0001021408-03-002767 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2003 • Openwave Systems Inc • Services-prepackaged software • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 20th day of January 2003 (the “Effective Date”), by and between Donald Listwin (the “Executive”) and Openwave Systems Inc., a Delaware corporation (the “Corporation”). This Agreement supercedes and replaces the employment agreement dated September 18, 2000, previously entered into between the parties.

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January 24, 2003 Kevin Kennedy
Openwave Systems Inc • February 14th, 2003 • Services-prepackaged software
OPENWAVE SYSTEMS INC. RESTRICTED STOCK BONUS AGREEMENT
Restricted Stock Bonus Agreement • February 14th, 2003 • Openwave Systems Inc • Services-prepackaged software • California

This RESTRICTED STOCK BONUS AGREEMENT (this “Agreement”), dated as of the 1st day of October 2002, is entered into by and between Openwave Systems Inc., a Delaware corporation (the “Company”), and Allen Snyder, an Employee (the “Grantee” and together with the Company the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Company’s 2001 Stock Compensation Plan, as amended (the “Plan”).

OPENWAVE SYSTEMS INC. RESTRICTED STOCK BONUS AGREEMENT
Restricted Stock Bonus Agreement • February 14th, 2003 • Openwave Systems Inc • Services-prepackaged software • California

This RESTRICTED STOCK BONUS AGREEMENT (this “Agreement”), dated as of the 20th day of December 2002, is entered into by and between Openwave Systems Inc., a Delaware corporation (the “Company”), and Donald Listwin, an Employee (the “Grantee” and together with the Company the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Company’s 2001 Stock Compensation Plan, as amended (the “Plan”).

January 24, 2003 Alan Black
Openwave Systems Inc • February 14th, 2003 • Services-prepackaged software
January 9, 2003 Allen Snyder
Openwave Systems Inc • February 14th, 2003 • Services-prepackaged software
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