exv10w20



 





Exhibit 10.20




 





USA MOBILITY, INC.




LONG TERM CASH INCENTIVE PLAN




Adopted By the Board of Directors

Upon Recommendation of the Compensation Committee

on February 1, 2006




To Be Effective As of January 1, 2006




As Amended October 30, 2007




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	SECTION 1	 	BACKGROUND, PURPOSE AND DURATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Effective Date	 	 	1	 
	 
	 	1.2	 	Purpose of the Plan	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	SECTION 2	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	“Actual Award”	 	 	1	 
	 
	 	2.2	 	“Affiliate”	 	 	1	 
	 
	 	2.3	 	“Board”	 	 	1	 
	 
	 	2.4	 	“Bonus Pool”	 	 	1	 
	 
	 	2.5	 	“Committee”	 	 	1	 
	 
	 	2.6	 	“Company”	 	 	2	 
	 
	 	2.7	 	“Disability”	 	 	2	 
	 
	 	2.8	 	“Employee”	 	 	2	 
	 
	 	2.9	 	“Participant”	 	 	2	 
	 
	 	2.10	 	“Performance Period”	 	 	2	 
	 
	 	2.11	 	“Plan”	 	 	2	 
	 
	 	2.12	 	“Target Award”	 	 	2	 
	 
	 	2.13	 	“Termination of Service”	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	SECTION 3	 	SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Selection of Participants	 	 	2	 
	 
	 	3.2	 	Determination of Target Awards	 	 	3	 
	 
	 	3.3	 	Bonus Pool	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	SECTION 4	 	PAYMENT OF AWARDS	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Right to Receive Payment	 	 	3	 
	 
	 	4.2	 	Timing of Payment	 	 	3	 
	 
	 	4.3	 	Form of Payment	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	SECTION 5	 	ADMINISTRATION	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Committee is the Administrator	 	 	3	 
	 
	 	5.2	 	Committee Authority	 	 	3	 
	 
	 	5.3	 	Decisions Binding	 	 	4	 
	 
	 	5.4	 	Delegation by the Committee	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	SECTION 6	 	GENERAL PROVISIONS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Tax Withholding	 	 	4	 
	 
	 	6.2	 	No Effect on Employment or Service	 	 	4	 
	 
	 	6.3	 	Participation	 	 	4	 
	 
	 	6.4	 	Successors	 	 	4	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	6.5	 	Beneficiary Designations	 	 	4	 
	 
	 	6.6	 	Nontransferability of Awards	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	SECTION 7	 	AMENDMENT, TERMINATION AND DURATION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	Amendment, Suspension or Termination	 	 	5	 
	 
	 	7.2	 	Duration of the Plan	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	SECTION 8	 	LEGAL CONSTRUCTION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.1	 	Gender and Number	 	 	5	 
	 
	 	8.2	 	Severability	 	 	5	 
	 
	 	8.3	 	Requirements of Law	 	 	5	 
	 
	 	8.4	 	Governing Law	 	 	5	 
	 
	 	8.5	 	Captions	 	 	5	 






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USA MOBILITY, INC.




LONG TERM CASH INCENTIVE PLAN




SECTION 1

BACKGROUND, PURPOSE AND DURATION




          1.1 Effective Date. The Board adopted the Plan upon the recommendation of the
Compensation Committee of the Board to be effective as of January 1, 2006. The Plan was amended
for compliance with Section 409A of the Internal Revenue Code on October 30, 2007.




          1.2 Purpose of the Plan. The Plan is intended to increase shareholder value and the
success of the Company by motivating selected employees (a) to perform to the best of their
abilities, and (b) to achieve the Company’s objectives.




SECTION 2

DEFINITIONS




          The following words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:




          2.1 “Actual Award” means as to any Performance Period, the actual award (if any)
payable to a Participant for the Performance Period.




          2.2 “Affiliate” means any corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by, controlling of, or under common control with, the
Company where “control” means the right to elect or appoint at least 50% of the directors,
managing members, general partners, trustees or entities exercising similar powers with respect to
the Company or the applicable entity whether by beneficial ownership of securities or other
interests, by proxy or agreement, or both.




          2.3 “Award Agreement” means any written agreement, contract or other instrument or
document evidencing an Actual Award and/or a Target Award, including through electronic medium.




          2.4 “Board” means the Board of Directors of the Company.




          2.5 “Bonus Pool” means the pool of funds available for distribution to Participants.
Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance
Period.




          2.6 “Committee” means the committee appointed by the Board (pursuant to Section 5.1)
to administer the Plan. Until otherwise determined by the Board, (a) the Company’s Compensation
Committee of the Board shall constitute the Committee, and (b) for administrative
convenience, the independent, non-employee members of the Board also may act as the Committee
from time to time.




 









 








          2.7 “Company” means USA Mobility, Inc., a Delaware corporation, or any successor
thereto.




          2.8 “Disability” means a permanent and total disability determined in accordance with
uniform and nondiscriminatory standards or policies adopted by the Committee from time to time.




          2.9 “Employee” means any key employee of the Company or of an Affiliate, whether such
individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the
adoption of the Plan.




          2.10 “Participant” means as to any Performance Period, an Employee who has been
selected by the Committee for participation in the Plan for that Performance Period.




          2.11 “Performance Period” means the period of time for the measurement of the
performance criteria that must be met to receive an Actual Award, as determined by the Committee in
its sole discretion. A Performance Period may be divided into one or more shorter periods if, for
example, but not by way of limitation, the Committee desires to measure some performance criteria
over 12 months and other criteria over 3 months.




          2.12 “Plan” means the USA Mobility, Inc. Long Term Cash Incentive Plan, as set forth
in this instrument and as hereafter amended from time to time.




          2.13 “Target Award” means the target award, at 100% performance achievement, payable
under the Plan to a Participant for the Performance Period, as determined by the Committee in
accordance with Section 3.2.




          2.14 “Termination of Service” means a cessation of the employee-employer relationship
between an Employee and the Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability, retirement, or the
disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous
reemployment by the Company or an Affiliate.




SECTION 3

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS




          3.1 Selection of Participants. The Committee, in its sole discretion, shall select
the Employees who shall be Participants for any Performance Period. Participation in the Plan is
in the sole discretion of the Committee, on a Performance Period by Performance Period basis.
Accordingly, an Employee who is a Participant for a given Performance Period in no way is
guaranteed or assured of being selected for participation in any subsequent Performance Period
or Periods.




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          3.2 Determination of Target Awards. The Committee, in its sole discretion, shall
establish a Target Award for each Participant.




          3.3 Bonus Pool. Each Performance Period, the Committee, in its sole discretion, shall
establish a Bonus Pool. Actual Awards shall be paid from the Bonus Pool.




          3.4 Award Agreements. Actual Awards and Target Awards granted pursuant to the Plan
may be evidenced by an Award Agreement. Award Agreements may be amended by the Committee with the
consent of the germane Participant from time to time and need not contain uniform provisions.




SECTION 4

PAYMENT OF AWARDS




          4.1 Right to Receive Payment. Each Actual Award shall be paid solely from the general
assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish
or evidence any Participant’s claim of any right other than as an unsecured general creditor having
the status of an employee of the Company or an Affiliate thereof with respect to any payment to
which he or she may be entitled.




          4.2 Timing of Payment. Payment of each Actual Award shall be made on or after the 3rd
business day after the Company’s annual audit for the performance year has been completed and the
annual 10-K report has been filed with the SEC, but in no event later than December 31 of the
following performance year.




          4.3 Form of Payment. Each Actual Award shall be paid in cash (or its equivalent) in a
single lump sum.




SECTION 5

ADMINISTRATION




          5.1 Committee is the Administrator. The Plan shall be administered by the Committee.
The Committee shall consist of not less than two (2) members of the Board and no member of the
Committee shall be a Participant. The members of the Committee shall be appointed from time to
time by, and serve at the pleasure of, the Board.




          5.2 Committee Authority. It shall be the duty of the Committee to administer the Plan
in accordance with the Plan’s provisions. The Committee shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the
terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures
and subplans
as are necessary or appropriate to permit participation in the Plan by Employees who are
foreign nationals or employed outside of the United States, (e) adopt rules or principles for the
administration, interpretation and application of the Plan as are consistent therewith, and (f)
interpret, amend or revoke any such rules or principles.





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          5.3 Decisions Binding. All determinations and decisions made by the Committee, the
Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.




          5.4 Delegation by the Committee. The 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.




SECTION 6

GENERAL PROVISIONS




          6.1 Tax Withholding. The Company shall withhold all applicable taxes from any Actual
Award, including any federal, state and local taxes (including, but not limited to, the
Participant’s FICA and SDI obligations).




          6.2 No Effect on Employment or Service. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s employment or service at
any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a
Termination of Service. Employment with the Company and its Affiliates is on an at-will basis
only. The Company expressly reserves the right, which may be exercised at any time and without
regard to when during a Performance Period such exercise occurs, to terminate any individual’s
employment with or without cause, and to treat him or her without regard to the effect that such
treatment might have upon him or her as a Participant.




          6.3 Participation. No Employee shall have the right to be selected to receive an
award under this Plan, or, having been so selected, to be selected to receive a future award.




          6.4 Successors. All obligations of the Company under the Plan, with respect to awards
granted hereunder, shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business or assets of the Company.




          6.5 Beneficiary Designations. If permitted by the Committee, a Participant under the
Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award shall be paid in
the event of the Participant’s death. Each such designation shall revoke all prior designations by
the Participant and shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.




          6.6 Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution, or to the limited extent provided in Section 6.5. All rights
with respect to an award granted to a Participant shall be available during his or her lifetime
only to the Participant.




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SECTION 7

AMENDMENT, TERMINATION AND DURATION




          7.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may
amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment,
suspension or termination of the Plan shall not, without the consent of the Participant, alter or
impair any rights or obligations under any Award Agreement. No award may be granted during any
period of suspension or after termination of the Plan.




          7.2 Duration of the Plan. The Plan shall commence on the date specified herein, and
subject to Section 7.1 (regarding the Board’s right to amend or terminate the Plan), shall remain
in effect thereafter.




SECTION 8

LEGAL CONSTRUCTION




          8.1 Gender and Number. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.




          8.2 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.




          8.3 Requirements of Law. The granting of awards under the Plan shall be subject to
all applicable laws, rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.




          8.4 Governing Law. The Plan and all awards shall be construed in accordance with and
governed by the laws of the State of Delaware, but without regard to its conflict of law
provisions.




          8.5 Captions. Captions are provided herein for convenience only, and shall not serve
as a basis for interpretation or construction of the Plan.





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