OPENWAVE SYSTEMS INC.



                      CHANGE OF CONTROL SEVERANCE AGREEMENT



         This Change of Control Severance Agreement (the "Agreement") is made

and entered into by and between _____________ (the "Employee") and Openwave

Systems Inc., a Delaware corporation (the "Company") effective as of__________,

2006 (the "Effective Date").



                                    RECITALS



         A. It is expected that the Company from time to time will consider the

possibility of an acquisition by another company or other change of control. The

Board of Directors of the Company (the "Board") recognizes that such

consideration can be a distraction to the Employee and can cause the Employee to

consider alternative employment opportunities. The Board has determined that it

is in the best interests of the Company and its shareholders to ensure that the

Company will have the continued dedication and objectivity of the Employee,

notwithstanding the possibility, threat or occurrence of a Change of Control (as

defined below) of the Company.



         B. The Board believes that it is in the best interests of the Company

and its shareholders to provide the Employee with an incentive to continue his

or her employment and to motivate the Employee to maximize the value of the

Company upon a Change of Control for the benefit of its shareholders.



         C. The Board believes that it is imperative to provide the Employee

with certain benefits upon the Employee's termination of employment following a

Change of Control that provide the Employee with enhanced financial security and

incentive and encouragement to the Employee to remain with the Company

notwithstanding the possibility of a Change of Control.



         D. The Board has approved this Agreement and wishes to replace any

existing individual agreements or arrangements with the Employee entered into

prior to the Effective Date and that relate to severance payments or vesting

acceleration with respect to options, restricted stock or other compensatory

stock-based awards upon a change of control of the ownership of the Company,

with this Agreement which is now the Company's standard form of agreement with

its officers with respect to this subject matter.



         E. Certain capitalized terms used in the Agreement are defined in

Section 6 below.



The parties hereto agree as follows:





{PAGE}





         1. TERM OF AGREEMENT. This Agreement became effective on the Effective

Date and shall terminate only upon the date that all obligations of the parties

hereto with respect to this Agreement have been satisfied. Except as otherwise

expressly provided in Section 3(a) below, this Agreement supersedes and replaces

any individual agreements or arrangements, or any relevant portions thereof,

between the Company or any of its subsidiaries and the Employee entered into

prior to the Effective Date that relate to (1) any severance payments or

benefits, (2) any other payments or benefits, or (3) any vesting acceleration,

lapse of restrictions or other amendment with respect to options or restricted

stock of the Company, in each case related to a change of control of the

ownership of the Company (however defined in any such agreements or

arrangements). Any such individual agreements or arrangements, or any relevant

portions thereof addressing this subject matter (whether in the form of offer

letters, employment agreements, change of control agreements, severance

agreements, transition agreements, severance policies or plans, or otherwise)

are hereby terminated and shall no longer have any force or effect.



         2. AT-WILL EMPLOYMENT. The Company and the Employee acknowledge that

this Agreement does not change the "at-will" status of Employee's employment

with the Company, as defined under applicable law. If the Employee's employment

terminates for any reason not in connection with a Change of Control, the

Employee shall not be entitled to any benefits, damages, awards or compensation

under Section 3 of this Agreement but may be entitled to payments or benefits

in accordance with the Company's other established employee plans and practices

or pursuant to other agreements with the Company.



         3. SEVERANCE AND OTHER BENEFITS.



         (a) Termination in Connection with a Change of Control. If the

Employee's employment terminates as a result of Involuntary Termination at any

time during the period commencing two (2) months prior to a Change of Control

and ending twenty four (24) months following a Change of Control, then

immediately after the later of (i) five (5) business days after the Employee's

last date of employment with the Company and (ii) seven (7) calendar days after

execution and delivery of an effective release of claims against the Company

and related parties that releases the Company and such parties from any claims

whatsoever arising from or related to the Employee's employment relationship

with the Company (substantially in the Company's standard form entitled Mutual

Separation and Release Agreement), 100% of the unvested portion of any stock

option, restricted stock or any other compensatory stock award granted to the

Employee by the Company and then held by the Employee (except for any stock

option, restricted stock or other compensatory stock award which by the express

terms of the grant or by express designation by the Board are expressly

excluded from the effect of this Agreement) shall automatically be accelerated

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