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EXHIBIT 10.7
August 8, 1997
Xx. Xxxxxxx X. Xxxxx
ProNet Inc.
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Dear Xxxx:
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 his resignation from all positions he 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 $201,043 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 him 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. Xxxxxxx X. Xxxxx
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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Xxxxxxx X. Xxxxx
