<PAGE>   1
                                                                  EXHIBIT 10.19

                              PAGING NETWORK, INC.

                           1997 RESTRICTED STOCK PLAN

1.   PURPOSE

     The purpose of this Plan is to offer senior management the opportunity of
the Paging Network, Inc. and its Affiliates to (i) increase their ownership of
shares of stock in the Company, (ii) participate in the stockholder value which
has been created, and (iii) have a mutuality of interest with other
stockholders.

2.   DEFINITIONS

     For the purposes of the Plan, the following terms shall have the meanings
set forth below:

     2.1. Affiliate means any corporation in which the Company, directly or
indirectly, has a significant equity interest, by vote or value.

     2.2. Award means the grant or sale pursuant to the Plan of Restricted
Stock or Stock Grants.

     2.3. Board means the Board of Directors of the Company.

     2.4. Code means the federal Internal Revenue Code of 1986, as amended from
time to time, or any statute successor thereto, and any regulations issued from
time to time thereunder.

     2.5. Committee means the Stock Option/Compensation Committee of the Board.

     2.6. Company means Paging Network, Inc., a corporation organized under the
laws of the State of Delaware.

     2.7. Participant means an employee to whom an Award shall have been
granted under the Plan.

     2.8. Plan means this 1997 Restricted Stock Plan of the Company, as amended
from time to time.

     2.9. Restricted Stock means an Award pursuant to Section 7 below of shares
of Stock subject to restrictions or other forfeiture conditions.

     2.10. Restriction Period has the meaning assigned such term in Section
7.3(e).

     2.11. Stock means Common Stock, par value $.01 per share, of the Company.


<PAGE>   2


                                     - 2 -

     2.12. Stock Grant means an Award pursuant to Section 8 below of shares of
Stock not subject to restrictions or other forfeiture conditions.

3.   TERM OF THE PLAN

     Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted hereunder at any time in the period commencing on the approval
of the Plan by the Board and ending on the tenth anniversary of the earlier of
the adoption of the Plan by the Board or approval of the Plan by the Company's
stockholders. Awards granted pursuant to the Plan within such period shall not
expire solely by reason of the termination of the Plan. Awards granted prior to
stockholder approval of the Plan shall be conditioned upon receipt of such
approval, and shall be void ab initio in the event such approval is not
received within twelve months of the Board's adoption of the Plan.

4.   STOCK SUBJECT TO THE PLAN

          (a) Aggregate Limit On Awards. At no time shall the number of shares
of Stock issued pursuant to or subject to Awards granted under the Plan exceed
300,000 shares, subject, however, to the provisions of subsection (b) below.
Such shares may be either authorized but unissued shares or shares held by the
Company in its treasury. The Company shall at all times reserve and make
available sufficient number of shares to meet the requirements of the Plan,
provided that following termination of the Plan, the number of shares reserved
need not exceed the number of Shares issued under Awards outstanding from time
to time thereafter. Shares reacquired by the Company as a result of forfeiture
of Awards shall again be available for use under subsequent Awards under the
Plan.

          (b) Other Adjustment. In the event of any merger, reorganization,
consolidation, recapitalization, Stock dividend, or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the character and aggregate number of shares reserved for issuance under the
Plan, and in the number of shares subject to stock based Awards granted under
the Plan, as may be determined to be appropriate by the Committee, provided
that the number of shares subject to any Award shall always be a whole number.

5.   ADMINISTRATION

     The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee shall have complete authority, in its sole
discretion, to make or to select the manner of making any and all
determinations required for the operation of the Plan, and without limiting the
generality of the foregoing, shall have the authority to

          (a) grant to eligible individuals, pursuant to the terms of the Plan,
Restricted Stock and Stock Grants;

          (b) determine whether and to what extent Restricted Stock and Stock
Grants or any combination thereof, are to be granted hereunder;


<PAGE>   3


                                     - 3 -

          (c) determine the number of shares of Stock to be covered by each
Award;

          (d) determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award (which need not be identical in every case),
including, but not limited to, the share price and any restriction or
limitation, or any vesting acceleration or forfeiture waiver regarding any
Award and the shares of Stock relating thereto, based on such factors as the
Committee shall determine.

     In making such determinations, the Committee may take into account the
nature of the services rendered by the respective employees, their present and
potential contributions to the success of the Company and its Affiliates, and
such other factors as the Committee in its discretion shall deem relevant.
Subject to the provisions of the Plan, the Committee shall also have complete
authority, in its sole discretion, to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, to determine the terms and
provisions of any Award issued under the Plan (and any agreements relating
thereto), to resolve all disputes arising under the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations shall be conclusive, final and binding upon all
persons having or claiming any interest in the Plan or in any Award pursuant to
the Plan.

6.   ELIGIBILITY

     Awards may be granted under the Plan to this Company's chairman and its
president, and to officers of the Company and its Affiliates in the following
classes: (i) executive, senior and corporate vice presidents, (ii) regional
presidents, and (iii) officers with authority over any of the preceding classes
of officers. In addition, the Committee may in its sole discretion also grant
Awards to other key employees of the Company and its Affiliates.

7.   RESTRICTED STOCK

     7.1. Provision for Grant. Shares of Stock may be issued either alone or in
addition to other Awards granted under the Plan at such price, if any, as the
Committee may determine. The Committee shall condition the grant of Restricted
Stock upon the completion of additional service, attainment of specified
performance goals or such other factors as the Committee may determine.

     7.2. Awards and Certificates. The prospective recipient of a Restricted
Stock Award shall not have any rights with respect to such Award, unless and
until such recipient has executed an agreement evidencing the Award, has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such Award.

     7.3. Additional Terms and Conditions. Grants of Restricted Stock may be
made under the following additional terms and conditions:


<PAGE>   4


                                     - 4 -

          (a) Purchase Price. Shares of Restricted Stock shall be issued under
the Plan for such consideration, in cash, other property or services, as is
determined by the Committee.

          (b) Acceptance of Awards. Awards of Restricted Stock must be accepted
within a period of 60 days (or such shorter period as the Committee may specify
at grant) after the Award date, by executing a Restricted Stock Award agreement
and paying whatever price (if any) is required pursuant to the terms of the
Award.

          (c) Issuance of Certificates. Each Participant receiving a Restricted
Stock Award, subject to subsection (d) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

     The transferability of this certificate and the shares represented by this
     certificate are subject to the terms and conditions of the Paging Network,
     Inc. 1997 Restricted Stock Plan and a Restricted Stock Grant Agreement
     entered into by the registered owner and Paging Network, Inc. Copies of
     such Plan and Agreement are on file in the offices of Paging Network, Inc.
     at 4965 Preston Park Boulevard, Plano, TX 75093.

          (d) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent until the restrictions thereon shall have lapsed, and
that the Participant deliver a stock power, endorsed in blank, relating to the
Stock covered by such Award.

          (e) Transferability. Subject to the provisions of this Plan and the
Award agreement, during the period set by the Committee commencing with the
date of such Award (the "Restriction Period"), the Participant may not sell,
transfer, pledge, assign or otherwise encumber shares of Restricted Stock
awarded under the Plan. The Committee may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part, based on service, performance and/or such other factors or
criteria as the Committee may determine.

          (f) Rights Pending Lapse of Restrictions or Forfeiture of Award.
Except as provided in this subsection (f) and subsection (e) above, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a stockholder of the Company, including the right to vote the
shares, and the right to receive any cash dividends. The Committee, as
determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock to the extent shares are available under Section 4.

          (g) Effect of Termination Of Employment Or Association. Unless
otherwise determined by the Committee at grant and subject to the applicable
provisions of the Award agreement and this Section 7, upon termination of a
Participant's employment or


<PAGE>   5


                                     - 5 -

other association with the Company and its Affiliates for any reason during the
Restriction Period, all shares still subject to restriction shall be subject to
return to the Company; provided, however, that military or sick leave shall not
be deemed a termination of employment or other association, if it does not
exceed the longer of 90 days or the period during which the absent optionee's
reemployment rights, if any, are guaranteed by statute or by contract.

          (h) Lapse of Restrictions. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock subject to such Restriction
Period, the certificates for such shares shall be delivered to the Participant
promptly if not theretofore so delivered.

8.   STOCK GRANTS

     In recognition of significant contributions to the success of the Company
or its Affiliates, in lieu of compensation otherwise already due and in such
other limited circumstances as the Committee deems appropriate, shares of Stock
may be issued either alone or in addition to other stock or cash-based Awards
granted under the Plan at such price, if any, as the Committee may determine.
Stock Grant Awards shall be made without forfeiture conditions of any kind and
otherwise pursuant to such terms and conditions as the Committee may determine.

9.   TERMINATION AND AMENDMENT OF THE PLAN AND AWARDS

     The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. No termination or amendment of the Plan
may, without the consent of the Participant to whom any Award shall theretofore
have been granted, adversely affect the rights of such Participant under such
Award.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights
of any Participant without the Participant's consent.

10.  MISCELLANEOUS PROVISIONS

     10.1. Adoption of Other Plans. Nothing contained in this Plan shall
prevent the Board of Directors from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

     10.2. Payments on Death. The Committee shall establish such procedures as
it deems appropriate for a Participant to designate a beneficiary to whom any
amounts payable in the event of the Participant's death are to be paid.

     10.3. Tax Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the Participant for federal income
tax purposes with respect


<PAGE>   6


                                     - 6 -

to any Award, the Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, or
local taxes of any kind required by law to be withheld (whether so required to
secure an otherwise available tax deduction or otherwise) with respect to such
amount. If authorized by the Committee at the grant of an Award, the minimum
required withholding obligations may be settled with Stock, including Stock
that is part of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
the Participant.

     10.4. Limitation of Rights in Stock. No Participant shall not be deemed
for any purpose to be a stockholder of the Company with respect to any of the
shares of Stock covered by an Award, except to the extent any payment required
therefore shall have been received by the Company and a certificate shall have
been issued therefore and delivered to the Participant or his or her agent (or,
in the case of Restricted Stock, any designated escrow agent). Any Stock issued
pursuant to an Award shall be subject to all restrictions upon the transfer
thereof which may be now or hereafter imposed by the Certificate of
Incorporation and By-laws of the Company.

     10.5. No Special Employment or Other Rights. Nothing contained in the Plan
or in any Award shall confer upon any Participant any right with respect to the
continuation of his or her employment or other association with the Company (or
any Affiliate), or interfere in any way with the right of the Company (or any
Affiliate), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease the compensation of the Participant from the rate in existence at
the time of the grant of an Award under the Plan.

     10.6. Notices and Other Communications. Any notice, demand, request or
other communication hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person or duly sent by first
class registered, certified or overnight mail, postage prepaid, or telecopied
with a confirmation copy by regular, certified or overnight mail, addressed or
telecopied, as the case may be, (i) if to the Executive or any other party, at
his or her address as last provided to the Company and (ii) if to the Company,
at 4965 Preston Park Boulevard, Plano, TX 75093, Attention: Senior Vice
President-Finance, Telecopier: (972)-985-6551, or to such other address or
telecopier number, as the case may be, as the addressee may have, after the
date of this Agreement, designated by notice to the addressor. All such
notices, requests, demands and other communications shall be deemed to have
been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; and
(iii) in the case of facsimile transmission, when confirmed by facsimile
machine report.




<PAGE>   7


                                     - 7 -

     10.7. Governing Law. The Plan and all Awards and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Texas, without regard to the conflict of laws principles thereof.