Exhibit 10.1
September 8, 2005
Mr. Harold L. Covert
Dear Hal:
On behalf of Openwave Systems Inc. (the
“Company”), we are pleased to confirm to you in writing
the offer that we previously discussed with you to serve as
Executive Vice President and Chief Financial Officer, with duties
and responsibilities established by Dave Peterschmidt that are
commensurate with that position. Your position will be located in
our Redwood City, California headquarters. The terms of the offer
are set forth below, as supplemented by the employment terms set
forth in the Company’s standard form of Executive Change of
Control Severance Agreement, Confidentiality and Invention
Assignment Agreement (“Confidentiality Agreement”), and
Indemnification Agreement for Executive Officers and Directors,
copies of which are attached to this letter, and referred to,
collectively with this letter, as the “Executive Offer
Documents”. Except as otherwise set forth below, these terms
shall be effective as of September 12, 2005 (“Effective
Date”). We anticipate that you will begin employment with
Openwave on September 12, 2005 and that you will officially assume
the position of Chief Financial Officer effective October 1,
2005.
1. Cash Compensation.
Your monthly base salary will be $29,166.66 per
month or $350,000 on an annualized basis. In addition, you will
receive a sign-on bonus equal to $150,000; provided, however, that
you agree to pay back a pro-rated portion of the sign-on bonus
should you voluntarily terminate your employment prior to the
twelve (12) month anniversary of the Effective Date.
You shall be eligible for a semi-annual
incentive cash award from the Company under the Company’s
Corporate Incentive Plan (“CIP”), based upon a target
for each semi-annual period which shall be one hundred percent
(100%) of your base salary actually earned for the six month
performance period (i.e., $175,000 based upon your initial base
salary). This amount will be pro-rated for your initial semi-annual
period. Under the terms of the CIP for calendar year 2005, your
actual annual incentive cash award may be below, at, or above
target (up to a maximum of 150% of your target, as pro-rated if
applicable) and shall be determined based upon the Company’s
achievement level against selected financial and performance
objectives. The terms of the CIP, including the financial and
performance objectives for the Company, shall be established for
each performance period by the Compensation Committee in
consultation with the Board of Directors of the Company.
Mr. Harold L. Covert
Page 2
2. Equity Awards.
Su
