**Exhibit 10.34**

 

March 4, 2003

 

William E. Meyer

 

Dear Bill:

 

BroadVision, Inc.(“BroadVision” or “the Company”) is pleased to confirm its offer to you of theposition of Executive Vice President and Chief Financial Officer within theExecutive Team at BroadVision, with an effective start date of April 1, 2003(the “Start Date”).  We are extremelypleased to have you join as a new BroadVision executive and look forward to thechallenges and successes in our path. We believe that your leadership, past successes and style demonstratedthroughout the recruitment process will allow us to achieve new andfar-reaching dimensions to our business and Worldwide Organization.  As Executive Vice President and ChiefFinancial Officer reporting directly to the Chief Executive Officer of theCompany, you will lead the Worldwide Finance, Legal, Operations, andInformation Systems organizations.

 

The following outlines theterms of our employment offer to you (the “Agreement”).

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**Compensation andBenefits**

 

Your base salary will be$18,666.66 per month ($224,000.00 per year), paid on a semi-monthly basis andsubject to standard payroll deductions and withholdings.  You will also be eligible for incentivebonuses up to a total of $90,000.00 per year (or 40% of base salary) (to beprorated for 2003 based on the Start Date), payable on a quarterly basis on thefirst payday following the close of each quarter, and subject to standardpayroll deductions and withholdings. Whether you shall receive any such incentive bonuses, and the amount ofany such incentive bonuses, shall be determined by the Board of Directors inits sole discretion based upon its assessment of your performance and theCompany’s performance.  If you are notemployed at the time any bonus is reported to you in writing, you will not haveearned the bonus and no partial or pro-rata bonus will be paid.

 

Although incentive bonuses arenot ordinarily guaranteed, as a sign-on incentive, during the first four (4)quarters of your employment, the Company will guarantee you incentive bonuspayments of $5,000 per quarter, to be paid on the first pay day following theclose of each quarter.  You must beemployed on the last day of the quarter to earn the bonus for that quarter.  Therefore, if your employment terminates forany reason before the end of a quarter, you will not earn a partial or prorata bonus for that quarter.  These bonus amounts will be considered partof, not an addition to, your 2003 incentive bonus.

 

You will be eligible for salaryand stock adjustments at the next Company annual compensation review, althoughno increases are assured.

 

You will be eligible for allstandard BroadVision employee benefits (subject to the terms and conditions ofthose plans) which include: medical, dental, vision, and prescription package,short-term and long-term disability insurance, group life insurance,participation in our 401(k) Savings Plan, participation in the Employee StockPurchase Plan (ESPP), and two weeks accrued vacation per year (your annualvacation accrual amount will change depending on your length of service),pursuant to the terms of these plans. You are also entitled to take up to two (2) weeks of unpaid time offduring the second quarter of 2003, to be taken at a mutually agreed upon time.

 

While BroadVision pays for themajority of your medical insurance, should you choose to participate in theplan, your current financial contribution will be approximately 10% of yourmonthly insurance premium, depending on your benefit selection.  Benefits start the first of the calendarmonth after the Start Date.

 

You should note thatBroadVision reserves the right to modify your compensation and benefits fromtime to time, as it deems necessary.

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**Stock Option**

 

In addition to the above, theCompany will recommend to the Board of Directors that you receive an option topurchase 240,000 shares of BroadVision common stock at a fair market value tobe determined at the next meeting of the option committee (the “Option”).  The Option will be an incentive stock optionto the extent permitted by law, with any remaining portion to be a nonstatutorystock option.  The Option will besubject to the following four year vesting schedule:  twenty-five percent (25%) of the shares subject to the Optionwill vest on the first anniversary of the Start Date and the balance of theshares subject to the Option will vest over the remaining three years on anequal monthly basis (2.083% of the original grant amount per month), subject tothe condition that your “Continuous Service” (as defined in the applicablestock option plan) with the Company is not terminated or interrupted prior toeach vesting date.  The Option will begoverned in all respects by the terms and conditions of the applicableBroadVision stock option plan and stock option agreement between you and theCompany.

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**Change of Control**

 

The Compensation Committee andBoard of Directors will cover you under the new Change of Control SeveranceBenefit Plan (“Change of Control Plan”) that is currently under review andpending approval.  A draft of the Change

 

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of Control Plan has beenprovided for your review and is attached hereto as Exhibit A.  The terms of this draft Change of ControlPlan will apply to you, except that your Accelerated Vesting Percentage in theevent of a Change in Control (as defined therein) will be fifty percent(50%).  If the terms included in thefinal approved Change in Control Plan are more favorable than those in thedraft plan, you will receive the more favorable terms.

 

**InvoluntaryTermination Without Cause**

 

In the event your employmentwith BroadVision is terminated due to an Involuntary Termination Without Cause(as defined below), you will be eligible for a cash severance benefit (the“Severance Payment”) as follows:

 

If you have completed less than3 full months of employment, then the Severance Payment will equal three (3)months of your base salary.

 

If you have completed more than3 months of employment, then the Severance Payment will equal three (3) monthsof your base salary plus an additional one-half (0.5) month of your base salaryfor each additional full month of employment over three (3) months ofemployment; provided, however, that the Severance Payment shall not exceed anamount equal to nine (9) months of your base salary regardless of your lengthof service with the Company.

 

Your right to receive theSeverance Payment is expressly conditioned upon your execution of a completerelease of claims in favor of the Company, in a form acceptable to theCompany.  Provided you sign such arelease and allow it to become effective, you will receive the SeverancePayment in a lump sum within ten (10) days after you sign the release andreturn it to the Company.  The SeverancePayment will be subject to standard payroll deductions and withholdings.  If you are terminated with Cause, you willnot receive any severance benefits. Similarly, if you resign your employment, you will not be entitled toany severance benefits, except those benefits you may be entitled to under theCompany’s Change of Control Plan.    Additionally, you will not be entitled to the Severance Paymentif you are receiving severance benefits in connection with your terminationunder the Change of Control Plan.

 

For purposes of this Agreement,***Involuntary Termination WithoutCause*** shall mean your dismissal or discharge by the Company forreasons other than Cause.  For thispurpose, “Cause” means the occurrence of any one or more of the following:  (i) your conviction of, or plea of nocontest with respect to, any crime involving fraud, dishonesty or moralturpitude; (ii) your attempted commission of or participation in a fraud or actof dishonesty against BroadVision that results in (or might have reasonablyresulted in) material harm to the business of BroadVision; (iii) yourintentional, material violation of any contract or agreement between you andthe Company or any statutory duty you owe to BroadVision; (iv) your conductthat constitutes gross misconduct, insubordination, incompetence or habitualneglect of duties and that results in (or might have reasonably resulted in)material harm to the business of BroadVision; and (v) persistent unsatisfactoryperformance of your job duties; *provided, however,* that the action orconduct described in clauses (iii), (iv) and (v) above will constitute “Cause”only if such action or conduct has not been cured by you followingBroadVision’s written notice thereof and thirty (30) days to cure the same(unless such action or conduct cannot be cured).  It is agreed that both you and the Company will discuss, shareand monitor any performance issues during this thirty-day window, ifapplicable.

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**Other Provisions**

 

As a BroadVision employee, youwill be required to sign an acknowledgment that you have read and understandthe Company rules as described in the Company handbook and intend to abide bythese rules and regulations.  You willbe expected 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 be expected not to use or disclose any confidential information,including trade secrets, of any former employer or other person to whom youhave an obligation of confidentiality. Rather, you will be expected to use only that information which isgenerally known and used by persons with training and experience comparable toyour own, which is common knowledge in the industry or otherwise legally in thepublic domain, or which is otherwise provided or developed by BroadVision.  During our discussions about your proposedjob duties, you assured us that you would be able to perform those dutieswithin the guidelines just described.

 

You agree that you will notbring onto BroadVision premises any unpublished documents or property belongingto any former employer or other person to whom you have an obligation ofconfidentiality.

 

You shall receiveindemnification as a Corporate Officer of BroadVision to the maximum extentextended to the other officers of BroadVision. You will be required to enter into an indemnification agreement(“Indemnification Agreement”) with BroadVision, a standard form of which hasbeen provided to you.  Under the termsof this Indemnification Agreement, BroadVision agrees to advance any expensesfor which indemnification is available to the extent allowed by applicable law.  You agree to negotiate in good faith anexecution of this Indemnification Agreement within five (5) days of yourexecution of this letter agreement.

 

You may terminate youremployment with BroadVision at any time, with or without cause, simply bynotifying BroadVision.  Likewise,BroadVision may terminate your employment at any time, with or without cause or

 

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advance notice.  BroadVision requests that in the event ofyour resignation, you provide notice of your resignation at least two (2) weeksin advance.

 

This Agreement, together withyour stock option agreement(s), your Proprietary Information and InventionsAgreement, and your Indemnification Agreement, form the complete and exclusivestatement 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 a duly authorized officer ofBroadVision.

 

Bill, thank you for yourcontinued interest in BroadVision.  Ilook forward to your favorable reply and to a productive and exciting workingrelationship.

 

If you wish to acceptemployment at BroadVision under the terms set out above and the                      Exhibit, please sign anddate this letter, and return it to our Human Resources department by March 5,2003.

Sincerely,

 
| Pehong Chen                              |   |   |   |
|------------------------------------------|--------|--------|--------|
| President  & Chief Executive Officer |   |   |   |
| ***Approved and Accepted by:***          |   |   |   |
| /s/ William  E. Meyer                    |   |   |   |   |   |
| Signature                                |   | Date   |   |   |   |
|                                     |   |   |   |   |
| Social  Security Number                  |   |   |   |

 

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