Employment Offer Letter - John Giere



 Exhibit 10.4 
  

			
		  	 




 June 16, 2009 
 John Giere 
  

	Re:	Offer of Employment 

 Dear John: 
 We are extremely pleased to offer you this opportunity to join Openwave Systems Inc. (“Openwave”) in the position of Senior Vice President,
Product and Marketing. You will report to Ken Denman, CEO and you will be based in Openwave’s Redwood City location. The following terms and conditions shall apply to your anticipated employment with Openwave. This offer is contingent upon the
positive confirmation of the information you have provided in your resume, a successful background check and references. 
 1. Commencement
of Employment with Company. 
 Your employment will commence on July 8, 2009. 
 2. Base Compensation. 
 Your annual base
salary will be USD $300,000. You will be paid semi-monthly on the 15th and the last working day of each month. 
 3. Incentive
Compensation 
 You will be eligible for a bi-annual incentive cash award from the Company under the Company’s Corporate Incentive Plan
(“CIP”), based upon a target for each six month period which shall be 90% of your base salary actually earned for the six month performance period (i.e., $135,000.00 based upon your initial base salary). Under the terms of the CIP, your
actual annual incentive cash award may be below, at, or above target (up to a maximum of 150% of your target, as prorated if applicable) and shall be determined based upon the Company’s achievement level against selected financial and
performance objectives. The terms of the CIP, including the financial and performance objectives for the Company, shall be established for each performance period by the Compensation Committee in consultation with the Board of Directors of the
Company. 
 4. Sign-on Bonus 
 You will receive a $25,000.00 sign-on bonus. Should your employment with Openwave terminate for any reason other than an Involuntary Termination as defined in Addendum E or a reduction in force within your first twelve (12) months of
employment, you agree to pay back the bonus on a prorated basis, with pro-ration based upon the number of months of your service with the company. 
 5. Equity Awards. 
 Subject to the approval of the Compensation Committee of the Board of Directors of Openwave at its first
meeting following your employment commencement date, you will be granted an option to purchase 325,000 shares of Common Stock (the “Option”). The Option shall have an exercise

  


			
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price equal to the fair market value of the Company common stock on the date of grant (which shall be determined in the discretion of the Compensation Committee in accordance with the terms of
Openwave’s 2006 Stock Incentive Plan). The vesting commencement date will be your employment commencement date. The option will vest monthly over a period of 4 years contingent upon continued employment on the applicable vesting date. Any
Option granted shall be subject to the terms of the Company’s policies and standard form of agreements. 
 6. Insurance Plans.

 You are also eligible to participate in our comprehensive employee benefit programs. You understand and agree that, subject to applicable law,
the Company reserves the right to unilaterally revise the terms of the employee benefit programs. 
 7. Relocation. 
 Openwave cover reasonable expenses and will assist you in your relocation to the Redwood City area as per the Company’s Relocation Policy and per the
terms referenced in a letter to you from Meg Makalou on June 25, 2009. You must relocate to the Redwood City area no later than November 30, 2009. Please contact Alyssa Wagner at 650.480.4532 to learn more about your relocation assistance
package. 
 8. At Will Employment. 
 You should be aware that your employment with Company is for no specified period and constitutes “at will” employment. As a result, you, and/or the Company, each have the right to terminate the employment relationship at any time
for any reason, with or without cause. This is the full and complete agreement between you and the Company regarding this term. Although your job duties, title, compensation and/or benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your employment may only be changed in a written amendment to this Agreement signed by you and an authorized officer of the Company. 
 9. US Work Authorization 
 Your employment
will commence on July 8, 2009, or on the first available date following your providing to Company proof of your eligibility to work in the United States. 
 10. Severance. 
 If your employment is terminated by the Company other than for Cause as
defined in Addendum E, you shall be eligible to receive the severance and benefits described in the Company’s Executive Severance Benefit Policy and as consistent with applicable law. This paragraph and your participation in the Company’s
Executive Severance Benefit Policy do not change or alter the at will nature of your employment relationship with the Company. 
 11.
Components of Agreement. 
 Incorporated into this Agreement by reference are the following addendums (“Addendums”) and their
attachments, each of which is a component of the Agreement. 
 Addendum A- Employment Requirements 
 Addendum B- Confidential Information and Inventions Assignment Agreement 
 Addendum C- Insider Trading Policy 
 Addendum D- Code of Conduct and Ethics 
 Addendum E- Definitions of Involuntary Termination and Cause 
 Addendum F- Change of Control Severance Agreement 
  


			
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 12. Section 409A. 
 You and the Company intend that income provided to you pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code (“Section 409A”), and the
provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. The Company does not, however, guarantee any particular tax effect for income provided to you pursuant to this
Agreement, and except for its obligation to withhold applicable income and employment taxes from compensation paid or provided to you, the Company shall not be responsible for the payment of any applicable taxes incurred by you on compensation paid
or provided to you pursuant to this Agreement. In the event that any compensation to be paid or provided to you pursuant to this Agreement may be subject to the excise tax described in Section 409A, the Company may delay such payment for the
minimum period required in order to avoid the imposition of such excise tax. 
 13. Entire Agreement/Modification. 
 This Agreement, the Addendums, and any stock option agreements between you and the Company, constitute the entire agreement between you and the Company
concerning our employment relationship, and they supersede all prior negotiations, representations, and agreements regarding that subject. This Agreement cannot be modified or amended except by a subsequent written amendment signed by you and an
authorized officer of the Company. 
 Please review these terms to make sure they are consistent with your understanding. Please sign one copy
and return, no later than June 19, 2009. Your acceptance of this Agreement represents a unique opportunity for both you and Company to grow and to succeed. We thank you for the commitment you have made to our common vision and look forward to
working with you. 
 Sincerely, 
 Ken
Denman 
 Chief Executive Officer 
 I
accept the offer of employment and terms stated in this Offer Letter and the accompanying Addendums and attachments. 
  

									
	 Accepted:
	 	 /s/ John Giere
	 	Date:	 	 6/29/09
	 	
		 	 John Giere
	 		 		 	

  


			
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