**Exhibit 10.4**

# ****1405 US Highway 206, Bedminster, NJ 07921 USA

June 28, 2006

Carl Cohen[Address]

 

Dear Carl:

We would like to confirm theterms and conditions of your employment with Dendrite International, Inc. (“Dendrite”).

## **SPECIFIC TERMS & CONDITIONS OF EMPLOYMENT**

**1.             DUTIES/TERM. **You will be employed as President,Marketing Solutions initially reportingto Joseph Ripp, President and COO or his designee.**** You shall(i) perform those duties as may from time to time be assigned to you byDendrite or its affiliates; (ii) devote your full-time attention and bestefforts solely and exclusively to the duties assigned to you; and (iii) complywith all existing Dendrite rules, regulations, policies and directives andthose which may be established from time to time.****Your employment will be at-will and may be terminated at anytime for any reason with or without cause by Dendrite.  You agree to provide two (2) weeks notice toDendrite before terminating your employment.

**2.             COMPENSATION.**

       (a)           Base Salary.  Dendrite shall pay you for your services abase salary at a rate of $285,000.00 per annum to be paid on a semi-monthlybasis in accordance with Dendrite’s regular payroll practices.

       (b)           Bonus.  You will be eligible to receive an annual discretionarybonus (the “Bonus”) with an initial target of $285,000.00.  Bonus eligibility shall be determined andpaid in accordance with Dendrite’s applicable incentive compensation policy ineffect from time-to-time.  The payment ofany Bonus is subject to:  (a) Dendrite’sachievement of the financial goals set forth and approved by the Board, (b)such other objectives as may be determined by Dendrite from time to time, and(c) you remaining in the employ of Dendrite as of the time of payment of anysuch Bonus or portion

 

----

 

thereof, and (d) the terms and conditions of theapplicable incentive compensation plan in effect from time to time.  Subject to (c) and (d) in the immediatelypreceding sentence, Dendrite will pay you a bonus of at least $142,500.00 in2006 and $142,500.00 in 2007.  Yourtarget for a discretionary bonus will be reviewed and determined on an annualbasis by Dendrite.

(c)           Stock Options.  Pursuant to a Dendrite stock plan (the “StockPlan”), upon the execution of this Agreement, Dendrite shall give you an optionto purchase 100,000 shares of the common stock of Dendrite.  The price for such options shall bedetermined by the Compensation Committee of the Board.  Your entitlement to such options shall be subjectto (i) a four-year vesting schedule pursuant to which twenty-fivepercent (25%) of such options shall first become exercisable on the firstanniversary of the date of grant and the remaining seventy-five percent (75%)shall become exercisable pro rata over the following three (3) year period, ona monthly basis, commencing on the first anniversary of the date of grant andending on the fourth anniversary of the date of grant; providedthat,in no event shall any such option be exercisable for less than a whole share oron or following the expiration or termination of such option pursuant to theterms and conditions of the Stock Plan or the option agreement described herein, (ii) approval by the Board, (iii) yourexecution of a definitive option agreement in form and substance satisfactoryto Dendrite and (iv) in all instances subject to the terms and conditions ofthe Stock Plan.

       (d)           Sign-onBonus.  You will also receive a sign-on bonus of $50,000.00.  In the event that prior to the firstanniversary of your employment (i) you voluntarily terminate your employmentwith Dendrite for any reason whatsoever, or (ii) your employment is terminatedby Dendrite for Cause, you agree to pay to Dendrite within 90 days of thetermination of your employment all amounts paid to you as a sign-on bonus.  You authorize Dendrite to immediately offsetagainst and reduce any amounts otherwise due you for any amounts in respect ofyour obligation to repay such amounts.

**3.             BENEFITS.**

       Dendriteshall provide you:

       (a)           Vacation.  Four weeks vacation per annum in accordancewith Dendrite policy in effect from time to time.

       (b)           Business Expenses.  Reimbursement for reasonable travel,entertainment and other reasonable and necessary out-of-pocket expensesincurred by you in connection with the performance of your duties in accordancewith Dendrite policy in effect from time to time.

       (c)           Other.  Other benefits to the same extent as may beprovided to other employees generally in accordance with Dendrite policy ineffect from time to time and subject to the terms and conditions of suchbenefit plans.

2

----

 

**4.             SEVERANCE.**

(a)    Upon your 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 (subjectto any applicable off-sets) applicable payments and benefits in Section 4(b),and your base salary through the date of your termination.

(b)    If your employment hereunder is terminated by Dendrite for any reason otherthan death, Cause (as defined in Exhibit A) or Disability (as defined inExhibit A), you shall be entitled to receive severance payments in an aggregateamount equal to the sum of one year base salary (calculated at the rate of basesalary then being paid to you as of the date of termination) and your annualtarget bonus as of the date of termination; provided, however, that in theevent you obtain any other employment or any consulting or independentcontractor engagement during the Severance Period, you shall immediately notifyDendrite, and any compensation earned by you therefrom shall reduce Dendrite’sseverance obligations to you under this Section 4(b) on a dollar-for-dollarbasis (the “Offset”). From time to time during the Severance Period, uponDendrite’s reasonable written request, you shall provide Dendrite with writtenverification (such as wage stubs, tax returns and new employer verifications)of amounts earned by you from such other employment or consulting engagements.In the event you fail to supply such information within 10 days of the date ofsuch request, the obligations of Dendrite under this Section 4(b) shallterminate. 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 period ofSeverance Payments shall be referred to as the “Severance Period.” No interestshall accrue or be payable on or with respect to any Severance Payment. In theevent of a termination of your employment described in this Section 4(b), youshall be provided continued “COBRA” coverage pursuant to Sections 601 et seq.of ERISA under Dendrite’s group health plan. During the period which you receive the Severance Payment, your cost ofCOBRA coverage shall be the same as the amount paid by employees of Dendrite forthe same coverage under Dendrite’s group health plan.  Notwithstanding the foregoing, in the eventyou become re-employed with another employer and become eligible to receivehealth coverage from such employer, the payment of COBRA coverage by Dendriteas described herein shall cease.

(c)    The following severance payment only applies in the event of a Change inControl. If your employment hereunder is terminated within the one (1) yearperiod following a Change in Control (as defined in Exhibit A) by Dendrite forany reason other than death, Cause (as defined in Exhibit A) or Disability (asdefined in Exhibit A), or by you for Good Reason (as defined in Exhibit A), youshall be entitled to receive the severance payments and continued benefitscoverage on the same terms and conditions as set forth in Section 4(b) above;provided that no Offsets shall apply to any severance otherwise due under thisSection 4(c). For purposes of clarification, under no circumstances are youentitled to receive payments under both Sections 4(b) and 4(c). In

3

----

 

the event of a Change of Control, all stock optionsthen granted to you by Dendrite will immediately vest and all sale restrictionswill be lifted.

(d)  The makingof any Severance Payment under Section 4(b) or 4(c) hereunder is conditionedupon the signing of and abiding by the terms of a separation agreement preparedby Dendrite which includes a general release in form and substance satisfactoryto Dendrite under which you release Dendrite and its affiliates together withtheir respective officers, directors, shareholders, employees, agents andsuccessors and assigns from any and all claims you may have against them.  In the event you breach any provisions ofSections 1 through 6 of the General Terms and Conditions of Employment of thisAgreement, in addition to any other remedies at law or in equity, Dendrite maycease making any Severance Payment or any payments for COBRA coverage otherwisedue under Section 4(b) or 4(c).  Nothingherein shall affect any of your obligations or Dendrite’s rights under thisAgreement.

(e)     In the event you terminateyour employment with Dendrite or Dendrite terminates your employment for “Cause”it is understood and agreed that Dendrite’s only obligation is to pay you yourbase salary through the date of your termination and to offer you COBRAcoverage in accordance with applicable law.

Please sign where indicated below to acknowledge youragreement to the Specific Terms and Conditions (“Special Terms”) set forthabove and the General Terms and Conditions of Employment attached hereto (“GeneralTerms”), both of which together shall form the terms and conditions of youremployment (the “Agreement”).
|                          |    | Sincerely,                             |   |
|--------------------------|---------|----------------------------------------|--------|
|                     |    |                                   |   |
|                     |    |                                   |   |
|                     |    | /s/ Joseph Ripp                        |   |
|                     |    | Joseph Ripp                            |   |
|                     |    | President and  Chief Operating Officer |
| Accepted and  agreed to: |    |                                   |   |
|                     |    |                                   |   |
|                     |    |                                   |   |
|                     |    |                                   |   |
| /s/ Carl Cohen           |    |                                   |   |
| Carl Cohen               |    |                                   |   |
|                     |    |                                   |   |
| Date:                    | 6/28/06 |                                   |   |   |   |
|                          |         |                                        |        |  |  |

** **

4

----

** **

**DENDRITEINTERNATIONAL, INC.GENERAL TERMS & CONDITIONS OF EMPLOYMENT(together with the SpecificTerms and Conditions of Employment, the “Agreement”)**

**1.**             **INFORMATION AND BUSINESSOPPORTUNITY. **During youremployment with Dendrite, you may acquire knowledge of (i) information that isrelevant to the business of Dendrite or its affiliates or (ii) knowledge ofbusiness opportunities pertaining to the business in which Dendrite or itsaffiliates are engaged.  You shallpromptly disclose to Dendrite that information or business opportunity butshall not disclose it to anyone else without Dendrite’s written consent.

**2.**             **DENDRITE AND CLIENTCONFIDENTIAL INFORMATION. **As a result of your employment with Dendrite,you will acquire information which is proprietary and confidential toDendrite and its affiliates.  Thisinformation includes, but is not limited to, Dendrite’s proprietary software,technical and commercial information, instruction and product information, thedesign, “look and feel” and capabilities of Dendrite’s product, Dendrite’sproprietary training program methodology regarding the utilization ofelectronic territory management software and associated client supportservices, Dendrite’s methodology for promoting its products and services to itsclients, Dendrite’s proprietary Graphic User Interface, the navigational pathsthrough which Dendrite’s clients input and access information stored in theproprietary software, the particularized needs and demands of Dendrite’sclients and the customizations Dendrite makes to its proprietary software tomeet those clients’ needs, financial arrangements, salary and compensationinformation, competitive status, pricing policies, knowledge of suppliers,technical capabilities, discoveries, algorithms, concepts, software in anystage of development, designs, drawings, specifications, techniques, models, data,technical manuals, training guides and manuals, research and developmentmaterials, processes, procedures, know-how and other business affairs relatingto Dendrite.  Confidential informationalso includes any and all technical information involving Dendrite’s work.  Inaddition,****Dendrite may be furnishedinformation and data which is proprietary and confidential to its clients,partners, suppliers and other third 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 tokeep all such information confidential and agree not to reveal it at any timewithout the express written consent of Dendrite.  This obligation is to continue in force afteremployment terminates for whatever reason.

**3.             RETURNOF PROPERTY. **Upontermination of employment for any reason or upon the request of Dendrite, youshall fully account for and return to Dendrite all property which you received,prepared or helped prepare in connection with your employment including, butnot limited to, all copies of any confidential information or records, data,materials, disks, notes, notebooks, blueprints, client lists or other papers ormaterial in any tangible media or computer readable form belonging to Dendriteor to any of its clients, partners and suppliers.  You will not retain any copies, duplicates,reproductions or excerpts thereof.
|  | Initial here |   |
|--|--------------|--------|

 

1

----

 

**4.             INVENTIONS. **All work performed by youand all materials, products, deliverables, inventions, software, ideas,disclosures and improvements, and copyrighted material made or conceived byyou, solely or jointly, in whole or in part, during your employment withDendrite (even if completed following the termination of your employment) thatrelate to any matters pertaining to the business of Dendrite shall be theproperty of Dendrite and shall be deemed to be a work made for hire.  To the extent that title to any of theforegoing shall not, by operation of law, vest in Dendrite, all right, titleand interest therein are hereby irrevocably assigned to Dendrite.  You agree to give Dendrite or any person orentity designated by Dendrite reasonable assistance required to perfect itsrights therein.

**5.**             **RESTRICTION ON FUTUREEMPLOYMENT. **Youacknowledge (i) the highly competitive nature of the business and the industryin which Dendrite competes; (ii) that you will acquire and have access toconfidential information as described in Section 2 of the General Terms; (iii)that, as a key employee of Dendrite, you will participate in the servicing ofcurrent clients and/or the solicitation of prospective clients, through which,among other things, you will obtain knowledge of the “know-how” and businesspractices of Dendrite, in which matters Dendrite has a substantial proprietaryinterest; and (iv) that your employment hereunder requires the performance ofservices which are special, unique, extraordinary and intellectual incharacter, and your position with Dendrite places you in a position ofconfidence and trust with the clients and employees of Dendrite.  In the course of your employment withDendrite, you will develop a personal relationship with the clients of Dendriteand a knowledge of those clients’ affairs and requirements, and that therelationship of Dendrite with their established clientele will therefore beplaced in your hands in confidence and trust. You consequently agree that it is reasonable and necessary for theprotection of the confidential information, goodwill and business of Dendritethat you make the covenants contained herein and that Dendrite would not haveentered into this Agreement unless the covenants set forth in this Section 5were contained in this Agreement. Accordingly, you agree that during the period that you are employed byDendrite and for a period of eighteen (18) months thereafter, you shall not, asan individual, employee, consultant, partner, shareholder, or in associationwith any other person, business or enterprise, except on behalf of Dendrite,directly or indirectly, and regardless of the reason for your ceasing to beemployed by Dendrite:

(a)  perform services that compete with thebusiness or business conducted by Dendrite or any of its affiliates or renderservices to any person or entity which competes with the business of businessesconducted by Dendrite or any of its affiliates (or which business Dendrite canat the time of your termination of employment establish it will likely conductwithin one (1) year following the date of your termination);

(b)  attempt in any manner to solicit or acceptfrom any client business of the type performed by Dendrite or to persuade anyclient to cease to do business or to reduce the amount of business which anysuch client has customarily done or is reasonably expected to do with Dendrite,whether or not the relationship between Dendrite and such client was originallyestablished in whole or in part through your efforts;

2

----

 

(c)          employ, attempt to employ or assistanyone else in employing any employee or contractor of Dendrite or induce orattempt to induce any employee or contractor of Dendrite to terminate theiremployment or engagement with Dendrite; or

(d)         render to or for any client anyservices of the type rendered by Dendrite (unless such services are rendereddirectly to a client as an employee of such client, in which case this Section5(d) shall not apply).

Asused in this Section 5, the term “Dendrite” shall mean Dendrite and itsaffiliates, 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 (1) 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 had made a new businesspresentation (or similar offering of services) at any time during the one (1)year period immediately preceding the Determination Date; but only if youactively participated in or supervised such new business presentation (orsimilar offering of services); and (4) any prospective client to whom Dendritemade a new business presentation (or similar offering of services) at any timewithin six (6) months after the date of your termination (but only if theinitial discussions between Dendrite and such prospective client relating tothe rendering of services occurred prior to the date of your termination, andonly if you actively participated in or supervised such discussions).  For purposes of this clause, it is agreedthat a general mailing or an incidental contact shall not be deemed a “newbusiness presentation or similar offering of services” or a “discussion”.  In addition, if the client is part of a groupof companies which conducts business through more than one entity, division oroperating unit, whether or not separately incorporated (a “Client Group”), theterm “client” as used herein shall also include each entity, division andoperating unit of the Client Group where the same management group of theClient Group has the decision making authority or significant influence withrespect to contracting for services of the type rendered by Dendrite.

For an eighteen (18)month period after the termination of your employment for any reasonwhatsoever, you agree to promptly notify Dendrite in writing the identity ofall subsequent employers.  You agree toprovide such information as Dendrite may from time to time request to determineyour compliance with the terms of this Agreement.

**6.**                   **NON-DISPARAGEMENT. **Youagree 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 Company.

3

----

 

**7.**                   **OUTSIDE CONTRACTING. **You shall not enter into any agreementsto provide services to any company, person or organization outside of youremployment by Dendrite (an “Outside Agreement”) without the prior writtenexpress 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 to be provided by you.  Dendrite shall not unreasonably withholdpermission to you to enter into Outside Agreements unless such OutsideAgreements (i) are with competitors or potential competitors of Dendrite, or(ii) as determined in Dendrite’s sole discretion, shall substantially hamper orprohibit you from satisfactorily carrying out all duties assigned to you byDendrite.

**8.                   REMEDIES. **The parties agree that inthe event you breach or threaten to breach this Agreement, money damages may bean inadequate remedy for Dendrite and that Dendrite will not have an adequateremedy at law.  It is understood,therefore, that in the event of a breach or threatened breach of this Agreementby you, Dendrite shall have the right to obtain from a court of competentjurisdiction restraints or injunctions prohibiting you from breaching orthreatening to breach this Agreement.  Inthat event, the parties agree that Dendrite will not be required to post bondor other security.  It is also agreedthat any restraints or injunctions issued against you shall be in addition toany other remedies which Dendrite may have available to it.

**9.                   ARBITRATION.**

            (a)      If any dispute arises between you andDendrite that the parties cannot resolve themselves, including any dispute overthe application, validity, construction, or interpretation of this Agreement,arbitration in accordance with the then-applicable employment law rules of theAmerican Arbitration Association shall provide the exclusive remedy forresolving any such dispute, regardless of its nature; provided, however, thatDendrite may enforce your obligation to provide services under this Agreementand your obligations under Sections 1 through 7 hereof by an action forinjunctive relief and damages in a court of competent jurisdiction at any timeprior or subsequent to the commencement of an arbitration proceeding as hereinprovided.  This Section 9 shall apply toany and all claims arising out of your employment and its termination, understate and federal statutes, local ordinances, and the common law including,without limitation Title VII of theCivil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the EqualPay Act, the Employee Retirement Income Security Act, as amended, the AgeDiscrimination in Employment Act of 1967, the Americans with Disabilities Actof 1990, the Family and Medical Leave Act of 1993, the Fair Labor StandardsAct, the New Jersey Family Leave Act, the New Jersey Conscientious EmployeeProtection Act, the New Jersey Civil Rights Act and the New Jersey Law AgainstDiscrimination.

**             (b)     You haveread and understand this Section 9 which discusses arbitration.  You understand that by signing thisAgreement, you agree to submit any claims arising out of, relating to, or inconnection with this Agreement, or the interpretation, validity, construction,performance, breach or termination thereof, or your employment or thetermination thereof, to binding arbitration, and that this arbitrationprovision constitutes a waiver of your right to a jury trial and relates to theresolution of all disputes relating to all aspects of the employer/employeerelationship.  You further understandthat other options**

4

----

** **

**such as federal and state administrative remedies andjudicial remedies exist and know that by signing this Agreement those remediesare forever precluded and that regardless of the nature of your complaint, youknow that it can only be resolved by arbitration.**

**             (c)     Unless the parties agree otherwise, anyarbitration shall be administered by and take place in the offices of theAmerican Arbitration Association in Somerset, New Jersey.  If that office is not available, thearbitration then the arbitrator shall determine the location of the arbitrationwithin New Jersey.**

**10.          SEVERABILITY. **If any provision of thisAgreement shall be declared invalid or illegal for any reason whatsoever, thennotwithstanding such invalidity or illegality, the remaining terms andprovisions of this Agreement shall remain in full force and effect in the samemanner as if the invalid or illegal provision had not been containedherein.  Moreover, if any one or more ofthe provisions contained in this Agreement is held to be excessively broad asto duration, scope, activity or subject, such provisions will be construed bylimiting and reducing them so as to be enforceable to the maximum extentcompatible with applicable law.

**11.                NOTICES. **In the event any notice isrequired to be given under the terms of this Agreement, it shall be deliveredin the English language, in writing, as follows:
| 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.**                **PRIOR EMPLOYMENT. **You represent and warrant that you havenot taken or otherwise misappropriated and do not have in your possession orcontrol any confidential and proprietary information belonging to any of yourprior employers or connected with or derived from your service to prioremployers.  You represent and warrantthat you have returned to all prior employers any and all such confidential andproprietary information.  You furtheracknowledge, represent and warrant that Dendrite has informed you that you arenot to use or cause the use of such confidential or proprietary information inany manner whatsoever in connection with your employment by Dendrite.  You agree, represent and warrant that youwill not use such information.  You shallindemnify and hold harmless Dendrite from any and all claims arising from anybreach of the representations and warranties in this Section.

**13.                MISCELLANEOUS.**

(a)        This Agreementshall be governed by and construed in accordance with the laws of New Jersey,without regard to the conflicts of laws. Competent courts of jurisdiction in New

5

----

 

Jersey shall have exclusive jurisdiction to entertainany 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 is instituted in NewJersey, it is agreed that service of summons or other appropriate legal processmay be effected upon any party by delivering it to the last known address.

(b)        Yourrights or obligations under the terms of this Agreement or of any otheragreement with Dendrite may not be assigned. Any attempted assignment will be void as to Dendrite.  Dendrite may, however, assign its rights toany affiliated or successor entity.

(c)        This Agreement sets forth the entireagreement between the parties hereto and fully supersedes any and all priornegotiations, discussions, agreements or understandings between the partieshereto pertaining to the subject matter hereof. No representations, oral or otherwise, with respect to the subjectmatter of this Agreement have been made by either party.  This Agreement may not be modified or waivedexcept by a writing signed by both parties. No waiver by either party of any breach by the other shall be considereda waiver of any subsequent breach of the Agreement.

(d)        ThisAgreement shall be binding upon and inure to the benefit of your heirs andpersonal representatives and to the successors and assigns of Dendrite.

 

6

----

** **

**Exhibit A To Dendrite Specific Terms & ConditionsOf Employment**

(a)                             “Cause” as used in this Agreement shallmean (i) any gross misconduct on the part of you with respect to your dutiesunder this Agreement, (ii) the engaging by you in an indictable offense 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 which injures in any material respect orcould reasonably be expected to injure in any material respect the reputation,business or business relationships of Dendrite, including without limitation, abreach of Sections 1 through 7 of the General Terms and Conditions ofEmployment, or (iv) the engaging by you through gross negligence in conductwhich injures materially or could reasonably be expected to injure materiallythe business or reputation of Dendrite.

(b)                                 “Disability” as used in this Agreementshall have the same meaning as that term, or such substantially equivalentterm, has in any group disability policy carried by Dendrite.  If no such policy exists, the term “Disability”shall mean the occurrence of any physical or mental condition which materiallyinterferes with the performance of your customary duties in your capacity as anemployee where such disability has been in effect for a period of six (6)months (excluding permitted vacation time), which need not be consecutive,during any single twelve (12) month period.

(c)  “Good Reason” as used in this Agreement shallmean, without your express written consent, the occurrence of any of thefollowing events concurrently with or within one (1) year following a “Changein Control” (as defined below) which is not corrected within ten (10) daysfollowing written notice of such event given by you to Dendrite:

(i)                                     the assignment to you of any duties orresponsibilities materially and adversely inconsistent with your position(including any material diminution of such duties or responsibilities) or (B) amaterial and adverse change in your reporting responsibilities, titles oroffices with Dendrite;

(ii)                                  any material breach by Dendrite thisAgreement with respect to the making of any compensation payments;

(iii)                               any requirement of Dendrite that you bebased anywhere other than in a thirty-five (35) mile radius of the Dendriteoffice you are based in on the date of the consummation of the Change inControl.

(iv)                              the failure of Dendrite to continue ineffect any employee benefit plan, compensation plan, welfare benefit plan orfringe benefit plan (such plans being referred to herein as “Welfare Plans”) inwhich you are participating as of the date of this Agreement (or as suchbenefits and compensation may be increased from time to time), or the taking ofany action by Dendrite which would materially and adversely affect yourparticipation in or materially reduce your benefits under such Welfare Plans(other than an across-the-board reduction of such benefits affecting seniorexecutives of 

1

----

 

Dendrite) unless (i) you are permitted to participate in other plansproviding you with substantially comparable benefits (at substantially comparablecost with respect to the Welfare Plans), (ii) any such Welfare Plan does notprovide material benefits to you (determined in relation to your compensationand benefits package), (iii) such failure or action is taken at the directionof you or with your consent, or (iv) such failure or action is required by law;or

(v)  the failure of Dendrite to obtain an agreementfrom a successor employer to assume Dendrite’s obligations under this Agreementin the event of a Change in Control.

You must notifyDendrite of any event constituting Good Reason within ninety (90) daysfollowing your knowledge of its existence or such event shall not constituteGood Reason.

(d)  “Change inControl” as used in this Agreement shall mean the occurrence of any one of thefollowing events:

(i)           any “person” (as such term is definedin 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(d)(2) of the ExchangeAct) is or becomes a “beneficial owner” (as defined in rule 13d-3 under theExchange Act), directly or indirectly, of securities of Dendrite representing33 1/3% or more of the combined voting power of Dendrite’s then outstandingsecurities eligible to vote for the election of the Board (the “Dendrite VotingSecurities”); provided, however, that the event described in thissubsection (i) shall not be deemed to be a Change in Control by virtue of anyof the following acquisitions:  (A) byDendrite or any  subsidiary, (B) by anyemployee benefit plan sponsored or maintained by Dendrite or any subsidiary,(C) by any underwriter temporarily holding securities pursuant to an offeringof such securities, (D) pursuant to a Non-Control Transaction (as defined insubsection (iii)), or (E) a transaction (other than one described in subsection(iii) below) in which Dendrite Voting Securities are acquired from Dendrite, ifa majority of the Incumbent Board (as defined below) approves a resolutionproviding expressly that the acquisition pursuant to this clause (E) does notconstitute a Change in Control under this subsection (i);

(ii)          individuals who, on the date of thisAgreement, constitute the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority thereof, provided that any person becoming adirector subsequent to such date, whose election or nomination for election wasapproved by a vote of at least two-thirds of the directors comprising theIncumbent Board (either by a specific vote or by approval of the proxystatement of Dendrite in which such person is named as a nominee for director,without objection to such nomination) shall be considered a member of theIncumbent Board; provided, however, that no individual initiallyelected or nominated as a director of Dendrite as a result of an actual orthreatened election contest with respect to directors or any other actual orthreatened solicitation of proxies or consents by or on behalf of any personother than the Board shall be deemed to be a member of the Incumbent Board;

2

----

 

(iii)         the shareholders of Dendrite approve amerger, consolidation, share exchange or similar form of corporatereorganization of Dendrite or any such type of transaction involving Dendriteor any of its subsidiaries (whether for such transaction or the issuance of securitiesin the transaction or otherwise) (a “Business Combination”), unless immediatelyfollowing such Business Combination:  (A)more than 50% of the total voting power of the publicly traded corporationresulting from such Business Combination (including, without limitation, anycorporation which directly or indirectly has beneficial ownership of 100% ofDendrite Voting Securities or all or substantially all of the assets ofDendrite and its subsidiaries) eligible to elect directors of such corporationwould be represented by shares that were Dendrite Voting Securities immediatelyprior to such Business Combination (either by remaining outstanding or beingconverted), and such voting power would be in substantially the same proportionas the voting power of such Dendrite Voting Securities immediately prior to theBusiness Combination, (B) no person (other than any publicly traded holdingcompany resulting from such Business Combination, any employee benefit plansponsored or maintained by Dendrite (or the corporation resulting from suchBusiness Combination), or any person which beneficially owned, immediatelyprior to such Business Combination, directly or indirectly, 33-1/3% or more ofDendrite Voting Securities (a “Dendrite 33-1/3% Stockholder”)) would become thebeneficial owner, directly or indirectly, of 33-1/3% or more of the totalvoting power of the outstanding voting securities eligible to elect directorsof the corporation resulting from such Business Combination and no Dendrite33-1/3% 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 thecorporation resulting from such Business Combination would be members of theIncumbent Board at the time of the Board’s approval of the execution of theinitial agreement providing for such Business Combination (a “Non-ControlTransaction”); or

(iv)        the shareholders of Dendrite approve aplan of complete liquidation or dissolution of Dendrite or the sale ordisposition of all or substantially all of the Dendrite’s assets.

Notwithstanding the foregoing, a Change in Control of Dendrite shallnot be deemed to occur solely because any person acquires beneficial ownershipof more than 33-1/3% of Dendrite Voting Securities as a result of theacquisition of Dendrite Voting Securities by Dendrite which, by reducing thenumber of Dendrite Voting Securities outstanding, increases the percentage ofshares 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.

3

----

**AMENDMENT**

 

**THISAMENDMENT** is made as of June 28, 2006 and amends theEmployment Agreement effective June 28, 2006 (the “Employment Agreement”)between **DENDRITE INTERNATIONAL, INC.**(“Dendrite”) and **CARL COHEN**(“Employee”). Unless defined in this Amendment, capitalized terms used in thisAmendment will have the meaning set forth in the Employment Agreement.

 

WHEREAS, the Company and theEmployee are parties to the Employment Agreement and wish to amend theEmployment Agreement; and

 

WHEREAS, the Companyconsiders it essential to the best interests of its shareholders to foster thecontinuous employment of key management; and

 

WHEREAS, the CompensationCommittee of the Board of Directors recognizes that, as is the case with manypublicly held corporations, the possibility of a Change of Control alwaysexists and that such possibility, and the uncertainty it may raise amongmanagement, may result in the departure or distraction of key managementpersonnel, to the detriment of the Company and its shareholders; and

 

WHEREAS, the CompensationCommittee of the Board has determined that appropriate steps should be taken toreinforce and encourage the continued attention and dedication of key membersof the Company’s management, including the Employee, to their assigned dutieswithout distraction in the face of potentially disturbing circumstances arisingfrom the possibility of any such Change of Control;

 

NOW, THEREFORE, inconsideration of the premises and mutual covenants contained in this Amendment,the Company and the Employee agree as follows:

 

1.            Section 4(c) of the Employment Agreement is restated in its entiretyto provide as follows:

 

“(c)        Notwithstanding Sections 4(a) and (b) above, the following severancepayment only applies in the event of a Change in Control. If Employee’semployment is terminated within one (1) year following a Change in Control(i) by Dendrite for any reason other than death, Cause, or Disability or(ii) by Employee for Good Reason, the Employee shall be entitled toreceive a lump sum severance payment equal to the sum of twenty-four (24)months base salary (calculated at the highest base salary rate in effect duringthe 12 month period preceding the termination of employment) plus two(2) times the Employee’s target bonus. The severance payment to be paid toEmployee under this Section 4(c) is referred to as the “Change inControl 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 event of a termination of Employee’semployment described in this Section 4(c), Employee shall be providedcontinued “COBRA” coverage pursuant to Sections 601 *et seq.* of ERISA (or COBRA-like coverage, if COBRA does notor would no longer apply) under Dendrite’s group medical and dental plans forthe twenty-four (24) month period commencing on the date of termination ofemployment. During the period in which Employee receives such coverage,Employee’s cost of coverage shall be the same as the amount paid by employeesof Dendrite for the same coverage under Dendrite’s group health and dentalplans. Notwithstanding the foregoing, in the event Employee becomes re-employedwith another employer, the payment of COBRA coverage by Dendrite as describedabove shall cease (even if the Employee is entitled under COBRA to continue toparticipate in Dendrite’s group medical and dental plans).

 

If your employment isterminated by Dendrite as described in this Section 4(c), in addition tothe above Change in Control Severance Payment, you will be entitled also toreceive your target bonus for the year in which your employment is soterminated, assuming such bonus has not previously been paid, which will bepro-rated to reflect the percentage of days of the year during which youperformed services for Dendrite and which shall also be considered to be aChange in Control Severance Payment.

 

In the event of a Changein Control, all stock options and restricted stock or other outstanding equityawards granted to you by Dendrite will immediately vest and all contractualsale conditions will be lifted.

 

In the event Employee isentitled to the Change in Control Severance Payment as set forth in thisSection 4(c), Employee shall not be entitled to any other severancepayments from Dendrite, under this Employment Agreement or otherwise (includingunder Section 4(b)).”

 

In addition, due to thelump sum payment to be made hereunder, Section 4(d) of the EmploymentAgreement is amended by deleting the reference to Section 4(c) fromthe second sentence of such section.

 

In addition,Section 4 of the Employment Agreement is amended by inserting thefollowing after Section 4(e):

 

“(f)         Notwithstanding anything else herein to the contrary, in the event that theCompany’s certified public accountants (or another certified public accountingfirm, if the Company’s certified public accountants may not provide suchservice due to independence or other considerations) (the “Accountants”) determinethat any actual or potential payment or distribution by the Company to or forthe benefit of the Employee (whether paid, payable, distributed ordistributable to the Employee, whether under this Agreement or otherwise) (a“Payment”) would likely subject the Employee to the imposition of an excise taxunder Section 4999 of the Code (or any similar successor provision)(“Section 4999”), then the Compensation Committee of the Company’s Boardof Directors, in its sole discretion, may determine and agree to, but neednot,

2

----

 

(1)          reduce (but not below zero) the Change in Control Severance Payment to theReduced Amount. For this purpose, the “Reduced Amount” shall be an amount whichis designed and calculated to maximize the Change in Control Severance Paymentwithout causing any Payment to be subject to the excise tax underSection 4999;  or

 

(2)          pay to the Employee an amount (the “Tax Gross-Up Payment”), to be calculated bythe Accountants, designed and calculated to fully negate the tax impact of anyexcise tax imposed (or to be imposed) upon the Employee as a result ofSection 4999. Any such Tax Gross-Up Payment will take into account thefederal, state and local income, employment and excise tax consequences of theTax Gross-Up Payment, including the additional impact of Section 4999 onthe Tax Gross-Up Payment itself.”

 

2.            Notwithstanding anything in this Amendment or in the Employment Agreement tothe contrary, any severance payment under the Employment Agreement may bedelayed, for no more than six (6) months following termination ofemployment, pursuant to Section 409A of the Internal Revenue Code (the“Code”), and, to the extent any delay in severance payment is attributable toCode Section 409A, interest on such severance payment shall accrue fromthe date otherwise scheduled for such payment under the terms of thisEmployment Agreement until the date of actual payment at an annual rate of sixpercent (6%).

 

3.            For purposes of Sections 4(b) and 4(c) of this Employment Agreement,“target bonus” means the annual target bonus established for the Employee forthe fiscal year in which the Employee’s employment terminates, or if the annualtarget bonus has not been established for the Employee for such fiscal year,then the annual target bonus for the prior fiscal year shall be used; *provided that*, in connection with a Changein Control Severance Payment, in no event shall target bonus be less than theannual target bonus most recently established for the Employee prior to theoccurrence of the Change in Control.

 

4.            Except as expressly modified by this Amendment, all of the terms and conditionsof the Employment Agreement shall remain in full force and effect.

 

**INWITNESS WHEREOF,**the parties have signed this Amendment as ofthe first date written above.

 
|            |   | **DENDRITE INTERNATIONAL, INC.** |
|------------|--------|---------------------------------------|
| ** ** |   | ** **                            |
| ** ** |   | ** **                            |
|       |   |                                  |   |   |
|       |   | /s/ Joseph Ripp                       |   |
|       |   | Name:                                 |   | Joseph Ripp |
|       |   | Title:                                |   | President and Chief Operating Officer |
|       |   |                                  |   |   |
|       |   |                                  |   |   |
|       |   |                                  |   |   |
|       |   | /s/ Carl Cohen                        |   |
|       |   | Carl Cohen                            |   |
|            |        |                                       |  |  |  |  |  |

 

3

----