discretion, will be paid in the year
following Participant’s death.





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For clarity, awards that are prorated due to a Participant’s death will be calculated as follows:
one-hundred percent (100%) or such lesser percentage, as determined in the sole discretion of the
Committee, of the Restricted Stock Unit Target Award will be multiplied by a fraction, the
numerator of which is the number of days the Participant was continuously providing services to the
Company during the Performance Period through the date immediately prior to the Participant’s
death, and the denominator of which is the total number of days in the Performance Period.




          6. Dividend Equivalents. Until such time as the Restricted Stock Unit Target Award is
paid or forfeited, dividend equivalents shall accrue on a cash basis with respect to the Restricted
Stock Unit Target Award on each payment date for a cash dividend or cash distribution (regular or
otherwise) paid by the Company on its shares of Common Stock during the Performance Period.
Dividend equivalents shall accrue interest until paid, which will be calculated monthly based on
the rate of interest paid on the Company’s cash investment account in which the dividend
equivalents are held; provided, however that the Committee, in its discretion, may change the
account with respect to which interest is determined. All dividend equivalents and interest shall
be subject to the same vesting and other restrictions and payment terms as apply to the Restricted
Stock Unit Target Award with respect to which the dividend equivalents are paid. Dividend
equivalents and interest shall be paid in cash at the time provided in Paragraph 5. The
Participant shall not be entitled to receive actual dividends in respect of the Restricted Stock
Unit Target Award prior to the issuance of shares of Common Stock in payment thereof.




          7. Grant Subject to Equity Plan Provisions; Conditions on Issuance of Shares. 




          (a) This grant is made pursuant to the Equity Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the Equity Plan. The
grant and payment of the Restricted Stock Units are subject to interpretations, regulations and
determinations concerning the Equity Plan established from time to time by the Committee in
accordance with the provisions of the Equity Plan, including, but not limited to, provisions
pertaining to (i) the registration, qualification or listing of the shares, (ii) changes in
capitalization of the Company and (iii) other requirements of applicable law. The Committee shall
have the authority to interpret and construe this Agreement pursuant to the terms of the Equity
Plan, and its decisions shall be conclusive as to any questions arising hereunder.




          (b) The obligation of the Company to deliver shares of Common Stock shall also be subject to
the condition that if at any time the Committee shall determine in its discretion that the listing,
registration or qualification of the Common Stock upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of Common Stock, the Common Stock may
not be issued in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the
Committee.




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          (c) The issuance of Common Stock to the Participant pursuant to this Agreement is subject to
any applicable taxes and other laws or regulations of the United States or of any state having
jurisdiction thereof. The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock pursuant to this Agreement prior to the payment by the Participant
(or prior to arrangements made by the Participant to pay which shall be satisfactory to the
Company) all amounts which, under federal, state or local tax law, the Company (or other employer
corporation) is required to withhold upon issuance of Common Stock.




          8. Tax Withholding. The Company shall notify the Participant of the amount of tax
which must be withheld by the Company under all applicable federal, state and local tax laws. The
Participant agrees to make arrangements satisfactory to the Company to provide for the payment of,
any federal, state, local or other taxes that the Company is required to withhold with respect to
the Restricted Stock Units and any accrued dividend equivalents. The Committee may permit a
Participant to satisfy all or part of his or her tax withholding obligations by having the Company
withhold an amount from any cash amounts otherwise due or to become due from the Company to the
Participant or by having the Company withhold a number of shares of Common Stock that become vested
having a fair market value equal to the tax withholding obligations. The fair market value of the
shares to be withheld or delivered will be determined as of the date that the taxes are required to
be withheld.




          9. No Right to Continued Employment. Nothing in this Agreement or in the LTIP or
Equity Plan shall confer upon the Participant any right to continue in the employment or other
service of the Company or any Affiliate or shall interfere with or restrict in any way the rights
of the Company or any Affiliate, which are hereby expressly reserved, to discharge the Participant
at any time for any reasons whatsoever, with or without cause.




          10. No Shareholder Rights. Neither the Participant, nor any person entitled to
receive payment in the event of the Participant’s death, shall have any of the rights and
privileges of a shareholder with respect to shares of Common Stock, until certificates for shares
have been issued upon payment of the Restricted Stock Units.




          11. NonTransferability. The rights and interests of the Participant under this
Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
except, in the event of the death of the Participant, by will or by the laws of descent and
distribution. Common Stock covered by each Restricted Stock Unit granted under this Agreement
shall become freely transferable by the Participant (subject to the registration requirements for
transfers of securities under the Securities Act of 1933) after the payment of vested Restricted
Stock Units pursuant to Paragraph 5.




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          12. Adjustments. If the outstanding shares of the Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number of kind of shares or
securities of the Company through (a) a distribution or payment of a dividend on the Common Stock
in shares of Common Stock, (b) subdivision of reclassification, in a stock split or similar
transaction, of the outstanding shares of Common Stock into a greater number of shares, (c)
combination or reclassification of, in a reverse stock split or similar transaction, the
outstanding shares of Common Stock into a lesser number of shares, or (d) issuance of any shares of
capital stock by reclassification of the Common Stock, then an appropriate and proportionate
adjustment shall be made in the number and kind of Restricted Stock Units. Adjustments shall be
made by the Board, whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.




          13. Administration. The Committee shall have the power to (a) interpret this
Agreement; (b) adopt such rules for the administration, interpretation and application of this
Agreement as are consistent therewith; (c) interpret, amend or revoke any such rules; and (d) at
its sole discretion, accelerate the time when the restrictions on the Restricted Stock Units shall
lapse. All actions taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon the Participant, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action, determination or
interpretation with respect to the Restricted Stock Unit Target Award.




          14. Section 409A. 




          (a) This Agreement is intended, and shall be interpreted, to meet the requirements of Code
section 409A and the regulations issued thereunder. To the extent that any provision of this
Agreement would cause a conflict with the requirements of Code section 409A, or would cause the
administration of the Agreement to fail to satisfy Code section 409A, such provision shall be
deemed null and void to the extent permitted by applicable law. Nothing herein shall be construed
as a guarantee of any particular tax treatment to a Participant.




          (b) Notwithstanding anything in this Agreement or the LTIP to the contrary, Vested Restricted
Stock Units shall not be paid during the six-month period following a Participant’s Separation from
Service unless the Company determines, in its good faith judgment, that paying such amounts would
not cause the Participant to incur an additional tax under Code section 409A, in which case the
Restricted Stock Units shall be paid during the first month following the end of the six-month
period.




          15. Unsecured General Creditor. The Company’s obligation hereunder shall constitute a
general, unsecured obligation, payable solely out of its general assets, and the Participant shall
have no right to any specific assets of the Company.




          16. Miscellaneous.




          (a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.




          (b) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.




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          (c) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Delaware, without regard to conflict of law principles.




          (d) This Agreement constitutes the entire agreement between the parties hereto with respect to
the transactions contemplated herein.




          (e) Except as otherwise herein provided, this Agreement shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns, and of the Participant and the
Participant’s personal representatives.




          By accepting the grant of the Restricted Stock Units under this Agreement, the Participant
hereby agrees to be bound by the terms and conditions of the LTIP and this Agreement, a copy of
which is attached. The payment of any award hereunder is expressly conditioned upon the terms and
conditions of the LTIP and this Agreement.




[signature page follows]




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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.




	 	 	 	 	 	 	 
	 	 	USA MOBILITY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 






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