0001012870-02-003928 Sample Contracts

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software

THIS COMMERCIAL LEASE AGREEMENT (“Lease”), dated February 21, 1996, for reference purposes only, is made and entered into by and between LAWRENCE S. BARELS (“Lessor”) and SOFTWARE.COM, INC., a California corporation (“Lessee”), (sometimes, collectively the “Parties,” or individually a “Party”).

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OPENWAVE SYSTEMS INC. RESTRICTED STOCK BONUS AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE OFFICERS OF THE COMPANY LISTED ON EXHIBIT A
Restricted Stock Bonus Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software • California

This RESTRICTED STOCK BONUS AGREEMENT (this “Agreement”), dated as of the day of 200 , is entered into by and between Openwave Systems Inc., a Delaware corporation (the “Company”), and [insert name of Grantee], 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”).

AMENDMENT TO OFFER LETTER DATED OCTOBER 4, 1999
Amendment to Offer Letter • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software • Illinois

This Amendment to the Offer Letter dated October 4, 1999 (the “Amendment”) is made and entered into as of June 20, 2002, by and between Openwave Systems Inc., a Delaware corporation (the “Company”), and Michael Mulica, an Illinois resident (the “Executive”).

Contract
Stock Option Cancellation and Options Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software

This memorandum (the “Memorandum”) sets forth and describes the terms and conditions of the agreement between you and Openwave Systems Inc. (the “Company”) regarding the handling of compensatory stock options granted to you by the Company. In return for your agreement to cancel the five million three hundred thousand (5,300,000) stock options granted to you on October 30, 2001 (the “Cancelled Options”), the Company agrees to grant to you new options to acquire five million three hundred thousand (5,300,000) shares of the Company’s common stock (the “Replacement Options”) to replace the Cancelled Options. The Replacement Options will be granted between six months and one day and seven months after the cancellation date, provided that you continue as an employee of the Company from now through and including the grant date for the Replacement Options, and will have a per share exercise price equal to 100% of the fair market value of the Common Stock at the time of grant. All Restricted Sh

TIME-SHARING AGREEMENT
Time-Sharing Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software

THIS TIME-SHARING AGREEMENT (this “Agreement”) is made effective as of (the “Effective Date”), by and between KENNEDY AVIATION LLC, a limited liability company (“Owner”) and OPENWAVE SYSTEMS INC., a Delaware corporation (“Lessee”) and is made and entered into with reference to the following facts and objectives:

TIME-SHARING AGREEMENT (N608CC)
Time-Sharing Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software

This Time-Sharing Agreement (the “Agreement”) is made effective as of (the “Effective Date”), by and between DList, LLC, a Delaware limited liability company (“Sublessor”) and Openwave Systems Inc., a Delaware corporation (“Sublessee”) and is made and entered into with reference to the following facts and objectives:

OPENWAVE SYSTEMS INC. RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE OFFICERS OF THE COMPANY LISTED ON EXHIBIT A
Restricted Stock Purchase Agreement • September 30th, 2002 • Openwave Systems Inc • Services-prepackaged software

Openwave Systems Inc. (the “Company”) wishes to sell to you, and you wish to purchase, shares of Common Stock from the Company, pursuant to the provisions of the Company’s 1995 Stock Plan (the “Plan”).

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