**Exhibit 10.45**

 

**DENDRITEINTERNATIONAL, INC.****NEW HIREGRANT AUTHORIZATION****NOTICEOF STOCK OPTION AWARD**

 

Optionee’s Name and Address:

 

 

You have been granted an option (“Options”) topurchase 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 StockOption 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 ofOption Grant; Terms and Conditions Applicable to Option Award:

 

The options have been granted to the Optionee bythe Board of Directors of the Company under the New Hire Plan pursuant toNASDAQ Manual Rule 4350(i).  The Optionsare 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-qualifiedstock options awarded under the 1997 Plan shall equally apply to these Options,except only as otherwise specifically set forth in this Notice.

 

VestingSchedule:

 

Subject tolimitations set forth in this Notice, the 1997 Plan and the Stock OptionAgreement, the Options shall become exercisable only as follows:

 

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

 

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thefirst anniversary of the date of grant and ending on the fourth anniversary ofthe date of grant; providedthat, in no event shall any Option beexercisable (a) for less than a whole share or (b) on or following theexpiration or termination of any Option pursuant to the other terms and conditionsof the Option Agreement or the 1997 Plan.

 

The Optioneeacknowledges receipt of a copy of the Option Agreement, the 1997 Plan, and aprospectus with respect to the Options and the shares of Common Stock intowhich the Options may be converted (the “Prospectus”) and represents that he orshe is familiar with the terms and provisions thereof and hereby accepts theOptions subject to all of the terms and provisions hereof and thereof. TheOptionee has reviewed this Notice, the 1997 Plan, the Option Agreement and theProspectus in their entirety, has had an opportunity to obtain the advice ofcounsel prior to executing this Notice, and fully understands all provisions ofthis Notice, the Option Agreement, the 1997 Plan, and the Prospectus. TheOptionee hereby agrees to accept as binding, conclusive and final all decisionsor interpretations of the administrators of the 1997 Plan upon any questionsarising under this Notice, the 1997 Plan or the Option Agreement. The Optioneefurther agrees to notify the Company upon any change in the residence addressindicated in this Notice.

 

IN WITNESSWHEREOF, the Company and the Optionee have executed this Notice and agree thatthe 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-qualifiedstock options as incorporated herein, and the Stock Option Agreement.

 

 
|   | By:                               |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | Signed:                           |   |   |
|   |                              |
|   | Dated:                            |   |   |
|   |                              |
|   |                              |
|   | By: DENDRITE  INTERNATIONAL, INC. |
|   |                              |
|   | Name:                             |   |   |
|   |                              |
|   | Title:                            |   |   |

 

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NONQUALIFIED STOCK OPTION AGREEMENTUNDER THE DENDRITE INTERNATIONAL, INC.NEW HIRE OPTION GRANT AUTHORIZATION

 

THISAGREEMENT, made this      day of                ,          by and between DendriteInternational, Inc., a New Jersey corporation (the “Company”), and                          (the “Optionee”).

 

 

WITNESSETH:

 

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

 

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

 

WHEREAS, suchoptions shall be granted under the New Hire Plan and the same terms andconditions of the 1997 Plan (as defined below) applicable to non-qualifiedstock 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 ofOption**.  Subject to theterms and conditions set forth herein and in the New Hire Plan, and subject tothe terms and conditions as applicable to non-qualified options (including theprovisions relating to administration) set forth in the Dendrite International,Inc. 1997 Stock Incentive Plan (“1997 Plan”), which are hereby incorporatedinto this Agreement by reference, the Company hereby grants to the Optionee,during the period commencing on the date of this Agreement and ending on theclose 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 shareof Common Stock hereunder being an “Option”) to purchase from the Company, anaggregate of        shares of CommonStock (the “Option Shares”), at the price per share (the “Option Price”) andsubject to the vesting schedule all as set forth in the Notice of Stock OptionAward that accompanies this Agreement.

 

2.                                       **Terminationof Employment**.  AnyOptions held by the Optionee upon termination of Optionee’s service as anemployee shall remain exercisable as follows:

 

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

 

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exercisable bythe Optionee’s designated beneficiary, or, if none, the person(s) to whom suchOptionee’s rights under the Option are transferred by will or the laws ofdescent and distribution for 180 days following the date of death (but in noevent beyond the term of the Option), and shall thereafter terminate;

 

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

 

(iii)  If the Optionee’s termination of employmentis for cause (as determined by the Committee or the Board), the Option shallterminate 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 employmentis for any other reason, all unvested Options shall terminate on the date oftermination and all vested Options (to the extent exercisable as of the date oftermination) shall be exercisable for a period of 90 days following suchtermination of employment (but in no event beyond the term of the Option), andshall thereafter terminate.  AnOptionee’s status as an employee shall not be considered terminated in the caseof a leave of absence agreed to in writing by the Company (including, but notlimited to, military and sick leave); provided, that, such leaveis for a period of not more than 90 days or re-employment upon expiration ofsuch leave is guaranteed by contract or statute.

 

3.                                       **Method ofExercising Option**. (a)  Options to the extent vestedand exercisable may be exercised, in whole or in part, by giving written noticeof exercise to the Company specifying the number of shares of Common Stock tobe purchased.  Such notice shall beaccompanied by the payment in full of a sum equal to the product of (A) thenumber of shares of Common Stock to be purchased, times (B) the OptionPrice.  Such payment shall be made:  (a) in cash, or (b) by surrender of sharesof Common Stock owned by the holder of the Option (including shares of CommonStock otherwise receivable upon exercise of the Option), or (c) throughsimultaneous sale through a broker of shares acquired on exercise, as permittedunder Regulation T of the Federal Reserve Board, or (d) through additionalmethods prescribed by the Committee or the Board, or (e) by a combination ofany such methods.

 

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

 

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4.                                       **Issuanceof Shares**.  As promptlyas practical after receipt of such written notification of exercise and fullpayment of the Option Price and any required income tax withholding, theCompany shall issue or transfer to the Optionee the number of Option Shareswith respect to which Options have been so exercised (less shares withheld insatisfaction of tax withholding obligations, if any), and shall deliver to theOptionee a certificate or certificates therefor, registered in the Optionee’sname.

 

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

 

(b)                                 Whenever the word“Optionee” is used in any provision of this Agreement under circumstances wherethe provision should logically be construed to apply to the beneficiaries, theexecutors, the administrators, or the person or persons to whom the Options maybe 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 Optionspursuant to this Agreement, the Optionee hereby agrees that notwithstandinganything in this Agreement or in the terms and conditions of the 1997 Plan (asincorporated herein by reference) to the contrary, in the event of:

 

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

 

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

 

(iii) a breach by the Optionee of any writtenagreement not to compete with the Company or a breach by the Optionee of anyconfidentiality agreement with the Company or a breach by the Optionee of anycovenant against soliciting Company employees,

 

then (a)  all outstanding Options granted to suchOptionee, in whole or in part, whether vested or not vested, shall be cancelledand/or (b) if such conduct or activity occurs within one year following theexercise of an Option, such Optionee shall be required to repay to the Companyany gain realized upon the exercise of such Options (with such gain valued asof the date of exercise).  Suchcancellation or repayment obligation shall be effective as of the datespecified by the Committee or the Board. Any repayment obligation may be satisfied in Common Stock or cash or acombination thereof (based upon the Fair Market Value of Common Stock on theday prior to the date of payment) and the Committee or the Board is herebypermitted and expressly authorized by the Optionee to offset against any futurepayments owed by the Company or any Subsidiary to the Optionee (including anysalary, bonus, severance or other compensation) to satisfy the repaymentobligation.  The determination ofwhether the Optionee has engaged in a serious breach of conduct or has breachedhis or her employment agreement

 

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

 

Optionee agrees to reimburse the Company forall costs and expenses (including, without limitation, court costs and thereasonable fees and expenses of attorneys) incurred by the Company inconnection with any action by the Company seeking to enforce this Section 6.

 

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

 

8.                                       **Change inControl**.  Upon theoccurrence of a Change in Control, all Options shall automatically becomevested and immediately exercisable in full.

 

9.                                       **Rights asShareholder**.  TheOptionee or a transferee of the Options shall have no rights as shareholderwith respect to any Option Shares until he/she becomes the holder of record ofsuch shares, and no adjustment shall be made for dividends or distributions orother rights in respect of such shares of Common Stock for which the recorddate is prior to the date upon which the Optionee or transferee becomes theholder of record thereof.

 

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

 

11.                                 **Compliance with Law**.  Notwithstanding any of the provisionshereof, the Optionee hereby agrees not to exercise the Options, and that theCompany will not be obligated to issue or transfer any shares to the Optioneehereunder, if the exercise hereof or the issuance or transfer of such sharesshall constitute a violation by the Optionee or the Company of any provisionsof any law or regulation of any governmental authority.  Any determination in this connection by theCommittee or the Board shall be final, binding and conclusive.  The Company shall in no event be obliged toregister any securities pursuant to the Securities Act of 1933 (as now ineffect or as hereafter amended) or to take any other affirmative action tocause the exercise of the Options or the issuance or transfer of sharespursuant thereto to comply with any law or regulation of any governmentalauthority.

 

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12.                                 **Notice**.  Every notice or other communication relatingto this Agreement shall be in writing, and shall be mailed, physicallydelivered or electronically delivered (with verification of receipt) to theparty for whom it is intended at such address as may from time to time bedesignated 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 noticesor communications by the Optionee to the Company shall be mailed, physicallydelivered or electronically delivered (with verification of receipt) to theCompany at its principal executive office, to the Attention of the Office of GeneralCounselat            ;e-mailaddress              ,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 asrecorded in the records of the Company or (3) electronically delivered to theOptionee at the e-mail address issued to such Optionee by the Company or to theOptionee’s fax number as recorded in the records of the Company.

 

13.                                 **Nonqualified Stock Options**.  The Options granted hereunder are not intendedto be incentive stock options within the meaning of Section 422 of theCode.

 

14.                                 **Binding Effect**.  Subject to Section 5 hereof, thisAgreement shall be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

 

15.                                 **Governing Law**.  This Agreement shall be construed andinterpreted in accordance with the laws of the State of New Jersey, withoutgiving effect to conflicts of laws principals.

 

16.                                 **Venue and Jurisdiction; Waiver ofJury Trial**.** **Anyclaim brought by the Optionee arising out of or in connection with thisAgreement or the New Hire or 1997 Plan (as incorporated herein by reference),the subject matter thereof, or the performance or non-performance of anyobligation thereunder (other than a counterclaim maintained by the Optionee inan action originally brought by the Company), shall be brought in either thestate or federal courts located in the State of New Jersey.  The Optionee hereby irrevocably submits tothe jurisdiction of each of the state or federal courts located in the State ofNew 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 or1997 Plan, the subject matter thereof, or the performance or non-performance ofany obligation thereunder.  The Optioneehereby waives and agrees not to assert by way of motion, as a defense orotherwise in any such Suit, any claim that he or she is not subject to thejurisdiction 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 suchSuit is improper.  The Optionee herebyconsents to service of process by first-class mail with respect to any actionbrought by the Company against the Optionee arising out of or in connectionwith this Agreement or the New Hire or 1997 Plan.

 

**THEOPTIONEE HEREBY WAIVES ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUTOF OR IN CONNECTION WITH THE AGREEMENT OR THE NEW HIRE OR 1997 PLAN, THESUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONTHEREUNDER.**

 

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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 thisAgreement shall have the meaning ascribed to them as set forth in the 1997Plan.  In the event of a conflict orinconsistency between discretionary terms and provisions of the 1997 Plan as soincorporated 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, theterms and provisions of the 1997 Plan as incorporated herein shall govern andcontrol.

 

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.

 

 
| DENDRITE  INTERNATIONAL, INC. |
|-------------------------------|
|                          |
|                          |
| By:                           |   |   |
|                          |
|                          |
| NAME OF  OPTIONEE:            |
|                          |
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| By:                           |   |   |

 

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**APPENDIX**

 

**Awards Granted Underthe New Hire Plan***

 

In 2003, theCompany granted sixteen non-executive employees a total of 97,000 stock optionswith a base price of $12.79.  In 2002,the Company granted six non-executive employees a total of 235,000 stockoptions with a base price of $6.71.  In2001, the Company granted Paul Zaffaroni, President and Chief Operating Officerof the Company, 300,000 stock options with a base price of $9.62.  All stock options granted under the New HirePlan vest as follows: (i) twenty-five percent (25%) of the options becomeexercisable on the first anniversary of date of grant and (ii) the remainingseventy-five percent (75%) become exercisable pro rata over the following three(3) year period, on a monthly basis, commencing on the first anniversary of thedate of grant and ending on the fourth anniversary of the date of grant;provided that, in no event shall any option be exercisable following theexpiration or termination of the option.

 

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* This Appendix does notinclude information regarding grants made to individuals who are no longeremployees of the Company.

 

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