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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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 provis
