On December 28, 2016, Spok Holdings, Inc., a Delaware corporation
(the Company) entered into an executive employment agreement (the
Employment Agreement) with Vincent D. Kelly, the Chief Executive
Officer and President of the Company. Upon its effectiveness on
January 1, 2017, the Employment Agreement is intended to replace
and supersede the Second Amended and Restated Employment
Agreement by and between the Company and Mr. Kelly, dated as of
March 16, 2011 and amended as of July 29, 2013.

to the Employment Agreement, Mr. Kelly will continue to serve as
the Chief Executive Officer and President of the Company. The
term of the Employment Agreement will commence on January 1, 2017
and will end on December 31, 2019, unless earlier terminated. Mr.
Kellys annual base salary under the Employment Agreement will
initially be $600,000, with a target annual cash bonus
opportunity of 50% of his base salary.

The Employment Agreement provides for the payment of severance
benefits following certain terminations of Mr. Kellys employment
with the Company. If Mr. Kellys employment is terminated by the
Company other than for cause (as defined in the Employment
Agreement), or if Mr. Kelly resigns for good reason (as defined
in the Employment Agreement), then, subject to Mr. Kelly
executing and not revoking a general release of claims against
the Company, the Company will pay Mr. Kelly (i) an amount equal
to two times Mr. Kellys base salary, (ii) an amount equal to one
times Mr. Kellys target annual bonus (provided that, if Mr.
Kellys termination occurs within one year following a change in
control of the Company, he will be entitled to receive an amount
equal to two times his target annual bonus), (iii) a pro-rated
amount of Mr. Kellys target annual bonus for his service during
the year of termination, (iv) certain medical premium
reimbursements for up to two years following his termination, (v)
reimbursement for up to $35,000 for outplacement services, (vi)
accelerated vesting of any outstanding equity awards that are
subject solely to service-based vesting conditions, and (vii) a
waiver of any service-based vesting conditions applicable to
performance-based equity awards, which shall be payable if and
when applicable performance objectives are achieved. If Mr.
Kellys employment is terminated by the Company due to his death
or disability, the Company will pay Mr. Kelly (or, if applicable,
his estate) (i) an amount equal to two times Mr. Kellys base
salary and (ii) a pro-rated amount of Mr. Kellys target annual
bonus for his service during the year of termination.

to the Employment Agreement, Mr. Kelly will be subject to
non-competition and employee non-solicitation covenants during
the period of his employment with the Company and for two years
following his termination.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: