EX-10.3



 Exhibit 10.3 
  





 
 USA Mobility Wireless, Inc. 

2011 Short-Term Incentive Plan 
 (Effective January 1, 2011) 
  

	I.	Effective Date. The 2011 Short-Term Incentive Plan (the “Plan”) for USA Mobility Wireless, Inc., (the “Company”) was adopted by the
Compensation Committee of the Board of Directors (the “Board”) of USA Mobility, Inc., (the “Parent”), a Delaware corporation for the employees of USA Mobility Wireless, Inc., a Delaware corporation and a subsidiary of the Parent,
on March 4, 2011. The Plan is effective as of January 1, 2011 and supersedes and replaces all former management short-term incentive plans, including the 2011 USA Mobility 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, 2011 (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 Board and set forth in
Exhibit A (the “Performance Objectives”), as may be adjusted by the Board in the event of a Change of Control or other corporate reorganization, merger, similar transaction, to take into account extraordinary events or as the Committee
determines is in the best interests of the Company. In order for bonuses to be earned and paid, the Company must meet the Performance Objectives on or before December 31, 2011. If the Performance Objectives are not met on or before
December 31, 2011, no bonuses will be paid. Performance Objectives are based solely on the performance of USA Mobility Wireless, Inc. and its affiliate Metrocall Ventures, Inc. and its subsidiaries. For clarity, Performance Objectives and the
attainment thereof does not include expenses, revenue or other metrics related to Amcom Software, Inc. and its subsidiaries; or revenue or expenses related to acquisitions or due diligence occurring after the Effective Date of this Plan.


  

	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, 2011 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, 2011 but before October 1, 2011 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, 2011 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, 2011 (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 2011 annual audit of the Parent’s consolidated financial statement has been completed and the Parent’s annual report on Form 10K has been filed with the
Securities and Exchange Commission but in no event later than December 31, 2012. 

  

	 	B.	If the Participant involuntarily Separates from Service without Cause or due to disability or dies prior to December 31, 2011, 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, 2011 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 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 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 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. 

 

	 	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.	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 Parent or 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, 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. 

  

	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 Parent or Company. 

  

	 	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. 

  

	 	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. 

 [Execution page follows] 








 



 
  

 IN WITNESS WHEREOF, USA Mobility, Inc., by its duly authorized officer acting in
accordance with a resolution duly adopted by the Compensation Committee of the Board of Directors of USA Mobility, Inc., has executed this Plan for the benefit of employees of USA Mobility Wireless, Inc., on March 14, 2011, effective as of
January 1, 2011. 
  

	
	USA MOBILITY, INC.
	
	  

	Vincent D. Kelly, President & CEO










 



 
  

 Exhibit A 
 Performance Objectives 
 USA Mobility Wireless, Inc 

 



													
	 Operating Cash Flow (50%)
(1)
	 
	($ in millions)	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	$	56.552	  	  	 	120.0	% 	 	 	125.0	% 
	  	$	54.196	  	  	 	115.0	% 	 	 	120.0	% 
	  	$	51.839	  	  	 	110.0	% 	 	 	115.0	% 
	  	$	49.483	  	  	 	105.0	% 	 	 	107.5	% 
	 Target
	  	$	47.127	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	$	44.770	  	  	 	95.0	% 	 	 	92.5	% 
	  	$	42.414	  	  	 	90.0	% 	 	 	85.0	% 
	  	$	40.058	  	  	 	85.0	% 	 	 	80.0	% 
	  	$	37.701	  	  	 	80.0	% 	 	 	75.0	% 
	  	<$	37.701	  	  	 	<80.0	% 	 	 	0.0	% 

 


													
	 Healthcare Revenue
(20%)
	 
	($ in millions)	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	$	109.506	  	  	 	110.0	% 	 	 	125.0	% 
	  	$	104.528	  	  	 	105.0	% 	 	 	115.0	% 
	  	$	102.040	  	  	 	102.5	% 	 	 	110.0	% 
	  	$	100.546	  	  	 	101.0	% 	 	 	105.0	% 
	 Target
	  	$	99.551	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	$	98.555	  	  	 	99.0	% 	 	 	95.0	% 
	  	$	97.062	  	  	 	97.5	% 	 	 	90.0	% 
	  	$	94.573	  	  	 	95.0	% 	 	 	85.0	% 
	  	$	89.596	  	  	 	90.0	% 	 	 	75.0	% 
	  	<$	89.596	  	  	 	<90.0	% 	 	 	0.0	% 

 
 


 



													
	 Direct Units in Service
(15%)
	 
	(000’s)	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	 	1,633	  	  	 	110.0	% 	 	 	130.0	% 
	  	 	1,559	  	  	 	105.0	% 	 	 	120.0	% 
	  	 	1,522	  	  	 	102.5	% 	 	 	110.0	% 
	  	 	1,500	  	  	 	101.0	% 	 	 	105.0	% 
	 Target
	  	 	1,485	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	 	1,470	  	  	 	99.0	% 	 	 	95.0	% 
	  	 	1,448	  	  	 	97.5	% 	 	 	90.0	% 
	  	 	1,411	  	  	 	95.0	% 	 	 	80.0	% 
	  	 	1,336	  	  	 	90.0	% 	 	 	70.0	% 
	  	 	<1,336	  	  	 	<90.0	% 	 	 	0.0	% 

 


													
	 Average Revenue Per Unit
(15%)
	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	$	9.16	  	  	 	110.0	% 	 	 	130.0	% 
	  	$	8.75	  	  	 	105.0	% 	 	 	120.0	% 
	  	$	8.54	  	  	 	102.5	% 	 	 	110.0	% 
	  	$	8.41	  	  	 	101.0	% 	 	 	105.0	% 
	 Target
	  	$	8.33	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	$	8.25	  	  	 	99.0	% 	 	 	95.0	% 
	  	$	8.12	  	  	 	97.5	% 	 	 	90.0	% 
	  	$	7.91	  	  	 	95.0	% 	 	 	80.0	% 
	  	$	7.50	  	  	 	90.0	% 	 	 	70.0	% 
	  	<$	7.50	  	  	 	<90.0	% 	 	 	0.0	% 

 
 

  

	(1)	Excludes operating expenses incurred in connection with acquisition due diligence and related activities. 









 



 
  

 Exhibit B 
 List of Participants (as of January 1, 2011) 
  

							
	 Name
	  	 Title
	  	Bonus Target
as % of Base
Salary	 
	 Executives
	  		  			
	 KELLY, VINCE
	  	CEO*	  	 	100	% 
	 ENDSLEY, SHAWN E.
	  	CFO	  	 	75	% 
	 SAINE, THOMAS
	  	CIO	  	 	75	% 
	 GRANDFIELD, PAUL
	  	EVP, Operations	  	 	75	% 
	 BOSO, JIM
	  	EVP, Sales & Marketing	  	 	75	% 
	 CULP, BONNIE
	  	EVP, Human Resources	  	 	75	% 
	 SENIOR VICE PRESIDENTS
	  		  			
	 WOODS, SHARON
	  	Corp Secretary/Treasurer	  	 	50	% 
	 POGUE, KEDRON
	  	SVP, Customer Operations	  	 	50	% 
	 ASH, GARY
	  	SVP, Sales	  	 	50	% 
	 CHANG, MYLE
	  	Controller	  	 	50	% 
	 FUNCTIONAL VP’S
	  		  			
	 DEWEY, RICH
	  	VP, Engineering Services	  	 	40	% 
	 HENDERSON, MACK
	  	VP, Perf Management	  	 	40	% 
	 MERTES, DOUG
	  	VP, Human Resources	  	 	40	% 
	 REGIONAL SALES DIRECTORS & SR.
DIRECTOR
	  		  			
	 WAX, JONATHAN
	  	Regional Director Sales, East	  	 	10	% 
	 STEIN, JAMES
	  	Regional Director Sales, West	  	 	10	% 

  

	*	The Chief Executive Officer participates in the Plan pursuant to his employment agreement, which provides that his target bonus is two-hundred (200) percent of
base salary, and further provides that his bonus is payable fifty (50) percent in cash and fifty (50) percent in unrestricted stock. The cash portion of the Chief Executive Officer’s bonus shall be paid through this Plan. The stock
portion shall be granted by the Company pursuant to and as governed by the USA Mobility, Inc. Equity Incentive Plan. 









 



 
  

 Amcom Software, Inc. 

2011 Short-Term Incentive Plan 
 (Effective Date – April 1, 2011) 
  

	I.	Effective Date. The 2011 Short-Term Incentive Plan (the “Plan”) for Amcom Software, Inc., (the “Company”) was adopted by the Compensation
Committee of the Board of Directors (the “Board”) of USA Mobility, Inc., (the “Parent”), a Delaware corporation for the employees of Amcom Software, Inc., a Delaware corporation and a subsidiary of the Parent, on April 1,
2011. The Plan is effective as of April 1, 2011 and supersedes and replaces all former management short-term incentive plans applicable to the Company. 


 

	II.	Purpose. The Plan is designed to attract, motivate, retain and reward key employees for their performance during the plan period, which runs from April 1
through December 31, 2011 (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 Board and set
forth in Exhibit A (the “Performance Objectives”), as may be adjusted by the Board in the event of a Change of Control or other corporate reorganization, merger, similar transaction, to take into account extraordinary events or as the
Committee determines is in the best interests of the Company. In order for bonuses to be earned and paid, the Company must meet the Performance Objectives on or before December 31, 2011. If the Performance Objectives are not met on or before
December 31, 2011, no bonuses will be paid. Performance Objectives are based solely on the performance of Amcom Software, Inc. and its subsidiary Commtech Wireless Pty, LTD. For clarity, Performance Objectives and the attainment thereof does
not include (i) expenses, revenue or other metrics related to USA Mobility Wireless, Inc. and its affiliate Metrocall Ventures, Inc. and its subsidiaries, (ii) revenue or expenses related to acquisitions or due diligence occurring after
the Effective Date of this Plan, and (iii) the impact of any Fair Value write down of deferred revenue as a result of purchase accounting. 

  

	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 April 1, 2011 are listed on Exhibit B. Employees who are selected to participate in the Plan after April 1, 2011 but before
October 1, 2011 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, 2011 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
April 1, 2011 (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 2011 annual audit of the Parent’s consolidated financial statements has been completed and the Parent’s annual report on Form 10K has been filed with the
Securities and Exchange Commission but in no event later than December 31, 2012. 

  

	 	B.	If the Participant involuntarily Separates from Service without Cause or due to disability or dies prior to December 31, 2011, 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 April 1, 2011 through the date immediately prior to the Participant’s Separation
from Service or death, and the denominator of which is 275 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 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 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 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. 

 

	 	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.	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 Parent or 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, 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. 

  

	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 Parent or Company. 

  

	 	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. 

  

	 	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. 

 [Execution page follows] 








 



 
  

 IN WITNESS WHEREOF, USA Mobility, Inc., by its duly authorized officer acting in
accordance with a resolution duly adopted by the Compensation Committee of the Board of Directors of USA Mobility, Inc., has executed this Plan for the benefit of employees of Amcom Software, Inc., on March 14, 2011, effective as of
April 1, 2011. 
  

	
	USA MOBILITY, INC.
	
	  
 Vincent D. Kelly, President & CEO











 



 
  

 Exhibit A 
 Performance Objectives 
 Amcom Software, Inc 

 



													
	 Operating Cash Flow *
(50%)
	 
	($ in millions)	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	$	12.843	  	  	 	120.0	% 	 	 	125.0	% 
	  	$	12.308	  	  	 	115.0	% 	 	 	120.0	% 
	  	$	11.772	  	  	 	110.0	% 	 	 	115.0	% 
	  	$	11.237	  	  	 	105.0	% 	 	 	107.5	% 
	 Target
	  	$	10.702	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	$	10.167	  	  	 	95.0	% 	 	 	92.5	% 
	  	$	9.632	  	  	 	90.0	% 	 	 	85.0	% 
	  	$	9.097	  	  	 	85.0	% 	 	 	80.0	% 
	  	$	8.562	  	  	 	80.0	% 	 	 	75.0	% 
	  	$	8.562	  	  	 	<80.0	% 	 	 	0.0	% 

 


													
	 Total Revenue *
(50%)
	 
	($ in millions)	 
	 	  	Result	 	  	Performance	 	 	Payout	 
	 Over Perform
	  	$	49.774	  	  	 	110.0	% 	 	 	125.0	% 
	  	$	47.511	  	  	 	105.0	% 	 	 	115.0	% 
	  	$	46.380	  	  	 	102.5	% 	 	 	110.0	% 
	  	$	45.701	  	  	 	101.0	% 	 	 	105.0	% 
	 Target
	  	$	45.249	  	  	 	100.0	% 	 	 	100.0	% 
	 Under Perform
	  	$	44.797	  	  	 	99.0	% 	 	 	95.0	% 
	  	$	44.118	  	  	 	97.5	% 	 	 	90.0	% 
	  	$	42.987	  	  	 	95.0	% 	 	 	85.0	% 
	  	$	40.724	  	  	 	90.0	% 	 	 	75.0	% 
	  	$	40.724	  	  	 	<90.0	% 	 	 	0.0	% 

 
 

  

	(*)	Excludes the impact of any fair value write down of deferred revenue as a result of purchase accounting. 









 



 
  

 Exhibit B 
 List of Participants (as of April 1 2011) 
  

			
	 Name
	  	 Title

	 Executives
	  	
	 CHRIS HEIM
	  	CEO
	 DAN MAYLEBEN
	  	COO
	 VICE PRESIDENTS
	  	
	 SEAN COLLINS
	  	VP, Sales
	 KATE BOLSETH
	  	VP, Development
	 KATHY VELDBOOM
	  	VP, Quality & Support
	 MIKE DEVINE
	  	VP, Marketing
	 RANDY HOFFMAN
	  	VP, Profession Services
	 MIKE MEHR
	  	VP, Finance
	 OTHER MANAGEMENT
	  	
	 GRAEME HULL
	  	GM, FL Division
	 LOU KURPIS
	  	GM, NY DIVISION
	 MARIANNE GRAY
	  	GM, NH DIVISION
	 JOANNA FISCHER
	  	HR DIRECTOR