BROADVISION, INC. Restricted Stock Bonus Agreement
BROADVISION,
INC.
2006
Equity Incentive Plan
Pursuant
to
the Restricted Stock Bonus Grant Notice ("Grant Notice") and this Restricted
Stock Bonus Agreement (collectively, the "Award") and in consideration of your
past services, BroadVision, Inc. (the "Company") has awarded you a stock bonus
under its 2006 Equity Incentive Plan (the "Plan") for the number of shares
of
the Company's Common Stock subject to the Award as indicated in the Grant
Notice. Defined terms not explicitly defined in this Restricted Stock Bonus
Agreement but defined in the Plan shall have the same definitions as in the
Plan.
The
details
of your Award are as follows:
1.
Vesting. Subject to the limitations
contained herein, your Award will vest as provided in the Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.
2.
Number of Shares. The number of shares subject to your Award may
be adjusted from time to time for adjustments in the stock subject to the Plan,
as provided in Section 11(a) of the Plan.
3.
Securities Law Compliance. You may not be issued any shares under
your Award unless the shares are either (a) then registered under the Securities
Act or (b) the Company has determined that such issuance would be exempt from
the registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will
not
receive such shares if the Company determines that such receipt would not be
in
material compliance with such laws and regulations.
4.
Right of Reacquisition.
(a) To
the extent provided in the Company's bylaws, as amended from time to time,
the
Company shall have the right to reacquire all or any part of the shares received
pursuant to your Award (a "Reacquisition Right").
(b) To
the extent
a Reacquisition Right is not provided in the Company's bylaws, as amended from
time to time, the Company shall have a Reacquisition Right as to the shares
you
received pursuant to your Award that have not as yet vested in accordance with
the Vesting Schedule on the Grant Notice ("Unvested Shares") on the following
terms and conditions:
(i)
The Company, shall simultaneously with termination of your Continuous Service
automatically reacquire for no consideration all of the Unvested Shares, unless
the Company agrees to waive its Reacquisition Right as to some or all of the
Unvested Shares. Any such waiver shall be exercised by the Company by written
notice to you or your representative (with a copy to the Escrow Holder as
defined below) within ninety (90) days after the termination of your Continuous
Service, and the Escrow Holder may then release to you the number of Unvested
Shares not being reacquired by the Company. If the Company does not waive its
Reacquisition Right as to all of the Unvested Shares, then upon such termination
of your Continuous Service, the Escrow Holder shall transfer to the Company
the
number of shares the Company is reacquiring.
(ii)
The Company initially shall have the right to reacquire Unvested Shares for
no
monetary consideration (that is, for $0.00); provided, however, that the
Company's right to reacquire Unvested Shares for no monetary consideration
shall
lapse at a minimum rate of twenty percent (20%) of the total number of shares
subject to your Award per year over five (5) years from the Date of
Grant.
(iii)
If
your Award is not fully vested on the date of grant, the shares issued under
your Award shall be held in escrow pursuant to the terms of the Joint Escrow
Instructions attached to the Grant Notice as Attachment IV. You agree to execute
two (2) Assignment Separate From Certificate forms (with date and number of
shares blank) substantially in the form attached to the Grant Notice as
Attachment III and deliver the same, along with the certificate or certificates
evidencing the shares, for use by the escrow agent pursuant to the terms of
the
Joint Escrow Instructions.
(iv)
Subject to the provisions of your Award, you shall, during the term of your
Award, exercise all rights and privileges of a stockholder of the Company with
respect to the shares deposited in escrow. You shall be deemed to be the holder
of the shares for purposes of receiving any dividends which may be paid with
respect to such shares and for purposes of exercising any voting rights relating
to such shares, even if some or all of such shares have not yet vested and
been
released from the Company's Reacquisition Right.
(v)
If, from time to time, there is any stock dividend, stock split or other change
in the character or amount of any of the outstanding stock of the corporation
the stock of which is subject to the provisions of your Award, then in such
event any and all new, substituted or additional securities to which you is
entitled by reason of your ownership of the shares acquired under your Award
shall be immediately subject to the Reacquisition Right with the same force
and
effect as the shares subject to this Reacquisition Right immediately before
such
event.
5. Restrictive
Legends.
The
shares issued under your Award shall be endorsed with appropriate legends
determined by the Company.
6. Award
not a Service Contract.
Your
Award is not an employment or service contract, and nothing in your Award shall
be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company or an Affiliate, or on the part of the
Company or an Affiliate to continue your employment. In addition, nothing in
your Award shall obligate the Company or an Affiliate, their respective
stockholders, boards of directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company
or
an Affiliate.
7. Withholding
Obligations.
(a) At
the time
your Award is made, or at any time thereafter as requested by the Company,
you
hereby authorize withholding from payroll and any other amounts payable to
you,
and otherwise agree to make adequate provision for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the Company
or an Affiliate, if any, which arise in connection with your Award.
(b) Unless
the
tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to issue a certificate for such shares
or
release such shares from any escrow provided for herein.
8. Tax
Consequences. The
acquisition and vesting of the shares may have adverse tax consequences to
you
that may avoided or mitigated by filing an election under Section 83(b) of
the
Internal Revenue Code, as amended (the "Code"). Such election must be filed
within thirty (30) days after the date of your Award. YOU ACKNOWLEDGE THAT
IT IS
YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.
9. Notices.
Any notices provided for in your Award or the Plan shall be given in writing
and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided
to the Company.
10. Miscellaneous.
(a) The
rights
and obligations of the Company under your Award shall be transferable to any
one
or more persons or entities, and all covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by the Company's successors and
assigns. Your rights and obligations under your Award may only be assigned
with
the prior written consent of the Company.
(b) You
agree
upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes
or
intent of your Award.
(c) You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award and fully understand all provisions of your
Award.
11.
Governing Plan Document.
Your
Award is subject to all the provisions of the Plan, the provisions of which
are
hereby made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated
and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of your Award and those of the Plan, the provisions of the Plan
shall
control.
Joint
Escrow Instructions
____________
__, 200_
Corporate
Secretary
BroadVision,
Inc.
0000
Xxxxxxx Xxxx.
Redwood
City, CA 94063
Dear
Sir/Madam:
As
Escrow
Agent for both BroadVision, Inc., a Delaware corporation (the "Company"), and
the undersigned recipient of stock of the Company ("Recipient"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to
the
terms of that certain Restricted Stock Bonus Grant Notice (the "Grant Notice"),
dated __________, 200__ to which a copy of these Joint Escrow Instructions
is attached as Attachment IV, and pursuant to the terms of that certain
Restricted Stock Bonus Agreement ("Agreement"), which is Attachment I to the
Grant Notice, in accordance with the following instructions:
1.
In
the
event Recipient ceases to render services to the Company or an affiliate
of the
Company during the vesting period set forth in the Grant Notice, the Company
or
its assignee will give to Recipient and you a written notice specifying that
the
shares of stock shall be transferred to the Company. Recipient and the Company
hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said
notice.
2.
At
the
closing you are directed (a) to date any stock assignments necessary for
the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company.
3.
Recipient
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions
and
substitutions to said shares as specified in the Grant Notice. Recipient
does
hereby irrevocably constitute and appoint you as Recipient's attorney-in-fact
and agent for the term of this escrow to execute with respect to such securities
and other property all documents of assignment and/or transfer and all stock
certificates necessary or appropriate to make all securities negotiable and
complete any transaction herein contemplated.
4.
This
escrow shall terminate upon vesting of the shares or upon the earlier return
of
the shares to the Company.
5.
If
at the
time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to Recipient, you shall
deliver all of same to any pledgee entitled thereto or, if none, to Recipient
and shall be discharged of all further obligations hereunder.
6.
Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.
7.
You
shall
be obligated only for the performance of such duties as are specifically
set
forth herein and may rely and shall be protected in relying or refraining
from
acting on any instrument reasonably believed by you to be genuine and to
have
been signed or presented by the proper party or parties or their assignees. You
shall not be personally liable for any act you may do or omit to do hereunder
as
Escrow Agent or as attorney-in-fact for Recipient while acting in good faith
and
any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.
8.
You
are
hereby expressly authorized to disregard any and all warnings given by any
of
the parties hereto or by any other person or corporation, excepting only
orders
or process of courts of law, and are hereby expressly authorized to comply
with
and obey orders, judgments or decrees of any court. In case you obey or comply
with any such order, judgment or decree of any court, you shall not be liable
to
any of the parties hereto or to any other person, firm or corporation by
reason
of such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to
have
been entered without jurisdiction.
9.
You
shall
not be liable in any respect on account of the identity, authority or rights
of
the parties executing or delivering or purporting to execute or deliver the
Grant Notice or any documents or papers deposited or called for
hereunder.
10. You
shall
not be liable for the outlawing of any rights under any statute of limitations
with respect to these Joint Escrow Instructions or any documents deposited
with
you.
11. You
shall
be entitled to employ such legal counsel, including but not limited to Xxxxxx
Godward Kronish LLP, and other experts as you may deem necessary properly
to
advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation
therefor.
12. Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease
to
be Secretary of the Company or if you shall resign by written notice to each
party. In the event of any such termination, the Company may appoint any
officer
or assistant officer of the Company as successor Xxxxxx Agent and Recipient
hereby confirms the appointment of such successor or successors as his
attorney-in-fact and agent to the full extent of your appointment.
13. If
you
reasonably require other or further instruments in connection with these
Joint
Escrow Instructions or obligations in respect hereto, the necessary parties
hereto shall join in furnishing such instruments.
14. It
is
understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities, you may (but are
not
obligated to) retain in your possession without liability to anyone all or
any
part of said securities until such dispute shall have been settled either
by
mutual written agreement of the parties concerned or by a final order, decree
or
judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.
15. Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon personal delivery or upon deposit in any
United
States Post Box, by registered or certified mail with postage and fees
prepaid,
addressed to each of the other parties hereunto entitled at the following
addresses, or at such other addresses as a party may designate by ten (10)
days'
written notice to each of the other parties hereto:
Company: BroadVision,
Inc.
0000
Xxxxxxx Xxxx., 0xx
Xxxxx,
Xxxxx Xxxx.
Redwood
City, CA 94063
Attn:
Chief Financial Officer
Recipient:
Escrow
Agent: BroadVision,
Inc.
0000
Xxxxxxx Xxxx., 0xx
Xxxxx,
Xxxxx Xxxx.
Redwood
City, CA 94063
Attn:
Corporate Secretary
16. By
signing these
Joint Escrow Instructions you become a party hereto only for the purpose of
said
Joint Escrow Instructions; you do not become a party to the Grant
Notice.
[Remainder
of page intentionally left blank]
17. This
instrument
shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. It is understood and agreed that
references to "you" or "your" herein refer to the original Escrow Agent and
to
any and all successor Escrow Agents. It is understood and agreed that the
Company may at any time or from time to time assign its rights under the Grant
Notice and these Joint Escrow Instructions in whole or in part.
Very
truly yours,
BroadVision,
Inc.
By:
Recipient
Name
Escrow
Agent:
Assignment
Separate From Certificate
For
Value Received and pursuant to that certain Restricted Stock Bonus
Grant Notice and Restricted Stock Bonus Agreement (the "Award"),
hereby sells, assigns and transfers unto BroadVision, Inc., a Delaware
corporation ("Assignee") ________________________ (__________) shares of
the
common stock of the Assignee, standing in the undersigned's name on the books
of
said corporation represented by Certificate No. _____ herewith and do
hereby irrevocably constitute and appoint _____________________ as
attorney-in-fact to transfer the said stock on the books of the within named
Company with full power of substitution in the premises. This Assignment
may be
used only in accordance with and subject to the terms and
conditions of the Award, in connection with the reacquisition of shares of
Common Stock of the Corporation issued to the undersigned pursuant to the
Award,
and only to the extent that such shares remain subject to the Corporation's
Reacquisition Right under the Award.
Dated:
Signature:
