8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2006

Openwave Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16073	94-3219054
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

2100 Seaport Boulevard Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 480-8000

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 23, 2006, Openwave Systems Inc. (the “Company”) and Allen Snyder, the Company’s Chief Operating Officer, entered into an amended employment agreement effective March 1, 2006. Under this amended employment agreement: (1) Mr. Snyder is entitled to an annual base salary of $375,000; (2) Mr. Snyder is eligible for a new target bonus rate of 100% of his salary under the Company’s Corporate Incentive Plan; (3) Mr. Snyder is entitled to a one-time bonus of six thousand two hundred fifty dollars ($6,250) on March 1, 2006; (4) subsection (v) of the definition of “Cause” as provided in Exhibit A to the October 2004 Employment Terms between Mr. Snyder and the Company is deleted; and (5) provided that Mr. Snyder’s employment with the Company continues through December 31, 2006, then, in the event his employment is terminated thereafter by voluntary resignation or by the Company without “Cause”, all unvested Company stock options and unvested restricted stock awards shall become vested at that time, provided, however, that such acceleration will not apply to the Restricted Stock Award granted on February 23, 2006, nor to any new grants or awards made after March 1, 2006. The actual bonus of the Company’s Corporate Incentive Plan, if any, shall be determined based upon the achievement level of the Company’s financial and performance objectives. The foregoing description of the amended employment agreement is qualified in its entirety by the terms of the amended employment agreement which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Except as expressly amended in the amended employment agreement, all other terms and conditions of the October 2004 Employment Terms remain in full force and effect. The Company also granted Mr. Snyder a Restricted Stock Award on February 23, 2006.

On February 23, 2006, the Compensation Committee of the Board of Directors of the Company approved the amended employment agreement of Mr. Snyder. On the same day, the Compensation Committee also granted a restricted stock award to Mr. Snyder of 80,000 shares of the Company’s common stock on the Company’s standard form of restricted stock purchase agreement under the Company’s 1996 Stock Plan, with equal annual vesting over three years from the grant date, however, if Mr. Snyder achieves certain performance targets on or before December 31, 2006, this stock award will become 100% vested on the date of such achievement. The vesting of the restricted stock is contingent upon continued employment of Mr. Snyder on the applicable vesting date.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Amended Employment Offer Letter Agreement by and between Openwave Systems Inc. and Allen Snyder, dated February 23, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

OPENWAVE SYSTEMS INC.
By:	/s/ GREG WRENN
Name:	Greg Wrenn
Title:	Senior Vice President and General Counsel

Date: February 28, 2006

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended Employment Offer Letter Agreement by and between Openwave Systems Inc. and Allen Snyder, dated February 23, 2006.

EX-10.1

Exhibit 10.1

February 23, 2006

Mr. Allen Snyder

c/o Openwave Systems Inc.

2100 Seaport Boulevard

Redwood City, CA 94063

RE: Amended Employment Terms

Dear Al:

On behalf of Openwave Systems Inc. (the “Company”), in recognition of your value to the Company as part of the executive team, I am pleased to offer you the following as changes in your compensation package with the Company effective March 1, 2006 (the “Effective Date”), pending ratification of the final terms with the Compensation Committee of the Board of Directors (the “Compensation Committee”).

1. Cash Compensation.

Your base salary will be three hundred seventy-five thousand dollars ($375,000.00) on an annualized basis commencing on the Effective Date.

This new base salary, as well as a new target bonus rate of 100% of base salary, will apply to incentive cash awards from the Company under the Company’s Corporate Incentive Plan (“CIP”) for this current quarter, Fiscal Q3 2006, as well as subsequent periods under the CIP program.

In addition, a one-time bonus will be paid to you on the Effective Date equal to six thousand two hundred fifty dollars ($6,250.00).

2. Equity Awards.

Subject to approval by the Compensation Committee and effective on such date, the Company will grant to you a restricted stock award of eighty thousand (80,000) shares of Company common stock (the “Restricted Stock Award”). The Restricted Stock Award shall vest over three (3) years in equal annual installments rounded to the nearest whole share, PROVIDED, however, that the entire Restricted Stock Award will instead vest upon the completion date of mutually agreed performance criteria (as established and approved by the Compensation Committee at the time of the grant of the Restricted Stock Award) if all such performance criteria are met on or before December 31, 2006. All vesting for the Restricted Stock Award is contingent upon your continued employment with the Company on the applicable vesting date. In no event will the number of shares issued under this Restricted Stock Award grant exceed eighty thousand (80,000) shares. Except as otherwise set forth in this letter, the Restricted Stock Award will be granted under and subject to the terms of the Company’s standard restricted stock award agreement.

3. Revised Definition.

The definition of “Cause” as provided in Exhibit A to the October 2004 Employment Terms is hereby amended to delete subsection (v), namely, to delete “(v) unsatisfactory performance after prior notice and a reasonable opportunity to cure the unsatisfactory performance in accordance with the company’s policies.”

4. Accelerated Vesting.

Provided your employment with the Company continues through December 31, 2006, then, in the event your employment is terminated thereafter by voluntary resignation or by the Company without “Cause,” all unvested Company stock options and unvested restricted stock awards at that time will become fully vested, PROVIDED, however, this acceleration will not apply to the Restricted Stock Award referenced herein or to any new grants or awards made after the Effective Date.

5. Effect of Amendment.

Upon your acceptance below and the approval of the Compensation Committee, this letter will act as an amendment to your Amended and Restated Employment Terms dated October 4, 2004 (the “October 2004 Employment Terms”), and except as expressly amended herein, all other terms and conditions of the October 2004 Employment Terms remain in full force and effect.

Sincerely,

/s/ David Peterschmidt

David Peterschmidt

CEO

ACCEPTED AND AGREED:

/s/ Allen Snyder

Allen Snyder

Dated: February 23, 2006