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Exhibit 10.32
June 27, 1997
Dear Messrs. Mandelkern and Wynn:
For consideration given and intending to be legally bound, in addition to the
transactions contemplated in that certain Series S Convertible Preferred Stock
Purchase Agreement and Ancillary Agreements (as defined therein), dated of even
date herewith, Norwest Equity Partners, V and Advanced Technology Ventures IV
hereby agree that upon such date that David Mandelkern and Pardner Wynn (each, a
"Founder") are involuntarily terminated (with reference to Section 1(a)(iii) of
that certain Stock Restriction Agreement, dated of even date herewith), such
Founder shall receive from Docent, Inc. (the "Company"" upon the date of such
termination, notwithstanding any additional benefits to which the Founder is
eligible, the following severance benefits: six (6) months of salary and health
benefits at the same salary rate and health benefit coverage that such Founder
was earning, or was entitled to earn, on the date of termination. In addition,
the Company shall forgive that portion of a loan to Mr. Mandelkern from the
Company that is in connection with any debt owed by such Founder to the Company
that was incurred for the Founder's purchase of shares of the Company's stock
that are vested on the date of termination.
Norwest and Advanced hereby warrant, covenant and agree that their, their
assignees' and/or their successors' delegatees, respectively, who serve on the
Company's Board of Directors at the times of such involuntary termination, shall
vote to implement the terms of this agreement and shall assure that such
severance benefits are paid to the Founders.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
NORWEST EQUITY PARTNERS, V
By: /s/ Kevin Hall
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Title: Partner
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ADVANCED TECHNOLOGY VENTURES IV
By: /s/ Jos C. Henkens
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Title: General Partner
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