**Exhibit10.3**

**TRANSITIONAGREEMENT AND GENERAL RELEASE**

This Transition Agreementand General Release (the “Agreement”) confirms the following understandings andagreements between **DENDRITE INTERNATIONAL,INC.** (“Employer” or “Dendrite”), and **MARK CIEPLIK**(“Employee”) concerning Employee’s employment and the termination thereof.

1.             **EmploymentStatus**:

(a)           Except as otherwise expressly setforth below, and unless his employment is sooner terminated, Employee’s lastday of employment with the Company pursuant to the Employment Agreement by andbetween Employee and Employer dated June 9, 1997, as amended by Amendmentsdated May 16, 1999 and February 13, 2006 (the “Employment Agreement”) will be July31, 2006.  Employee will continue toreceive his base salary and benefits as set forth in Section 5 of hisEmployment Agreement through the earlier of the date he is terminated or July 31,2006 (the “Transition Date”).

(b)           After the Transition Date, Employeeshall continue to render services as Dendrite may reasonably request as setforth in paragraphs 3(b)(6) and 3(b)(7) of this Agreement.

(c)           Except as otherwise specifically setforth in this Agreement, after the Termination Date, Employee shall no longerbe entitled to any further compensation or any monies from the Company or anyof its affiliates or to receive any of the benefits made available to Employeeduring his employment at the Company.

(d)           Notwithstanding anything to thecontrary, nothing in this Agreement alters Employee’s status as an at willemployee, subject to paragraph 3 of this Agreement.

2.             **TransitionDuties**:   Employee agrees to remain an employee and to assistthe Company in the orderly transition of his responsibilities until the TransitionDate.  Employee specifically agrees that hewill continue to work on the response to Pfizer’s request for proposal (“RFP”)until the Transition Date and that he will use his best efforts to assist theCompany’s in winning the business related to the RFP.  In addition, Employee will work with Natasha Giordanoand Stu Thiede to develop and execute a transition plan.  As part of the transition of his duties,Employee may travel to Japan to meet with the President of Pfizer Japan and hisstaff.  Employee further agrees that priorto the Transition Date, he will comply with the policies and directives ofDendrite, devote his best efforts, skill and ability to promote the Company’sinterests, perform his services hereunder, and work with other employees of theCompany and its affiliates in a competent and professional manner and generallypromote the interests of the Company and its clients.

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3.             **Paymentsand Benefits**.

(a)           If Employee (i) signs this Agreement;(ii) does not revoke his signature (as set forth below in section 11); (iii) complieswith his obligations under this Agreement; (iv) re-executes this Agreement asset forth below in paragraph 12; and (v) does not revoke his re-execution, and(vi) is terminated from his employment by Dendrite for any reason other than Causeor Disability (as those terms are defined in the Employment Agreement) prior toJuly 31, 2006, the Employer shall only provide Employee with the severancepackage set forth in sections 4(b) and 4(c) of the Employment Agreement.  For the sake of clarity, if Employee resignsor is terminated by Dendrite for Cause, he will not be entitled to anyseverance payments or benefits under his Employment Agreement or any paymentsor benefits under paragraph 3 of this Agreement.

(b)           If Employee is employed by Employeras of July 31, 2006, and Employee complies with his obligations in paragraphs3(a)(i) — 3(a)(v) above, Employer shall provide Employee with the following transitionpackage:

(1)           The Company shall continue to payEmployee his base salary, less applicable withholding taxes and deductions,through January 31, 2007.  These paymentsshall be paid to Employee in accordance with the Company’s normal payrollpractices and will commence in the payroll period following the Company’sreceipt of Employee’s re-executed Agreement.

(2)           The Company shall pay Employee, forcalendar year 2006, a minimum bonus of $162,500, less applicable withholdingtaxes and deductions.  Such payment shallbe made to Employee on or prior to March 15, 2007.

(3)           Employee will remain eligible toparticipate in the 2006 Dendrite Management Incentive Plan (“MIP”) through June30, 2006, subject to the terms and conditions of the MIP.  Thereafter, Employee will no longer beeligible to participate in the MIP.

(4)           The Company will pay for Employee’scontinued health, life, and disability insurance coverage through July 31,2007, with Employee paying any applicable employee contributions, to the extentthat such continued coverage is permitted by the applicable insurance plans.  Dendrite may provide such continued coveragethrough COBRA, in its discretion.  TheCompany’s obligations under this paragraph, however, shall cease upon Employee’sbecoming eligible for another employer’s health plan.

(5)           Dendrite will reimburse Employee forup to $5,000 for costs associated with  the negotiation of this Agreement and his moveto Illinois incurred prior to July 31, 2007, subject to Dendrite’s relocationpolicy and provided that Employee provides Dendrite appropriate documentationand verification of such costs in accordance with its policies and further providedthat such costs are not eligible to be reimbursed by any future employer ofEmployee.

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(7)           In addition to the benefits set forthin paragraphs 3(b)(1) through 3(b)(5) above, if Dendrite is awarded at least50% of the services for which Pfizer issued the RFP (including End UserServices, Server Hosting (excluding Disaster Recovery), SFA Application &Maintenance, Data Services (excluding Data Warehouse) and Training, hereinafter“RFP Services”)as determined by Dendrite in its sole discretion, which shallnot be exercised in an arbitrary or capricious manner, then:

(i) For the periodJuly 31, 2006 through January 31, 2007, Employee will make himself available atreasonable times and as reasonably required to assist the Company in servicingPfizer and in the transition of his duties;

(ii) The bonus set forthabove in paragraph 3(b)(2), shall be paid to Employee in 2006 either as a lumpsum or pro-rata over the remaining 2006 payroll periods, as determined by theCompany in its sole discretion; and

(iii) Employeewill continue to vest in his stock options through January 31, 2007, subject tothe terms and conditions of his stock option agreements and the stock optionplan.

(8)           In addition to the benefits set forthin paragraph 3(b) of this Agreement, if Dendrite retains at least 80% of theRFP Services, as determined by Dendrite in its sole discretion, which shall notbe exercised in an arbitrary or capricious manner.  Employee shall receive an additional bonus of$162,500 for calendar year 2006, which shall be paid to Employee on or prior toMarch 15, 2007.  In addition to Employee receivinghis base salary set forth in paragraph 3(b)(1), the Company shall continue topay him his base salary in the same manner as set forth in paragraph 3(b)(1)for the period through July 31, 2007.  Basedon Employee’s agreement to extend the period to make himself available fortransition as set forth in paragraph 3(b)(6)(i) until July 31, 2007, Employee willcontinue to vest in his restricted stock and stock options through July 31,2007; subject to the terms and conditions of his restricted stock and stockoption agreements and the respective restricted stock and stock option plans.

(9)           Dendrite shall have the right, in itssole and absolute discretion, to accelerate any payments or vesting describedabove in paragraph 3(b).  In addition,Dendrite may, in its reasonable discretion, provide Employee with any of thepayments or benefits described above in paragraph 3(b) through any alternativemeans resulting in Employee’s receipt of substantially equivalent paymentsand/or benefits (*e.g.*, lump-sum payment instead ofpayment over time).

(10)         In the event of Employee’s death, hisestate shall receive the payments set forth in this Agreement on the same termsand conditions as set forth therein.  Inthe event that Employee dies before re-execution of the Agreement as set forthin sections 3 and 12, Employee’s estate must re-execute this Agreement onEmployee’s behalf in order to receive the payments in this Agreement.

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4.    **Full Release**:  In consideration of the compensation andbenefits provided in section 3 herein, Employee, for himself, his heirs,executors, administrator, successors, and assigns (hereinafter referred to asthe “Releasors”) hereby fully releases and discharges Employer, and itssubsidiaries, parents, affiliates, successors or assigns together with theirrespective officers, directors, employees, agents, insurers, underwriters (allsuch persons, firms, corporations and entities being deemed beneficiarieshereof and are referred to herein as the “Releasees”), from any and allactions, causes of action, claims, obligations, costs, losses, liabilities,damages, attorneys’ fees, and demands of whatsoever character, whether or notknown, suspected or claimed, which the Releasors have, or hereafter may have,against the Releasees by reason of any matter, fact or cause whatsoever fromthe beginning of time to the Effective Date of this Agreement, including,without limitation, all claims arising out of or in any way related to Employee’semployment or the termination of his employment.  To the best of its knowledge, Dendrite represents that it is unaware ofany claims it may have against Employee, and Employee represents that, to thebest of his knowledge, he is unaware of any conduct on his part that would giverise to any claims by Dendrite against him

All obligations,covenants, representations and rights of the parties set forth in thisAgreement shall be binding on the heirs, successors and assigns of the partiesand shall inure to the benefit of the parties’ respective heirs,administrators, successors and assigns.

Nothing containedin this Agreement shall impair any of Employee’s rights under the Company’s401(k) Plan which shall continue to be governed in accordance with the terms& conditions of such Plan.

5.    **Confidentiality**:  Employee agrees that the terms of thisAgreement have been and shall be held strictly confidential by him and hisattorneys and accountants, and that he shall not, and shall instruct hisattorneys and accountants not to disclose any such information, orally or inwriting, to anyone else, including without limitation, any past, present orfuture employee or agent of the Employer. Employee recognizes that, in the event he or his attorneys disclose anyinformation contrary to the confidentiality provisions of this Agreement, anysuch disclosure would be a material breach of the Agreement for which theEmployer shall be entitled to cease making any payments or providing anybenefits under section 3, in addition to its other remedies in law, equity, andunder this Agreement.  For the sake ofclarity, it shall not be a breach of this paragraph in the event that a thirdparty obtains the terms of this Agreement by virtue of Dendrite disclosing theterms of this Agreement in its public filings.

6.**    Return of Property**:  Upon termination of Employee’s employment orat any time upon the request of Employer, Employee agrees to return to Employerall property which Employee received, prepared or helped to prepare inconnection with his employment including, but not limited to, all confidentialinformation and all disks, notes, notebooks, blueprints, customer lists orother papers or material in any tangible media or computer readable formbelonging to Employer or any of its customers, clients or suppliers, Employeeagrees he will not retain any copies, duplicates or excerpts of any of theforegoing materials.  If Employee failsto comply with his obligations under this section 6, Employer will have noobligation to provide payments or benefits pursuant to section 3(a).

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7.    **Non-Disparagement:**Employee agrees that he will not at any time make any statements or communicateany information (whether oral or written) that disparages or reflectsnegatively on the Employer or any of the Releasees.

8.    **No Effect on Duties,Obligations or Restrictions Contained in Employment Agreement**:  This Agreement does not amend, modify, waiveor affect in any way Employee’s duties, obligations or restrictions undersections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21 and 22 of theEmployment Agreement.  In furtherconsideration of this Agreement, such Sections are hereby incorporated byreference and Employee agrees to abide by such provisions.  For purposes of clarification, the two-yearpost-employment restrictions set forth in section 11 of the EmploymentAgreement shall commence two years from the Transition Date.

9.    **Releasees’ Express Denialof Liability**:  The paymentby the Releasees of the amount specified herein above shall not be deemed anadmission that any liability of the Releasees exists, and in making suchpayment Releasees do not admit, and expressly deny, any liability.

10.  **Waiver of Rights UnderOther Statutes**:  Employeeunderstands that this Agreement includes the waiver of claims and rightsEmployee may have under other applicable statutes, including withoutlimitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of1991; the Employee Retirement Income Security Act; the Equal Pay Act; the RehabilitationAct of 1973; the Americans with Disabilities Act; the Age Discrimination inEmployment Act; the Family and Medical Leave Act; the New Jersey Family LeaveAct; the New Jersey Law Against Discrimination; the Fair Labor Standards Act;the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious EmployeeProtection Act, and any and all amendments to any of same.

11.  **Waiver of Rights Under theAge Discrimination Act**: Employee understands that this Agreement, and the release containedherein, waives claims and rights Employee might have under the AgeDiscrimination in Employment Act (“ADEA”). The monies and other benefits offered to Employee in this Agreement arein addition to any sums or benefits that Employee would be entitled withoutsigning this Agreement.  For a period ofseven (7) days following execution of this Agreement, Employee may revoke theterms of this Agreement by a written document received by Employer on or beforethe end of the seven (7) day period (the “Effective Date”).  The Agreement will not be effective untilsaid revocation period has expired. Employee acknowledges that he has been given up to twenty-one (21) daysto decide whether to sign this Agreement. Employee has been advised to consult with an attorney prior to executingthis Agreement.

12.  **Re-Execution**:  In order to be entitled to the payments andbenefits set forth in section 3 above, Employee must re-execute this Agreementon or after the Transition Date. Employee will again have the opportunity to consider for 21 days whetherto re-execute this Agreement.  If thisAgreement is not re-executed or is subsequently revoked as provided herein,Employer will not be obligated to make the payments and benefits set forth in paragraph3.  This in no way affects Employee’sprior release of claims under this Agreement. Within seven (7) days of re-executing this Agreement, Employee will havethe right to revoke such re-execution of

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this Agreement.  In the event Employee revokes hisre-execution of this Agreement, Employer will have no obligation to provide thepayments and benefits set forth in paragraph 3. By Employee’s re-execution of this Agreement, the release set forth inparagraphs 4, 10 and 11 shall be deemed to cover any claims which he has, mayhave had, or thereafter may have existing or occurring at any time on or beforethe date which he re-executes this Agreement.

13.  **No Suit**:  Employee represents that he has not filed orpermitted to be filed against the Employer or any of the other Releasees,individually or collectively, any lawsuits, and he covenants and agrees that hewill not do so at any time hereafter with respect to the subject matter of thisAgreement and claims released pursuant to this Agreement, except as may benecessary to enforce this Agreement or to challenge the validity of the releaseof his rights under the ADEA.  Except asotherwise provided in the preceding sentence, Employee will not voluntarilyparticipate in any judicial proceeding against any of the Releasees that in anyway involve the allegations and facts that he could have raised against any ofthe Releasees in any forum as of the date hereof.  Employee agrees that he will not encourage orcooperate with any other current or former employee of Employer or anypotential plaintiff to commence any legal action or make any claim against theEmployer or against the Releasees in respect of such persons employment withthe Employer or otherwise.

14.  **Remedies**:  In the event Employee breaches any of theprovisions of this Agreement (and in addition to any other legal or equitableremedy it may have), the Employer shall be entitled to cease making anypayments under paragraph 3, providing any benefits or other consideration toEmployee under paragraph 3 of this Agreement, recover any payments made toEmployee or on his behalf under paragraph 3 (except two weeks’ pay), andrecover the reasonable costs and attorneys’ fees incurred in seeking relief forany such alleged breach.  The remediesset forth in this paragraph 14 shall not apply to any challenge to the validityof the waiver and release of Employee’s rights under the ADEA.  In the event Employee challenges the validityof the waiver and release of his rights under the ADEA, then Employer’s rightto attorney’s fees and costs shall be governed by the provisions of the ADEA,so that Employer may recover such fees and costs if the lawsuit is brought byEmployee in bad faith.  Nothing hereinshall affect in any way any of Employee’s obligations under this Agreement,including, but not limited to, his release of claims under paragraphs 4, 10 and11.  Employee further agrees that nothingin this Agreement shall preclude Employer from recovering attorneys’ fees,costs or any other remedies specifically authorized under applicable law.

15.  **Cooperation/Non-Cooperation:**  Employee agrees to cooperate with Employerand its counsel in connection with any investigation, administrative proceedingor litigation relating to any matter in which he was involved or of which hehas knowledge as a result of his employment with Employer.  Employer agrees to reimburse Employee for thereasonable and necessary out-of-pocket expenses incurred by him in connectionwith his obligations under this paragraph 15. Employee further agrees that he will not encourage or cooperate orotherwise participate or confer with any current or former employee of theCompany or any of the Releasees, individually or collectively, or any potentialplaintiff, to commence any legal action or make any claim against the Companyor any of the Releasees with respect to such person’s employment with theCompany or its affiliates.

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16.  **Offset.**  Employee authorizes Employer to offset anymonies owed to Employer from any amount otherwise due under this Agreement.

17.  **Change in Control.**  In the event of a Change in Control (asdefined in the Amendment to the Employment Agreement), the successor companyshall be bound by the terms and conditions of this Agreement.

18.  **Communications**.                At Employee’s request, inresponse to any inquiries, Employer agrees to communicate to Dendrite’s andPfizer’s employees that the reason for Employee’s separation from Dendrite isso Employee can join his family in Illinois.

19.  **Entire Agreement**:  This Agreement sets forth the entireagreement between the parties relating to the subject matter hereof andsupersedes the Employment Agreement, the Amendment to the Employment Agreementdated May 26, 1999 and the Amendment to the Employment Agreement dated February13, 2006, except as otherwise expressly set forth in this Agreement.  No amendment or modification of thisAgreement shall be valid or binding upon the parties unless in writing andsigned by both parties.

20.  **Miscellaneous**:

(a)          This Agreement shall be governed inall respects by laws of the State of New Jersey.

(b)         In the event that any one or more ofthe provisions of this Agreement is held to be invalid, illegal orunenforceable, the validity, legality and enforceability of the remainingprovisions will not in any way be affected or impaired thereby.  Moreover, if any one or more of theprovisions contained in this Agreement is held to be excessively broad as toduration, scope, activity or subject, such provisions will be construed bylimiting and reducing them so as to be enforceable to the maximum extentcompatible with the applicable law.

(c)          The paragraph headings used in thisAgreement are included solely for convenience and shall not affect or be usedin connection with the interpretation of this Agreement.

(d)         Employee represents that in executingthis Agreement, he has not relied upon any representation or statement, whetheroral or written, not set forth herein.

(e)          This Agreement may be executed in twocounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

(f)          All payments made to Employee underthis Agreement will be subject to applicable withholding taxes.

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| **ACCEPTED AND AGREED TO BY:** |
|--------------------------------|
| ** **                     |
| ** **                     | **DENDRITE  INTERNATIONAL, INC.** | ** ** |
| ** **                     | ** ** | ** ** |
| ** **                     | ** ** | ** ** |
|                           | By: | /s/ Joseph Ripp |   |
|                           | Title: | President &  COO |   |
|                           | Date: | 6/6/06 |   |
|                           |   |   |   |
|                           |   |   |   |
| ** **                     | **MARK  CIEPLIK** | ** ** |
|                           |   |   |
|                           | /s/ Mark Cieplik |   |
|                           |   |   |
|                           | Date: | 6/6/06 |   |
|                           |   |   |   |
|                           |   |   |   |
|                           | Re-Executed: |   |
|                           |   |   |
|                           | /s/ Mark Cieplik |   |
|                           |   |   |
|                           | Date: | 8/4/06 |   |
|                                |  |  |  |  |

 

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