USA MOBILITY, INC.
2009 LONG-TERM INCENTIVE PLAN
CASH TARGET AWARD
AGREEMENT
THIS CASH TARGET AWARD AGREEMENT (the
“Agreement”) is made and entered into as of
, 2009 (the “Grant Date”), by and between USA Mobility,
Inc., a Delaware corporation (the “Company”), and
(the “Participant”).
WHEREAS, the
Company maintains the 2009 Long Term Incentive Plan (the
“LTIP”) pursuant to which the Company desires to
provide certain executives with long-term incentives to induce such
executives to continue in the employ of the Company and its
Affiliates, encourage the executives’ aggressive support of
the Company’s Long Range Plan, and promote the best interests
of the Company and its shareholders; and
WHEREAS, the
Compensation Committee of the Company’s Board of Directors,
which administers the LTIP, desires to grant the Participant an
opportunity to earn a cash bonus based on the Company’s
success of achieving certain Performance Goals during the
Performance Period, which ends on December 31, 2012, in
accordance with the terms of the LTIP; and
WHEREAS, the
Company desires to memorialize the grant of the cash bonus
opportunity to the Participant and set forth the terms and
conditions of such award, and the Participant desires to
memorialize his or her acceptance of such award and the terms and
conditions thereof, set forth in this Agreement. All capitalized
terms not defined in this Agreement shall have the meanings given
to such terms in the LTIP.
NOW, THEREFORE,
the parties to this Agreement, intending to be legally bound
hereby, agree as follows:
1.
Grant of Cash Target Award Bonus Opportunity . Subject to
the terms and conditions set forth in this Agreement and the LTIP,
the Company hereby grants the Participant the opportunity to earn a
cash bonus equal to
, subject to the terms, restrictions and other conditions set forth
in this Agreement and the LTIP (the “Cash Target
Award”).
2.
Bonus Pool . The Committee, in its sole discretion, shall
establish a Bonus Pool to pay Cash Target Awards. The Participant
shall not have any interest in any specific assets of the Company
by reason of this award or any Bonus Pool established to pay Cash
Target Awards.
3.
Vesting . The Cash Target Award shall be subject to
forfeiture until vested in accordance with the following vesting
conditions, and any right to receive actual payment of the Cash
Target Award shall be subject to Paragraph 4
herein.
1
(a)
If, after the conclusion of the Performance Period, the Committee
reasonably determines that the Performance Goals have been met, the
Cash Target Award shall fully vest.
(b)
In the event of a Change of Control, vesting shall be accelerated
as follows provided that the Company is on track to meet the
objectives in the Company’s Long Range Plan as reasonably
determined by the Committee (as comprised immediately prior to the
Change of Control).
(i)
If a Change of Control occurs during either of the first two years
of the Performance Period, fifty percent (50%) of the Cash Target
Award shall vest.
(ii)
If a Change of Control occurs during the third year of the
Performance Period, seventy-five percent (75%) of the Cash Target
Award shall vest.
(iii)
If a Change of Control occurs during the final year of the
Performance Period, one-hundred percent (100%) of the Cash Target
Award shall become immediately and fully vested.
If the
Participant’s Cash Target Award is granted after
January 15, 2009, the accelerated vesting described above will
apply on a prorated basis based on the number of days Participant
worked during the Performance Period. For clarity, if the
Participant becomes a participant in the LTIP in the second year of
the Performance Period, accelerated vesting of his Cash Target
Award (prorated as described in Paragraph 4(b), below) will be
calculated as follows: fifty percent (50%) of a Participant’s
unvested Cash Target Award will be multiplied by a fraction, the
numerator of which is the number of days the Participant was a
participant in the LTIP during the Performance Period, and the
denominator of which is the total number of days in the Performance
Period.
(c)
The Committee, in its sole discretion, may accelerate the time at
which the Cash Target Award vests provided that the Company is on
track to meet the objectives in the Company’s Long Range
Plan.
4.
Forfeiture or Pro-Ration of the Cash Target
Award.
(a)
If the Participant involuntarily Separates from Service without
Cause during his or her first year of participation in the LTIP,
this Agreement shall automatically terminate and the Cash Target
Award shall be forfeited as of the date of the Participant’s
Separation from Service.
(b)
If the Participant is terminated for Cause or voluntarily Separates
from Service prior to the date Cash Target Award is paid, this
Agreement shall automatically terminate and the Cash Target Award
shall be forfeited as of the date of the Participant’s
Separation from Service (whether or not such award is vested in
accordance with Section 3 herein).
2
|
