Openwave Systems Inc. Contracts
Sample Business Contracts
Incentive Compensation Plan - Unwired Planet Inc. and Malcolm Bird
FY 1999 Incentive Compensation Plan
Malcolm Bird
This document details your Incentive Compensation Plan for Fiscal Year 1999.
I. DEFINITIONS
"Billings" shall mean the actual amount invoiced to customers in the
Territory in FY 1999 as a result of a signed contract, with payment terms of
net 90 days or less. Qualifying Billings include the actual net amount invoiced
(net of all discounts, allowances and taxes) for product license fees,
maintenance and support services provided to carrier and device manufacturer
customers, and consulting services performed by UP.
"Revenues" shall be defined as the net dollar amount recognized by the
Company in its FY 1999 consolidated financial statements that were produced
from customers in the Territory, inclusive of wireless carrier, device
manufacturer and UP Consulting customers.
"Territory" shall mean Europe, South Africa and Israel.
II. GENERAL PROVISIONS
A. The term of this Plan is Fiscal Year 1999.
B. Base compensation/Salary is separate from the incentive compensation that
may be earned under this Plan.
C. This Plan supercedes all prior incentive compensation plans, whether
written or oral, and may only be modified by the CEO of Unwired Planet,
Inc. and you in writing.
D. You must sign and return this Plan document to the CEO. By signing, you
acknowledge that you have read, understand and agreed to abide and be bound
by all the terms and conditions contained herein.
E. Incentive compensation paid under this Plan shall be subject to all
applicable withholding and other employment taxes, as required by law.
F. Equal pay for equal work & EEO Policy: Unwired Planet, Inc. maintains its
commitment to a philosophy of equal pay for equal performance. In addition,
Unwired Planet, Inc.'s Equal Employment Opportunity Policy has been
developed to ensure that all employment decisions, including those
regarding compensation, are free from harassment or discrimination on the
basis of race, religion, color, national origin, ancestry, disability,
marital status, gender, age, sexual orientation or veteran status.
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III. DETERMINATION OF TARGET INCENTIVE COMPENSATION
Your target incentive compensation for the Plan Term is $100,000. The actual
amount of incentive compensation you shall earn shall be based on your success
in achieving the three sales quotas described below:
A. Billings Quota
1. Your Billings quota is $7,000,000 for FY 1999.
2. For actual Billings of $0 - $7,000,000, the bonus will be calculated
by multiplying the actual Billings amount by 0.70%.
3. For Billings in excess of $7,000,000, the bonus will be calculated
by multiplying the amount of Billings in excess of $7,000,000 by
4.00%. No cap shall apply.
4. The Billings bonus will be paid on a quarterly basis through the
normal payroll channel.
5. Billings must be invoiced net 90 days or less and be based upon a
signed contract.
1. Allocation of Billings made to device manufacturers shall be as
follows:
o If the relationship with the device manufacturer has been drive by the
requirements of a wireless carrier in your territory that the UP software
be in the manufacturer's devices, then 50% of the Billing amount will be
credited to the territory in which the wireless carrier is headquartered,
and 50% will be credited to the territory in which the device manufacturer
is headquartered. The Vice President with responsibility for the territory
in which the wireless carrier is headquartered must register his claim for
his share of such Billings with the CEO prior to the date the Billing is
made to be eligible for credit.
o If the relationship with the device manufacturer has been driven other than
by the requirements of a wireless carrier, then 100% of the Billing amount
shall be credited to the territory in which the device manufacturer is
headquartered.
Example: If actual Billings for your Territory for FY 1999 were
$9,000,000, your Billings bonus would be calculated as follows:
$7,000,000*0.70% $ 49,000
$2,000,000*4.00% $ 80,000
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Total Billings Bonus $129,000
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B. Revenue Quota
1. Your Revenues quota is $5,000,000 for FY 1999.
2. Qualifying Revenues are those recognized in your Territory.
3. You will receive a one-time bonus of $30,000 when you reach your revenue
quota.
4. The revenue quota bonus will be paid within forty-five (45) days of the
end of the fiscal quarter in which your Revenues quota is reached.
5. You will receive 100% credit for license, maintenance, consulting and
device revenues recognized during the Term in your Territory.
6. For revenues from device manufacturers, such shall be allocated to
territories in the identical manner in which the Billings relating to such
Revenues were allocated under A. above.
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C. Carrier Footprint
1. Your carrier footprint quota is to complete commercial license agreements
for UP.Link Server products with three (3) new wireless carriers during the
Term. Commercial licenses exclude trial licenses of any type.
2. To quality, a wireless carrier must possess a marketshare of more than
500,000 voice subscribers and must be approved by the CEO in advance.
3. You will receive a one-time carrier footprint bonus of $7,000 per
qualifying wireless carrier headquartered in your territory signed to a
commercial license agreement during the Term. There shall be no cap for
carrier footprint bonuses.
4. The carrier footprint bonus will be paid within forty-five (45) days of the
end of the fiscal quarter in which the commercial license agreement was
signed by the wireless carrier.
D. Chargebacks: Chargebacks are reductions to Billings and Revenues made by
the Company retroactively and resulting from: (i) uncollectible accounts
receivable; (ii) erroneous crediting of Billings and/or Revenues to your
Territory; (iii) returned products and/or cancelled licenses and/or
services; and (iv) other like adjustments. The Company reserves the right
to apply Chargebacks against Billings and Earnings previously credited to
your Territory in its sole discretion.
COMPENSATION PLAN ACKNOWLEDGEMENT:
I acknowledge that I have read the Plan, understand all of its terms and
conditions, and agree to abide and be bound by, all the stated terms and
conditions.
/s/ Malcolm Bird 27 Jan 99 /s/ Alain Rossmann Jan 27, 99
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Malcolm Bird Date Alain Rossmann Date