FY 1999 Incentive Compensation Plan
                                  Malcolm Bird

This document details your Incentive Compensation Plan for Fiscal Year 1999.


     "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.


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.
<PAGE>   2

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

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

          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
                    Total Billings Bonus     $129,000

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

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.


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

/s/ Malcolm Bird        27 Jan 99         /s/ Alain Rossmann      Jan 27, 99
---------------------------------         ----------------------------------
Malcolm Bird            Date              Alain Rossmann          Date

Source: OneCLE Business Contracts.