Chief Operating Officer Employment Agreement

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 position of Executive Vice President and Chief Operating Officer within the Executive Team at BroadVision, effective May 14, 2002. We are extremely pleased to have you join as a new BroadVision executive and look forward to the challenges and successes in our path. Your leadership, past successes and style demonstrated throughout the recruitment process will allow us to achieve new and far-reaching dimensions to our business and Worldwide Organization. As Executive Vice President and Chief Operating Officer reporting directly Chief Executive Officer of the Company, you will lead the Worldwide Sales, Business Development, Marketing and Professional Services organizations.


The following outlines the terms of our employment 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 and subject to standard deductions and withholding. [If the Company achieves its revenues targets as stated in its business 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 revenue targets 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 the next annual review, although no increases are assured. Your salary will not be reduced unless by mutual agreement.


You will be eligible for the standard 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 Stock Purchase Plan (ESPP), and two weeks accrued vacation per year (vacation accrued according to length of service).


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


R elocation


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


S tock O ption


In addition to the above, you will be recommended to a grant of an option to purchase 3,375,000 shares of BroadVision common stock at a fair market value to be determined at the next meeting of the option committee. The Option will be an incentive stock option to the extent permitted by law, the remaining portion of the Option will be a nonstatutory stock option. The options vest over four years based on your continued service with BroadVision: 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 amount per month). The Option will be subject to the terms and conditions of the BroadVision stock option plan and the form of stock option agreement pursuant to which the Option is granted.


I nvoluntary T ermination W ithout C ause


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


C hange of C ontrol


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


For purposes of this Agreement, Involuntary Termination Without Cause shall mean your dismissal or discharge for reasons other than Cause. For this purpose, "Cause" means the


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


For purposes of this Agreement, Voluntary Termination for Good Reason shall mean your resignation resulting because one or more of the following are undertaken by the Company without your express written consent: (i) the assignment to you of any duties or responsibilities that results in a material diminution in your function, a material change in your title or a change in your reporting relationships, as in effect immediately prior to the effective date of the Change of Control; (ii) material reduction by the Company in your annual base salary, as in effect on the effective date of the Change of Control or as increased thereafter; (iii) any failure by the Company to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which you were participating immediately prior to the effective date of the Change of Control (hereinafter referred to as "Benefit Plans"), or the taking of any action by the Company that would adversely affect your participation in or reduce your benefits under the Benefit Plans or deprive you of any fringe benefit that you enjoyed immediately prior to the effective date of the Change of Control; provided, however, that Good Reason shall not be deemed to have occurred if the Company provides for your participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of your business office to a location more than thirty (30) miles from the location at which you performed your duties as of the effective date of the Change of Control, except for required travel by you on the Company's business to an extent substantially consistent with your business travel obligations prior to the effective date of the Change of Control; or (v) a material breach by the Company of any provision of any material agreement between you and the Company concerning the terms and conditions 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 related transactions, of any one or more of the following events:


(1) any person (within the meaning of Section 13(d) or 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act") becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction;


(2) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction;


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


(4) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition.


Once a Change of Control has occurred for purposed of this Agreement, no future events will constitut ...