Software & Programming

BROADVISION, INC.

CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

Section 1.                                          INTRODUCTION.

The BroadVision, Inc. Change of Control Severance Benefit Plan (the Plan) was established effective May 22, 2003.  The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of BroadVision, Inc. (the Company) whose employment with the Company is terminated under specified circumstances following a Change of Control.  Except as provided in clause (ii) of Section 4(b) below, this Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company.  This Plan document also is the Summary Plan Description for the Plan.

Section 2.                                          DEFINITIONS.

For purposes of the Plan, the following terms are defined as follows:

(a)                                  Annual Target Bonus means the Eligible Employees target cash bonus.

(b)                                  Base Salary means the Eligible Employees annual base salary.

(c)                                  Board means the Board of Directors of the Company.

(d)                                  Change of Control means the occurrence in a single transaction or in a series of related transactions of any one or more of the following events:

(i)                                    any person (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Companys then outstanding securities other than by virtue of a merger, consolidation or similar transaction; provided, however, that there shall be excluded from the foregoing any person who owns, as of the effective date of the Plan, securities of the Company representing more than fifteen percent (15%) of the combined voting power of the Companys then outstanding securities;

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

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

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

Once a Change of Control has occurred, no future events will constitute a Change of Control for purposes of the Plan.

(e)                                  Company means BroadVision, Inc. or, following a Change of Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.

(f)                                    Constructive Termination means an Eligible Employees voluntary termination of employment after one of the following events (excluding clause (i) for Eligible Employees in Level IV) occurs without the Eligible Employees express written consent:

(i)                                    a substantial reduction in the Eligible Employees duties or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change of Control; provided, however, that it shall not be a Constructive Termination if the Company is retained as a separate legal entity or business unit following the effective date of the Change of Control and the Eligible Employee holds the same position in such legal entity or business unit as the Eligible Employee held before the effective date of the Change of Control;

(ii)                                a material reduction by the Company in the Eligible Employees annual base salary, as in effect on the effective date of the Change of Control or as increased thereafter;

(iii)                            any failure by the Company to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which the Eligible Employee was participating immediately prior to the effective date of the Change of Control (hereinafter referred to as Benefit Plans), or the taking of any action by the Company that would adversely affect the Eligible Employees participation in or reduce the Eligible Employees benefits under the Benefit Plans or deprive the Eligible Employee of any fringe benefit that he or she enjoyed immediately prior to the effective date of the Change of Control; provided, however, that a Constructive Termination shall not be deemed to have occurred if the Company provides for the Eligible Employees participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans;

(iv)                               a relocation of the Eligible Employees business office to a location more than fifty (50) miles from the location at which the Eligible Employee performed

BROADVISION, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN

Section 1.                                          INTRODUCTION.

The BroadVision, Inc. Executive Severance Benefit Plan (the Plan) was established effective May 22, 2003.  The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of the BroadVision, Inc. (the Company) whose employment with the Company is involuntarily terminated.  This Plan shall supersede any severance benefit plan (except the Change of Control Severance Benefit Plan), policy or practice previously maintained by the Company.  This Plan document also is the Summary Plan Description for the Plan.

Section 2.                                          ELIGIBILITY FOR BENEFITS.

(a)                                  General Rules.  Subject to the requirements set forth in this Section, the Company will grant severance benefits under the Plan to Eligible Employees.

(i)                                    Definition of Eligible Employee.  For purposes of this Plan, an Eligible Employee is a regular hire employee of the Company (i) who (a) reports directly to the CEO of the Company (Group 1) or (b) is a Senior Vice President or the Vice President and Corporate Financial Controller of the Company and does not report directly to the CEO (Group 2), (ii) whose employment is terminated by the Company pursuant to an Involuntary Termination Without Cause or a reduction in force and (ii) who is notified by the Company in writing that he or she is eligible for participation in the Plan.  The determination of whether an employee is an Eligible Employee shall be made by the Company, in its sole discretion, and such determination shall be binding and conclusive on all persons.

(ii)                                Definition of Involuntary Termination Without Cause.  For purposes of this Plan, an Involuntary Termination Without Cause means an Eligible Employees involuntary termination of employment by the Company for a reason other than Cause.  Cause means the occurrence of any one or more of the following:

(1)                                 the Eligible Employees conviction of, or plea of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude;

(2)                                 the Eligible Employees attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company;

(3)                                 the Eligible Employees intentional, material violation of any contract or agreement between the Eligible Employee and the Company or any statutory duty the Eligible Employee owes to the Company;