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EXHIBIT 10.5
August 8, 1997
Xx. Xxx X. Xxxxxxxx
ProNet Inc.
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Dear Jan:
This letter sets forth the agreement between you ("Executive") and
Metrocall, Inc. (the "Company") with respect to your rights under Section 1 of
your Change in Control Agreement ("Agreement") with ProNet Inc. ("ProNet") dated
January 17, 1995, upon the Effective Time of the Merger of ProNet with and into
the Company pursuant to an Agreement and Plan of Merger between ProNet and the
Company of even date herewith ("Merger Agreement").
1. The Executive's employment with ProNet and its subsidiaries
will be terminated as of Effective Time of the Merger (the "Termination Date"),
and the Executive hereby tenders her resignation from all positions she now has
with ProNet, including as an officer, director, or member of any advisory boards
or committees, all such resignations to be effective as of the Termination Date.
This Agreement is contingent on and subject to the Closing under the Merger
Agreement, and neither party shall be bound by it, nor shall it have any force
and effect, unless and until the Closing occurs.
2. On or before the fifth day after the Termination Date, the
Company will pay to Executive the sum of $228,988 in cash in full satisfaction
of all obligations under Section 1(a) of the Agreement. The consideration to be
paid to the Executive pursuant to this paragraph shall be in full payment and
in lieu of any and all of the Executive's benefits or perquisites accrued but
unpaid as of the Termination Date, including without limitation salary, bonuses,
sick leave, etc., and Executive's right to receive payments under paragraph
1(a)(A) and benefits under paragraph 1(a)(B) of the Agreement. Notwithstanding
the foregoing, (i) the Executive's split-dollar life insurance policy will be
conveyed to her without any repayment obligation, (ii) the Executive may elect
the payment of benefits to which he is entitled under any 401(k) plan of ProNet
as provided under the terms of any such plan; and (iii) the Executive shall be
paid for all accrued and unpaid vacation as of the Termination Date. The
foregoing shall not affect the payment of compensation prior to the Effective
Time of the Merger as permitted by the Merger Agreement.
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Xx. Xxx X. Xxxxxxxx
August 8, 1997
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If the foregoing correctly sets forth our agreement, please execute
this letter in the space indicated below and return it to the Company.
Sincerely,
METROCALL, INC.
By:
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Name:
Title:
Accepted and Agreed:
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Xxx X. Xxxxxxxx
