**Exhibit 10.31**

 

 

May 14, 2002

 

 

Andrew Nash

924 Towlston Road

McLean, VA 22102

 

Dear Andrew:

 

BroadVision, Inc. ("BroadVision" or"the Company") is pleased to confirm its offer to you of the positionof Executive Vice President and Chief Operating Officer within the ExecutiveTeam at BroadVision, effective May 14, 2002. We are extremely pleased to have you join as a new BroadVision executiveand look forward to the challenges and successes in our path.  Your leadership, past successes and styledemonstrated throughout the recruitment process will allow us to achieve newand far-reaching dimensions to our business and Worldwide Organization.  As Executive Vice President and ChiefOperating Officer reporting directly Chief Executive Officer of the Company, youwill lead the Worldwide Sales, Business Development, Marketing and ProfessionalServices organizations.

 

The following outlines the terms of ouremployment offer to you (the "Agreement").

 

**C****ompensation and********Benefits**

** **

Your starting Base Salary will be$29,166.66 per month ($350,000.00 per year), paid on a semi-monthly basis andsubject to standard deductions and withholding.  [If the Company achieves its revenues targets as stated in itsbusiness plan, you will be eligible for an annual bonus of sixty percent (60%)of your Base Salary, payable as soon as it can be determined that such revenuetargets have been met and subject to standard deductions and withholding.]  You will receive a signing bonus of $50,000$12,500 increments over the next four (4) quarters.  You also will be eligible for salary and stock adjustments at thenext annual review, although no increases are assured.  Your salary will not be reduced unless bymutual agreement.

 

You will be eligible for thestandard BroadVision employee benefits which include: medical, dental, vision,and prescription package, long-term disability insurance, group life insurance,participation in our 401(k) Savings Plan, participation in the Employee StockPurchase Plan (ESPP), and two weeks accrued vacation per year (vacation accruedaccording to length of service).

 

While BroadVision pays for themajority of your medical insurance, should you choose to participate in theplan, your financial contribution currently will be approximately 10% of yourmonthly insurance premium, depending on your benefit selection.  Benefits start the first of the calendarmonth after your date of hire.  Youshould also note that BroadVision may modify salaries and benefits from time totime as it deems necessary.

 

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**R****elocation**

 

You will be eligible for a relocation packageas described in Exhibits C and D.

 

**S****tock****O****ption**

 

In addition to the above, you will berecommended to a grant of an option to purchase 3,375,000 shares of BroadVisioncommon stock at a fair market value to be determined at the next meeting of theoption committee.  The Option will be anincentive stock option to the extent permitted by law, the remaining portion ofthe Option will be a nonstatutory stock option.  The options vest over four years based on your continued servicewith BroadVision: twenty-five percent (25%) of the shares will vest after thefirst year of employment and the balance over the remaining three years on amonthly basis (2.083% of the original grant amount per month).  The Option will be subject to the terms andconditions of the BroadVision stock option plan and the form of stock optionagreement pursuant to which the Option is granted.

 

**I****nvoluntary****T****ermination****W****ithout****C****ause**

 

In the event your employment with BroadVisionis terminated due to an Involuntary Termination Without Cause (as definedbelow) at any time, you agree to provide consulting services to BroadVisionpursuant to the Consulting Terms set forth in Exhibit A, and on the SeparationDate (as defined in Exhibit A) to execute a general release substantially inthe form attached hereto as Exhibit B (the "Release").  On the eighth day after you execute theRelease, provided you have not revoked the Release, you will be paid thatportion of your bonus under the Variable Compensation Plan which would havebeen earned, and become due and payable, had you been employed for the entirequarter during which the Separation Date occurs.

 

**C****hange of****C****ontrol**

 

In addition to the foregoing, in the eventyour employment with BroadVision is terminated by reason of an InvoluntaryTermination Without Cause or a Voluntary Termination for Good Reason (asdefined below) within thirteen (13) months following a Change of Control (asdefined below), and subject to your valid execution of the Release, fifty percent(50%) of the unvested shares subject to your outstanding stock options andother stock awards granted to you by BroadVision will become vested andexercisable on the effective date of your termination of employment.

 

For purposes of this Agreement, ***Involuntary Termination WithoutCause*** shall mean your dismissal or discharge for reasons otherthan Cause.  For this purpose,"Cause" means the

 

 

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occurrence of any one or more of thefollowing: (i) your conviction of, or plea of no contest with respect to, anycrime involving fraud, dishonesty or moral turpitude; (ii) your attemptedcommission of or participation in a fraud or act of dishonesty againstBroadVision that results in (or might have reasonably resulted in) materialharm to the business of BroadVision; (iii) your intentional, material violationof any contract or agreement between you and the Company or any statutory dutyyou owe to BroadVision; (iv) your conduct that constitutes gross misconduct, insubordination,incompetence or habitual neglect of duties that results in (or might havereasonably resulted in) material harm to the business of BroadVision; and (v)persistent unsatisfactory performance of your job duties; *provided, however,* that the action orconduct described in clause (iii), (iv) and (v) above will constitute"Cause" only if such action or conduct has not been cured by youfollowing BroadVision's written notice thereof and fifteen (15) days to curethe same.

 

For purposes of this Agreement, ***Voluntary Termination for GoodReason*** shall mean your resignation resulting because one or moreof the following are undertaken by the Company without your express writtenconsent: (i) the assignment to you of any duties or responsibilities that resultsin a material diminution in your function, a material change in your title or achange in your reporting relationships, as in effect immediately prior to theeffective date of the Change of Control; (ii) material reduction by the Companyin your annual base salary, as in effect on the effective date of the Change ofControl or as increased thereafter; (iii) any failure by the Company tocontinue in effect any benefit plan or program, including incentive plans orplans with respect to the receipt of securities of the Company, in which youwere participating immediately prior to the effective date of the Change ofControl (hereinafter referred to as "Benefit Plans"), or the takingof any action by the Company that would adversely affect your participation inor reduce your benefits under the Benefit Plans or deprive you of any fringebenefit that you enjoyed immediately prior to the effective date of the Changeof Control; *provided, however,*that Good Reason shall not be deemed to have occurred if the Company providesfor your participation in benefit plans and programs that, taken as a whole,are comparable to the Benefit Plans; (iv) a relocation of your business officeto a location more than thirty (30) miles from the location at which youperformed your duties as of the effective date of the Change of Control, exceptfor required travel by you on the Company's business to an extent substantiallyconsistent with your business travel obligations prior to the effective date ofthe Change of Control; or (v) a material breach by the Company of any provisionof any material agreement between you and the Company concerning the terms andconditions of your employment.

 

 

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For purposes of this Agreement, a ***Change of Control***means the occurrence, in a single transaction or in a series of relatedtransactions, of any one or more of the following events:

 

                (1)           any person (within the meaning ofSection 13(d) or 14(d) of the Exchange Act of 1934, as amended (the"Exchange Act") 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;

 

                (2)           there is consummated a merger,consolidation or similar transaction involving (directly or indirectly) theCompany and, immediately after the consummation of such merger, consolidationor similar transaction, the stockholders of the Company immediately priorthereto do not own, directly or indirectly, outstanding voting securitiesrepresenting more than fifty percent (50%) of the combined outstanding votingpower of the surviving entity in such merger, consolidation or similar transactionor more than fifty percent (50%) of the combined outstanding voting power ofthe parent of the surviving entity in such merger, consolidation or similartransaction;

 

                (3)           the stockholders of the Companyapprove or the Board of Directors approves a plan of complete dissolution orliquidation of the Company, or a complete dissolution or liquidation of theCompany shall otherwise occur; or

 

                (4)           there is consummated a sale, lease,license or other disposition of all or substantially all of the consolidated assetsof the Company and its subsidiaries, other than a sale, lease, license or otherdisposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of thecombined voting power of the voting securities of which are owned bystockholders of the Company in substantially the same proportions as theirownership of the Company immediately prior to such sale, lease, license orother disposition.

 

Once a Change of Control has occurred forpurposed of this Agreement, no future events will constitute a Change ofControl for purposes of this Agreement.

 

**P****arachute****P****ayments**

 

If any payment or benefit you would receivepursuant to a Change of Control from BroadVision or otherwise ("Payment")would (i) constitute a "parachute payment" within the meaning of

 

 

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Section 280G of the Internal Revenue Code of1986, as amended (the "Code"), and (ii) but for this sentence, besubject to the excise tax imposed by Section 4999 of the Code (the "ExciseTax"), then such Payment shall be equal to the Reduced Amount.  The "Reduced Amount" shall beeither (x) the largest portion of the Payment that would result in no portionof the Payment being subject to the Excise Tax or (y) the largest portion, upto and including the total, of the Payment, whichever amount, after taking intoaccount all applicable federal, state and local employment taxes, income taxes,and the Excise Tax (all computed at the highest applicable marginal rate),results in your receipt, on an after-tax basis, of the greater amount of thePayment not withstanding that all or some portion of the Payment may be subjectto the Excise Tax.  If a reduction inpayments or benefits constituting "parachute payments" is necessaryso that the Payment equals the Reduced Amount, reduction shall occur in thefollowing order unless you elect in writing 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 stock awards; reduction of employeebenefits.  In the event that accelerationof vesting of stock award compensation is to be reduced, such acceleration ofvesting shall be cancelled in the reverse order of the date of grant of yourstock awards unless you elect in writing a different order for cancellation.

 

The accounting firm engaged by BroadVisionfor general audit purposes as of the day prior to the effective date of theChange of Control shall perform the foregoing calculations.  If the accounting firm so engaged byBroadVision is serving as accountant or auditor for the individual, entity orgroup effecting the Change of Control, BroadVision shall appoint a nationallyrecognized accounting firm to make the determinations required hereunder.  BroadVision shall bear all expenses withrespect to the determinations by such accounting firm required to be madehereunder.

 

The accounting firm engaged to make thedeterminations hereunder shall provide its calculations, together with detailedsupporting documentation, to BroadVision and you within fifteen (15) calendardays after the date on which your right to a Payment is triggered (if requestedat that time by BroadVision or you) or such other time as requested byBroadVision or you.  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 furnishBroadVision and you with an opinion reasonably acceptable to you that no ExciseTax will be imposed with respect to such Payment.  Any good faith determinations of the accounting firm madehereunder shall be final, binding and conclusive upon BroadVision and you.

 

 

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**A****mendment**

 

This Agreement may be modified at any time byBroadVision; *provided, however,*that this Agreement may not be amended for thirteen (13) months following aChange of Control in a manner which reduces the amount of any benefit that maybe provided upon on an Involuntary Termination Without Cause or a VoluntaryTermination for Good Reason or adversely modifies the types of events that willconstitute an Involuntary Termination Without Cause or a Voluntary Terminationfor Good Reason for purposes of this Agreement.

 

**O****ther****P****rovisions**

 

As a BroadVision employee, you will berequired to sign an acknowledgement that you have read and understand thecompany rules as described in the company handbook and intend to abide by theserules and regulations.  You will beexpected to sign and comply with BroadVision's Proprietary Information andInventions Agreement.  You will also berequired to submit a Form I-9 and satisfactory documentation regarding youridentification 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 beexpected not to use or disclose any confidential information, including tradesecrets, of any former employer or other person to whom you have an obligationof confidentiality.  Rather, you will beexpected to use only that information which is generally known and used bypersons with training and experience comparable to your own, which is commonknowledge in the industry or otherwise legally in the public domain, or whichis otherwise provided or developed by BroadVision.  During our discussions about your proposed job duties, youassured us that you would be able to perform those duties within the guidelinesjust described.

 

You agree that you will not bring ontoBroadVision premises any unpublished documents or property belonging to anyformer employer or other person to whom you have an obligation ofconfidentiality.

 

You shall receive indemnification as acorporate officer of BroadVision to the maximum extent extended to the otherofficers of BroadVision.  You will berequired to enter into the BroadVision's standard form of indemnificationagreement, pursuant to which BroadVision agrees to advance any expenses forwhich indemnification is available to the extent allowed by applicable law("Indemnification Agreement").

 

 

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You may terminate your employment with BroadVisionat any time and for any reason whatsoever simply by notifying BroadVision.  Likewise, BroadVision may terminate youremployment at any time, with or without cause or advance notice.  BroadVision requests that in the event ofyour resignation, you provide notice of your resignation two (2) weeks inadvance.

 

This Agreement including its Exhibits,together with your stock option agreement(s), your Proprietary Information andInventions Agreement, and your Indemnification Agreement, forms the complete andexclusive statement of your employment agreement with BroadVision.  It supersedes any other agreements orpromises made to you by anyone, whether oral or written, and it can only bemodified in a written agreement signed by an officer of BroadVision.

 

If you wish to accept employment atBroadVision under the terms set out above and the Exhibits, please sign anddate this letter, and return it to me by May 14, 2002.

 

I look forward to your favorable reply and toa productive and exciting working relationship.

 

Sincerely,

 

 
| /s/ Pehong Chen                             |
|---------------------------------------------|
| Pehong Chen                                 |
| Chief Executive Officer,  BroadVision, Inc. |

 

***Approved and Accepted by:***

 

 

 
| /s/ Andrew Nash        |   | May 14, 2002 |
|------------------------|--------|--------------|
| Signature              |   | Date         |
|                   |   |         |
| ###-##-####            |   |         |
| Social Security Number |   |         |

 

 
| **Exhibit  A:** | **Consulting  Terms**              |
|-----------------|------------------------------------|
| **Exhibit B:**  | **General  Release**               |
| **Exhibit  C:** | **Summary  of Relocation Package** |
| **Exhibit  D:** | **Relocation  Package Overview**   |

 

 

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**EXHBIT A**

** **

**CONSULTING TERMS**

 

 

As part of the Agreement, you agree that inthe event of an Involuntary Termination Without Cause (as defined in theAgreement to which this Exhibit A is attached), you will serve as a consultantto BroadVision under the terms specified below.  The consulting relationship commences on the date your employmentwith BroadVision is terminated (the "Separation Date") and continuesfor one year from the Separation Date (the "Consulting Period").

 

**                Consulting Services.**  You agree to provide consulting services toBroadVision in any area of your expertise upon request by the Chief ExecutiveOfficer (the "CEO") of BroadVision. During the Consulting Period, you will report directly to the CEO, or asotherwise specified by the CEO.  Youagree to exercise the highest degree of professionalism and utilize yourexpertise and creative talents in performing these services.  You agree to make yourself available toperform such consulting services throughout the Consulting Period, up to amaximum of forty (40) hours per month.

 

                **Consulting Fees and Benefits.**

 

**Consulting Fees.**  Provided that you have signed and not revoked the general releaseset forth in Exhibit B to the Agreement, the Company will pay you as consultingfees $$29,166.66 per month (the "Consulting Fees") during theConsulting Period.

 

**Taxes and Withholding.**  BroadVision will not withhold from the Consulting Fees any amountfor taxes, social security or other payroll deductions.  BroadVision will issue you a Form 1099 withrespect to your Consulting Fees.  Youacknowledge that you will be entirely responsible for payment of any suchtaxes, and you hereby indemnify and hold harmless BroadVision from anyliability for any taxes, penalties or interest that may be assessed by anytaxing authority with respect to all compensation you receive pursuant to theconsulting relationship described herein, with the exception of the employer'sshare of social security, if any.

 

**Stock Options.**  Your outstanding stock options (the "Options") willcontinue to vest during the Consulting Period in accordance with the terms andconditions of the stock option plan and stock option agreement(s) pursuant towhich the Options were granted.  Youwill have three (3) months to exercise any vested portion of the Optionsfollowing the end of the Consulting Period. If the Options were incentive stock options under section 422 of theInternal Revenue Code of 1986, as amended, at the time of grant, such optionswill cease being incentive stock options to the extent such options areexercised more than three (3) months following your termination of employmentwith BroadVision.

 

**Health Insurance.**  As provided by the federal COBRA law and by BroadVision's currentgroup health insurance policies, you will be eligible to continue your healthinsurance benefits at your own expense for up to eighteen (18) months followingthe Separation Date and, later, to convert to an individual policy if youwish.  On the Separation Date, you willbe provided with a separate notice of your COBRA rights.

 

 

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**Other Compensation or Benefits.**  You acknowledge that, except as expresslyprovided herein, you will not receive from BroadVision any additionalcompensation (including but not limited to salary or bonuses), severance orbenefits after the Separation Date.

 

                **Limitations on Authority.**  You will have no responsibilities orauthority as a consultant to BroadVision other than as provided above.  You agree not to represent or purport torepresent BroadVision in any manner whatsoever to any third party unlessauthorized by BroadVision, in writing, to do so.

 

                **Other Work Activities.**  Throughout the Consulting Period, you retainthe right to engage in employment, consulting, or other work relationships inaddition to your work for BroadVision. BroadVision will make reasonable arrangements to enable you to performyour work for BroadVision at such times and in such a manner so that it willnot interfere with other activities in which you may engage.  In order to protect the trade secrets andconfidential and proprietary information of BroadVision, you agree that, duringthe Consulting Period, you will notify BroadVision, in writing, before youobtain employment with a competitor of BroadVision, perform services for anybusiness entity competitive with BroadVision, or engage in any other work activitythat is competitive with BroadVision (collectively, "CompetitiveActivity").  If you engage inCompetitive Activity without BroadVision's express written consent,BroadVision's obligation to pay you Consulting Fees will cease immediately,vesting of your Options will cease immediately, and the Consulting Period willend immediately.  BroadVision will notseek to recover any fees or benefits provided to you prior to your engagementin Competitive Activity.

 

*[End of Exhibit A]*

 

 

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**EXHIBIT B**

** **

**GENERAL RELEASE**

 

 

I understand that my position withBroadVision, Inc. (the "Company") terminated effective                                     ,                (the "Separation Date").  TheCompany has conditioned its payment of Consultant Fees, and payment of aquarterly installment of my bonus under the Variable Compensation Plan, andaccelerated vesting pursuant to the terms of the May 14, 2002, offer letteragreement (the "Agreement") between myself and the Company, and anyagreements incorporated therein by reference, on my signing this Release.  I understand that, regardless of whether Isign this Release, the Company will pay me all of my accrued salary andvacation through the Separation Date, to which I am entitled by law.

 

In consideration of the benefits I amreceiving under the Agreement, I hereby release the Company and its officers,directors, agents, attorneys, employees, shareholders, parents, subsidiaries,and affiliates from any and all claims, liabilities, demands, causes of action,attorneys' fees, damages, or obligations of every kind and nature, whether theyare now known or unknown, suspected or unsuspected, discovered or undiscovered,arising at any time prior to and including the date I sign this General Release("Release").  This generalrelease includes, but is not limited to: all federal and state statutory andcommon law claims, claims related to my employment or the termination of myemployment or related to breach of contract, tort, wrongful termination,discrimination, wages or benefits, claims for any form of equity orcompensation, or claims under the BroadVision, Inc. Severance Benefit Plan.

 

In releasing claims unknown to me at present,I am waiving all rights and benefits under Section 1542 of the California Civilcode, and any law or legal principle of similar effect in any jurisdiction:Section 1542 provides: **"A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known byhim must have materially affected his settlement with the debtor."**

 

If I am forty (40) years of age or older asof the Separation Date, I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under the federal AgeDiscrimination in Employment Act of 1967, as amended ("ADEA").  I also acknowledge that the considerationgiven for the waiver in the above paragraphs is in addition to anything ofvalue to which I was already entitled.  I have been advised by this writing, as required by the ADEA,that:  (a) my waiver and release do notapply to any claims that may arise after my signing of this Release; (b) Ishould consult with my attorney prior to executing this release; (c) I have twenty-one(21) days within which to consider this Release (although I may choose tovoluntarily execute this Release earlier); (d) I have seven (7) days followingthe execution of this release to revoke the Release; and (e) this Release willnot be effective until the eighth day after this Release has been signed by me("Effective Date").

 

Agreed:

 

**A****ndrew****N****ash**

 

 

 
|   |   | Date: |   |
|--------|--------|-------|--------|

 

 

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**EXHIBIT C**

** **

**SUMMARY OF RELOCATION PACKAGE**

 

 

The decision to relocate presents an excitingand challenging opportunity both for you and the Company.  The Company recognizes that relocating mayproduce some unexpected expenses and challenges.  To assist in meeting these challenges, we provide professionalassistance to guide you and financial assistance to help with reasonableexpenses associated with your move.  Aspart of the hiring package, you are eligible for the greater of all benefitsprovided under Tier 3 of the BroadVision relocation package, or what is listedbelow.

 

In addition to the benefits set forth underthe Tier 3 policy, BroadVision will also provide the following:

 

*CashResettlement Allowance* — $4,000 to cover all moving expenses, to begrossed up for federal and state income taxes and FICA and medicare

 

*Pre-moveHouse-hunting Trip* — Four house hunting trips for a total of twelvedays

 

*New HomePurchase Closing Costs* — pursuant to the terms set forth in thepolicy, the company will reimburse the greater of $2,000 or actual closingcosts to be grossed up for federal and state income taxes and FICA and medicare

 

*ShippingYour Household Goods* — pursuant to the terms set forth in the policy,the company will pay for the shipment of household goods from old location tonew location.  BroadVision will also payfor the insurance of your household goods up to a value of $250,000.

 

Temporary Storage — actual costs associatedwith the storage of personal household goods.

 

*Home Sale* — Customaryseller costs including real estate agent selling expenses.

 

The Tier Three package is designed to providefor the fair and uniform treatment of all employees.  If, for whatever reason, exceptions to this policy or the termsset forth in this letter are granted, they must be pre-approved in writing.

 

Because of the extensive cost to the companyresulting from relocation, you will be required to sign the *Relocation Repayment Agreement* before anyexpenses are incurred.  By executingthis Agreement, you are agreeing to repay the Company the cost of relocation ifyou voluntarily reign, or are terminated for cause, within twenty-four (24)months of the effective move date.  Upontermination, any outstanding amounts due for salary, bonuses, commissions,reimbursement,. vacation pay, etc. will be applied to the amount owed forrelocation expenses.  If withholdingcompensation does not cover the total amount owed, a repayment program will bedesigned for the remainder of the expenses due the Company.  If there is a change in control aspreviously defined in this

 

 

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amount owed for relocation expenses.  If withholding compensation does not coverthe total amount owed, a repayment program will be designed for the remainderof the expenses due the Company.  Ifthere is a change in control as previously defined in this letter and your roleor employment is affected as a result of a CIC, you are not required to repaythese moving expenses.  The repaymentschedule is as follows:

 

| Month 1-12  |   | 100%  repayment |
|-------------|--------|-----------------|
| Month 13-24 |   | 50%  repayment  |

 

 

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**EXHIBIT D**

** **

**RELOCATION PACKAGE OVERVIEW**

 

 

**BROADVISIONINC.**

**ANDREW NASH**

**RelocationPackage Overview**

 

May 9, 2002

 
| **Policy  Element**                               |   | **Tier Three  (Director level or above)**                                                                                                                                                                                                                                                      |
|---------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Cash Resettlement  Allowance                      |   | $4,000 to cover all other  moving expenses (and those not specifically reimbursed).  Paid in advance, with no receipts  required.                                                                                                                                                         |
| Pre-move House-hunting  Trip                      |   | Four house hunting trips  for up to 12 days for employee and dependents.  Reimbursement for airfare (economy class) and normal business  travel expenses.                                                                                                                                 |
| Travel to new location                            |   | Airfare for employee and  dependents OR reimbursement for mileage (most direct route) and en-route  lodging.                                                                                                                                                                                   |
| Household Goods shipment                          |   | Through Company preferred  vendor.                                                                                                                                                                                                                                                             |
| Car shipment                                      |   | Up to 2 cars                                                                                                                                                                                                                                                                                   |
| Temporary Lodging                                 |   | 60 days maximum                                                                                                                                                                                                                                                                                |
| Meals                                             |   | Not reimbursed                                                                                                                                                                                                                                                                                 |
| Car Rental                                        |   | Until car arrives or 30  days — whichever occurs soonest                                                                                                                                                                                                                                  |
| Home Sale                                         |   | Buyer Value Option program  through third party provider (tax effective home sale program).  Dual housing assistance — reimbursement of the lesser of two mortgages, for  up to three months.  This includes  customary seller's costs including real estate agent selling expenses. |
| Tax Assistance?  If so, which items?         |   | Relocation expenses  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                                                                                                                                                                                                                                                               |
| New Home Purchase Closing  Costs  (Best Practice) |   | Reimbursement of the  greater of $2,000 or actual closing costs.                                                                                                                                                                                                                               |

 

 

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