{"id":40530,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-benefit-plan-broadvision-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-benefit-plan-broadvision-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-benefit-plan-broadvision-inc.html","title":{"rendered":"Severance Benefit Plan – BroadVision, Inc."},"content":{"rendered":"

BROADVISION, INC.<\/strong><\/p>\n

\n

SEVERANCE BENEFIT PLAN <\/strong><\/p>\n

\n

Section 1.<\/strong> Introduction.<\/strong><\/p>\n<\/p>\n

The BroadVision, Inc. Severance Benefit Plan (the “Plan”) was established
\neffective March 26, 2007. The purpose of the Plan is to provide for the payment
\nof severance benefits to certain eligible employees of BroadVision, Inc. (the
\n“Company”) whose employment with the Company is involuntarily terminated. This
\nPlan shall supersede any severance benefit plan, policy or practice previously
\nmaintained by the Company, except for any local plan that is specifically
\ndesignated for a certain subsidiary or country. This Plan document also is the
\nSummary Plan Description for the Plan.<\/p>\n<\/p>\n

Section 2.<\/strong> Eligibility For Benefits.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> General Rules.<\/strong> Subject to the
\nrequirements set forth in this Section, the Company will grant severance
\nbenefits under the Plan to Eligible Employees.<\/p>\n<\/p>\n

(i) Definition of “Eligible Employee.” <\/strong>For purposes of this
\nPlan, an “Eligible Employee” is a regular, full-time hire employee of the
\nCompany meeting all of the following requirements:<\/p>\n<\/p>\n

(1) <\/strong>the employee has been continuously employed by the
\nCompany for a period of one (1) year or more;<\/p>\n<\/p>\n

(2) <\/strong>the employee’s employment is terminated by the Company
\npursuant to (i) an Involuntary Termination Without Cause or (ii) Constructive
\nTermination within one (1) month prior to or twenty-four (24) months following a
\nChange of Control; and<\/p>\n<\/p>\n

(3) <\/strong>the employee is notified by the Company in writing that
\nhe or she is eligible for participation in the Plan (“Notification”).
\nNotification will include details of the level(s) of participation applicable to
\nthe Eligible Employee.<\/p>\n<\/p>\n

The determination of whether an employee is an Eligible Employee shall be
\nmade by the Company, in its sole discretion, and such determination shall be
\nbinding and conclusive on all persons.<\/p>\n<\/p>\n

(ii)<\/strong> Definition of “Involuntary Termination Without
\nCause.” <\/strong>For purposes of this Plan, an “Involuntary Termination Without
\nCause” means an Eligible Employee’s involuntary termination of employment by the
\nCompany for a reason other than Cause. “Cause” means the occurrence of any one
\nor more of the following:<\/p>\n<\/p>\n

(1)<\/strong> the Eligible Employee’s conviction of, or plea of no
\ncontest with respect to, any crime involving fraud, dishonesty or moral
\nturpitude;<\/p>\n<\/p>\n

(2)<\/strong> the Eligible Employee’s attempted commission of or
\nparticipation in a fraud or act of dishonesty against the Company that results
\nin (or might have reasonably resulted in) material harm to the business of the
\nCompany;<\/p>\n<\/p>\n

(3)<\/strong> the Eligible Employee’s intentional, material violation
\nof any contract or agreement between the Eligible Employee and the Company or
\nany statutory duty the Eligible Employee owes to the Company;<\/p>\n<\/p>\n

(4)<\/strong> the Eligible Employee’s conduct that constitutes gross
\nmisconduct, insubordination, incompetence or habitual neglect of duties and that
\nresults in (or might have reasonably resulted in) material harm to the business
\nof the Company; or<\/p>\n<\/p>\n

(5)<\/strong> the Eligible Employee’s persistent unsatisfactory
\nperformance of his or her job duties.<\/p>\n<\/p>\n

The conduct described under clause (3), (4) or (5) above will only constitute
\nCause if such conduct is not cured within fifteen (15) days after the Eligible
\nEmployee’s receipt of written notice from the Company or the Board specifying
\nthe particulars of the conduct that may constitute Cause.<\/p>\n<\/p>\n

(iii) Definition of Change of Control<\/strong>. “Change of Control”
\nmeans the occurrence in a single transaction or in a series of related
\ntransactions of any one or more of the following events.<\/p>\n<\/p>\n

(1)<\/strong> any person (within the meaning of Section 13(d) or 14(d)
\nof the Exchange Act of 1934, as amended (the “Exchange Act”) becomes the owner,
\ndirectly or indirectly, of securities of the Company representing more than
\nfifty percent (50%) of the combined voting power of the Company’s then
\noutstanding securities other than by virtue of a merger, consolidation or
\nsimilar transaction; provided, however, that there shall be excluded from the
\nforegoing any person who owns, as of the effective date of the Plan, securities
\nof the Company representing more than fifteen percent (15%) of the combined
\nvoting power of the Company’s then outstanding securities;<\/p>\n<\/p>\n

(2)<\/strong> there is consummated a merger, consolidation or similar
\ntransaction involving (directly or indirectly) the Company and, immediately
\nafter the consummation of such merger, consolidation or similar transaction, the
\nstockholders of the Company immediately prior thereto do not own, directly or
\nindirectly, outstanding voting securities representing more than fifty percent
\n(50%) of the combined outstanding voting power of the surviving entity in such
\nmerger, consolidation or similar transaction or more than fifty percent (50%) of
\nthe combined outstanding voting power of the parent of the surviving entity in
\nsuch merger, consolidation or similar transaction;<\/p>\n<\/p>\n

(3)<\/strong> the stockholders of the Company approve or the Board of
\nDirectors approves a plan of complete dissolution or liquidation of the Company,
\nor a complete dissolution or liquidation of the Company shall otherwise occur;
\nor<\/p>\n<\/p>\n

(4)<\/strong> there is consummated a sale, lease, license or other
\ndisposition of all or substantially all of the consolidated assets of the
\nCompany and its subsidiaries, other than a sale, lease, license or other
\ndisposition of all or substantially all of the consolidated assets of the
\nCompany and its subsidiaries to an entity, more than fifty percent (50%) of the
\ncombined voting power of the voting securities of which are owned by
\nstockholders of the Company in substantially the same proportions as their
\nownership of the Company immediately prior to such sale, lease, license or other
\ndisposition.<\/p>\n<\/p>\n

Once a Change of Control has occurred for purposes of this Plan, no future
\nevents will constitute a Change of Control for purposes of this Plan.<\/p>\n<\/p>\n

(iv)<\/strong> Definition of Constructive
\nTermination<\/strong>“Constructive Termination” means a termination of employment
\nby an Eligible Employee after one of the following occurs without the Eligible
\nEmployee’s express written consent:<\/p>\n<\/p>\n

(1)<\/strong> Following a Change of Control, a substantial reduction
\nin the Eligible Employee’s duties or responsibilities (and not simply a change
\nin title or reporting relationships) in effect immediately prior to the
\neffective date of the Change of Control; provided, however, that it shall not be
\na “Constructive Termination” if the Company is retained as a separate legal
\nentity or business unit following the effective date of the Change of Control
\nand the Eligible Employee holds the same position in such legal entity or
\nbusiness unit as the Eligible Employee held before the effective date of the
\nChange of Control;<\/p>\n<\/p>\n

(2)<\/strong> Following a Change of Control, a material reduction by
\nthe Company in the Eligible Employee’s annual base salary, as in effect on the
\neffective date of the Change of Control or as increased thereafter;<\/p>\n<\/p>\n

(3)<\/strong> Following a Change of Control, any failure by the
\nCompany to continue in effect any benefit plan or program, including incentive
\nplans or plans with respect to the receipt of securities of the Company, in
\nwhich the Eligible Employee was participating immediately prior to the effective
\ndate of the Change of Control (hereinafter referred to as “Benefit Plans”), or
\nthe taking of any action by the Company that would adversely affect the Eligible
\nEmployee’s participation in or reduce the Eligible Employee’s benefits under the
\nBenefit Plans or deprive the Eligible Employee of any fringe benefit that he or
\nshe enjoyed immediately prior to the effective date of the Change of Control;
\nprovided, however, that a Constructive Termination shall not be deemed to have
\noccurred if the Company provides for the Eligible Employee’s participation in
\nbenefit plans and programs that, taken as a whole, are comparable to the Benefit
\nPlans;<\/p>\n<\/p>\n

(4)<\/strong> Following a Change of Control, a relocation of the
\nEligible Employee’s business office to a location more than fifty (50) miles
\nfrom the location at which the Eligible Employee performed his or her duties as
\nof the effective date of the Change of Control, except for required travel by
\nthe Eligible Employee on the Company’s business to an extent substantially
\nconsistent with his or her business travel obligations prior to the effective
\ndate of the Change of Control; or<\/p>\n<\/p>\n

(5)<\/strong> a material breach by the Company of any provision of any
\nmaterial agreement between the Eligible Employee and the Company concerning the
\nterms and conditions of the Eligible Employee’s employment.<\/p>\n<\/p>\n

(b)<\/strong> Additional Requirements for Benefit
\nEntitlement.<\/strong> In order to be eligible to receive benefits under the
\nPlan, an Eligible Employee must (i) remain on the job until his or her date of
\ntermination as scheduled by the Company and (ii) must execute a general waiver
\nand release in substantially the form attached hereto as Exhibit A, Exhibit B or
\nExhibit C, as appropriate, and such release must become effective in accordance
\nwith its terms. The Company, in its discretion, may modify the form of the
\nrequired release to comply with applicable law and shall determine the form of
\nthe required release, which may be incorporated into a termination agreement or
\nother agreement with the Eligible Employee.<\/p>\n<\/p>\n

(c)<\/strong> Exceptions to Benefit Entitlement.<\/strong> An
\nemployee, including an employee who otherwise is an Eligible Employee, will not
\nreceive benefits under the Plan (or will receive reduced benefits under the
\nPlan) in the following circumstances, as determined by the Company in its sole
\ndiscretion:<\/p>\n<\/p>\n

(i) <\/strong>The employee has executed an individually negotiated
\nemployment contract or agreement with the Company relating to severance benefits
\nthat is in effect on his or her termination date, in which case such employee’s
\nseverance benefit, if any, shall be governed by the terms of such individually
\nnegotiated employment contract or agreement and shall be governed by this Plan
\nonly to the extent that the reduction pursuant to Section 3(c) below does not
\nentirely eliminate benefits under this Plan.<\/p>\n<\/p>\n

(ii)<\/strong> The employee is eligible for benefits pursuant to a
\nlocal plan that supersedes the Plan and that is specifically designated for a
\ncertain subsidiary or country.<\/p>\n<\/p>\n

(iii) <\/strong>The employee is employed in a country whose laws or
\nstatutory labor requirements govern employee termination.<\/p>\n<\/p>\n

(iv) <\/strong>The employee voluntarily terminates employment with the
\nCompany (other than pursuant to a Constructive Termination). Voluntary
\nterminations include, but are not limited to, resignation, retirement or failure
\nto return from a leave of absence on the scheduled date.<\/p>\n<\/p>\n

(v)<\/strong> The employee voluntarily terminates employment with the
\nCompany in order to accept employment with another entity that is wholly or
\npartly owned (directly or indirectly) by the Company.<\/p>\n<\/p>\n

(vi)<\/strong> The employee is offered an identical or substantially
\nequivalent or comparable position with the Company. For purposes of the
\nforegoing, a “substantially equivalent or comparable position” is one that
\noffers the employee substantially the same level of responsibility and
\ncompensation.<\/p>\n<\/p>\n

(vii) <\/strong>The employee is offered immediate reemployment by a
\nsuccessor to the Company or by a purchaser of its assets, as the case may be,
\nfollowing a change in ownership of the Company or a sale of substantially all of
\nthe assets of a division or business unit of the Company. For purposes of the
\nforegoing, “immediate reemployment” means that the employee’s employment with
\nthe successor to the Company or the purchaser of its assets, as the case may be,
\nresults in uninterrupted employment such that the employee does not incur a
\nlapse in pay as a result of the change in ownership of the Company or the sale
\nof its assets.<\/p>\n<\/p>\n

(viii) <\/strong>The employee is rehired by the Company prior to the
\ndate benefits under the Plan are scheduled to commence.<\/p>\n<\/p>\n

Section 3.<\/strong> Amount Of Benefit.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Severance Benefits. <\/strong>Severance benefits
\nunder the Plan, if any, shall be provided to Eligible Employees described in
\nSection 2 in the amount provided in Appendix 1, as such Appendix 1 may be
\nrevised by the Company, in its sole discretion, from time to time.<\/p>\n<\/p>\n

(b)<\/strong> Additional Benefits. <\/strong>Notwithstanding
\nthe foregoing, the Company may, in its sole discretion, provide benefits in
\naddition to those pursuant to Section 3(a) to Eligible Employees or employees
\nwho are not Eligible Employees (“Non-Eligible Employees”) chosen by the Company,
\nin its sole discretion, and the provision of any such benefits to an Eligible
\nEmployee or a Non-Eligible Employee shall in no way obligate the Company to
\nprovide such benefits to any other Eligible Employee or to any other
\nNon-Eligible Employee, even if similarly situated. If benefits under the Plan
\nare provided to a Non-Eligible Employee, references in the Plan to “Eligible
\nEmployee” (with the exception of Section 3(a)) shall be deemed to refer to such
\nNon-Eligible Employee.<\/p>\n<\/p>\n

(c)<\/strong> Certain Reductions. <\/strong>The Company, in its
\nsole discretion, shall have the authority to reduce an Eligible Employee’s
\nseverance benefits, in whole or in part, by any other severance benefits, pay in
\nlieu of notice, or other similar benefits payable to the Eligible Employee by
\nthe Company that become payable in connection with the Eligible Employee’s
\ntermination of employment pursuant to (i) any applicable legal requirement,
\nincluding, without limitation, the Worker Adjustment and Retraining Notification
\nAct (the “WARN Act”), (ii) a written employment or severance agreement with the
\nCompany, or (iii) any Company policy or practice providing for the Eligible
\nEmployee to remain on the payroll for a limited period of time after being given
\nnotice of the termination of the Eligible Employee’s employment. The benefits
\nprovided under this Plan are intended to satisfy, in whole or in part, any and
\nall statutory obligations that may arise out of an Eligible Employee’s
\ntermination of employment, and the Plan Administrator shall so construe and
\nimplement the terms of the Plan. The Company’s decision to apply such reductions
\nto the severance benefits of one Eligible Employee and the amount of such
\nreductions shall in no way obligate the Company to apply the same reductions in
\nthe same amounts to the severance benefits of any other Eligible Employee, even
\nif similarly situated. In the Company’s sole discretion, such reductions may be
\napplied on a retroactive basis, with severance benefits previously paid being
\nrecharacterized as payments pursuant to the Company’s statutory obligation.<\/p>\n<\/p>\n

In addition to the foregoing reductions, if an Eligible Employee becomes
\nemployed by an entity other than the Company during the period of time in
\nrespect of which severance benefits pursuant to Sections 3(a) and 3(b) are paid,
\nthe Eligible Employee must notify the Company in writing immediately. Following
\nreceipt of such notification, the Company will reduce such Eligible Employee’s
\nunpaid severance benefits by fifty percent (50%).<\/p>\n<\/p>\n

Section 4.<\/strong> Time Of Payment And Form Of
\nBenefit.<\/strong><\/p>\n<\/p>\n

The Company reserves the right to determine whether severance benefits under
\nthe Plan, if any, shall be paid in a single sum, in installments, or in any
\nother form and to choose the timing of such payments; provided,
\nhowever<\/em>, that in the event that any of the benefits payable under the Plan
\nto an Eligible Employee are determined by the Plan Administrator to constitute
\ndeferred compensation subject to Section 409A(a)(2)(B)(i) of the Internal
\nRevenue Code of 1986 (the “Code”), as amended, then the amount of such benefits
\nso determined shall be payable to such Eligible Employee in a manner that
\ncomplies with the requirements of Section 409A, which may include, without
\nlimitation, deferring the payment of such benefits for six (6) months after such
\nEligible Employee’s date of termination, provided, further, however<\/em>,
\nthat nothing in this paragraph shall require the payment of benefits to such
\nEligible Employee earlier than they would otherwise be payable under this Plan.
\nAll such payments under the Plan will be subject to applicable withholding for
\nfederal, state and local taxes. If an Eligible Employee is indebted to the
\nCompany at his or her termination date, the Company reserves the right to offset
\nany severance payments under the Plan by the amount of such indebtedness. In no
\nevent shall payment of any Plan benefit be made prior to the Eligible Employee’s
\ntermination date or prior to the effective date of the release described in
\nSection 2(a)(3).<\/p>\n<\/p>\n

Section 5.<\/strong> Reemployment.<\/strong><\/p>\n<\/p>\n

In the event of an Eligible Employee’s reemployment by the Company as an
\nemployee or return to service with the Company as an independent contractor
\nduring the period of time in respect of which severance benefits pursuant to
\nSections 3(a) and 3(b) have been paid, the Company, in its sole and absolute
\ndiscretion, may require such Eligible Employee to repay to the Company all or a
\nportion of such severance benefits as a condition of reemployment or resumption
\nof service.<\/p>\n<\/p>\n

Section 6.<\/strong> Right To Interpret Plan; Amendment and
\nTermination, Limitations of Benefits.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Exclusive Discretion.<\/strong> The Plan
\nAdministrator shall have the exclusive discretion and authority to establish
\nrules, forms, and procedures for the administration of the Plan and to construe
\nand interpret the Plan and to decide any and all questions of fact,
\ninterpretation, definition, computation or administration arising in connection
\nwith the operation of the Plan, including, but not limited to, the eligibility
\nto participate in the Plan and amount of benefits paid under the Plan. The
\nrules, interpretations, computations and other actions of the Plan Administrator
\nshall be binding and conclusive on all persons.<\/p>\n<\/p>\n

(b)<\/strong> Amendment or Termination.<\/strong> The Company
\nreserves the right to amend or terminate this Plan (including Appendix 1) or the
\nbenefits provided hereunder at any time; provided, however, <\/em>that no
\nsuch amendment or termination shall affect the right to any unpaid benefit of
\nany Eligible Employee whose termination date has occurred prior to amendment or
\ntermination of the Plan. Any action amending or terminating the Plan shall be in
\nwriting and executed by the Chief Executive Officer or other Executive Vice
\nPresident of the Company as authorized in writing by the Chief Executive
\nOfficer.<\/p>\n<\/p>\n

(c) Section 280G Parachute Payments. <\/strong>If any payment or
\nbenefit an Eligible Employee would receive pursuant to a Change of Control from
\nthe Company or otherwise (“Payment”) would (i) constitute a “parachute payment”
\nwithin the meaning of Section 280G of the Code, and (ii) but for this sentence,
\nbe subject to the excise tax imposed by Section 4999 of the Code (the “Excise
\nTax”), then such Payment shall be equal to the Reduced Amount. The “Reduced
\nAmount” shall be either (x) the largest portion of the Payment that would result
\nin no portion of the Payment being subject to the Excise Tax or (y) the largest
\nportion, up to and including the total, of the Payment, whichever amount, after
\ntaking into account all applicable federal, state and local employment taxes,
\nincome taxes, and the Excise Tax (all computed at the highest applicable
\nmarginal rate), results in the Eligible Employee’s receipt, on an after-tax
\nbasis, of the greater amount of the Payment notwithstanding that all or some
\nportion of the Payment may be subject to the Excise Tax. If a reduction in
\npayments or benefits constituting “parachute payments” is necessary so that the
\nPayment equals the Reduced Amount, reduction shall occur in the following order
\nunless the Eligible Employee elects in writing a different order (provided,
\nhowever,<\/em> that such election shall be subject to Company approval if made on
\nor after the date on which the event that triggers the Payment occurs):
\nreduction of cash payments; cancellation of accelerated vesting of stock awards;
\nreduction of employee benefits. In the event that acceleration of vesting of
\nstock award compensation is to be reduced, such acceleration of vesting shall be
\ncancelled in the reverse order of the date of grant of the Eligible Employee’s
\nstock awards unless the Eligible Employee elects in writing a different order
\nfor cancellation.<\/p>\n<\/p>\n

The accounting firm engaged by the Company for general audit purposes as of
\nthe day prior to the effective date of the Change of Control shall perform the
\nforegoing calculations. If the accounting firm so engaged by the Company is
\nserving as accountant or auditor for the individual, entity or group effecting
\nthe Change of Control, the Company shall appoint a nationally recognized
\naccounting firm to make the determinations required hereunder. The Company shall
\nbear all expenses with respect to the determinations by such accounting firm
\nrequired to be made hereunder.<\/p>\n<\/p>\n

The accounting firm engaged to make the determinations hereunder shall
\nprovide its calculations, together with detailed supporting documentation, to
\nthe Company and the Eligible Employee within fifteen (15) calendar days after
\nthe date on which the Eligible Employee’s right to a Payment is triggered (if
\nrequested at that time by the Company or the Eligible Employee) or such other
\ntime as requested by the Company or the Eligible Employee. If the accounting
\nfirm determines that no Excise Tax is payable with respect to a Payment, either
\nbefore or after the application of the Reduced Amount, it shall furnish the
\nCompany and the Eligible Employee with an opinion reasonably acceptable to the
\nEligible Employee that no Excise Tax will be imposed with respect to such
\nPayment. Any good faith determinations of the accounting firm made hereunder
\nshall be final, binding and conclusive upon the Company and the Eligible
\nEmployee.<\/p>\n<\/p>\n

Section 7.<\/strong> No Implied Employment Contract.<\/strong>\n<\/p>\n<\/p>\n

The Plan shall not be deemed (i) to give any employee or other person any
\nright to be retained in the employ of the Company or (ii) to interfere with the
\nright of the Company to discharge any employee or other person at any time, with
\nor without cause, which right is hereby reserved.<\/p>\n<\/p>\n

Section 8.<\/strong> Legal Construction.<\/strong><\/p>\n<\/p>\n

This Plan is intended to be governed by and shall be construed in accordance
\nwith the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the
\nextent not preempted by ERISA, the laws of the State of California.<\/p>\n<\/p>\n

Section 9.<\/strong> Claims, Inquiries And Appeals,
\nLimitations of Benefits<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Applications for Benefits and
\nInquiries.<\/strong> Any application for benefits, inquiries about the Plan or
\ninquiries about present or future rights under the Plan must be submitted to the
\nPlan Administrator in writing by an applicant (or his or her authorized
\nrepresentative). The Plan Administrator is:<\/p>\n<\/p>\n

BroadVision, Inc.<\/p>\n

\n

1600 Seaport Blvd.,<\/p>\n

\n

5th Floor, North Bldg.<\/p>\n

\n

Redwood City, CA 94063<\/p>\n

\n

(b)<\/strong> Denial of Claims.<\/strong> In the event that any
\napplication for benefits is denied in whole or in part, the Plan Administrator
\nmust provide the applicant with written or electronic notice of the denial of
\nthe application, and of the applicant’s right to review the denial. Any
\nelectronic notice will comply with the regulations of the U.S. Department of
\nLabor. The notice of denial will be set forth in a manner designed to be
\nunderstood by the applicant and will include the following:<\/p>\n<\/p>\n

(i) <\/strong>the specific reason or reasons for the denial;<\/p>\n<\/p>\n

(ii)<\/strong> references to the specific Plan provisions upon which
\nthe denial is based;<\/p>\n<\/p>\n

(iii) <\/strong>a description of any additional information or
\nmaterial that the Plan Administrator needs to complete the review and an
\nexplanation of why such information or material is necessary; and<\/p>\n<\/p>\n

(iv) <\/strong>an explanation of the Plan’s review procedures and the
\ntime limits applicable to such procedures, including a statement of the
\napplicant’s right to bring a civil action under section 502(a) of ERISA
\nfollowing a denial on review of the claim, as described in Section 9(d) below.\n<\/p>\n<\/p>\n

This notice of denial will be given to the applicant within ninety (90) days
\nafter the Plan Administrator receives the application, unless special
\ncircumstances require an extension of time, in which case, the Plan
\nAdministrator has up to an additional ninety (90) days for processing the
\napplication. If an extension of time for processing is required, written notice
\nof the extension will be furnished to the applicant before the end of the
\ninitial ninety (90) day period.<\/p>\n<\/p>\n

This notice of extension will describe the special circumstances
\nnecessitating the additional time and the date by which the Plan Administrator
\nis to render its decision on the application.<\/p>\n<\/p>\n

(c)<\/strong> Request for a Review.<\/strong> Any person (or
\nthat person’s authorized representative) for whom an application for benefits is
\ndenied, in whole or in part, may appeal the denial by submitting a request for a
\nreview to the Plan Administrator within sixty (60) days after the application is
\ndenied. A request for a review shall be in writing and shall be addressed to:\n<\/p>\n<\/p>\n

BroadVision, Inc.<\/p>\n

\n

1600 Seaport Blvd.,<\/p>\n

\n

5th Floor, North Bldg.<\/p>\n

\n

Redwood City, CA 94063<\/p>\n

\n

A request for review must set forth all of the grounds on which it is based,
\nall facts in support of the request and any other matters that the applicant
\nfeels are pertinent. The applicant (or his or her representative) shall have the
\nopportunity to submit (or the Plan Administrator may require the applicant to
\nsubmit) written comments, documents, records, and other information relating to
\nhis or her claim. The applicant (or his or her representative) shall be
\nprovided, upon request and free of charge, reasonable access to, and copies of,
\nall documents, records and other information relevant to his or her claim. The
\nreview shall take into account all comments, documents, records and other
\ninformation submitted by the applicant (or his or her representative) relating
\nto the claim, without regard to whether such information was submitted or
\nconsidered in the initial benefit determination.<\/p>\n<\/p>\n

(d)<\/strong> Decision on Review.<\/strong> The Plan
\nAdministrator will act on each request for review within sixty (60) days after
\nreceipt of the request, unless special circumstances require an extension of
\ntime (not to exceed an additional sixty (60) days), for processing the request
\nfor a review. If an extension for review is required, written notice of the
\nextension will be furnished to the applicant within the initial sixty (60) day
\nperiod. This notice of extension will describe the special circumstances
\nnecessitating the additional time and the date by which the Plan Administrator
\nis to render its decision on the review. The Plan Administrator will give
\nprompt, written or electronic notice of its decision to the applicant. Any
\nelectronic notice will comply with the regulations of the U.S. Department of
\nLabor. In the event that the Plan Administrator confirms the denial of the
\napplication for benefits in whole or in part, the notice will set forth, in a
\nmanner calculated to be understood by the applicant, the following:<\/p>\n<\/p>\n

(i) <\/strong>the specific reason or reasons for the denial;<\/p>\n<\/p>\n

(ii)<\/strong> references to the specific Plan provisions upon which
\nthe denial is based;<\/p>\n<\/p>\n

(iii) <\/strong>a statement that the applicant is entitled to receive,
\nupon request and free of charge, reasonable access to, and copies of, all
\ndocuments, records and other information relevant to his or her claim; and<\/p>\n<\/p>\n

(iv) <\/strong>a statement of the applicant’s right to bring a civil
\naction under section 502(a) of ERISA.<\/p>\n<\/p>\n

(e)<\/strong> Rules and Procedures.<\/strong> The Plan
\nAdministrator will establish rules and procedures, consistent with the Plan and
\nwith ERISA, as necessary and appropriate in carrying out its responsibilities in
\nreviewing benefit claims. The Plan Administrator may require an applicant who
\nwishes to submit additional information in connection with an appeal from the
\ndenial of benefits to do so at the applicant’s own expense.<\/p>\n<\/p>\n

(f)<\/strong> Exhaustion of Remedies.<\/strong> No legal action
\nfor benefits under the Plan may be brought until the claimant (i) has submitted
\na written application for benefits in accordance with the procedures described
\nby Section 9(a) above, (ii) has been notified by the Plan Administrator that the
\napplication is denied, (iii) has filed a written request for a review of the
\napplication in accordance with the appeal procedure described in Section 9(c)
\nabove, and (iv) has been notified that the Plan Administrator has denied the
\nappeal. Notwithstanding the foregoing, if the Plan Administrator does not
\nrespond to a Participant’s claim or appeal within the relevant time limits
\nspecified in this Section 9, the Participant may bring legal action for benefits
\nunder the Plan pursuant to Section 502(a) of ERISA.<\/p>\n<\/p>\n

Section 10.<\/strong> Basis Of Payments To And From
\nPlan.<\/strong><\/p>\n<\/p>\n

All benefits under the Plan shall be paid by the Company. The Plan shall be
\nunfunded, and benefits hereunder shall be paid only from the general assets of
\nthe Company.<\/p>\n<\/p>\n

Section 11.<\/strong> Other Plan Information.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Employer and Plan Identification
\nNumbers.<\/strong> The Employer Identification Number assigned to the Company
\n(which is the “Plan Sponsor” as that term is used in ERISA) by the Internal
\nRevenue Service is 94-3184304. The Plan Number assigned to the Plan by the Plan
\nSponsor pursuant to the instructions of the Internal Revenue Service is
\n511. <\/strong><\/p>\n<\/p>\n

(b)<\/strong> Ending Date for Plan’s Fiscal Year.<\/strong>
\nThe date of the end of the fiscal year for the purpose of maintaining the Plan’s
\nrecords is December 31.<\/p>\n<\/p>\n

(c)<\/strong> Agent for the Service of Legal Process.<\/strong>
\nThe agent for the service of legal process with respect to the Plan is:<\/p>\n<\/p>\n

BroadVision, Inc.<\/p>\n

\n

1600 Seaport Blvd.,<\/p>\n

\n

5th Floor, North Bldg.<\/p>\n

\n

Redwood City, CA 94063<\/p>\n

\n

(d)<\/strong> Plan Sponsor and Administrator.<\/strong> The
\n“Plan Sponsor” and the “Plan Administrator” of the Plan is:<\/p>\n<\/p>\n

BroadVision, Inc.<\/p>\n

\n

1600 Seaport Blvd.,<\/p>\n

\n

5th Floor, North Bldg.<\/p>\n

\n

Redwood City, CA 94063<\/p>\n

\n

The Plan Sponsor’s and Plan Administrator’s telephone number is (650)
\n331-1000. The Plan Administrator is the named fiduciary charged with the
\nresponsibility for administering the Plan.<\/p>\n<\/p>\n

Section 12.<\/strong> Statement Of ERISA Rights.<\/strong><\/p>\n<\/p>\n

Participants in this Plan (which is a welfare benefit plan sponsored by
\nBroadVision, Inc.<\/strong>) are entitled to certain rights and
\nprotections under ERISA. If you are an Eligible Employee, you are considered a
\nparticipant in the Plan and, under ERISA, you are entitled to:<\/p>\n<\/p>\n

Receive Information About Your Plan and
\nBenefits<\/strong><\/p>\n

\n

(a)<\/strong> Examine, without charge, at the Plan Administrator’s
\noffice and at other specified locations, such as worksites, all documents
\ngoverning the Plan and a copy of the latest annual report (Form 5500 Series)
\nfiled by the Plan (note: the Plan currently is not subject to the requirement of
\nfiling such an annual report) with the U.S. Department of Labor and available at
\nthe Public Disclosure Room of the Employee Benefit Security Administration;<\/p>\n<\/p>\n

(b)<\/strong> Obtain, upon written request to the Plan Administrator,
\ncopies of documents governing the operation of the Plan and copies of the latest
\nannual report (Form 5500 Series) (note: the Plan currently is not subject to the
\nrequirement of filing such an annual report) and an updated (as necessary)
\nSummary Plan Description. The Administrator may make a reasonable charge for the
\ncopies; and<\/p>\n<\/p>\n

(c)<\/strong> Receive a summary of the Plan’s annual financial report
\n(note: the Plan currently is not subject to the requirement of providing a
\nsummary annual report). The Plan Administrator is required by law to furnish
\neach participant with a copy of this summary annual report.<\/p>\n<\/p>\n

Prudent Actions by Plan Fiduciaries<\/strong><\/p>\n

\n

In addition to creating rights for Plan participants, ERISA imposes duties
\nupon the people who are responsible for the operation of the employee benefit
\nplan. The people who operate the Plan, called “fiduciaries” of the Plan, have a
\nduty to do so prudently and in the interest of you and other Plan participants
\nand beneficiaries. No one, including your employer, your union or any other
\nperson, may fire you or otherwise discriminate against you in any way to prevent
\nyou from obtaining a Plan benefit or exercising your rights under ERISA.<\/p>\n<\/p>\n

Enforce Your Rights<\/strong><\/p>\n

\n

If your claim for a Plan benefit is denied or ignored, in whole or in part,
\nyou have a right to know why this was done, to obtain copies of documents
\nrelating to the decision without charge, and to appeal any denial, all within
\ncertain time schedules.<\/p>\n<\/p>\n

Under ERISA, there are steps you can take to enforce the above rights. For
\ninstance, if you request a copy of Plan documents or the latest annual report
\nfrom the Plan (note: the Plan currently is not subject to the requirement of
\nfiling such an annual report) and do not receive them within 30 days, you may
\nfile suit in a Federal court. In such a case, the court may require the Plan
\nAdministrator to provide the materials and pay you up to $110 a day until you
\nreceive the materials, unless the materials were not sent because of reasons
\nbeyond the control of the Administrator.<\/p>\n<\/p>\n

If you have a claim for benefits which is denied or ignored, in whole or in
\npart, you may file suit in a state or Federal court. In addition, if you
\ndisagree with the Plan’s decision or lack thereof concerning the qualified
\nstatus of a domestic relations order or a medical child support order, you may
\nfile suit in Federal court.<\/p>\n<\/p>\n

If it should happen that Plan fiduciaries misuse the Plan’s money, or if you
\nare discriminated against for asserting your rights, you may seek assistance
\nfrom the U.S. Department of Labor, or you may file suit in a Federal court. The
\ncourt will decide who should pay court costs and legal fees. If you are
\nsuccessful, the court may order the person you have sued to pay these costs and
\nfees. If you lose, the court may order you to pay these costs and fees, for
\nexample, if it finds your claim is frivolous.<\/p>\n<\/p>\n

Assistance with Your Questions<\/strong><\/p>\n

\n

If you have any questions about the Plan, you should contact the Plan
\nAdministrator. If you have any questions about this statement or about your
\nrights under ERISA, or if you need assistance in obtaining documents from the
\nPlan Administrator, you should contact the nearest office of the Employee
\nBenefit Security Administration, U.S. Department of Labor, listed in your
\ntelephone directory or the Division of Technical Assistance and Inquiries,
\nEmployee Benefit Security Administration, U.S. Department of Labor, 200
\nConstitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
\npublications about your rights and responsibilities under ERISA by calling the
\npublications hotline of the Employee Benefit Security Administration.<\/p>\n<\/p>\n

Section 13.<\/strong> Execution.<\/strong><\/p>\n<\/p>\n

To record the adoption of the Plan as set forth herein, effective as of March
\n26, 2007, BroadVision, Inc. has caused its duly authorized officer to execute
\nthe same as of March 26, 2007.<\/p>\n<\/p>\n

BroadVision, Inc.<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen<\/u><\/em><\/p>\n<\/p>\n

Pehong Chen, Chairman, CEO,<\/p>\n<\/p>\n

President and Interim CFO<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Exhibit A<\/strong><\/p>\n

\n

RELEASE AGREEMENT (“RELEASE”)<\/strong><\/p>\n

\n

I understand and agree completely to the terms set forth in the
\nBroadVision, Inc. Severance Benefit Plan (the “Plan”).<\/strong><\/p>\n<\/p>\n

I understand that this Release, together with the Plan, constitutes the
\ncomplete, final and exclusive embodiment of the entire agreement between the
\nCompany and me with regard to the subject matter hereof. I am not relying on any
\npromise or representation by the Company that is not expressly stated therein.
\nCertain capitalized terms used in this Release are defined in the Plan.<\/p>\n<\/p>\n

I hereby confirm my obligations under the Company’s proprietary information
\nand inventions agreement.<\/p>\n<\/p>\n

I hereby represent that I have been paid all compensation owed and for all
\nhours worked, have received all the leave and leave benefits and protections for
\nwhich I am eligible, pursuant to the Family and Medical Leave Act or otherwise,
\nand have not suffered any on-the-job injury for which I have not already filed a
\nclaim.<\/p>\n<\/p>\n

In exchange for the consideration provided to me by this Release that I am
\nnot otherwise entitled to receive, I hereby generally and completely release the
\nCompany and its current and former directors, officers, employees, shareholders,
\npartners, agents, attorneys, predecessors, successors, parent and subsidiary
\nentities, insurers, affiliates, and assigns from any and all claims, liabilities
\nand obligations, both known and unknown, that arise out of or are in any way
\nrelated to events, acts, conduct, or omissions occurring prior to my signing
\nthis Release. This general release includes, but is not limited to: (a) all
\nclaims arising out of or in any way related to my employment with the Company or
\nthe termination of that employment; (b) all claims related to my compensation or
\nbenefits from the Company, including salary, bonuses, commissions, vacation pay,
\nexpense reimbursements, severance pay, fringe benefits, stock, stock options, or
\nany other ownership interests in the Company; (c) all claims for breach of
\ncontract, wrongful termination, and breach of the implied covenant of good faith
\nand fair dealing; (d) all tort claims, including claims for fraud, defamation,
\nemotional distress, and discharge in violation of public policy; and (e) all
\nfederal, state, and local statutory claims, including claims for discrimination,
\nharassment, retaliation, attorneys’ fees, or other claims arising under the
\nfederal Civil Rights Act of 1964 (as amended), the federal Americans with
\nDisabilities Act of 1990, the federal Age Discrimination in Employment Act of
\n1967 (as amended) (“ADEA”), and the California Fair Employment and Housing Act
\n(as amended). Nothing in this Release shall prevent me from challenging this
\nRelease by filing, cooperating with, or participating in any proceeding before
\nthe Equal Employment Opportunity Commission, the Department of Labor, or the
\nCalifornia Department of Fair Employment and Housing, except that I hereby
\nacknowledge and agree that I shall not recover any monetary benefits in
\nconnection with any challenge to my Release.<\/p>\n<\/p>\n

I acknowledge that I am knowingly and voluntarily waiving and releasing any
\nrights I may have under the ADEA (“ADEA Waiver”). I also acknowledge that the
\nconsideration given for the ADEA Waiver is in addition to anything of value to
\nwhich I was already entitled. I further acknowledge that I have been advised by
\nthis writing, as required by the ADEA, that: (a) my ADEA Waiver does not apply
\nto any rights or claims that arise after the date I sign this Release; (b) I
\nshould consult with an attorney prior to signing this Release; (c) I have
\ntwenty-one (21) days to consider this Release (although I may choose to
\nvoluntarily sign it sooner); (d) I have seven (7) days following the date I sign
\nthis Release to revoke the ADEA Waiver; and (e) the ADEA Waiver will not be
\neffective until the date upon which the revocation period has expired
\nunexercised, which will be the eighth day after I sign this Release.<\/p>\n<\/p>\n

I acknowledge that I have read and understand Section 1542 of the California
\nCivil Code which reads as follows: “A general release does not extend to
\nclaims which the creditor does not know or suspect to exist in his or her favor
\nat the time of executing the release, which if known by him or her must have
\nmaterially affected his or her settlement with the debtor.” <\/strong>I hereby
\nexpressly waive and relinquish all rights and benefits under that section and
\nany law of any jurisdiction of similar effect with respect to my release of any
\nclaims hereunder.<\/p>\n<\/p>\n

I acknowledge that to become effective, I must sign and return this Release
\nto the Company so that it is received not later than twenty-one (21) days
\nfollowing the date it is provided to me.<\/p>\n<\/p>\n

Employee<\/strong><\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Date:<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Exhibit B<\/strong><\/p>\n

\n

RELEASE AGREEMENT (“RELEASE”)<\/strong><\/p>\n

\n

I understand and agree completely to the terms set forth in the
\nBroadVision, Inc. Severance Benefit Plan (the “Plan”).<\/strong><\/p>\n<\/p>\n

I understand that this Release, together with the Plan, constitutes the
\ncomplete, final and exclusive embodiment of the entire agreement between the
\nCompany and me with regard to the subject matter hereof. I am not relying on any
\npromise or representation by the Company that is not expressly stated therein.
\nCertain capitalized terms used in this Release are defined in the Plan.<\/p>\n<\/p>\n

I hereby confirm my obligations under the Company’s proprietary information
\nand inventions agreement.<\/p>\n<\/p>\n

I hereby represent that I have been paid all compensation owed and for all
\nhours worked, have received all the leave and leave benefits and protections for
\nwhich I am eligible, pursuant to the Family and Medical Leave Act or otherwise,
\nand have not suffered any on-the-job injury for which I have not already filed a
\nclaim.<\/p>\n<\/p>\n

Except as otherwise set forth in this Release, I hereby generally and
\ncompletely release the Company and its current and former directors, officers,
\nemployees, shareholders, partners, agents, attorneys, predecessors, successors,
\nparent and subsidiary entities, insurers, affiliates, and assigns from any and
\nall claims, liabilities and obligations, both known and unknown, that arise out
\nof or are in any way related to events, acts, conduct, or omissions occurring
\nprior to my signing this Release. This general release includes, but is not
\nlimited to: (a) all claims arising out of or in any way related to my employment
\nwith the Company or the termination of that employment; (b) all claims related
\nto my compensation or benefits from the Company, including salary, bonuses,
\ncommissions, vacation pay, expense reimbursements, severance pay, fringe
\nbenefits, stock, stock options, or any other ownership interests in the Company;
\n(c) all claims for breach of contract, wrongful termination, and breach of the
\nimplied covenant of good faith and fair dealing; (d) all tort claims, including
\nclaims for fraud, defamation, emotional distress, and discharge in violation of
\npublic policy; and (e) all federal, state, and local statutory claims, including
\nclaims for discrimination, harassment, retaliation, attorneys’ fees, or other
\nclaims arising under the federal Civil Rights Act of 1964 (as amended), the
\nfederal Americans with Disabilities Act of 1990, the federal Age Discrimination
\nin Employment Act of 1967 (as amended) (“ADEA”), and the California Fair
\nEmployment and Housing Act (as amended). Nothing in this Release shall prevent
\nme from challenging this Release by filing, cooperating with, or participating
\nin any proceeding before the Equal Employment Opportunity Commission, the
\nDepartment of Labor, or the California Department of Fair Employment and
\nHousing, except that I hereby acknowledge and agree that I shall not recover any
\nmonetary benefits in connection with any challenge to my Release.<\/p>\n<\/p>\n

I acknowledge that I am knowingly and voluntarily waiving and releasing any
\nrights I may have under the ADEA (“ADEA Waiver”). I also acknowledge that the
\nconsideration given for the ADEA Waiver is in addition to anything of value to
\nwhich I was already entitled. I further acknowledge that I have been advised by
\nthis writing, as required by the ADEA, that: (a) my ADEA Waiver does not apply
\nto any rights or claims that arise after the date I sign this Release; (b) I
\nshould consult with an attorney prior to signing this Release; (c) I have
\nforty-five (45) days to consider this Release (although I may choose to
\nvoluntarily sign it sooner); (d) I have seven (7) days following the date I sign
\nthis Release to revoke the ADEA Waiver; and (e) the ADEA Waiver will not be
\neffective until the date upon which the revocation period has expired
\nunexercised, which will be the eighth day after I sign this Release.<\/p>\n<\/p>\n

I have received with this Release a written disclosure of all of the
\ninformation required by the ADEA, including without limitation a detailed list
\nof the job titles and ages of all employees who were terminated in this group
\ntermination and the ages of all employees of the Company in the same job
\nclassification or organizational unit who were not terminated, along with
\ninformation on the eligibility factors used to select employees for the group
\ntermination and any time limits applicable to this group termination program.\n<\/p>\n<\/p>\n

I acknowledge that I have read and understand Section 1542 of the California
\nCivil Code which reads as follows: “A general release does not extend to
\nclaims which the creditor does not know or suspect to exist in his or her favor
\nat the time of executing the release, which if known by him or her must have
\nmaterially affected his or her settlement with the debtor.”<\/strong> I hereby
\nexpressly waive and relinquish all rights and benefits under that section and
\nany law of any jurisdiction of similar effect with respect to my release of any
\nclaims hereunder.<\/p>\n<\/p>\n

I acknowledge that to become effective, I must sign and return this Release
\nto the Company so that it is received not later than forty-five (45) days
\nfollowing the date this Release and the ADEA disclosure form is provided to me.\n<\/p>\n<\/p>\n

Employee<\/strong><\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Date:<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Exhibit C<\/strong><\/p>\n

\n

RELEASE AGREEMENT (“RELEASE”)<\/strong><\/p>\n

\n

I understand and agree completely to the terms set forth in the
\nBroadVision, Inc. Severance Benefit Plan (the “Plan”).<\/strong><\/p>\n<\/p>\n

I understand that this Release, together with the Plan, constitutes the
\ncomplete, final and exclusive embodiment of the entire agreement between the
\nCompany and me with regard to the subject matter hereof. I am not relying on any
\npromise or representation by the Company that is not expressly stated therein.
\nCertain capitalized terms used in this Release are defined in the Plan.<\/p>\n<\/p>\n

I hereby confirm my obligations under the Company’s proprietary information
\nand inventions agreement.<\/p>\n<\/p>\n

I hereby represent that I have been paid all compensation owed and for all
\nhours worked, have received all the leave and leave benefits and protections for
\nwhich I am eligible, pursuant to the Family and Medical Leave Act or otherwise,
\nand have not suffered any on-the-job injury for which I have not already filed a
\nclaim.<\/p>\n<\/p>\n

In exchange for the consideration provided to me by this Release that I am
\nnot otherwise entitled to receive, I hereby generally and completely release the
\nCompany and its current and former directors, officers, employees, shareholders,
\npartners, agents, attorneys, predecessors, successors, parent and subsidiary
\nentities, insurers, affiliates, and assigns from any and all claims, liabilities
\nand obligations, both known and unknown, that arise out of or are in any way
\nrelated to events, acts, conduct, or omissions occurring prior to my signing
\nthis Release. This general release includes, but is not limited to: (a) all
\nclaims arising out of or in any way related to my employment with the Company or
\nthe termination of that employment; (b) all claims related to my compensation or
\nbenefits from the Company, including salary, bonuses, commissions, vacation pay,
\nexpense reimbursements, severance pay, fringe benefits, stock, stock options, or
\nany other ownership interests in the Company; (c) all claims for breach of
\ncontract, wrongful termination, and breach of the implied covenant of good faith
\nand fair dealing; (d) all tort claims, including claims for fraud, defamation,
\nemotional distress, and discharge in violation of public policy; and (e) all
\nfederal, state, and local statutory claims, including claims for discrimination,
\nharassment, retaliation, attorneys’ fees, or other claims arising under the
\nfederal Civil Rights Act of 1964 (as amended), the federal Americans with
\nDisabilities Act of 1990, and the California Fair Employment and Housing Act (as
\namended). Nothing in this Release shall prevent me from challenging this Release
\nby filing, cooperating with, or participating in any proceeding before the Equal
\nEmployment Opportunity Commission, the Department of Labor, or the California
\nDepartment of Fair Employment and Housing, except that I hereby acknowledge and
\nagree that I shall not recover any monetary benefits in connection with any
\nchallenge to my Release.<\/p>\n<\/p>\n

I acknowledge that I have read and understand Section 1542 of the California
\nCivil Code which reads as follows: “A general release does not extend to
\nclaims which the creditor does not know or suspect to exist in his or her favor
\nat the time of executing the release, which if known by him or her must have
\nmaterially affected his or her settlement with the debtor.”<\/strong> I hereby
\nexpressly waive and relinquish all rights and benefits under that section and
\nany law of any jurisdiction of similar effect with respect to my release of any
\nclaims hereunder.<\/p>\n<\/p>\n

I acknowledge that to become effective, I must sign and return this Release
\nto the Company so that it is received not later than fourteen (14) days
\nfollowing the date it is provided to me.<\/p>\n<\/p>\n

Employee<\/strong><\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Date:<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

APPENDIX 1<\/strong><\/p>\n

\n

BROADVISION, INC.<\/strong><\/p>\n

\n

SEVERANCE BENEFIT PLAN<\/strong><\/p>\n

\n

Severance benefits provided to Eligible Employees under the BroadVision, Inc.
\nSeverance Benefit Plan (the “Plan”) are as set forth below.<\/p>\n<\/p>\n

A.<\/strong> Eligible Employees Involuntarily Terminated
\nWithout Cause, No Change of Control. <\/strong>Pursuant to Section 3(a) of the
\nPlan, each Eligible Employee subject to an Involuntary Termination Without
\nCause, except where such termination is a result of a Change of Control, shall
\nreceive the following:<\/p>\n<\/p>\n

1.<\/strong> Cash Severance Benefits. <\/strong>Designated
\nEligible Employees shall receive a cash severance benefit in accordance with the
\nCompany’s then current payroll practices as follows:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

EMPLOYEE DESIGNATION<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

BASE<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

ACCRUAL\/YR<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

MAXIMUM<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

CEO<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6.00 Mo.<\/p>\n<\/td>\n

<\/td>\n\n

1.00 Mo\/Yr.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

12.00 Mo.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

EVP<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

3.00 Mo.<\/p>\n<\/td>\n

<\/td>\n\n

0.50 Mo\/Yr.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6.00 Mo.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

SVP<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.00 Mo.<\/p>\n<\/td>\n

<\/td>\n\n

0.50 Mo\/Yr.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

4.00 Mo.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

VP<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1.00 Mo.<\/p>\n<\/td>\n

<\/td>\n\n

0.50 Mo\/Yr.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.00 Mo.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

All Others<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0.50 Mo.<\/p>\n<\/td>\n

<\/td>\n\n

0.08 Mo.\/Yr.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1.00 Mo.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of the table above:<\/strong><\/p>\n<\/p>\n

EMPLOYEE DESIGNATION equals the Eligible Employee’s highest official
\ntitle granted by the Company. <\/strong><\/p>\n<\/p>\n

BASE is equal to the number of months of Base Salary the Eligible
\nEmployee shall accrue under the Plan as a cash severance benefit upon completion
\nof one year of continuous employment with the Company. <\/strong><\/p>\n<\/p>\n

ACCRUAL\/YR is equal to the number of months of additional Base Salary
\nthat the Eligible Employee will accrue under the Plan for each additional full
\nyear of completed continuous employment with the Company subsequent to the first
\nyear of continuous employment with the Company.<\/strong><\/p>\n<\/p>\n

MAXIMUM is equal to the maximum number of months of Base Salary that
\nthe Eligible Employee will be entitled to accrue as a cash severance benefit
\nunder the Plan regardless of the Eligible Employee’s total number of years of
\ncontinuous employment with the Company.<\/strong><\/p>\n<\/p>\n

Partial months of employment shall not be taken into account in calculating
\nthe amount of any such severance benefit nor shall service provided as an
\nindependent contractor or as an employee of an entity or other business unit
\nprior to such entity’s or other business unit’s acquisition by the Company or an
\naffiliate of the Company be taken into account in calculating the amount of any
\nseverance benefit. A break in continuous employment of whatever duration shall
\ncause the loss of all completed months of continuous employment prior to such
\nbreak.<\/p>\n<\/p>\n

For purposes of calculating Plan benefits under this Section 1, “Base Salary”
\nshall mean the Eligible Employee’s base pay (excluding incentive pay, premium
\npay, commissions, overtime, bonuses, profit sharing and any and all other forms
\nof variable compensation), at the rate in effect during the last regularly
\nscheduled payroll period immediately preceding the Eligible Employee’s
\ntermination date. No Eligible Employee shall be entitled to receive more than 12
\nmonths of Base Salary under the Plan.<\/p>\n<\/p>\n

2.<\/strong> Additional Severance Benefits.<\/strong> With
\nrespect to an Eligible Employee who is enrolled in a health, dental, or vision
\nplan sponsored by the Company and who elects to continue coverage under such
\nhealth, dental, or vision plan (or to convert to an individual policy), at the
\ntime of the Eligible Employee’s termination of employment, the Company shall pay
\nthe portion of premiums for the Eligible Employee’s health, dental and\/or vision
\nplan coverage, including coverage for the Eligible Employee’s eligible
\ndependents, that the Company paid prior to the Eligible Employee’s termination
\nof employment for the same number of months as such Eligible Employee is
\nentitled to receive cash severance benefits as set forth in Section 1, above.\n<\/p>\n<\/p>\n

3.<\/strong> COBRA Continuation Coverage. <\/strong>Each
\nEligible Employee who is enrolled in a health, dental, or vision plan sponsored
\nby the Company may be eligible to continue coverage under such health, dental,
\nor vision plan (or to convert to an individual policy) at the time of the
\nEligible Employee’s termination of employment under the Consolidated Omnibus
\nBudget Reconciliation Act of 1985 (“COBRA”). The Company will notify the
\nEligible Employee of any such right to continue such coverage at the time of
\ntermination pursuant to COBRA. No provision of this Plan will affect the
\ncontinuation coverage rules under COBRA, except that the Company’s payment, if
\nany, of applicable insurance premiums pursuant to Section 2, above, will be
\ncredited as payment by the Eligible Employee for purposes of the Eligible
\nEmployee’s payment required under COBRA. Therefore, the period during which an
\nEligible Employee may elect to continue the Company’s health, dental, or vision
\nplan coverage at his or her own expense under COBRA, the length of time during
\nwhich COBRA coverage will be made available to the Eligible Employee, and all
\nother rights and obligations of the Eligible Employee under COBRA (except the
\nobligation to pay insurance premiums pursuant to Section 2, above) will be
\napplied in the same manner that such rules would apply in the absence of this
\nPlan. Following the expiration of the period that the Company is obligated to
\npay an Eligible Employee’s insurance premiums pursuant to Section 2 following
\nthe Eligible Employee’s termination of employment, the Eligible Employee will be
\nresponsible for the entire payment of premiums required under COBRA for the
\nduration of the COBRA period. For purposes of this Section 3, (i) references to
\nCOBRA shall be deemed to refer also to analogous provisions of state law and
\n(ii) any applicable insurance premiums that are paid by the Company shall not
\ninclude any amounts payable by an Eligible Employee under an Internal Revenue
\nCode Section 125 health care reimbursement plan, which amounts, if any, are the
\nsole responsibility of the Eligible Employee.<\/p>\n<\/p>\n

4.<\/strong> Other Employee Benefits. <\/strong>All other
\nbenefits (such as life insurance, disability coverage, and pension plan
\ncoverage) terminate as of the Eligible Employee’s termination date (except to
\nthe extent that a conversion privilege may be available thereunder).<\/p>\n<\/p>\n

5.<\/strong> Reductions Pursuant to Section 3(c) of the Plan.
\n<\/strong>The severance benefits set forth in this Appendix 1 are subject to
\ncertain reductions under Section 3(c) of the Plan.<\/p>\n<\/p>\n

B.<\/strong> Eligible Employees Terminated Due to a Change of
\nControl. <\/strong>There are three (3) categories of Eligible Employees covered
\nin a Change of Control situation: Level I, Level II and Level III as hereinafter
\ndefined. Level I Eligible Employees are defined as those Company Executive
\nOfficers designated by the Compensation Committee as Level I Eligible Employees.
\nLevel II Eligible Employees are defined as those Non-Executive Company Officers
\ndesignated by the CEO as Level II Eligible Employees who report directly to the
\nCEO. Level III Eligible Employees are defined as those Non-Executive Company
\nOfficers and Department Managers designated by the CEO as Level III Eligible
\nEmployees who report either directly to the CEO or to Level II Eligible
\nEmployees. Designated Level I, II and III employees\/positions covered under the
\nPlan are set forth in the spreadsheet attached hereto as Appendix 3 together
\nwith detailed analysis of current status.<\/p>\n<\/p>\n

Pursuant to Section 3(a) of the Plan, each Level I, Level II and Level III
\nEligible Employee subject to an Involuntary Termination Without Cause or
\nConstructive Termination within 1 month prior to or 24 months following a Change
\nof Control shall receive the following:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n

1. <\/strong><\/p>\n<\/td>\n

\n

Cash Severance Payment.<\/strong> Level I, Level II and Level III
\nEligible Employees shall be entitled to cash severance payments up the Maximums
\nset forth in the table below.<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

EMPLOYEE<\/strong><\/p>\n

LEVEL<\/strong><\/p>\n<\/td>\n

\n

BASE<\/strong><\/p>\n

(NUMBER OF MO. BASE SALARY<\/p>\n

AFTER 1 YEAR<\/p>\n

TENURE)<\/p>\n<\/td>\n

\n

ACCELERATOR<\/strong><\/p>\n

(NUMBER OF MO. BASE SALARY ACCRUED PER EACH YR.<\/p>\n

OF ADDITIONAL TENURE<\/p>\n<\/td>\n

\n

MAXIMUM<\/strong><\/p>\n

YEARS TENURE<\/strong><\/p>\n

ACCELERATOR<\/p>\n

APPLIED<\/p>\n<\/td>\n

\n

MAXIMUM <\/strong><\/p>\n

MONTHS BASE SALARY<\/strong><\/p>\n

ACCRUAL<\/p>\n

ALLOWED<\/p>\n<\/td>\n<\/tr>\n

\n

Level I<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n

\n

1.25<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

Level II<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n

\n

1.00<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Level III<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n

\n

0.75<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of the table above:<\/strong><\/p>\n<\/p>\n

BASE is equal to the number of months of Base Salary the Eligible
\nEmployee shall accrue under the Plan as a cash severance benefit upon completion
\nof one year of continuous employment with the Company. <\/strong><\/p>\n<\/p>\n

ACCELERATOR is equal to the number of months of additional Base
\nSalary that the Eligible Employee will accrue under the Plan for each additional
\nfull year of completed continuous employment with the Company subsequent to the
\nfirst year of continuous employment with the Company.<\/strong><\/p>\n<\/p>\n

MAXIMUM YEARS is equal to the maximum number of years that the
\nACCELERATOR will be applied under the Plan regardless of the number of years of
\nactual continuous employment with the Company.<\/strong><\/p>\n<\/p>\n

MAXIMUM MONTHS is equal to the maximum number of months of Base
\nSalary that the Eligible Employee will be entitled to accrue as a cash severance
\nbenefit under the Plan regardless of the Eligible Employee’s<\/strong>
\ntotal<\/strong> number of years of continuous employment with the
\nCompany.<\/strong><\/p>\n<\/p>\n

Partial months of employment shall not be taken into account in calculating
\nthe amount of any such severance benefit nor shall service provided as an
\nindependent contractor or as an employee of an entity or other business unit
\nprior to such entity’s or other business unit’s acquisition by the Company or an
\naffiliate of the Company be taken into account in calculating the amount of any
\nseverance benefit. A break in continuous employment of whatever duration shall
\ncause the loss of all completed months of continuous employment prior to such
\nbreak.<\/p>\n<\/p>\n

For purposes of calculating Plan benefits under this Section 2, “Base Salary”
\nshall mean the Eligible Employee’s base pay (excluding incentive pay, premium
\npay, commissions, overtime, bonuses, profit sharing and any and all other forms
\nof variable compensation), at the rate in effect during the last regularly
\nscheduled payroll period immediately preceding the Eligible Employee’s Change of
\nControl termination. No Eligible Employee shall be entitled to receive more than
\n24 months of Base Salary under the Plan for a Change of Control termination.\n<\/p>\n<\/p>\n\n\n\n\n
\n

2. <\/strong><\/p>\n<\/td>\n

\n

Additional Severance Benefits.<\/strong> With respect to an Eligible
\nEmployee who is enrolled in a health, dental, or vision plan sponsored by the
\nCompany and who elects to continue coverage under such health, dental, or vision
\nplan (or to convert to an individual policy), at the time of the Eligible
\nEmployee’s termination of employment, the Company shall pay the portion of
\npremiums for the Eligible Employee’s health, dental and\/or vision plan coverage,
\nincluding coverage for the Eligible Employee’s eligible dependents, that the
\nCompany paid prior to the Eligible Employee’s termination of employment as
\nfollows: Level I shall receive a continuation of benefits (as in effect
\nimmediately prior to termination) for up to a maximum of 24 months; Level II
\nshall receive continuation of benefits (as in effect immediately prior to
\ntermination) for up to a maximum of 15 months; Level III shall receive
\ncontinuation of benefits (as in effect immediately prior to termination) for up
\nto a maximum of 9 months. Designated Level I, II and III Eligible Employees
\nbenefit status is set forth in the spreadsheet attached hereto as Appendix 3.\n<\/p>\n<\/td>\n<\/tr>\n

\n

3. <\/strong><\/p>\n<\/td>\n

\n

Stock Option Accelerated Vesting.<\/strong> The vesting and
\nexercisability of unvested stock options held by an Eligible Employee that are
\noutstanding as of the Eligible Employee’s termination date, beginning with the
\nearliest unvested installments, shall be accelerated in the following
\npercentages:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n

EMPLOYEE<\/strong><\/p>\n

LEVEL<\/strong><\/p>\n<\/td>\n

\n

BASE<\/strong><\/p>\n

(PERCENTAGE<\/p>\n

OF UNVESTED STOCK OPTIONS ACCELERATED<\/p>\n

AFTER 1 YEAR<\/p>\n

TENURE)<\/p>\n<\/td>\n

\n

ACCELERATOR<\/strong><\/p>\n

(PERCENTAGE OF UNVESTED STOCK OPTIONS ACCELERATED PER EACH YR.\n<\/p>\n

OF ADDITIONAL TENURE)<\/p>\n<\/td>\n

\n

MAXIMUM<\/strong><\/p>\n

(TOTAL %<\/p>\n

OF UNVESTED STOCK OPTIONS ALLOWED TO BE ACCELERATED)<\/p>\n<\/td>\n<\/tr>\n

\n

Level I<\/p>\n<\/td>\n

\n

30%<\/p>\n<\/td>\n

\n

7.8%<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

Level II<\/p>\n<\/td>\n

\n

25%<\/p>\n<\/td>\n

\n

6.1%<\/p>\n<\/td>\n

\n

80%<\/p>\n<\/td>\n<\/tr>\n

\n

Level III<\/p>\n<\/td>\n

\n

20%<\/p>\n<\/td>\n

\n

4.4%<\/p>\n<\/td>\n

\n

60%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Partial months of employment shall not be taken into account in calculating
\nthe amount of any such accelerated vesting nor shall service provided as an
\nindependent contractor or as an employee of an entity or other business unit
\nprior to such entity’s or other business unit’s acquisition by the Company or an
\naffiliate of the Company be taken into account in calculating the amount of any
\naccelerated vesting. A break in continuous employment of whatever duration shall
\ncause the loss of all completed months of continuous employment prior to such
\nbreak.<\/p>\n<\/p>\n

Designated Level I, II and III Eligible Employees current stock option
\nvesting status is set forth in the spreadsheet attached hereto as Appendix 3.\n<\/p>\n<\/p>\n\n\n\n\n
\n

4. <\/strong><\/p>\n<\/td>\n

\n

COBRA Continuation Coverage. <\/strong>Each Eligible Employee who is
\nenrolled in a health, dental, or vision plan sponsored by the Company may be
\neligible to continue coverage under such health, dental, or vision plan (or to
\nconvert to an individual policy), at the time of the Eligible Employee’s
\ntermination of employment, under COBRA. The Company will notify the Eligible
\nEmployee of any such right to continue such coverage at the time of termination
\npursuant to COBRA. No provision of this Plan will affect the continuation
\ncoverage rules under COBRA, except that the Company’s payment, if any, of
\napplicable insurance premiums pursuant to Section 2, above, will be credited as
\npayment by the Eligible Employee for purposes of the Eligible Employee’s payment
\nrequired under COBRA. Therefore, the period during which an Eligible Employee
\nmay elect to continue the Company’s health, dental, or vision plan coverage at
\nhis or her own expense under COBRA, the length of time during which COBRA
\ncoverage will be made available to the Eligible Employee, and all other rights
\nand obligations of the Eligible Employee under COBRA (except the obligation to
\npay insurance premiums pursuant to Section 2, above) will be applied in the same
\nmanner that such rules would apply in the absence of this Plan. Following the
\nexpiration of the period that the Company is obligated to pay an Eligible
\nEmployee’s insurance premiums pursuant to Section 2 following the Eligible
\nEmployee’s termination of employment, the Eligible Employee will be responsible
\nfor the entire payment of premiums required under COBRA for the duration of the
\nCOBRA period. For purposes of this Section 4, (i) references to COBRA shall be
\ndeemed to refer also to analogous provisions of state law and (ii) any
\napplicable insurance premiums that are paid by the Company shall not include any
\namounts payable by an Eligible Employee under an Internal Revenue Code Section
\n125 health care reimbursement plan, which amounts, if any, are the sole
\nresponsibility of the Eligible Employee.<\/p>\n<\/td>\n<\/tr>\n

\n

5. <\/strong><\/p>\n<\/td>\n

\n

Other Employee Benefits. <\/strong>All other benefits (such as life
\ninsurance, disability coverage, and pension plan coverage) terminate as of the
\nEligible Employee’s termination date (except to the extent that a conversion
\nprivilege may be available thereunder).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6. <\/strong><\/p>\n<\/td>\n

\n

Reductions Pursuant to Section 3(c) of the Plan. <\/strong>The
\nseverance benefits set forth in this Appendix 1 are subject to certain
\nreductions under Section 3(c) of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The foregoing severance benefits are subject to such change as the Company,
\npursuant to Section 3(a) of the Plan, may determine in its sole and absolute
\ndiscretion. Any such change in severance benefits shall be set forth in a
\nrevised version of this Appendix 1.<\/p>\n<\/p>\n

Appendix 1 Adopted: March 26, 2007, as amended October 21, 2009.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

BroadVision, Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

By: \/s\/ Pehong Chen<\/u><\/em><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Pehong Chen<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

Title: Chairman, CEO, President and Interim CFO<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n<\/p>\n

APPENDIX 2<\/strong><\/p>\n

\n

EXPLANATION OF BETTER AFTER TAX RESULT
\nPROVISION<\/strong><\/p>\n

\n

A “better after tax result” provision permits an Eligible Employee to receive
\nthe full amount of his or her benefits following a Change of Control unless a
\nreduction in such benefits would yield a greater total benefit for the Eligible
\nEmployee, taking into account all applicable taxes including the golden
\nparachute payment excise tax. Therefore, the following two calculations are
\ndone:<\/p>\n<\/p>\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Assuming receipt of the full amount of the benefits the Eligible Employee is
\nentitled to receive pursuant to the Plan, a calculation is run to determine
\nwhether an excess parachute payment is triggered, the amount of any excise tax,
\nand the after tax benefit to the Eligible Employee.<\/p>\n<\/td>\n<\/tr>\n

\n

2.<\/p>\n<\/td>\n

\n

A calculation is run to determine to what extent the Eligible Employee’s
\nbenefits would need to be cut back in order to avoid the imposition of the
\nexcise tax and the amount of the after tax benefit to the Eligible Employee
\nfollowing the cut back.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Eligible Employee receives the larger of the two possible after tax
\nbenefit amounts, either the cut back amount (which avoids the imposition of the
\nexcise tax) or the unreduced amount (which is subject to the excise tax).<\/p>\n<\/p>\n

Example 1:<\/em> Assume the Eligible Employee’s average annual
\ncompensation paid by the Company over the last five years is $300,000. Assume
\nfurther that upon an Involuntary Termination without Cause following a Change of
\nControl, the Eligible Employee would receive $5,000 in insurance benefits,
\n$225,000 in severance payments, and $674,000 in stock option acceleration valued
\nin accordance with IRS proposed regulations. Assume further that the Eligible
\nEmployee has a marginal income tax rate of 50%. In this example, the Eligible
\nEmployee’s benefits payable pursuant to the Change of Control Severance Benefit
\nPlan have a value, for purposes of the 20% excise tax under Section 4999 of the
\nCode, of $904,000. Because $904,000 equals or exceeds three times the Eligible
\nEmployee’s average annual compensation ($900,000), the Eligible Employee is
\nsubject to the 20% excise tax under Section 4999 of the Code. In the absence of
\nthe better after tax results provision, upon receipt of the benefits described
\nabove, the Eligible Employee would pay income tax on the severance payment equal
\nto $112,500 (50% x $225,000) and excise tax of $120,800 (20% x ($904,000 –
\n$300,000)). (The excise tax is paid on the excess of the value of payments and
\nbenefits triggered by the Change of Control less the Eligible Employee’s average
\nannual compensation.)<\/p>\n<\/p>\n

However, if effect were given to a better after tax results provision, the
\nEligible Employee’s benefit would be cut back to provide the Eligible Employee
\nwith greater after tax benefits as follows: Instead of receiving $5,000 in
\nhealth insurance benefits, the Eligible Employee would receive $999 in health
\ninsurance benefits. As a result of the reduction in health insurance benefits,
\nthe Eligible Employee’s benefits payable pursuant to the Change of Control
\nSeverance Benefit Plan would have a value for excise tax purposes of $899,999,
\nwhich would not equal or exceed three times the Eligible Employee’s average
\nannual compensation and the Eligible Employee would not be subject to the 20%
\nexcise tax. In this example, the $4,001 cut back of health insurance benefits
\npayable to the Eligible Employee saved $120,800 in excise tax. It also would be
\npossible to reduce cash severance, instead of health benefits, by the same
\namount and achieve the same result.<\/p>\n<\/p>\n

Example 2: <\/em>Assume the same facts as in Example 1, but the value of
\nthe severance payments due to the Eligible Employee is $700,000 instead of
\n$225,000. In this example, the Eligible Employee’s benefits payable pursuant to
\nthe Change of Control Severance Benefit Plan are valued for excise tax purposes
\nat $1,379,000. Because $1,379,000 equals or exceeds three times the Eligible
\nEmployee’s average annual compensation of $900,000, the Eligible Employee is
\nsubject to the 20% excise tax of $215,800 (20% x ($1,379,000 – $300,000)). If
\nthe Eligible Employee’s benefits were cut back, the Eligible Employee would
\navoid the $215,800 excise tax but also would forfeit $5,000 in health insurance
\nbenefits and $474,001 in severance payments. Pursuant to the better after tax
\nresults provision, the Eligible Employee would receive all of the benefits
\npayable under the Change of Control Severance Benefit Plan and pay the excise
\ntax because that will put the Eligible Employee in a better after tax position.\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

APPENDIX 3<\/strong><\/p>\n

\n

CHANGE OF CONTROL DESIGNATED ELIGIBLE
\nEMPLOYEES<\/strong><\/p>\n

\n

SEVERANCE BENEFITS<\/strong><\/p>\n

\n

[insert spreadsheet]<\/p>\n

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