Exhibit 10.32




 




September 3, 2002




 




 




 




Philip L. Oreste




 




Dear Phil:




BroadVision, Inc. (“BroadVision” or “the

Company”) is pleased to confirm its offer to you of the position of Executive

Vice President and Chief Financial Officer within the Executive Team at

BroadVision, effective September 16, 2002. 

We are extremely pleased to have you join as a new BroadVision executive

and look forward to the challenges and successes in our path.  Your leadership, past successes and style

demonstrated throughout the recruitment process will allow us to achieve new

and far-reaching dimensions to our business and Worldwide Organization. As

Executive Vice President and Chief Financial Officer reporting directly to the

Chief Executive Officer of the Company, you will lead the Worldwide Finance,

Legal, Operations, and Information Systems organizations.




The following outlines the terms of our

employment offer to you (the “Agreement”).




Compensation and Benefits




Your starting Base Salary will be $19,166.66

per month ($230,000.00 per year), paid on a semi-monthly basis and subject to

standard deductions and withholding. 

[If the Company achieves its revenue and profitability targets as stated

in its business plan, you will be eligible for an annual bonus of forty percent

(40%) of your Base Salary, payable as soon as it can be determined that such

revenue targets have been met and subject to standard deductions and

withholding.  This incentive bonus is

subject to change based on future performance reviews and/or market

conditions].  You will also be eligible

for salary and stock adjustments at the next company annual review, although no

increases are assured.




You will be eligible for the standard

BroadVision employee benefits which include: medical, dental, vision, and

prescription package, short-term and long-term disability insurance, group life

insurance, participation in our 401(k) Savings Plan, participation in the

Employee Stock Purchase Plan (ESPP), and two weeks accrued vacation per year

(vacation accrued according to length of service).




While BroadVision pays for the majority of

your medical insurance, should you choose to participate in the plan, your

financial contribution currently will be approximately 10% of your monthly

insurance premium, depending on your benefit selection.  Benefits start the first of the calendar

month after your date of hire.  You

should also note that BroadVision might modify salaries and benefits from time

to time, as it deems necessary.




 




















Candidate's Initials




 




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Relocation




You will be eligible for a relocation package

as described in Exhibit A.




Stock Option




In addition to the above, you will be

recommended to a grant of an option to purchase 200,000 shares of BroadVision

common stock at a fair market value to be determined at the next meeting of the

option committee.  The Option will be an

incentive stock option to the extent permitted by law, the remaining portion of

the Option will be a nonstatutory stock option.  The options vest over four years based on your continued service

with BroadVision:  twenty-five percent

(25%) of the shares will vest after the first year of employment and the

balance over the remaining three years on a monthly basis (2.083% of the original

grant amount per month).  The Option

will be subject to the terms and conditions of the BroadVision stock option

plan and the form of stock option agreement pursuant to which the Option is

granted.




Change of Control




The Compensation Committee and Board of

Directors will cover you under the new Change of Control policy that is

currently under review and pending approval.




Other Provisions




As a BroadVision employee, you will be

required to sign an acknowledgment that you have read and understand the

company rules as described in the company handbook and intend to abide by these

rules and regulations.  You will be

expected to sign and comply with BroadVision’s Proprietary Information and

Inventions Agreement.  You will also be

required to submit a Form I-9 and satisfactory documentation regarding your

identification and right to work in the United States no later than three (3)

days after your employment begins.




In your work for BroadVision, you will be

expected not to use or disclose any confidential information, including trade

secrets, of any former employer or other person to whom you have an obligation

of confidentiality.  Rather, you will be

expected to use only that information which is generally known and used by

persons with training and experience comparable to your own, which is common knowledge

in the industry or otherwise legally in the public domain, or which is

otherwise provided or developed by BroadVision.  During our discussions about your proposed job duties, you

assured us that you would be able to perform those duties within the guidelines

just described.




You agree that you will not bring onto

BroadVision premises any unpublished documents or property belonging to any

former employer or other person to whom you have an obligation of

confidentiality.




You shall receive indemnification as a

corporate officer of BroadVision to the maximum extent extended to the other

officers of BroadVision.  You will be

required to enter into the BroadVision’s standard form of indemnification

agreement, pursuant to which BroadVision agrees to advance any expenses for

which indemnification is available to the extent allowed by applicable law

(“Indemnification Agreement”).




 




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You may terminate your employment with

BroadVision at any time and for any reason whatsoever simply by notifying

BroadVision.  Likewise, BroadVision may

terminate your employment at any time, with or without cause or advance

notice.  BroadVision requests that in

the event of your resignation, you provide notice of your resignation two (2)

weeks in advance.




This Agreement including its Exhibit A,

together with your stock option agreement(s), your Non-Disclosure Agreement,

and your Indemnification Agreement, forms the complete and exclusive statement

of your employment agreement with BroadVision. 

It supersedes any other agreements or promises made to you by anyone,

whether oral or written, and it can only be modified in a written agreement

signed by an officer of BroadVision.




If you wish to accept employment at

BroadVision under the terms set out above and the Exhibit, please sign and date

this letter, and return it to me by September 9, 2002.




I look forward to your favorable reply and to

a productive and exciting working relationship.




Sincerely,




	

  /s/ Pehong Chen


  
	

   


  
	

  Pehong Chen


  
	

   


  
	

  President & Chief

  Executive Officer


  





 




Approved and

Accepted by:




 




	

  /s/ Philip L. Oreste


  	

   


  	

   


  
	

  Signature


  	

   


  	

  Date


  
	

   


  	

   


  	

   


  
	

  Social Security Number


  	

   


  	

   


  





 




Exhibit A:              Summary

& Overview of Relocation Package




 




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EXHIBIT A




 




SUMMARY & OVERVIEW OF RELOCATION PACKAGE




 




The decision to relocate presents an exciting

and challenging opportunity both for you and the Company. The Company

recognizes that relocating may produce some unexpected expenses and challenges.

To assist in meeting these challenges, we provide professional assistance to

guide you and financial assistance to help with reasonable expenses associated

with your move. As part of the hiring package, you are eligible for the amended

and necessary benefits provided under Tier 3 of the BroadVision relocation

package, or what is listed below:




 




Cash Resettlement Allowance

- $2,000.00 to cover all other move expenses (and those not specifically

reimbursed).  Paid in advance, with no

receipts required.  Typical relocation

expenses this allowance is intended to assist with include:




 




•      Meals during Temporary lodging




•      Phone, cable installation and utilities hook-up




•      Club membership or dues payments




•      Cleaning services




•      Child

care services




 




Shipping Your Household

Goods — pursuant to the terms set forth in the policy, the company will pay

for the shipment of household goods from old location to new location.




 




Home Sale — Customary

seller costs including real estate agent selling expenses up to 6%.




 




Temporary Lodging- Maximum of

365 days will be allowed with a monthly amount not to exceed $3,000.00 for

hotel or apartment.  This allowance is

based on actual receipted expenses. 

These expenses are required to be submitted on a monthly basis.




 




The Tier Three package is designed to provide

for the fair and uniform treatment of all employees. If, for whatever reason,

exceptions to this policy or the terms set forth in this letter are granted,

they must be pre-approved in writing.




 




Because of the extensive cost to the company

resulting from relocation, you will be required to sign the Relocation Repayment Agreement before any

expenses are incurred. By executing this agreement, you are agreeing to repay

the Company the cost of relocation if your employment terminates voluntary or

involuntary, with or without cause within twenty-four (24) months of the

effective move date, unless your position is eliminated or is affected as a

result of a CIC.  Any monetary amounts

due for salary, bonuses, unused or accrued vacation pay, or other outstanding

reimbursements will be applied to the amount owed for relocation expenses. If

withholding compensation does not cover the total amount owed, a repayment

program will be designed for the remainder of the expenses due the Company. The

repayment schedule is as follows:




 




	

  Month

  1-12


  	

   


  	

  100%

  repayment


  
	

  Month

  13-24


  	

   


  	

  50%

  repayment


  





 




 




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BROADVISION INC.




PHIL ORESTE




Relocation

Package Overview




 




September 3, 2002




 




 




	

  Policy Element


  	

   


  	

  Tier Three  (Director level or above)


  
	

  Cash Resettlement

  Allowance


  	

   


  	

  $2,000 to cover all other

  moving expenses  (and those not

  specifically reimbursed).  Paid in

  advance, with no receipts required.


  
	

  Household Goods shipment


  	

   


  	

  Through Company preferred

  vendor, up to 15,000lbs.


  
	

  Temporary Lodging


  	

   


  	

  Up to a maximum allowance

  of $3000.00 per month —covering the cost of hotel or apartment based on

  actual receipted expenses.  This

  allowance not to exceed 365 days from hire date.


  
	

  Home Sale


  	

   


  	

  Buyer Value Option program

  through third party provider (tax effective home sale program). 


  This includes customary

  seller’s costs including real estate agent selling expenses up to 6%.


  
	

  Tax Protection Assistance


  	

   


  	

  Eligible Relocation

  expenses to be grossed up.


  
	

  Repayment Terms


  	

   


  	

  100% within one year, 50%

  within 2 years


  
	

  Other benefits


  	

   


  	

  Third party relocation

  company to assist with relocation


  
	

  Rental Assistance


  	

   


  	

  Yes, through third party

  vendor


  





 




Employee has one year to relocate.  Relocation benefits expire one year from

employee’s hire date.




 




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