USA Mobility, Inc. (Form: 8-K)

Adopted By The Board of Directors
Upon Recommendation of The Compensation Committee
on February 1, 2006


SECTION 1 1.1		BACKGROUND, PURPOSE AND DURATION Effective Date

1.2		Purpose of the Plan

SECTION 2 2.1		DEFINITIONS “Actual Award”

2.2		“Affiliate”

2.3		“Board”

2.4		“Bonus Pool”

2.5		“Committee”

2.6		“Company”

2.7		“Disability”

2.8		“Employee”

2.9		“Participant”

2.10		“Performance Period”

2.11		“Plan”

2.12		“Target Award”

2.13		“Termination of Service”

SECTION 3 3.1		SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS Selection of Participants

3.2		Determination of Target Awards

3.3		Bonus Pool

SECTION 4 4.1		PAYMENT OF AWARDS Right to Receive Payment

4.2		Timing of Payment

4.3		Form of Payment

SECTION 5 5.1		ADMINISTRATION Committee is the Administrator

5.2		Committee Authority

5.3		Decisions Binding

5.4		Delegation by the Committee

SECTION 6 6.1		GENERAL PROVISIONS Tax Withholding

6.2		No Effect on Employment or Service

6.3		Participation

6.4		Successors

6.5		Beneficiary Designations

6.6		Nontransferability of Awards

SECTION 7 7.1		AMENDMENT, TERMINATION AND DURATION Amendment, Suspension or Termination

7.2		Duration of the Plan

SECTION 8 8.1		LEGAL CONSTRUCTION Gender and Number

8.2		Severability

8.3		Requirements of Law

8.4		Governing Law

8.5		Captions

1.1 Effective Date. The Board adopted the Plan upon the recommendation of the Compensation Committee of the Board to be effective as of January 1, 2006.

1.2 Purpose of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating selected employees (a) to perform to the best of their abilities, and (b) to achieve the Company’s objectives.

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

2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period.

2.2 “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by, controlling of, or under common control with, the Company where “control” means the right to elect or appoint at least 50% of the directors, managing members, general partners, trustees or entities exercising similar powers with respect to the Company or the applicable entity whether by beneficial ownership of securities or other interests, by proxy or agreement, or both.

2.3 “Award Agreement” means any written agreement, contract or other instrument or document evidencing an Actual Award and/or a Target Award, including through electronic medium.

2.5 “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.

2.6 “Committee” means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan. Until otherwise determined by the Board, (a) the Company’s Compensation Committee of the Board shall constitute the Committee, and (b) for administrative convenience, the independent, non-employee members of the Board also may act as the Committee from time to time.

2.7 “Company” means USA Mobility, Inc., a Delaware corporation, or any successor thereto.

2.8 “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards or policies adopted by the Committee from time to time.

2.9 “Employee” means any key employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.10 “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

2.11 “Performance Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.

2.12 “Plan” means the USA Mobility, Inc. Long Term Cash Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

2.13 “Target Award” means the target award, at 100% performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3.2.

2.14 “Termination of Service” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

3.1 Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Periods.

3.2 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant.

3.3 Bonus Pool. Each Performance Period, the Committee, in its sole discretion, shall establish a Bonus Pool. Actual Awards shall be paid from the Bonus Pool.

3.4 Award Agreements. Actual Awards and Target Awards granted pursuant to the Plan may be evidenced by an Award Agreement. Award Agreements may be amended by the Committee with the consent of the germane Participant from time to time and need not contain uniform provisions.

4.1 Right to Receive Payment. Each Actual Award shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor having the status of an employee of the Company or an Affiliate thereof with respect to any payment to which he or she may be entitled.

4.2 Timing of Payment. Payment of each Actual Award shall be made as soon as practicable as determined by the Committee after the end of the Performance Period during which the Actual Award was earned. Unless otherwise determined by the Committee, a Participant must be employed by the Company or any Affiliate on the last day of the Performance Period to receive a payment under the Plan.

4.3 Form of Payment. Each Actual Award shall be paid in cash (or its equivalent) in a single lump sum.

5.1 Committee is the Administrator. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) members of the Board and no member of the Committee shall be a Participant. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board.

5.2 Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules or principles for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules or principles.

5.3 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

6.1 Tax Withholding. The Company shall withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

6.2 No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

6.3 Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

6.4 Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

6.5 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

6.6 Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6.5. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.

7.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award Agreement. No award may be granted during any period of suspension or after termination of the Plan.

7.2 Duration of the Plan. The Plan shall commence on the date specified herein, and subject to Section 7.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect thereafter.

8.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

8.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.3 Requirements of Law. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.4 Governing Law. The Plan and all awards shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions.

8.5 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

THIS AWARD AGREEMENT (the “Agreement”), effective as of [ ] the “Grant Date”), between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

WHEREAS, the Company maintains the USA Mobility, Inc. Long Term Cash Incentive Plan (the “Plan”);

WHEREAS, the Company wishes to provide the Participant the opportunity to earn a cash bonus based on the Company’s success in reducing expenses for the fiscal years 2006 through 2008 (the “Performance Period”) subject to the conditions set forth in this Agreement; and

WHEREAS, all capitalized terms not defined in this Agreement shall have the meanings given such terms in the Plan.

NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

(a) The Participant shall be eligible to participate in the Company’s Plan on the terms and subject to the conditions contained herein and in the Plan.

(b) The Participant’s initial target award shall be equal to $[80% of the cash portion of the Target LTIP Award] (the “Initial Target Award”). The Initial Target Award shall be earned in full by the Participant so long as (a) the Company’s expenses for fiscal year 2008 are at or below $ [ ] (the “Expense Target”) and (b) the Participant remains a full-time employee of the Company from the date hereof until January 1, 2009 (the “Vesting Date” and, together with the Expense Target, the “Vesting Conditions”).

(c) The Participant shall also be eligible for an additional cash bonus (the “Additional Target Award”) based on the Participant’s contribution over the course of the Performance Period toward meeting the Company’s Expense Target. The Additional Target Award, if any, shall be determined and awarded by the Company during the first quarter of 2009 and shall be payable on the same terms as, and subject to the same conditions as, the Initial Target Award (together with the Additional Target Award, if any, the “Target Award”).

Target Award shall be reduced or eliminated by multiplying it by the Applicable Payout Percentage as established in Exhibit A hereto that corresponds to the actual amount of expenses incurred by the Company in fiscal year 2008.

(e) Subject to Section 5, and assuming satisfaction of the Vesting Conditions, the Target Award, if any, will be paid in cash to the Participant promptly following completion of the Company’s annual audit for the 2008 fiscal year, which is expected to be complete on or before March 15, 2009.

(f) The Employee agrees not to take any actions that would serve to reduce artificially or inappropriately the Company’s expenses in fiscal year 2008 by accelerating expenses into fiscal year 2007 or delaying expenses into fiscal year 2009 or otherwise. The Participant further agrees to notify the Board through the Company’s Chief Compliance Officer, currently the Senior Vice President of Human Resources, as provided in the USA Mobility, Inc. Code of Business Conduct and Ethics, of any actions taken by other Company employees that, in the judgment of the Participant, may constitute such an inappropriate shifting or manipulation of expenses.

(a) Termination without Cause; Death; Disability . If the Participant is terminated by the Company without Cause (as hereinafter defined), dies or Participant’s employment terminates due to permanent disability (as determined under the Company’s long-term disability policy) prior to the Vesting Conditions being satisfied, the Participant’s Target Award will equal the product of (i) the Target Award, multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the termination date, and the denominator of which is 1095 days and (iii) multiplied by the Applicable Payout Percentage upon determination thereof. The amount, if any, of the Target Award as so determined shall be paid in accordance with the provisions of Section 1(e).

Notwithstanding the foregoing, if a Change in Control (as defined herein) occurs after the Participant’s termination of employment by the Company without Cause or upon death or permanent disability, but prior to January 1, 2009, and the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to the Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, then immediately prior to the closing of the transaction that results in a Change In Control, Participant (or if applicable Participant’s Estate) shall be entitled to receive a cash award under the Plan equal to the product of (A) the Initial Target Award, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date of Participant’s termination of employment, and Participant (or Participant’s estate, if applicable) shall not be entitled to any other portion of the Initial Target Award. This Agreement shall terminate upon any such payment to Participant or Participant’s estate.

(b) Termination for Cause. If the Participant’s employment is terminated by the Company for Cause, the Participant shall forfeit his or her Target Award without any further action by the Company, immediately upon such termination, and the Participant will have no further rights pursuant to this Agreement.

(c) Change in Control. So long as (i) the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to any Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, and (ii) the Participant is employed by the Company immediately prior to the closing of the transaction that results in a Change of Control, then immediately prior to such closing Participant shall be entitled to receive a cash award equal to the product of (A) the Initial Target Award, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date immediately prior to the closing date of the transaction that results in a Change of Control. This Agreement shall terminate and Participant shall have no further rights hereunder upon (i) the payment of any cash award to Participant under this Section 2(c), or (ii) if no such payment is made under this Section 2(c), upon the closing of the transaction that results in a Change in Control.

(d) Examples. For illustration purposes only, if the Participant’s Target Award is $[ ], the Company’s total expenses for the twelve month period ending on December 31, 2008 are $ [ ] and the Participant remains continuously employed by the Company through January 1, 2009, the Participant’s Target Award will be $[ ] (85 multiplied by $[ ]). Assuming the same facts except that the Participant is terminated by the Company without Cause on February 3, 2008, the Participant’s Target Award will be $[ ] ($[ ] multiplied by 764/1095 multiplied by .85).

The Compensation Committee of the Board (or such other committee as is appointed by the Board (the “Committee”) shall have the power to (a) interpret this Agreement; (b) adopt such rules or principles for the administration, interpretation and application of this Agreement as are consistent therewith; and (c) interpret, amend or revoke any such rules or principles. 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 made in good faith with respect to an award granted pursuant to this Agreement.

(a) Affiliate. “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by, controlling of, or under common control with, the Company where “control” means the right to elect or appoint at least 50% of the directors, managing members, general partners, trustees or entities exercising similar powers with respect to the Company or the applicable entity whether by beneficial ownership of securities or other interests, by proxy or agreement, or both.

(b) Cause. The Company shall have “Cause” to terminate the Participant’s employment hereunder upon:

(1) the Company’s (or, in the case of the Company’s chief executive officer (“CEO”), the Board of Directors of the Company’s (the “Board”)) determination that the Participant failed to substantially perform his or her duties as an Employee of the Company, provided, that prior to such termination, the Company or the Board shall have provided the Participant with at least 30 days written notice of such failure and the Participant has not remedied the failure within such 30-day period;

(2) the Company’s determination that the Participant failed to carry out, or comply with, in any material respect any lawful and reasonable directive of the Participant’s manager or, in the case of the CEO, the Board (provided, that, to the extent such failure can be fully cured, the Company or the Board shall have provided the Participant with at least 30 days written notice of such failure and the Participant has not remedied the failure within the 30-day period);

(3) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

(4) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Participant’s duties and responsibilities;

(5) the Participant’s material breach of his obligations as an Employee of the Company or one of its Affiliates; or

(6) the Participant’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company.

(c) “Change in Control” means (i) the dissolution or liquidation of the Company; or (ii)(A) a merger, consolidation or reorganization of the Company with one or more other corporations or entities in which the Company is not the surviving corporation, (B) a sale of substantially all of the assets of the Company to another corporation, person or entity, or (C) any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving corporation) approved by the Board, that upon the closing or completion of any transaction referred to in (A), (B), or (C) results in any person or entity (other than persons who are holders of stock of the Company immediately prior to such transaction and other than an affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning eighty percent (80%) or more of the combined voting power of all classes of stock of the Company.

Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid during the six-month period following the Participant’s termination of service unless the Company determines, in its good faith judgment, that paying such amounts at the time or times indicated in this Section would not cause the Participant to incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Grant Date) (in which case such amounts shall be paid at the time or times indicated in this Section). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Participant a lump-sum amount equal to the amounts that would have otherwise been previously paid to the Participant under this Agreement during such six month period. Additionally, in the event that following the Grant Date the Company reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company shall adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

The Company shall withhold all applicable taxes from any Target Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

Nothing in this Agreement or in the Plan 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 reason or no reason whatsoever, with or without Cause.

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.

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 and the Plan 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated effective as of [ ] (the “Grant Date”), between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

WHEREAS, the Company maintains the USA Mobility, Inc. Equity Incentive Plan (the “Plan”);

WHEREAS, the Company wishes to provide the Participant the opportunity to earn shares of restricted stock based on the Company’s success in reducing expenses for the fiscal years 2006 through 2008 (the “Performance Period”) subject to the conditions set forth in this Agreement; and

WHEREAS, all capitalized terms not defined in this Agreement shall have the meanings given such terms in the Plan.

NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

(a) The Participant shall be eligible to participate in the Company’s Plan on the terms and subject to the conditions contained herein and in the Plan.

(b) The Company hereby grants to the Participant a total of [80% of the initial equity portion/$28.67 (the average stock price for the five days preceding February 1, 2006, the Board’s approval of the LTIP)] shares of Restricted Stock (the “Initial Target Award”), subject to the terms, restrictions and other conditions set forth in this Agreement and the Plan.

(c) The Initial Target Award shall be earned in full by the Participant so long as (a) the Company’s expenses for fiscal year 2008 are at or below $[ ] (the “Expense Target”) and (b) the Participant remains a full-time employee of the Company from the date hereof until January 1, 2009 (the “Vesting Date” and, together with the Expense Target, the “Vesting Conditions”).

(d) The Participant shall also be eligible for an additional award of restricted shares (the “Additional Target Award”) based on the Participant’s contribution over the course of the Performance Period toward meeting the Company’s Expense Target. The Additional Target Award, if any, shall be determined and awarded by the Company during the first quarter of 2009 and shall be payable on the same terms as, and subject to the same conditions as, the Initial Target Award (together with the Additional Target Award, if any, the “Target Award Shares” or “Shares”).

Target Award Shares shall be reduced or eliminated by multiplying the total Target Award Shares by the Applicable Payout Percentage contained on Exhibit A hereto.

(f) The Company shall cause the Shares to be issued and a stock certificate or certificates representing the Shares to be registered in the name of the Participant or held in book entry form promptly upon execution of this Agreement. If a stock certificate or certificates is issued, it shall be delivered to, and held in custody by the Company until such shares are forfeited, or vest and distributed to the Participant or Participant’s estate, in accordance with this Agreement.

(g) Subject to Section 5, and assuming satisfaction of the Vesting Conditions, the Target Award Shares, if any, shall be distributed to the Participant promptly following completion of the Company’s annual audit for the 2008 fiscal year, which is expected to be completed on or before March 15, 2009.

(h) The Employee agrees not to take any actions that would serve to reduce artificially or inappropriately the Company’s expenses in fiscal year 2008 by accelerating expenses into fiscal year 2007 or delaying expenses into fiscal year 2009 or otherwise. The Participant further agrees to notify the Board through the Company’s Chief Compliance Officer, currently the Senior Vice President of Human Resources, as provided in the USA Mobility, Inc. Code of Business Conduct and Ethics, of any actions taken by other Company employees that, in the judgment of the Participant, may constitute such an inappropriate shifting or manipulation of expenses.

(a) Termination without Cause; Death; Disability. If the Participant is terminated by the Company without Cause (as hereinafter defined), dies or Participant’s employment terminates due to permanent disability (as determined under the Company’s long-term disability policy) prior to the Vesting Conditions being satisfied, the Participant shall be entitled to retain the number of Shares equal to the product of (i) the total number of Shares granted pursuant to this Agreement, multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the termination date, and the denominator of which is 1095 days, rounded down to the nearest whole number and (iii) multiplied by the Applicable Payout Percentage upon determination thereof. The amount, if any, of the Target Award Shares as so determined shall be distributed in accordance with the provisions of Section 1(g); the remainder of the Target Award Shares shall be forfeited by the Participant.

Notwithstanding the foregoing if a Change in Control (as defined herein) occurs after the Participant’s termination of employment by the Company without Cause or upon death or permanent disability, but prior to January 1, 2009, and the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to the Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, then immediately prior to the closing of the transaction that results in a Change in Control, that number of shares equal to the product of (A) the total number of Shares granted pursuant to this Agreement, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date of Participant’s termination of employment, shall vest and be distributed to Participant or Participant’s estate, as applicable. This Agreement shall terminate upon any such distribution of Shares to Participant or Participant’s estate.

(b) Termination for Cause. If the Participant’s employment is terminated by the Company for Cause, the Participant shall forfeit his or her Target Award Shares without any further action by the Company, immediately upon such termination, and the Participant will have no further rights pursuant to this Agreement.

(c) Change in Control. So long as (i) the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to any Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, and (ii) the Participant is employed by the Company immediately prior to the closing of the transaction that results in a Charge In Control, then immediately prior to such closing, that number of Shares equal to the product of (A) the total number of Shares granted pursuant to this Agreement, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date immediately prior to the closing date of the transaction that results in a Change of Control, shall vest and be distributed to Participant. This Agreement shall terminate and any unvested Shares shall be forfeited upon either (i) the distribution of any Shares to participant under this Section 2(c), or (ii) if no distribution is made under this Section 2(c), upon the closing of the transaction that results in a Change in Control.

(d) Examples. For illustration purposes only, if the Participant is awarded a total of [ ] Shares, the Company’s total expenses for the twelve month period ending on December 31, 2008 are $[ ] and the Participant remains continuously employed by the Company through January 1, 2009, [ ] Shares shall vest (.85 multiplied by [ ]) and the remaining Shares shall be forfeited. Assuming the same facts except that the Participant is terminated by the Company without Cause on February 3, 2008, [ ] Shares shall vest ([ ] multiplied by 764/1095 days multiplied by .85) and the remaining Shares shall be forfeited.

(e) Rights As A Stockholder. Except as otherwise set forth in this Agreement, the Participant shall have all rights and privileges of a stockholder of the Company with respect to the Shares, including voting rights and the right to be credited on an unvested basis with dividends and distributions paid with respect to such Shares as provided in Section 2(f) herein.

(f) Dividends. The Company will retain custody of all cash dividends and other distributions (“Retained Distributions”) made or declared with respect to the Shares (and such Retained Distributions will be subject to the restrictions and the other terms and conditions under this Agreement that are applicable to the Shares) until such time, if ever, as the Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested as provided by this Agreement. If so approved by the Company, the Participant may elect whether such Retained Distributions received in the form of cash will be held in an interest bearing account or, with the consent of the Committee, reinvested in purchasing additional Shares; provided that the election shall not be made during a period in which any stockholder is prohibited from trading under any policy of the Company or by the rules of the Exchange Act. Such Retained Distributions shall be paid as soon as administratively possible, but no later than 45 days, after such Retained Distributions have vested pursuant to satisfaction of the Vesting Conditions, or as provided under Section 2 (a) or Section 2 (c), if applicable.

(g) Spendthift Clause. No Shares or any interest or right therein or part thereof, prior to vesting in accordance with the terms hereof, shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), any attempted disposition thereof shall be null and void and of no effect; provided however, that this subsection shall not prevent transfers by will or by the applicable laws of descent and distribution.

Any stock certificate or certificates representing the Shares issued under this Agreement will bear a legend in substantially the form set forth below.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING AND OTHER RIGHTS OF REPURCHASE AND MAY BE SUBJECT TO REACQUISTION BY USA MOBILITY, INC. (THE “COMPANY”) UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY AT 6677 RICHMOND HIGHWAY, ALEXANDRIA, VA 22306.

The Company shall notify the Participant of the amount of tax which must be withheld by the Company under all applicable federal, state and local tax laws. The Participant agrees to make arrangements with the Company to (a) remit a cash payment of the required amount to the Company or (b) to authorize the deduction of such amounts from the Participant’s compensation.

The Company shall not be required to issue or deliver any certificate or certificates for shares of stock pursuant to this Agreement prior to the payment by the Participant (or prior to arrangements made by the Participant to pay which shall be satisfactory to the Company) all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of the Shares and/or the lapse or removal of any of the restrictions.

Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment or other service of the Company or any subsidiary or shall interfere with or restrict in any way the rights of the Company or any subsidiary, which are hereby expressly reserved, to discharge the Participant at any time for any reason or no reason whatsoever, with or without Cause.

If the outstanding shares of the Stock of the Company are increased, decreased, changed into or exchanged for a different number of kind of shares or securities of the Company through (a) a distribution or payment of a dividend on the Stock in shares of Stock, (b) subdivision of reclassification, in a stock split or similar transaction, of the outstanding shares of Stock into a greater number of shares, (c) combination or reclassification of, in a reverse stock split or similar transaction, the outstanding shares of Stock into a lesser number of shares, or (d) issuance of any shares of capital stock by reclassification of the Stock, then an appropriate and proportionate adjustment shall be made in the number and kind of Shares. Adjustments made pursuant to this Section 7 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

The Compensation Committee of the Board of Directors (the “Board”) of the Company (or such other committee designated by the Board, the “Committee”) shall have the power to (a) interpret this Agreement; (b) adopt such rules or principles for the administration, interpretation and application of the Shares as are consistent therewith; (c) interpret, amend or revoke any such rules or principles; and (d) at its sole discretion, accelerate the time when the restrictions on the Shares 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 made in good faith with respect to the Shares.

(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.

(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 and the Plan 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.

(b) Cause. The Company shall have “Cause” to terminate the Participant’s employment hereunder upon:

(i) the Company’s, or, in the case of the chief executive officer of the Company (the “CEO”), the Board’s determination that the Participant failed to substantially perform his or her duties as an Employee of the Company, provided, that prior to such termination, the Company shall have provided the Participant with at least 30 days written notice of such failure and the Participant has not remedied the failure within such 30-day period;

(ii) the Company’s or, in the case of the CEO, the Board’s determination that the Participant failed to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board (provided, that, to the extent such failure can be fully cured, the Company or the Board shall have provided the Participant with at least 30 days written notice of such failure and the Participant has not remedied the failure within the 30-day period);

(iii) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

(iv) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Participant’s duties and responsibilities;

(v) the Participant’s material breach of his obligations as an Employee of the Company or one of its Affiliates; or

(vi) the Participant’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company.

(c) “Change in Control” means (i) the dissolution or liquidation of the Company; or (ii) (A) a merger, consolidation or reorganization of the Company with one or more other corporations or entities in which the Company is not the surviving corporation, (B) a sale of substantially all of the assets of the Company to another corporation, person or entity, or (C) any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving corporation) approved by the Board, that upon the closing or completion of any transaction referred to in (A), (B), or (C) results in any person or entity (other than persons who are holders of stock of the Company immediately prior to such transaction and other than an affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning eighty percent (80%) or more of the combined voting power of all classes of stock of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.

Unless otherwise defined herein, the terms defined in the USA Mobility, Inc. Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).

You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of Stock (“Share”), subject to the terms and conditions of the Plan and this Agreement, as follows:

By your signature and the signature of the Corporation’s representative below, you and the Corporation agree that this Award of RSUs is granted under and governed by the terms and conditions of the Plan and the Agreement (including this Grant Notice and Appendix A).

1. Grant of the RSUs. As set forth in the Grant Notice, the Corporation has granted the Participant RSUs in exchange for past and future services to the Corporation. However, no Shares shall be issued to the Participant until the time set forth in Section 2. Prior to actual payment of any Shares, such RSUs will represent an unsecured obligation of the Corporation, payable only from the general assets of the Corporation.

(a) Subject to Section 2(b), Shares shall be issued to the Participant on the earlier of (i) the date the Participant is no longer an Eligible Director, or (ii) immediately prior to the date of a Change in Control (to the extent such Change in Control results in a “change in ownership of a corporation,” a “change in effective control of a corporation” or a “change in ownership of a substantial portion of a corporation’s assets,” as such provisions are used in Section 409A of the Code). After such date the Corporation shall promptly cause to be issued (either in book-entry form or otherwise) to the Participant or the Participant’s beneficiaries, as the case may be, Shares with respect to such vested RSUs. No fractional Shares shall be issued under this Agreement.

(b) No Shares shall be issued to the Participant pursuant to this Section 2 during the six-month period following the Participant’s termination of service as an Eligible Director unless the Corporation determines, in its good faith judgment, that issuing such Shares at the time or times indicated in this Section would not cause the Participant to incur an additional tax under Section 409A of the Code (in which case such Shares shall be issued at the time or times indicated in this Section). If the issuance of any Shares are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Corporation will issue to the Participant the Shares that would have otherwise been previously paid to the Participant under this Agreement (as such Shares may have been adjusted pursuant to the terms of the Plan).

3. Death of Participant. Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such administrator or executor must furnish the Corporation with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Corporation to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

4. Taxes. The Participant is ultimately liable and responsible for all taxes owed in connection with the RSU, regardless of any action the Corporation or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the RSU. Neither the Corporation nor any of its subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant of the RSU or the subsequent sale of Shares issuable pursuant to the RSU. The Corporation and its subsidiaries do not commit and are under no obligation to structure the RSU to reduce or eliminate the Participant’s tax liability.

5. Dividends. In the event the Corporation declares dividends or distributions with respect to the Shares subject to the RSUs granted pursuant to this Agreement, the Participant shall be entitled to receive additional RSUs, issued in accordance with Section 2 of this Agreement, in an amount determined by dividing the cash value (as determined by the Committee if such dividend or distribution is not in cash) any such dividend or distribution by the Fair Market Value of a share of Stock on date the dividend or distribution is declared, provided that the Participant remains an Eligible Director on the record date of such dividend or distribution. In the event of the Participant’s death or termination of employment for any reason between the date the dividend or distribution is declared and the applicable record date, the Participant’s estate or the Participant, as applicable, will receive such dividends or distributions in the form otherwise payable to the holders of shares of Stock, provided that the estate or the Participant, as applicable, continues to hold the Shares upon which the dividends or distribution are declared through the applicable record date.

6. Rights as Stockholder. Except at set forth in Section 5 of this Agreement, neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Corporation in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued and recorded on the records of the Corporation or its transfer agents or registrars, and delivered to the Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a stockholder of the Corporation with respect to voting such Shares and receipt of dividends and distributions on such Shares.

7. Award is Not Transferable. Except to the limited extent provided in Section 3 above, this Award of RSUs and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way by the Participant (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Participant has been issued the Shares. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby immediately will become null and void.

8. Entire Agreement. This Agreement, subject to the terms and conditions of the Plan, represents the entire agreement between the parties with respect to the RSUs.

9. Binding Agreement. Subject to the limitation on the transferability of this Award contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

10. Additional Conditions to Issuance of Certificates for Shares. The Corporation shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of any or all the following conditions (as determined by the Committee): (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date set forth in Section 2 as the Committee may establish from time to time for reasons of administrative convenience.

11. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

12. Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and the Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Participant, the Corporation and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

13. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

14. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

15. Notice of Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules of the State of Delaware.

USA Mobility, Inc.
Senior Management Bonus Plan
2006
(Short Term Incentive Plan, STIP)

The purpose of USA Mobility, Inc.’s 2006 Senior Management Bonus Plan is to establish a coordinated effort to achieve key financial objectives and to provide a competitive total compensation opportunity for participants based on successful results.

One Net Customer (Subscriber) and one Cash Flow annual objective have been determined by the Board and will apply to all participants in the plan except regional vice presidents. Performance against these targets will be based upon overall Corporate attainment of the objectives and will be weighted as indicated below. The performance review period will be annual (January 1 through December 31, 2006) with the exception of regional vice presidents, who will be evaluated quarterly.

Quarterly revenue and subscriber targets have been established for regional vice presidents based upon the size and potential of the respective Region. Performance against these two targets will be based upon specific Regional attainment of the respective revenue and subscriber objectives. The third criteria, Corporate performance against the Corporate operating cash flow objective, is included and will be weighted according to the list below.

The 2006 Senior Management Bonus Plan begins on January 1, 2006 and ends on December 31, 2006. Generally speaking, all members of Senior Management including CEO, COO, CFO, General Counsel, EVPs, SVPs, VPs and RVPs are eligible to participate in the 2006 Management Bonus Plan (see attached Exhibit C for a list of participating employees).

•

An employee who is hired, promoted or transferred into of the above bonus-eligible positions after January 1, 2006 but before October 1, 2006 will participate in the Plan on a pro-rated basis according to his/her employment action date. In these cases, the pro-ration would be based on the number of full months worked out of 12 in a bonus-eligible position during the performance review period.

•

Any employee who is hired, promoted or transferred into a bonus- eligible position on or after October 1, 2006 will not be eligible to participate in the 2006 Management Bonus Plan.

Annual Bonus awards will be paid as soon as practicable after the annual audit has been completed and the annual 10K report has been filed with the SEC.

For Regional Vice Presidents whose bonuses are paid quarterly, each bonus shall be paid as soon as practicable after the 10Q has been completed and filed with the SEC.

An employee’s annual (or pro-rated, if applicable) salary as of December 31, 2006 will be used to calculate bonus targets and awards.

If a bonus-eligible individual’s employment is involuntarily terminated (other than for cause), he/she will be eligible to receive a pro-rated bonus based on Company Operating Performance, calculated with available data and in no event greater than 100% of the individual’s pro-rated Target Bonus minus any amounts already paid in 2006 bonus, provided the employee has executed an appropriate release and followed any other applicable and customary termination procedures.

If a bonus-eligible individual’s employment is involuntarily terminated (other than for cause) after the review period ends but before bonuses are paid, he/she will receive a bonus award calculated and paid as if he/she remained employed on the date of such payment, provided the employee has executed an appropriate release and followed any other applicable and customary termination procedures. In both the afore-mentioned circumstances, bonus awards will be paid on the earlier of: (1) the same date as bonus awards are paid to continuing employees; or (2) December 31, 2007.

Bonus-eligible individuals who voluntarily terminate their employment before a bonus award is paid will receive no bonus award.

Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following the employee’s termination of service unless the Company determines, in its good faith judgment, that paying such amounts at the time or times indicated in this Section would not cause the employee to incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the adoption hereof) (in which case such amounts shall be paid at the time or times indicated herein). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the employee a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the employee under this Plan during such six month period.

All rights are forfeited to a bonus award under the 2006 Senior Management Bonus Plan if employment is terminated for CAUSE prior to the date bonuses are paid. As used in the 2006 Senior Management Bonus Plan, CAUSE shall mean the participant’s continued failure as determined by the company to satisfactorily perform his/her reasonable assigned duties in the capacity employed (other than as a result of incapacity due to physical or mental condition) or the participant’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, or conviction of a felony.

The 2006 Senior Management Bonus Plan replaces all former management bonus plans and is in no way indicative of future bonus plans. The CEO participates in the plan consistent with the terms of his employment agreement. The adoption of the 2006 Senior Management Bonus Plan shall not be deemed to give any employee the right to employment with the Company or to interfere with the right of the Company to discharge any employee at any time, nor shall it be deemed to give the Company the right to require any employee to remain in its employ.


Delaware	000-51027	16-1694797
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

6677 Richmond Highway, Alexandria, Virginia		22306
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	USA Mobility, Inc.

August 2, 2006	By:	/s/ Thomas L. Schilling

		Name: Thomas L. Schilling
		Title: Chief Financial Officer


Exhibit No.		Description

99.1		USA Mobility, Inc. Long Term Cash Incentive Plan
99.2		Form of Award Agreement for the Long Term Cash Incentive Plan
99.3		Form of Restricted Stock Agreement for the Equity Incentive Plan
99.4		Form of Restricted Stock Unit Agreement for the Equity Incentive Plan
99.5		USA Mobility, Inc. 2006 Senior Management Bonus Plan


Date of Grant:
Number of RSUs: Additional RSUs:		(based on $ per share closing price on )
Total RSUs:
Vesting Schedule:		The RSUs shall be fully vested on the Date of Grant


PARTICIPANT:	USA MOBILITY, INC.
________________________________		—
Signature	By:
________________________________	Date: __________
Print Name Date: ___________


Date of Report (Date of Earliest Event Reported):		February 1, 2006


Registrant’s telephone number, including area code:		(703) 660-6677


Name: Address:		(“Participant”)