OPENWAVE SYSTEMS INC. FISCAL YEAR 2010 EXECUTIVE CORPORATE INCENTIVE PLAN

Executive Compensation Plan Agreement

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OPENWAVE SYSTEMS INC

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Title: OPENWAVE SYSTEMS INC. FISCAL YEAR 2010 EXECUTIVE CORPORATE INCENTIVE PLAN
Date: 9/9/2009
Industry: Software and Programming Sector: Technology

Exhibit 10.19

Openwave Systems Inc.

Fiscal Year (FY) 2010

Executive Corporate Incentive Plan (CIP)

Table of Contents


1. Plan Objective		2
2. Plan Funding		2
3. Performance Periods		2
4. Incentive Compensation Payout Calculation		2
5. Calculation Example		3
6. Plan Administration		3
6.1 Eligibility		3
6.2 Eligible Earnings		3
6.3 Transfers between CIP and other Company incentive compensation plans		3
6.4 Terminations		3
6.5 Payout Timing		4
6.6 Deductions		4
6.7 Reservation of Right to Amend the CIP		4
6.8 Employment at Openwave		4
6.9 Conflict With Local Law		4
6.10 Key Contacts		4
7 FAQs		5

Openwave Systems Inc.

Confidential

Executive CIP FY2010

Page 1 of 5

Openwave Systems Inc.

Fiscal Year (FY) 2010

Executive Corporate Incentive Plan (CIP)

1. Plan Objective

The primary objective of Openwave’s Executive Corporate Incentive Plan (CIP) is to incent its Executives to lead the Company to greater profitability and success. Openwave is committed to sharing its success directly with the Executives who make it possible, and the CIP will reward Executives when the Company achieves certain financial objectives. Openwave believes its financial targets are most likely to be achieved when all of its Executives work together to lead and manage the organization, and that such teamwork will be a natural result of the CIP.

2. Plan Funding

The CIP is an incentive plan, which will be funded only if the Company achieves certain financial and profitability objectives. These objectives are set out below in Section 4, and they are based upon the combined performance of all functional units within the Company

3. Performance Periods

The Performance Periods under the FY2010 CIP are:

•

First half FY2010: July 1, 2009 through December 31, 2009

•

Second half FY2010: January 1, 2010 through June 30 2010

4. Incentive Compensation Payout Calculation

Actual Eligible Base Pay Earnings

(for the Performance Period)

Target

Incentive %

Company

Performance

Modifier

Payout

Where:

•

Actual Eligible Base Pay Earnings refer to the actual gross base pay earnings for each Participant during the Performance Period.

•

Target Incentive % - Each Participant is assigned a Target Incentive percentage, and his/her target incentive pay equals his/her Actual Eligible Base Pay Earnings x his/her Target Incentive %.

•

Company Performance Modifier

The Company’s performance against its financial objectives is reflected in the Company Performance Modifier, which is measured by year to date performance against the Company’s Operating Profit and Bookings targets as approved by the Board of Directors in connection with its approval of the Company’s Fiscal 2010 Operating Plan. Notwithstanding the foregoing, the Company’s Operating Profit and Bookings targets shall be properly adjusted by the Compensation Committee upon the completion of a merger or an acquisition to adequately reflect the impact of such merger or acquisition on the Company’s Operating Profit and Bookings targets, as well as its impact on the application of the Company Performance Modifier. The maximum Company Performance Modifier is 150%. The Company Performance Modifier is determined as follows:


Average of YTD Bookings Achievement % *and YTD Operating Profit Achievement %**	<80%		80%		90%		100%		110%		125%
Company Performance Modifier	0	%	50	%	75	%	100	%	120	%	150	%

Bookings Achievement is determined based on “net” Bookings year to date, which is the total Bookings amount entered into Cognos during that period, less the amount of any transactions that are debooked by Finance during that period (whether such transactions occurred prior to or during that Performance Period)

**	Operating Profit is determined on a non-GAAP basis before CIP payout

Openwave Systems Inc.

Confidential

Executive CIP FY2010

Page 2 of 5

Openwave Systems Inc.

Fiscal Year (FY) 2010

Executive Corporate Incentive Plan (CIP)

Note:

(i)

The Company Performance Modifier will not exceed 100% unless Openwave is profitable a

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