Openwave Systems Inc. Fiscal Year (FY) 2011 Executive Corporate Incentive Plan



 Exhibit 10.28 

Openwave Systems Inc. 

Fiscal Year (FY) 2011 

Executive Corporate Incentive Plan (CIP) 

Table of Contents 
  

			
	 1.      Plan Objective
	  	47
	 2.      Plan Funding
	  	47
	 3.      Performance Periods
	  	47
	 4.      Incentive Compensation Payout Calculation
	  	47
	 5.      Calculation Example
	  	48
	 6.      Plan Administration
	  	48
	 6.1    Eligibility
	  	48
	 6.2    Eligible Earnings
	  	48
	 6.3    Transfers between CIP and other Company incentive compensation plans
	  	48
	 6.4    Terminations
	  	48
	 6.5    Payout Timing
	  	48
	 6.6    Deductions
	  	48
	 6.7    Reservation of Right to Amend the CIP
	  	48
	 6.8    Employment at Openwave
	  	49
	 6.10 Key Contacts
	  	49
	 7       FAQs
	  	49








 1. Plan Objective 

The primary objective of Openwave’s Executive Corporate Incentive Plan (CIP) is to incent its Executives to lead the Company to greater profitability
and success. Openwave is committed to sharing its success directly with the Executives who make it possible, and the CIP will reward Executives when the Company achieves certain financial objectives. Openwave believes its financial targets are most
likely to be achieved when all of its Executives work together to lead and manage the organization, and that such teamwork will be a natural result of the CIP. 

2. Plan Funding 
 The CIP
is an incentive plan, which will be funded only if the Company achieves certain financial and profitability objectives. These objectives are set out below in Section 4, and they are based upon the combined performance of all functional units
within the Company 
 3. Performance Periods 

The Performance Periods under the FY2010 CIP are: 
  

	 	•	 	 First half FY2011: July 1, 2010 through December 31, 2010 



 

	 	•	 	 Second half FY2011: January 1, 2011 through June 30 2011 



4. Incentive Compensation Payout Calculation 
  

													
	 Actual Eligible Base Pay Earnings (for the Performance Period)
	  	X	 	 Target

Incentive %
	  	X	  	 Company

Performance

Modifier
	  	=	  	Payout

 Where: 

 

	 	•	 	 Actual Eligible Base Pay Earnings refer to the actual gross base pay earnings for each Participant during the Performance Period.



  

	 	•	 	 Target Incentive % - Each Participant is assigned a Target Incentive percentage, and his/her target incentive pay equals his/her Actual
Eligible Base Pay Earnings x his/her Target Incentive %. 


  

	 	•	 	 Company Performance Modifier 



The Company’s performance against its financial objectives is reflected in the Company Performance Modifier, which is measured by
year to date performance against the Company’s Operating Profit and Bookings targets as approved by the Board of Directors in connection with its approval of the Company’s Fiscal 2011 Operating Plan. Notwithstanding the foregoing, the
Company’s Operating Profit and Bookings targets shall be properly adjusted by the Compensation Committee upon the completion of a merger or an acquisition to adequately reflect the impact of such merger or acquisition on the Company’s
Operating Profit and Bookings targets, as well as its impact on the application of the Company Performance Modifier. The maximum Company Performance Modifier is 150%. The Company Performance Modifier is determined as
follows: 
  

																			
	 Average of YTD Bookings Achievement %

and YTD Operating Profit* Achievement %
	  	<80%	 	 	80%	 	 	90%	 	 	100%	 	 	110%	 	 	125%	 
	 Company Performance Modifier
	  	0	% 	 	50	% 	 	75	% 	 	100	% 	 	120	% 	 	150	% 

  

	*	Bookings Achievement is determined based on “net” Bookings year to date, which is the total Bookings amount entered into Cognos during that period, less the
amount of any transactions that are debooked by Finance during that period (whether such transactions occurred prior to or during that Performance Period) 


	**	Operating Profit is determined on a non-GAAP basis before CIP payout 


Note: 
  

	 	(i)	The Company Performance Modifier will not exceed 100% unless Openwave is profitable at non GAAP net income level for the Performance Period (with the accelerated CIP
payouts included). 

  

	 	(ii)	For Company performance falling within the ranges contained in the achievement table above, the Company Performance Modifier will be determined as follows:


 80%-100% achievement—the Company Performance Modifier will increase 2.5 percent for each additional
percentage point of achievement (for example, if achievement is 92%, the Company Performance Modifier will be 80%); and 







 
101%-125% achievement= the Company Performance Modifier will increase 2.0 percent for each additional percentage point of achievement (for example, if achievement is 108%, the Company Performance
Modifier will be 116%). 
 5. Calculation Example 

 

																	
	 Participant
	  	Actual Eligible
Base Pay
Earnings for the
Performance
Period (H1)	  	Job/Level	  	Target
Incentive
%	  	Target
Incentive
Amount	  	Company
Performance
Modifier	 	 	Actual Half
Year
Payout to
Participant
	 Executive 1
	  	$	75,000	  	Vice President	  	35% (for
Level H)	  	$	26,250	  	105	% 	 	$	27,562.50

 6. Plan
Administration 
 6.1 Eligibility 

An employee will not be eligible to be a participant in the CIP (“Participant”) unless all of the following apply: 

 

	 	•	 	 He/she is not a Participant under any other Openwave incentive compensation plan; 



 

	 	•	 	 He/she is employed at a Vice President or higher level, or equivalent level; 



 

	 	•	 	 He/she was hired by the Company on or before the last BUSINESS day of the second month of the applicable Performance Period;



  

	 	•	 	 He/she is actively employed by the Company at the end of the applicable Performance Period (employed on the last BUSINESS day of the Performance
Period); 


  

	 	•	 	 He/she is not on a Performance Improvement Plan at any time during the Performance Period; and 



 

	 	•	 	 He/she has executed the Company’s updated CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT on or prior to the last BUSINESS day of the
Performance Period. 


 6.2 Eligible Earnings 

Each Participant’s CIP payout opportunity is a percentage of the Participant’s Actual Eligible Base Pay Earnings while employed in a
CIP-eligible position during the Performance Period. 
 6.3 Transfers between CIP and other Company incentive compensation
plans 
 Employees whose job change results in a change of plan eligibility (e.g. employee moving to/from the CIP to another Company
incentive/sales compensation plan or vice versa) will be eligible for a CIP payout based on their Actual Eligible Base Pay Earnings during the portion of the Performance Period that they worked in a CIP eligible job. 

6.4 Terminations 

Participants will not be eligible for a CIP payout if their employment is terminated for any reason (including but not limited to, voluntary
resignation, reduction in force, or termination for performance or other reasons) before the last BUSINESS day of the applicable Performance Period (e.g. before December 31, 2010, June 30, 2011; if the last BUSINESS day of a
Performance Period is a Company recognized holiday, then the day before.) 
 Exception: If a Participant is terminated during a
Performance Period and is thereafter rehired during the same Performance Period, the Participant will be credited with prior service and will be eligible for a CIP payout based on his/her Actual Eligible Base Pay Earnings during the Performance
Period. 
 6.5 Payout Timing 

CIP payouts typically occur no later than 2 months after the end of the applicable Performance Period. 

In the event that a Participant dies during a Performance Period or prior to the CIP payout date, the Participant’s beneficiary or estate will be
entitled to the payout, if any, that would have been made to the Participant. 
 6.6 Deductions 

Local, state and federal tax and other withholding will apply to all CIP payouts at the supplemental tax rate, as well as any other individual employee
elections for deductions. 
 6.7 Reservation of Right to Amend the CIP 

Openwave reserves the right to modify, amend, and/or terminate the CIP at any time and for any reason. No amendment, modification, or termination of the
CIP shall be effective without written confirmation by the Company’s CEO or his/her 







 
designee. Any oral amendment, modification, or termination of the CIP shall not be effective or binding on the Company, and cannot/should not be relied upon by any Participant. 

6.8 Employment at Openwave 

Nothing in this CIP creates or is intended to create a promise or representation of continued employment or an expectation that any amount of compensation
referred to in the CIP will be earned by or due to Participants. All employment with the Company is “at will” and may be terminated by a Participant or the Company at any time, with or without cause or notice. 

6.9 Conflict With Local Law 

To the extent that any provision of the CIP conflicts with local law in any jurisdiction outside the United States, the CIP will be interpreted and
applied in a manner that complies with local law for the Participants in such jurisdiction(s). 
 6.10 Key Contacts

 If you have any questions regarding this plan, please contact your manager or HR Business Partner. 

7 FAQs 
  

	 	Q:	My eligible earnings are less then my half yearly salary? Why? 

  

	 	A:	There may be several reasons for that. The following events will affect your Actual Eligible Base Pay Earnings: 


 

	 	•	 	 Unpaid Leave of Absence 


  

	 	•	 	 Hire date after the beginning of the Performance Period 



 

	 	•	 	 Transfer into a non-CIP eligible position (from or to a position covered by the Sales Incentive or other variable pay plans)



 If you believe that your Actual Eligible Base Pay Earnings are incorrectly calculated, please login and
check your payroll via Payroll Workcenter (US employees only—http://workcenter.probusiness.com/) and/or check with your payroll contacts in your respective country. The following earnings codes are included in the Actual Eligible Base Pay
Earnings calculation: Salary, Regular, Hourly, Unpaid (usually a negative number that will reduce your earnings), Retro, Vacation, Holiday and FloatHol. Please contact your HR Business Partner if any corrections need to be made. 

 

	 	Q:	Does an Executive’s personal performance affect the size of the incentive payout? 


 

	 	A:	Our financial targets can be achieved when all Executives lead and manage the organization and work together as a team. Individual performance evaluations will
not change or affect the CIP payout, which is solely a function of the Company performance factors described above. 

  

	 	Q:	When will CIP payouts occur? 

  

	 	A:	If earned under the terms of the CIP, payouts will typically occur within two months following the end of the Performance Period. 


 

	 	Q:	What happens if an employee changes jobs within the Company during the CIP Performance Period? 


 

	 	A:	If the job change is into a non-CIP position, the Participant’s CIP payout will be based on his/her Actual Eligible Base Pay Earnings during the portion of
the Performance Period that he/she was in a CIP eligible position. If the job change results in a job framework level change, the applicable Target Incentive % will be based on the job framework level at the end of the Performance Period.


  

	 	Q:	What exactly does non-GAAP mean? 

  

	 	A:	Openwave publicly reports its financial information in accordance with US Generally Accepted Accounting Principles (GAAP). To facilitate easier comparison of the
company’s operating performance, Openwave also presents financial information that may be considered “non-GAAP financial measures”. The items that are classified as “non-GAAP financial measures” are non-operating in nature
or non-recurring one-offs. 

  

	 	Q:	Q. Why are the “accelerators” for achievement over 100% only applied when Openwave is profitable at non-GAAP net income levels?


  

	 	A:	The reason we need to use the non-GAAP measures is to ensure that the Company is profitable before we pay out on the multipliers (i.e., we take out non-operating
in nature or non-recurring one-offs).