Openwave Systems (OPWV)

Change of Control Severance Agreements

We have entered into Change of Control Agreements with each of our named executive officers, pursuant to which such named executive officers are entitled to receive severance payments, accelerated vesting of all unvested equity awards and continuation of medical, dental and vision benefits in the event the executive is terminated without “cause” or the executive “involuntarily terminates” his or her employment any time during the period commencing two months prior to a “change of control” and ending 18 months after the change of control; provided that, in the case of an involuntary termination, the executive would be required to terminate his employment within three months following the occurrence of one of the specified events constituting an involuntary termination.

“Involuntary termination” is defined as the termination of the executive’s employment or his or her resignation from Openwave, as applicable, in either case upon or within three months after the occurrence of any of the following events: (i) without the executive’s express written consent, the material reduction of his or her duties, authority, responsibilities, job title or reporting relationships relative to his or her duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the executive of such reduced duties, authority, responsibilities, job title, or reporting relationships; (ii) without the executive’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space, secretarial support, other support staff, and location) available to him or her immediately prior to such reduction; (iii) a material reduction by Openwave in the base salary of the executive as in effect immediately prior to such reduction; (iv) a material reduction by Openwave in the kind or level of employee benefits, including bonuses, to which the executive was entitled immediately prior to such reduction with the result that his or her overall benefits package is materially reduced; (v) the relocation of the executive to a facility or a location more than 25 miles from the his or her then present location, without his or her express written consent; (vi) any termination of the executive by Openwave which is not effected for disability or for “cause”, or any actual or purported termination effected by Openwave for disability or for “cause” for which the grounds relied upon are not valid; (vii) the failure of Openwave to

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obtain the assumption of the executive’s change of control and severance agreement by any successor to Openwave whether direct or indirect or by purchase, merger, consolidation, consolidation, liquidation or otherwise; or (viii) any act or set of facts or circumstances which would, under California case law or statute, constitute a constructive termination of the executive. For purposes of clause (i) of the immediately preceding sentence, the executive’s responsibilities shall be deemed to be materially reduced if he or she is no longer an executive officer of the successor. Notwithstanding the foregoing, an involuntary termination is only deemed to have occurred upon the executive’s resignation if (i) he or she provides notice to Openwave within 90 days after the initial occurrence of the event forming the basis for the resignation and (ii) Openwave fails to substantially cure the event within 30 days after receiving notice.

“Cause” is defined as (i) gross negligence or willful misconduct in the performance of the executive’s duties; (ii) repeated unexplained or unjustified absences; (iii) a material and willful violation of any federal or state law which if made public would injure the business or reputation of Openwave as reasonably determined by the Board of Directors; (iv) refusal or willful failure to act in accordance with any specific lawful direction or order of Openwave or one of its stated lawful written policies; (v) commission of any act of fraud with respect to Openwave; or (vi) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of Openwave, in each case as reasonably determined by the Board of Directors.

“Change of control” means the occurrence of any of the following events:

(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of Openwave to a person or group of related persons that will continue the business of Openwave in the future;

(ii) A merger or consolidation involving Openwave in which the voting securities of Openwave owned by its stockholders immediately prior to such merger or consolidation do not represent, after conversion if applicable, more than 50% of the total voting power of the surviving controlling entity outstanding immediately after such merger or consolidation; provided that any person who (1) was a beneficial owner of the voting securities of Openwave immediately prior to such merger or consolidation, and (2) is a beneficial owner (or is part of a group of related persons that is a beneficial owner) of more than 20% of the securities of Openwave immediately after such merger or consolidation, shall be excluded from the list of “stockholders immediately prior to such merger or consolidation” for purposes of the preceding calculation); or

(iii) The direct or indirect acquisition of beneficial ownership of at least 50% of the voting securities of Openwave by a person or group of related persons; provided, that “person or group of related persons” shall not include Openwave, one of its subsidiaries, or an employee benefit plan sponsored by Openwave or one of its subsidiaries (including any trustee of such plan acting as trustee).

Under the Change of Control Agreements of each of our named executive officers, in the event of a qualifying termination of employment in connection with a change of control, each would have been entitled to receive a lump sum cash payment equal to the sum of the executive’s then current annual base salary and target annual bonus multiplied by a factor of one and one-half (1.5) (a factor of one (1) with respect to Ms. Brennan who is not an executive officer), less our applicable withholding taxes or other withholding obligations, plus continuation of medical, dental and vision benefits for himself and his eligible dependants for 18 months (12 months with respect to Ms. Brennan). In addition, all unvested options held by our named executive officer will immediately vest and become exercisable and all other stock awards will immediately vest.

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The terms of the Change of Control Agreements provide that in the event of the termination of employment in connection with a change of control of our Chief Executive Officer, Mr. Denman would be entitled to receive a lump sum cash payment equal to the sum of the his then-current annual base salary and target annual bonus multiplied by a factor of two, less our applicable withholding taxes or other withholding obligations, plus continuation of medical, dental and vision benefits for himself or herself and his eligible dependents for 18 months.

Change in Control Severance Agreements

The Company has entered into a change of control severance agreement with each of its named executive officers and current executive officers, pursuant to which such executives are entitled to receive severance payments, accelerated vesting of all unvested equity awards and continuation of medical, dental and vision benefits in the event

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the executive is terminated without “cause” (as defined in the change of control severance agreements) or the executive “involuntarily terminates” (as defined in the change of control severance agreements) his employment any time during the period commencing two (2) months prior to a “change of control” (as defined in the change of control severance agreements) and ending eighteen (18) months after the change of control, provided that, in the case of an involuntary termination, the executive would be required to terminate his employment within three (3) months following the occurrence of one of the specified events constituting an involuntary termination. Ms. Brennan, Mr. MacNeill and each of our current executive officers, other than Mr. Coleman, as well as certain other employees, are subject to Change in Control Severance Agreements.

Under the change of control and severance agreements of Messrs. Park and MacNeill and Mses. Willem and Brennan, in the event of such termination of employment in connection with a change of control, each would have been entitled to receive a lump sum cash payment equal to the sum of the executive’s then current annual base salary and target annual bonus multiplied by a factor of one and one-half (1.5), less applicable withholding taxes or other withholding obligations of the Company, plus continuation of medical, dental and vision benefits for himself and his eligible dependents for eighteen (18) months. In addition, all unvested options held by each executive officer, including our Chief Executive Officer, will immediately vest and become exercisable and all other stock awards will immediately vest.

The terms of the change of control severance agreement provide that in the event of the termination of employment in connection with a change of control of the Company’s Chief Executive Officer, he or she would be entitled to receive a lump sum cash payment equal to the sum of the his or her then-current annual base salary and target annual bonus multiplied by a factor of two (2.0), less applicable withholding taxes or other withholding obligations of the Company, plus continuation of medical, dental and vision benefits for himself or herself and his or her eligible dependents for 18 months.

Change in Control Severance Agreements

The Company entered into a change of control severance agreement with each of the named executive officers, pursuant to which such executives are entitled to receive severance payments, accelerated vesting of all unvested equity awards and continuation of medical, dental and vision benefits in the event the executive is terminated without “cause” (as defined in the change of control severance agreements) or the executive “involuntarily terminates” (as defined in the change of control severance agreements) his employment any time during the period commencing two months prior to a “change of control” (as defined in the change of control severance agreements) and ending 24 months after the change of control, provided that, in the case of an involuntary termination, the executive would be required to terminate his employment within three months following the occurrence of one of the specified events constituting an involuntary termination. In addition, in the event that any payments or benefits provided to such executives constitute “parachute payments” within the meaning of Section 280G of the Code, the executive would be entitled to receive the severance payments and benefits described above in full and will receive an additional lump sum cash payment that is sufficient, after taking into account all applicable taxes, to cover all excise taxes imposed under Section 4999 of the Code. Messrs. Vrij, Dexmier, Haran, as well as certain other employees, are subject to Change in Control Severance Agreements.

In accordance with the change of control severance agreement of Mr. Vrij, in the event of such termination of employment in connection with a change of control, each would be entitled to receive a lump sum cash payment equal to the sum of the executive’s then-current annual base salary and target annual bonus multiplied by a factor of two

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(2.0), less applicable withholding taxes or other withholding obligations of the Company, plus continuation of medical, dental and vision benefits for himself and his eligible dependents for 18 months.

Under the change of control and severance agreements of Messrs. Peters, Snyder, Covert, Schwartz, and Galvin, in the event of such termination of employment in connection with a change of control, each would have been entitled to receive a lump sum cash payment equal to the sum of the executive’s then current annual base salary and target annual bonus multiplied by a factor of one and one-half (1.5), less applicable withholding taxes or other withholding obligations of the Company, plus continuation of medical, dental and vision benefits for himself and his eligible dependents for 18 months. Since a chance of control did not occur within sixty days of each of their termination, none of Messrs. Peters, Snyder, Covert, Schwartz, and Galvin are entitled to any benefits under their respective change of control and severance agreements. Pursuant to the severance agreement of Mr. Peterschmidt, his change of control agreement was superceded, so he is not entitled to any benefits under that agreement.