**Exhibit10.1**

John Bailye[Address]

Dear John:

As you are aware, you previously entered into an employment agreementwith Dendrite International, Inc. (“Dendrite”) dated March 25, 1997 (the “PriorAgreement”). Dendrite desires to continue to employ you and you desire toaccept such employment on the terms and conditions set forth herein. We would,therefore, like to confirm the terms and conditions of your continuedemployment as set forth below in the Specific Terms and Conditions ofEmployment and the General Terms and Conditions of Employment (collectively the“Agreement”). which will replace the Prior Agreement in its entirety.

**SPECIFIC TERMS & CONDITIONSOF EMPLOYMENT**

# 1.                                       **DUTIES/TERM.**

## You will be employed as Chairman of the Board of Directors (the “Board”)and Chief Executive Officer (“CEO”) of Dendrite. This employment is subject toBoard ratification. You shall (i) perform those duties as are customary for theChairman and CEO and as may from time to time be assigned to you by the Board;(ii) devote your full-time attention and best efforts solely and exclusively tothe duties assigned to you; and (iii) comply with all existing Dendrite rules,regulations, policies and directives and those which may be established fromtime to time.

## Subject to the provisions of Section 4 and the following two sentencesof this Section 1, your employment is at-will and thus either party mayterminate your employment under this Agreement for any reason whatsoever. Inthe event of a termination by Dendrite without Cause or by you without GoodReason, you or Dendrite, as the case may be, shall provide the other a writtennotice of termination which specifies the termination date (which date shallnot be less than thirty (30) days nor more than sixty (60) days after thegiving of such notice.) In the event your employment is terminated by you forGood Reason or by Dendrite for Cause, Disability or upon your death, youremployment under this Agreement shall immediately terminate.

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# 2.                                       **COMPENSATION.**

## (a)           Base Salary.Dendrite shall pay you for your services a base salary at a rate of $525,000per annum to be paid on a semi-monthly basis in accordance with Dendrite’sregular payroll practices. Dendrite may increase, but not decrease, your basesalary during your employment. Any salary increases will be evaluated no lessfrequently than on the anniversary date of your employment.

## (b)           Bonus. Youwill be eligible to receive an annual discretionary bonus (the `’Bonus”) with acurrent target of $525,000. Bonus eligibility shall be determined and paid inaccordance with Dendrite’s applicable incentive compensation policy then ineffect for senior executives. The payment of any Bonus is subject to: (i)Dendrite’s achievement of goals as set forth and approved by the Board, (ii)such other objectives as may be determined by the Board from time to time and(iii) the terms and conditions of the applicable incentive compensation planthen in effect for senior executives. Your target for a discretionary bonuswill be reviewed and determined on an annual basis by the Board. Your targetbonus may be increased, but not decreased during your employment.

# 3.                                       **BENEFITS.**

Dendrite shall provide you:

## (a)           Vacation.4 weeks vacation per annum in accordance with Dendrite policy in effect fromtime to time or as otherwise agreed by the Board.

## (b)           BusinessExpenses. Reimbursement for reasonable travel, entertainment and otherreasonable and necessary out-of-pocket expenses incurred by you in connectionwith the performance of your duties in accordance with Dendrite policy ineffect from time to time.

## (c)           RetirementBenefits. Retirement benefits to the same extent as may be provided toother similarly situated senior executives in accordance with Dendrite policythen in effect and subject to the terms and conditions of such benefit plans.

## (d)           Indemnification.Throughout your employment with Dendrite, you will have indemnification rightsin accordance with the indemnification provisions contained in  Dendrite’s Directors’ and Officers’ liabilityinsurance policy, Certificate of Incorporation, and By-laws, then in effect. Inaddition, you will have the indemnification rights as set forth in theIndemnification Agreement between you/Dendrite. During your employmenthereunder and for the six years thereafter (unless your employment isterminated for Cause), Dendrite shall maintain in full force and effect andrenew on an annual basis or as otherwise required, for the benefit of theofficers and directors and you, one or more policies of insurance coveringDirectors and Officers liability, substantially in accordance with Dendrite’sexisting coverage as set forth on Exhibit B attached hereto (the “Existing D & O coverage), subject toavailability at commercially

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## reasonable rates on commerciallyreasonable terms as determined by the Board in its reasonable judgment.  Dendrite may satisfy its obligations underthe foregoing sentence by purchasing a “tail” policy under the Company’s thenexisting Directors’ and Officers’ liability insurance policy provided it has aneffective term of at least six years following your termination date andcontains terms and conditions which are substantially similar to Dendrite’sExisting D & O Coverage.

## (e)           LifeInsurance. Throughout your employment with Dendrite, you will be coveredunder Dendrite’s life insurance policy, subject to the terms and conditions ofsuch policy as amended from time to time. To the extent that the life insurancebenefits under such coverage is not at least equal to one times your basesalary and target bonus (the “Life Insurance Benefit”), Dendrite will reimburseyou the cost of your obtaining total coverage that provides the Life InsuranceBenefit as follows. You agree to obtain any necessary excess coverage throughDendrite’s life insurance policy, subject to any cap. If after reaching anysuch cap, you still do not have coverage that provides the Life InsuranceBenefit, then you may obtain coverage from an outside source at a commerciallyreasonable price so that in total you have coverage that provides the Life InsuranceBenefit. Provided you comply with the provisions set forth herein, Dendriteagrees to reimburse you for the cost of the excess insurance under its plan andcoverage from an outside source to attain in total the Life Insurance Benefit.At Dendrite’s sole discretion, Dendrite may elect to provide you with any orall coverage under this Section 3(e) through any insurance it obtains.

## (f)            DisabilityInsurance. Throughout your employment with Dendrite, you will be coveredunder Dendrite’s long-term and short-term disability policies, subject to theterms and conditions of such policies as amended from time to time. To theextent that the long-term disability benefit properly payable under Dendrite’slong-term disability policy is not at least equal to one times your base salaryand target bonus (the “LTD Benefit”). Dendrite will reimburse you the cost ofyour obtaining total coverage that provides the LTD Benefit as follows. Youagree to obtain any necessary excess coverage through Dendrite’s Long-TermDisability Plan, subject to any cap. If after reaching any such cap, you stilldo not have total coverage that provides the LTD Benefit, then you may obtaincoverage from an outside source at a commercially reasonable price so that intotal you have coverage that provides the LTD Benefit.  Provided you comply with the provisions setforth herein, Dendrite agrees to reimburse you for the cost of the excessinsurance under its policies and coverage from an outside source to attain intotal the LTD Benefit. At Dendrite’s sole discretion, Dendrite may elect toprovide you with any or all coverage under this Section 3(f) through anyinsurance it obtains.

## (g)           FinancialPlanning. Financial planning reimbursement in an amount not to exceed$10,000 per annum in accordance with Dendrite’s policy in effect from time totime.

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## (h)           Other.Other benefits to the same extent and with the same cost as may be provided toother senior executives in accordance with Dendrite policy then in effect andsubject to the terms and conditions of such benefit plans, Such benefits mayinclude, but are not limited to, Medical, Dental, Life and AD&D, Short TermDisability, Long-Term Disability, and Deferred Compensation.

# 4.                                       **TERMINATION; SEVERANCE**

## (a)           Uponyour termination of employment by Dendrite for any reason other thantermination by Dendrite for Cause (as defined in Exhibit A), Disability (asdefined in Exhibit A) or upon your death, you shall solely be entitled to(subject to any applicable off-sets) applicable payments and benefits in Section4(b) or 4(c), and your base salary through the date of your termination.

## (b)           Ifyour employment hereunder is terminated (i) by Dendrite for any reason otherthan death, Cause (as defined in Exhibit A), or Disability (as defined inExhibit A), or (ii) voluntarily by you with Good Reason (as defined in ExhibitA), you shall be entitled to receive severance payments of your monthly basesalary for 12 months following your employment termination (calculated at therate of base salary then being paid to you as of the date of termination) andyour annual target bonus as of the date of termination.  The severance payments to be paid to you under this Section 4(b)shall be referred to herein as the “Severance Payment” and the 12-month periodof Severance Payments shall be referred to as the “Severance Period.” Yourseverance shall commence on the next regularly scheduled monthly paydayfollowing the effective date of the termination of your employment. No interestshall accrue or be payable on or with respect to any Severance Payment. Yourbenefits coverage will continue under Dendrite’s group medical and dental plansfor the Severance Period. At the conclusion of the Severance Period, you shallbe provided the opportunity to continue your benefits coverage pursuant to “COBRA,”Sections 601 et seq. of ERISA. During the Severance Period, Dendrite shallcontinue to provide you (and your dependents if applicable) with the same levelof medical and dental benefits upon substantially the same terms and conditions(including cost of coverage, if any, to you) as existed immediately prior tothe effective date of termination; provided, that, if you are not eligible tocontinue to participate in Dendrite plans providing such benefits, Dendriteshall otherwise provide (or at its discretion pay the cost of) such benefits onthe same after-tax cost to you and benefit basis as if continued participationhad been permitted. To the extent available, such continued benefits may beprovided through continued COBRA coverage at Dendrite’s full expense. You agreeto notify Dendrite of any full time employment that you begin during theSeverance Period.  If your employment isterminated as described in this Section 4(b), in addition to the SeverancePayment, your bonus for the year in which employment is so terminated will bepro-rated to reflect the percentage of days of the year during which youperformed services for Dendrite (“Pro-rata Bonus Payment”).

## (c)           Thefollowing severance payment only applies in the event of a Change in Control (asdefined in Exhibit A). If, within the three (3) year period

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## following a Change in Control, youremployment hereunder is terminated (i) by Dendrite for any reason other thanCause or Disability, or as a result of your death, or (ii) by you for Good Reason,then you shall be entitled to receive severance payments in an aggregate amountequal to three (3) times the sum of (A) the annual rate of your base salary ineffect as of the date of termination and (B) your annual target bonus. Theseverance payments to be paid to you under this Section 4(c) shall be referredto as the “Change in Control Severance Payment”.  Your Change in Control Severance Paymentshall be paid by Dendrite in a lump sum in cash within thirty (30) daysfollowing the date of termination. In the event of a termination of employmentdescribed in this Section 4(c), Dendrite shall continue to provide, for aperiod of three (3) years following the date of termination, you (and yourdependents if applicable) with the same level of medical and dental benefitsupon substantially the same terms and conditions (including cost of coverage,.if any, to you) as existed immediately prior to the effective date oftermination (or, if more favorable to you, as such benefits and terms andconditions existed immediately prior to the Change in Control); provided, that,if you are not eligible to continue to participate in Dendrite plans providingsuch benefits, Dendrite shall otherwise provide (or at its discretion pay thecost of) such benefits on the same after-tax cost to you and benefit basis asif continued participation had been permitted. To the extent available, suchcontinued benefits may be provided through continued COBRA coverage at Dendrite’sfull expense.  For the sake of clarity,and not intended to be cumulative to the rights set forth in 3(d), Dendriteshall continue to maintain in full force and effect for a period of six (6)years following the date of termination, for your benefit, one or more policiesof insurance covering Directors and Officers liability, substantially inaccordance with Dendrite’s existing coverage as set forth on Exhibit B attachedhereto (the “Existing D & Ocoverage).  Dendrite may satisfy itsobligations under this Section by purchasing a “tail” policy under the Company’sthen existing Directors’ and Officers’ liability insurance policy; provided ithas an effective term of at least six years following your termination date andcontains terms and conditions which are substantially similar to Dendrite’sExisting D & O Coverage. For the sake of clarity,****if your employment is terminated as described in thisSection 4(c), in addition, to the Change in Control Severance Payment, you willreceive a Pro-rata Bonus Payment for the year in which you were terminated. Forpurposes of clarification, under no circumstances are you entitled to receivepayments under both Sections 4(b) and 4(c). In the event of a Change in Controlall stock options then granted to you by Dendrite will immediately vest and allsales restrictions will be lifted.

For purposes of Sections 3(e),3(f), 4(b) and 4(c), “target bonus” means the annual target bonus establishedfor the Employee for the fiscal year in which the Employee’s employmentterminates, or if the annual target bonus has not been established for theEmployee for such fiscal year, then the annual target bonus for the priorfiscal year shall be used; *provided that*,in no event shall target bonus be less than the annual bonus most recently paidto Employee.

## (d)           The making of anySeverance Payments, Change in Control Severance Payment, and Pro-rata BonusPayment, and the provision of benefits

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## under Sections 4(b) or 4(c) hereunder is conditioned upon the signingof a general release in form and substance satisfactory to Dendrite under whichyou release Dendrite and its affiliates together with their respectiveofficers, directors, shareholders, employees, agents and successors and assignsfrom any and all claims you may have against them. You will not be required torelease your rights under Dendrite’s benefit and retirement plans, stock plans,or any rights that you may have to coverage and indemnification pursuant to lawor Dendrite policies. In the event you breach Sections 2, 3, 5 and 6 of theGeneral Terms and Conditions of Employment, in addition to any other remediesat law or in equity, Dendrite may cease making any Severance Payment, Change inControl Severance Payment or Pro-rata Bonus Payment otherwise due underSections 4(b) or 4(c). Nothing herein shall affect any of your obligations orDendrite’s rights under this Agreement.

## (e)           Notwithstandinganything in this Agreement to the contrary, if you are deemed to be a “specifiedemployee” for purposes of Internal Revenue Code Section 409A (“Section 409A”),no severance or other payments pursuant to this Section 4 shall be made to youby Dendrite until the amount of time has passed that is necessary to avoidincurring excise taxes under Section 409A. Should this Section 4(e) result in adelay of payments, on the first day any such payments may be made withoutincurring a penalty pursuant to Section 409A (the “409A Payment Date”),Dendrite shall begin to make such payments as described in this Section 4,provided that any amounts that would have been payable earlier but for theapplication of this Section 4(c), shall be paid in lump-sum on the 409A PaymentDate. This Agreement is intended to comply and shall be administered in amanner that is intended to comply with Section 409A and shall be construed andinterpreted in accordance with such intent. Any provision of this Agreementthat would cause a payment and/or benefit to fail to satisfy Section 409A maybe amended by the parties to comply with Section 409A and given retroactiveeffect.

## (f)            Notwithstanding anyother provision of this Agreement or any other agreement between you andDendrite, if you become entitled to one or more payments (with a “payment”including, without limitation, the vesting of an option or other non-cashbenefit or property) pursuant to any plan, agreement or arrangement of Dendrite(together, “‘Total Payments”) which are or become subject to the tax imposed bySection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)(orany similar tax that may be imposed) (the “Excise Tax”) and (B) such ExciseTaxes which become payable by you equal or exceed 20% of the Total Payments,Dendrite will pay you an additional amount (“Gross-Up Payment”) in an amountsuch that the after tax payment of all taxes (including without limitation allincome and employment tax and Excise Tax and treating as a tax the disallowanceof any deduction by virtue of the inclusion of the Gross-Up Payment in youradjusted Gross Income), and interest and penalties with respect to such taxes,imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Paymentequal to the Excise Taxes. The determination of whether any such Gross-UpPayment is due you and the amount of such payment, if any, shall be made atDendrite’s expense by a nationally recognized accounting firm mutuallyacceptable to you and Dendrite and such determination of such firm shall bebinding on both you and Dendrite.

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## For purposesof determining whether any of the Total Payments will be subject to the ExciseTax and the amount of such Excise Tax:

| (i)    |   | The Total Payments shall be treated as “parachute  payments” within the meaning of Section 280G(b)(2) of the Code, and all  “excess parachute payments” within the meaning of Section 280G(b)(1) of the  Code shall be treated as subject to the Excise Tax, unless, and except to the  extent that, in the written opinion of independent compensation consultants,  counsel or auditors of nationally recognized standing (“Independent  Advisors”) selected by Dendrite and reasonably acceptable to you, the Total  Payments (in whole or in part) do not constitute parachute payments, or such  excess parachute payments (in whole or in part) represent reasonable  compensation for services actually rendered within the meaning of Section  280G(b)(4) of the Code in excess of the base amount within the meaning of  Section 280G(b)(3) of the Code or are otherwise not subject to the Excise  Tax; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (ii)   |   | The amount of the Total Payments which shall be  treated as subject to the Excise Tax shall be equal to the lesser of (A) the  total amount of the Total Payments or (B) the total amount of excess  parachute payments within the meaning of Section 280G(b)(1) of the Code  (after applying clause (i) above); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (iii)  |   | The value of any non-cash benefits or any deferred  payment or benefit shall be determined by the Independent Advisors in  accordance with the principles of Sections 280G(d)(3) and (4) of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

For purposes of determining the amount of the Gross-up Payment, youshall be deemed (A) to pay federal income taxes at the highest marginal rate offederal income taxation for the calendar year in which the Gross-up Payment isto be made; (B) to pay any applicable state and local income taxes at thehighest marginal rate of taxation for the calendar year in which the Gross-upPayment is to be made, net of the maximum reduction in federal income taxeswhich could be obtained from deduction of such state and local taxes if paid insuch year (determined without regard to limitations on deductions based uponthe amount of your adjusted gross income): and (C) to have otherwise allowabledeductions for federal, state, and local income tax purposes at least equal tothose disallowed because of the inclusion of the Gross-up Payment in youradjusted gross income. In the event that the Excise Tax is subsequentlydetermined to be less than the amount taken into account hereunder at the timethe Gross-up Payment is made, you shall repay to Dendrite at the time that theamount of such reduction in Excise Tax is finally determined (but, ifpreviously paid to the taxing authorities, not prior to the time the amount ofsuch reduction is refunded to you or otherwise realized as a benefit by you)the portion of the Gross-up Payment that would not have been paid if suchExcise Tax had been applied in

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initially calculating the Gross-up Payment, plusinterest on the amount of such repayment at the rate provided in Section1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined toexceed the amount taken into account hereunder at the time the Gross-up Paymentis made (including by reason of any payment the existence or amount of whichcannot be determined at the time of the Gross-up Payment), Dendrite shall makean additional Gross-up Payment in respect of such excess (plus any interest andpenalties payable with respect to such excess) at the time that the amount ofsuch excess is finally determined.

The Gross-up Payment provided for above shall be paid on the 30th day(or such earlier date as the Excise Tax becomes due and payable to the taxingauthorities) after it has been determined that the Total Payments (or anyportion thereof) are subject to the Excise Tax; provided, however, that if theamount of such Gross-up Payment or portion thereof cannot be finally determinedon or before such day, Dendrite shall pay you on such day an estimate, asdetermined by the Independent Advisors, of the minimum amount of such paymentsand shall pay the remainder of such payments (together with interest at therate provided in Section 1274(b)(2)(B) of the Code), as soon as the amountthereof can be determined. In the event that the amount of the estimatedpayments exceeds the amount subsequently determined to have been due, suchexcess shall constitute a loan by Dendrite to you, payable on the fifth day afterdemand by Dendrite (together with interest at the rate provided in Section1274(b)(2)(B) of the Code). If more than one Gross-up Payment is made, theamount of each Gross-up Payment shall be computed so as not to duplicate anyprior Gross-up Payment. You shall notify Dendrite in writing of any claim bythe Internal Revenue Service that, if successful, would require the payment byDendrite of the Gross-up Payment. Such notification shall be given as soon asreasonably practicable, but no later than 10 business days after you areactually informed in writing of such claim, and shall apprise Dendrite of suchclaim and the date on which such claim is requested to be paid. Dendrite shallhave the right to control all proceedings with the Internal Revenue Servicethat may arise in connection with the determination and assessment of anyExcise Tax and, at its sole option, Dendrite may pursue or forego any and alladministrative appeals, proceedings, hearings, and conferences with any taxingauthority in respect of such Excise Tax (including any interest or penaltiesthereon); provided,however, that Dendrite’s control over anysuch proceedings shall be limited to issues with respect to which a Gross-upPayment would be payable hereunder, and you shall be entitled to settle orcontest any other issue raised by the Internal Revenue Service or any othertaxing authority. You shall cooperate with Dendrite in any proceedings with theInternal Revenue Service or otherwise relating to the determination andassessment of any Excise Tax and shall not take any position or action thatwould materially increase the amount of any Gross-Up Payment hereunder. Inaddition, you shall give Dendrite any information reasonably requested byDendrite in connection with the proceedings and take such actions as Dendriteshall reasonably request from time to time, including without limitation,accepting legal representation with respect to such proceeding by an attorneyreasonably selected by Dendrite.

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## (g)           In the event youremployment is terminated hereunder as a result of your Disability or yourdeath, Dendrite’s only obligation is to pay you or your estate your base salarythrough the date of your termination, offer COBRA coverage in accordance withapplicable law, and pay you or your estate a Pro-rata Bonus Payment.

## (h)           In the event youterminate your employment with Dendrite without “Good Reason” or Dendriteterminates your employment for “Cause” it is understood and agreed thatDendrite’s only obligation is to pay you your base salary through the date ofyour termination and to offer you COBRA coverage in accordance with applicablelaw. You will not be entitled to a Pro-rata Bonus Payment if you terminateemployment without Good Reason or are terminated for Cause.

Please sign where indicated below to acknowledge your agreement to theSpecific Terms and Conditions (“Special Terms”) set forth above and the GeneralTerms and Conditions of Employment attached hereto (“General Terms”), both ofwhich together shall form the terms and conditions of your employment (the “Agreement”).
|                          |    | Sincerely,                   |   |
|--------------------------|---------|------------------------------|--------|
|                     |    |                         |   |
|                     |    |                         |   |
|                     |    |                         |   |
|                     |    | /s/ Christine A.  Pellizzari |   |
|                     |    | SVP General  Counsel &   |   |
|                     |    | Secretary                    |   |
|                     |    |                         |   |
|                     |    |                         |   |
|                     |    |                         |   |
| Accepted and  agreed to: |    |                         |   |
|                     |    |                         |   |
|                     |    |                         |   |
|                     |    |                         |   |
|                     |    |                         |   |
| /s/ John Bailye          |    |                         |   |
| John Bailye              |    |                         |   |
|                     |    |                         |   |
| Date:                    | 5/16/06 |                         |   |   |   |
|                          |         |                              |        |  |  |

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**DENDRITEINTERNATIONAL, INC.****GENERAL TERMS & CONDITIONS OF EMPLOYMENT****(together with the Specific Terms and Conditionsof Employment, the “Agreement”)**

#### **1.             INFORMATIONAND BUSINESS OPPORTUNITY**. During your employmentwith Dendrite, you may acquire knowledge of (i) information that is relevant tothe business of Dendrite or its affiliates or (ii) knowledge of businessopportunities pertaining to the business in which Dendrite or its affiliatesare engaged. You shall promptly disclose to Dendrite that information orbusiness opportunity but shall not disclose it to anyone else without Dendrite’swritten consent.

#### **2.             DENDRITEAND CLIENT CONFIDENTIAL INFORMATION**. As a resultof your employment with Dendrite as its Chief Executive Officer and Chairman ofthe Board, you have acquired and will continue to acquire information which isproprietary and confidential to Dendrite and its affiliates (“ConfidentialInformation”). This Confidential Information includes, but is not limited to,Dendrite’s proprietary software, technical and commercial information,instruction and product information, the design, “look and feel” andcapabilities of Dendrite’s product, Dendrite’s proprietary training programmethodology regarding the utilization of electronic territory managementsoftware and associated client support services, Dendrite’s methodology forpromoting its products and services to its clients, Dendrite’s proprietaryGraphic User Interface, the navigational paths through which Dendrite’s clientsinput and access information stored in the proprietary software, theparticularized needs and demands of Dendrite’s clients and the customizationsDendrite makes to its proprietary software to meet those clients’ needs, financialarrangements, salary and compensation information, competitive status, pricingpolicies, knowledge of suppliers, technical capabilities, discoveries,algorithms, concepts, software in any stage of development, designs, drawings,specifications, techniques, models, data, technical manuals, training guidesand manuals, research and development materials, processes, procedures,know-how and other business affairs relating to Dendrite. ConfidentialInformation also includes any and all technical information involving Dendrite’swork. In addition, Dendrite may be furnished information and data which isproprietary and confidential to its clients, partners, suppliers and otherthird parties (“Third Parties”). You agree to use the Confidential Informationof Dendrite and Third Parties solely during and in furtherance of youremployment with Dendrite. You agree to keep all such Confidential Informationconfidential and agree not to reveal it at any time without the express writtenconsent of Dendrite. This obligation is to continue in force after employmentterminates for whatever reason.

ConfidentialInformation shall not include information which the receiving party candemonstrate: (a) is or becomes available to the public through no breach ofthis Agreement; (b) was previously known by the receiving party without anyobligation to hold it in confidence; (c) is received from a third party free todisclose such information without restriction; (d) is independently developedby the receiving

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party without the use ofConfidential Information of the disclosing party; (e) is approved for releaseby written authorization of the disclosing party, but only to the extent of andsubject to such conditions as may be imposed in such written authorization; (f)is required by law or regulation to be disclosed, but only to the extent andfor the purposes of such required disclosure; or, (g) is disclosed in responseto a valid order of a court and other governmental body of the United States orany political subdivision thereof, but only to the extent of and for thepurposes of such order; provided, however, that the receiving party shall firstnotify the disclosing party of the order and permit the disclosing party toseek an appropriate protective order.  Nothingin this Section 2 shall preclude you from using general knowledge or skills youmay have developed during the course of your employment with Dendrite provided suchuse is not in violation of the provisions of Section 5.

#### **3.             RETURNOF PROPERTY**. Upon termination of employment forany reason or upon the request of Dendrite, you shall fully account for andreturn to Dendrite all property which you received, prepared or helped preparein connection with your employment including, but not limited to, all copies ofany confidential information or records, data, materials, disks, notes,notebooks, blueprints, client lists or other papers or material in any tangiblemedia or computer readable form belonging to Dendrite or to any of its clients,partners and suppliers. You will not retain any copies, duplicates,reproductions or excerpts thereof.

#### **4.             INVENTIONS**.All work performed by you and all materials, products, deliverables,inventions, software, ideas, disclosures and improvements, and copyrightedmaterial made or conceived by you, solely or jointly, in whole or in part,during your employment with Dendrite (even if completed following thetermination of your employment) that relate to any matters pertaining to thebusiness of Dendrite shall be the property of Dendrite and shall be deemed tobe a work made for hire. To the extent that title to any of the foregoing shallnot, by operation of law, vest in Dendrite, all right, title and interesttherein are hereby irrevocably assigned to Dendrite. You agree to give Dendriteor any person or entity designated by Dendrite reasonable assistance requiredto perfect its rights therein.

#### **5.             RESTRICTIONON FUTURE EMPLOYMENT**. You acknowledge (i) thehighly competitive nature of the business and the industry in which Dendritecompetes; (ii) that as Dendrite’s CEO you have acquired and had access to andwill continue to acquire and have access to confidential information asdescribed in Section 2 of the General Terms; (iii) that, as a key employee ofDendrite, you have participated and will continue to participate in theservicing of current clients and/or the solicitation of prospective clients,through which, among other things, you will obtain knowledge of the “know-how”and business practices of Dendrite, in which matters Dendrite has a substantialproprietary interest; and (iv) that your employment hereunder requires theperformance of services which are special, unique, extraordinary andintellectual in character, and your position with Dendrite places you in aposition of confidence and trust with the clients and employees of Dendrite. Inthe course of your employment with Dendrite, you have developed and will

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#### continue to develop a personal relationship with the clients ofDendrite and a knowledge of those clients’ affairs and requirements, and thatthe relationship of Dendrite with their established clientele have been placedand will continue to be placed in your hands in confidence and trust. Youconsequently agree that it is reasonable and necessary for the protection ofthe confidential information, goodwill and business of Dendrite that you makethe covenants contained herein and that Dendrite would not have entered intothis Agreement unless the covenants set forth in this Section 5 were containedin this Agreement. Accordingly, you agree that during the period that you areemployed by Dendrite and for a period of eighteen months thereafter, you shallnot, as an individual, employee, consultant, partner, shareholder, or inassociation with any other person, business or enterprise, except on behalf ofDendrite, directly or indirectly, and regardless of the reason for your ceasingto be employed by Dendrite:

##### (a)           perform servicesthat compete with the business or business conducted by Dendrite or any of itsaffiliates or render services to any person or entity which competes with thebusiness of businesses conducted by Dendrite or any of its affiliates (or whichbusiness Dendrite can at the time of your termination of employment establishit will likely conduct within one (1) year following the date of yourtermination);

##### (b)           attempt in anymanner to solicit or accept from any client business of the type performed byDendrite or to persuade any client to cease to do business or to reduce theamount of business which any such client has customarily done or is reasonablyexpected to do with Dendrite, whether or not the relationship between Dendriteand such client was originally established in whole or in part through yourefforts;

##### (c)           employ, attempt toemploy or assist anyone else in employing any employee or contractor ofDendrite or induce or attempt to induce any employee or contractor of Dendriteto terminate their employment or engagement with Dendrite; or

##### (d)           render to or for anyclient any services of the type rendered by Dendrite (unless such services arerendered directly to a client as an employee of such client, in which case thisSection 5(d) shall not apply).

As used in this Section 5, the term “Dendrite” shall mean Dendrite andits affiliates, and the term “client” shall mean (1) anyone who is a client ofDendrite on the date of your termination or, if your employment shall not haveterminated, at the time of the alleged prohibited conduct (any such applicabledate being called the “Determination Date”), but only if you solicited,rendered services for, or were otherwise involved with any such client at anytime during your employment with Dendrite; (2) anyone who was a client ofDendrite at any time during the one (l) year period immediately preceding theDetermination Date; but only if you solicited, rendered services for, or wereotherwise involved with any such client at any time during your employment withDendrite; (3) any prospective client to whom Dendrite

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had made a new business presentation (or similaroffering of services) at any time during the one (1) year period immediatelypreceding the Determination Date; but only if you actively participated in orsupervised such new business presentation (or similar offering of services);and (4) any prospective client to whom Dendrite made a new businesspresentation (or similar offering of services) at any time within six (6)months after the date of your termination (but only if the initial discussionsbetween Dendrite and such prospective client relating to the rendering of servicesoccurred prior to the date of your termination, and only if you activelyparticipated in or supervised such discussions). For purposes of this clause,it is agreed that a general mailing or an incidental contact shall not bedeemed a “new business presentation or similar offering of services” or a “discussion”.In addition, if the client is part of a group of companies which conductsbusiness through more than one entity, division or operating unit, whether ornot separately incorporated (a “Client Group”), the term “client” as usedherein shall also include each entity, division and operating unit of theClient Group where the same management group of the Client Group has thedecision making authority or significant influence with respect to contractingfor services of the type rendered by Dendrite.

For an eighteen month period after the termination of your employmentfor any reason whatsoever, you agree to promptly notify Dendrite in writing theidentity of all subsequent employers. You agree to provide such information asDendrite may from time to time request to determine your compliance with theterms of this Agreement.

#### **6.             NON-DISPARAGEMENT**.You agree that you will not at any time make any statement, observation oropinion, or communicate any information (whether oral or written) that islikely to come to the attention of any client or employee of Dendrite or anymember of the media, which statement is derogatory of or casts in a negativelight Dendrite or its officers, directors and employees or otherwise engage inany activity which is inimical to the interests of the Dendrite.

#### **7.             OUTSIDECONTRACTING**. You shall not enter into anyagreements during your employment by Dendrite to provide services to anycompany, person or organization outside of your employment by Dendrite (an “OutsideAgreement”) without the prior written express consent from Dendrite. You mustnotify Dendrite of your intent to enter into an Outside Agreement specifyingtherein the other party to such Outside Agreement and the type of services tobe provided by you.  Dendrite shall notunreasonably withhold permission to you to enter into Outside Agreements unlesssuch Outside Agreements (i) are with competitors or potential competitors ofDendrite, or (ii) as determined in Dendrite’s sole discretion, shallsubstantially hamper or prohibit you from satisfactorily carrying out allduties assigned to you by Dendrite. The parties also agree that you may serveon one Board of Directors of a publicly traded company at any given time duringthe duration of this Agreement so long as that company is not in a businessthat directly competes with Dendrite and that you disclose this Board positionto Dendrite prior to your acceptance of any such position.

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#### **8.             REMEDIES**.The parties agree that in the event you breach or threaten to breach thisAgreement, money damages may be an inadequate remedy for Dendrite and thatDendrite will not have an adequate remedy at law. It is understood, therefore,that in the event of a breach or threatened breach of this Agreement by you,Dendrite shall have the right to obtain from a court of competent jurisdictionrestraints or injunctions prohibiting you from breaching or threatening tobreach this Agreement. In that event, the parties agree that Dendrite will notbe required to post bond or other security. It is also agreed that anyrestraints or injunctions issued against you shall be in addition to any otherremedies which Dendrite may have available to it.  In the event Dendrite (or its successor)breaches this Agreement following a Change in Control, the Employee shall beentitled to recover the costs and expenses including attorneys’ fees anddisbursements incurred in an action seeking relief for any such breach.

#### **9.             ARBITRATION**

##### (a)           If any disputearises between you and Dendrite that the parties cannot resolve themselves,including any dispute over the application, validity, construction, orinterpretation of this Agreement, arbitration in accordance with thethen-applicable employment law rules of the American Arbitration Associationshall provide the exclusive remedy for resolving any such dispute, regardlessof its nature; provided, however, that Dendrite may enforce your obligation toprovide services under this Agreement and your obligations under Sections 1 through7 hereof by an action for injunctive relief and damages in a court of competentjurisdiction at any time prior or subsequent to the commencement of anarbitration proceeding as herein provided. This Section 9 shall apply to anyand all claims arising out of your employment and its termination, under stateand federal statutes, local ordinances, and the common law including, withoutlimitation Title VII of the Civil Rights Act of 1964, as amended, the CivilRights Act of 1991, the Equal Pay Act, the Employee Retirement Income SecurityAct, as amended, the Age Discrimination in Employment Act of 1967, theAmericans with Disabilities Act of 1990, the Family and Medical Leave Act of1993, the Fair Labor Standards Act, the New Jersey Family Leave Act, the NewJersey Conscientious Employee Protection Act, the New Jersey Civil Rights Actand the New Jersey Law Against Discrimination.

##### (b)           **You have read and understand this Section 9 whichdiscusses arbitration. You understand that by signing this Agreement, you agreeto submit any claims arising out of, relating to, or in connection with thisAgreement, or the interpretation, validity, construction, performance, breachor termination thereof, or your employment or the termination thereof, tobinding arbitration, and that this arbitration provision constitutes a waiverof your right to a jury trial and relates to the resolution of all disputesrelating to all aspects of the employer/employee relationship. You furtherunderstand that other options such as federal and state administrative remediesand judicial remedies exist and know that by signing this Agreement thoseremedies are forever precluded and that regardless of the nature of yourcomplaint, you know that it can only be resolved by arbitration.**

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##### (c)           Unless the partiesagree otherwise, any arbitration shall be administered by and take place in theoffices of the American Arbitration Association in Somerset, New Jersey.  If that office is not available, then thearbitrator shall determine the location of the arbitration within New Jersey.

#### **10.          SEVERABILITY**.If any provision of this Agreement shall be declared invalid or illegal for anyreason whatsoever, then notwithstanding such invalidity or illegality, theremaining terms and provisions of this Agreement shall remain in full force andeffect in the same manner as if the invalid or illegal provision had not beencontained herein. Moreover, if any one or more of the provisions contained inthis Agreement is held to be excessively broad as to duration, scope, activityor subject, such provisions will be construed by limiting and reducing them soas to be enforceable to the maximum extent compatible with applicable law.

#### **11.          NOTICES**.In the event any notice is required to be given under the terms of thisAgreement, it shall be delivered in the English language, in writing, asfollows:

| If to you:      |   | To the address set forth on the first page of this  Agreement |
|-----------------|--------|---------------------------------------------------------------|
|            |   |                                                          |
|            |   |                                                          |
| If to Dendrite: |   | Attn: General  Counsel                                        |
|            |   | Dendrite  International, Inc.                                 |
|            |   | 1405 Route 206  South                                         |
|            |   | Bedminster, NJ  07921                                         |

 

or to such other address as either party may havefurnished to the other in writing in accordance herewith, except that noticesof changes of address shall be effective only upon receipt.

#### **12.          PRIOREMPLOYMENT**. You represent and warrant that youhave not taken or otherwise misappropriated and do not have in your possessionor control any confidential and proprietary information belonging to any ofyour prior employers or connected with or derived from your service to prioremployers. You represent and warrant that you have returned to all prioremployers any and all such confidential and proprietary information. Youfurther acknowledge, represent and warrant that Dendrite has informed you thatyou are not to use or cause the use of such confidential or proprietaryinformation in any manner whatsoever in connection with your employment byDendrite. You agree, represent and warrant that you will not use suchinformation in connection with your employment by Dendrite. You shall indemnifyand hold harmless Dendrite from any and all claims arising from any breach ofthe representations and warranties in this Section.

#### **13.          MISCELLANEOUS**.

##### (a)           This Agreement shallbe governed by and construed in accordance with the laws of New Jersey, withoutregard to the conflicts of laws. Competent courts of jurisdiction in New Jerseyshall have exclusive jurisdiction to entertain any

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#####  

##### legal or equitable action with respect to Sections 1 through 8 of theGeneral Terms except that Dendrite may institute any such suit against you inany jurisdiction in which you may be at the time. In the event suit isinstituted in New Jersey, it is agreed that service of summons or otherappropriate legal process may be affected upon any party by delivering it tothe last known address.

##### (b)           Your rights orobligations under the terms of this Agreement or of any other agreement withDendrite may not be assigned. Any attempted assignment will be void as toDendrite. Dendrite may, however, assign its rights to any affiliated orsuccessor entity.

##### (c)           Except for theIndemnification Agreement by and between you and Dendrite, and any Stock OptionAgreements by and between you and Dendrite, this Agreement sets forth theentire agreement between the parties hereto and fully supersedes any and allprior negotiations, discussions, agreements or understandings between theparties hereto pertaining to the subject matter hereof, including but notlimited to, the Prior Agreement. No representations, oral or otherwise, with respectto the subject matter of this Agreement have been made by either party. ThisAgreement may not be modified or waived except by a writing signed by bothparties. No waiver by either party of any breach by the other shall beconsidered a waiver of any subsequent breach of the Agreement.

##### (d)           This Agreement shallbe binding upon and inure to the benefit of your heirs and personalrepresentatives and to the successors and assigns of Dendrite.

 
| /s/ Christine A.  Pellizzari |   |
|------------------------------|--------|
| On behalf of Dendrite        |   |
|                         |   |
|                         |   |
| /s/ John Bailye              |   |
| John Bailye                  |   |

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**Exhibit ATo Dendrite Specific Terms & Conditions Of Employment**

##### (a)           “Cause” as used inthis Agreement shall mean (i) any gross misconduct on the part of you whileemployed by Dendrite with respect to your duties under this Agreement, (ii) theengaging by you in an indictable offense while employed by Dendrite whichrelates to your duties under this Agreement or which is likely to have amaterial adverse effect on the business of Dendrite, (iii) the commission byyou of any willful or intentional act while employed by Dendrite which injuresin any material respect or could reasonably be expected to injure in anymaterial respect the reputation, business or business relationships ofDendrite, including without limitation, a breach of Sections 1 through 7 of theGeneral Terms and Conditions of Employment, or (iv) the engaging by you throughgross negligence in conduct while employed by Dendrite which injures materiallyor could reasonably he expected to injure materially the business or reputationof Dendrite.

##### (b)           “Disability” as usedin this Agreement shall have the same meaning as that term, or suchsubstantially equivalent term, has in any group disability policy carried byDendrite. If no such policy exists, the term “Disability” shall mean theoccurrence of any physical or mental condition which materially interferes withthe performance of your customary duties in your capacity as an employee wheresuch disability has been in effect for a period of six (6) months (excludingpermitted vacation time), which need not be consecutive, during any singletwelve (12) month period.

##### (c)           “Good Reason” asused in this Agreement shall mean, without your express written consent, theoccurrence of any of the following events which is not corrected within ten(10) days following written notice of such event given by you to Dendrite:

|        | (i)    |   | (A) the assignment to you of any duties or  responsibilities materially and adversely inconsistent with your position  (including any material diminution of such duties or responsibilities) or (B)  a material and adverse change in your reporting responsibilities, titles or  offices with Dendrite,                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (ii)   |   | any material breach by Dendrite this Agreement with  respect to the making of any compensation payments, including without  limitation the failure to approve stock options set forth in the Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (iii)  |   | any requirement of Dendrite that you be based anywhere  other than in a thirty-five (35) mile radius of the Dendrite office you are  based in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (iv)   |   | the failure of Dendrite to continue in effect any  employee benefit plan, compensation plan, welfare benefit plan or fringe  benefit plan (such plans being referred to herein as “Welfare Plans”) in  which you are participating as of the date of this Agreement (or as such  benefits and compensation may be increased from time to time), or the taking  of any action by Dendrite which would materially and adversely affect your  participation in or materially reduce your benefits under such Welfare Plans  (other than an across-the-board reduction of such benefits affecting senior  executives of Dendrite) unless (i) you are permitted to participate in other  plans providing you with substantially comparable benefits |

 
|  | Initial here |   |
|--|--------------|--------|

 

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|  |   |   | (at substantially comparable cost with respect to  the Welfare Plans), (ii) any such Welfare Plan does not provide material  benefits to you (determined in relation to your compensation and benefits  package), (iii) such failure or action is taken at the direction of you or  with your consent, or (iv) such failure or action is required by law; or |
|--|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   |   |                                                                                                                                                                                                                                                                                                                                                         |
|  | (v)    |   | the failure of Dendrite to obtain an agreement from  a successor employer to assume Dendrite’s obligations under this Agreement in  the event of a Change in Control.                                                                                                                                                                                   |

 

You must notify Dendrite of any event constitutingGood Reason within ninety (90) days following your knowledge of its existenceor such event shall not constitute Good Reason.

##### (d)           “Change in Control”as used in this Agreement shall mean the occurrence of any one of the followingevents:

|        | (i)    |   | any “person” (as such term is defined in Section  3(a)(9) of the Securities and Exchange Act of 1934, as amended (the “Exchange  Act”), and as used in Sections 13(d)(3) and 14(4)(2) of the Exchange Act) is  or becomes a “beneficial owner” (as defined in rule 13d-3 under the Exchange  Act), directly or indirectly, of securities of Dendrite representing 33 1/3%  or more of the combined voting power of Dendrite’s then outstanding  securities eligible to vote for the election of the Board (the “Dendrite  Voting Securities”); provided, however, that the event  described in this subsection (i) shall not be deemed to be a Change in  Control by virtue of any of the following acquisitions: (A) by Dendrite or  any subsidiary, (B) by any employee benefit plan sponsored or maintained by  Dendrite or any subsidiary, (C) by any underwriter temporarily holding  securities pursuant to an offering of such securities, (D) pursuant to a  Non-Control Transaction (as defined in subsection (iii) below), or (E) a  transaction (other than one described in subsection (iii) below) in which  Dendrite Voting Securities are acquired from Dendrite, if a majority of the  Incumbent Board (as defined below) approves a resolution providing expressly  that the acquisition pursuant to this clause (E) does not constitute a Change  in Control under this subsection (i); |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (ii)   |   | individuals who, on the date of this Agreement,  constitute the Board (the “Incumbent Board”) cease for any reason to  constitute at least a majority thereof, provided that any person becoming a  director subsequent to such date, whose election or nomination for election  was approved by a vote of at least two-thirds of the directors comprising the  Incumbent Board (either by a specific vote or by approval of the proxy  statement of Dendrite in which such person is named as a nominee for  director, without objection to such nomination) shall be considered a member  of the Incumbent Board; provided, however, that no individual  initially elected or nominated as a director of Dendrite as a result of an  actual or threatened election contest with respect to directors or any other  actual or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

######  

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|        |   |   | threatened solicitation of proxies or consents by or  on behalf of any person other than the Board shall be deemed to he a member  of the Incumbent Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (iii)  |   | the shareholders of Dendrite approve a merger,  consolidation, share exchange or similar form of corporate reorganization of  Dendrite or any such type of transaction involving Dendrite or any of its  subsidiaries (whether for such transaction or the issuance of securities in  the transaction or otherwise) (a “Business Combination”), unless immediately  following such Business Combination: (A) more than 50% of the total voting  power of the publicly traded corporation or effective control resulting from  such Business Combination (including, without limitation, any corporation  which directly or indirectly has beneficial ownership of 100% of Dendrite  Voting Securities or all or substantially all of the assets of Dendrite and  its subsidiaries) eligible to elect directors of such corporation would be  represented by shares that were Dendrite Voting Securities immediately prior  to such Business Combination (either by remaining outstanding or being  converted), and such voting power would be in substantially the same  proportion as the voting power of such Dendrite Voting Securities immediately  prior to the Business Combination, and (B) no person (other than any publicly  traded holding company resulting from such Business Combination, any employee  benefit plan sponsored or maintained by Dendrite (or the corporation  resulting from such Business Combination), or any person which beneficially  owned, immediately prior to such Business Combination, directly or  indirectly, 33-1/3% or more of Dendrite Voting Securities (a “Dendrite  33-1/3% Stockholder”)) would become the beneficial owner, directly or  indirectly, of 33-1/3% or more of the total voting power of the outstanding  voting securities eligible to elect directors of the corporation resulting  from such Business Combination and no Dendrite 33-1/3% Stockholder would  increase its percentage of such total voting power and (C) at least a  majority of the members of the board of directors of the corporation  resulting from such Business Combination would be members of the Incumbent  Board at the time of the Board’s approval of the execution of the initial  agreement providing for such Business Combination (a “Non-Control  Transaction”); or |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (iv)   |   | the shareholders of Dendrite approve a plan of  complete liquidation or dissolution of Dendrite or the sale or disposition of  all or substantially all of the Dendrite’s assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

Notwithstanding the foregoing, a Change in Control ofDendrite shall not be deemed to occur solely because any person acquiresbeneficial ownership of more than 33 1/3% of Dendrite Voting Securities as aresult of the acquisition of Dendrite Voting Securities by Dendrite which, byreducing the number of Dendrite Voting Securities outstanding, increases thepercentage of shares beneficially owned by such person; provided, that if aChange in Control of Dendrite would occur as a result of such an acquisition byDendrite (if not for the operation of this sentence), and after Dendrite’sacquisition such person becomes the beneficial owner of additional DendriteVoting Securities that increases the percentage of outstanding Dendrite VotingSecurities beneficially owned by such person, then a Change in Control ofDendrite shall occur.

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