**Exhibit10.8**

 

**AMENDMENT**

 

**THIS AMENDMENT** ismade as of February 13, 2006 and amends the Employment Agreement dated asof April 2, 2004 (the “Employment Agreement”) between **DENDRITEINTERNATIONAL, INC.** (“Dendrite”) and **MARKTHEILKEN** (“Employee”). Unless defined in this Amendment, capitalizedterms used in this Amendment will have the meaning set forth in the EmploymentAgreement.

 

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 4(c) ofthe Employment Agreement is restated in its entirety to provide as follows:

 

“(c)                            Notwithstanding Sections 4(a) and 4(b) above,the following severance payment only applies in the event of a Change inControl. If Employee’s employment is terminated within one (1) yearfollowing a Change in Control (i) by Dendrite for any reason other thandeath, Cause, or Disability or (ii) by Employee for Good Reason, theEmployee shall be entitled to receive a lump sum severance payment equal to thesum of twenty-four (24) months base salary (calculated at the highest basesalary rate in effect during the 12 month period preceding the termination ofemployment) plus two (2) times the Employee’s target bonus. The severancepayment to be paid to Employee under this Section 4(c) is referred toas the “Change in Control Severance Payment”. Employee’s Change In ControlSeverance Payment shall be paid by Dendrite in cash not later than twenty (20)days after the effective date of the termination of the Employee’s employment,subject to the receipt by Dendrite of the separation agreement and generalrelease as described in this Employment Agreement and the expiration of therequired seven day waiting period. No interest shall accrue or be payable on orwith respect to any Change in Control Severance Payment, except only asotherwise expressly set forth in this

 

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Amendment. In the eventof a termination of Employee’s employment described in this Section, Employeeshall be provided continued “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 is terminated by Dendriteas described in this Section 4(c), in addition to the above Change inControl Severance Payment, you will be entitled also to receive your targetbonus for the year in which your 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 you performed services for Dendriteand which shall also be considered to be a Change in Control Severance Payment.

 

In the event of a Change in Control all stock optionsand restricted stock or other outstanding equity awards granted to you 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 4(c), Employeeshall not be entitled to any other severance payments from Dendrite, under thisEmployment Agreement or otherwise (including under Section 4(b)).”

 

In addition, due to the lump sum severancepayment to be made hereunder, Section 4(d) of the EmploymentAgreement is amended by deleting the reference to Section 4(c) in thesecond sentence of such section.

 

In addition, Section 4 of the EmploymentAgreement is amended by adding the following after Section 4(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 calculatedto maximize the Change in Control Severance Payment without causing any Paymentto be 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 4(c) 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 THEILKEN                         |   |
|   | Mark Theilken                         |
|        |                                       |  |  |  |

 

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