Exhibit







Exhibit 10.14
Spok Holdings, Inc. 
2018 Short-Term Incentive Plan
(Effective January 1, 2018)
		
	I.
	Effective Date.  The 2018 Short-Term Incentive Plan (the “Plan”) for Spok Holdings, Inc., was adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Spok Holdings, Inc., (the “Parent” or the “Company”), a Delaware corporation for the employees of Spok, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Parent (“Spok”) on December 12, 2017.  The Plan is effective as of January 1, 2018 and supersedes and replaces all former management short-term incentive plans, including the Spok Holdings, Inc., 2017 Short-Term Incentive Plan. 


		
	II.
	Purpose.  The Plan is designed to attract, motivate, retain and reward key employees for their performance during the calendar year, from January 1 through December 31, 2018 (the “Performance Period”).  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 Compensation Committee and set forth in Exhibit A (the “Performance Objectives”), as may be adjusted by the Compensation Committee in the event of a Change of Control or other corporate reorganization, merger, similar transaction, to take into account extraordinary events or as the Compensation Committee determines is in the best interests of the Company.  In order for bonuses to be earned, the Company must meet the quantitative Performance Objectives, representing 60% of the Plan, as outlined in Exhibit A on December 31, 2018, and the Management by Objective criteria, representing 40% of the Plan, as outlined in Exhibit A by the completion of our 2018 annual audit in February 2019.  Performance Objectives are based solely on the consolidated performance of the Company.  For clarity, Performance Objectives and the attainment thereof does not include revenue or expenses related to acquisitions or due diligence expenses occurring after the Effective Date of this Plan except as directed by the Compensation Committee.


		
	III.
	Eligibility.  Participation in the Plan is limited to those key employees who are selected for participation in the Plan by the Compensation Committee, in its sole discretion (each such individual, a “Participant”).  Individuals selected by the Compensation Committee to participate as of January 1, 2018 are listed on Exhibit B.  Newly hired or promoted employees, or employees who otherwise become eligible to participate, who are selected to participate in the Plan after January 1, 2018 but before October 1, 2018 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, 2018 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, 2018 (or date of hire or promotion to an eligible position, if later).   The applicable percentage is determined by the Compensation Committee with respect to executives earning $250,000 or more and by the CEO for other management 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.  




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	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 2018 annual audit of the Parent’s consolidated financial statement has been completed and the Parent’s 2018 Annual Report on Form 10-K has been filed with the Securities and Exchange Commission but in no event later than December 31, 2019.


		
	b.
	If the Participant involuntarily Separates from Service without Cause or due to disability or dies prior to December 31, 2018, 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 Parent 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, 2018 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.  


		
	i.
	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 Parent or 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 Compensation Committee, which demand specifically identifies the manner in which the Compensation Committee 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 Parent, Company or an Affiliate, 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 Parent, Company and Affiliates.  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 Parent’s long term disability benefit plan applicable to executive officers as in effect at the time the Participant incurs a disability. 






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	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 (a)(2)(B)(i), in which case the bonus payment shall be paid in a lump sum on the first day of the seventh month following the Participant’s Separation from Service. 


		
	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.
	Clawback.  The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.


		
	VIII.
	Administrator.  The Compensation Committee 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 Parent or the Company.  


		
	IX.
	Amendment; Termination.  The Compensation Committee, in its sole discretion, without prior notice to Participants, may amend or terminate the Plan, or any part thereof, including the Performance Objectives as described in Section II, 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.  


		
	X.
	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 Parent or Spok.


		
	e.
	Successors.  This Plan shall be binding upon and inure to the benefit of the Parent, Company and any successor to the Company and the Participant’s heirs, executors, administrators and legal representatives. 






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	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 law 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.  


[Execution page follows]




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IN WITNESS WHEREOF, Spok Holdings, Inc., by its duly authorized officer acting in accordance with a resolution duly adopted by the Compensation Committee of the Board of Directors of Spok Holdings, Inc., has executed this Plan for the benefit of employees of Spok Holdings, Inc. and subsidiaries, effective as of January 1, 2018.  
SPOK HOLDINGS, INC. 


/s/ Vincent D. Kelly                                              
Vincent D. Kelly, President & CEO










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Exhibit A
Performance Objectives


60% of the STIP will be driven by quantitative measures: 
		
	◦
	Wireless Revenue (10%), Software Revenue (10%), Operations Bookings (25%), and Operating/Capital Expenses (15%).


		
	•
	40% of the STIP will be driven through Management by Objective (“MBO”) related to CCP Development.


		
	◦
	“By the time the 2018 audit is complete (i.e. February 2019), management will certify to the Compensation Committee that the Care Connect Platform is now ready for commercial deployment and includes the nursing workflows previously agreed with the Committee.”




Spok 2018 Short Term Incentive Plan (STIP) Payout Scale 
Based on LRP_17
	
									
	Wireless Revenue (10%)
	 
	Software Revenue (10%)

	($ in millions)
	 
	($ in millions)

	 
	Result
	Performance
	Payout
	 
	 
	Result
	Performance
	Payout

	 
	$99.863
	110.0%
	130.0%
	 
	 
	$86.893
	110.0%
	130.0%

	Over
	$95.324
	105.0%
	120.0%
	 
	Over
	$82.943
	105.0%
	120.0%

	Perform
	$93.054
	102.5%
	110.0%
	 
	Perform
	$80.968
	102.5%
	110.0%

	 
	$91.692
	101.0%
	105.0%
	 
	 
	$79.784
	101.0%
	105.0%

	Target
	$90.784
	100.0%
	100.0%
	 
	Target
	$78.994
	100.0%
	100.0%

	 
	$86.245
	95.0%
	95.0%
	 
	 
	$75.044
	95.0%
	95.0%

	Under
	$81.706
	90.0%
	90.0%
	 
	Under
	$71.094
	90.0%
	90.0%

	Perform
	$77.167
	85.0%
	85.0%
	 
	Perform
	$67.145
	85.0%
	85.0%

	 
	$72.628
	80.0%
	80.0%
	 
	 
	$63.195
	80.0%
	80.0%

	 
	<$72.628
	<80.0%
	0.0%
	 
	 
	<$63.195
	<80.0%
	0.0%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Operating and Capital Expenses (15%)
	 
	Operations Bookings (25%)

	($ in millions)
	 
	($ in millions)

	 
	Result
	Performance
	Payout
	 
	 
	Result
	Performance
	Payout

	 
	$129.857
	80.0%
	125.0%
	 
	 
	$44.000
	110.0%
	150.0%

	Over
	$137.973
	85.0%
	120.0%
	 
	Over
	$42.000
	105.0%
	137.5%

	Perform
	$146.089
	90.0%
	115.0%
	 
	Perform
	$41.000
	102.5%
	125.0%

	 
	$154.205
	95.0%
	107.5%
	 
	 
	$40.400
	101.0%
	112.5%

	Target
	$162.321
	100.0%
	100.0%
	 
	Target
	$40.000
	100.0%
	100.0%

	 
	$170.437
	105.0%
	95.0%
	 
	 
	$38.000
	95.0%
	95.0%

	Under
	$178.553
	110.0%
	90.0%
	 
	Under
	$36.000
	90.0%
	90.0%

	Perform
	$186.669
	115.0%
	85.0%
	 
	Perform
	$34.000
	85.0%
	85.0%

	 
	$194.785
	120.0%
	80.0%
	 
	 
	$32.000
	80.0%
	80.0%

	 
	>$194.785
	>120.0%
	0.0%
	 
	 
	<$32.000
	<80.0%
	0.0%
















Exhibit B




List of Spok Participants 
(as of January 1, 2018)


	
			
	Name,
	Title
	Bonus Target as % of Base Salary

	Corporate Employee

	Executives
	 

	Kelly, Vince
	CEO*
	100%

	Goel, Hemant
	President
	100%

	Wallace, Michael
	CFO
	75%

	Saine, Tom
	CIO
	75%

	Woods, Sharon
	Corp Secretary/Treasurer
	75%

	Culp, Bonnie
	EVP, H.R. & CCO
	75%

	Soucy, Don
	EVP, Sales
	75%

	LaLonde, John
	CTO**
	75%






	
			
	Vice Presidents
	 
	 

	Costanza, Mark
	SVP, Professional Services
	45%

	Czop, Mike
	VP, Technical Operations
	35%

	DeBoer, John
	VP, Technical Engineering
	35%

	Edds, Brian
	VP, Product Strategy
	45%

	Giorgi, Vincent
	VP, Alliances
	30%

	Guyton, Nate’
	CNO
	20%

	Ling, Mick
	VP, Maintenance Revenue
	50%

	Mellin, Andrew
	CMO
	25%

	Peterman, Ted
	Controller
	35%

	Scott, Donna
	SVP, Marketing
	50%

	Van Wijk, Mathilde
	VP, Customer Support
	35%






* The Chief Executive Officer participates in the Plan pursuant to his employment agreement.
** Prorate to actual start date