1
EXHIBIT 10.28
CONFIDENTIAL
|__| Kelly's Copy
|__| Company's Copy
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT
To XXXXXXX X. XXXXX:
By signing below, you agree to an amendment (the "Amendment") to your Employment
Agreement with Metrocall, Inc. (the "Company") dated as of May 15, 1996 (the
"Employment Agreement") as previously amended. The Fifth Amendment is effective
as of April 1, 2001.
New language in the Employment Agreement is shown as amended:
Section 8(d)(v), as amended, reads:
"(v) the termination of employment of either Xxxxxxx
X. Xxxxxxx, III or Xxxxxx X. Xxxxxx (I) by the
Company without "Cause," or (II) by Xxxxxxx or Xxxxxx
for "Good Reason" as that term is defined and applied
in their respective employment agreements."
The Employment Agreement, except as amended and modified above, remains
in effect.
METROCALL, INC.
Date: By: /s/XXXXXXX X. XXXXXX, III
------------------ -----------------------------------------
Xxxxxxx X. Xxxxxx, III
Chairman of the Compensation Committee
Date: By: /s/XXXXXXX X. XXXXX
------------------ -----------------------------------------
Xxxxxxx X. Xxxxx