Employment Offer Letter



 Exhibit 10.1 
 

 
 July 7, 2008 
 Karen
Willem 
 14135 Arcadia Palms Drive 
 Saratoga, CA 95070

 Re: Offer of Employment 
 Dear Karen: 
 We are extremely pleased to offer you this opportunity to join Openwave Systems Inc. (“Openwave”) in the position of SVP & Chief Financial Officer. You
shall report to Bruce Coleman, Interim CEO and you will be based in Openwave’s Redwood City location. In addition to your CFO role, you will also be responsible for Facilities, Human Resources, Legal and IT. The following terms and conditions
shall apply to your anticipated employment with Openwave. 
  

	1.	Commencement of Employment with Company. 

 Your employment will
commence on July 8, 2008. 
  

	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 the following
incentive compensation: 
 You shall be eligible for a quarterly incentive cash award from the Company under the Company’s Corporate Incentive Plan
(“CIP”), based upon a target for each quarterly period which shall be 100% of your base salary actually earned for the three month performance period (i.e., $75,000) 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 pro-rated 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. Your bonus will be guaranteed at 100% for FY2009 (targeted at $75,000 per quarter for the four quarters from July 2008 through June 2009). 
  

	4.	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 400,000 shares of Common Stock (the “Option”). The Option shall have an exercise
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. 








	5.	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. 
  

	6.	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. 
  

	7.	Severance.  

 If your employment terminates as a result of
Involuntary Termination, as defined in Addendum E, within the first 12 months of your employment, and you sign a general release of claims in a form mutually agreed upon within 7 days of the start of your employment (which form may be modified to
address any changes in the law concerning such releases) without revoking it as allowed by law, you shall be eligible to receive a lump sum severance payment equal to 12 months of base salary at your final base salary rate plus the full amount of
your then-current annual target CIP bonus, which severance payment shall be subject to applicable withholding and shall be made within 30 days following your employment termination date. If your employment terminates as a result of Involuntary
Termination, as defined in Addendum E, following the first 12 months of your employment, and you sign a general release of claims in a form mutually agreed upon within 7 days of the start of your employment (which form may be modified to address any
changes in the law concerning such releases) without revoking it as allowed by law, you shall be eligible to receive a lump sum severance payment equal to six months of base salary at your final base salary rate plus 50% of your then-current annual
target CIP bonus, which severance payment shall be subject to applicable withholding and shall be made within 30 days following your employment termination date. If you become eligible to receive a severance payment under this Section 7, and if
you timely elect to continue health insurance coverage under the Company’s health insurance plans pursuant to the terms of COBRA, the Company shall pay the full premium cost of such coverage on your behalf, as well as on behalf of your spouse
and covered dependents (if any), for the lesser of six months or until you and your covered dependents (if any) become eligible for other health insurance coverage through a subsequent employer. If your employment terminates as a result of
Involuntary Termination in connection with a Change of Control of the Company (as defined in Addendum F), you shall be eligible to receive the severance and benefits described in the Company’s Change of Control Severance Agreement, a copy of
which is attached as Addendum F. This paragraph does not change or alter the at will nature of your employment relationship with the Company. 
  

	8.	US Work Authorization  

 Your employment will commence on
July 8, 2008, or on the first available date following your providing to Company proof of your eligibility to work in the United States. 
  

	9.	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- Company Code of Conduct 
 Addendum E- Definitions of Involuntary Termination and Cause 
 Addendum F- Change of Control
Severance Agreement 








	10.	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. 
  

	11.	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. 
 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, 
 /s/ Bruce Coleman 
 Bruce Coleman 
 Chief Executive Officer 
  
  
 I accept the offer of
employment and terms stated in this Offer Letter and the accompanying Addendums and attachments. 
  

			
		
	Accepted:	  	 /s/ Karen Willem

		  	Karen Willem

  

			
		
	Date:	  	 July 7, 2008