Exhibit 10.45


 


DENDRITE
INTERNATIONAL, INC.

NEW HIRE
GRANT AUTHORIZATION

NOTICE
OF STOCK OPTION AWARD


 


Optionee’s Name and Address:


 


 


You have been granted an option (“Options”) to
purchase shares of Common Stock of Dendrite International, Inc. (the “Company”)
pursuant to the Dendrite International, Inc. New Hire Grant Authorization (the
“New Hire Plan”), subject to the terms and conditions of this Notice of Stock
Option Award (the “Notice”), and the attached Stock Option Agreement (the
“Option Agreement”), as follows:


 


	
  Date of
  Award

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number
  of Shares Subject to the Option (the “Shares”)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of
  Option:

  	
   

  	
  Non-Qualified
  Stock Options

  
	
   

  	
   

  	
   

  
	
  Option
  Expiration Date:

  	
   

  	
   

  



 


Basis of
Option Grant; Terms and Conditions Applicable to Option Award:


 


The options have been granted to the Optionee by
the Board of Directors of the Company under the New Hire Plan pursuant to
NASDAQ Manual Rule 4350(i).  The Options
are not granted under the Dendrite International, Inc. 1997 Stock Option Plan,
as amended (the “1997 Plan”).  However,
the same terms and conditions of the 1997 Plan as applicable to non-qualified
stock options awarded under the 1997 Plan shall equally apply to these Options,
except only as otherwise specifically set forth in this Notice.


 


Vesting
Schedule:


 


Subject to
limitations set forth in this Notice, the 1997 Plan and the Stock Option
Agreement, the Options shall become exercisable only as follows:


 


(i) twenty-five percent (25%) of the Options shall first become exercisable
on the first anniversary of date of grant and (ii) the remaining seventy-five
percent (75%) shall become exercisable pro rata over the following three (3)
year period, on a monthly basis, commencing on


 

















 


the
first anniversary of the date of grant and ending on the fourth anniversary of
the date of grant; provided  that, in no event shall any Option be
exercisable (a) for less than a whole share or (b) on or following the
expiration or termination of any Option pursuant to the other terms and conditions
of the Option Agreement or the 1997 Plan.


 


The Optionee
acknowledges receipt of a copy of the Option Agreement, the 1997 Plan, and a
prospectus with respect to the Options and the shares of Common Stock into
which the Options may be converted (the “Prospectus”) and represents that he or
she is familiar with the terms and provisions thereof and hereby accepts the
Options subject to all of the terms and provisions hereof and thereof. The
Optionee has reviewed this Notice, the 1997 Plan, the Option Agreement and the
Prospectus in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice, and fully understands all provisions of
this Notice, the Option Agreement, the 1997 Plan, and the Prospectus. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the administrators of the 1997 Plan upon any questions
arising under this Notice, the 1997 Plan or the Option Agreement. The Optionee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.


 


IN WITNESS
WHEREOF, the Company and the Optionee have executed this Notice and agree that
the Option is to be governed by the terms and conditions of this Notice,
including the terms and conditions of the 1997 Plan applicable to non-qualified
stock options as incorporated herein, and the Stock Option Agreement.


 


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: DENDRITE
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


NONQUALIFIED STOCK OPTION AGREEMENT

UNDER THE DENDRITE INTERNATIONAL, INC.

NEW HIRE OPTION GRANT AUTHORIZATION


 


THIS
AGREEMENT, made this      day of
                ,
          by and between Dendrite
International, Inc., a New Jersey corporation (the “Company”), and
                          
(the “Optionee”).


 


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Company desires to afford the Optionee the opportunity to acquire, or enlarge,
his ownership of the Company’s common stock, no par value per share (“Common
Stock”), so that he may have a direct proprietary interest in the Company’s
success; and


 


WHEREAS, the
Board of Directors of the Company has granted options to the Optionee under the
Dendrite International, Inc. New Hire Option Grant Authorization (the “New Hire
Plan”) pursuant to NASD Rule 4350(i) as an inducement essential to the
Optionee’s entering into an employment contract with the Company; and


 


WHEREAS, such
options shall be granted under the New Hire Plan and the same terms and
conditions of the 1997 Plan (as defined below) applicable to non-qualified
stock options awarded under the 1997 Plan shall equally apply to these options;


 


NOW,
THEREFORE, in consideration of the covenants and agreements herein contained,
the parties hereto hereby agree as follows:


 


1.                                       Grant of
Option.  Subject to the
terms and conditions set forth herein and in the New Hire Plan, and subject to
the terms and conditions as applicable to non-qualified options (including the
provisions relating to administration) set forth in the Dendrite International,
Inc. 1997 Stock Incentive Plan (“1997 Plan”), which are hereby incorporated
into this Agreement by reference, the Company hereby grants to the Optionee,
during the period commencing on the date of this Agreement and ending on the
close of business on the day of the tenth anniversary of the date hereof (the
“Termination Date”), the right and option (the right to purchase any one share
of Common Stock hereunder being an “Option”) to purchase from the Company, an
aggregate of        shares of Common
Stock (the “Option Shares”), at the price per share (the “Option Price”) and
subject to the vesting schedule all as set forth in the Notice of Stock Option
Award that accompanies this Agreement.


 


2.                                       Termination
of Employment.  Any
Options held by the Optionee upon termination of Optionee’s service as an
employee shall remain exercisable as follows:


 


(i)  If the Optionee’s termination of employment
is due to death, all unvested Options shall terminate on the date of death and
all vested Options shall be


 

















 


exercisable by
the Optionee’s designated beneficiary, or, if none, the person(s) to whom such
Optionee’s rights under the Option are transferred by will or the laws of
descent and distribution for 180 days following the date of death (but in no
event beyond the term of the Option), and shall thereafter terminate;


 


(ii)  If the Optionee’s termination of employment
is due to permanent disability (as determined by the Committee or the Board)
all unvested Options shall terminate on the date of termination and all vested
Options shall be exercisable for 180 days following such termination of service
(but in no event beyond the term of the Option), and shall thereafter
terminate;


 


(iii)  If the Optionee’s termination of employment
is for cause (as determined by the Committee or the Board), the Option shall
terminate upon such termination of Optionee’s service as an employee,
regardless of whether the Option was then exercisable; and


 


(iv)  If the Optionee’s termination of employment
is for any other reason, all unvested Options shall terminate on the date of
termination and all vested Options (to the extent exercisable as of the date of
termination) shall be exercisable for a period of 90 days following such
termination of employment (but in no event beyond the term of the Option), and
shall thereafter terminate.  An
Optionee’s status as an employee shall not be considered terminated in the case
of a leave of absence agreed to in writing by the Company (including, but not
limited to, military and sick leave); provided, that, such leave
is for a period of not more than 90 days or re-employment upon expiration of
such leave is guaranteed by contract or statute.


 


3.                                       Method of
Exercising Option. 
(a)  Options to the extent vested
and exercisable may be exercised, in whole or in part, by giving written notice
of exercise to the Company specifying the number of shares of Common Stock to
be purchased.  Such notice shall be
accompanied by the payment in full of a sum equal to the product of (A) the
number of shares of Common Stock to be purchased, times (B) the Option
Price.  Such payment shall be made:  (a) in cash, or (b) by surrender of shares
of Common Stock owned by the holder of the Option (including shares of Common
Stock otherwise receivable upon exercise of the Option), or (c) through
simultaneous sale through a broker of shares acquired on exercise, as permitted
under Regulation T of the Federal Reserve Board, or (d) through additional
methods prescribed by the Committee or the Board, or (e) by a combination of
any such methods.


 


(b)                                 At the time of
exercise, the Optionee shall pay to the Company such amount as the Company
deems necessary to satisfy its obligation to withhold federal, state or local
income or other taxes incurred by reason of the exercise or the transfer of
shares thereupon by tendering to the Company a check in the amount of such
withholding or by electing to have withheld upon exercise, shares of Common
Stock having a Fair Market Value equal to the amount of such tax withholding.


 

















 


4.                                       Issuance
of Shares.  As promptly
as practical after receipt of such written notification of exercise and full
payment of the Option Price and any required income tax withholding, the
Company shall issue or transfer to the Optionee the number of Option Shares
with respect to which Options have been so exercised (less shares withheld in
satisfaction of tax withholding obligations, if any), and shall deliver to the
Optionee a certificate or certificates therefor, registered in the Optionee’s
name.


 


5.                                       Company;
Optionee.  (a)  The term “Company” as used in this Agreement
with reference to employment shall include the Company and its Subsidiaries, as
appropriate.


 


(b)                                 Whenever the word
“Optionee” is used in any provision of this Agreement under circumstances where
the provision should logically be construed to apply to the beneficiaries, the
executors, the administrators, or the person or persons to whom the Options may
be transferred by will or by the laws of descent and distribution, the word
“Optionee” shall be deemed to include such person or persons.


 


6.                                       Forfeiture.  In consideration of the granting of Options
pursuant to this Agreement, the Optionee hereby agrees that notwithstanding
anything in this Agreement or in the terms and conditions of the 1997 Plan (as
incorporated herein by reference) to the contrary, in the event of:


 


(i) a serious breach of conduct by the
Optionee (including, without limitation, any conduct prejudicial to or in
conflict with the Company or its Subsidiaries, or any material breach by the
Optionee of any Company policy or any material breach by Optionee of the
obligations set forth in the Company’s employee handbook), or


 


(ii) a breach by the Optionee of any
employment agreement between the Optionee and the Company, or


 


(iii) a breach by the Optionee of any written
agreement not to compete with the Company or a breach by the Optionee of any
confidentiality agreement with the Company or a breach by the Optionee of any
covenant against soliciting Company employees,


 


then (a)  all outstanding Options granted to such
Optionee, in whole or in part, whether vested or not vested, shall be cancelled
and/or (b) if such conduct or activity occurs within one year following the
exercise of an Option, such Optionee shall be required to repay to the Company
any gain realized upon the exercise of such Options (with such gain valued as
of the date of exercise).  Such
cancellation or repayment obligation shall be effective as of the date
specified by the Committee or the Board. 
Any repayment obligation may be satisfied in Common Stock or cash or a
combination thereof (based upon the Fair Market Value of Common Stock on the
day prior to the date of payment) and the Committee or the Board is hereby
permitted and expressly authorized by the Optionee to offset against any future
payments owed by the Company or any Subsidiary to the Optionee (including any
salary, bonus, severance or other compensation) to satisfy the repayment
obligation.  The determination of
whether the Optionee has engaged in a serious breach of conduct or has breached
his or her employment agreement


 

















 


shall be determined by the
Committee or the Board in good faith. 
This Section 6 shall have no application following a Change in Control.


 


Optionee agrees to reimburse the Company for
all costs and expenses (including, without limitation, court costs and the
reasonable fees and expenses of attorneys) incurred by the Company in
connection with any action by the Company seeking to enforce this Section 6.


 


7.                                       Non-Transferability.  The Options are not transferable by the
Optionee other than to a designated beneficiary upon death or by will or the
laws of descent and distribution, and are exercisable during the Optionee’s
lifetime only by the Optionee.  No
assignment or transfer of the Options, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise (except to a
designated beneficiary, upon death, by will or the laws of descent and
distribution), shall vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon such assignment or transfer the Options shall
terminate and become of no further effect.


 


8.                                       Change in
Control.  Upon the
occurrence of a Change in Control, all Options shall automatically become
vested and immediately exercisable in full.


 


9.                                       Rights as
Shareholder.  The
Optionee or a transferee of the Options shall have no rights as shareholder
with respect to any Option Shares until he/she becomes the holder of record of
such shares, and no adjustment shall be made for dividends or distributions or
other rights in respect of such shares of Common Stock for which the record
date is prior to the date upon which the Optionee or transferee becomes the
holder of record thereof.


 


10.                                 Adjustments.  In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distribution to holders of Common
Stock other than regular cash dividends, the number or kind of shares subject
to Options under this Agreement may be adjusted by the Committee or the Board
as it shall in its discretion deem equitable and the number and kind of shares
subject to any outstanding Options granted hereunder and the purchase price
thereof may be adjusted by the Committee or the Board as it shall deem
equitable to preserve the value of such Options.


 


11.                                 Compliance with Law.  Notwithstanding any of the provisions
hereof, the Optionee hereby agrees not to exercise the Options, and that the
Company will not be obligated to issue or transfer any shares to the Optionee
hereunder, if the exercise hereof or the issuance or transfer of such shares
shall constitute a violation by the Optionee or the Company of any provisions
of any law or regulation of any governmental authority.  Any determination in this connection by the
Committee or the Board shall be final, binding and conclusive.  The Company shall in no event be obliged to
register any securities pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) or to take any other affirmative action to
cause the exercise of the Options or the issuance or transfer of shares
pursuant thereto to comply with any law or regulation of any governmental
authority.


 

















 


12.                                 Notice.  Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed, physically
delivered or electronically delivered (with verification of receipt) to the
party for whom it is intended at such address as may from time to time be
designated in a notice mailed, physically delivered or electronically delivered
(with verification of receipt) to the other party as herein determined; provided,
that, unless and until some other address be so designated, all notices
or communications by the Optionee to the Company shall be mailed, physically
delivered or electronically delivered (with verification of receipt) to the
Company at its principal executive office, to the Attention of the Office of General
Counsel
at            ;
e-mail
address              ,
and all notices or communications by the Company to the Optionee may be (1)
given to the Optionee personally, (2) mailed to the Optionee’s address as
recorded in the records of the Company or (3) electronically delivered to the
Optionee at the e-mail address issued to such Optionee by the Company or to the
Optionee’s fax number as recorded in the records of the Company.


 


13.                                 Nonqualified Stock Options.  The Options granted hereunder are not intended
to be incentive stock options within the meaning of Section 422 of the
Code.


 


14.                                 Binding Effect.  Subject to Section 5 hereof, this
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


15.                                 Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of New Jersey, without
giving effect to conflicts of laws principals.


 


16.                                 Venue and Jurisdiction; Waiver of
Jury Trial.  Any
claim brought by the Optionee arising out of or in connection with this
Agreement or the New Hire or 1997 Plan (as incorporated herein by reference),
the subject matter thereof, or the performance or non-performance of any
obligation thereunder (other than a counterclaim maintained by the Optionee in
an action originally brought by the Company), shall be brought in either the
state or federal courts located in the State of New Jersey.  The Optionee hereby irrevocably submits to
the jurisdiction of each of the state or federal courts located in the State of
New Jersey for the purposes of any suit, civil action or other proceeding
(“Suit”) arising out of or in connection with this Agreement or the New Hire or
1997 Plan, the subject matter thereof, or the performance or non-performance of
any obligation thereunder.  The Optionee
hereby waives and agrees not to assert by way of motion, as a defense or
otherwise in any such Suit, any claim that he or she is not subject to the
jurisdiction of the state or federal courts located in the State of New Jersey,
that such Suit is brought in an inconvenient forum, or that the venue of such
Suit is improper.  The Optionee hereby
consents to service of process by first-class mail with respect to any action
brought by the Company against the Optionee arising out of or in connection
with this Agreement or the New Hire or 1997 Plan.


 


THE
OPTIONEE HEREBY WAIVES ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT
OF OR IN CONNECTION WITH THE AGREEMENT OR THE NEW HIRE OR 1997 PLAN, THE
SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION
THEREUNDER.


 

















 


17.                                 1997 Plan.  The terms and provisions of the 1997 Plan,
as applicable to non-qualified options are incorporated herein by reference,
and the Optionee hereby acknowledges receiving a copy of the 1997 Plan.  Capitalized terms not defined in this
Agreement shall have the meaning ascribed to them as set forth in the 1997
Plan.  In the event of a conflict or
inconsistency between discretionary terms and provisions of the 1997 Plan as so
incorporated herein by reference and the express provisions of this Agreement,
this Agreement shall govern and control. 
In all other instances of conflicts or inconsistencies or omissions, the
terms and provisions of the 1997 Plan as incorporated herein shall govern and
control.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


 


 


	
  DENDRITE
  INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  NAME OF
  OPTIONEE:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  



 

















 


APPENDIX


 


Awards Granted Under
the New Hire Plan*


 


In 2003, the
Company granted sixteen non-executive employees a total of 97,000 stock options
with a base price of $12.79.  In 2002,
the Company granted six non-executive employees a total of 235,000 stock
options with a base price of $6.71.  In
2001, the Company granted Paul Zaffaroni, President and Chief Operating Officer
of the Company, 300,000 stock options with a base price of $9.62.  All stock options granted under the New Hire
Plan vest as follows: (i) twenty-five percent (25%) of the options become
exercisable on the first anniversary of date of grant and (ii) the remaining
seventy-five percent (75%) become exercisable pro rata over the following three
(3) year period, on a monthly basis, commencing on the first anniversary of the
date of grant and ending on the fourth anniversary of the date of grant;
provided that, in no event shall any option be exercisable following the
expiration or termination of the option.


 












* This Appendix does not
include information regarding grants made to individuals who are no longer
employees of the Company.