**Exhibit10.4**

 

**AMENDMENT**

 

**THIS AMENDMENT** ismade as of February 13, 2006 and amends the Employment Agreement dated asof June 9, 1997 and as amended as of May 26, 1999 (the “EmploymentAgreement”) between **DENDRITE INTERNATIONAL, INC.**(“Dendrite”) and **MARK CIEPLIK** (“Employee”). Unlessdefined in this Amendment, capitalized terms used in this Amendment will havethe meaning set forth in the Employment Agreement.

 

WHEREAS, the Company and the Employee areparties to the Employment Agreement and wish to amend the Employment Agreement;and

 

WHEREAS, the Company considers it essentialto the best interests of its shareholders to foster the continuous employmentof key management; and

 

WHEREAS, the Compensation Committee of theBoard of Directors recognizes that, as is the case with many publicly heldcorporations, the possibility of a Change of Control always exists and thatsuch possibility, and the uncertainty it may raise among management, may resultin the departure or distraction of key management personnel, to the detrimentof the Company and its shareholders; and

 

WHEREAS, the Compensation Committee of theBoard has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of key members of the Company’smanagement, including the Employee, to their assigned duties withoutdistraction in the face of potentially disturbing circumstances arising fromthe possibility of any such Change of Control;

 

NOW, THEREFORE, in consideration of thepremises and mutual covenants contained in this Amendment, the Company and theEmployee agree as follows:

 

1.                                       Section 24(a) ofthe Employment Agreement is restated in its entirety to provide as follows:

 

“(a)                            Notwithstanding Section 4 above, thefollowing severance payment only applies in the event of a Change in Control. IfEmployee’s employment is terminated within one (1) year following a Changein Control (i) by Dendrite for any reason other than death, Cause, orDisability or (ii) by Employee for Good Reason, the Employee shall beentitled to receive a lump sum severance payment equal to the sum oftwenty-four (24) months base salary (calculated at the highest base salary ratein effect during the 12 month period preceding the termination of employment)plus two (2) times the Employee’s target bonus. The severance payment tobe paid to Employee under this Section 24(a) is referred to as the “Changein Control Severance Payment”. Employee’s Change In Control Severance Paymentshall be paid by Dendrite in cash not later than twenty (20) days after theeffective date of the termination of the Employee’s employment, subject to thereceipt by Dendrite of the separation agreement and general release asdescribed in this Employment Agreement and the expiration of the required sevenday waiting period. No interest shall accrue or be payable on or with respectto any Change in Control Severance Payment, except only as otherwise expresslyset forth in this Amendment. In the

 

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event of a termination ofEmployee’s employment described in this Section, Employee shall be providedcontinued “COBRA” coverage pursuant to Sections 601 *et seq.*of ERISA (or COBRA-like coverage, if COBRA does not or would no longer apply)under Dendrite’s group medical and dental plans for the twenty-four (24) monthperiod commencing on the date of termination of employment. During the periodin which Employee receives such coverage, Employee’s cost of coverage shall bethe same as the amount paid by employees of Dendrite for the same coverageunder Dendrite’s group health and dental plans. Notwithstanding the foregoing,in the event Employee becomes re-employed with another employer, the payment ofCOBRA coverage by Dendrite as described above shall cease (even if the Employeeis entitled under COBRA to continue to participate in Dendrite’s group medicaland dental plans).

 

If Employee’s employment is terminated byDendrite as described in this Section 24(a), in addition to the aboveChange in Control Severance Payment, Employee will be entitled also to receive Employee’starget bonus for the year in which employment is so terminated, assuming suchbonus has not previously been paid, which will be pro-rated to reflect thepercentage of days of the year during which Employee performed services forDendrite and which shall also be considered to be a Change in Control SeverancePayment.

 

In the event of a Change in Control all stock optionsand restricted stock or other outstanding equity awards granted to Employee byDendrite will immediately vest and all contractual sale conditions will belifted.

 

In the event Employee is entitled to the Change inControl Severance Payment as set forth in this Section 24(a), Employeeshall not be entitled to any other severance payments from Dendrite, under thisEmployment Agreement or otherwise (including under Section 4).”

 

In addition, due to the lump sum severancepayment to be made hereunder, Section 24(b) of the EmploymentAgreement is amended by deleting the second sentence of such section inits entirety.

 

In addition, Section 24 of theEmployment Agreement is amended by adding the following after Section 24(e):

 

“(f)                              Notwithstanding anythingelse herein to the contrary, in the event that the Company’s certified publicaccountants (or another certified public accounting firm, if the Company’scertified public accountants may not provide such service due toindependence or other considerations) (the “Accountants”) determine that anyactual or potential payment or distribution by the Company to or for thebenefit of the Employee (whether paid, payable, distributed or distributable tothe Employee, whether under this Agreement or otherwise) (a “Payment”) wouldlikely subject the Employee to the imposition of an excise tax under Section 4999of the Code (or any similar successor provision) (“Section 4999”), thenthe Compensation Committee of the Company’s Board of Directors, in its solediscretion, may determine and agree to, but need not,

 

(1)                                  reduce (but not below zero) the Change inControl Severance Payment to the Reduced Amount. For this purpose, the “ReducedAmount” shall be an amount which

 

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is designed and calculated tomaximize the Change in Control Severance Payment without causing any Payment tobe subject to the excise tax under Section 4999;  or

 

(2)                                  pay to the Employee an amount (the “TaxGross-Up Payment”), to be calculated by the Accountants, designed andcalculated to fully negate the tax impact of any excise tax imposed (or to beimposed) upon the Employee as a result of Section 4999. Any such TaxGross-Up Payment will take into account the federal, state and local income,employment and excise tax consequences of the Tax Gross-Up Payment, includingthe additional impact of Section 4999 on the Tax Gross-Up Payment itself.”

 

2.                                       Notwithstandinganything in this Amendment or in the Employment Agreement to the contrary, anyseverance payment under the Employment Agreement may be delayed, for nomore than six (6) months following termination of employment, pursuant to Section 409Aof the Internal Revenue Code (the “Code”), and, to the extent any delay inseverance payment is attributable to Code Section 409A, interest on suchseverance payment shall accrue from the date otherwise scheduled for suchpayment under the terms of this Employment Agreement until the date of actualpayment at an annual rate of six percent (6%).

 

3.                                       For purposes of Section 24(a) ofthis Employment Agreement, “target bonus” means the annual target bonusestablished for the Employee for the fiscal year in which the Employee’semployment terminates, or if the annual target bonus has not been establishedfor the Employee for such fiscal year, then the annual target bonus for theprior fiscal year shall be used; *provided that*,in connection with a Change in Control Severance Payment, in no event shalltarget bonus be less than the annual target bonus most recently established forthe Employee prior to the occurrence of the Change in Control.

 

4.                                       Except asexpressly modified by this Amendment, all of the terms and conditions of theEmployment Agreement shall remain in full force and effect.

 

**IN WITNESS WHEREOF,**theparties have signed this Amendment as of the first date written above.

 
|   | **DENDRITE INTERNATIONAL, INC.** |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | CHRISTINE PELLIZZARI                  |   |
|   | Name:                                 | Christine Pellizzari |
|   | Title:                                | Senior Vice President, General Counsel  and Secretary |
|   |                                  |
|   | MARK CIEPLIK                          |   |
|   | Mark Cieplik                          |
|        |                                       |  |  |  |

 

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