Exhibit
10.34


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT,
dated November 10, 2000, between DENDRITE
INTERNATIONAL, INC., a New Jersey Corporation (“Dendrite”), having
its principal place of business at 1200 Mt. Kemble Avenue, Morristown, New
Jersey 07960, and Garry Johnson (“Employee”), having an address at
[                                                                  ].


 


WHEREAS, Dendrite,
its affiliates, and subsidiaries develop and own what is referred to as
Territory Management Systems and related hardware and equipment;


 


WHEREAS, Employee is
or desires to be employed by Dendrite and Dendrite desires to employ Employee;
and


 


WHEREAS, Dendrite is
willing to provide certain confidential and proprietary information to Employee
for the limited purpose of enabling Employee to carry out duties in connection
with his/her employment by Dendrite.


 


RECITAL:


 


NOW, THEREFORE, it
is agreed as follows:


 


1.                                      EMPLOYMENT AT WILL


 


Dendrite
hereby employs Employee, and Employee hereby accepts such employment, as Vice
President, North American Technical Operations of Dendrite.  Dendrite hereby employs Employee as an
at-will employee.  This employment may
be terminated at any time for any reason with or without cause by
Dendrite.  Employee agrees to provide
two (2) weeks notice to Dendrite before terminating his/her employment.


 


2.                                      DUTIES


 


Employee shall
perform those duties as may from time to time be assigned to him/her and shall
carry out any assignments related to Dendrite or its affiliates as
directed.  Employee shall devote his/her
full time attention, energy, knowledge, skill and best efforts solely and
exclusively to the duties assigned to him/her which he/she shall faithfully and
diligently perform.  Employee shall
report to Dendrite as may be required and will fully account for all records,
data, materials or other property belonging to Dendrite or its customers of
which he/she is given custody.  Dendrite
may, from time to time, establish rules and regulations and Employee shall faithfully
observe these in the performance of his/her duties.  Employee shall further comply with all policies and directives of
Dendrite.


 

















 


3.                                      COMPENSATION 


 


Dendrite shall pay Employee for his/her
services a base salary at a rate of $160,000 per annum to be paid on a
semi-monthly basis in accordance with Dendrite’s regular payroll practices.


 


In addition to
your base salary, you are also eligible for the discretionary bonus in
accordance with the terms and conditions of the Dendrite Incentive Plan.  Incentive bonuses will be paid quarterly, with
an annual target payout of $70,000. This discretionary bonus will be based on
factors including your individual performance, the company meeting its overall
financial objectives, and you being employed with Dendrite at the end of any
such fiscal quarter.


 


You will also be eligible to
receive 20,000 stock options of Dendrite stock, subject to (i) a four year
vesting schedule, (ii) your execution of a definitive option agreement in form
and substance satisfactory to Dendrite, and (iii) the terms and conditions of
the Stock Plan.  These options are
subject to board approval, with the strike price being the date if this
approval.


 


4.                                      BENEFITS



 


Dendrite shall
provide Employee:


 


(i)                                     Vacation.  3 weeks vacation per annum in accordance
with Dendrite policy in effect from time to time.


 


(ii)                                  Business
Expenses.  Reimbursement for all
reasonable and necessary travel, entertainment and other out-of-pocket expenses
incurred by Employee in connection with the performance of his/her duties.  Reimbursement will be made upon the
submission by the Employee of appropriate documentation and verification of the
expenses.


 


(iii)                               Other.  Dendrite will provide Employee other
benefits to the same extent as may be provided to other employees generally in
accordance with Dendrite policy in effect from time to time and subject to the
terms and conditions of such benefit plans.


 


5.                                      INFORMATION AND BUSINESS OPPORTUNITY


 


During Employee’s employment with Dendrite,
Employee may acquire knowledge of (i) information that is relevant to the
business of Dendrite or its affiliates or (ii) knowledge of business
opportunities pertaining to the business in which Dendrite or its affiliates
are engaged.  Employee shall promptly
disclose to Dendrite that information or business opportunity but shall not
disclose it to anyone else without Dendrite’s written consent.


 


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6.                                      DENDRITE
CONFIDENTIAL INFORMATION


 


The Employee
will, as a result of his/her employment with Dendrite, acquire information
which is proprietary and confidential to Dendrite.  This information includes, but is not limited to, Dendrite’s
proprietary software, technical and commercial information, instruction and
product information, the design, “look and feel,” navigation and capabilities
of Dendrite’s software and products, Dendrite’s proprietary training program
methodology, Dendrite’s methodology for promoting its products and services to
its clients, the particularized needs and demands of Dendrite’s clients and the
customizations Dendrite makes to its proprietary software to meet those
clients’ needs, financial arrangements, salary and compensation information,
competitive status, pricing policies, knowledge of suppliers, technical
capabilities, discoveries, algorithms, concepts, designs, drawings,
specifications, techniques, models, data, technical manuals, training guides
and manuals, research and development materials, processes, procedures,
know-how and other business affairs relating to Dendrite.  Employee will keep all such information
confidential and will not reveal it at any time to any person or entity without
the express written consent of Dendrite. 
This obligation is to continue in force after employment terminates for
whatever reason.


 


7.                                      CLIENT
CONFIDENTIAL INFORMATION


 


Dendrite may,
from time to time, be furnished information and data which is proprietary and
confidential to its clients, customers or suppliers.  Employee will not, at any time for any reason, reveal any
information provided by any of Dendrite’s clients, customers or suppliers to
any person or entity without the prior written consent of Dendrite or the
applicable client, customer or supplier. 
This obligation is to continue in force after employment terminates for whatever
reason.


 


8.                                      RETURN
OF PROPERTY 


 


Upon
termination of employment for any reason or upon the request of Dendrite,
Employee shall return to Dendrite all property which Employee received,
prepared or helped to prepare in connection with his/her employment including,
but not limited to, all confidential information and all disks, notes,
notebooks, blueprints, customer lists or other paper or material in any
tangible media or computer readable form belonging to Dendrite or any of its
customers, clients or suppliers. 
Employee will not retain any copies, duplicates, reproductions or
excerpts of any of the foregoing material.


 


9.                                      INVENTIONS


 


All work
performed by Employee and all materials, products, deliverables, inventions,
software, ideas, disclosures and improvements, whether patented or unpatented,
and copyrighted material made or conceived by Employee, solely or jointly, in
whole or in part, during the term of Employee’s employment by Dendrite which
(i) relate to methods, apparatus, designs, products, processes or devices sold,
licensed, used or under development


 


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by Dendrite, (ii) otherwise
relate to or pertain to the present, proposed or contemplated business,
functions or operations of Dendrite, (iii) relate to Dendrite actual or
anticipated research or development, (iv) involve the use of Dendrite’s
equipment, supplies or facilities, or (v) result from access to any Dendrite
assets, information, inventions or the like, in each case, are confidential
information, are the property of Dendrite and shall be deemed to be a work made
for hire.  To the extent that title to
any of the foregoing shall not, by operation of law, vest in Dendrite, all
right, title and interest therein are hereby irrevocably assigned to
Dendrite.  Employee agrees to give
Dendrite or any person or entity designated by Dendrite, at Dendrite’s expense,
reasonable assistance required to perfect its rights therein.


 


If Employee
conceives any idea, makes any discovery or creates any invention within one (1)
year after his/her termination of employment with Dendrite that relate to any
matters pertaining to the business of Dendrite, it shall be deemed that it was
conceived while in the employ of Dendrite.


 


10.                               RESTRICTION
ON FUTURE EMPLOYMENT


 


Employee
acknowledges (i) the highly competitive nature of the business and the industry
in which Dendrite competes; (ii) that as a key employee of Dendrite he/she has
participated in and will continue to participate in the servicing of current
clients and/or the solicitation of prospective clients, through which, among
other things, Employee has obtained and will continue to obtain knowledge of
the “know-how” and business practices of Dendrite, in which matters Dendrite
has a substantial proprietary interest; (iii) that his/her employment hereunder
requires the performance of services which are special, unique, extraordinary
and intellectual in character, and his/her position with Dendrite placed and
places him/her in a position of confidence and trust with the clients and
employees of Dendrite; and (iv) that his/her rendering of services to the
clients of Dendrite necessarily requires the disclosure Employee of
confidential information (as described in paragraph 6 above) of Dendrite.  In the course of the Employee’s employment
with Dendrite, Employee has and will continue to develop a personal
relationship with the clients of Dendrite and a knowledge of those clients’
affairs and requirements, and that the relationship of Dendrite with their
established clientele will therefore be placed in Employee’s hands in
confidence and trust.  Employee
consequently agrees that it is reasonable and necessary for the protection of
the confidential information, goodwill and business of Dendrite that Employee
makes the covenants contained herein and that Dendrite would not have entered
into this Agreement unless the covenants set forth in this paragraph 10 were
contained in this Agreement. 
Accordingly, Employee agrees that during the period that he/she is
employed by Dendrite and for a period of two (2) years thereafter, he/she shall
not, as an individual, employee, consultant, partner, shareholder, or in
association with any other person, business or enterprise, except on behalf of
Dendrite, directly or indirectly, and regardless of the reason for his/her ceasing
to be employed by Dendrite:


 


(i)                                     perform
services that compete with the business or businesses conducted by Dendrite or
any of its affiliates or render services to any person or entity which competes
with the business or businesses conducted by Dendrite or any of its affiliates
(or which business Dendrite can at the time of Employee’s termination of


 


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employment
establish it will likely conduct within one (1) year following the date of
Employee’s termination);


 


(ii)                                  attempt
in any manner to solicit or accept from any client business of the type
performed by Dendrite or to persuade any client to cease to do business or to
reduce the amount of business which any such client has customarily done or is
reasonably expected to do with Dendrite, whether or not the relationship
between Dendrite and such client was originally established in whole or in part
through Employee’s efforts;


 


(iii)                               employ,
attempt to employ or assist anyone else in employing any employee or contractor
of Dendrite or induce or attempt to induce any employee or contractor of
Dendrite to terminate their employment or engagement with Dendrite; or


 


(iv)                              render
to or for any client any services of the type rendered by Dendrite.


 


As used in this
paragraph 10, the term “client” shall mean (1) anyone who is a client of
Dendrite on the date of Employee’s termination or, if Employee’s employment
shall not have terminated, at the time of the alleged prohibited conduct (any
such applicable date being called the “Determination Date”); (2) anyone who was
a client of Dendrite at any time during the one (1) year period immediately
preceding the Determination Date; (3) any prospective client to whom Dendrite
had made a new business presentation (or similar offering of services) at any
time during the one (1) year period immediately preceding the Determination
Date; and (4) any prospective client to whom Dendrite made a new business
presentation (or similar offering of services) at any time within six (6) months
after the date of Employee’s termination (but only if the initial discussions
between Dendrite and such prospective client relating to the rendering of
services occurred prior to the date of Employee’s termination, and only if
Employee actively participated in or supervised such discussions).  For purposes of this clause, it is agreed
that a general mailing or an incidental contact shall not be deemed a “new
business presentation or similar offering of services” or a “discussion”.  In addition, if the client is part of a
group of companies which conducts business through more than one entity,
division or operating unit, whether or not separately incorporated (a “Client
Group”), the term “client” as used herein shall also include each entity,
division and operating unit of the Client Group where the same management group
of the Client Group has the decision making authority or significant influence
with respect to contracting for services of the type rendered by Dendrite.


 


For a two (2)
year period after the termination of Employee’s employment for any reason
whatsoever, Employee agrees to promptly notify Dendrite in writing the identity
of all subsequent employers.


 


11.                               NON-DISPARAGEMENT


 


Employee
agrees that he/she will not at any time make any statement, observation or
opinion, or communicate any information (whether oral or written) that is
likely to come to the attention of any client or employee of Dendrite or any
member of the media, which statement is derogatory of or casts in a negative
light Dendrite or its officers, directors and


 


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employees or
otherwise engage in any activity which is inimical to the interests of the
Company.


 


12.                               OUTSIDE
CONTRACTING


 


Employee shall
not enter into any agreements to provide any services to any person or entity
outside of his/her employment by Dendrite (an “Outside Agreement”) without the
prior written express consent from Dendrite. 
Employee must notify Dendrite of his/her intent to enter into an Outside
Agreement specifying therein the other party to such Outside Agreement and the
type of services to be provided by Employee. 
Dendrite shall not unreasonably withhold permission to Employee to enter
into Outside Agreements unless such Outside Agreements (i) are with competitors
or potential competitors of Dendrite, or (ii) as determined in Dendrite’s sole
discretion, shall substantially hamper or prohibit Employee from satisfactorily
carrying out all duties assigned to Employee by Dendrite.


 


13.                               AFTER-HOURS
DEVELOPMENT


 


In the event that Employee
shall develop any software which, pursuant to Section 9 herein, is not the
property of Dendrite, Dendrite shall have a right of first refusal to publish
and/or purchase the rights to such software. 
Employee shall notify Dendrite of any such after-hours development as
soon as reasonably possible before or during the development process including
a description of the intended functions of the after-hours development and the
estimated date of completion.


 


14.                               PRIOR
EMPLOYMENT


 


Employee
represents and warrants that Employee has not taken or otherwise
misappropriated and does not have in Employee’s possession or control any
confidential and proprietary information belonging to any of Employee’s prior
employers or connected with or derived from Employee’s services to prior
employers.  Employee represents and
warrants that Employee has returned to all prior employers any and all such
confidential and proprietary information. 
Employee further acknowledges, represents and warrants that Dendrite has
informed Employee that Employee is not to use or cause the use of such
confidential or proprietary information in any manner whatsoever in connection
with Employee’s employment by Dendrite. 
Employee agrees, represents and warrants that Employee will not use such
information.  Employee shall indemnify
and hold harmless Dendrite from any and a all claims arising from any breach of
the representations and warranties in this Section.


 


15.                               REMEDIES


 


The parties
agree that in the event Employee breaches or threatens to breach this
Agreement, money damages may be an inadequate remedy for Dendrite and that
Dendrite will not have an adequate remedy at law.  It is understood, therefore, that in the event of a breach or
threatened breach of this Agreement by Employee, Dendrite shall have the right
to


 


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obtain from a court of
competent jurisdiction restraints or injunctions prohibiting Employee from
breaching or threatening to breach this Agreement.  In that event, the parties agree that Dendrite will not be
required to post bond or other security. 
It is also agreed that any restraints or injunctions issued against
Employees shall be in addition to any other remedies which Dendrite may have
available to it.


 


16.                               APPLICABLE
LAW


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of
New Jersey without regard to the conflicts of laws.


 


17.                               NOTICES


 


In the event any notice is required to be given under the terms of this
Agreement, it shall be delivered in the English language, in writing, as
follows:


 


	
   

  	
  If to Employee:

  	
   

  	
  Garry Johnson

  
	
   

  	
   

  	
   

  	
  [                                 ]

  
	
   

  	
   

  	
   

  	
  [                                 ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Dendrite:

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
   

  	
  Dendrite International, Inc.

  
	
   

  	
   

  	
   

  	
  1200 Mt. Kemble Avenue

  
	
   

  	
   

  	
   

  	
  Morristown, New Jersey 07960

  



 


or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of changes of
address shall be effective only upon receipt.


 


18.                               NON-ASSIGNABILITY


 


Employee’s
rights or obligations under the terms of this Agreement or of any other
agreement with Dendrite may not be assigned. 
Any attempted assignment will be void as to Dendrite.  Dendrite may, however, assign its rights to
any affiliated or successor entity.


 


19.                               BINDING
AGREEMENT


 


This Agreement
shall be binding upon and inure to the benefit of Employee’s heirs and personal
representatives and to the successors and assigns of Dendrite.


 


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20.                               INTEGRATION


 


This Agreement
sets forth the entire agreement between the parties hereto and fully supersedes
any and all prior negotiations, discussions, agreements or understandings
between the parties hereto pertaining to the subject matter hereof.  No representations, oral or otherwise, with
respect to the subject matter of this Agreement have been made by either party.


 


21.                               WAIVER


 


This Agreement
may not be modified or waived except by a writing signed by both parties.  No waiver by either party of any breach by
the other shall be considered a waiver of any subsequent breach of the
Agreement.


 


22.                               ARBITRATION


 


(a)                                  If
any dispute arises between Employee and Dendrite that the parties cannot
resolve themselves, including any dispute over the application, validity,
construction, or interpretation of this Agreement, arbitration in accordance
with the then-applicable rules of the American Arbitration Association shall
provide the exclusive remedy for resolving any such dispute, regardless of its
nature; provided, however, that Dendrite may enforce Employee’s obligations
under Sections 5 through 13 hereof by an action for injunctive relief and
damages in a court of competent jurisdiction at any time prior or subsequent to
the commencement of an arbitration proceeding as herein provided.


 


(b)                                 This
Section 22 shall apply to claims arising under state and federal statutes,
local ordinances, and the common law. 
The arbitrator shall apply the same substantive law that a court with
jurisdiction over the parties and their dispute would apply under the terms of
this Agreement.  The arbitrator’s
remedial authority shall equal the remedial power that a court with
jurisdiction over the parties and their dispute would have.  The arbitrator shall, upon an appropriate
motion, dismiss any claim brought in arbitration if he/she or she determines
that the claim could not properly have been pursued through court
litigation.  If the then-applicable
rules of the American Arbitration Association conflict with the procedures of
this Section 21, the latter shall apply.


 


(c)                                  If
the parties cannot agree upon an arbitrator, the parties shall select a single
arbitrator from a list of seven arbitrators provided by the Newark, New Jersey
office of the American Arbitration Association.  All seven listed arbitrators shall be retired judges experienced
in employment law and/or persons actively involved in hearing private
cases.  If the parties cannot agree on
selecting an arbitrator from that list, then the parties shall alternately
strike names from the list, with the first party to strike being determined by
lot.  After each party has used three
strikes, the remaining name on the list shall be the arbitrator.


 


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(d)                                 Each
party may be represented by counsel or by another representative of the party’s
choice, and each party shall pay the costs and fees of its counsel or other
representative and its own filing or administrative fees.  The non-prevailing party (as determined by
the arbitrator) shall bear the fees and costs of the arbitrator.


 


(e)                                  The
arbitrator shall render an award and opinion in the form typical of those
rendered in labor arbitrations, and that award shall be final and binding and
non-appealable.  To the extent that any
part of this Section 22 is found to be legally unenforceable for any reason,
that part shall be modified or deleted in such a manner as to render this
Section 22 (or the remainder of this Section) legally enforceable and as to
ensure that except as provided in clause (b) of this Section 22, all conflicts
between Dendrite and Employee shall be resolved by neutral, binding
arbitration.  The remainder of this
Section 22 shall not be affected by any such modification or deletion but shall
be construed as severable and independent. 
If a court finds that the arbitration procedures of this Section 22 are
not absolutely binding, then the parties intend any arbitration decision to be
fully admissible in evidence, given great weight by any finder of fact, and
treated as determinative to the maximum extent permitted by law.


 


(f)                                    Unless
the parties agree otherwise, any arbitration shall take place in Newark, New
Jersey in such location as agreed to by Dendrite and Employee.  If the parties cannot agree upon a location
for the arbitration, the arbitrator shall determine the location within the
State of New Jersey.


 


(g)                                 Employee
has read and understands this Section 22 which discusses arbitration.  Employee understands that by signing this
Agreement, Employee agrees to submit any claims arising out of, relating to, or
in connection with this Agreement, or the interpretation, validity,
construction, performance, breach or termination thereof, or his/her employment
or the termination thereof, to binding arbitration, and that this arbitration
provision constitutes a waiver of Employee’s right to a jury trial and relates
to the resolution of all disputes relating to all aspects of the
employer/employee relationship, including but not limited to the following:


 


(i)                                    Any
and all claims for wrongful discharge of employment, breach of contract, both
express and implied; breach of the covenant of good faith and fair dealing,
both express and implied; negligent or intentional infliction of emotional
distress; negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; and defamation;


 


 


(ii)                                Any
and all claims for violation of any federal state or municipal statute,
including, without limitation, Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1991, the Equal Pay Act, the Employee
Retirement Income Security Act, as amended, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family
and Medical Leave Act of 1993, the Fair Labor Standards Act, the New Jersey


 


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Family Leave Act, the New Jersey
Conscientious Employee Protection Act and the New Jersey Law Against
Discrimination; and


 


(iii)                            Any
and all claims arising out of any other federal, state or local laws or
regulations relating to employment or employment discrimination.


 


23.                               SEVERABILITY


 


In the event
that any one or more of the provisions of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.  Moreover, if any one or more of the
provisions contained in this Agreement is held to be excessively broad as to
duration, scope, activity or subject, such provisions will be construed by
limiting and reducing them so as to be enforceable to the maximum extent
compatible with applicable law.


 


24.                               JURISDICTION


 


The State of
New Jersey shall have exclusive jurisdiction to entertain any legal or
equitable action with respect to Sections 5-13 of this Agreement except that
Dendrite may institute any such suit against the Employee in any jurisdiction
in which the Employee may be at the time. 
In the event suit is instituted in New Jersey, it is agreed that service
of summons or other appropriate legal process may be effected upon any party by
delivering it to the address in this Agreement specified for that party in
Section 17.


 


IN WITNESS WHEREOF,
the parties have signed this Agreement as of the first date written above.


 


 


	
   

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Deborah Booth

  
	
   

  	
   

  	
  Deborah Booth

  
	
   

  	
   

  	
  Director of Staffing

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
     /s/ Garry Johnson

  
	
   

  	
   

  	
  Garry Johnson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
         11/13/00

  
	
   

  	
   

  	
  Date

  
				



 


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