Vice President, Sales Employment Agreement

Exhibit 10.40


June 28, 2002


Warren Utt

527 Acorn Park Drive

Acton, MA 01720

USA


Dear Warren:


BroadVision is pleased to offer you the position of Senior Vice President, Sales and Operations within the Sales. The following outlines the terms of our employment offer to you, based upon completion of a successful background check.


As a Senior Vice President, Sales and Operations, reporting directly to me, you will work from our facility in Waltham, MA.


Your starting salary will be $14,583.33 per month, paid on a semi-monthly basis, which would be an annualized rate of $200,000.00 per year. Your Variable Compensation Plan is $200,000 annual target, based upon MBO's and commissions once the company returns to profitability.


In addition to the above, you will be recommended to a grant of an option to purchase 500,000 shares of BroadVision common stock at a fair market value to be determined at the next meeting of the option committee. The options vest over four years: twenty-five percent (25%) of the shares will vest after the first year of employment and the balance over the remaining three years on a monthly basis (2.083% of the original grant ...