**EXHIBIT10.37**

 

**BROADVISION, INC.**

 

**CHANGE OF CONTROL SEVERANCE BENEFITPLAN**

 

**Section1.****                                         ****INTRODUCTION.**

 

The BroadVision, Inc. Change of Control SeveranceBenefit Plan (the “Plan”) was established effective May 22, 2003.  The purpose of the Plan is to provide forthe payment of severance benefits to certain eligible employees of BroadVision,Inc. (the “Company”) whose employment with the Company is terminated underspecified circumstances following a Change of Control.  Except as provided in clause (ii) of Section4(b) below, this Plan shall supersede any severance benefit plan, policy orpractice previously maintained by the Company. This Plan document also is the Summary Plan Description for the Plan.

 

**Section2.****                                         ****DEFINITIONS.**

 

For purposes of the Plan, the following terms aredefined as follows:

 

**(a)****                                  “Annual Target Bonus”** means theEligible Employee’s target cash bonus.

 

**(b)****                                  “BaseSalary”** means the Eligible Employee’s annual base salary.

 

**(c)****                                  “Board”**means the Board of Directors of the Company.

 

**(d)****                                  “Changeof Control”** means the occurrence in a single transaction or in a series ofrelated transactions of any one or more of the following events:

 

**(i)****                                   **anyperson (within the meaning of Section 13(d) or 14(d) of the Securities ExchangeAct of 1934, as amended) becomes the owner, directly or indirectly, ofsecurities of the Company representing more than fifty percent (50%) of thecombined voting power of the Company’s then outstanding securities other thanby virtue of a merger, consolidation or similar transaction; *provided, however,* that there shall beexcluded from the foregoing any person who owns, as of the effective date ofthe Plan, securities of the Company representing more than fifteen percent(15%) of the combined voting power of the Company’s then outstandingsecurities;

 

**(ii)****                               **thereis consummated a merger, consolidation or similar transaction involving(directly or indirectly) the Company and, immediately after the consummation ofsuch merger, consolidation or similar transaction, the stockholders of theCompany immediately prior thereto do not own, directly or indirectly,outstanding voting securities representing more than fifty percent (50%) of thecombined outstanding voting power of the surviving entity in such merger,consolidation or similar transaction or more than fifty percent (50%) of thecombined outstanding voting power of the parent of the surviving entity in suchmerger, consolidation or similar transaction;

 

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**(iii)****                           **thestockholders of the Company approve or the Board approves a plan of completedissolution or liquidation of the Company, or a complete dissolution orliquidation of the Company shall otherwise occur; or

 

**(iv)****                              **thereis consummated a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itssubsidiaries, other than a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itssubsidiaries to an entity, more than fifty percent (50%) of the combined votingpower of the voting securities of which are owned by stockholders of theCompany in substantially the same proportions as their ownership of the Companyimmediately prior to such sale, lease, license or other disposition.

 

Once a Change ofControl has occurred, no future events will constitute a Change of Control forpurposes of the Plan.

 

**(e)****                                  “Company”**means BroadVision, Inc. or, following a Change of Control, the surviving entityresulting from such transaction or the parent company of such surviving entity.

 

**(f)****                                    “ConstructiveTermination”** means an Eligible Employee’s voluntary termination ofemployment after one of the following events (excluding clause (i) for EligibleEmployees in Level IV) occurs without the Eligible Employee’s express writtenconsent:

 

**(i)****                                   **asubstantial reduction in the Eligible Employee’s duties or responsibilities(and not simply a change in title or reporting relationships) in effectimmediately prior to the effective date of the Change of Control; *provided, however,* that it shall not be a“Constructive Termination” if the Company is retained as a separate legalentity or business unit following the effective date of the Change of Controland the Eligible Employee holds the same position in such legal entity orbusiness unit as the Eligible Employee held before the effective date of theChange of Control;

 

**(ii)****                               **amaterial reduction by the Company in the Eligible Employee’s annual basesalary, as in effect on the effective date of the Change of Control or asincreased thereafter;

 

**(iii)****                           **anyfailure by the Company to continue in effect any benefit plan or program,including incentive plans or plans with respect to the receipt of securities ofthe Company, in which the Eligible Employee was participating immediately priorto the effective date of the Change of Control (hereinafter referred to as“Benefit Plans”), or the taking of any action by the Company that wouldadversely affect the Eligible Employee’s participation in or reduce the EligibleEmployee’s benefits under the Benefit Plans or deprive the Eligible Employee ofany fringe benefit that he or she enjoyed immediately prior to the effectivedate of the Change of Control; *provided,however,* that a Constructive Termination shall not be deemed to haveoccurred if the Company provides for the Eligible Employee’s participation inbenefit plans and programs that, taken as a whole, are comparable to theBenefit Plans;

 

**(iv)****                              **arelocation of the Eligible Employee’s business office to a location more thanfifty (50) miles from the location at which the Eligible Employee performed

 

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his or her duties as of the effective date of the Change of Control,except for required travel by the Eligible Employee on the Company’s businessto an extent substantially consistent with his or her business travelobligations prior to the effective date of the Change of Control; or

 

**(v)****                                  **amaterial breach by the Company of any provision of any material agreementbetween the Eligible Employee and the Company concerning the terms andconditions of the Eligible Employee’s employment.

 

**(g)****                                 “CoveredTermination”** means an Involuntary Termination Without Cause or aConstructive Termination, either of which occurs within one (1) month prior toor twenty-four (24) months following the effective date of a Change of Control.

 

**(h)****                                 “EligibleEmployee”**means an employee of the Company who has been designated by theBoard as an Eligible Employee and whose employment with the Company terminatesdue to a Covered Termination.

 

**(i)****                                    “InvoluntaryTermination Without Cause”** means an Eligible Employee’s involuntarytermination of employment by the Company for a reason other than Cause.  “Cause” means the occurrence of any one ormore of the following:

 

**(i)****                                   **theEligible Employee’s conviction of, or plea of no contest with respect to, anycrime involving fraud, dishonesty or moral turpitude;

 

**(ii)****                               **theEligible Employee’s attempted commission of or participation in a fraud or actof dishonesty against the Company that results in (or might have reasonablyresulted in) material harm to the business of the Company;

 

**(iii)****                           **theEligible Employee’s intentional, material violation of any contract oragreement between the Eligible Employee and the Company or any statutory dutythe Eligible Employee owes to the Company; or

 

**(iv)****                              **theEligible Employee’s conduct that constitutes gross misconduct, insubordination,incompetence or habitual neglect of duties and that results in (or might havereasonably resulted in) material harm to the business of the Company.

 

The conduct described under clause (iii) or (iv) abovewill only constitute Cause if such conduct is not cured within fifteen (15)days after the Eligible Employee’s receipt of written notice from the Companyor the Board specifying the particulars of the conduct that may constituteCause.

 

**(j)****                                    “Participation Agreement”**meansthe agreement executed by the Company and an Eligible Employee pursuant towhich such Eligible Employee will participate in the Plan.

 

**Section3.****                                         ****ELIGIBILITY FORBENEFITS.**

 

Subject to the requirement set forth in this Section,the Company will provide the severance benefits described in Section 4 toEligible Employees whose employment is

 

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terminatedpursuant to a Covered Termination.  Inorder to be eligible to receive benefits under the Plan, an Eligible Employeemust execute a general waiver and release in substantially the form attachedhereto as Exhibit A, Exhibit B or Exhibit C, as appropriate, and such releasemust become effective in accordance with its terms.  The Company, in its discretion, may modify the form of therequired release to comply with applicable law and shall determine the form ofthe required release, which may be incorporated into a termination agreement orother agreement with the Eligible Employee.

 

**Section4.****                                         ****AMOUNT OF BENEFIT.**

 

**(a)****                                 ****SeveranceBenefits.**  The Board shall designate each EligibleEmployee as a Level I, II, III or IV Eligible Employee.  Severance benefits under the Plan, if any,shall be provided to each Eligible Employee based on his or her designation asa Level I, II, III or IV Eligible Employee, in the amounts provided in AppendixA, B, C or D, whichever is applicable.

 

**(b)****                                  CertainReductions.**  The Company, in its sole discretion, shallhave the authority to reduce an Eligible Employee’s severance benefits, inwhole or in part, by any other severance benefits, pay in lieu of notice, orother similar benefits payable to the Eligible Employee by the Company inconnection with the Eligible Employee’s termination of employment pursuant to(i) any applicable legal requirement, including, without limitation, the WorkerAdjustment and Retraining Notification Act (the “WARN Act”), (ii) anindividually negotiated contract or agreement by and between an EligibleEmployee and the Company relating to severance benefits payable following aChange of Control that is in effect on his or her termination date, unless theEligible Employee has expressly waived his or her rights under suchindividually negotiated contract or agreement in the applicable ParticipationAgreement, or (iii) any Company policy or practice providing for the EligibleEmployee to remain on the payroll for a limited period of time after being givennotice of the termination of the Eligible Employee’s employment.  The benefits provided under the Plan areintended to satisfy, in whole or in part, any and all statutory obligationsthat may arise out of an Eligible Employee’s termination of employment, and thePlan Administrator shall so construe and implement the terms of the Plan.  The Company’s decision to apply suchreductions to the severance benefits of one Eligible Employee and the amount ofsuch reductions shall in no way obligate the Company to apply the samereductions in the same amounts to the severance benefits of any other EligibleEmployee, even if similarly situated. In the Company’s sole discretion, such reductions may be applied on aretroactive basis, with severance benefits previously paid beingrecharacterized as payments pursuant to the Company’s statutory obligation.

 

**Section5.****                                         ****LIMITATIONS ONBENEFITS.**

 

**(a)****                                  Mitigation.**  Except as otherwise specifically providedherein, an Eligible Employee shall not be required to mitigate damages or theamount of any payment provided under the Plan by seeking other employment orotherwise, nor shall the amount of any payment provided for under the Plan bereduced by any compensation earned by an Eligible Employee as a result ofemployment by another employer or any retirement benefits received by suchEligible Employee after the date of the Covered Termination.

 

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**(b)****                                  Terminationof Benefits.**  Benefits under thePlan shall terminate immediately if the Eligible Employee, at any time,violates any proprietary information or confidentiality obligation to theCompany.

 

**(c)****                                  Non-Duplicationof Benefits.**  No Eligible Employeeis eligible to receive benefits under the Plan more than one time.

 

**(d)****                                  Indebtednessof Eligible Employees. **If anEligible Employee is indebted to the Company or an affiliate of the Company onthe date of his or her Covered Termination, the Company reserves the right tooffset any severance benefits under the Plan by the amount of such indebtedness.

 

**(e)****                                  ParachutePayments. **If any payment or benefitthe Eligible Employee would receive in connection with a Change of Control fromthe Company or otherwise (“Payment”) would (i) constitute a “parachute payment”within the meaning of Section 280G of the Internal Revenue Code of 1986, asamended (the “Code”), and (ii) but for this sentence, be subject to the excisetax imposed by Section 4999 of the Code (the “Excise Tax”), then such Paymentshall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of thePayment that would result in no portion of the Payment being subject to theExcise Tax or (y) the largest portion, up to and including the total, of thePayment, whichever amount, after taking into account all applicable federal,state and local employment taxes, income taxes, and the Excise Tax (allcomputed at the highest applicable marginal rate), results in the EligibleEmployee’s receipt, on an after-tax basis, of the greater amount of the Paymentnotwithstanding that all or some portion of the Payment may be subject to theExcise Tax. If a reduction in payments or benefits constituting “parachutepayments” is necessary so that the Payment equals the Reduced Amount, reductionshall occur in the following order unless the Eligible Employee elects inwriting a different order (*provided, however,* that such electionshall be subject to Company approval if made on or after the date on which theevent that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stockawards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be reduced,such acceleration of vesting shall be cancelled in the reverse order of thedate of grant of the Eligible Employee’s stock awards unless the EligibleEmployee elects in writing a different order for cancellation.

 

The accounting firm engaged by the Company for generalaudit purposes as of the day prior to the effective date of the Change of Controlshall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving asaccountant or auditor for the individual, entity or group effecting the Changeof Control, the Company shall appoint a nationally recognized accounting firmto make the determinations required hereunder. The Company shall bear all expenses with respect to the determinationsby such accounting firm required to be made hereunder.

 

The accounting firm engaged to make the determinationshereunder shall provide its calculations, together with detailed supportingdocumentation, to the Company and the Eligible Employee within fifteen (15)calendar days after the date on which the Eligible Employee’s right to aPayment is triggered (if requested at that time by the Company or the EligibleEmployee) or such other time as requested by the Company or the EligibleEmployee.

 

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If the accountingfirm determines that no Excise Tax is payable with respect to a Payment, eitherbefore or after the application of the Reduced Amount, it shall furnish theCompany and the Eligible Employee with an opinion reasonably acceptable toExecutive that no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of theaccounting firm made hereunder shall be final, binding and conclusive upon theCompany and the Eligible Employee.

 

**Section 6.****                                         ****RIGHT TO INTERPRETPLAN; AMENDMENT AND TERMINATION; OTHER AGREEMENTS.**

 

**(a)****                                  ExclusiveDiscretion.**  The Plan Administratorshall have the exclusive discretion and authority to establish rules, forms,and procedures for the administration of the Plan and to construe and interpretthe Plan and to decide any and all questions of fact, interpretation,definition, computation or administration arising in connection with theoperation of the Plan, including, but not limited to, the eligibility toparticipate in the Plan and amount of benefits paid under the Plan.  The rules, interpretations, computations andother actions of the Plan Administrator shall be binding and conclusive on allpersons.

 

**(b)****                                  Amendmentor Termination.**  The Companyreserves the right to amend or terminate the Plan (including Appendices A, B, Cand D) and the benefits provided hereunder at any time; *provided, however,* that only a written modification ofan Eligible Employee’s Participation Agreement, signed by both the EligibleEmployee and the Company, shall be effective to modify the terms of the Plan asapplicable to such Eligible Employee.

 

**(c)****                                  Absence of Other Agreements; Conflicts.**  The Plan and an Eligible Employee’sParticipation Agreement, and any subsequently adopted amendment to either ofthese documents, shall constitute the entire agreement between the Company andsuch Eligible Employee regarding benefits under the Plan.  No oral statement regarding the Plan may berelied upon by an Eligible Employee.  Ifthere are any conflicts between the terms of the Plan and an EligibleEmployee’s Participation Agreement, the terms of the Plan shall control.

 

**Section7.****                                         ****NO IMPLIEDEMPLOYMENT CONTRACT.**

 

The Plan shall not be deemed (i) to give anyemployee or other person any right to be retained in the employ of the Companyor (ii) to interfere with the right of the Company to discharge anyemployee or other person at any time, with or without cause, which right ishereby reserved.

 

**Section8.****                                         ****LEGAL CONSTRUCTION.**

 

The Plan is intended to be governed by and shall beconstrued in accordance with the Employee Retirement Income Security Act of1974 (“ERISA”) and, to the extent not preempted by ERISA, the laws of the Stateof California.

 

**Section9.****                                         ****CLAIMS, INQUIRIESAND APPEALS.**

 

**(a)****                                  Applicationsfor Benefits and Inquiries.**  Any application for benefits, inquiriesabout the Plan or inquiries about present or future rights under the Plan mustbe

 

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submitted to the Plan Administrator inwriting by an applicant (or his or her authorized representative).  The Plan Administrator is:

 

BroadVision, Inc.585 BroadwayRedwood City, CA 94063

 

**(b)****                                  Denialof Claims.**  In the event that anyapplication for benefits is denied in whole or in part, the Plan Administratormust provide the applicant with written or electronic notice of the denial ofthe application, and of the applicant’s right to review the denial.  Any electronic notice will comply with theregulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to beunderstood by the applicant and will include the following:

 

**(i)****                                   **thespecific reason or reasons for the denial;

 

**(ii)****                               **referencesto the specific Plan provisions upon which the denial is based;

 

**(iii)****                           **adescription of any additional information or material that the PlanAdministrator needs to complete the review and an explanation of why suchinformation or material is necessary; and

 

**(iv)****                              **anexplanation of the Plan’s review procedures and the time limits applicable tosuch procedures, including a statement of the applicant’s right to bring acivil action under Section 502(a) of ERISA following a denial on review of theclaim, as described in Section 9(d) below.

 

This notice of denial will be given to the applicantwithin ninety (90) days after the Plan Administrator receives the application,unless special circumstances require an extension of time, in which case, thePlan Administrator has up to an additional ninety (90) days for processing theapplication.  If an extension of timefor processing is required, written notice of the extension will be furnishedto the applicant before the end of the initial ninety (90) day period.

 

This notice of extension will describe the specialcircumstances necessitating the additional time and the date by which the PlanAdministrator is to render its decision on the application.

 

**(c)****                                  Requestfor a Review.**  Any person (or thatperson’s authorized representative) for whom an application for benefits isdenied, in whole or in part, may appeal the denial by submitting a request fora review to the Plan Administrator within sixty (60) days after the applicationis denied.  A request for a review shallbe in writing and shall be addressed to:

 

BroadVision, Inc.585 BroadwayRedwood City, CA 94063

 

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A request for review must set forth all of the groundson which it is based, all facts in support of the request and any other mattersthat the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunityto submit (or the Plan Administrator may require the applicant to submit)written comments, documents, records, and other information relating to his orher claim.  The applicant (or his or herrepresentative) shall be provided, upon request and free of charge, reasonableaccess to, and copies of, all documents, records and other information relevantto his or her claim.  The review shalltake into account all comments, documents, records and other informationsubmitted by the applicant (or his or her representative) relating to theclaim, without regard to whether such information was submitted or consideredin the initial benefit determination.

 

**(d)****                                  Decisionon Review.**  The Plan Administratorwill act on each request for review within sixty (60) days after receipt of therequest, unless special circumstances require an extension of time (not toexceed an additional sixty (60) days), for processing the request for areview.  If an extension for review isrequired, written notice of the extension will be furnished to the applicantwithin the initial sixty (60) day period. This notice of extension will describe the special circumstancesnecessitating the additional time and the date by which the Plan Administratoris to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice ofits decision to the applicant. Any electronic notice will comply with theregulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of theapplication for benefits in whole or in part, the notice will set forth, in amanner calculated to be understood by the applicant, the following:

 

**(i)****                                   **thespecific reason or reasons for the denial;

 

**(ii)****                               **referencesto the specific Plan provisions upon which the denial is based;

 

**(iii)****                           **astatement that the applicant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant to his or her claim; and

 

**(iv)****                              **astatement of the applicant’s right to bring a civil action under Section 502(a)of ERISA.

 

**(e)****                                  Rulesand Procedures.**  The PlanAdministrator will establish rules and procedures, consistent with the Plan andwith ERISA, as necessary and appropriate in carrying out its responsibilitiesin reviewing benefit claims.  The PlanAdministrator may require an applicant who wishes to submit additionalinformation in connection with an appeal from the denial of benefits to do soat the applicant’s own expense.

 

**(f)****                                    Exhaustionof Remedies.**  No legal action forbenefits under the Plan may be brought until the claimant (i) has submitted awritten application for benefits in accordance with the procedures described bySection 9(a) above, (ii) has been notified by the Plan Administrator that theapplication is denied, (iii) has filed a written request for a review of theapplication in accordance with the appeal procedure described in Section 9(c)above, and (iv) has been notified that the Plan Administrator has denied theappeal.  Notwithstanding the foregoing,

 

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if the Plan Administrator does not respond to a Participant’s claim orappeal within the relevant time limits specified in this Section 9, theParticipant may bring legal action for benefits under the Plan pursuant toSection 502(a) of ERISA.

 

**Section10.****                                   BASISOF PAYMENTS TO AND FROM PLAN.**

 

All benefits under the Plan shall be paid by theCompany.  The Plan shall be unfunded,and benefits hereunder shall be paid only from the general assets of theCompany.

 

**Section11.****                                   OTHERPLAN INFORMATION.**

 

**(a)****                                  Employerand Plan Identification Numbers.** The Employer Identification Number assigned to the Company (which is the“Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Serviceis 94-3184304.  The Plan Number assignedto the Plan by the Plan Sponsor pursuant to the instructions of the InternalRevenue Service is 512.

 

**(b)****                                  EndingDate for Plan’s Fiscal Year.**  Thedate of the end of the fiscal year for the purpose of maintaining the Plan’srecords is December 31.

 

**(c)****                                  Agentfor the Service of Legal Process**. The agent for the service of legal process with respect to the Plan isBroadVision, Inc., 585 Broadway, Redwood City, CA 94063.

 

**(d)****                                  PlanSponsor and Administrator.**  The“Plan Sponsor” and the “Plan Administrator” of the Plan is BroadVision, Inc.,585 Broadway, Redwood City, CA 94063. The Plan Sponsor’s and Plan Administrator’s telephone number is (650)261-5100.  The Plan Administrator is thenamed fiduciary charged with the responsibility for administering the Plan.

 

**Section12.****                                   STATEMENT OF ERISA RIGHTS.**

 

Participants in this Plan (which is a welfare benefitplan sponsored by BroadVision, Inc.) are entitled to certain rights andprotections under ERISA.  If you are anEligible Employee, you are considered a participant in the Plan and, underERISA, you are entitled to:

 

**Receive Information About Your Planand Benefits**

 

**(a)****                                **Examine,without charge, at the Plan Administrator’s office and at other specifiedlocations, such as worksites, all documents governing the Plan and a copy ofthe latest annual report (Form 5500 Series) filed by the Plan with the U.S.Department of Labor and available at the Public Disclosure Room of the EmployeeBenefit Security Administration;

 

**(b)****                                 **Obtain,upon written request to the Plan Administrator, copies of documents governingthe operation of the Plan and copies of the latest annual report (Form 5500Series) and updated Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

 

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**(c)****                                 **Receivea summary of the Plan’s annual financial report.  The Plan Administrator is required by law to furnish eachparticipant with a copy of this summary annual report.

 

**Prudent Actions by Plan Fiduciaries**

 

In addition to creating rights for Plan participants,ERISA imposes duties upon the people who are responsible for the operation ofthe employee benefit plan.  The peoplewho operate the Plan, called “fiduciaries” of the Plan, have a duty to do soprudently and in the interest of you and other Plan participants andbeneficiaries.  No one, including youremployer, your union or any other person, may fire you or otherwisediscriminate against you in any way to prevent you from obtaining a Planbenefit or exercising your rights under ERISA.

 

**Enforce Your Rights**

 

If your claim for a Plan benefit is denied or ignored,in whole or in part, you have a right to know why this was done, to obtaincopies of documents relating to the decision without charge, and to appeal anydenial, all within certain time schedules.

 

Under ERISA, there are steps you can take to enforcethe above rights.  For instance, if yourequest a copy of Plan documents or the latest annual report from the Plan anddo not receive them within 30 days, you may file suit in a Federal court.  In such a case, the court may require thePlan Administrator to provide the materials and pay you up to $110 a day untilyou receive the materials, unless the materials were not sent because of reasonsbeyond the control of the Administrator.

 

If you have a claim for benefits which is denied orignored, in whole or in part, you may file suit in a state or Federalcourt.  In addition, if you disagreewith the Plan’s decision or lack thereof concerning the qualified status of adomestic relations order or a medical child support order, you may file suit inFederal court.

 

If it should happen that Plan fiduciaries misuse thePlan’s money, or if you are discriminated against for asserting your rights,you may seek assistance from the U.S. Department of Labor, or you may file suitin a Federal court.  The court willdecide who should pay court costs and legal fees.  If you are successful, the court may order the person you havesued to pay these costs and fees.  Ifyou lose, the court may order you to pay these costs and fees, for example, ifit finds your claim is frivolous.

 

**Assistance with Your Questions**

 

If you have any questions about the Plan, you shouldcontact the Plan Administrator.  If youhave any questions about this statement or about your rights under ERISA, or ifyou need assistance in obtaining documents from the Plan Administrator, youshould contact the nearest office of the Employee Benefit SecurityAdministration, U.S. Department of Labor, listed in your telephone directory orthe Division of Technical Assistance and Inquiries, Employee Benefit SecurityAdministration, U.S. Department of Labor, 200 Constitution Avenue N.W.,Washington, D.C. 20210.  You may alsoobtain certain publications about your rights and 

 

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responsibilitiesunder ERISA by calling the publications hotline of the Employee BenefitSecurity Administration.

 

**Section13.****                                   EXECUTION.**

 

To record the adoption of the Plan as set forthherein, effective as of****May 22,2003, BroadVision, Inc.****has causedits duly authorized officer to execute the same as of May 22, 2003.

 
|   | **BROADVISION,  INC.** |
|--------|------------------------|
|   |                   |
|   |                   |
|   | By:                    |   |
|   |                   |
|   | Title:                 |   |
|        |                        |  |  |

 

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**EXHIBIT A**

 

**RELEASEAGREEMENT****(ForEmployees Age 40 or Older - Individual Termination)**

 

I understand and agree completely to the terms setforth in the BroadVision, Inc. Change of Control Severance Benefit Plan (the“Plan”).  Certain capitalized terms usedin this Release Agreement are defined in the Plan.

 

I hereby confirm my obligations under the Company’sproprietary information and inventions agreement.

 

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A general release does not extend to claimswhich the creditor does not know or suspect to exist in his favor at the timeof executing the release, which if known by him must have materially affectedhis settlement with the debtor.”** I hereby expressly waive and relinquish all rights and benefits underthat section and any law of any jurisdiction of similar effect with respect tomy release of any claims I may have against the Company.

 

In exchange for the benefits I am receiving under thePlan to which I am otherwise not entitled, I hereby generally and completelyrelease the Company and its directors, officers, employees, shareholders,partners, agents, attorneys, predecessors, successors, parent and subsidiaryentities, insurers, affiliates, and assigns from any and all claims,liabilities and obligations, both known and unknown, that arise out of or arein any way related to events, acts, conduct, or omissions occurring prior to mysigning this Agreement.  This generalrelease includes, but is not limited to: (1) all claims arising out of or inany way related to my employment with the Company or the termination of thatemployment; (2) all claims related to my compensation or benefits from theCompany, including salary, bonuses, commissions, vacation pay, expensereimbursements, severance pay, fringe benefits, stock, stock options, or anyother ownership interests in the Company; (3) all claims for breach ofcontract, wrongful termination, and breach of the implied covenant of goodfaith and fair dealing; (4) all tort claims, including claims for fraud,defamation, emotional distress, and discharge in violation of public policy;and (5) all federal, state, and local statutory claims, including claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claimsarising under the federal Civil Rights Act of 1964 (as amended), the federalAmericans with Disabilities Act of 1990, the federal Age Discrimination inEmployment Act of 1967 (as amended) (“ADEA”), and the California FairEmployment and Housing Act (as amended).

 

I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under ADEA.  I also acknowledge that the considerationgiven under the Plan for the waiver and release in the preceding paragraph hereofis in addition to anything of value to which I was already entitled.  I further acknowledge that I have beenadvised by this writing, as required by the ADEA, that:  (A) my waiver and release do not apply toany rights or claims that may arise on or after the date I execute this ReleaseAgreement; (B) I have the right to consult with an attorney prior to executingthis Release Agreement; (C) I have twenty-one (21) days to consider thisRelease Agreement (although I may choose to voluntarily execute it earlier);(D) I

 

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have seven (7) days following my execution of this Release Agreement torevoke it; and (E) this Release Agreement shall not be effective until the dateupon which the revocation period has expired, which shall be the eighth (8th)day after I execute this Release Agreement.

 
|   | **EMPLOYEE** |
|--------|--------------|
|   |         |
|   |         |
|   | Name:        |   |
|   |         |
|   | Date:        |   |
|        |              |  |  |

 

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**EXHIBIT B**

 

**RELEASEAGREEMENT****( ForEmployees  Under Age 40 - Individual andGroup Termination)**

 

I understand and agree completely to the terms setforth in the BroadVision, Inc. Change of Control Severance Benefit Plan (the“Plan”).  Certain capitalized terms usedin this Release Agreement are defined in the Plan.

 

I hereby confirm my obligations under the Company’s proprietaryinformation and inventions agreement.

 

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.”**  I hereby expressly waive and relinquish all rights and benefitsunder that section and any law of any jurisdiction of similar effect withrespect to my release of any claims I may have against the Company.

 

In exchange for the benefits I am receiving under thePlan to which I am otherwise not entitled, I hereby generally and completelyrelease the Company and its directors, officers, employees, shareholders,partners, agents, attorneys, predecessors, successors, parent and subsidiaryentities, insurers, affiliates, and assigns from any and all claims,liabilities and obligations, both known and unknown, that arise out of or arein any way related to events, acts, conduct, or omissions occurring prior to mysigning this Agreement.  This generalrelease includes, but is not limited to: (1) all claims arising out of or inany way related to my employment with the Company or the termination of thatemployment; (2) all claims related to my compensation or benefits from theCompany, including salary, bonuses, commissions, vacation pay, expensereimbursements, severance pay, fringe benefits, stock, stock options, or anyother ownership interests in the Company; (3) all claims for breach ofcontract, wrongful termination, and breach of the implied covenant of goodfaith and fair dealing; (4) all tort claims, including claims for fraud,defamation, emotional distress, and discharge in violation of public policy;and (5) all federal, state, and local statutory claims, including claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claimsarising under the federal Civil Rights Act of 1964 (as amended), the federalAmericans with Disabilities Act of 1990, and the California Fair Employment andHousing Act (as amended).

 

I understand that I have seven (7) days to considerthis Release Agreement (although I may voluntarily execute it earlier).

 
|   | **EMPLOYEE** |
|--------|--------------|
|   |         |
|   | Name:        |   |
|   |         |
|   | Date:        |   |
|        |              |  |  |

 

----

 

**EXHIBIT C**

 

**RELEASEAGREEMENT****(ForEmployees Age 40 or Older - Group Termination)**

 

I understand and agree completely to the terms setforth in the BroadVision, Inc. Change of Control Severance Benefit Plan (the“Plan”).  Certain capitalized terms usedin this Release Agreement are defined in the Plan.

 

I hereby confirm my obligations under the Company’sproprietary information and inventions agreement.

 

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.”**  I hereby expressly waive and relinquish all rights and benefitsunder that section and any law of any jurisdiction of similar effect withrespect to my release of any claims I may have against the Company.

 

In exchange for the benefits I am receiving under thePlan to which I am otherwise not entitled, I hereby generally and completelyrelease the Company and its directors, officers, employees, shareholders,partners, agents, attorneys, predecessors, successors, parent and subsidiaryentities, insurers, affiliates, and assigns from any and all claims,liabilities and obligations, both known and unknown, that arise out of or arein any way related to events, acts, conduct, or omissions occurring prior to mysigning this Agreement.  This generalrelease includes, but is not limited to: (1) all claims arising out of or inany way related to my employment with the Company or the termination of thatemployment; (2) all claims related to my compensation or benefits from theCompany, including salary, bonuses, commissions, vacation pay, expensereimbursements, severance pay, fringe benefits, stock, stock options, or anyother ownership interests in the Company; (3) all claims for breach ofcontract, wrongful termination, and breach of the implied covenant of goodfaith and fair dealing; (4) all tort claims, including claims for fraud,defamation, emotional distress, and discharge in violation of public policy;and (5) all federal, state, and local statutory claims, including claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claimsarising under the federal Civil Rights Act of 1964 (as amended), the federalAmericans with Disabilities Act of 1990, the federal Age Discrimination inEmployment Act of 1967 (as amended) (“ADEA”), and the California FairEmployment and Housing Act (as amended).

 

I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under ADEA.  I also acknowledge that the considerationgiven under the Plan for the waiver and release in the preceding paragraphhereof is in addition to anything of value to which I was alreadyentitled.  I further acknowledge that Ihave been advised by this writing, as required by the ADEA, that:  (A) my waiver and release do not apply toany rights or claims that may arise on or after the date I execute this ReleaseAgreement; (B) I have the right to consult with an attorney prior to executingthis Release Agreement; (C) I have forty-five (45) days to consider thisRelease Agreement (although I may choose to voluntarily execute it earlier);(D) I

 

1

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have seven (7) days following my execution of this Release Agreement torevoke it; (E) this Release Agreement shall not be effective until the dateupon which the revocation period has expired, which shall be the eighth day(8th) after I execute this Release Agreement; and (F) I have received with thisRelease Agreement a detailed list of the job titles and ages of all employeeswho are eligible for severance benefits under the Plan in this grouptermination and the ages of all employees of the Company in the same jobclassification or organizational unit who are not eligible for severancebenefits under the Plan.

 
|   | **EMPLOYEE** |
|--------|--------------|
|   |         |
|   |         |
|   | Name:        |   |
|   |         |
|   | Date:        |   |
|        |              |  |  |

 

2

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**APPENDIX A**

 

**BROADVISION, INC.****CHANGE OF CONTROL SEVERANCE BENEFIT PLAN**

 

**LEVEL I ELIGIBLE EMPLOYEES**

 

Severance benefits provided to Eligible Employeesunder the BroadVision, Inc. Change of Control Severance Benefit Plan (the“Plan”) are set forth below. Capitalized terms not explicitlydefined in this Appendix A but defined in the Plan shall have the samedefinitions as in the Plan.

 

Each Eligible Employee who is designated in theParticipation Agreement as being in Level I shall receive the followingbenefits as a result of a Covered Termination:

 

**1.****                                     ****CashSeverance Benefits.**  Within ten (10) days following aCovered Termination, such EligibleEmployee shall receive a lump sum cash payment equal to the greater of (i) thesum of annual Base Salary andAnnual Target Bonus, as in effect on the date of the Covered Termination, or(ii) the sum of Base Salary and Annual Target Bonus, as in effect immediatelyprior to the Change of Control.  Suchpayment shall be subject to all applicable tax withholding.

 

**2.****                                      EmployeeBenefit Plans.**  With respect to eachEligible Employee who is enrolled in or participates in a health, dental orvision plan sponsored by the Company on the date of his or her CoveredTermination, the Company shall pay the portion of premiums for the EligibleEmployee’s coverage under such plans, including coverage for the EligibleEmployee’s eligible dependents, that the Company paid prior to the CoveredTermination for twelve (12) months following the Covered Termination; *provided, however,* that no such premiumpayments shall be made following the effective date of the Eligible Employee’scoverage by such a plan of a subsequent employer.  Each Eligible Employee shall be required to notify the Company immediatelyif the Eligible Employee becomes covered by such a plan of a subsequentemployer.

 

**3.****                                      COBRA Continuation Coverage. **Each Level I Eligible Employeewho is enrolled in a health, dental, or vision****plan sponsored by theCompany may be eligible to continue coverage under such health, dental, orvision plan (or to convert to an individual policy), at the time of theEligible Employee’s Covered Termination, under the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”). The Company will notify the EligibleEmployee of any such right to continue such coverage at the time of terminationpursuant to COBRA.  No provision of thisPlan will affect the continuation coverage rules under COBRA, except that theCompany’s payment, if any, of applicable insurance premiums pursuant to Section2 above, will be credited as payment by the Eligible Employee for purposes ofthe Eligible Employee’s payment required under COBRA.  Therefore, the period during which an Eligible Employee may electto continue the Company’s health, dental, or vision plan coverage at his or herown expense under COBRA, the length of time during which COBRA coverage will bemade available to the Eligible Employee, and all other rights and obligationsof the Eligible Employee under COBRA (except the obligation to pay insurancepremiums that the Company may, in its sole discretion, elect to pay pursuant toSection 2 above) will be applied in the same manner that such rules

 

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would apply in theabsence of this Plan.  Upon theexpiration of the twelve (12) month period during which the Company pays theEligible Employee’s insurance premiums, the Eligible Employee will beresponsible for the entire payment of premiums required under COBRA for the durationof the COBRA period.  For purposes ofthis Section 3,****any applicablepremiums that may be paid by the Company shall not include any amounts payableby an Eligible Employee under an Internal Revenue Code Section 125 health carereimbursement plan, which amounts, if any, are the sole responsibility of theEligible Employee.

 

**4.****                                      StockOption Vesting. **Following anEligible Employee’s Covered Termination, the vesting and exercisability of suchEligible Employee’s unvested outstanding stock options, beginning with theearliest unvested installments, shall be accelerated in the followingpercentages:

 
| **Completed Years of Continuous  Employment** |   | **Accelerated  Vesting Percentage** |   |
|-----------------------------------------------|--------|-------------------------------------|--------|
|                                          |   |                                |   |
| Less than 3                                   |   | 25%                                 |   |
|                                          |   |                                |   |
| 3 to 5                                        |   | 37.5%                               |   |
|                                          |   |                                |   |
| 5 or more                                     |   | 50%                                 |   |

 

Partial years of employment shall not be taken intoaccount for purposes of the foregoing schedule nor shall service provided as anindependent contractor or as an employee of an entity or other business unitprior to such entity’s or other business unit’s acquisition by the Company oran affiliate of the Company be taken into account for purposes of the foregoingschedule.  A break in continuousemployment of whatever duration shall cause the loss of all completed months ofcontinuous employment prior to such break.

 

**5.****                                      Outplacement Assistance. **Following an Eligible Employee’sCovered Termination, the Company shall provide such Eligible Employee withoutplacement services arranged by the Company for one (1) year.

 

**6.****                                      Other Employee Benefits.**  All other benefits (such as life insurancecoverage, disability coverage and 401(k) plan participation) terminate as ofthe Eligible Employee’s Covered Termination (except the extent that aconversion privilege may be available thereunder).

 

**7.****                                      ReductionsPursuant to Section 4(b) of the Plan. **The severance benefits set forth inthis Appendix A are subject to certain reductions under Section 4(b) of thePlan.

 

The Company reserves the right to amend this AppendixA and the benefits provided hereunder at any time; *provided, however,* that only a written modification of anEligible Employee’s Participation Agreement, signed by both the EligibleEmployee and the Company, shall be effective to modify the terms of Appendix Aas applicable to such Eligible Employee.

 

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|   | Appendix A  Adopted: May 22, 2003 |
|--------|----------------------------------------|
|   |                                   |
|   | **BROADVISION,  INC.**                 |
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   |
|   | Title:                                 |   |
|        |                                        |  |  |

 

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**APPENDIX****B**

 

**BROADVISION, INC.****CHANGE OF CONTROL SEVERANCE BENEFIT PLAN**

 

**LEVEL II ELIGIBLE EMPLOYEES**

 

Severance benefitsprovided to Eligible Employees under the BroadVision, Inc. Change of ControlSeverance Benefit Plan (the “Plan”) are set forth below.  Capitalizedterms not explicitly defined in this Appendix B but defined in the Plan shall havethe same definitions as in the Plan.

 

Each Eligible Employee who is designated in theParticipation Agreement as being in Level II shall receive the followingbenefits as a result of a Covered Termination:

 

**1.****                                     ****CashSeverance Benefits.**  Within ten (10) days following aCovered Termination, such Level IIEligible Employee shall receive a lump sum cash payment equal to the greater of(i) the sum of annual BaseSalary and Annual Target Bonus, as in effect on the date of the CoveredTermination, or (ii) the sum of Base Salary and Annual Target Bonus, as ineffect immediately prior to the Change of Control.  Such payment shall be subject to all applicable tax withholding.

 

**2.****                                      EmployeeBenefit Plans.**  With respect to each Eligible Employeewho is enrolled in or participates in a health, dental or vision plan sponsoredby the Company on the date of his or her Covered Termination, the Company shallpay the portion of premiums for the Eligible Employee’s coverage under suchplans, including coverage for the Eligible Employee’s eligible dependents, thatthe Company paid prior to the Covered Termination for twelve (12) monthsfollowing the Covered Termination; *provided,however,* that no such premium payments shall be made following theeffective date of the Eligible Employee’s coverage by such a plan of asubsequent employer.  Each EligibleEmployee shall be required to notify the Company immediately if the EligibleEmployee becomes covered by such a plan of a subsequent employer.

 

**3.****                                      COBRAContinuation Coverage. **Each LevelII Eligible Employee who is enrolled in a health, dental, or vision****plansponsored by the Company may beeligible to continue coverage under such health, dental, or vision plan (or toconvert to an individual policy), at the time of the Eligible Employee’sCovered Termination, under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”). The Company will notify the Eligible Employee of any suchright to continue such coverage at the time of termination pursuant to COBRA.  No provision of this Plan will affect thecontinuation coverage rules under COBRA, except that the Company’s payment, ifany, of applicable insurance premiums pursuant to Section 2 above, will becredited as payment by the Eligible Employee for purposes of the Eligible Employee’spayment required under COBRA. Therefore, the period during which an Eligible Employee may elect tocontinue the Company’s health, dental, or vision plan coverage at his or herown expense under COBRA, the length of time during which COBRA coverage will bemade available to the Eligible Employee, and all other rights and obligationsof the Eligible Employee under COBRA (except the obligation to pay insurancepremiums that the Company may, in its sole discretion, elect to pay pursuant toSection 2 above) will be applied in the same manner that such rules

 

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would apply in theabsence of this Plan.  Upon theexpiration of the twelve (12) month period during which the Company pays theEligible Employee’s insurance premiums, the Eligible Employee will beresponsible for the entire payment of premiums required under COBRA for theduration of the COBRA period.  Forpurposes of this Section 3,****anyapplicable premiums that may be paid by the Company shall not include anyamounts payable by an Eligible Employee under an Internal Revenue Code Section125 health care reimbursement plan, which amounts, if any, are the soleresponsibility of the Eligible Employee.

 

**4.****                                      StockOption Vesting. **Following an EligibleEmployee’s Covered Termination, the vesting and exercisability of such EligibleEmployee’s unvested outstanding stock options, beginning with the earliestunvested installments, shall be accelerated in the following percentages:

 
| **Completed Months of Continuous  Employment** |   | **Accelerated  Vesting Percentage** |   |
|------------------------------------------------|--------|-------------------------------------|--------|
|                                           |   |                                |   |
| 12 or less                                     |   | 12.5%                               |   |
|                                           |   |                                |   |
| 13 to 35                                       |   | 25%                                 |   |
|                                           |   |                                |   |
| 36 to 59                                       |   | 37.5%                               |   |
|                                           |   |                                |   |
| 60 or more                                     |   | 50%                                 |   |

 

Partial months of employment shall not be taken intoaccount for purposes of the foregoing schedule nor shall service provided as anindependent contractor or as an employee of an entity or other business unitprior to such entity’s or other business unit’s acquisition by the Company oran affiliate of the Company be taken into account for purposes of the foregoingschedule.  A break in continuousemployment of whatever duration shall cause the loss of all completed months ofcontinuous employment prior to such break.

 

**5.****                                      Outplacement Assistance. **Following an Eligible Employee’s Covered Termination, the Company shallprovide such Eligible Employee with outplacement services arranged by theCompany for one (1) year.

 

**6.****                                      Other Employee Benefits.**  All other benefits (such as life insurancecoverage, disability coverage and 401(k) plan participation) terminate as ofthe Eligible Employee’s Covered Termination (except the extent that aconversion privilege may be available thereunder).

 

**7.****                                      ReductionsPursuant to Section 4(b) of the Plan. **The severance benefits set forth inthis Appendix B are subject to certain reductions under Section 4(b) of the Plan.

 

The Company reserves the right to amend this AppendixB and the benefits providedhereunder at any time; *provided, however,*that only a written modification of an Eligible Employee’s ParticipationAgreement, signed by both the Eligible Employee and the Company, shall beeffective to modify the terms of Appendix B as applicable to such EligibleEmployee.

 

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|   | Appendix B  Adopted: May 22, 2003 |
|--------|----------------------------------------|
|   |                                   |
|   | **BROADVISION,  INC.**                 |
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   |
|   | Title:                                 |   |
|        |                                        |  |  |

 

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**APPENDIX C**

 

**BROADVISION, INC.****CHANGE OF CONTROL SEVERANCE BENEFIT PLAN**

 

**LEVEL III ELIGIBLE EMPLOYEES**

 

Severance benefitsprovided to Eligible Employees under the BroadVision, Inc. Change of ControlSeverance Benefit Plan (the “Plan”) are set forth below.  Capitalizedterms not explicitly defined in this Appendix C but defined in the Plan shallhave the same definitions as in the Plan.

 

Each Eligible Employee who is designated in the ParticipationAgreement as being in Level III shall receive the following benefits as aresult of a Covered Termination:

 

**1.****                                     ****CashSeverance Benefits.**  Within ten (10) days following aCovered Termination, such EligibleEmployee shall receive a lump sum cash payment equal to one-half (1/2) timesthe greater of (i) the sum of annual Base Salary and Annual Target Bonus, as in effect on the date of theCovered Termination, or (ii) the sum of Base Salary and Annual Target Bonus, asin effect immediately prior to the Change of Control.  Such payment shall be subject to all applicable tax withholding.

 

**2.****                                      EmployeeBenefit Plans.**  With respect to eachEligible Employee who is enrolled in or participates in a health, dental orvision plan sponsored by the Company on the date of his or her CoveredTermination, the Company shall pay the portion of premiums for the EligibleEmployee’s coverage under such plans, including coverage for the EligibleEmployee’s eligible dependents, that the Company paid prior to the Covered Terminationfor six (6) months following the Covered Termination; *provided, however,* that no such premiumpayments shall be made following the effective date of the Eligible Employee’scoverage by such a plan of a subsequent employer.  Each Eligible Employee shall be required to notify the Companyimmediately if the Eligible Employee becomes covered by such a plan of asubsequent employer.

 

**3.****                                      COBRAContinuation Coverage. **Each LevelIII Eligible Employee who is enrolled in a health, dental, or vision****plansponsored by the Company may be eligible to continue coverage under suchhealth, dental, or vision plan (or to convert to an individual policy), at thetime of the Eligible Employee’s Covered Termination, under the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (“COBRA”). The Company will notifythe Eligible Employee of any such right to continue such coverage at the timeof termination pursuant to COBRA.  Noprovision of this Plan will affect the continuation coverage rules under COBRA,except that the Company’s payment, if any, of applicable insurance premiumspursuant to Section 2 above, will be credited as payment by the EligibleEmployee for purposes of the Eligible Employee’s payment required underCOBRA.  Therefore, the period duringwhich an Eligible Employee may elect to continue the Company’s health, dental,or vision plan coverage at his or her own expense under COBRA, the length oftime during which COBRA coverage will be made available to the EligibleEmployee, and all other rights and obligations of the Eligible Employee underCOBRA (except the obligation to pay insurance premiums that the Company may, inits sole discretion, elect to pay pursuant to Section 2 above) will be appliedin the same manner that such rules

 

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would apply in theabsence of this Plan.  Upon theexpiration of the six (6) month period during which the Company pays theEligible Employee’s insurance premiums, the Eligible Employee will beresponsible for the entire payment of premiums required under COBRA for theduration of the COBRA period.  Forpurposes of this Section 3,****anyapplicable premiums that may be paid by the Company shall not include anyamounts payable by an Eligible Employee under an Internal Revenue Code Section125 health care reimbursement plan, which amounts, if any, are the soleresponsibility of the Eligible Employee.

 

**4.****                                      StockOption Vesting. **Following anEligible Employee’s Covered Termination, the vesting and exercisability of suchEligible Employee’s unvested outstanding stock options, beginning with theearliest unvested installments, shall be accelerated in the followingpercentages:

 
| **Completed Months of Continuous  Employment** |   | **Accelerated  Vesting Percentage** |   |
|------------------------------------------------|--------|-------------------------------------|--------|
|                                           |   |                                |   |
| 12 or less                                     |   | 12.5%                               |   |
|                                           |   |                                |   |
| 13 to 35                                       |   | 25%                                 |   |
|                                           |   |                                |   |
| 36 to 59                                       |   | 37.5%                               |   |
|                                           |   |                                |   |
| 60 or more                                     |   | 50%                                 |   |

 

Partial months of employment shall not be taken intoaccount for purposes of the foregoing schedule nor shall service provided as anindependent contractor or as an employee of an entity or other business unitprior to such entity’s or other business unit’s acquisition by the Company oran affiliate of the Company be taken into account for purposes of the foregoingschedule.  A break in continuous employmentof whatever duration shall cause the loss of all completed months of continuousemployment prior to such break.

 

**5.****                                      Outplacement Assistance. **Following an Eligible Employee’sCovered Termination, the Company shall provide such Eligible Employee withoutplacement services arranged by the Company for six (6) months.

 

**6.****                                      Other Employee Benefits.**  All other benefits (such as life insurancecoverage, disability coverage and 401(k) plan participation) terminate as ofthe Eligible Employee’s Covered Termination (except the extent that aconversion privilege may be available thereunder).

 

**7.****                                      ReductionsPursuant to Section 4(b) of the Plan. **The severance benefits set forth inthis Appendix C are subject to certain reductions under Section 4(b) of thePlan.

 

The Company reserves the right to amend this AppendixC and the benefits provided hereunder at any time; provided, however, that onlya written modification of an Eligible Employee’s Participation Agreement,signed by both the Eligible Employee and the Company, shall be effective tomodify the terms of Appendix C as applicable to such Eligible Employee.

 

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|   | Appendix C  Adopted: May 22, 2003 |
|--------|----------------------------------------|
|   |                                   |
|   | **BROADVISION,  INC.**                 |
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   |
|   | Title:                                 |   |
|        |                                        |  |  |

 

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**APPENDIX D**

 

**BROADVISION, INC.****CHANGE OF CONTROL SEVERANCE BENEFIT PLAN**

 

**LEVEL IV ELIGIBLE EMPLOYEES**

 

Severance benefitsprovided to Eligible Employees under the BroadVision, Inc. Change of ControlSeverance Benefit Plan (the “Plan”) are set forth below.  Capitalizedterms not explicitly defined in this Appendix D but defined in the Plan shallhave the same definitions as in the Plan.

 

Each Eligible Employee who is designated in theParticipation Agreement as being in Level IV shall receive the followingbenefits as a result of a Covered Termination:

 

**1.****                                     ****CashSeverance Benefits.**  Within ten (10) days following aCovered Termination, the such EligibleEmployee shall receive a lump sum cash payment equal to one-quarter (1/4) timesthe greater of (i) the sum of annual Base Salary and Annual Target Bonus, as in effect on the date of theCovered Termination, or (ii) the sum of Base Salary and Annual Target Bonus, asin effect immediately prior to the Change of Control.  Such payment shall be subject to all applicable tax withholding.

 

**2.****                                      EmployeeBenefit Plans.**  With respect to each Eligible Employee whois enrolled in or participates in a health, dental or vision plan sponsored bythe Company on the date of his or her Covered Termination, the Company shallpay the portion of premiums for the Eligible Employee’s coverage under suchplans, including coverage for the Eligible Employee’s eligible dependents, thatthe Company paid prior to the Covered Termination for three (3) monthsfollowing the Covered Termination; *provided,however,* that no such premium payments shall be made following theeffective date of the Eligible Employee’s coverage by such a plan of asubsequent employer.  Each EligibleEmployee shall be required to notify the Company immediately if the EligibleEmployee becomes covered by such a plan of a subsequent employer.

 

**3.****                                      COBRAContinuation Coverage. **Each LevelIV Eligible Employee who isenrolled in a health, dental, or vision****plan sponsored by the Company may beeligible to continue coverage under such health, dental, or vision plan (or toconvert to an individual policy), at the time of the Eligible Employee’sCovered Termination, under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”). The Company will notify the Eligible Employee of any suchright to continue such coverage at the time of termination pursuant toCOBRA.  No provision of this Plan willaffect the continuation coverage rules under COBRA, except that the Company’spayment, if any, of applicable insurance premiums pursuant to Section 2 above,will be credited as payment by the Eligible Employee for purposes of theEligible Employee’s payment required under COBRA.  Therefore, the period during which an Eligible Employee may electto continue the Company’s health, dental, or vision plan coverage at his or herown expense under COBRA, the length of time during which COBRA coverage will bemade available to the Eligible Employee, and all other rights and obligationsof the Eligible Employee under COBRA (except the obligation to pay insurancepremiums that the Company may, in its sole discretion, elect to pay pursuant toSection 2 above) will be applied in the same manner that such rules

 

1

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would apply in theabsence of this Plan.  Upon theexpiration of the three (3) month period during which the Company pays theEligible Employee’s insurance premiums, the Eligible Employee will beresponsible for the entire payment of premiums required under COBRA for theduration of the COBRA period.  Forpurposes of this Section 3,****anyapplicable premiums that may be paid by the Company shall not include anyamounts payable by an Eligible Employee under an Internal Revenue Code Section125 health care reimbursement plan, which amounts, if any, are the soleresponsibility of the Eligible Employee.

 

**4.****                                      StockOption Vesting. **Following anEligible Employee’s Covered Termination, the vesting and exercisability of suchEligible Employee’s unvested outstanding stock options, beginning with theearliest unvested installments, shall be accelerated in the followingpercentages:

 
| **Completed Months of Continuous  Employment** |   | **Accelerated  Vesting Percentage** |   |
|------------------------------------------------|--------|-------------------------------------|--------|
|                                           |   |                                |   |
| 12 or less                                     |   | 12.5%                               |   |
|                                           |   |                                |   |
| 13 to 35                                       |   | 25%                                 |   |
|                                           |   |                                |   |
| 36 to 59                                       |   | 37.5%                               |   |
|                                           |   |                                |   |
| 60 or more                                     |   | 50%                                 |   |

 

Partial months of employment shall not be taken intoaccount for purposes of the foregoing schedule nor shall service provided as anindependent contractor or as an employee of an entity or other business unitprior to such entity’s or other business unit’s acquisition by the Company oran affiliate of the Company be taken into account for purposes of the foregoingschedule.  A break in continuousemployment of whatever duration shall cause the loss of all completed months ofcontinuous employment prior to such break.

 

**5.****                                      Outplacement Assistance. **Following an Eligible Employee’sCovered Termination, the Company shall provide such Eligible Employee withoutplacement services arranged by the Company for six (6) months.

 

**6.****                                      Other Employee Benefits.**  All other benefits (such as life insurancecoverage, disability coverage and 401(k) plan participation) terminate as ofthe Eligible Employee’s Covered Termination (except the extent that aconversion privilege may be available thereunder).

 

**7.****                                      ReductionsPursuant to Section 4(b) of the Plan. **The severance benefits set forth inthis Appendix D are subject to certain reductions under Section 4(b) of thePlan.

 

The Company reserves the right to amend this AppendixD and the benefits provided hereunder at any time; provided, however, that onlya written modification of an Eligible Employee’s Participation Agreement,signed by both the Eligible Employee and the Company, shall be effective tomodify the terms of Appendix D as applicable to the such Eligible Employee.

 

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|   | Appendix D  Adopted: May 22, 2003 |
|--------|----------------------------------------|
|   |                                   |
|   | **BROADVISION,  INC.**                 |
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   |
|   | Title:                                 |   |
|        |                                        |  |  |

 

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