**Exhibit10.2**

January 4, 2002

Mr. Timothy Rogers

840 East Meadow Drive

Palo Alto, CA 94303

 

**Re:          EmploymentTerms**

Dear Mr. Rogers:

First VirtualCommunications****(the “Company”)****is pleased to offer you theposition of Chief Financial Officer, Senior Vice President of Finance andTreasurer, pursuant to the terms of this letter agreement (“Agreement”),subject to the satisfactory review of your references. Your start date will beJanuary 7, 2002.

**1.             Duties**

You will beexpected to perform various duties consistent with your position.  You will report to the Company’s CEO, Mr.Killko Caballero unless otherwise assigned by the Company.

**2.             BaseSalary**

Your base salary will be $215,000 per year, less payroll deductions andall required withholdings.  You will bepaid bi-weekly and you will be eligible for the following standard Companybenefits: medical insurance, paid time off, and holidays.  Details about these benefit plans areavailable for your review.  You willalso be eligible to receive up to $40,000.00 per year based on your achievementof Company target goals and MBO’s (Management by Objectives) related to yourspecific job function. The Company may modify benefits and compensation fromtime to time, as it deems necessary.

 

----

 

**3.             Stock Options**

Upon commencement of employment and subject toapproval of the Company’s Board of Directors, you will be granted a StockOption under the Company’s 1997 Equity Incentive Plan to purchase 250,000shares of the Company’s Common Stock (the “Stock Option”).  The Stock Option will be governed by andgranted pursuant to a separate Stock Option Agreement.  The exercise price per share of the StockOption will be equal to the fair market value of the Common Stock establishedon the date of grant, subject to approval by the Board of Directors.  The Stock Option will be subject to vestingso long as you continue to be employed with the Company, according to thefollowing schedule: twelve and a half percent (12 1⁄2%) of the sharessubject to the Stock Option will vest on the last day of the sixth fullcalendar month of your employment after the date of grant and the remainingshares subject to the Stock Option will vest in equal installments at the endof each monthly period thereafter.

If you have questionsregarding the tax implications of the Stock Option or any part of yourcompensation package, please consult with your own tax advisor.

**4.             Termination**

Employment at FirstVirtual Communications is “at will”. The Company may terminate your employment at any time and for any or noreason, with or without Cause or advance notice by giving written notice ofsuch termination.  Similarly, you mayterminate your employment with the Company at any time at your election, inyour sole discretion, for any or no reason upon notice to the Company. The termof your employment relationship may not be modified except by a writtenagreement signed by the Chief Executive Officer or President of the Company.

Notwithstanding theabove, if the company terminates your employment without Cause, then upon yourfurnishing to the Company an executed release and waiver of claims, you shallbe entitled to receive severance payment in the form of continuation of yourbase salary in effect at the time of your termination, subject to the standardpayroll deductions and withholdings, for a period of six (6) months after thedate of termination. During the severance period, assuming that you areeligible for COBRA,   you shall beentitled to receive medical  benefitsfor yourself and eligible dependents paid for by the company  until the earlier or (a) six (6) monthsafter the date of termination, or (b) the date that you become eligible toreceive medical benefits from another company or business entity.

**“Cause**” means Executive’s:  (i) gross negligence or willful misconduct in connection with theperformance of Executive’s duties to the Company that in the writtendetermination of a majority of the Board has not been cured within thirty (30)days following receipt by Executive of written notice from the Board identifyingsuch acts of gross negligence or willful misconduct; (ii) commission of afelony (other than a traffic-related offense) that in the written determinationof a majority of the Board has caused material injury to the Company’sbusiness; (iii) dishonesty with respect to a significant matter relating to theCompany’s business and intended to result in personal enrichment of Executiveor his or her family at the expense of the Company; or (iv) material breach ofany agreement by and between Executive and the Company, which material 

 

2

----

 

breach has not been cured within thirty (30) daysfollowing receipt by Executive of written notice from the Board identifyingsuch material breach.

 

If your employment isterminated for Cause, or you voluntarily terminate your employment from theCompany, all compensation and benefits will cease immediately and you willreceive no additional payment from the Company other than your accrued basesalary and accrued and unused vacation benefits earned through your date oftermination.

**5.             CompanyPolicy**

As a Company employee,you will be expected to abide by the Company’s policies, procedures, rules andregulations and acknowledge in writing that you have read the Company’sEmployee Handbook, which will govern the terms and conditions of youremployment.  The Company’s EmployeeHandbook may be modified from time to time at the sole discretion of theCompany.

Normal working hours arefrom 8:00 a.m. to 5:00 p.m., Monday through Friday.  As an exempt salaried employee, you will be expected to workadditional hours as required by the nature of your work assignments.

**6.             ProprietaryInformation and Inventions Agreement**

As a condition ofemployment, you will be required to sign and comply with the ProprietaryInformation and Inventions Agreement, which prohibits unauthorized use ordisclosure of the Company’s proprietary information, among other things.

In your work for theCompany, you will be expected not to use or disclose any confidential information,including trade secrets, of any former employer or other person to whom youhave an obligation of confidentiality. Rather, you will be expected to use only that information which isgenerally known and used by persons with training and experience comparable toyour own, which is common knowledge in the industry or otherwise legally in thepublic domain, or which is otherwise provided or developed by the Company.  During our discussions about your proposedjob duties, you assured us that you would be able to perform those dutieswithin the guidelines just described.

You agree that you willnot bring onto Company premises any unpublished documents or property belongingto any former employer or other person to whom you have an obligation ofconfidentiality.

**7.             Change of Control**

Upon confirmation by the Board of Directors of your status as a Section16 officer of the company you will also be covered by the company’s executiveofficer’s change of control plan, which is attached to this agreement as ExhibitA.

 

3

----

 

**8.             EntireAgreement**

This Agreement, togetherwith your Proprietary Information and Inventions Agreement and the stockdocuments referred to herein, forms the complete and exclusive statement of theterms of your employment with the Company. The employment terms in this Agreement supersede any other agreements orpromises made to you by anyone, whether oral or written.  The terms of this Agreement cannot bemodified, except in a writing signed by the Company’s Chief Executive Officeror President.

**9.             GoverningLaw**

This Agreementwill be governed by and construed according to the laws of the State ofCalifornia.  You hereby expresslyconsent to the personal jurisdiction of the state and federal courts located inSanta Clara, California for any lawsuit filed there against you by the Companyarising from or related to this Agreement.

**10.          Successorsand Assigns. **This Agreement will be binding upon yourheirs, executors, administrators and other legal representatives and will befor the benefit of the Company, its successors, and its assigns.

As required by law, thisoffer is subject to satisfactory proof of your right to work in the UnitedStates.

Please sign and date thisAgreement, and return it to the Company’s Human Resources Department prior toyour commencement of employment, if you wish to accept employment with theCompany under the terms described above.

We look forward to yourfavorable reply and to a productive and enjoyable work relationship.

Sincerely,

 

**First Virtual Communications**
| By:                   | /s/ Tammy Polanco          |
|-----------------------|----------------------------|
|                  | Tammy Polanco              |
|                  | Director, Human  Resources |
|                  |                       |
| Accepted:             |
|                  |                       |
| /s/ Timothy A. Rogers |
| Employee              |
|                  |                       |
| January 7, 2002       |
| Date                  |

 

4

----