**Exhibit 10.32**

 

September 3, 2002

 

 

 

Philip L. Oreste

 

Dear Phil:

BroadVision, Inc. (“BroadVision” or “theCompany”) is pleased to confirm its offer to you of the position of ExecutiveVice President and Chief Financial Officer within the Executive Team atBroadVision, effective September 16, 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. AsExecutive Vice President and Chief Financial Officer reporting directly to theChief Executive Officer of the Company, you will lead the Worldwide Finance,Legal, Operations, and Information Systems organizations.

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

**Compensation and Benefits**

Your starting Base Salary will be $19,166.66per month ($230,000.00 per year), paid on a semi-monthly basis and subject tostandard deductions and withholding. [If the Company achieves its revenue and profitability targets as statedin its business plan, you will be eligible for an annual bonus of forty percent(40%) of your Base Salary, payable as soon as it can be determined that suchrevenue targets have been met and subject to standard deductions andwithholding.  This incentive bonus issubject to change based on future performance reviews and/or marketconditions].  You will also be eligiblefor salary and stock adjustments at the next company annual review, although noincreases are assured.

You will be eligible for the standardBroadVision employee benefits which include: medical, dental, vision, andprescription package, short-term and long-term disability insurance, group lifeinsurance, participation in our 401(k) Savings Plan, participation in theEmployee Stock Purchase Plan (ESPP), and two weeks accrued vacation per year(vacation accrued according to length of service).

While BroadVision pays for the majority ofyour medical insurance, should you choose to participate in the plan, yourfinancial contribution currently will be approximately 10% of your monthlyinsurance premium, depending on your benefit selection.  Benefits start the first of the calendarmonth after your date of hire.  Youshould also note that BroadVision might modify salaries and benefits from timeto time, as it deems necessary.

 

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**Relocation**

You will be eligible for a relocation packageas described in Exhibit A.

**Stock Option**

In addition to the above, you will berecommended to a grant of an option to purchase 200,000 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 the first year of employment and thebalance over the remaining three years on a monthly basis (2.083% of the originalgrant amount per month).  The Optionwill be subject to the terms and conditions of the BroadVision stock optionplan and the form of stock option agreement pursuant to which the Option isgranted.

**Change of Control**

The Compensation Committee and Board ofDirectors will cover you under the new Change of Control policy that iscurrently under review and pending approval.

**Other Provisions**

As a BroadVision employee, you will berequired to sign an acknowledgment 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 common knowledgein the industry or otherwise legally in the public domain, or which isotherwise 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 withBroadVision at any time and for any reason whatsoever simply by notifyingBroadVision.  Likewise, BroadVision mayterminate your employment at any time, with or without cause or advancenotice.  BroadVision requests that inthe event of your resignation, you provide notice of your resignation two (2)weeks in advance.

This Agreement including its Exhibit A,together with your stock option agreement(s), your Non-Disclosure Agreement,and your Indemnification Agreement, forms the complete and exclusive statementof your employment agreement with BroadVision. It supersedes any other agreements or promises made to you by anyone,whether oral or written, and it can only be modified in a written agreementsigned by an officer of BroadVision.

If you wish to accept employment atBroadVision under the terms set out above and the Exhibit, please sign and datethis letter, and return it to me by September 9, 2002.

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

Sincerely,
| /s/ Pehong Chen                          |
|------------------------------------------|
|                                     |
| Pehong Chen                              |
|                                     |
| President & Chief  Executive Officer |

 

***Approved andAccepted by:***

 
| /s/ Philip L. Oreste   |   |   |
|------------------------|--------|--------|
| Signature              |   | Date   |
|                   |   |   |
| Social Security Number |   |   |

 

**Exhibit A:              Summary& Overview of Relocation Package**

 

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**EXHIBIT A**

 

**SUMMARY & OVERVIEW OF RELOCATION PACKAGE**

 

The decision to relocate presents an excitingand challenging opportunity both for you and the Company. The Companyrecognizes that relocating may produce some unexpected expenses and challenges.To assist in meeting these challenges, we provide professional assistance toguide you and financial assistance to help with reasonable expenses associatedwith your move. As part of the hiring package, you are eligible for the amendedand necessary benefits provided under Tier 3 of the BroadVision relocationpackage, or what is listed below:

 

*Cash Resettlement Allowance-*$2,000.00 to cover all other move expenses (and those not specificallyreimbursed).  Paid in advance, with noreceipts required.  Typical relocationexpenses this allowance is intended to assist with include:

 

•      *Meals during Temporary lodging*

•      *Phone, cable installation and utilities hook-up*

•      *Club membership or dues payments*

•      *Cleaning services*

•      *Childcare services*

 

*Shipping Your HouseholdGoods* — pursuant to the terms set forth in the policy, the company will payfor the shipment of household goods from old location to new location.

 

*Home Sale* — Customaryseller costs including real estate agent selling expenses up to 6%.

 

*Temporary Lodging*- Maximum of365 days will be allowed with a monthly amount not to exceed $3,000.00 forhotel or apartment.  This allowance isbased on actual receipted expenses. These expenses are required to be submitted on a monthly basis.

 

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 terms set 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 executing this agreement, you are agreeing to repaythe Company the cost of relocation if your employment terminates voluntary orinvoluntary, with or without cause within twenty-four (24) months of theeffective move date, unless your position is eliminated or is affected as aresult of a CIC.  Any monetary amountsdue for salary, bonuses, unused or accrued vacation pay, or other outstandingreimbursements will be applied to the amount owed for relocation expenses. Ifwithholding compensation does not cover the total amount owed, a repaymentprogram will be designed for the remainder of the expenses due the Company. Therepayment schedule is as follows:

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

 

 

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# **BROADVISION INC.**

# **PHIL ORESTE**

**RelocationPackage Overview**

 

September 3, 2002

 

 
| **Policy Element**           |   | **Tier Three****(Director level or above)**                                                                                                                                                       |
|------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Cash Resettlement  Allowance |   | $2,000 to cover all other  moving expenses  (and those not  specifically reimbursed).  Paid in  advance, with no receipts required.                                                     |
| Household Goods shipment     |   | Through Company preferred  vendor, up to 15,000lbs.                                                                                                                                               |
| Temporary Lodging            |   | Up to a maximum allowance  of $3000.00 per month —covering the cost of hotel or apartment based on  actual receipted expenses.  This  allowance not to exceed 365 days from hire date.  |
| Home Sale                    |   | Buyer Value Option program  through third party provider (tax effective home sale program). 

This includes customary  seller’s costs including real estate agent selling expenses up to 6%. |
| Tax Protection Assistance    |   | Eligible Relocation  expenses to be 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                                                                                                                                                                  |

 

Employee has one year to relocate.  Relocation benefits expire one year fromemployee’s hire date.

 

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