Vice President of World Wide Sales Employment Agreement

November 25, 2002


Frank S. Kaplan 4100 Shadow Oak Lane Austin, TX 78746 512-306-9132


RE: EMPLOYMENT TERMS


Dear Mr. Kaplan:


First Virtual Communications, Inc. (the "Company") is pleased to offer you the position of Vice President of World Wide Sales, pursuant to the terms of this letter agreement ("Agreement"), subject to the satisfactory review of your references. Please respond to me by 5:00 p.m., West Coast time, on November 29, 2002, at which time this offer will expire.


1. DUTIES


You will be expected to perform various duties consistent with your position. You will report to the Company's President and Chief Executive Officer, Jonathan Morgan, unless otherwise assigned by the Company. Additionally you will be expected to achieve certain performance targets and Company goals related to your specific job function, ("ANNUAL PERFORMANCE TARGETS"). Such Performance Targets shall be set and measured at the sole discretion of the Company's President and Chief Executive Officer.


2. COMPENSATION


Your annual base salary will be $180,000 per year through December 31, 2003, less payroll deductions and all required withholdings. Upon achieving 100% of your 2003 sales quota, your target commissions will total $120,000 for an annual total target compensation package of $300,000 for the calendar year 2003. Beginning January 1, 2004, your annual base salary will be reduced to $150,000. Your target commissions upon achieving 100% of your sales quota will be $150,000 for a total cash compensation target of $300,000 for calendar year 2004.


You will be paid bi-weekly and you will be eligible for the following standard Company benefits: medical insurance, paid time off, and holidays. Details about these benefit plans are available for your review in the attached Total Rewards benefit guide. The Company may modify its benefits and compensation packages from time to time, in its sole discretion, as it deems necessary.


3. STOCK OPTIONS


Upon commencement of employment and subject to approval of the Company's Board of Directors, you will be granted a Stock Option under the Company's Employee Stock Option Plan


to purchase 400,000 shares of the Company's Common Stock (the "STOCK OPTION"). The Stock Option will be governed by and granted pursuant to a separate Stock Option Agreement. The exercise price per share of the Stock Option will be equal to the fair market value of the Common Stock established on the date of grant, subject to approval by the Board of Directors. The Stock Option will be subject to vesting so long as you continue to be employed with the Company, according to the following schedule: twelve and a half percent (12 1/2%) of the shares subject to the Stock Option will vest on the last day of the sixth full calendar month of your employment after the date of grant and the remaining shares subject to the Stock Option will vest in equal installments at the end of each monthly period thereafter.


If you have questions regarding the tax implications of the Stock Option or any part of your compensation package, please consult with your own tax advisor.


4. TERMINATION


Employment at First Virtual Communications is "at will". The Company may terminate your employment at any time and for any or no reason, with or without Cause or advance notice, by giving you written notice of such termination. Similarly, you may terminate your employment with the Company at any time at your election, in your sole discretion, for any or no reason upon written notice to the Company. The term of your employment relationship may not be modified except by a written agreement signed by the Chief Executive Officer or President of the Company.


In the event that the Company terminates your employment without Cause and subject to your successful achievement of your Annual Performance Targets, as determined by the CEO in the CEO's sole discretion, then upon your furnishing to the Company an executed release and waiver of claims, you shall be entitled to receive severance payments in the form of continuation of your base salary and 100% of your target commission, in effect at the time of your termination, subject to the standard payroll deductions and withholdings, for a period of three (3) months after the date of termination. During the severance period, assuming that you are eligible for COBRA, you shall be entitled to receive medical benefits for yourself and eligible dependents paid for by the Company until the earlier of (a) three (3) months after the date of termination, or (b) the date that you become eligible to receive medical benefits from another company or business entity.


"CAUSE" means Executive's: (i) gross negligence or willful misconduct in connection with the performance of Executive's duties to the Company that in the written determination of a majority of the Board has not been cured within thirty (30) days following receipt by Executive of written notice from the Board identifying such acts of gross negligence or willful misconduct; (ii) commission of a felony (other than a traffic-related offense) that in the written determination of a majority of the Board has caused material injury to the Company's business; (iii) dishonesty with respect to a significant matter relating to the Company's business and intended to result in personal enrichment of Executive or his or her family at the expense of the Company; or (iv) material breach of any agreement by and between Executive and the Company, which material breach has not been cured within thirty (30) days following receipt by Executive of written notice from the Board identifying such material breach.


2.


If your employment is terminated for Cause, or you voluntarily terminate your employment from the Company, all compensation and benefits will cease immediately and you will receive no additional payment from the Company other than your accrued base salary and accrued and unused vacation benefits earned through your date of termination.


5. COMPANY POLICY


As a Company employee, you will be expected to abide by the Company's policies, procedures, rules and regulations which will govern the terms and conditions of your employment. The Company's Employee Handbook may be modified from time to time at the sole discretion of the Company.


Normal working hours are from 8:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.


6. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


As a condition of employment, you will be required to sign and comply with the Proprietary Information and Inventions Agreement, attached hereto as Exhibit A, which prohibits unauthorized use or disclosure of the Company's proprietary information, among other things.


In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.


7. ENTIRE AGREEMENT


This Agreement, together with your Proprietary Information and Inventions Agreement and the stock documents referred to herein, forms the complete and exclusive statement of the terms of your employment with the Company. The employment terms in this Agreement supersede any other agreements or promises made to you by anyone, whether oral or written. The terms of this Agreement cannot be modified, except in a writing signed by the Company's Chief Executive Officer or President.


8. GOVERNING LAW


3.


This Agreement will be governed by and construed according to the laws of the State of California. You hereby expressly consent to the personal jurisdiction of the state and federal courts located in Santa Clara, California for any lawsuit filed there against you by the Company arising from or related to this Agreement.


9. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon your heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.


As required by law, this offer is subject to satisfactory proof of your right to work in the United States. Please sign and date this Agreement, and return it to the Company's Human Resources Department by November 29, 2002, if you wish to accept employment with the Company under the terms described ...