Exhibit 10.32


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT, dated
as of June 9, 1997, 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 MARK CIEPLIK (“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 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 Senior Vice President
of Worldwide Sales 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” (as defined below) by Dendrite. Employee agrees to provide two
(2) weeks notice to Dendrite before terminating his employment.


 


2.                                     DUTIES


 


Employee shall perform those
duties as may from time to time be assigned to him and shall carry out any
assignments related to Dendrite or its affiliates as directed. With the
Employee’s agreement, this may involve rendering services at various locations
throughout the world. In addition, Employee shall serve as an officer of
Dendrite in such positions as appointed by the Board of Directors of Dendrite
(the “Board”). Employee shall devote his full time attention, energy,
knowledge, skill and best efforts solely and exclusively to the duties assigned
to him which he shall faithfully and diligently perform. Employee shall report
to the Chairman and Chief Executive Officer of Dendrite (currently John Bailye)
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 is given custody. Dendrite may, from time to time,
establish rules and Employee shall faithfully observe these in the performance
of his duties. Employee shall further comply with all policies and directives
of Dendrite.


 


3.                                      COMPENSATION


 


A.                                   Base
Salary and Bonus.                  Employee
shall be compensated by Dendrite as follows:


 


(i)                                     Base Salary.   Dendrite shall pay Employee for his
services a base salary at a rate of $250,000 per annum to be paid on a
semi-monthly basis in accordance with Dendrite’s regular payroll practices.


 


(ii)                                  Bonus.   Commencing on the completion of the third
fiscal quarter of 1997, Employee shall be eligible to receive a quarterly bonus
(the “Bonus”) of $50,000 per quarter, payable in the next payroll period
occurring at least two weeks after Dendrite publicly discloses its financial
results in such fiscal quarter; provided, however, that the payment of the
Bonus is subject to: (a) Dendrite’s achievement of quarterly financial goals as
set forth in the Board approved annual business plan, (b) such other objectives
as mutually agreed upon, and (c) Employee remaining in the employ of Dendrite
as of the end of any such quarter.


 


The payments in respect of base salary and bonus payable to Employee
are collectively referred to herein as “Compensation”. All Compensation
payments and any Severance Payment (as defined below) shall be reduced by any
and all applicable withholdings, contributions and payroll taxes.


 


B.                                     Stock
Option.                       Pursuant to
Dendrite’s 1992 Stock Plan (the “Stock Plan”), upon the execution of this
Agreement, Dendrite shall give Employee an option to purchase 110,000 shares of
the common stock of Dendrite. The price for such options shall be the closing
price of the common stock of Dendrite on the day the Option Committee grants
such option.  Employee’s entitlement to
such option shall be subject to (i) a four year vesting schedule, (ii)
Employee’s execution of a definitive option agreement in form and substance
satisfactory to Dendrite and (iii) in all instances subject to the terms and
conditions of the Stock Plan.


 


4.                                      SEVERANCE


 


(a)                                  If,
on or before June 8, 1998, Employee’s employment hereunder is terminated by
Dendrite for any reason other than death, Cause, or Disability, then Employee
shall be entitled to receive severance payments totaling an amount equal to
twelve (12) months


 


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Compensation (calculated at the rate of Compensation then being paid to
Employee). Any severance payments to be paid to Employee under this Section
4(a) or under Section 4(b) below shall be referred to herein as the “Severance
Payment”. Employee’s Severance Payment under this Section 4(a) shall be paid by
Dendrite in twelve (12) consecutive equal monthly payments commencing not later
than thirty (30) days after the effective date of the termination of Employee’s
employment.


 


(b)                                 If,
after June 8, 1998, Employee’s employment hereunder is terminated by Dendrite
for any reason other than death, Cause, or Disability, then Employee shall be
entitled to receive severance payments totaling an amount equal to six (6)
months Compensation (calculated at the rate of Compensation then being paid to
Employee). Employee’s Severance Payments under this Section 4(b) shall be paid
by Dendrite in six (6) consecutive equal monthly payments commencing not later
than thirty (30) days after the effective date of the termination of Employee’s
employment.


 


(c)                                  No
interest shall accrue or be payable on or with respect to any Severance
Payment. In the event of a termination of Employee’s employment described in
Sections 4(a) or 4(b) above, Employee shall be provided continued “COBRA”
coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group
medical and dental plans. During the period which Employee receives any
Severance Payment, Employee’s cost of COBRA coverage shall be the same as the
amount paid by employees of Dendrite for the same coverage under Dendrite’s
group health and dental plans. 
Notwithstanding the foregoing, in the event Employee becomes re-employed
with another employer and becomes eligible to receive health coverage from such
employer, the payment of COBRA coverage by Dendrite as described herein shall
cease.


 


(d)                                 The making of any
Severance Payment hereunder is conditioned upon the signing of a general
release in form and substance satisfactory to Dendrite under which Employee
releases Dendrite and its affiliates together with their respective officers,
directors, shareholders, employees, agents and successors and assigns from any
and all claims he may have against them. In the event Employee breaches
Sections 7, 8, 9 or 11 of this Agreement, in addition to any other remedies at
law or in equity, Dendrite may cease making any Severance Payment or any
payments for COBRA coverage otherwise due under this Section 4.  Nothing herein shall affect any of
Employee’s obligations or Dendrite’s rights under this Agreement.


 


(e)                                  For purposes of this
Agreement, “Cause” as used herein shall mean (i) any gross misconduct on the
part of Employee with respect to his duties under this Agreement,  (ii) the engaging by Employee in an
indictable offense which relates to Employee’s duties under this Agreement or
which is likely to have a material adverse effect on the business of Dendrite,
(iii) the commission by Employee of any willful or intentional act which
injures in any material respect or could reasonably be expected to injure in
any material respect the reputation, business or business relationships of
Dendrite, including, without limitation, a


 


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breach of Sections 7, 8 or 11 of this Agreement, or (iv) the engaging
by Employee through gross negligence in conduct which injures materially or
could reasonably be expected to injure materially the business or reputation of
Dendrite.


 


(f)                                    For
purposes of this Agreement, “Disabled” as used herein shall have the same
meaning as that term, or such substantially equivalent term, has in any group
disability policy carried by Dendrite. If no such policy exists, the term
“Disabled” shall mean the occurrence of any physical or mental condition which
materially interferes with the performance of Employee’s customary duties in
his capacity as an employee 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.


 


(g)                                 In
the event Employee terminates his employment with Dendrite or Dendrite
terminates Employee’s employment with Dendrite for “Cause” or Employee’s
employment ends as a result of his death or becoming “Disabled,” it is
understood and agreed that Dendrite’s only obligation is to pay Employee any
unused but accrued vacation days and his base salary through the date of his
termination.


 


5.                                      BENEFITS


 


Dendrite shall provide Employee:


 


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


 


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


 


(iii)                               Relocation
Expenses. In connection with Employee’s relocation to the Morristown, New
Jersey area, Dendrite will reimburse Employee for all reasonable relocation
expenses incurred in connection with such relocation including closing costs,
realtor fees, legal fees, out-of-pocket expenses, temporary living
arrangements, freight and other costs associated with Employee’s relocation.
Such amounts will be reimbursed to Employee on an after tax basis. Reimbursement
will be made upon the submission by the Employee of appropriate documentation
and verification of such relocation expenses.


 


(iv)                              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.


 


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6.                                      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.


 


7.                                      DENDRITE
CONFIDENTIAL INFORMATION


 


The Employee will, as a result of his employment with Dendrite, acquire
information which is proprietary and confidential to Dendrite. This information
includes, but is not limited to, technical and commercial information, customer
lists, financial arrangements, salary and compensation information, competitive
status, pricing policies, knowledge of suppliers, technical capabilities,
discoveries, algorithms, concepts, software in any stage of development,
designs, drawings, specifications, techniques, models, data, technical manuals,
research and development materials, processes procedures, know-how and other
business affairs relating to Dendrite. Confidential information also includes
any and all technical information involving Dendrite’s work. Employee will keep
all such information confidential and will not reveal it at any time without
the express written consent of Dendrite. This obligation is to continue in
force after employment terminates for whatever reason.


 


8.                                      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 anyone, unless provided
with prior written consent by Dendrite or by the applicable client, customer or
supplier. This obligation is to continue in force after employment terminates
for whatever reason.


 


9.                                      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 or prepared or helped prepare in connection with his employment
including, but not limited to, all copies of any confidential information or
material, disks, notes, notebooks, blueprints, customer lists and any and all
other papers or material in any tangible media or computer readable form
belonging to Dendrite or to any of its customers, clients or suppliers, and
Employee will not retain any copies, duplicates, reproductions or excerpts
thereof.


 


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10.                               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 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 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 reasonable assistance required to perfect its rights therein.


 


If Employee
conceives any idea, makes any discovery or invention within one (1) year after
the 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.


 


11.                               RESTRICTION
ON FUTURE EMPLOYMENT


 


Employee
agrees that in the event employment with Dendrite is terminated, for any
reason, with or without Cause, Employee shall not for two (2) years after termination
of employment:


 


(i)                                     Perform
services that compete with Dendrite or any of its affiliates or render services
to any organization or entity which competes with Dendrite or any of its
affiliates in any area of the United States of America or elsewhere where
Dendrite or any of its affiliates do business;


 


(ii)                                  Solicit
any customers or potential customers of Dendrite with whom Employee had contact
while employed by Dendrite or who was a customer of Dendrite at any time during
the two (2) years immediately before termination;


 


(iii)                               Request
that any of Dendrite’s customers or suppliers discontinue doing business with
it;


 


(iv)                              Knowingly
take any action which would disparage Dendrite or be to its disadvantage; or


 


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(v)                                 Employ
or attempt to employ or assist anyone else to employ 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.


 


12.                               OUTSIDE
CONTRACTING


 


Employee shall
not enter into any agreements to provide programming or other services to any
company, person or organization outside of his employment by Dendrite (an
“Outside Agreement”) without the prior written express consent from Dendrite. Employee
must notify Dendrite of his intent to enter into an Outside Agreement
specifying therein the other party to such Outside Agreement and the type of
programming and/or 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 10 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 all claims arising from any breach of
the representations and warranties in this Section.


 


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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 of this Agreement by Employee, Dendrite shall
have the right to 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 Employee 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.


 


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:

  	
   

  	
  Mark Cieplik

  
	
   

  	
   

  	
   

  	
  [          ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Dendrite:

  	
   

  	
  Christopher French, Vice President, General Counsel

  
	
   

  	
   

  	
   

  	
  Dendrite International, Inc.

  
	
   

  	
   

  	
   

  	
  1200 Mt. Kemble Avenue

  
	
   

  	
   

  	
   

  	
  Morristown, New Jersey 07960

  



 


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.                               JURISDICTION


 


The State of
New Jersey shall have exclusive jurisdiction to entertain any legal or
equitable action with respect to this Agreement except that Dendrite may
institute suit against Employee in any jurisdiction in which 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.


 


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


 


	
   

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John Bailye

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark Cieplik

  	
   

  
	
   

  	
  Mark Cieplik

  
				



 


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