Spok (SPOK) 10-K 2008 FY Annual report

Exhibit 10.25

USA MOBILITY, INC.

2009 LONG-TERM INCENTIVE PLAN

Adopted by the Board of Directors

Upon Recommendation of the Compensation Committee

on January 6, 2009

To Be Effective as of January 1, 2009

TABLE OF CONTENTS

		Page
SECTION 1.	BACKGROUND, PURPOSE AND DURATION		1
1.1	Effective Date		1
1.2	Purposes of the Plan		1
SECTION 2.	DEFINITIONS		1
2.1	Actual Award		1
2.2	Affiliate		1
2.3	Award Agreement		1
2.4	Beneficial Owner		1
2.5	Board		2
2.6	Bonus Pool		2
2.7	Cause		2
2.8	Change of Control		2
2.9	Code		3
2.10	Committee		3
2.11	Common Stock		3
2.12	Company		3
2.13	Continuing Directors		3
2.14	Effective Date		3
2.15	Employee		3
2.16	Long Range Plan		3
2.17	Participant		3
2.18	Performance Goals		3
2.19	Performance Period		4
2.20	Person		4
2.21	Plan		4
2.22	Restricted Stock Unit		4
2.23	Separation from Service		4
2.24	Target Award		4
SECTION 3.	SELECTION OF PARTICIPANTS AND DETERMINATION OF      AWARDS		4

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TABLE OF CONTENTS
(continued)

		Page
3.1	Selection of Participants		4
3.2	Determination of Target Awards		4
3.3	Award Agreements		5
3.4	Bonus Pool		5
3.5	Dividend Equivalent Rights		5
SECTION 4.	VESTING AND PAYMENT OF AWARDS		6
4.1	Attainment of Performance Goals		6
4.2	Vesting		6
4.3	Time and Form of Payment		7
4.4	Proration or Forfeiture of Target Award		7
SECTION 5.	ADMINISTRATION		8
5.1	Committee is the Administrator		8
5.2	Committee Authority		8
5.3	Decisions Binding		8
5.4	Delegation by the Committee		8
SECTION 6.	GENERAL PROVISIONS		9
6.1	Unsecured General Creditor		9
6.2	Tax Withholding		9
6.3	No Rights as Employee		9
6.4	Participation		9
6.5	Successors		9
6.6	Payment in the Event of Death		9
6.7	Nontransferability of Awards		9
SECTION 7.	AMENDMENT, TERMINATION AND DURATION		9
7.1	Amendment, Suspension or Termination		9
7.2	Duration of the Plan		10
SECTION 8.	LEGAL CONSTRUCTION		10
8.1	Code Section 409A		10
8.2	Gender and Number		10
8.3	Severability		10

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TABLE OF CONTENTS
(continued)

		Page
8.4	Requirements of Law		10
8.5	Governing Law		10
8.6	Captions		10

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USA MOBILITY, INC.

2009 LONG-TERM INCENTIVE PLAN

SECTION 1.
BACKGROUND, PURPOSE AND DURATION

          1.1Effective Date. The Board adopted the Plan upon the recommendation of the Compensation Committee of the Board to be effective as of January 1, 2009.

          1.2Purposes of the Plan. The purposes of the Plan are to promote the success of the Company’s business, advance the interests of the Company, attract and retain the best available personnel for positions of substantial responsibility, and provide additional incentives to selected key employees for outstanding performance. The Plan permits the award of cash incentives and Restricted Stock Units to key employees as the Committee may determine. Upon attainment of Performance Goals for the Performance Period, Participants will receive a cash incentive payment, vested Restricted Stock Units will be paid in Common Stock, and dividend equivalent rights (if any) with respect to vested Restricted Stock Units will be paid in cash.

SECTION 2.
DEFINITIONS

     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 the vested portion of the Target Award (if any) payable to a Participant.

          2.2 “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by, controlling, or under common control with, the Company where “control” means the right to elect or appoint at least fifty percent (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. Notwithstanding the preceding, an Affiliate that is not an affiliate within the meaning of the regulations under Code section 409A shall not constitute an Affiliate under this Plan.

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

          2.4 “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 issued under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that Beneficial Owner shall exclude any Person becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

          2.5 “Board” means the Board of Directors of the Company.

          2.6 “Bonus Pool” means the pool of funds available for the payment of cash incentive awards to Participants.

          2.7 “Cause” unless otherwise defined in an employment agreement between the Participant and the Company or an Affiliate, means (a) dishonesty of a material nature that relates to the performance of services for the Company by Participants; (b) criminal conduct (other than minor infractions and traffic violations) that relates to the performance of services for the Company by Participant; (c) the Participant’s willfully breaching or failing to perform his or her duties as an employee of the Company (other than any such failure resulting from the Participant having a disability (as defined herein)), within a reasonable period of time after a written demand for substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed his or her duties; or (d) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. No act or failure to act on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that such action or omission was in the reasonable best interests of the Company. 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.

          2.8 “Change of Control” shall be deemed to occur upon the earliest to occur after the Effective Date of any of the following events:

                (a) Any Person (excluding any employee benefit plan of the Company or any Affiliate) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities then entitled ordinarily to vote for the election of directors; or

               (b) During any period of two (2) consecutive years commencing on or after the Effective Date, the individuals who at the beginning of such period constitute the Board or any individuals who would be Continuing Directors (as defined below) cease for any reason to constitute at least a majority thereof; or

               (c) The Board shall approve a sale of all or substantially all of the assets of the Company; or

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                 (d) The Board shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (a) or (b), above.

Notwithstanding the forgoing, a Change of Control shall not occur as a result of any sale or other transaction that results in management taking the Company private.

          2.9 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

          2.10 “Committee” means the committee appointed by the Board 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, nonemployee members of the Board also may act as the Committee from time to time.

          2.11 “Common Stock” means the common stock of the Company, par value $0.0001 per share.

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

          2.13 “Continuing Directors” means the directors of the Company in office on the Effective Date and any successor to any such director and any additional director who after the Effective Date (i) was nominated or selected by a majority of the Continuing Directors in office at the time of his or her nomination or selection and (ii) who is not an “affiliate” or “associate” (as defined in Regulation 12B promulgated under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of the Company’s outstanding securities then entitled ordinarily to vote for the election of directors.

          2.14 “Effective Date” means January 1, 2009.

          2.15 “Employee” means any key employee of the Company or 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.

          2.16 “Long Range Plan” means the Long Range Plan in effect as of January 1, 2009, which may be adjusted in the event of a Change of Control or other corporate reorganization, merger or similar transaction.

          2.17 “Participant” means an Employee who has been selected by the Committee for participation in the Plan. Employees who have been selected to participate as of January 15, 2009 are listed on Exhibit A.

          2.18 “Performance Goals” means that the annual Operating Expenses for the fiscal year 2012 shall not be more than $[***] million and Earnings Before Interest Taxes

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Depreciation and Amortization (EBITDA) for fiscal year 2012 shall not be less than $[***] million. For this purpose, the calculation of Operating Expenses will include (i) service, rent and maintenance expenses, (ii) selling and marketing expenses, and (iii) general and administrative expenses, but will not include (iv) severance costs, (v) product costs or (vi) depreciation, amortization and accretion expenses. Achievement of the Operating Expense and EBIDTA goals will be given equal weight in determining Actual Awards. The Committee may revise the Performance Goals in the event of a Change of Control or other corporate reorganization, merger, similar transaction, to take into account extraordinary events or as the Committee determines is in the best interests of the Company.

          2.19 “Performance Period” means the period commencing January 1, 2009 and ending December 31, 2012 unless otherwise determined by the Committee or specified in an Award Agreement or an employment agreement between the Participant and the Company.

          2.20 “Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company and (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or Affiliate.

          2.21 “Plan” means the USA Mobility, Inc. 2009 Long-Term Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

          2.22 “Restricted Stock Unit” means the right to receive a share of Company Common Stock upon the attainment of the Performance Goals.

          2.23 “Separation from Service” means separation from service as defined in the Treasury Regulations under Code section 409A. “Separates from Service” shall have a consistent meaning.

          2.24 “Target Award” means the target award, at one hundred percent (100%) achievement of the Performance Goals payable under the Plan, as determined by the Committee in its sole discretion.

SECTION 3.
SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

          3.1Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants in the Plan and the Committee may, in its sole discretion, select Employees to participate in the Plan at any time during any Performance Period.

          3.2Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award that may be earned by each Participant based on a multiple of the 2009 annual bonus for each Participant (or, with respect to Participants selected to participate in the Plan after the commencement of a Performance Period, the annual bonus for the year in which the Participant commenced participation in the Plan). Fifty percent (50%) of the Target Award shall be paid in cash and fifty percent (50%) of the Target

[***] Means that certain confidential information has been deleted from this document and filed separately with the Securities and Exchange Commission.

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Award shall be paid in Restricted Stock Units. The number of Restricted Stock Units granted shall be based on the fair market value of the Company’s Common Stock on December 31, 2008; provided, for purposes of determining the number of Restricted Stock Units granted to an Employee who becomes a Participant after the first day of the Performance Period, the number of Restricted Stock Units may be determined, in the sole discretion of the Committee, based on (a) the fair market value of the Company’s Common Stock on December 31, 2008, reduced by the value of any cash dividends or cash distributions (regular or otherwise) that are paid with respect to the Company’s Common Stock from that date to the date of grant or (b) the fair market value of the Company’s Common Stock on the date on which the Participant commenced participation in the Plan. Restricted Stock Units shall be granted pursuant to the USA Mobility, Inc. Equity Incentive Plan. Further, if at any time the Common Stock ceases to be registered as a class of equity securities under the Exchange Act, whether as a result of a Change of Control or otherwise, the Committee may in its sole discretion convert any Restricted Stock Units into a right to receive cash in lieu of shares of Common Stock based upon the fair market value of a share of Common Stock at the time of or immediately prior to the time the Common Stock was no longer registered under the Exchange Act.

          3.3Award Agreements. Target Awards granted pursuant to the Plan shall be evidenced by Award Agreements. 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.

          3.4Bonus Pool. The Committee, in its sole discretion, shall establish a Bonus Pool to pay cash awards.

          3.5Dividend Equivalent Rights. A Participant shall be entitled to dividend equivalent rights with respect to Restricted Stock Units to the extent that any cash dividends or cash distributions (regular or otherwise) are paid with respect to the Company’s Common Stock during the Performance Period. The dividend equivalent rights will be subject to the vesting restrictions and the other terms and conditions under this Plan that are applicable to the Restricted Stock Units until such time, if ever, as the Restricted Stock Units with respect to which the dividend equivalent rights are paid vest.

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SECTION 4.
VESTING AND PAYMENT OF AWARDS

          4.1Attainment of Performance Goals. In order for Actual Awards to be earned and paid, the Company must attain the Performance Goals. If the Performance Goals are not met on or before the last day of the Performance Period, the Committee, in its sole discretion, may direct the Company to pay less than the Target Award to reflect actual performance.

          4.2Vesting.

               (a) Target Awards shall vest upon the Committee’s reasonable determination that the Performance Goals have been achieved. If the Performance Goals are met, Participants will be entitled to the vested portion of a Target Award.

               (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 Participant’s 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 Participant’s Target Award shall vest.

                    (iii) If a Change of Control occurs during the final year of the Performance Period, the Participant’s Target Award shall vest in full.

With respect to an employee who becomes a Participant after January 15, 2009, the accelerated vesting described above will apply on a prorated basis based on the number of days worked during the Performance Period. For clarity, if an employee becomes a Participant in the second year of the Performance Period, accelerated vesting of his Target Award (prorated as described in section 4.4, below) will be calculated as follows: fifty percent (50%) of a Participant’s unvested Target Award will be multiplied by a fraction, the numerator of which is the number of days the Employee was a Participant in the Plan 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 Target Awards will vest provided that the Company is on target to meet the objectives in the Company’s Long Range Plan.

               (d) All Actual Awards will be paid at the time provided in Section 4.3.

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          4.3Time and Form of Payment.

               (a) Each Actual Award, including dividend equivalent rights, shall be paid in cash (or its equivalent) in a single lump sum and Common Stock pursuant to the Award Agreements, subject to any required withholding for income and employment taxes.

               (b) Actual Awards will be paid 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.

               (c) Notwithstanding 4.3(b), 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 Participant’s 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, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s 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.

               (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will 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 at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid following the end of the six-month period.

          4.4Proration or Forfeiture of Target Award.

               (a) Newly hired or promoted employees who are selected to participate in the Plan after January 15, 2009 will participate in the Plan on a prorated basis based on the number of days worked during the Performance Period after being selected to participate in the Plan. The prorated award will be calculated as follows: one-hundred percent (100%) of a Participant’s unvested Target Award will be multiplied by a fraction, the numerator of which is the number of days the Employee was a Participant in the Plan during the Performance Period, and the denominator of which is the total number of days in the Performance Period.

               (b) If the Participant involuntarily Separates from Service without Cause or due to disability, he or she will be eligible to receive a prorated Target Award if the Performance Goals are met provided that, in the event Participant involuntarily Separates from Service without Cause, 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

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termination procedures, as determined by the Company in its sole discretion. The unvested Target Award will be prorated to the date of Separation from Service, and the prorated award will be calculated as follows: one-hundred percent (100%) of a Participant’s unvested 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 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 Sections 4.3.

               (c) Notwithstanding Section 4.4(b), any Participant who involuntarily Separates from Service without Cause during his or her first year of participation in the Plan shall forfeit any right to receive an Actual Award.

               (d) Any Participant whose employment is terminated for Cause or voluntarily Separates from Service prior to the date Actual Awards are paid shall forfeit any right to receive an Actual Award.

SECTION 5.
ADMINISTRATION

          5.1Committee 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.

          5.2Committee 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. 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 Plan.

          5.3Decisions 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.

          5.4Delegation 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.

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SECTION 6.
GENERAL PROVISIONS

          6.1Unsecured General Creditor. Actual Awards 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.

          6.2Tax Withholding. The Company shall be entitled to withhold from, or in respect of, any payment to be made 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). The Committee may permit a Participant to satisfy all or part of his or her tax withholding obligations by having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant or, with respect to Restricted Stock Units, having the Company withhold a number of shares of Common Stock that become vested having a fair market value equal to the tax withholding obligations. The fair market value of the shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

          6.3No Rights as Employee. Nothing in the Plan or any documents relating to the Plan shall (a) confer on a Participant any right to continue in the employ of the Company; (b) constitute any contract or agreement of employment; or (c) interfere in any way with the Company’s right to terminate the Participant’s employment 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 Separation from Service.

          6.4Participation. No Employee shall have the right to be selected to receive an award under this Plan.

          6.5Successors. This Plan shall be binding upon and inure to the benefit of the Company and any successor to the Company and the Participant’s heirs, executors, administrators and legal representatives.

          6.6Payment in the Event of Death. In the event of a Participant’s death, any vested benefits remaining unpaid shall be paid to the Participant’s estate.

          6.7Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by the laws of descent and distribution. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.

SECTION 7.
AMENDMENT, TERMINATION AND DURATION

          7.1Amendment, Suspension or Termination. The Board, in its sole discretion and without prior notice to Participants, may amend or terminate the Plan, or any part

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thereof, at any time and for any reason, to the extent such action will not cause adverse tax consequences to a Participant under Code section 409A. Except as provided in Section 2.18, the amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or materially 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.

          7.2Duration of the Plan. The Plan shall commence on January 1, 2009 and, subject to Section 7.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect thereafter.

SECTION 8.
LEGAL CONSTRUCTION

          8.1Code Section 409A. The Plan is intended to be a nonqualified deferred compensation plan within the meaning of Code section 409A and shall be interpreted to meet the requirements of Code section 409A. To the extent that any provision of the Plan would cause a conflict with the requirements of Code section 409A, or would cause the administration of the Plan 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.

          8.2Gender 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.

          8.3Severability. 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.

          8.4Requirements 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.

          8.5Governing 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.

          8.6Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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