exv10w28






Exhibit 10.28









USA Mobility, Inc.

2009 Short-Term Incentive Plan

(Effective January 1, 2009)





	I.	 	Effective Date. The USA Mobility, Inc. 2009 Short-Term Incentive Plan (the “Plan”)
was adopted by the Board of Directors (the “Board”) of USA Mobility, Inc., a Delaware
corporation (the “Company”), on January 6, 2009. The Plan is effective as of January 1, 2009
and supersedes and replaces all former management short-term incentive plans other than the
2008 Short-Term Incentive Plan.
	 
	II.	 	Purpose. The Plan is designed to attract, motivate, retain and
reward key employees. The Plan rewards key employees by allowing
them to receive cash bonuses based on how well the Company performs
against the performance objectives selected by the Board and set
forth in Exhibit A (the “Performance Objectives”). In order for
bonuses to be earned and paid, the Company must meet the Performance
Objectives on or before December 31, 2009. If the Performance
Objectives are not met on or before December 31, 2009, no bonuses
will be paid.
	 
	III.	 	Eligibility. Participation in the Plan is limited to those key
employees who are selected for participation in the Plan by the
Board, in its sole discretion (each such individual, a
“Participant”). Individuals selected by the Board to participate as
of January 1, 2009 are listed on Exhibit B. Newly hired or promoted
employees who are selected to participate in the Plan after January
1, 2009 but before October 1, 2009 will participate in the Plan on a
prorated basis based on the number of days worked during the
performance period after becoming bonus eligible. Employees who are
newly hired or promoted on or after October 1, 2009 will not be
eligible to participate in the Plan.
	 
	IV.	 	Target Bonus. The target bonus for each Participant is based on a
percentage of the Participant’s annual (or prorated, if applicable)
salary as of January 1, 2009 (or date of hire or promotion to an
eligible position, if later). The applicable percentage is
determined by the Compensation Committee, in its sole discretion, and
need not be identical among Participants. The earned bonus may be
greater than or less than the target bonus depending on the level at
which the Performance Objectives are attained.
	 
	V.	 	Payment of Earned Bonus.






	 	A.	 	Except as provided herein, each earned bonus under the Plan will be calculated
based on the attainment of the Performance Objectives and will be paid in a lump sum
(subject to any required withholding for income and employment taxes) after the 2009
annual audit has been completed and the Company’s annual report on Form 10K has been
filed with the Securities and Exchange Commission but in no event later than December
31, 2010.






	 	B.	 	If the Participant involuntarily Separates from Service without Cause or due to
disability or dies prior to December 31, 2009, he or she will be eligible to receive a
prorated bonus provided that the Company is on track to attain the Performance
Objectives as reasonably determined by the Compensation Committee and





 









 
















provided further that, in the event Participant involuntarily Separates from Service
without Cause, 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. The bonus will be
prorated to the date of Participant’s Separation from Service or death, calculated
as follows: one-hundred percent (100%) of a Participant’s target bonus will be
multiplied by a fraction, the numerator of which is the number of days the
Participant was continuously providing services to the Company from January 1, 2009
through the date immediately prior to the Participant’s Separation from Service or
death, and the denominator of which is 365 days. Prorated bonuses will be paid to
the Participant, or in the event of Participant’s death, the Participant’s estate,
on the sixty-fifth (65th) day following the date of Participant’s Separation from
Service or death.




For purposes of the Plan, “Separation from Service” shall have the meaning provided
in the Treasury Regulations under section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and “Separates from Service” shall have a consistent
meaning. Unless otherwise defined in an employment agreement between the
Participant and the Company, for purposes of the Plan, “Cause” means (i) dishonesty
of a material nature that relates to the performance of services for the Company by
Participants; (ii) criminal conduct (other than minor infractions and traffic
violations) that relates to the performance of services for the Company by
Participant; (iii) the Participant’s willfully breaching or failing to perform his
or her duties as an employee of the Company (other than any such failure resulting
from the Participant having a disability (as defined herein)), within a reasonable
period of time after a written demand for substantial performance is delivered to
the Participant by the Board, which demand specifically identifies the manner in
which the Board believes that the Participant has not substantially performed his
duties; or (iv) the willful engaging by the Participant in conduct that is
demonstrably and materially injurious to the Company, monetarily or otherwise. No
act or failure to act on the Participant’s part shall be deemed “willful” unless
done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that such action or omission was in the reasonable best interests
of the Company. For this purpose, “disability” 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.




	 	C.	 	Notwithstanding anything to the contrary in this Plan, no payments contemplated
by this Plan will 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 at the time indicated in paragraph B above would not cause the
Participant to incur an additional tax under Code section 409A, in which case the bonus
payment shall be paid in a lump sum on the first day following the end of the six-month
period.




 









 

















	VI.	 	Forfeiture. Any Participant whose employment is terminated for
Cause or who voluntarily Separates from Service prior to the date
bonuses are paid shall forfeit any right to receive a bonus award.
	 
	VII.	 	Administrator. The Compensation Committee of the Board shall
administer the Plan in accordance with its terms, and shall have
full discretionary power and authority to construe and interpret the
Plan; to prescribe, amend and rescind rules and regulations, terms,
and notices hereunder; and to make all other determinations
necessary or advisable in its discretion for the administration of
the Plan. Any actions of the Compensation Committee with respect to
the Plan shall be conclusive and binding upon all persons interested
in the Plan. The Compensation Committee, in its sole discretion and
on such terms and conditions as it may provide, may delegate all or
part of its authority and powers under the Plan to one or more
directors and/or officers of the Company.
	 
	VIII.	 	Amendment; Termination. The Board, in its sole discretion, without
prior notice to Participants, may amend or terminate the Plan, or
any part thereof, at any time and for any reason, to the extent such
action will not cause adverse tax consequences to a participant
under Code section 409A. Any amendment or termination must be in
writing and shall be communicated to all Participants. No award may
be granted during any period of suspension or after termination of
the Plan.
	 
	IX.	 	Miscellaneous.






	 	A.	 	No Rights as Employee. Nothing contained in this Plan or any documents
relating to this Plan shall (a) confer on a Participant any right to continue in the
employ of the Company; (b) constitute any contract or agreement of employment; or (c)
interfere in any way with the Company’s right to terminate the Participant’s employment
at any time, with or without Cause.
	 
	 	B.	 	Tax Withholding. To the extent required by applicable federal, state,
local or foreign law, the Company shall withhold all applicable taxes (including, but
not limited to, the Participant’s FICA and Social Security obligations) from any bonus
payment.
	 
	 	C.	 	Transferability. A Participant may not sell, assign, transfer or
encumber any of his or her rights under the Plan.
	 
	 	D.	 	Unsecured General Creditor. Participants (or their beneficiary) may
seek to enforce any rights or claims for payment under the Plan solely as an unsecured
general creditor of the Company.
	 
	 	E.	 	Successors. This Plan shall be binding upon and inure to the benefit
of the Company and any successor to the Company and the Participant’s heirs, executors,
administrators and legal representatives.
	 
	 	F.	 	Code Section 409A. The Plan is intended to be a nonqualified deferred
compensation plan within the meaning of Code section 409A and shall be interpreted to
meet the requirements of Code section 409A. To the extent that any provision of the
Plan would cause a conflict with the requirements of Code





 









 
















section 409A, or would cause the administration of the Plan 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.




	 	G.	 	Governing Law. All questions pertaining to the validity, construction
and administration of the Plan shall be determined in accordance with the laws of the
State of Delaware, without regard to conflicts of laws provisions.
	 
	 	H.	 	Integration. This document and each exhibit hereto represent the
entire agreement and understanding between the Company and the Participants and
supersede any and all prior agreements or understandings, whether oral or written, with
the Company relating to the subject matter covered by this Plan.
	 
	 	I.	 	Severability. In case any provision of this Plan shall be held illegal
or invalid, such illegality or invalidity shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein and shall not affect the
remaining provisions of this Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if any such illegal or invalid provision were not a part
hereof.





IN WITNESS WHEREOF, USA Mobility, Inc., by its duly authorized officer acting in accordance
with a resolution duly adopted by the Board of Directors of USA Mobility, Inc., has executed this
Plan on January 15, 2009, effective as of January 1, 2009.




	 	 	 	 	 
	 

	 	USA MOBILITY, INC.	 	 
	 
	 	 	 	 
	 

	 	 

Vincent D. Kelly, President & CEO
	 	 






 









 









Exhibit A


Performance Objectives


Operating Cash Flow (50%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Result	 	 	 	 
	 	 	(in millions)	 	Performance	 	Payout
	Over
Perform
	 	$	67.609	 	 	 	120.0	%	 	 	125.0	%
	 
	 	$	64.792	 	 	 	115.0	%	 	 	120.0	%
	 
	 	$	61.975	 	 	 	110.0	%	 	 	115.0	%
	 
	 	$	58.158	 	 	 	105.0	%	 	 	107.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Target
	 	$	56.341	 	 	 	100.0	%	 	 	100.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Under
Perform
	 	$	53.524	 	 	 	95.0	%	 	 	92.5	%
	 
	 	$	50.707	 	 	 	90.0	%	 	 	85.0	%
	 
	 	$	47.890	 	 	 	85.0	%	 	 	80.0	%
	 
	 	$	45.073	 	 	 	80.0	%	 	 	75.0	%
	 
	 	$	<45.073	 	 	 	<80.0	%	 	 	0.0	%







Healthcare Revenue (20%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Result	 	 	 	 
	 	 	(in millions)	 	Performance	 	Payout
	Over
Perform
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Target
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Under
Perform
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%







Direct Units in Service (15%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Result	 	 	 	 
	 	 	(in thousands)	 	Performance	 	Payout
	Over
Perform
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Target*
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Under
Perform
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	[***]	 	 	 	[***]	%	 	 	[***]	%







Average Revenue Per Unit (15%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Result	 	 	 	 
	 	 	(in dollars)	 	Performance	 	Payout
	Over
Perform
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Target
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Under
Perform
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%
	 
	 	$	[***]	 	 	 	[***]	%	 	 	[***]	%







 




			
	[***]	 	Means that certain confidential information has been deleted from this document and filed
separately with the Securities and Exchange Commission.