exv10w11



 







Exhibit 10.11









December 14, 2005




Mark Garzone

19680 Stanford Hall Place

Ashburn, Virginia 20147




Dear Mark:


We are pleased to offer you the position of Executive Vice President of Marketing for USA Mobility,
Inc. In this role you will be responsible for providing leadership and oversight to the marketing
and business development function for USA Mobility. The EVP of Marketing will be an integral member
of the senior management team (i.e., similar to the COO, CFO, EVP of Sales, and General Counsel)
and will participate in regular senior management meetings, planning sessions, board presentations
and strategic initiatives.




     The overall responsibilities include, but are not limited to:




	•	 	Create, articulate and implement a clear, comprehensive and effective marketing
message/vision to both existing and potential customers, as well to as to the overall marketplace and the internal
organization.
	 
	•	 	Develop and implement a marketing approach which maximizes top and bottom-line performance,
and has the full support of key constituencies, both inside and outside the company.
	 
	•	 	Play the role of ‘champion’ of the customer and be the Company’s most influential voice with
respect to marketing issues including product development, distribution, pricing, and branding.
This will include providing counsel to other senior executives and the Board of Directors.
	 
	•	 	Enhance brand equity for the company and its products, services, and channels of
distribution through best-in-class marketing programs and initiatives.
	 
	•	 	Develop strategic alliances and co-branding opportunities to leverage the existing network
through product/service branding within high potential market segment.
	 
	•	 	Work closely with sales and customer service to help improve the customer experience and
thereby drive improved customer retention.
	 
	•	 	Identify and develop new market segments or industry verticals with tailored
products and programs.
	 
	•	 	Enhance/build a sophisticated direct marketing effort with a world class database and
use it for customer or market information.
	 
	•	 	Improve the database and its information so that it is a better tool enabling the sales and
marketing teams to work more productively together.




 









 






	•	 	Lead the product development process —identifying new products, service and venture
opportunities which can be leveraged through the optimal positioning and pricing of various industry
characteristics.
	 
	•	 	Direct the necessary research and critical analyses to continually monitor the Company’s market
position, competitive movements, pricing policies, customer trends, and other forces which impact
the organization.
	 
	•	 	Implement performance metrics to evaluate marketing initiatives.
	 
	•	 	Provide strategic direction and leadership to cross functional peers in the business both internally
and externally.
	 
	•	 	Recruit, train, coach, mentor, inspire, lead and manage a world class marketing organization.




This position will report to the Chief Executive Officer for USA Mobility and will work closely
with the other members of executive management to achieve our goals. The terms of this offer are
outlined below.



1) Base Salary:$9,615.38 paid biweekly ($250,000 annually)



2) Bonus: up to 75% of base salary payable annually in accordance with USA
Mobility policy. Bonus payment will be based upon accomplishment of pre-determined goals and objectives, as
set and agreed upon by the Board of Directors of USA Mobility.



3) Benefits: Company health, dental, vision plans and 401(k) participation will be
available on the same terms as made available to other USA Mobility employees. The Benefits Booklet
enclosed provides details on the company’s plans, eligibility requirements and related costs
and benefits.



4) Vacation: You will accrue vacation each pay period at a rate equal to four
weeks per year and may begin taking vacation following the first 90 days of employment.



5) Expenses: Business related expenses including travel, lodging, meals and
incidentals (i.e., telephone expenses) associated with work-related travel, will be reimbursed, following the
submission of receipts consistent with USA Mobility policy.



6) Severance: Should USA Mobility, in its sole discretion, terminate you for any
reason other than “Cause”, as defined in the USA Mobility Severance Benefits Plan (the “USA Mobility
Severance Plan”), you will become eligible for a severance benefit subject to your
compliance with paragraph 10 below. This severance benefit will be calculated based upon your hire date
at USA Mobility with continuous service through the date of termination. The amount of
severance shall reflect the terms and conditions contained in the USA Mobility Severance
Plan, or any successor severance plan of USA Mobility, and shall apply to the severance payments
set forth in this paragraph 6, including, but not limited to, the requirement that you execute a
valid severance and release agreement in effect at the time of your termination. Any capitalized
terms not defined herein shall have the meanings set forth under the USA Mobility Severance Plan
or any successor severance plan of USA Mobility.



7) Equity Incentive Package: You will have meaningful participation in the
Board/Management equity incentive program at a level below the CEO, but on a par with the
CFO, COO, EVP of Sales, and General Counsel, for the 2006 calendar year. A recommendation


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 will be made to the Board of Directors to approve your participation in the plan expected
to be approved at the February Board Meeting.



9) Non-Competition, Non-Solicitation & Release: You must agree to not compete with
USA Mobility by working for any competitor which earns the majority of its revenue from
providing paging services or divulge trade secrets or confidential information, including customer
information, for the period of one year following termination of employment. You will be
expected to sign confidentiality agreements from time to time to protect the Company’s
confidential information that may exceed the one year period following termination for any
reason. In addition, you must agree not to solicit employees of USA Mobility for employment
for the same one year period. Further, you must agree to release USA Mobility from any
liability that might arise from your employment or termination consistent with the terms set
forth in the severance agreement and release in effect at that time.



10) At Will Employment: Employment with USA Mobility will be “at will” and, thus,
may be terminated at any time by USA Mobility.



11) Governing Law: The terms of this letter agreement shall be governed by the laws
of the Commonwealth of Virginia.



This employment offer is contingent upon completion of USA Mobility’s pre-employment requirements
including submission of a completed employment application, successful completion of a drug test
within 48 hours of the extension of this offer and a satisfactory background check. For assistance
and instructions on the completion of these requirements, please contact Bonnie Culp, SVP, Human
Resources at 703-660-6677, x 6109.



Please sign and return one copy of this letter indicating your acceptance of this employment offer.
As we discussed, we’d like you to officially join our staff on or before Monday, January 16, 2006.
Mark, we are excited about our future and look forward to you becoming a part of the USA Mobility
Leadership Team!




Sincerely,









Vincent D. Kelly

President and CEO

USA Mobility, Inc.










Accepted:




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/  Mark Garzone
	 	12/19/05	 	 
	 

	 	 	 	 
	Mark Garzone

	 	Date
	 	 






cc: Human Resources, Personnel File





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