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EXHIBIT 10.16
AMENDMENT NO.2 OF THE PAGING NETWORK, INC.
SEVERANCE PAY PLAN
WHEREAS, Paging Network, Inc. (the "Company") maintains the Paging Network,
Inc. Severance Pay Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now desirable;
NOW, THEREFORE, IT IS RESOLVED that, pursuant to the amending power
reserved to the Board of Directors of the Company (the "Board") pursuant to
subsection 7.1(b), the Plan be, and it hereby is, amended in the following
particulars:
Effective as of the date of the adoption of this amendment by the Board, by
modifying Section 4.5 to read in its entirety as follows:
"4.5 Severance Benefits. If a Participant becomes entitled to severance
benefits in accordance with the provisions of subsection 4.1 the
Participant shall continue to receive medical insurance, disability
income protection, life insurance protection and death benefits, and
perquisites for a period of not less than the 12 consecutive months
immediately following the date of termination of employment, with
substantially similar coverage and at no additional cost to the
Participant than as such benefits were provided to such Participant
immediately prior to the Change in Control. Any Participant described
in the first sentence of this subsection 4.5 shall be further entitled
to a lump sum payment in cash no later than ten business days after
the date of termination equal to:
(a) If the Participant holds the position of Chairman and Chief
Executive Officer, President and Chief Operating Officer,
Executive Vice President and Chief Administrative Officer or
Senior Vice President and Chief Financial Officer of the
Company, or President and Chief Operating Officer of Vast
Solutions, Inc., as of the date of the Change in Control,
then three hundred percent (300%) of the Participant's Base
Severance Amount; or
(b) If the Participant holds the position of Regional Sales Vice
President or Senior Vice President (but is not designated in
subparagraph (a)), as of the date of the Change in Control,
then two hundred percent (200%) of the Participant's Base
Severance Amount; or
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(c) If the Participant holds the position of Director or higher
(but is not designated in subparagraph (a) or (b) above) as
of the date of the Change in Control, one hundred percent
(100%) of the Participant's Base Severance Amount; or
(d) for all other Participants, then fifty percent (50%) of the
Participant's Base Severance Amount, as defined below;"
