Employment Agreement - Openwave Systems Inc. and Steve Peters
[OPENWAVE LOGO]
April 28, 2003
Steve Peters
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Steve:
This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and the Confidentiality and Invention
Assignment Agreement (the "Confidentiality and Invention Assignment Agreement"),
each, between you and the Company and dated as of the same date of this letter.
The terms set forth below are effective as of today.
Your title will be Senior Vice President and Chief Administrative and Legal
Officer. You will continue to report to me and your responsibilities will
include the Company's finance and legal organizations. Your monthly base salary
is $22,920 per month or $275,000 on an annualized basis. In addition, based upon
achievement of financial and other performance objectives by the Corporation
under the Corporation's "Corporate Incentive Plan", the Company shall pay to you
an annual incentive cash award based upon a target which shall be fifty percent
(50%) of your base salary, with the actual annual incentive cash award
determined to be below, at, or above target, based upon the Company's
achievement level against the financial and performance objectives.
Notwithstanding the foregoing, the Corporate Incentive Plan does not currently
permit any payments unless the Company is profitable.
Subject to approval of the Compensation Committee of the Board of Directors, you
will receive a restricted stock award of 200,000 shares of Company common stock
(the "Restricted Stock Award"), with 100,000 of the shares vesting on April 29,
2004, and the remaining 100,000 shares vesting ratably over the next twelve (12)
months on a monthly basis on the 29th of each month. All vesting shall be
contingent upon your continued employment at the Company on the applicable
vesting date. The Company is aware that you will incur federal and state income
taxes as a result of your receipt or the vesting of the Restricted Stock Award.
As we have agreed, the Company will pay you a cash bonus of $285,000 (not
subject to any tax gross up) to assist you in paying the taxes applicable to the
Restricted Stock Award. Should you timely make an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended (an "83(b) election"), the
Company shall pay this entire cash bonus promptly after receiving evidence of
your 83(b) election. Should you not timely make an 83(b) election, the Company
shall pay the entire cash bonus on April 29, 2004, subject to your continued
employment through that date. The Company shall be entitled to pay the cash
bonus, or applicable portion thereof, as appropriate, to the applicable taxing
authorities upon your behalf. It is entirely your choice whether you make an
83(b) election and you should consult with your own tax and financial advisors
in that regard.
You also will be eligible and considered for a stock option award in connection
with the Company's 2003 executive option program. In addition, you will continue
to be entitled to any benefits applicable to you under the Company's Executive
Severance Policy, as in effect at the applicable time. As an employee, you also
will continue to be eligible to receive our standard employee benefits except
for matters that this letter provides you with more valuable benefits than the
Company's standard policies.
You should be aware that your employment with the Company is for no specified
period and constitutes "at will" employment. As a result, you are free to resign
at any time, for any reason or for no reason. Similarly, the Company is free to
conclude its employment relationship with you at any time, with or without
cause, subject to the severance obligations under or referred to in this letter.
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In consideration of the foregoing, you hereby reconfirm your obligations under
the Confidentiality and Invention Assignment Agreement.
Please review these terms to make sure they are consistent with your
understanding. If so, please send the original signed offer letter in the
provided envelope to Tim Silvera no later than five days after your receipt of
this letter.
Accepted by:
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Don Listwin Steve Peters
President and CEO