Exhibit 10.8


 


RETIREMENT
AGREEMENT AND GENERAL RELEASE


 


 


This Retirement
Agreement and General Release (the “Agreement”) confirms the following
understandings 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 terminated
for 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 of
Employer through March 31, 2006 and receive his base salary and benefits
through such date.  Employee agrees to
perform his duties in a competent and professional manner through such date,
including but not limited to, devoting his best efforts, skill and ability to
promote the Company’s interests and assisting in an orderly transition of his
former responsibilities for Employer.


 


                                (b)           Commencing on April 1, 2006, Employee
shall continue to render services as the Company may reasonably request.  Unless Employee’s employment is terminated
for “Cause” (as defined in the Employment Agreement), Employee’s last date of
employment with Employer will be the earlier of (i) March 31, 2007 and (ii) the
date Employee secures full-time employment (the “Retirement Date”).  Employee agrees that from the date hereof
through the Retirement Date, he will take all such actions as may be necessary
to transition the management of client accounts in an orderly manner to such
other employees of the Company as may be designated by the Chief Executive
Officer 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 obligations
hereunder and (iii) he re-executes the Agreement after March 31, 2006 as
provided in paragraph 15(e) below, he will be paid his base salary of $475,000
in accordance with normal payroll practices through the Retirement Date.


 




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




 





















 


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


 


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


 


                                (e)           Through the Retirement Date, Employee
will be eligible to (i) continue vesting in options to purchase stock of
Employer which were previously granted to him, subject to the terms of Dendrite’s
stock option plans, (ii) continue to be eligible to participate in the deferred
compensation plan, subject to the terms and conditions of the deferred
compensation plan, and (iii) continue to be eligible to participate in the
Employer’s 401(k) Plan and Stock Purchase Plan, subject to the terms and
conditions of such plans.  For purposes
of clarification, in the event of a “Change in Control” (as defined in the
Employment Agreement), all of Employee’s options previously granted to him at
the time of such event shall immediately vest and all sale restrictions shall
be lifted.


 


                                (f)            Employee will continue to be
eligible for life insurance coverage under Dendrite’s policy through the
Retirement Date.  As soon as practicable
following the Retirement Date, the ownership of the insurance policy securing
the Employee’s account balance under Dendrite’s nonqualified deferred
compensation plan shall be transferred from Dendrite to the Employee.  Such transfer is conditioned upon obtaining
consent of the insurance company that issued or maintains such policy.  Upon such transfer, Dendrite shall have no
further responsibilities with respect to such policy and the Employee shall be
responsibility for maintaining the policy, including paying applicable premiums
thereunder.


 


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


 




(h)                Dendrite will
reimburse Employee for up to $200,000 for relocation costs if Employee
relocates from Pennsylvania on or before December 31, 2006; subject to Dendrite’s
relocation policy and provided that Employee provides Dendrite appropriate
documentation and verification of such relocation costs in accordance with its
policies and further provided that such costs are not eligible to be reimbursed
by any future employer of Employee. If
the relocation described in the preceding sentence does not occur prior to
December 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)            In
the event of Employee’s death, his estate shall receive the payments set forth
in paragraph 2(b) on the same terms and conditions as set forth therein.  In the event that Employee dies before
re-execution to Agreement as set forth in paragraphs 2(b) and 15(e), Employee’s
estate must re-execute this Agreement on Employee’s behalf in order to receive
the payments in paragraph 2(b).


 


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


 


                3.             Full Release:  In consideration of the compensation and
benefits provided in paragraph 2 herein, Employee, for himself, his heirs,
executors, administrator, successors, and assigns (hereinafter referred to as
the “Releasors”) hereby fully releases and discharges Employer, and its
subsidiaries, parents, affiliates, successors or assigns together with their
respective officers, directors, employees, agents, insurers, underwriters (all
such persons, firms, corporations and entities being deemed beneficiaries
hereof and are referred to herein as the “Releasees”), from any and all
actions, causes of action, claims, obligations, costs, losses, liabilities,
damages, attorneys’ fees, and demands of whatsoever character, whether or not
known, suspected or claimed, which the Releasors have, or hereafter may have,
against the Releasees by reason of any matter, fact or cause whatsoever from
the 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’s
employment or the termination of his employment.  Nothing in this paragraph 3 shall affect any
of Employee’s rights to indemnification under the Indemnification Agreement
dated October 1, 2001 (the “Indemnification Agreement”).


 


                                This Agreement
of Employee shall be binding on the executors, heirs, administrators,
successors and assigns of Employee and shall inure to the benefit of the
respective executors, heirs, administrators, successors and assigns of the
Releasees.


 


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


 


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


 


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customer lists or
other papers or material in any tangible media or computer readable form
belonging to Employer or any of its customers, clients or suppliers, Employee
agrees he will not retain any copies, duplicates or excerpts of any of the
foregoing materials.  If Employee fails
to comply with his obligations under this paragraph 5, Employer will have no
obligation 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 communicate
any information (whether oral or written) that disparages or reflects
negatively 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, waive
or affect in any way Employee’s duties, obligations or restrictions under
Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 22, 24 and 25 of
the Employment Agreement.  In further
consideration of this Agreement, such Sections are hereby incorporated by
reference and Employee agrees to abide by such provisions.  For purposes of clarification the two year
post-employment restrictions set forth in Section 11 of the Employment
Agreement shall commence two years from the Retirement Date.


 


                8.             Releasees’ Express Denial
of Liability:  The payment
by the Releasees of the amount specified herein above shall not be deemed an
admission that any liability of the Releasees exists, and in making such
payment Releasees do not admit, and expressly deny, any liability.


 


                9.             Waiver of Rights Under
Other Statutes:  Employee
understands that this Agreement includes the waiver of claims and rights
Employee may have under other applicable statutes, including without
limitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of
1991; the Employee Retirement Income Security Act; the Equal Pay Act; the
Rehabilitation Act of 1973; the Americans with Disabilities Act; the Age
Discrimination in Employment Act; the Family and Medical Leave Act; the New
Jersey Family Leave Act; the New Jersey Law Against Discrimination; the Fair
Labor Standards Act; the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious
Employee Protection Act, and any and all amendments to any of same.


 


                10.           Waiver of Rights Under the
Age Discrimination Act: 
Employee understands that this Agreement, and the release contained
herein, waives claims and rights Employee might have under the Age
Discrimination in Employment Act (“ADEA”). 
The monies and other benefits offered to Employee in this Agreement are
in addition to any sums or benefits that Employee would be entitled without
signing this Agreement.  For a period of
seven (7) days following execution of this Agreement, Employee may revoke the
terms of this Agreement by a written document received by Employer on or before
the end of the seven (7) day period (the “Effective Date”).  The Agreement will not be effective until said
revocation period has expired.  Employee
acknowledges that he has been given up to twenty-one (21) days to decide
whether to sign this Agreement.  Employee
has 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 or
permitted to be filed against the Employer or any of the other Releasees,
individually or collectively, any lawsuits, and he covenants and agrees that he
will not do so at any time hereafter with respect to the subject matter of this
Agreement and claims released pursuant to this Agreement, except as may be
necessary to enforce this Agreement or to challenge the validity of the release
of his rights under the ADEA.  Except as
otherwise provided in the preceding sentence, Employee will not voluntarily
participate in any judicial proceeding against any of the Releasees that in any
way involve the allegations and facts that he could have raised against any of
the Releasees in any forum as of the date hereof.  Employee agrees that he will not encourage or
cooperate with any other current or former employee of Employer or any
potential plaintiff to commence any legal action or make any claim against the
Employer or against the Releasees in respect of such persons employment with
the Employer or otherwise.


 


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


 


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


 


                14.           Entire Agreement:  This Agreement sets forth the entire agreement
between the parties relating to the subject matter hereof and supersedes the
Employment Agreement, except for any stock option agreements, the
Indemnification Agreement, and as otherwise expressly set forth in this
Agreement.  This Agreement may not be
changed orally but changed only in a writing signed by both parties.


 


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                15.           Miscellaneous:


 


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


 


                                (b)           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 the applicable law.


 


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


 


                                (d)           Employee represents that in executing
this Agreement, he has not relied upon any representation or statement, whether
oral or written, not set forth herein.


 


                                (e)           In order to be entitled to the
payments and benefits set forth in paragraph 2 above, Employee must re-execute
this Agreement on the earlier of the date he (i) obtains alternate full-time
employment or (i) April 1, 2006.  If this
General Release is not re-executed or subsequently revoked as provided herein,
Employer will not be obligated to make the payments and benefits set forth in
paragraph 2.  This in no way affects
Employee’s prior release of claims under this Agreement.  Within seven (7) days of re-executing this
Agreement, Employee will have the right to revoke such re-execution of this
Agreement.  In the event Employee revokes
his re-execution of this Agreement, Employer will have no obligation to provide
the 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 any
claims which he has, may have had, or thereafter may have existing or occurring
at any time on or before the date which he re-executes this Agreement.


 


                                (f)             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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IN WITNESS THEREOF, Employer and Employee have executed this Retirement
Agreement 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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