Sample Business Contracts

Incentive Compensation Plan - Unwired Planet Inc. and Maurice Jeffery

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                       FY 1999 Incentive Compensation Plan

                                 Maurice Jeffery

This document, revised March 19, 1999, details your Incentive Compensation Plan
for Fiscal Year 1999.


"Billings" shall mean the actual amount invoiced to customers in the Territory
in FY 1999 as a result of a signed contract, with payment terms of net 90 days
or less. Qualifying Billings include the actual net amount invoiced (net of all
discounts, allowances and taxes) for product license fees, maintenance and
support services provided to carrier and device manufacturer customers, and
consulting services performed by UP. For purposes of rewarding incentive
compensation for FY 1999, non-contingent billings for future years from
contracts signed in FY 1999 which are not dependent on any deployment or
adoption data will be recognized as follows:

                                  Fy 00 = 50%
                                  Fy 01 = 25%
                                  Fy 02 = 12.5%

The CEO of Unwired Planet shall determine which billings are non-contingent.

        "Revenues" shall be defined as the net dollar amount recognized by the
Company in its FY 1999 consolidated financial statements that were produced from
customers in the Territory, inclusive of wireless carrier, device manufacturer
and UP.Consulting customers.

        "Territory" shall mean North America. This consists of the United States
of America and its territories, and Canada.


A.   The Term of this Plan is Fiscal Year 1999.

B.   Base compensation/Salary (paid semi-monthly) is separate from the incentive
     compensation that may be earned under this Plan.

C.   This Plan supercedes all prior incentive compensation plans, whether
     written or oral, and may only be modified by the CEO of Unwired Planet,
     Inc. and you in writing.

D.   You must sign and return this Plan document to the CEO. By signing, you
     acknowledge that you have read, understand and agreed to abide and be bound
     by all the terms and conditions contained herein.

E.   Incentive compensation paid under this Plan shall be subject to all
     applicable withholding and other employment taxes, as required by law.

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F.   Equal pay for equal work & EEO Policy: Unwired Planet, Inc. maintains its
     commitment to a philosophy of equal pay for equal performance. In addition,
     Unwired Planet, Inc.'s Equal Employment Opportunity policy has been
     developed to ensure that all employment decisions, including those
     regarding compensation, are free from harassment or discrimination on the
     basis of race, religion, color, national origin, ancestry, disability,
     marital status, gender, age, sexual orientation or veteran status.

G.   Nothing in this Plan document shall be construed to imply a contract of
     employment between Unwired Planet, Inc. and yourself. Unwired Planet, Inc.
     reserves the right to terminate your employment or participation in the
     Plan at any time, with or without cause.


A.   The Plan provides for a recoverable draw, which is payable semi-monthly.

B.   The semi-monthly recoverable draw amount is one forty-eighth (1/48th) of
     your annual incentive compensation target.

C.   The recoverable incentive compensation draw amount may be reduced by the
     Company at any time in its sole discretion.

D.   The amount of recoverable draw shall be calculated by the Finance
     Department and paid by Payroll.

E.   Within forty five (45) days of the end of each fiscal quarter, the
     cumulative year-to-date amount of recoverable draw payments made through
     the end of the preceding fiscal quarter will be compared to the actual
     amount of incentive bonuses earned through such date. Where the actual
     amount of incentive bonuses earned exceeds the amount of recoverable draw
     payments made, the Company shall pay you the excess amount within forty
     five (45) days of the end of the applicable fiscal quarter. Where the
     actual amount of incentive bonuses earned is less than the amount of
     recoverable draw payments made, the negative balance owed to the Company
     shall be carried forward to the next fiscal quarter.

F.   Any negative balance owed to the Company at the end of the Plan Term shall
     be rolled forward to the succeeding fiscal year in accordance with the
     protocol described in E. above. Notwithstanding the foregoing, in the event
     your employment with Unwired Planet, Inc terminates for any reason, any
     negative balance owed by you as of such date shall be repaid immediately.


Your target incentive compensation for the Plan Term is $100,000. The actual
amount of incentive compensation you shall earn shall be based on your success
in achieving the three sales quotas described below:

A.   Billings Quota: Your Billings quota is $7,000,000 for FY 1999.

1.   For actual Billings of $0 - $7,000,000, the bonus will calculated by
     multiplying the

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     actual Billings amount by 0.70%.

2.   For Billings in excess of $7,000,000, the bonus will be calculated by
     multiplying the amount of Billings in excess of $7,000,000 by 4.00%. No cap
     shall apply.

3.   The Billings bonus will be paid on a quarterly basis through the normal
     payroll channel.

4.   Billings must be invoiced net 90 days or less and be based upon a signed

5.   Allocation of Billings made to device manufacturers shall be as follows:

6.   If the relationship with the device manufacturer has been driven by the
     requirements of a wireless carrier in your territory that the UP software
     be in the manufacturer's devices, then 50% of the Billing amount will be
     credited to the territory in which the wireless carrier is headquartered,
     and 50% will be credited to the territory in which the device manufacturer
     is headquartered. The Vice President with responsibility for the territory
     in which the wireless carrier is headquartered must register his claim for
     his share of such Billings with the CEO prior to the date the Billing is
     made to be eligible for credit.

               o    If the relationship with the device manufacturer has been
                    driven other than by the requirements of a wireless carrier,
                    then 100% of the Billing amount shall be credited to the
                    territory in which the device manufacturer is headquartered.

                Example: If actual Billings for your Territory for FY1999
                were $9,000,000, your Billings bonus would be calculated as

                      $7,000,000*0.70%               $ 49,000
                      $2,000,000*4.00 %              $ 80,000
                             Total Billings Bonus    $129,000

B.   Revenue Quota: Your Revenues quota is $5,000,000 for FY 1999.

     1.   Qualifying Revenues are those recognized in your Territory.

     2.   The maximum bonus you will receive for reaching your revenues quota is
          $31,000. Upon reaching 75% of your revenues quota ($3,750,000) you
          will be paid a bonus amount equal to 75% of your total eligible bonus.
          The remainder of the bonus amount will be paid on a prorated basis as
          you reach the remainder of your revenues quota.

     3.   The revenues quota bonus will be paid within forty-five (45) days of
          the end of the fiscal quarter in which your Revenues quota is reached.

 Example:        Timeframe      Revenues Quota Reached   Eligible Bonus

                     Q3         $3.75M (75%)                $ 23,250
                     Q4         $4.25M (85%)                $  3,100
                     Q4         $5.00M (100%)               $  4,650

               A bonus of $23,250 will be paid within 45 days of the end of the
               third quarter. A bonus of $7,750 will be paid within 45 days of
               the end of the fourth quarter.

     4.   You will receive 100% credit for license, maintenance, consulting and

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          revenues recognized during the Term in your Territory.

     5.   For revenues from device manufacturers, such shall be allocated to
          territories in the identical manner in which the Billings relating to
          such Revenues were allocated under A. above.

C.   Carrier Footprint

     1.   Your carrier footprint quota is to complete commercial license
          agreements for UP.Link Server products with three (3) new wireless
          carriers during the Term. Commercial licenses exclude trial licenses
          of any type.

     2.   To qualify, a wireless carrier must possess a marketshare of more than
          500,000 voice subscribers and must be approved by the CEO in advance.

     3.   You will receive a one-time carrier footprint bonus of $7,000 per
          qualifying wireless carrier headquartered in your territory signed to
          a commercial license agreement during the Term. There shall be no cap
          for carrier footprint bonuses.

     4.   The carrier footprint bonus will be paid within forty-five (45) days
          of the end of the fiscal quarter in which the commercial license
          agreement was signed by the wireless carrier.

D.   Special Incentive Bonus

     1.   You will receive a one time incentive bonus of $50,000 if Sprint signs
          a contract with UP to utilize the Uplink Server product in Fiscal Year
          1999 and if Sprint has a verifiable plan to deploy the UP product(s)
          in calendar year 1999.

     2.   If Sprint signs a contract with UP in Fiscal Year 1999, but does not
          have a plan to deploy in calendar year 1999, then you will receive a
          one-time bonus of $25,000.

     3.   This bonus will be paid at the end of the quarter in which the
          contract is signed.

E.   Chargebacks: Chargebacks are reductions to Billings and Revenues made by
     the Company retroactively and resulting from: (i) uncollectible accounts
     receivable; (ii) erroneous crediting of Billings and/or Revenues to your
     Territory; (iii) returned products and/or cancelled licenses and/or
     services; and (iv) other like adjustments. The Company reserves the right
     to apply Chargebacks against Billings and Earnings previously credited to
     your Territory in its sole discretion.


I acknowledge that I have read the Plan, understand all of its terms and
conditions, and agree to abide and be bound by, all the stated terms and

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/s/ MAURICE JEFFERY   3/29/99                /s/ ALAIN ROSSMANN       3/22/99
-----------------------------                --------------------------------
Maurice Jeffery       Date                   Alain Rossmann             Date