Docent Inc. Employment Offer Letter to Malcolm Hobbs (Senior Vice President of Marketing)

Summary

Docent Inc. offers Malcolm Hobbs the position of Senior Vice President of Marketing, reporting to the CEO. The offer includes a $225,000 base salary, $75,000 variable compensation, a $15,000 signing bonus (subject to repayment if he leaves within a year), and eligibility for benefits and stock options. Employment is at-will, meaning either party can end it at any time. Malcolm must sign a Proprietary Information and Inventions Agreement and confirm he is legally able to work in the U.S. The offer is valid for two business days and supersedes any prior agreements.

EX-10.31 3 dex1031.txt OFFER OF EMPLOYMENT TO MALCOLM HOBBS Exhibit 10.31 July 2, 2001 Malcolm Hobbs 2151 Camino de los Robles Menlo Park, CA 94025 Dear Malcolm: I am pleased to extend an offer of employment to you for the position of Senior Vice President of Marketing for the Docent Inc. reporting directly to Dave Ellett, Chief Executive Officer and Chairman of the Board, on the terms described below. You will work at our facility located at 1030 West Maude Avenue, Sunnyvale, CA. This offer is valid for two business days. Your anticipated start date will be July 16, 2001. Your annual target compensation at 100% achievement will be $300,000. Your target compensation will be comprised of an annual base salary of $225,000 and an annual variable compensation of $75,000 at 100% achievement. Docent will also pay you a $15,000 signatory bonus payable in your first payroll as a Docent employee. This signatory bonus must be repaid to the company on a prorated basis if you voluntarily terminate your employment before your one year anniversary with the company. If your employment is terminated by the company for any reason other than for cause during your first year of employment, you will receive a severance payment equal to 50% of your annual base salary at the time of your termination. You will be eligible to participate in Docent's standard benefit plans, which currently include medical, dental, vision, long-term disability and term life insurance; 401(k) plan; flexible spending plan, vacation of three weeks per year up to a maximum accrual of four weeks and holidays. Details about these benefit plans are available for your review. Docent may modify benefits from time to time as it deems necessary. Subject to approval by the Board of Directors, you will be granted an incentive stock option for the purchase of up to 300,000 shares of Docent common stock with an exercise price equal to the fair market value of Docent common stock on the date of grant as determined by the Board of Directors. This option will be granted pursuant Malcolm Hobbs July 2, 2001 Page 2 to the Docent 2000 Omnibus Equity Incentive Plan and will be subject to vesting over four years as follows: 1/4 vests after 12 months of service, 1/48 vests each month of service thereafter. As a condition of your employment, you agree to sign Docent's Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of Docent proprietary information. This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with Docent. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. Further, by signing below and indicating your acceptance of this offer, you represent that you may legally work in the United State of America and agree to provide the necessary supporting documentation. As a Docent employee, you will be expected to abide by Docent rules and regulations as outlined in the Docent Employee Handbook. This letter confirms your representations to us that: (i) you are not a party to any employment agreement or other contract or arrangement that prohibits your full-time employment with Docent, (ii) you will not disclose any trade secrets or confidential information of any third party to Docent, and (iii) you do not know of any conflict that would restrict your employment with Docent. Your employment with Docent is entered into voluntarily. As a result, you may terminate your employment with Docent at any time and for any reason simply by notifying Docent. Likewise, Docent may terminate your employment at any time and for any reason, with or without cause or advanced notice. This at-will employment relationship cannot be changed except in a writing signed by an officer of Docent. Malcolm, I look forward to having you join the executive team at Docent. If you wish to accept this employment offer under the terms described above, please sign, date and confirm your start date below and return a copy to me by July 9, 2001. Malcolm Hobbs July 2, 2001 Page 3 I look forward to your favorable reply and to a long and prosperous work relationship. Sincerely, Eric N. Campbell Vice President of Human Resources Accepted: Date: ----------------------------------- ---------------- Malcolm Hobbs Start Date: ---------------------