Exhibit 10.1
RESIGNATION
AGREEMENT
AND GENERAL RELEASE OF
CLAIMS
1. Hari Haran
(“Executive”) is employed by Openwave Systems Inc. (the
“Company”) as its Executive Vice President of Worldwide
Field Operations. Executive and the Company are parties to an
Employment Agreement of April 24, 2007 (the “Employment
Agreement”). Executive has now decided to resign from his
employment with the Company. It is the Company’s desire to
provide Executive with certain benefits that he would not otherwise
be entitled to receive upon his resignation and to resolve any
claims that Executive has or may have against the Company.
Accordingly, Executive and the Company agree as set forth below.
This Agreement will become effective on the eighth day after it is
signed by Executive (the “Effective Date”), provided
that Executive has not revoked this Agreement (by email notice to
Meg.Makalou@openwave.com) prior to that date.
2. Executive hereby confirms that he
has resigned from his employment, and from any positions that he
held as an officer or director with the Company and any of its
subsidiaries, effective as of July 31, 2008 (the
“Resignation Date”).
3. During the period between the
Resignation Date and January 31, 2009, Executive will make
himself available to assist the Company in any reasonable manner
requested by the Company, including assistance in the orderly
transition of Executive’s duties and the transfer of
information relevant to the Company’s business and/or
customers.
4. Subject to Executive’s
compliance with this Agreement, the Company will provide Executive
with the following after the Effective Date:
(a) during the period between the
Resignation Date and January 31, 2009, the Company will
continue to pay Executive his base salary at his final base salary
rate as of the Resignation Date; such salary continuation payments
will be made in accordance with the Company’s normal payroll
procedures, and will be subject to applicable
withholding;
(b) in the event that Executive
timely elects to obtain continued group health insurance coverage
in accordance with federal law (COBRA) following the Resignation
Date, the Company will pay the premiums for such coverage through
the earlier of January 31, 2009, or the date on which
Executive first obtains other group health insurance coverage;
thereafter, Executive may elect to purchase continued group health
insurance coverage at his own expense in accordance with COBRA;
and
(c) the Company will not contest any
accurate claims for unemployment benefits that are made by
Executive.
Executive acknowledges that he has
been paid all wages (including base salary and bonuses) and
accrued, unused vacation/paid time off that Executive earned during
his employment with the Company. Executive understands and
acknowledges that he shall not be entitled to any severance or
other payments or benefits from the Company other than those
expressly set forth in this Paragraph 4.
5. Executive and his successors
release the Company, its parents, divisions, subsidiaries, and
affiliated entities, and each of their respective current and
former shareholders, investors, directors, officers, employees,
agents, attorneys, insurers, legal successors and assigns of and
from any and all claims, actions and causes of action, whether now
known or unknown, which Executive now has, or at any other time
had, or shall or may have against those
