Sample Business Contracts

Employment Agreement - Openwave Systems Inc. and Don Listwin

Employment Forms

Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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1400 Seaport Boulevard

Redwood City

California 94063

U.S.A.

main +1 650 562 0200

fax +1 650 817 1499

www.openwave.com

February 6, 2004

Don Listwin

1400 Seaport Boulevard

Redwood City, CA 94063

Re: Amendment to Employment Agreement

Dear Don:

This letter amends the Amended and Restated Employment Agreement between you and Openwave Systems Inc. (the “Company”) dated as of February 10, 2003 (your “Employment Agreement”).

You have requested that your base salary be reduced from $400,000 (as defined in the Employment Agreement, your “Base Compensation”) to $1 per year until the Company has achieved and publicly announced a full fiscal quarter of GAAP profitable financial results. The Compensation Committee of the Board of Directors has agreed to accept your proposal.

Therefore, effective as of February 1, 2004, your base salary rate will be reduced to $1 per year until such time as the Company has publicly announced positive Net Profits (i.e., GAAP profitability) for a full fiscal quarter. At such time, the Compensation Committee shall re-evaluate in its discretion what your base salary should be on a going forward basis. The amounts of any potential payments that may become due to you, upon the occurrence of certain future events (e.g., a constructive termination upon a change of control), under your Employment Agreement that are expressed as a percentage of your Base Compensation will continue to be calculated according to your Base Compensation prior to this reduction. However, the amounts of any benefits that may become due to you under the Company’s benefit plans, that are expressed as a percentage of your Base Compensation, shall be calculated based on your actual base salary of $1.

Except as otherwise provided herein, the terms and conditions of your Employment Agreement shall remain in effect. Please note that by signing this letter, you acknowledge that this reduction in salary does not constitute an Involuntary Termination (as defined in the Employment Agreement), constructive discharge or other similar event that might otherwise result from a reduction in salary, and that you have no right to any severance or other benefits as a result of this reduction.

Please review these terms to make sure they are consistent with your understanding. If so, please return the original signed letter to the General Counsel within five days of your receipt of this letter.


Openwave Systems Inc.				Agreed and accepted:

/s/ Bernard Puckett				/s/ Don Listwin

Bernard Puckett Chairman of, and on behalf of, the Compensation Committee of the Board of Directors				Don Listwin