USA MOBILITY, INC. 2009 LONG-TERM INCENTIVE PLAN CASH TARGET AWARD AGREEMENT
Exhibit 10.27
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”).
RECITALS
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.
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(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).
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(c) If the Participant involuntarily Separates from Service without Cause or due to
disability (defined below) after one year from the Grant Date has elapsed, the Participant’s
Cash Target Award shall be pro-rated to the date of Separation from Service as follows:
one-hundred percent (100%) of the Cash Target Award granted herein will be multiplied by a
fraction, the numerator of which is the number of days the Participant was continuously
providing services to the Company during the Performance Period through the date immediately
prior to the Participant’s Separation from Service, and the denominator of which is the total
number of days in the Performance Period. Prorated awards will be paid to the Participant at
the time provided in Paragraph 5 provided that, in the event Participant involuntarily Separates
from Service without Cause or due to disability, he or she has executed a release, any waiting
period in connection with such release has expired, he or she has not exercised any rights to
revoke the release and he or she has followed any other applicable and customary termination
procedures, as determined by the Company in its sole discretion. For clarity, “disability” as
used herein means a condition or circumstance such that the Participant has become totally and
permanently disabled as defined or described in the Company’s long term disability benefit plan
applicable to executive officers as in effect at the time the Participant incurs a disability.
(d) No payment shall be made with respect to Cash Target Awards that are forfeited in
accordance with this Paragraph 4 and the Participant will have no further rights under this
Agreement with respect to any portion of a Cash Target Award that is forfeited.
5. Payment of Cash Target Award. Vested Cash Target Awards, if any, will be paid to
the Participant on or after the third business day after the Company’s annual audit for fiscal year
2012 has been completed and the Company’s fiscal year 2012 annual report on Form 10-K has been
filed with the Securities and Exchange Commission, but in no event later than December 31, 2013,
subject to the six-month delay described in Paragraph 10(b), if applicable. Notwithstanding the
preceding sentence, in the event of a Participant’s death, the Participant’s estate will be
eligible to receive an amount not greater than one-hundred percent (100%) of the Cash Target Award,
prorated to reflect the number of days he or she worked during the Performance Period, and such
amount, which will be determined in the Committee’s sole discretion, will be paid in the year
following Participant’s death.
For clarity, awards that are prorated due to a Participant’s death will be calculated as follows:
one-hundred percent (100%) or such lesser percentage, as determined in the sole discretion of the
Committee, of the Cash Target Award will be multiplied by a fraction, the numerator of which is the
number of days the Participant was continuously providing services to the Company during the
Performance Period through the date immediately prior to the Participant’s death, and the
denominator of which is the total number of days in the Performance Period.
6. Tax Withholding. The Company shall withhold from any Cash Target Award an amount
sufficient to satisfy all federal, state, local or foreign tax withholding requirements (including,
but not limited to, the Participant’s FICA and Social Security obligations).
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7. No Right to Continued Employment. Nothing in this Agreement or in the LTIP shall
confer upon the Participant any right to continue in the employment or other service of the Company
or any Affiliate or shall interfere with or restrict in any way the rights of the Company or any
Affiliate, which are hereby expressly reserved, to discharge the Participant at any time for any
reasons whatsoever, with or without cause.
8. NonTransferability. The rights and interests of the Participant under this
Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
except, in the event of the death of the Participant, by will or by the laws of descent and
distribution.
9. Administration. The Committee shall have the power to (a) interpret this
Agreement; (b) adopt such rules for the administration, interpretation and application of this
Agreement as are consistent therewith; (c) interpret, amend or revoke any such rules; and (d) at
its sole discretion, accelerate the time when the restrictions on the Cash Target Award shall
lapse. All actions taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon the Participant, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action, determination or
interpretation with respect to the Cash Target Award granted pursuant to this Agreement.
10. Section 409A.
(a) This Agreement is intended, and shall be interpreted, to meet the requirements of Code
section 409A and the regulations issued thereunder. To the extent that any provision of this
Agreement would cause a conflict with the requirements of Code section 409A, or would cause the
administration of the Agreement to fail to satisfy Code section 409A, such provision shall be
deemed null and void to the extent permitted by applicable law. Nothing herein shall be
construed as a guarantee of any particular tax treatment to a Participant.
(b) Notwithstanding anything in this Agreement or the LTIP to the contrary, Vested Cash
Target Awards shall not be paid during the six-month period following a Participant’s Separation
from Service unless the Company determines, in its good faith judgment, that paying such amounts
would not cause the Participant to incur an additional tax under Code section 409A, in which
case the Cash Target Award shall be paid during the first month following the end of the
six-month period.
11. Unsecured General Creditor. The Company’s obligation hereunder shall constitute a
general, unsecured obligation, payable solely out of its general assets, and the Participant shall
have no right to any specific assets of the Company.
12. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written
agreement executed by both of the parties hereto.
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(c) The validity, performance, construction and effect of this Agreement shall be governed
by the laws of the State of Delaware, without regard to conflict of law principles.
(d) This Agreement constitutes the entire agreement between the parties hereto with respect
to the transactions contemplated herein.
(e) Except as otherwise herein provided, this Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and of the Participant and the
Participant’s personal representatives.
By accepting the grant of the Cash Target Award under this Agreement, the Participant hereby
agrees to be bound by the terms and conditions of the LTIP and this Agreement, a copy of which is
attached. The payment of any award hereunder is expressly conditioned upon the terms and
conditions of the LTIP and this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.
| USA MOBILITY, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| PARTICIPANT | ||||||
| Name: | ||||||
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