Employment Agreement - AvantGo Inc. and Richard Owen



December 4, 1999

Richard Owen

Dear Richard:

     On behalf of AvantGo, Inc. (the "Company"), I am pleased to offer you the
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position Chief Executive Officer of the Company. You will also be given a seat
on the Company's Board. Speaking for myself, as well as the other members of the
Company's Board of Directors, we all look forward to your future success in this
position.

     The terms of your new position with the Company are as set forth below:

     1.   Position.
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          (a)  You will become Chief Executive Officer of the Company. As Chief
Executive Officer. You will report to the Company's Board of Directors.

          (b)  You agree to the best of your ability and experience that you
will at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all of your business
time and attention to the business of the Company, the Company will be entitled
to all of the benefits and profits arising from or incident to all such work
services and advice, you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the Company's Board of Directors, and you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Nothing in this
letter agreement will prevent you from accepting speaking or presentation
engagements in exchange for honoraria or from serving on boards of charitable
organizations, or from owning no more than one percent (1%) of the outstanding
equity securities of a corporation whose stock is listed on a national stock
exchange.

     2.   Start Date. Subject to fulfillment of any conditions imposed by
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this letter agreement, you will commence this new position with the Company on
or before February 1, 2000.

     3.   Proof of Right to Work. For purposes of federal immigration law, you
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will be required to provide to the Company documentary evidence of your identity
and eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire. or our
employment relationship with you may be terminated.

     4.   Compensation. You will be paid a monthly salary of $20,833.33, which
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is equivalent to $250.000.00 on an annualized basis. Your salary will be payable
in two equal payments per month pursuant to the Company's regular payroll
policy.

 
          In addition to your base salary, you will be eligible to receive up to
an additional $100,000.00 annually in bonuses, half of which would be paid upon
your achieving objectives that are mutually agreed upon by you and the Board of
Directors. and half of which would be paid upon your exceeding those objectives,
Your target annual cash compensation is $300,000.00.

          You will also be eligible for retirement, medical and dental benefits
under the benefits plan provided by the Company for its employees.

          The Company will also reimburse you for relocation expenses up to a
maximum of $100,000.00. If you voluntarily terminate your employment with the
company, or if you are terminated for Cause, within 12 months of your start
date, you agree to reimburse the Company for the relocation expenses paid by the
Company on or before your final day of employment.

          "Cause" shall mean (i) gross negligence or willful misconduct in the
performance of your duties to the Company that has resulted in or is likely to
result in substantial and material damage to the Company or its subsidiaries,
(ii) repeated unexplained or unjustified absence from the Company, (iii) a
material and willful violation of any federal or state law, (iv) commission of
any act of fraud with respect to the Company, or (v) conviction of a felony or a
crime involving moral turpitude causing material harm to the standing and
reputation of the Company, in each case as determined in good faith by the Board
of Directors of the Company.

          5.  Common Stock Purchase Right. In connection with the commencement
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of your employment, the Company will recommend that the Board of Directors grant
you an option to purchase 1,800,000 shares of the Company's Common Stock
("Shares") under its 1997 Stock Option Plan, at a purchase price equal to the
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fair market value on the date of your acceptance of this offer as determined in
good faith by the Board of Directors of the Company. These Shares will be
subject to the Company's right of repurchase in the event of the termination of
your employment with the Company, This repurchase right will lapse as to 1/4th
on the first anniversary of the date of grant and shall lapse as to 1/48th of
the total number of Shares each month thereafter, The Company's repurchase right
will continue to lapse only so long as you continue to be employed by the
Company. The option will be an incentive stock option to the maximum extent
allowed by applicable law and will be subject to the terms of the Company's 1997
Stock Option Plan and the Stock Option Agreement between you and the Company.

          6.  Confidential Information and Invention Assignment Agreement. Your
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acceptance of this offer and commencement of employment with the Company is
contingent upon the execution, and delivery to an officer of the Company, of the
Company's Confidential Information and Invention Assignment Agreement, a copy of
which is enclosed for your review and execution (the "Confidentiality
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Agreement"), prior to or on your Start Date.
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          7.  Confidentiality of Terms. You agree to follow the Company's strict
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policy that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses, or stock purchase or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.

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          8.  At-Will Employment. Your employment with the Company will be on an
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"at will" basis, meaning that either you or the Company may terminate your
employment at any time for any reason or no reason, without further obligation
or liability.

We are all delighted to be able to extend you this offer until noon on December
6, 1999 and look forward to working with you. To indicate your acceptance of the
Company's offer, please sign and date this letter in the space provided below
and return it to me, along with a signed and dated copy of the Confidentiality
Agreement. This letter, together with the Confidentiality Agreement, set forth
the terms of your employment with the Company and supersede any prior
representations or agreements, whether written or oral. This letter may not be
modified or amended except by a written agreement, signed by the Company and by
you.

                                    Very truly yours,

                                    AVANTGO, INC.

                                    By: /s/ Felix Lin
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                                    Title: Chief Executive Officer

ACCEPTED AND AGREED:

RICHARD OWEN

/s/ Richard Owen
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Signature

Feb 16, 2000
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Date

Enclosure:  Confidential Information and Invention Assignment Agreement

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