0001299933-11-000863 Sample Contracts

USA MOBILITY, INC. 2011 LONG-TERM INCENTIVE PLAN Adopted by the Board of Directors Upon Recommendation of the Compensation Committee on March 15, 2011 To Be Effective as of January 1, 2011
USA Mobility, Inc • March 17th, 2011 • Radiotelephone communications • Delaware

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2011 • USA Mobility, Inc • Radiotelephone communications • Virginia

This Second Amended and Restated Employment Agreement, dated as of March 16, 2011 (the “Agreement”) is made by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and Vincent D. Kelly (the “Executive”).

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Amended And • March 17th, 2011 • USA Mobility, Inc • Radiotelephone communications • Delaware

AGREEMENT (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of March , 2011 (the “Effective Date”).

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