EX-99.(A)(11) 12 a2046324zex-99_a11.txt EXHIBIT 99.(A)(11) Exhibit (a)(11) [Materials used in Webcast Presentation] 2001 STOCK OPTION EXCHANGE PROGRAM SCOTT NEELY APRIL 2001 PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Today's Topics ------------------------------------------------------------------------------- - Why We're Here - Stock Option Exchange Program - Highlights - Impact on Focal Option Grants - How to Participate - Things to Consider - Key Dates BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Why We're Here ------------------------------------------------------------------------------- We're here today to - Address the decline in value of stock options - Discuss our solution and its impact - Review the process to participate - Tell you how to get your questions answered BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved The Solution ------------------------------------------------------------------------------- 2001 Stock Option Exchange Program BroadVision is offering eligible employees the opportunity to exchange their underwater options for replacement options UNDERWATER: The exercise price is higher than the current stock price BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Option Exchange Program Overview ------------------------------------------------------------------------------- - Voluntary one-for-one stock option exchange - Cancel underwater option on May 25, 2001 and receive Replacement Option on Nov. 27, 2001 - Applies to any underwater option - Excluding options issued in Neuer Markt offering BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Option Exchange Program Overview ------------------------------------------------------------------------------- - Exercise price of Replacement Option is set on Nov 27, 2001 - Replacement Option vests monthly over four years starting May 1, 2001 - Tax Status of Replacement Options generally same as cancelled options BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Eligibility ------------------------------------------------------------------------------- - Any employee with underwater options - Must be continuously employed from Option Cancellation Date (May 25, 2001) through Replacement Option Grant Date (Nov. 27, 2001) - If you leave BroadVision - BEFORE the Option Cancellation Date, you cannot exchange your options - AFTER the Option Cancellation Date but BEFORE the Replacement Option Grant Date, you won't receive a Replacement Option and your cancelled options won't be reinstated. - Employees in Sweden can't participate BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved How the Exchange Program Works ------------------------------------------------------------------------------- - Employees must make election to exchange underwater options by 5:00 p.m. PDT on May 25, 2001 - This is the Option Cancellation Date - Elections to exchange will be effective on the Option Cancellation Date - Replacement Options will be granted on Nov 27, 2001 - This is the Replacement Option Grant Date BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Example ------------------------------------------------------------------------------- - Jason's hire date: Sep 10, 2000 - His original Stock Option: 1000 shares at $25/share - Hypothetical Stock Price on Cancellation Date: $5/share - Hypothetical Stock Price on Replacement Grant Date: $10/share - Replacement Grant: 1,000 shares at $10/share with 10-year term [Graphic of double-sided arrow representing a timeline]
Sept. 10, 2000 May 25, 2001 option at $25/share (Option Cancellation Date) (Replacement Grant Date) ------------------- -------------------------- ------------------------ Sept. 10, 2000 Replacement Option option is for 1,000 shares underwater and granted at $10/share cancelled
BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Vesting ------------------------------------------------------------------------------- - Replacement Options have a shortened vesting period - 4 years/48 months vs. 5 years/60 months - Vesting starts May 1, 2001 - No cliff-vesting (unless start date was after November 2000) - Vesting may vary outside US - Vesting from cancelled underwater option is lost - Replacement Option is not credited with vesting under cancelled option BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Vesting Depends on Date of Hire ------------------------------------------------------------------------------- - If you were hired before December 2000, your Replacement Option will be six months vested (6/48) when it's granted - If you were hired after November, 2000, your Replacement Option will "cliff vest" on the 1st of the month of the first anniversary of your date of hire - Your Replacement Option won't first vest until your cancelled New Hire option would have first vested - Vesting measured from May 1, 2001 BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Replacement Option Vesting for Employees Hired BEFORE Dec 2000 ------------------------------------------------------------------------------- [Graphic of double-sided arrow representing a timeline] Oct. 5, 2000 May 1, 2001 May 25, 2001 Oct. 1, 2001 Nov. 27, 2001 May 1, 2002 May 1, 2005 Hire Date/ Vesting Begins Option New Hire Replacement 12/48 vested fully vested Grant Date for Replacement Cancellation Option First Grant Date and Deferred Date Vesting Options Period Ends
BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Replacement Options Vesting for Employees Hired AFTER Nov 2000 ------------------------------------------------------------------------------- [Graphic of double-sided arrow representing a timeline] Dec. 15, 2000 May 1, 2001 May 25, 2001 Nov. 27, 2001 Dec. 1, 2001 May 1, 2002 May 1, 2005 Hire Date and Vesting Begins Option Replacement First Anniversary 12/48 vested fully vested Grant Date for Replacement, Focal Cancellation Grant Date and end of and Deferred Focal Date waiting period Options 7/48 vested
BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Six-Month Rule ------------------------------------------------------------------------------- No option may be granted within six months before or after the cancellation of an option. - Replacement Option Grant Date is six months and two days after the Option Cancellation Date. - If you participate in the Option Exchange Program, you must exchange any other option granted to you during the six months before or after the Option Cancellation Date WHETHER OR NOT IT IS UNDERWATER BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Example ------------------------------------------------------------------------------- - Stella was granted two options: - New Hire Option in 2/00 at $49/share - Promotional Option in 1/01 at $9/share - Stella elects to exchange her New Hire Option - Because Promotional Option was granted within 6 months of May 25, 2001, she must also exchange the Promotional Option [Graphic of double-sided arrow representing a timeline] Feb. 2000 Nov. 25, 2000 Jan. 2001 May 25, 2001 Nov. 27, 2001 New Hire Option Promotion Option (Option (Replacement Option ELECT to exchange MUST be exchanged Cancellation Grant Date) Date)
BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved How Are My Focal Grants Affected? ------------------------------------------------------------------------------- - Focal Stock Option will be GRANTED on May 25, 2001 for recipients who don't cancel any underwater option - Exercise price for Focal Options will be Fair Market Value of BVSN on May 25, 2001, the Option Cancellation Date - Focal Stock Option Grant will be DEFERRED to Nov 27, 2001 if recipient elects to cancel any underwater option - Must be employed on Nov 27, 2001 to receive Deferred Focal Grant BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Focal Options ------------------------------------------------------------------------------- - Focal Options and Deferred Focal Options will vest in monthly installments over four years beginning May 1, 2001 - Deferred Focal Option will be six months vested when it's granted on Nov 27, 2001 - Exception for employees hired after Nov 2000 (one-year waiting period) BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved How to Participate ------------------------------------------------------------------------------- - Read the materials on the website, optionexchange.broadvision.com\home, and your option summary which will be sent the week of April 15, 2001 - Complete & submit the on-line election form on or before the Option Cancellation Date, May 25, 2001 at 5:00 pm PDT - Submit even if you're not exchanging any options - You may change your election as many times as you want up to the deadline - Failure to make an election before the deadline results in no option exchange - You can't change your election after the deadline BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Things to Consider ------------------------------------------------------------------------------- - If you choose to participate - Your options must be underwater - Your Replacement Option will have a four-year vesting period, and your current vesting will be lost - Your Focal Option, if any, will be deferred until Nov 27, 2001 - The price of your Replacement Option and any Deferred Focal Option won't be known until Nov 27, 2001 BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Things to Consider ------------------------------------------------------------------------------- - BroadVision employees and management can't advise you on whether or not you should exchange underwater options - Participation is solely up to you - Check with your financial and tax advisors BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Key Dates ------------------------------------------------------------------------------- - May 1, 2001 - Vesting Commencement Date for Replacement Options, Focal Options & Deferred Focal Options - May 25, 2001 - 5:00 pm PDT - deadline for submitting Option Exchange Election - Option Cancellation Date - Grant Date for Focal Options other than Deferred Focal Options - November 27, 2001 - Grant date for Replacement Options & Deferred Focal Option Grants BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved Questions ------------------------------------------------------------------------------- - optionexchange.broadvision.com/home is our website where you can find the materials relating to to the Option Exchange Program - Use your Option Summary that is being mailed to you. - If you have questions that haven't been answered during this presentation, please refer to the Q&A page on the website BROADVISION PROPRIETARY & CONFIDENTIAL Copyright(C) BroadVision 2001. All rights reserved