**EXHIBIT 10.38**

 

**BROADVISION, INC.****EXECUTIVESEVERANCE BENEFIT PLAN**

 

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

 

The BroadVision, Inc. Executive Severance Benefit 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 theBroadVision, Inc. (the “Company”) whose employment with the Company isinvoluntarily terminated.  This Planshall supersede any severance benefit plan (except the Change of ControlSeverance Benefit Plan), policy or practice previously maintained by theCompany.  This Plan document also is theSummary Plan Description for the Plan.

 

**Section2.****                                          ELIGIBILITYFOR BENEFITS.**

 

**(a)****                                  GeneralRules.**  Subject to the requirementsset forth in this Section, the Company will grant severance benefits under thePlan to Eligible Employees.

 

**(i)****                                    Definitionof “Eligible Employee.”** Forpurposes of this Plan, an “Eligible Employee” is a regular hire employee of theCompany (i) who (a) reports directly to the CEO of the Company (“Group 1”) or(b) is a Senior Vice President or the Vice President and Corporate FinancialController of the Company and does not report directly to the CEO (“Group 2”),(ii) whose employment is terminated by the Company pursuant to an Involuntary TerminationWithout Cause or a reduction in force and (ii) who is notified by the Companyin writing that he or she is eligible for participation in the Plan.  The determination of whether an employee isan Eligible Employee shall be made by the Company, in its sole discretion, andsuch determination shall be binding and conclusive on all persons.

 

**(ii)****                                Definition of “Involuntary TerminationWithout Cause.” **For purposesof this Plan, an “Involuntary Termination Without Cause” means an EligibleEmployee’s involuntary termination of employment by the Company for a reasonother than Cause.  “Cause” means theoccurrence of any one or more of the following:

 

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

 

**(2)****                                **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;

 

**(3)****                                **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;

 

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**(4)****                                **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; or

 

**(5)****                                **theEligible Employee’s persistent unsatisfactory performance of his or her jobduties.

 

The conductdescribed under clause (3), (4) or (5) above will only constitute Cause if suchconduct is not cured within fifteen (15) days after the Eligible Employee’sreceipt of written notice from the Company or the Board specifying theparticulars of the conduct that may constitute Cause.

 

**(iii)****                           **Inorder to be eligible to receive benefits under the Plan, an Eligible Employeemust remain on the job until his or her date of termination as scheduled by theCompany.

 

**(iv)****                              **Inorder to be eligible to receive benefits under the Plan, an Eligible Employeealso must execute a general waiver and release in substantially the formattached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate, and suchrelease must become effective in accordance with its terms.  The Company, in its discretion, may modifythe form of the required release to comply with applicable law and shalldetermine the form of the required release, which may be incorporated into atermination agreement or other agreement with the Eligible Employee.

 

**(b)****                                  Exceptionsto Benefit Entitlement.**  Anemployee, including an employee who otherwise is an Eligible Employee, will notreceive benefits under the Plan (or will receive reduced benefits under thePlan) in the following circumstances, as determined by the Company in its solediscretion:

 

**(i)****                                   **Theemployee has executed an individually negotiated employment contract oragreement with the Company relating to severance benefits that is in effect onhis or her termination date, in which case such employee’s severance benefit,if any, shall be governed by the terms of such individually negotiatedemployment contract or agreement and shall be governed by this Plan only to theextent that the reduction pursuant to Section 3(c) below does not entirelyeliminate benefits under this Plan.

 

**(ii)****                               **Theemployee voluntarily terminates employment with the Company.  Voluntary terminations include, but are notlimited to, resignation, retirement or failure to return from a leave ofabsence on the scheduled date.

 

**(iii)****                           **Theemployee voluntarily terminates employment with the Company in order to acceptemployment with another entity that is wholly or partly owned (directly orindirectly) by the Company.

 

**(iv)****                              **Theemployee is offered an identical or substantially equivalent or comparableposition with the Company.  For purposesof the foregoing, a “substantially equivalent or comparable position” is onethat offers the employee substantially the same level of responsibility andcompensation.

 

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**(v)****                                  **Theemployee is offered immediate reemployment by a successor to the Company****or by a purchaser of its assets, as thecase may be, following a change in ownership of the Company****or a sale of substantially all of theassets of a division or business unit of the Company.  For purposes of the foregoing, “immediate reemployment” meansthat the employee’s employment with the successor to the Company****or the purchaser of its assets, as thecase may be, results in uninterrupted employment such that the employee doesnot incur a lapse in pay as a result of the change in ownership of the Company****or the sale of its assets.

 

**(vi)****                              **Theemployee is rehired by the Company prior to the date benefits under the Planare scheduled to commence.

 

**Section3.****                                          AMOUNTOF BENEFIT.**

 

**(a)****                                  SeveranceBenefits. **Severance benefits underthe Plan, if any, shall be provided to Eligible Employees described in Section2 in the amount provided in Appendix A, as such Appendix A may be revised bythe Company, in its sole discretion, from time to time.

 

**(b)****                                  AdditionalBenefits. **Notwithstanding theforegoing, the Company may, in its sole discretion, provide benefits inaddition to those pursuant to Section 3(a) to Eligible Employees or employeeswho are not Eligible Employees (“Non-Eligible Employees”) chosen by theCompany, in its sole discretion, and the provision of any such benefits to anEligible Employee or a Non-Eligible Employee shall in no way obligate theCompany to provide such benefits to any other Eligible Employee or to any otherNon-Eligible Employee, even if similarly situated.  If benefits under the Plan are provided to a Non-EligibleEmployee, references in the Plan to “Eligible Employee” (with the exception ofSection 3(a)) shall be deemed to refer to such Non-Eligible Employee.

 

**(c)****                                  CertainReductions. **The Company, in itssole discretion, shall have the authority to reduce an Eligible Employee’sseverance benefits, in whole or in part, by any other severance benefits, payin lieu of notice, or other similar benefits payable to the Eligible Employeeby the Company that become payable in connection with the Eligible Employee’stermination of employment pursuant to (i) any applicable legal requirement,including, without limitation, the Worker Adjustment and RetrainingNotification Act (the “WARN Act”), (ii) a written employment or severanceagreement with the Company, or (iii) any Company policy or practice providingfor the Eligible Employee to remain on the payroll for a limited period of timeafter being given notice of the termination of the Eligible Employee’semployment.  The benefits provided underthis Plan are intended to satisfy, in whole or in part, any and all statutoryobligations that may arise out of an Eligible Employee’s termination ofemployment, and the Plan Administrator shall so construe and implement theterms of the Plan.  The Company’sdecision to apply such reductions to the severance benefits of one EligibleEmployee and the amount of such reductions shall in no way obligate the Companyto apply the same reductions in the same amounts to the severance benefits ofany other Eligible Employee, even if similarly situated.  In the Company’s sole discretion, such reductionsmay be applied on a retroactive basis, with severance benefits previously paidbeing recharacterized as payments pursuant to the Company’s statutoryobligation.  In addition to theforegoing reductions, if an Eligible Employee becomes employed by an entityother than the Company during the period of time in respect of which severancebenefits pursuant to Sections 3(a) and 3(b) are paid, the Eligible Employeemust

 

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notify the Company in writing immediately.  Following receipt of such notification, the Company will reducesuch Eligible Employee’s unpaid severance benefits by fifty percent (50%).

 

**Section4.****                                          TIMEOF PAYMENT AND FORM OF BENEFIT.**

 

The Company reserves the right to determine whetherseverance benefits under the Plan, if any, shall be paid in a single sum, ininstallments, or in any other form and to choose the timing of suchpayments.  All such payments under thePlan will be subject to applicable withholding for federal, state and local taxes.  If an Eligible Employee is indebted to theCompany at his or her termination date, the Company reserves the right tooffset any severance payments under the Plan by the amount of suchindebtedness.  In no event shall paymentof any Plan benefit be made prior to the Eligible Employee’s termination dateor prior to the effective date of the release described in Section 2(a)(3).

 

**Section5.****                                          REEMPLOYMENT.**

 

In the event of an Eligible Employee’s reemployment bythe Company as an employee or return to service with the Company as anindependent contractor during the period of time in respect of which severancebenefits pursuant to Sections 3(a) and 3(b) have been paid, the Company, in itssole and absolute discretion, may require such Eligible Employee to repay tothe Company all or a portion of such severance benefits as a condition ofreemployment or resumption of service.

 

**Section6.****                                          RIGHTTO INTERPRET PLAN; AMENDMENT AND TERMINATION.**

 

**(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 this Plan (including Appendix A) orthe benefits provided hereunder at any time; *provided, however,*that nosuch amendment or termination shall affect the right to any unpaid benefit ofany Eligible Employee whose termination date has occurred prior to amendment ortermination of the Plan.  Any actionamending or terminating the Plan shall be in writing and executed by the ChiefExecutive Officer or Senior Vice President of Human Resources of the Company.

 

**Section7.****                                          NOIMPLIED EMPLOYMENT CONTRACT.**

 

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

 

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**Section8.****                                          LEGALCONSTRUCTION.**

 

This 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,INQUIRIES AND APPEALS.**

 

**(a)****                                  Applicationsfor Benefits and Inquiries.**  Anyapplication for benefits, inquiries about the Plan or inquiries about presentor future rights under the Plan must be 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 denialwill be given to the applicant within ninety (90) days after the Plan Administratorreceives the application, unless special circumstances require an extension oftime, in which case, the Plan Administrator has up to an additional ninety (90)days for processing the application.  Ifan extension of time for processing is required, written notice of theextension will be furnished to the applicant before the end of the initialninety (90) day period.

 

This notice of extensionwill describe the special circumstances necessitating the additional time andthe date by which the Plan Administrator is to render its decision on theapplication.

 

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**(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

 

A request for review mustset forth all of the grounds on which it is based, all facts in support of therequest and any other matters that the applicant feels are pertinent.  The applicant (or his or her representative)shall have the opportunity to submit (or the Plan Administrator may require theapplicant to submit) written comments, documents, records, and otherinformation relating to his or her claim. The applicant (or his or her representative) shall be provided, uponrequest and free of charge, reasonable access to, and copies of, all documents,records and other information relevant to his or her claim.  The review shall take into account allcomments, documents, records and other information submitted by the applicant(or his or her representative) relating to the claim, without regard to whethersuch information was submitted or considered in the initial benefitdetermination.

 

**(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

 

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applicant who wishes to submit additional information in connectionwith an appeal from the denial of benefits to do so at the applicant’s ownexpense.

 

**(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,if the Plan Administrator does not respond to a Participant’s claim or appealwithin the relevant time limits specified in this Section 9, the Participantmay bring legal action for benefits under the Plan pursuant to Section 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 assigned to the Planby the Plan Sponsor pursuant to the instructions of the Internal RevenueService is 511.

 

**(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 is:

 

BroadVision, Inc.585 BroadwayRedwood City, CA  94063

 

**(d)****                      PlanSponsor and Administrator.**  The“Plan Sponsor” and the “Plan Administrator” of the Plan is:

 

BroadVision, Inc.585 BroadwayRedwood City, CA  94063

 

The Plan Sponsor’s and Plan Administrator’s telephonenumber is (650) 261-5000.  The PlanAdministrator is the named fiduciary charged with the responsibility foradministering the Plan.

 

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**Section12.****                                               STATEMENTOF ERISA RIGHTS.**

 

Participants in this Plan (which is a welfare benefitplan sponsored by **BroadVision, Inc.**)are entitled to certain rights and protections under ERISA.  If you are an Eligible Employee, you areconsidered a participant in the Plan and, under ERISA, 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 (note:  the Plan currently is not subject to therequirement of filing such an annual report) with the U.S. Department of Laborand available at the Public Disclosure Room of the Employee Benefit SecurityAdministration;

 

**(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) (note:  the Plan currently isnot subject to the requirement of filing such an annual report) and an updated(as necessary) Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

 

**(c)****                                 **Receivea summary of the Plan’s annual financial report (note:  the Plan currently is not subject to therequirement of providing a summary annual 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(note:  the Plan currently is notsubject to the requirement of filing such an annual report) and do not receivethem 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 ofreasons beyond the control of the Administrator.

 

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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 responsibilities under ERISAby calling the publications hotline of the Employee Benefit SecurityAdministration.

 

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

 

To record the adoption of the Plan as set forthherein, effective as of May 22, 2003, BroadVision, Inc.****has caused its duly authorized officer toexecute the same as of May 22, 2003.

 

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

 

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For Employees Age 40 orOlderIndividual Termination

 

**EXHIBITA**

 

**RELEASEAGREEMENT**

 

**Iunderstand and agree completely to the terms set forth in the BroadVision, Inc.Executive Severance Benefit Plan (the “Plan”).**

 

I understand that this Release Agreement, togetherwith the Plan, constitutes the complete, final and exclusive embodiment of theentire agreement between the Company and me with regard to the subject matterhereof.  I am not relying on any promiseor representation by the Company that is not expressly stated therein.  Certain capitalized terms used in thisRelease Agreement are defined in the Plan.

 

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

 

Except as otherwise set forth in this ReleaseAgreement, I hereby generally and completely release the Company and itsparents, subsidiaries, successors, predecessors and affiliates, and its andtheir partners, members, directors, officers, employees, stockholders,shareholders, agents, attorneys, predecessors, insurers, affiliates andassigns, from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct,or omissions occurring at any time prior to and including the date I sign thisRelease Agreement.  This general releaseincludes, but is not limited to: (a) all claims arising out of or in any wayrelated to my employment with the Company or the termination of thatemployment; (b) all claims related to my compensation or benefits, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests inthe Company; (c) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (d) all tortclaims, including claims for fraud, defamation, emotional distress, anddischarge in violation of public policy; and (e) all federal, state, and localstatutory claims, including claims for discrimination, harassment, retaliation,attorneys’ fees, or other claims arising under the federal Civil Rights Act of1964 (as amended), the federal Americans with Disabilities Act of 1990 (asamended), the federal Age Discrimination in Employment Act (as amended)(“ADEA”), the federal Employee Retirement Income Security Act of 1974 (asamended), and the California Fair Employment and Housing Act (as amended).  *P**rovided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under the ADEA, and that theconsideration given under the Plan for the waiver and release in the precedingparagraph hereof 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 after the date I sign this ReleaseAgreement; (b) I should consult with an attorney prior to signing this ReleaseAgreement (although I may choose voluntarily not do so); (c) I have twenty-one(21) days to consider this Release Agreement (although I may choose voluntarilyto sign this

 

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Release Agreement earlier); (d) I have seven (7) days following thedate I sign this Release Agreement to revoke it by providing written notice toan officer of the Company; and (e) this Release Agreement shall not beeffective until the date upon which the revocation period has expired, whichshall be the eighth day after I sign this Release 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 hereunder.

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

 

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For Employees Age 40 orOlderGroup Termination

 

**EXHIBITB**

 

**RELEASEAGREEMENT**

 

**Iunderstand and agree completely to the terms set forth in the BroadVision, Inc.Executive Severance Benefit Plan (the “Plan”).**

 

I understand that this Release Agreement, together withthe Plan, constitutes the complete, final and exclusive embodiment of theentire agreement between the Company and me with regard to the subject matterhereof.  I am not relying on any promiseor representation by the Company that is not expressly stated therein.  Certain capitalized terms used in thisRelease Agreement are defined in the Plan.

 

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

 

Except as otherwise set forth in this ReleaseAgreement, I hereby generally and completely release the Company and itsparents, subsidiaries, successors, predecessors and affiliates, and its andtheir partners, members, directors, officers, employees, stockholders,shareholders, agents, attorneys, predecessors, insurers, affiliates andassigns, from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct,or omissions occurring at any time prior to and including the date I sign thisRelease Agreement.  This general releaseincludes, but is not limited to: (a) all claims arising out of or in any wayrelated to my employment with the Company or the termination of thatemployment; (b) all claims related to my compensation or benefits, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests inthe Company; (c) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (d) all tortclaims, including claims for fraud, defamation, emotional distress, anddischarge in violation of public policy; and (e) all federal, state, and localstatutory claims, including claims for discrimination, harassment, retaliation,attorneys’ fees, or other claims arising under the federal Civil Rights Act of1964 (as amended), the federal Americans with Disabilities Act of 1990 (asamended), the federal Age Discrimination in Employment Act (as amended)(“ADEA”), the federal Employee Retirement Income Security Act of 1974 (asamended), and the California Fair Employment and Housing Act (as amended).  *P**rovided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under the ADEA, and that theconsideration given under the Plan for the waiver and release in the precedingparagraph hereof 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 after the date I sign this ReleaseAgreement; (b) I should consult with an attorney prior to signing this ReleaseAgreement (although I may choose voluntarily not to do so); (c) I haveforty-five (45) days to consider this Release Agreement (although I may choosevoluntarily to sign this

 

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Release Agreement earlier); (d) I have seven (7) days following thedate I sign this Release Agreement to revoke it by providing written notice toan office of the Company; (e) this Release Agreement shall not be effectiveuntil the date upon which the revocation period has expired, which shall be theeighth day after I sign this Release Agreement; and (f) I have  received with this Release Agreement adetailed list of the job titles and ages of all employees who were terminatedin this group termination and the ages of all employees of the Company in thesame job classification or organizational unit who were not terminated.

 

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 hereunder.

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

 

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For Employees Age 40 orOlderGroup Termination

 

**EXHIBITC**

 

**RELEASEAGREEMENT**

 

**Iunderstand and agree completely to the terms set forth in the BroadVision, Inc.Executive Severance Benefit Plan (the “Plan”).**

 

I understand that this Release Agreement, togetherwith the Plan, constitutes the complete, final and exclusive embodiment of theentire agreement between the Company and me with regard to the subject matterhereof.  I am not relying on any promiseor representation by the Company that is not expressly stated therein.  Certain capitalized terms used in thisRelease Agreement are defined in the Plan.

 

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

 

Except as otherwise set forth in this ReleaseAgreement, I hereby generally and completely release the Company and itsparents, subsidiaries, successors, predecessors and affiliates, and its andtheir partners, members, directors, officers, employees, stockholders,shareholders, agents, attorneys, predecessors, insurers, affiliates andassigns, from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct,or omissions occurring at any time prior to and including the date I sign thisRelease Agreement.  This general releaseincludes, but is not limited to: (a) all claims arising out of or in any wayrelated to my employment with the Company or the termination of thatemployment; (b) all claims related to my compensation or benefits, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests inthe Company; (c) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (d) all tortclaims, including claims for fraud, defamation, emotional distress, and dischargein violation of public policy; and (e) all federal, state, and local statutoryclaims, including claims for discrimination, harassment, retaliation,attorneys’ fees, or other claims arising under the federal Civil Rights Act of1964 (as amended), the federal Americans with Disabilities Act of 1990 (asamended), the federal Age Discrimination in Employment Act (as amended), thefederal Employee Retirement Income Security Act of 1974 (as amended), and theCalifornia Fair Employment and Housing Act (as amended).  *P**rovided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

I acknowledge that I have read and understand Section 1542 of theCalifornia 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 hereunder.

 

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I acknowledge that to become effective, I must signand return this Release Agreement to the Company so that it is received notlater than fifteen (15) days following the date of my employment termination.

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

 

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**APPENDIXA**

 

**BROADVISION,INC.****EXECUTIVESEVERANCE BENEFIT PLAN**

 

Severance benefits provided to Eligible Employeesunder the BroadVision, Inc. Executive Severance Benefit Plan (the “Plan”) areas follows:

 

**1.****                                      CashSeverance Benefits. **Pursuant to Section 3(a) of the Plan, eachEligible Employee shall receive a cash severance benefit in accordance with theCompany’s then current payroll practices as follows:

 

**Group1**

** **

| **Completed Months of  Continuous Employment** |   | **Months of  Base Salary**                                                                                                            |
|------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                                                  |
| 0-3 months                                     |   | 3 months                                                                                                                              |
| 4-12 months                                    |   | 6 months                                                                                                                              |
| 13 or more  months                             |   | 6 months plus  1/4 months per each completed  month  of  continuous employment after 12  months up to a maximum of 9 months |

 

**Group2**

** **

| **Completed Months of  Continuous Employment** |   | **Months of  Base Salary**                                                                                               |
|------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                                     |
| 0-3 months                                     |   | 2 months                                                                                                                 |
| 4-12 months                                    |   | 4 months                                                                                                                 |
| 13 or more  months                             |   | 4 months plus  1/6 months per each completed month of continuous employment after 12 months  up to a maximum of 6 months |

 

 

Partial months of employment shall not be taken intoaccount in calculating the amount of any such severance benefit nor shallservice provided as an independent contractor or as an employee of an entity orother business unit prior to such entity’s or other business unit’s acquisitionby the Company or an affiliate of the Company be taken into account incalculating the amount of any severance benefit.  A break in continuous employment of whatever duration shall causethe loss of all completed months of continuous employment prior to such break.

 

For purposes of calculating Plan benefits, “BaseSalary” shall mean the Eligible Employee’s base pay (excluding incentive pay,premium pay, commissions, overtime, bonuses and other forms of variablecompensation), at the rate in effect during the last

 

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regularly scheduled payroll period immediatelypreceding the Eligible Employee’s termination date.  No Eligible Employee shall be entitled to receive more than 9months of Base Salary under the Plan.

 

**2.****                                      AdditionalSeverance Benefits.**  With respect toan Eligible Employee who is enrolled in a health, dental, or vision plansponsored by the Company and who elects to continue coverage under such health,dental, or vision plan (or to convert to an individual policy), at the time ofthe Eligible Employee’s termination of employment, the Company shall pay theportion of premiums for the Eligible Employee’s health, dental and/or visionplan coverage, including coverage for the Eligible Employee’s eligibledependents, that the Company paid prior to the Eligible Employee’s terminationof employment for the same number of months as such Eligible Employee isentitled to receive cash severance benefits as set forth in Section 1, above.

 

**3.****                                      COBRAContinuation Coverage. **EachEligible 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’stermination of employment, under COBRA. The Company will notify the Eligible Employee of any such right tocontinue 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 EligibleEmployee’s payment 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 pursuant to Section 2, above) will be applied in the same manner thatsuch rules would apply in the absence of this Plan.  Following the expiration of the period that the Company isobligated to pay an Eligible Employee’s insurance premiums pursuant to Section2 following the Eligible Employee’s termination of employment, the EligibleEmployee will be responsible for the entire payment of premiums required underCOBRA for the duration of the COBRA period. For purposes of this Section 3, any applicable premiums that may be paidby the Company shall not include any amounts payable by an Eligible Employeeunder an Internal Revenue Code Section 125 health care reimbursement plan,which amounts, if any, are the sole responsibility of the Eligible Employee.

 

**4.****                                      OtherEmployee Benefits. **All otherbenefits (such as life insurance, disability coverage, and pension plancoverage) terminate as of the Eligible Employee’s termination date (except tothe extent that a conversion privilege may be available thereunder).

 

**5.****                                      ReductionsPursuant to Section 3(c) of the Plan. **The severance benefits set forth inthis Appendix A are subject to certain reductions under Section 3(c) of thePlan.

 

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The foregoing severance benefits are subject to suchchange as the Company, pursuant to Section 3(a) of the Plan, may determine inits sole and absolute discretion.  Anysuch change in severance benefits shall be set forth in a revised version ofthis Appendix A.

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

 

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