Exhibit 10.42


 


DENDRITE INTERNATIONAL, INC. 1997 STOCK INCENTIVE
PLAN — FORM OF NOTICE OF 


STOCK OPTION AWARD AND STOCK OPTION AGREEMENT


 


DENDRITE INTERNATIONAL, INC. 1997
STOCK INCENTIVE PLAN


NOTICE OF STOCK OPTION AWARD


 


Optionee’s Name:


 


You have been granted an option to purchase shares of Common Stock of
Dendrite International, Inc., subject to the terms and conditions of this
Notice of Stock Option Award (the “Notice”), the Dendrite International, Inc.
1997 Stock Incentive Plan (the “Plan”) and the attached Stock Option Agreement
(the “Option Agreement”), as follows:


 


Date of Award:


 


Total Number of Shares Subject


to the Option (the “Options”):


 


Exercise Price per Share:


 


Type of Option:


 


Option Expiration Date:


 


Vesting Schedule:


 


Subject to limitations set forth in this Notice, the Plan and the
Agreement, the Options shall vest as follows:


 


[FOR GRANTS OF
INCENTIVE STOCK OPTIONS - ISO Annual Limit


 


The aggregate fair market value of the common stock with respect to which ISOs are exercisable for the first time by an Optionee during any calendar year is limited to $100,000.  If an Option intended as an ISO is granted to an Optionee and the Option may not be treated in whole or in part as an ISO pursuant to the $100,000 limitation, the Option shall be treated as an ISO to the extent it may be so treated under the limitation and as a non-qualified stock option as to the  remainder.]
 


The Optionee
acknowledges receipt of a copy of the Plan, the Option Agreement, and a
prospectus with respect to the Options and the Options of Common Stock
into which the Options may be converted (the “Prospectus”) and represents that
he or she is familiar with the terms and provisions thereof and hereby accepts
the Options subject to all of the terms and provisions hereof and thereof. The
Optionee has reviewed this Notice, the Plan, the Option Agreement and the
Prospectus in their entirety, has had an opportunity to obtain the advice of
counsel prior to


 





















 


executing this Notice, and fully understands all provisions of this Notice,
the Plan, the Option Agreement and the Prospectus. The Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the administrators of the Plan upon any questions arising under this Notice,
the Plan or the Option Agreement. The Optionee further agrees to notify the
Company upon any change in the residence address indicated in this Notice.


 


IN WITNESS WHEREOF, the Company and the Optionee have executed this
Notice and agree that the Option is to be governed by the terms and conditions
of this Notice, the Plan, and the Option Agreement.


 


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Signed: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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[INCENTIVE/NONQUALIFIED] STOCK OPTION AGREEMENT


UNDER THE DENDRITE INTERNATIONAL, INC.


1997 STOCK INCENTIVE PLAN


 


THIS AGREEMENT, made this        
day of               ,
200   by and between Dendrite International, Inc., a New Jersey
corporation (the “Company”), and                    
(the “Optionee”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, pursuant to the Dendrite
International, Inc. 1997 Stock Incentive Plan (the “Plan”), the Company desires
to afford the Optionee the opportunity to acquire, or enlarge, the Optionee’s
ownership of the Company’s common stock, no par value per share (“Common Stock”),
so that the Optionee may have a direct proprietary interest in the Company’s
success;


 


NOW, THEREFORE, in consideration of the
covenants and agreements herein contained, the parties hereto hereby agree as
follows:


 


1.                                       Grant of Option.  Subject to the terms and conditions set forth
herein and in the Plan, the Company hereby grants to the Optionee, during the
period commencing on the date of this Agreement and ending on the close of
business on the day of the tenth anniversary of the date hereof (the “Termination
Date”), the right and option (the right to purchase any one share of Common
Stock hereunder being an “Option”) to purchase from the Company, an aggregate
of number of shares of Common Stock (the “Option Shares”), at the price per
share (the “Option Price”) and subject to the vesting schedule all as set
forth in the Notice of Stock Option Award that accompanies this Agreement.


 


2.                                       Termination of [Employment/Status as Director].
Any Options held by the Optionee upon termination of [employment/status as
director] shall remain exercisable as follows:


 


(i)  If the Optionee’s
termination of [employment/status as director] is due to death, all unvested
Options shall terminate on the date of death, and all Options (to the extent
exercisable as of the date of death) shall be exercisable by any prior
transferee of the Option or by the Optionee’s designated beneficiary, or, if
none, the person(s) to whom such Optionee’s rights under the Option are transferred
by will or the laws of descent and distribution for 180 days following such
termination of [employment/status as director] (but in no event beyond the term
of the Option), and shall thereafter terminate;


 


(ii)  If the Optionee’s
termination of [employment/status as director] is due to permanent disability
(as determined by the Committee), all unvested Options shall terminate on the
date of termination and all Options (to the extent exercisable as of the date
of termination) shall be exercisable for 180 days following such


 


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termination of [employment/status as director] (but in no event beyond
the term of the Option), and shall thereafter terminate;


 


(iii)  If the Optionee’s
termination of [employment/status as director] is for cause (as determined by
the Committee in its sole discretion), the Option shall terminate upon such
termination of [employment/status as director], regardless of whether the
Option was then exercisable; and


 


(iv)  If the Optionee’s
termination of [employment/status as director] is for any other reason, all
unvested Options shall terminate on the date of termination and all Options (to
the extent exercisable as of the date of termination) shall be exercisable for
a period of 90 days following such termination of [employment/status as
director] (but in no event beyond the term of the Option), and shall thereafter
terminate.  [An Optionee’s status as an
employee shall not be considered terminated in the case of a leave of absence
agreed to in writing by the Company (including, but not limited to, military
and sick leave); provided, that, such leave is for a period of
not more than 90 days or re-employment upon expiration of such leave is
guaranteed by contract or statute.]


 


3.                                       Method of Exercising Option.  (a)              Options,
to the extent vested and exercisable may be exercised, in whole or in part, by
giving written notice of exercise to the Company specifying the number of
shares of Common Stock to be purchased. 
Such notice shall be accompanied by the payment in full of the Option
Price.  Such payment shall be made:  (a) in cash, or (b) by surrender of shares of
Common Stock owned by the holder of the Option and held by the Optionee for
such period of time acceptable to the Committee (through actual delivery of
such shares to the Company, or by “attestation” in accordance with procedures
specified by the Company), or (c) through simultaneous sale through a broker of
shares acquired on exercise, as permitted under Regulation T of the Federal Reserve
Board, or (d) through additional methods prescribed by the Committee, or (e) by
a combination of any such methods.


 


(b)                                 At
the time of exercise, the Optionee shall pay to the Company such amount as the
Company deems necessary to satisfy its obligation to withhold Federal, state or
local income or other taxes incurred by reason of the exercise or the transfer
of shares thereupon by tendering to the Company a check in the amount of such
withholding, or [by electing to have withheld upon exercise shares of Common
Stock having a Fair Market Value equal to the amount of such tax withholding,
or by surrender of shares of Common Stock owned by the holder of the option
(through actual delivery of such shares to the Company, or by “attestation”)/if
allowed in the sole discretion of the Committee, by electing to have withheld
upon exercise, shares of Common Stock having a Fair Market Value equal to the
amount of such tax withholding.]


 


4.                                       Issuance of Shares.  As promptly as practical after receipt of
such written notification of exercise and full payment of the Option Price and
any required income tax withholding, the Company shall issue or transfer to the
Optionee the net number of Option Shares with respect to which Options have
been so exercised [(less shares used, by delivery or attestation, for payment
of the exercise price and/or used, by delivery or attestation, in satisfaction of tax withholding obligations, if any/
less shares withheld in satisfaction of tax


 


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withholding obligations, if any)], and shall deliver to the Optionee a
certificate or certificates therefor, registered in the Optionee’s name.


 


5.                                       Company; Optionee.  [(a) 
The term “Company” as used in this Agreement with reference to
employment shall include the Company and its Subsidiaries (as defined in the
Plan), as appropriate.


 


(b)                                 ]Whenever
the word “Optionee” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
beneficiaries, the executors, the administrators, or the person or persons to
whom the Options may be transferred by will or by the laws of descent and
distribution, the word “Optionee” shall be deemed to include such person or
persons.


 


[6.                                   Forfeiture.  In consideration of the granting of Options
pursuant to this Agreement and the Plan, the Optionee hereby agrees that
notwithstanding anything in the Plan or this Agreement to the contrary, in the
event of:


 


(i) a serious breach of conduct by the Optionee (including, without
limitation, any conduct prejudicial to or in conflict with the Company or its
Subsidiaries, or any material breach by the Optionee of any Company policy or
any material breach by Optionee of the obligations set forth in the Company’s
employee handbook), or


 


(ii) a breach by the Optionee of any employment agreement between the
Optionee and the Company or


 


(iii) a breach by the Optionee of his or her written agreement not to
compete with the Company or a breach by the Optionee of his or her confidentiality
agreement with the Company or a breach by the Optionee of his or her covenant
against soliciting Company employees, then (a) 
all outstanding Options granted to such Optionee, in whole or in part,
whether or not vested, shall be cancelled and/or (b) if such conduct or
activity occurs within one year following the exercise of an Option, such
Optionee shall be required to repay to the Company any gain realized upon the
exercise of such Options (with such gain valued as of the date of exercise).  Such cancellation or repayment obligation
shall be effective as of the date specified by the Committee.  Any repayment obligation may be satisfied in
Common Stock or cash or a combination thereof (based upon the Fair Market Value
of Common Stock on the day prior to the date of payment), and the Committee is
hereby permitted and expressly authorized by the Optionee to offset against any
future payments owed by the Company or any Subsidiary to the Optionee
(including any salary, bonus, severance or other compensation) to satisfy the
repayment obligation.  The determination
of whether the Optionee has engaged in a serious breach of conduct or has
breached his or her employment agreement shall be determined by the Committee in
good faith.  This Section 6 shall
have no application following a Change in Control.


 


Optionee agrees to reimburse the Company for all costs and expenses
(including, without limitation, court costs and the reasonable fees and
expenses of attorneys) incurred by the Company in connection with any action by
the Company seeking to enforce this Section 6.]


 


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7.                                       Non-Transferability.  The Options are not transferable by the
Optionee otherwise than to a designated beneficiary upon death or by will or the
laws of descent and distribution, and are exercisable during the Optionee’s
lifetime only by the Optionee.  [provided,
however, the Optionee may transfer the Options to his Immediate Family
Member (or to trusts, partnerships, or limited liability companies established
exclusively for such family members); provided, further, that there is
no consideration for this transfer, subsequent transfers of these transferred
Options are prohibited except as otherwise provided in Section 13 of the
Plan, and following the transfer, the Options are subject to the same terms and
conditions as immediately prior to the transfer.]  No assignment or transfer of the Options, or
of the rights represented thereby, whether voluntary or involuntary, by
operation of law or otherwise [(except to a designated beneficiary, upon death,
by will or the laws of descent and distribution)/(except as otherwise provided
by this Section 7, upon death, by will or the laws of descent and
distribution)], shall vest in the assignee or transferee any interest or right
herein whatsoever, but immediately upon such assignment or transfer the Options
shall terminate and become of no further effect.


 


8.                                       Change
in Control.  Upon the occurrence
of a Change in Control, all Options shall automatically become vested and
immediately exercisable in full.


 


9.                                       Rights as Shareholder.  The Optionee or a transferee of the Options
shall have no rights as  shareholder with
respect to any Option Shares until he or she shall have become the holder of
record of such share, and no adjustment shall be made for dividends or
distributions or other rights in respect of such share of Common Stock for
which the record date is prior to the date upon which he or she shall become
the holder of record thereof.


 


10.                                 Adjustments.  In the event of any change in the outstanding
shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distribution to holders of Common
Stock other than regular cash dividends, the number or kind of shares subject
to Options under this Agreement may be adjusted by the Committee as it shall in
its sole discretion deem equitable and the number and kind of shares subject to
any outstanding Options granted hereunder and the purchase price thereof may be
adjusted by the Committee as it shall in its sole discretion deem equitable to
preserve the value of such Options.


 


11.                                 Compliance with Law.  Notwithstanding any of the provisions hereof,
the Optionee hereby agrees that he or she will not exercise the Options, and
that the Company will not be obligated to issue or transfer any shares to the
Optionee hereunder, if the exercise hereof or the issuance or transfer of such
shares shall constitute a violation by the Optionee or the Company of any
provisions of any law or regulation of any governmental authority.  Any determination in this connection by the
Committee shall be final, binding and conclusive.  The Company shall in no event be obliged to
register any securities pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) or to take any other affirmative action in
order to cause the exercise of the Options or the issuance or transfer of
shares pursuant thereto to comply with any law or regulation of any
governmental authority.


 


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12.                                 Notice.  Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed, physically
delivered or electronically delivered (with verification of receipt) to the
party for whom it is intended at such address as may from time to time be
designated by it in a notice mailed, physically delivered or electronically
delivered (with verification of receipt) to the other party as herein provided;
provided, that, unless and until some other address be so
designated, all notices or communications by the Optionee to the Company shall
be mailed, physically delivered or electronically delivered (with verification
of receipt) to the Company at its principal executive office, to the attention
of the office of the General Counsel at: [    
]; and all notices or communications by the Company to the Optionee may
be (1) given to the Optionee personally, (2) mailed to his or her address as
recorded in the records of the Company or (3) electronically delivered to the
Optionee at his or her e-mail address issued to such Optionee by the Company or
at his or her fax number as recorded in the records of the Company.


 


13.                                 [Incentive Stock Options.  The Options granted hereunder are intended to
be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended/Nonqualified Stock
Options.  The Options granted hereunder are not intended to be
incentive stock options within the meaning of Section 422 of the Code].


 


14.                                 Binding Effect.  Subject to Section [7/6] hereof, this
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


15.                                 Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of New Jersey without
regard for conflict of laws principles.


 


[16.                             Venue and Jurisdiction; Waiver of Jury Trial.  Any claim brought by
the Optionee arising out of or in connection with this Agreement or the Plan,
the subject matter thereof, or the performance or non-performance of any
obligation thereunder (other than a counterclaim maintained by the Optionee in
an action originally brought by the Company), shall be brought in either the
state or federal courts located in the State of New Jersey.  The Optionee hereby irrevocably submits to
the jurisdiction of each of the state or federal courts located in the State of
New Jersey for the purposes of any suit, civil action or other proceeding (“Suit”)
arising out of or in connection with this Agreement or the Plan, the subject
matter thereof, or the performance or non-performance of any obligation
thereunder.  The Optionee hereby waives
and agrees not to assert by way of motion, as a defense or otherwise in any
such Suit, any claim that he or she is not subject to the jurisdiction of the
state or federal courts located in the State of New Jersey, that such Suit is
brought in an inconvenient forum, or that the venue of such Suit is
improper.  The Optionee hereby consents
to service of process by first-class mail with respect to any action brought by
the Company against the Optionee arising out of or in connection with this
Agreement or the Plan.


 


THE OPTIONEE HEREBY WAIVES ANY TRIAL BY JURY
WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT


 


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OR THE PLAN, THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR
NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.]


 


17.                                 Plan.  The terms and provisions of the Plan are
incorporated herein by reference, and the Optionee hereby acknowledges
receiving a copy of the Plan.  In the
event of a conflict or inconsistency between discretionary terms and provisions
of the Plan and the express provisions of this Agreement, this Agreement shall
govern and control.  In all other
instances of conflicts or inconsistencies or omissions, the terms and
provisions of the Plan shall govern and control.  All capitalized terms not defined herein
shall have the meaning ascribed to them as set forth in the Plan.


 


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