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**Exhibit 10.8**

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**RETIREMENTAGREEMENT AND GENERAL RELEASE**

 

 

This RetirementAgreement and General Release (the “Agreement”) confirms the followingunderstandings and agreements between **DENDRITE INTERNATIONAL,INC.** (“Employer” or “Dendrite”), and **PAUL ZAFFARONI**(“Employee”) concerning Employee’s employment and retirement therefrom.

 

                1.             **Employment Status**:

 

                                (a)           Unless Employee is sooner terminatedfor Cause as defined in the Employee’s Employment Agreement dated as of May 16,2001 (the “Employment Agreement”)), he will continue to serve as an employee ofEmployer through March 31, 2006 and receive his base salary and benefitsthrough such date.  Employee agrees toperform his duties in a competent and professional manner through such date,including but not limited to, devoting his best efforts, skill and ability topromote the Company’s interests and assisting in an orderly transition of hisformer responsibilities for Employer.

 

                                (b)           Commencing on April 1, 2006, Employeeshall continue to render services as the Company may reasonably request.  Unless Employee’s employment is terminatedfor “Cause” (as defined in the Employment Agreement), Employee’s last date ofemployment with Employer will be the earlier of (i) March 31, 2007 and (ii) thedate Employee secures full-time employment (the “Retirement Date”).  Employee agrees that from the date hereofthrough the Retirement Date, he will take all such actions as may be necessaryto transition the management of client accounts in an orderly manner to suchother employees of the Company as may be designated by the Chief ExecutiveOfficer with the view of maintaining the Company’s relationship with such clients after the Employee’s retirement.

 

 

                2.             **Payments and Benefits**.

 

                                (a)           After March 31, 2006, in the event (i)Employee is not terminated for Cause, (ii) he complies with his obligationshereunder and (iii) he re-executes the Agreement after March 31, 2006 asprovided in paragraph 15(e) below, he will be paid his base salary of $475,000in accordance with normal payroll practices through the Retirement Date.

 

                                (b)                Inthe event (i) the Retirement Date occurs prior to March 31, 2006, (ii) Employeeis not terminated for Cause prior to March 31, 2007, (iii) he complies with hisobligations hereunder, and (iv) after the Retirement Date he re-executes thisAgreement as provided in paragraph 15(e) below, Employee will be paid theremaining unpaid portion of his base salary of $475,000 through March 31, 2007. Suchpayments will be made to Employee in accordance with normal payroll practicesand will commence in the payroll period following the eighth day after Employee’sre-execution of this Agreement as provided in paragraph 15(e).

 

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                                (c)           Employee will be eligible to continueto participate in the Executive Incentive Plan for the period through calendaryear 2005, subject to the terms and conditions of such Plan.  Employee shall not be entitled to participatein the Executive Incentive Plan or any bonus plan in 2006 or thereafter.

 

                                (d)           Employee’s health coverage under theEmployer’s group health plan will terminate on the Retirement Date.  Thereafter, Employee will be provided anopportunity to continue health coverage for himself and qualifying dependentsunder the Employer’s group health plan in accordance with the ConsolidatedOmnibus Budget Reconciliation Act (“COBRA”).

 

                                (e)           Through the Retirement Date, Employeewill be eligible to (i) continue vesting in options to purchase stock ofEmployer which were previously granted to him, subject to the terms of Dendrite’sstock option plans, (ii) continue to be eligible to participate in the deferredcompensation plan, subject to the terms and conditions of the deferredcompensation plan, and (iii) continue to be eligible to participate in theEmployer’s 401(k) Plan and Stock Purchase Plan, subject to the terms andconditions of such plans.  For purposesof clarification, in the event of a “Change in Control” (as defined in theEmployment Agreement), all of Employee’s options previously granted to him atthe time of such event shall immediately vest and all sale restrictions shallbe lifted.

 

                                (f)            Employee will continue to beeligible for life insurance coverage under Dendrite’s policy through theRetirement Date.  As soon as practicablefollowing the Retirement Date, the ownership of the insurance policy securingthe Employee’s account balance under Dendrite’s nonqualified deferredcompensation plan shall be transferred from Dendrite to the Employee.  Such transfer is conditioned upon obtainingconsent of the insurance company that issued or maintains such policy.  Upon such transfer, Dendrite shall have nofurther responsibilities with respect to such policy and the Employee shall beresponsibility for maintaining the policy, including paying applicable premiumsthereunder.

 

(g)           Dendrite will reimburse Employee forup to $30,000 for the costs already incurred in refinancing his residence inPennsylvania (“Refinancing Costs”); provided that Employee provides Dendriteappropriate documentation and verification of such costs in accordance withDendrite policy.

 

(h)                Dendrite willreimburse Employee for up to $200,000 for relocation costs if Employeerelocates from Pennsylvania on or before December 31, 2006; subject to Dendrite’srelocation policy and provided that Employee provides Dendrite appropriatedocumentation and verification of such relocation costs in accordance with itspolicies and further provided that such costs are not eligible to be reimbursedby any future employer of Employee. Ifthe relocation described in the preceding sentence does not occur prior toDecember 31, 2006, but occurs between January 1, 2007 and March 31, 2007,Dendrite will reimburse Employee for up to $170,000 for such relocation costs,subject to the provisions set forth above.

 

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(i)            Inthe event of Employee’s death, his estate shall receive the payments set forthin paragraph 2(b) on the same terms and conditions as set forth therein.  In the event that Employee dies beforere-execution to Agreement as set forth in paragraphs 2(b) and 15(e), Employee’sestate must re-execute this Agreement on Employee’s behalf in order to receivethe payments in paragraph 2(b).

 

(j)            Exceptas otherwise set forth in this Agreement, from and after March 31, 2006,Employee shall not be entitled to receive any further compensation or moniesfrom Employer or to receive any benefits or participate in any benefit plan orprogram of Employer.

 

                3.             **Full Release**:  In consideration of the compensation andbenefits provided in paragraph 2 herein, Employee, for himself, his heirs,executors, administrator, successors, and assigns (hereinafter referred to asthe “Releasors”) hereby fully releases and discharges Employer, and itssubsidiaries, parents, affiliates, successors or assigns together with theirrespective officers, directors, employees, agents, insurers, underwriters (allsuch persons, firms, corporations and entities being deemed beneficiarieshereof and are referred to herein as the “Releasees”), from any and allactions, causes of action, claims, obligations, costs, losses, liabilities,damages, attorneys’ fees, and demands of whatsoever character, whether or notknown, suspected or claimed, which the Releasors have, or hereafter may have,against the Releasees by reason of any matter, fact or cause whatsoever fromthe beginning of time to the Effective Date of this Agreement, including,without limitation, all claims arising out of or in any way related to Employee’semployment or the termination of his employment.  Nothing in this paragraph 3 shall affect anyof Employee’s rights to indemnification under the Indemnification Agreementdated October 1, 2001 (the “Indemnification Agreement”).

 

                                This Agreementof Employee shall be binding on the executors, heirs, administrators,successors and assigns of Employee and shall inure to the benefit of therespective executors, heirs, administrators, successors and assigns of theReleasees.

 

                4.             **Confidentiality**:  Employee agrees that the terms of thisAgreement have been and shall be held strictly confidential by him and hisattorneys and accountants, and that he shall not, and shall instruct hisattorneys and accountants not to disclose any such information, orally or inwriting, to anyone else, including without limitation, any past, present orfuture employee or agent of the Employer. Employee recognizes that, in the event he or his attorneys disclose anyinformation contrary to the confidentiality provisions of this Agreement, anysuch disclosure would be a material breach of the Agreement for which theEmployer shall be entitled to cease making any payments or providing anybenefits under paragraph 2, in addition to its other remedies in law, equity,and under this Agreement.  For the sakeof clarity, it shall not be a breach of this paragraph in the event that athird party obtains the terms of this Agreement by virtue of Dendritedisclosing the terms of this Agreement in its public filings.

 

**               **5.**             Return of Property**:  Upon termination of Employee’s employment orat any time upon the request of Employer, Employee agrees to return to Employerall property which Employee received, prepared or helped to prepare inconnection with his employment including, but not limited to, all confidentialinformation and all disks, notes, notebooks, blueprints, 

 

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customer lists orother papers or material in any tangible media or computer readable formbelonging to Employer or any of its customers, clients or suppliers, Employeeagrees he will not retain any copies, duplicates or excerpts of any of theforegoing materials.  If Employee failsto comply with his obligations under this paragraph 5, Employer will have noobligation to provide payments or benefits pursuant to paragraph 2.

 

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

 

                7.             **No Effect on Duties,Obligations or Restrictions Contained in Employment Agreement**:  This Agreement does not amend, modify, waiveor affect in any way Employee’s duties, obligations or restrictions underSections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 24 and 25 ofthe Employment Agreement.  In furtherconsideration of this Agreement, such Sections are hereby incorporated byreference and Employee agrees to abide by such provisions.  For purposes of clarification the two yearpost-employment restrictions set forth in Section 11 of the EmploymentAgreement shall commence two years from the Retirement Date.

 

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

 

                9.             **Waiver of Rights UnderOther Statutes**:  Employeeunderstands that this Agreement includes the waiver of claims and rightsEmployee may have under other applicable statutes, including withoutlimitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of1991; the Employee Retirement Income Security Act; the Equal Pay Act; theRehabilitation Act of 1973; the Americans with Disabilities Act; the AgeDiscrimination in Employment Act; the Family and Medical Leave Act; the NewJersey Family Leave Act; the New Jersey Law Against Discrimination; the FairLabor Standards Act; the New Jersey Wage and Hour Act; and/or the New Jersey ConscientiousEmployee Protection Act, and any and all amendments to any of same.

 

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

 

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

 

                12.           **Remedies**:  In the event Employee breaches any of theprovisions of this Agreement (and in addition to any other legal or equitableremedy it may have), the Employer shall be entitled to cease making anypayments or providing any benefits to Employee under paragraph 2 of thisAgreement, recover any payments made to Employee or on his behalf underparagraph 2 (except two weeks’ pay).  In the event of an action to enforce thisAgreement, in addition to any other legal or equitable remedies, the prevailingparty in any such action shall be entitled to its attorney’s fees and costsincurred in any such action.    The remedies set forth in this paragraph 12shall not apply to any challenge to the validity of the waiver and release ofEmployee’s rights under the ADEA.  In theevent Employee challenges the validity of the waiver and release of his rightsunder the ADEA, then Employer’s right to attorney’s fees and costs shall begoverned by the provisions of the ADEA, so that Employer may recover such feesand costs if the lawsuit is brought by Employee in bad faith.  Nothing herein shall affect in any way any ofEmployee’s obligations under this Agreement, including, but not limited to, hisrelease of claims under paragraphs 3, 9 and 10. Employee further agrees that nothing in this Agreement shall precludeEmployer from recovering attorneys’ fees, costs or any other remediesspecifically authorized under applicable law.

 

                13.           **Cooperation**.  Employee agrees to cooperate with Employerand its counsel in connection with any investigation, administrative proceedingor litigation relating to any matter in which he was involved or of which hehas knowledge as a result of his employment with Employer.  Employer agrees to reimburse Employee for thereasonable and necessary out-of-pocket expenses incurred by him in connectionwith his obligations under this paragraph 13.

 

                14.           **Entire Agreement**:  This Agreement sets forth the entire agreementbetween the parties relating to the subject matter hereof and supersedes theEmployment Agreement, except for any stock option agreements, theIndemnification Agreement, and as otherwise expressly set forth in thisAgreement.  This Agreement may not bechanged orally but changed only in a writing signed by both parties.

 

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                15.           **Miscellaneous**:

 

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

 

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

 

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

 

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

 

                                (e)           In order to be entitled to thepayments and benefits set forth in paragraph 2 above, Employee must re-executethis Agreement on the earlier of the date he (i) obtains alternate full-timeemployment or (i) April 1, 2006.  If thisGeneral Release is not re-executed or subsequently revoked as provided herein,Employer will not be obligated to make the payments and benefits set forth inparagraph 2.  This in no way affectsEmployee’s prior release of claims under this Agreement.  Within seven (7) days of re-executing thisAgreement, Employee will have the right to revoke such re-execution of thisAgreement.  In the event Employee revokeshis re-execution of this Agreement, Employer will have no obligation to providethe payments and benefits set forth in paragraph 2.  By Employee’s re-execution of this Agreement,the release set forth in paragraphs 3, 9 and 10 shall be deemed to cover anyclaims which he has, may have had, or thereafter may have existing or occurringat any time on or before the date which he re-executes this Agreement.

 

                                (f)             This Agreement shall bebinding upon and inure to the benefit of Employee’s heirs and personalrepresentatives and to the successors and assigns of Dendrite.

 

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**IN WITNESS THEREOF**, Employer and Employee have executed this RetirementAgreement and General Release on this 4th day of November, 2005.

 
| ** ** | **DENDRITE  INTERNATIONAL, INC.** |
|------------|-----------------------------------|
|       |                              |
|       |                              |
|       | By:                          | CHRISTINE A.  PELLIZZARI |
|       |                              |
|       | Date:                        | November 4, 2005 |
|       |                              |
| ** ** | **PAUL  ZAFFARONI**               |
|       |                              |
|       | PAUL ZAFFARONI                    |
|       |                              |
|       | Date:                        | November 2, 2005 |
|       |                              |
|       | Re-Executed:                      |
|       |                              |
|       |                              |
|       |                              |
|       | Date:                        |   |
|            |                                   |  |  |

 

 

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