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Exhibit 10.1
SEVERANCE & RELEASE AGREEMENT
This Severance Agreement and Release ("Agreement") is made by
and between Openwave Systems Inc. (the "Company"), and Allen
Snyder ("Snyder").
WHEREAS, Snyder has been employed by the Company since
December 26, 2000, most recently in the position of Chief
Operating Officer;
WHEREAS, the Company and Snyder have entered into a Confidential
Information and Invention Assignment Agreement (the
"Confidentiality Agreement") dated November 21
st , 2006 and
incorporated herein by reference;
WHEREAS, Snyder has entered into two letter agreements regarding
the terms and conditions of his employment with the Company, dated
October 4, 2004, and February 23, 2006, respectively and
incorporated herein by reference ("Letter Agreements"), which
provide for specified severance benefits in the event of
termination under designated circumstances;
WHEREAS, Snyder is an eligible Participant in the Openwave
Executive Severance Benefit Plan;
WHEREAS, the Company desires to extend certain severance
benefits to Snyder consistent with and in addition to the benefits
provided in the Executive Severance Benefit Plan and the Letter
Agreements, to assist Snyder with the transition from employment
with the Company, and in return, Snyder has agreed to release the
Company from any claims arising from or related to the employment
relationship;
NOW THEREFORE, in consideration of the mutual promises made
herein, the Company and Snyder (collectively referred to as "the
Parties") hereby agree as follows:
A. Final Date of Employment . Snyder’s employment
with the Company will end on November 30, 2006 ("Final Date of
Employment"). Company will pay to Snyder all accrued but unused
vacation time and floating holidays, if any, as of the Final Date
of Employment.
B. Consideration . Providing Snyder has complied with
Paragraph D below, the Company agrees to provide Snyder with the
following severance benefits:
1. Within five (5) business days following June 1,
2007, Company will provide Snyder severance compensation in the
form of a lump sum payment equal to $750,000.00 (Seven
Hundred-Fifty Thousand Dollars) (the equivalent of one year’s
base salary plus one year’s target incentive compensation).
Customary payroll taxes and income tax withholding will be deducted
from the separation compensation lump sum payment, at a rate
consistent with Mr. Snyder’s Form W-4 on file at the
time of the payment and applicable law.
2. The Company shall provide for accelerated vesting of stock
options and restricted stock, as follows:
a. Accelerated vesting of 2,414 options to purchase Openwave
Systems, Inc. common stock granted to Snyder on December 12,
2003, in Grant No. 16031 such that vesting will occur within
two business days following Effective Date of this Agreement.
b. Accelerated vesting of 24,670 options to
purchase Openwave Systems, Inc. common stock granted to Snyder on
December 12, 2003, in Grant No. 16032 such that vesting
will occur within two business days following the Effective Date of
this Agreement.
c. Accelerated vesting of 50,000 options to purchase Openwave
Systems, Inc. common stock granted to Snyder on October 4,
2004 in Grant No. 16320 such that vesting will occur within
two business days following the Effective Date of this
Agreement.
d. Accelerated vesting of 10,892 options to purchase Openwave
Systems, Inc. common stock granted to Snyder on October 6,
2005 in Grant No. 17584 such that vesting will occur within
two business days following the Effective Date of this
Agreement.
e. Accelerated vesting of 52,999 options to purchase Openwave
Systems, Inc. common stock granted to Snyder on October 6,
2005 in Grant No. 17585 such that vesting will occur within
two business days following the Effective Date of this
Agreement.
f. Accelerated vesting of 1389 shares of restricted stock
granted to Snyder on January 12, 2004 in Grant No. 16041
such that vesting will occur within two business days following the
Effective Date of this Agreement.
g. Accelerated vesting of 7,500 shares of restricted stock
granted to Snyder on March 7, 2005 in Grant No. 17042
such that vesting will occur within two business days following the
Effective Date of this Agreement.
h. Accelerated vesting of 80,000 shares of restricted stock
granted to Snyder on October 4, 2004 in Grant No. 16319
such that vesting will occur within two business days following the
Effective Date of this Agreement, and
i. Accelerated vesting of 80,000 shares of restricted stock
granted to Snyder on February 23, 2006 in Grant
No. 017814. Vesting of this grant occurred on November 1,
2006.
Pursuant to the terms of the applicable Stock Option and
Restricted Stock Agreements and Plans, except as specifically
provided for in paragraph 2a-I, above, Snyder shall have not
entitlement to vesting of stock options and/or restricted stock
after the Final Date of Employment. Snyder’s entitlement to
exercise vested stock options following the Final Date of
Employment shall be governed by the terms of the applicable Stock
Option Agreements and Plans.
3. The Company shall, at Company’s expense, continue to
provide Snyder, and eligible dependents of Snyder, medical, dental
and vision insurance benefit coverage in coordination with COBRA
for a period of six (6) months, providing Snyder
executes all necessary COBRA election documentation which
will be sent to Snyder after Snyder’s Final Date of
Employment. Thereafter, if Snyder wishes to continue such COBRA
coverage, Snyder will be required to pay all requisite premiums for
such continued coverage.
C. Incentive Compensation . Company represents that
Snyder will be entitled to incentive compensation pursuant to the
Fiscal Year 2007 Corporate Incentive Plan ("CIP"), pursuant to the
terms of the CIP and, as follows:
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1.
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Snyder is entitled to incentive compensation for
the FY 2007 Q1 performance period beginning July 1, 2006, and
ending September 30, 2006, pursuant to the terms and
conditions of the CIP; and
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2
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2.
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Snyder may be entitled to incentive compensation
for a pro rata payment representing his employment through
November 30, 2006 for the FY 2007 Q2 performance period which
shall be paid in the regular course of business pursuant to the
terms and conditions of the CIP; and
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3.
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Snyder will not be entitled to incentive
compensation for any performance period following the FY 2007 Q2
performance period, except as paid by the Executive Severance
specified in section B1.
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D. Confidential Information and Company
Property . Snyder shall maintain the confidentiality of the
terms of this Agreement and shall continue to maintain all
confidential and proprietary information of the Company and shall
continue to comply with the terms and conditions of the
Confidentiality Agreement between Snyder and the Company. With the
exception of his Company issued cellular telephone, data cards,
Blackberry and laptop computer, Snyder shall return all the Company
property and confidential and proprietary information (including
Technical/Patent Notebook, if any) in his possession to the Company
on or before the Final Date of Employment. Snyder shall retain
possession of his Company issued cellular telephone, data cards,
Blackberry and laptop computer but shall be responsible for
services associated with the cellular telephone as of
December 8, 2006.
E. Payment of Salary . Snyder acknowledges and represents
that, except as specifically stated in paragraph C of this
Agreement, the Company has paid all salary, wages, bonuses,
vacation, commissions and any and all other benefits due to Snyder
through the date the Snyder signs this Agreement.
F. Expense Reports . Company agrees that it will pay all
expenses incurred by Snyder as part of his employment consistent
with the provisions of Company’s Travel and Expense
reimbursement policy. Snyder agrees that he
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