UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported):
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March
26, 2007
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BroadVision,
Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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000-28252
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94-3184303
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1600
Seaport Blvd, 5th
Floor, North Bldg, Redwood City, California
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94063
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant's
telephone number, including area code:
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(650)
331-1000
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______________________________________________
Former
name or former address, if changed since last report
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
1. Independent
Director Restricted Stock Grants
On
March 26,
2007, the
Board
of Directors of BroadVision, Inc. (the "Company") approved restricted
stock
grants ("Director
Grants")
under
the Company's 2006 Equity Incentive Plan to the Company's independent
directors
that are serving in that capacity as of immediately following the upcoming
Annual Meeting of the Company's stockholders (the "Annual Meeting").
The number
of shares to be included in each Director Grant is to be determined by
dividing
$16,000 ($20,000, in the case of the individual serving as the audit
committee
chairman as of immediately following the Annual Meeting) by the last
trading
price on the trading day immediately prior to the date of the Annual
Meeting as
quoted on the PinkSheets (or the closing bid price on such day, if no
sales were
reported), rounded down to the nearest whole share. Each
Director Grant will vest over a one-year period measured from the date
of the
Annual Meeting, with one quarter of the shares included in such Director
Grant
vesting on each of the dates that are three months, six months, nine
months and
twelve months from the Annual Meeting (each, a "Vesting
Date"),
so
long as the recipient continues to serve as a member of the Company's
board of
directors on such Vesting Date. The awards are subject to a restricted
stock
agreement substantially in the form attached hereto as Exhibit 10.1.
2. Severance
Benefit Plan
On
March 26,
2007, the Company's Board of Directors approved the Severance Benefit
Plan (the
"Plan") for certain eligible employees of the Company. The Plan provides
for the
payment of certain benefits to employees if (i) the employee has been
continuously employed by the Company for a period of one (1) year or
more; (ii)
the employee's employment is terminated by the Company pursuant to (a)
an
Involuntary Termination Without Cause or (b) Constructive Termination
within one
(1) month prior to or twenty-four (24) months following a Change of Control;
and
(iii) the employee is notified by the Company in writing that he or she
is
eligible for participation in the Plan. Such notification will include
details
of the level(s) of participation applicable to the Eligible Employee.
The
Company, in its sole discretion, will make determinations as to whether
employees are "Eligible Employees." The Company has made no such determinations
to date. Undefined capitalized terms in this description are defined
in the Plan, which is attached hereto as Exhibit 10.2 and incorporated
in its
entirety in this Item 5.02. The summary set forth in this Item 5.02
is qualified in its entirety by reference to the full text of the Plan.
The
Plan
provides for the following benefits:
No
change of control
Designated
Eligible Employees involuntarily terminated without cause shall receive a
cash severance benefit (in addition to certain other benefits as detailed
in the
Plan) in accordance with the Company's then current payroll practices
as
follows:
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EMPLOYEE
DESIGNATION
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BASE
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ACCRUAL/YR
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MAXIMUM
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CEO
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6.00
Mo.
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1.00
Mo/Yr.
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12.00
Mo.
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EVP
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3.00
Mo.
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0.50
Mo/Yr.
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6.00
Mo.
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SVP
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2.00
Mo.
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0.50
Mo/Yr.
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5.00
Mo.
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VP
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1.00
Mo.
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0.50
Mo/Yr.
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4.00
Mo.
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Director
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0.50
Mo.
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0.42
Mo./Yr.
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3.00
Mo.
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Manager
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0.50
Mo.
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0.25
Mo./Yr.
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2.00
Mo.
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Employee
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0.50
Mo.
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0.08
Mo./Yr.
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1.00
Mo.
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Change
of control
There
are
three (3) categories of Eligible Employees covered in a Change of
Control
situation: Level I, Level II and Level III as hereinafter defined.
Level I
Eligible Employees are defined as those Company Executive Officers
designated by
the Compensation Committee as Level I Eligible Employees. Level II
Eligible
Employees are defined as those Non-Executive Company Officers who
report
directly to the CEO and who are designated by the CEO as Level II
Eligible
Employees. Level III Eligible Employees are defined as those Non-Executive
Company Officers and Department Managers who report either directly
to the CEO
or to Level II Eligible Employees and who are designated by the CEO
as Level III
Eligible Employees.
Designated
Eligible Employees terminated shall receive a cash severance benefit (in
addition to certain other benefits as detailed in the Plan) in accordance
with
the Company's then current payroll practices as follows:
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EMPLOYEE
LEVEL
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BASE
(NUMBER OF MO. BASE SALARY AFTER 1 YEAR TENURE)
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ACCELERATOR
(NUMBER OF MO. BASE SALARY ACCRUED PER EACH YR. OF ADDITIONAL
TENURE)
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MAXIMUM
YEARS TENURE
ACCELERATOR
APPLIED
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MAXIMUM
MONTHS BASE SALARY ACCRUAL ALLOWED
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Level
I
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9
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1.25
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12
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24
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Level
II
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6
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1.00
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9
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15
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Level
III
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3
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0.75
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8
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9
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The
vesting and exercisability of unvested stock options held by an Eligible
Employee that are outstanding as of the Eligible Employee's termination
date,
beginning with the earliest unvested installments, shall be accelerated
according to the following chart:
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EMPLOYEE
LEVEL
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BASE
(PERCENTAGE OF UNVESTED STOCK OPTIONS ACCELERATED
AFTER 1
YEAR TENURE)
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ACCELERATOR
(PERCENTAGE
OF UNVESTED STOCK OPTIONS ACCELERATED PER EACH YR.
OF
ADDITIONAL TENURE)
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MAXIMUM
(TOTAL
%
OF
UNVESTED STOCK OPTIONS ALLOWED TO BE ACCELERATED)
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Level
I
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30%
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7.8%
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100%
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Level
II
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25%
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6.1%
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80%
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Level
III
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20%
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4.4%
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60%
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3. 2007
Employee Profit Sharing Plan
On
March 26,
2007, the Company's Board of Directors approved the Company's 2007
Employee
Profit Sharing Plan (the "2007 EPSP"). The terms of the 2007 EPSP
are summarized
on the framework document, that is attached hereto as Exhibit 10.3
and
incorporated in its entirety in this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BroadVision,
Inc.
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March
29, 2007
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By:
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/s/
Pehong Chen
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Name:
Pehong Chen
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Title:
President, Chief Executive Officer and Interim Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Form
of Restricted Stock Bonus Agreement under 2006 Equity Incentive
Plan
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| 10.2 |
BroadVision,
Inc. Severance Benefit Plan
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| 10.3 |
2007
Employee Profit Sharing Plan Framework
Document
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