Exhibit 10.7


 


DENDRITE


1405/21425 ROUTE 206 SOUTH   BEDMINSTER, NJ 07921 USA


 


October 3, 2005


 


 


 


Joseph Ripp








[Address]


 


Dear Joe:


 


                We
would like to confirm the terms and conditions of your employment with Dendrite
International, Inc. (“Dendrite”) as set forth below in the Specific Terms and
Conditions of Employment and the General Terms and Conditions of Employment
(collectively the “Agreement”).


 





 


SPECIFIC TERMS & CONDITIONS
OF EMPLOYMENT


 


1.                DUTIES/TERM.
You
will be employed as President and Chief Operating Officer reporting to the
Chief Executive Officer (“CEO”). This employment is subject to Board
ratification. If the Board ratifies your employment, you anticipate starting
employment on November 1, 2005. You shall (i) perform those duties as may from
time to time be assigned to you by the CEO, consistent with your senior
position; (ii) devote your full-time attention and best efforts solely and
exclusively to the duties assigned to you; and (iii) comply with all existing Dendrite
rules, regulations, policies and directives and those which may be established
from time to time. Your employment will be at-will and may be terminated at any
time for any reason with or without cause by Dendrite. You agree to provide two
(2) weeks notice to Dendrite before terminating your employment.


 


2.                COMPENSATION.


 


(a)                Base
Salary. Dendrite shall pay you for your services a base salary at a rate of
$800,000 per annum to be paid on a
semi-monthly basis in accordance with Dendrite’s regular payroll practices.
Dendrite may increase, but not decrease,
your base salary during your employment. Any salary increases will be evaluated
no less frequently than on the anniversary date of your employment.


 


DENDRITE
INTERNATIONAL, INC


TEL 908.443.2000
FAX 908.443.4369 www.dendrite.com








 


 
























 


(b)                Bonus.
You will be eligible to receive an annual discretionary bonus (the “Bonus”)
with an initial target of $600,000. Bonus eligibility shall be determined and
paid in accordance with Dendrite’s applicable incentive compensation policy
then in effect for senior executives. The payment of any Bonus is subject to:
(i) Dendrite’s achievement of quarterly and annual financial goals as set forth
in the Board approved annual business plan, (ii) such other objectives as may be
determined by Dendrite from time to time and (iii) the terms and conditions of
the applicable incentive compensation plan then in effect for senior
executives. Your target for a discretionary bonus will be reviewed and
determined on an annual basis by Dendrite. Your target bonus may be increased,
but not decreased during your employment. Notwithstanding the forgoing,
Dendrite will pay you a 2005 bonus calculated as follows: $600.000 times a
fraction the numerator of which is the number of days you worked for Dendrite
and the denominator of which is 365, subject to the provisions of section 4. In
addition, Dendrite will pay you at least a $600,000 bonus for 2006, subject to
the provisions of section 4. Bonuses shall be paid no later than March 31 of
the following year.


 


(c)                Stock
Options. Pursuant to Dendrite’s New Hire Stock Plan (the “Stock Plan”),
upon the execution of this Agreement, you shall he eligible to receive
non-qualified options to purchase 500,000 shares of the common stock of
Dendrite. The price for such options shall be determined by the Compensation
Committee of the Board, subject to the terms and conditions of the Stock Plan.
Such options shall fully vest on December 31, 2005. In 2006 and any subsequent
year of this Agreement, you will be eligible to receive non-qualified options
to purchase stock in an amount in excess of the amount of any such options
granted to any other senior executive of Dendrite with respect to such year
(except for options granted to the CEO). In addition, your entitlement to such
options shall he subject to (i) a three-year restriction on selling the
underlying shares such that no more than 1/3 of such shares may be sold in
each of the three (3) twelve-month periods ending on the first, second and
third year anniversaries of the option grant date, (ii) approval by the Board,
(iii) your execution of a definitive option agreement in form and substance
reasonably satisfactory to Dendrite and (iv) in all instances subject to the
terms and conditions of the Stock Plan.


 


(d)                Restricted
Stock. Pursuant to the Stock Plan, upon the execution of this Agreement,
you shall be eligible to receive 250,000 restricted units of the common stock
of Dendrite. Your entitlement to such restricted stock units shall be subject
to (i) a three-year vesting schedule (ii) approval by the Board, (iii) your
execution of a definitive restricted stock agreement in form and substance
reasonably satisfactory to Dendrite and (iv) in all instances subject to the
terms and conditions of the Stock Plan.


 


3.                BENEFITS.


 


Dendrite
shall provide you:


 


(a)                Vacation.
4 weeks vacation per annum in accordance with Dendrite policy in effect from
time to time. Unused vacation is paid out, on a pro-rata basis, upon employment
termination.








 


 


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(b)                Business
Expenses. Reimbursement for reasonable travel, entertainment and other
reasonable and necessary out-of-pocket expenses incurred by you in connection
with the performance of your duties in accordance with Dendrite policy in
effect from time to time.


 


(c)                Retirement
Benefits. Retirement benefits to the same extent as may be provided to
other similarly situated senior executives in accordance with Dendrite policy
then in effect and subject to the terms and conditions of such benefit plans.


 


(d)                Indemnification.
Throughout your employment with Dendrite, you will have indemnification rights
in accordance with the indemnification provisions contained in the Company’s
Directors & Officers insurance policy, Certificate of Incorporation, and
By-laws, then in effect. In addition, you will have the indemnification rights
as set forth in the Indemnification Agreement between you/Dendrite.


 


(e)                Life
Insurance. Throughout your employment with Dendrite, you will he covered
under Dendrite’s life insurance policy, subject to the terms and conditions of
such policy as amended from time to time. To the extent that the life insurance
benefits under such coverage is not at least equal to one times your base
salary and target bonus (the “Life Insurance Benefit”), Dendrite will reimburse
you the cost of your obtaining total coverage that provides the Life Insurance
Benefit, as follows. You agree to obtain any necessary excess coverage through
Dendrite’s life insurance policy, subject to any cap. If after reaching any
such cap, you still do not have coverage that provides the Life Insurance
Benefit, then you may obtain coverage from an outside source at a commercially
reasonable price so that in total you have coverage that provides the Life
Insurance Benefit. Provided you comply with the provisions set forth herein,
Dendrite agrees to reimburse you for the cost of the excess insurance under its
plan and coverage from an outside source to attain in total the Life Insurance
Benefit. At Dendrite’s sole discretion, Dendrite may elect to provide you with
any or all coverage under this Section 3(e) through any


insurance it obtains.


 


(f)                Disability
Insurance. Throughout your employment with Dendrite, you will be covered
under Dendrite’s long-term and short-term disability policies, subject to the
terms and conditions of such policies as amended from time to time. To the
extent that the long-term disability benefit properly payable under Dendrite’s
long-term disability policy is not at least equal to one times your base salary
and target bonus (the “LTD Benefit”), Dendrite will reimburse you the cost of
your obtaining total coverage that provides the LTD Benefit as follows. You agree
to obtain any necessary excess coverage through Dendrite’s Long-Term Disability
Plan, subject to any cap. If after reaching any such cap, you still do not have
total coverage that provides the LTD Benefit, then you may obtain coverage from
an outside source at a commercially reasonable price so that in total you have
coverage that provides the LTD Benefit. Provided you comply with the provisions
set forth herein, Dendrite agrees to reimburse you for the cost of the excess
insurance under its policies and coverage from an outside source to attain in
total the LTD Benefit. At Dendrite’s sole discretion, Dendrite may elect to
provide you with any or all coverage under this Section 3(f) through any
insurance it obtains.








 


 


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(g)                Other.
Other benefits to the same extent and with the same cost as may be provided
to other senior executives in accordance with Dendrite policy then in effect
and subject to the terms and conditions of such benefit plans. Such benefits
may include, but are not limited to, Medical, Dental, Life and AD&D, Short
Term Disability, Long-Term Disability, and Deferred Compensation.


 


4. TERMINATION;
SEVERANCE


 


(a)                Upon
your termination of employment by Dendrite for any reason other than termination
by Dendrite for Cause (as defined in Exhibit A), Disability (as defined in
Exhibit A) or upon your death, you shall solely be entitled to (subject to any
applicable off-sets) applicable payments and benefits in Section 4(b), and your
base salary through the date of your termination.


 


(b)                If
your employment hereunder is terminated (i) by Dendrite for any reason other
than death, Cause (as defined in Exhibit A), or Disability (as defined in
Exhibit A), or (ii) voluntarily by you with Good Reason (as defined in Exhibit
A), you shall be entitled to receive severance payments of your monthly base
salary for 12 months following your employment termination (calculated at the
rate of base salary then being paid to you as of the date of termination) and your
annual target bonus as of the date of termination. The severance payments to be
paid to you under this Section 4(b) shall be referred to herein as the “Severance
Payment” and the 12-month period of Severance Payments shall be referred to as
the “Severance Period.” Your severance shall commence on the next regularly
scheduled monthly payday following the effective date of the termination of
your employment. No interest shall accrue or be payable on or with respect to
any Severance Payment. Your benefits coverage will continue under Dendrite’s
group medical and dental plans for the Severance Period. At the conclusion of
the Severance Period, you shall be provided the opportunity to continue your
benefits coverage pursuant to “COBRA,” Sections 601 et seq. of ERISA. During
the Severance Period your cost of health and dental benefits coverage shall be
the same as the amount you paid as an active employee under Dendrite’s group
health and dental plans. Notwithstanding the foregoing, in the event you become
re-employed with another employer during the Severance Period, you will no
longer be eligible for participation in Dendrite’s plans at employee rates,
Dendrite will have no obligation to pay for the cost of any health and dental
coverage. and you will immediately become eligible for COBRA coverage at COBRA
(102% of premiums) rates. You agree to notify Dendrite of any full time
employment that you begin during the Severance Period. If your employment is
terminated by Dendrite as described in this Section 4(b), in addition to the
Severance Payment, your bonus for the year in which employment is so terminated
will be pro­rated to reflect the percentage of days of the year during which
you performed services for Dendrite (“Pro-rata Bonus Payment”).


 


(c)                In
the event of a Change of Control all stock options then granted to you by
Dendrite will immediately vest and all sale restrictions will be lifted.


 


(d) The
making of any Severance Payments and Pro-rata Bonus Payment and the provision
of benefits under Sections 4 (b) or 4 (c) hereunder is conditioned upon the
signing of a











 


 


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general release in  form and
substance satisfactory to Dendrite under which you release
Dendrite and its affiliates together with their respective officers, directors,
shareholders, employees, agents and successors
and assigns from any and all claims you may have against them. You will not be
required to release
your rights under Dendrite’s benefit and retirement plans, stock plans, or any
rights that you may have to coverage and indemnification pursuant to law or
Dendrite policies. In the event you breach Section 2, 3, 5 and 6 of the General
Terms and Conditions of Employment, in addition to any other remedies at law or
in equity, Dendrite may cease making any Severance Payment or Pro-rata Bonus
Payment otherwise due under Sections 4(b). Nothing herein shall affect any
of your obligations or Dendrite’s rights under this Agreement.




 




                (e)                In
the event you terminate your employment with Dendrite without “Good Reason” or
Dendrite terminates your employment for “Cause” it is understood and agreed
that Dendrite’s only obligation is to
pay you your base salary through the date of your termination and to offer you COBRA coverage in accordance
with applicable law. You will not be entitled to a Pro-rata BonusPayment if you
terminate employment without Good Reason or are terminated for Cause.




 




                Please sign
where indicated below to acknowledge your agreement to the
Specific Terms and Conditions (“Special Terms”) set forth above and the General Terms and
Conditions of Employment attached hereto (“General Terms”), both of which
together shall form the terms
and conditions of your employment (the “Agreement”).




 


	
   

  	
   

  	
  Sincerely

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John Bailye

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John Bailye

  
	
   

  	
   

  	
  Chairman, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph Ripp

  	
   

  	
   

  
	
  Joseph Ripp

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  10-5-05

  	
   

  	
   

  
				



 


 


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DENDRITE INTERNATIONAL, INC.


GENERAL TERMS & CONDITIONS OF EMPLOYMENT


(together with
the Specific Terms and Conditions of Employment, the “Agreement”)


 


 


1.             INFORMATION
AND BUSINESS OPPORTUNITY.  During your employment with Dendrite,
you 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. You
shall promptly disclose to Dendrite that information or business opportunity
but shall not disclose it to anyone else without Dendrite’s written consent.


 


2.             DENDRITE AND CLIENT CONFIDENTIAL INFORMATION.
As a result of your employment with Dendrite, you will acquire information
which is proprietary and confidential to Dendrite and its affiliates (“Confidential
Information’’). This Confidential Information includes, but is not limited to,
Dendrite’s proprietary software, technical and commercial information,
instruction and product information, the design, “look and feel” and
capabilities of Dendrite’s product, Dendrite’s proprietary training program
methodology regarding the utilization of electronic territory management
software and associated client support services. Dendrite’s methodology for
promoting its products and services to its clients, Dendrite’s proprietary
Graphic User Interface, the navigational paths through which Dendrite’s clients
input and access information stored in the proprietary software, 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, software in any stage of development,
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.
Confidential Information also includes any and all technical information
involving Dendrite’s work. In addition, Dendrite may be furnished information
and data which is proprietary and confidential to its clients, partners,
suppliers and other third parties (“Third Parties”). You agree to use the
Confidential Information of Dendrite and Third Parties solely during and in
furtherance of your employment with Dendrite. You agree to keep all such
Confidential Information confidential and agree not to 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.


 




Confidential Information shall not include information
which the receiving party can demonstrate: (a) is or becomes available to
the public through no breach of this Agreement; (b) was previously known by the
receiving party without any obligation to hold it in confidence; (c) is
received from a third party free to disclose such information without
restriction; (d) is independently developed by the receiving party without the
use of Confidential Information of the disclosing party; (e) is approved for
release by written authorization of the disclosing party, but only to the
extent of and subject to such conditions as may be imposed in such written
authorization; (f) is required by law or regulation to be disclosed, but only
to the extent and for




 


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the purposes of such required disclosure; or, (g) is disclosed
in response to a valid order of a court and other governmental body of the
United States or any political subdivision thereof, but only to the extent of
and for the purposes of such order; provided, however, that the receiving party
shall first notify the disclosing party of the order and permit the disclosing
party to seek an appropriate protective order.


 


3.             RETURN
OF PROPERTY.  Upon termination of employment for any reason or upon the
request of Dendrite, you shall fully account for and return to Dendrite all
property which you received, prepared or helped prepare in connection with your
employment including, but not limited to, all copies of any confidential
information or records, data, materials, disks, notes, notebooks, blueprints,
client lists or other papers or material in any tangible media or computer readable
form belonging to Dendrite or to any of its clients, partners and suppliers.
You will not retain any copies, duplicates, reproductions or excerpts thereof.


 




4.             INVENTIONS.
All
work performed by you and all materials, products, deliverables, inventions,
software, ideas, disclosures and improvements, and copyrighted material made or
conceived by you, solely or jointly, in whole or in part, during your
employment with Dendrite (even if completed following the termination of your
employment) that relate to any matters pertaining to the business of Dendrite
shall be 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. You agree to give
Dendrite or any person or entity designated by Dendrite reasonable assistance
required to perfect its rights therein.




 




5.            
RESTRICTION ON FUTURE EMPLOYMENT.  You
acknowledge (i) the highly competitive nature of the business and the industry
in which Dendrite competes; (ii) that you will acquire and have access to
confidential information as described in Section 2 of the General Terms; (iii)
that, as a key employee of Dendrite, you will participate in the servicing of
current clients and/or the solicitation of prospective clients, through which,
among other things, you will obtain knowledge of the “know-how” and business
practices of Dendrite, in which matters Dendrite has a substantial proprietary
interest; and (iv) that your employment hereunder
requires the performance of services which are special, unique, extraordinary and
intellectual in character, and your position with Dendrite places you in a
position of confidence and trust with the clients and employees of Dendrite. In
the course of your employment with Dendrite, you will 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 your hands in confidence and
trust. You consequently agree that it is reasonable and necessary for the protection
of the confidential information, goodwill and business of Dendrite that you
make the covenants contained herein and that Dendrite would not have entered
into this Agreement unless the covenants set forth in this Section 5 were
contained in this Agreement. Accordingly, you agree that during the period that
you are employed by Dendrite and for a period of eighteen (l8) months
thereafter, you shall not, as an individual, employee, consultant, partner,
shareholder, or in association with any other person, business or enterprise,
except on behalf of




 


6





















 


Dendrite, directly or indirectly, and regardless of the
reason for your ceasing to be employed by Dendrite:


 


(a)           perform services that compete with
the business or business conducted by Dendrite or any of its affiliates or
render services to any person or entity which competes with the business of
businesses conducted by Dendrite or any of its affiliates (or which business
Dendrite can at the time of your termination of employment establish it will
likely conduct within one (1) year following the date of your termination);


 


(b)           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 your efforts;


 


(c)           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


 


(d)           render to or for any client any
services of the type rendered by Dendrite (unless such services are rendered
directly to a client as an employee of such client, in which case this Section
5(d) shall not apply).


 




As used in this Section 5, the term “Dendrite”
shall mean Dendrite and its affiliates, and the term “client” shall mean (1)
anyone who is a client of Dendrite on the date of your termination or, if your
employment shall not have terminated, at the time of the alleged prohibited
conduct (any such applicable date being called the “Determination Date”), but
only if you solicited, rendered services for, or were otherwise involved with
any such client at any time during your employment with Dendrite; (2) anyone
who was a client of Dendrite at any time during the one (1) year period
immediately preceding the Determination Date; but only if you solicited,
rendered services for, or were otherwise involved with any such client at any
time during your employment with Dendrite; (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; but only if you actively participated in or supervised such
new business presentation (or similar offering of services); 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 your 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 your termination: and only if you 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




 


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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 an eighteen (18) month period
after the termination of your employment for any reason whatsoever, you agree
to promptly notify Dendrite in writing the identity of all subsequent
employers. You agree to provide such information as Dendrite may from time to
time request to determine your compliance with the terms of this Agreement.


 


6.             NON-DISPARAGEMENT.
You
agree that you 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 employees or otherwise engage in any activity
which is inimical to the interests of the Company.


 


7.             OUTSIDE CONTRACTING.  You shall not
enter into any agreements during your employment by Dendrite to provide
services to any company, person or organization outside of your employment by
Dendrite (an “Outside Agreement”) without the prior written express consent
from Dendrite. You must notify Dendrite of your 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 you. Dendrite shall not unreasonably
withhold permission to you 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 you from satisfactorily carrying out all duties assigned to you by
Dendrite. The parties agree that the Advisory Services Agreement between you
and Time Warner Inc. dated January 1, 2001 (“the 2001 Advisory Services
Agreement”) does not constitute a violation of this Agreement and may continue
by its terms until it expires on November 30, 2006. The parties also agree that
you may serve on one Board of Directors of a publicly traded company at any
given time during the duration of this Agreement so long as that company is not
in a business that directly competes with Dendrite and that you disclose this
Board position to Dendrite prior to your acceptance of any such position.


 


8.             REMEDIES.
The
parties agree that in the event you breach or threaten 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 you,
Dendrite shall have the right to obtain from a court of competent jurisdiction
restraints or injunctions prohibiting you 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 you shall be in addition to any other remedies
which Dendrite may have available to it.


 


9.             ARBITRATION


 


                (a)           If any dispute arises between you and
Dendrite that the parties cannot resolve themselves, including any dispute over
the application, validity, construction, or interpretation of


 


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this Agreement, arbitration in accordance with the
then-applicable employment law 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 your obligation to provide
services under this Agreement and your obligations under Sections 1 through 7
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. This Section 9 shall apply to any
and all claims arising out of your employment and its termination, under state
and federal statutes, local ordinances, and the common law 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 Family Leave Act, the New
Jersey Conscientious Employee Protection Act, the New Jersey Civil Rights Act
and the New Jersey Law Against Discrimination.


 


                (b)           You have read and understand this
Section 9 which discusses arbitration. You understand that by signing this
Agreement, you agree 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 your employment or the
termination thereof, to binding arbitration, and that this arbitration
provision constitutes a waiver of your right to a jury trial and relates to the
resolution of all disputes relating to all aspects of the employer/employee
relationship. You further understand that other options such as federal and
state administrative remedies and judicial remedies exist and know that by
signing this Agreement those remedies are forever precluded and that regardless
of the nature of your complaint, you know that it can only be resolved by
arbitration.


 


                (c)           Unless the parties agree otherwise,
any arbitration shall be administered by and take place in the offices of the
American Arbitration Association in Somerset, New Jersey. If that office is not
available, the arbitration then the arbitrator shall determine the location of
the arbitration within New Jersey.


 


10.          SEVERABILITY.  If any provision of this Agreement
shall be declared invalid or illegal for any reason whatsoever, then
notwithstanding such invalidity or illegality, the remaining terms and
provisions of this Agreement shall remain in frill force and effect in the same
manner as if the invalid or illegal provision had not been contained herein.
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.


 


11.          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:


 


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  If to you:

  	
  To the address set forth on the first page of this
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Dendrite:

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  Dendrite International. Inc.

  
	
   

  	
   

  	
  1405 Route 206 South

  
	
   

  	
   

  	
  Bedminster, NJ 07921

  



 


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.


 


12.          PRIOR EMPLOYMENT.  You represent and warrant that you
have not taken or otherwise misappropriated and do not have in your possession
or control any confidential and proprietary information belonging to any of
your prior employers or connected with or derived from your service to prior
employers, except as may be necessary to provide services under the 2001
Advisory Services Agreement. You represent and warrant that you have returned
to all prior employers any and all such confidential and proprietary information.
You further acknowledge, represent and warrant that Dendrite has informed you
that you are not to use or cause the use of such confidential or proprietary
information in any manner whatsoever in connection with your employment by
Dendrite. You agree, represent and warrant that you will not use such
information in connection with your employment by Dendrite. You shall indemnify
and hold harmless Dendrite from any and all claims arising from any breach of
the representations and warranties in this Section.


 


13.               MISCELLANEOUS.


 


                (a)           This Agreement shall be governed by
and construed in accordance with the laws of New Jersey, without regard to the
conflicts of laws. Competent courts of jurisdiction in New Jersey shall have
exclusive jurisdiction to entertain any legal or equitable action with respect
to Sections l through 8 of the General Terms except that Dendrite may institute
any such suit against you in any jurisdiction in which you 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 affected upon any party by
delivering it to the last known address.


 


                (b)           Your 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.


 


                (c)           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. 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.


 


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                (d)           This Agreement shall be binding upon
and inure to the benefit of your heirs and personal representatives and to the
successors and assigns of Dendrite.


 


 


 




	
       John Bailye

  	
   

  
	
  on behalf of Dendrite

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Joseph A. Ripp.

  	
   

  





 


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Exhibit A To Dendrite Specific
Terms & Conditions Of Employment


 




                                (a)           “Cause” as used in this Agreement
shall mean (i) any gross misconduct on
the part of you while employed by Dendrite with respect to your duties under
this Agreement, (ii) the engaging by you in an indictable offense while
employed by Dendrite which relates to your duties under this Agreement or which
is likely to have a material adverse effect on the business of Dendrite, (iii)
the commission by you of any willful or intentional act while employed by
Dendrite 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 breach of Sections 1
through 7 of the General Terms and Conditions of Employment, or (iv) the
engaging by you through gross negligence in conduct while employed by Dendrite
which injures materially or could reasonably be expected to injure materially
the business or reputation of Dendrite.




 


                                                (b)           “Disability”
as used in this Agreement 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 “Disability” shall mean the occurrence
of any physical or mental condition which materially interferes with the
performance of your customary duties in your 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.


 


                (c)           “Good Reason” as used in this
Agreement shall mean, without your express written consent, the occurrence of
any of the following events which is not corrected within ten (10) days
following written notice of such event given by you to Dendrite:


 


                                                                (i)            the assignment to you of any duties
or responsibilities materially and adversely inconsistent with your position
(including any material diminution of such duties or responsibilities) or (B) a
material and adverse change in your reporting responsibilities, titles or
offices with Dendrite;


 


                                                                                                (ii)           any
material breach by Dendrite this Agreement with respect to the making of any
compensation payments, including without limitation the failure to approve
stock options set forth in the Agreement;


 


                                                                                                (iii)          any
requirement of Dendrite that you be based anywhere other than in a thirty-five
(35) mile radius of the Dendrite office you are based in


 




                                                                                                (iv)          the
failure of Dendrite to continue in effect any employee benefit plan,
compensation plan, welfare benefit plan or fringe benefit plan (such plans
being referred to herein as “Welfare Plans”) in which you are participating as
of the date of this Agreement (or as such benefits and compensation may be
increased from time to time), or the taking of any action by Dendrite which
would materially and adversely affect your participation in or materially
reduce your benefits under such Welfare Plans (other than
an




 




	
   

  	
  Initial here

  	
  JB

  	
   

  





 


 


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                                                                                                                                                across-the-board reduction of such
benefits affecting senior executives of Dendrite) unless (i) you are permitted
to participate in other plans providing you with substantially comparable
benefits (at substantially comparable cost with respect to the Welfare Plans),
(ii) any such Welfare Plan does not provide material benefits to you
(determined in relation to your compensation and benefits package), (iii) such
failure or action is taken at the direction of you or with your consent, or
(iv) such failure or action is required by law; or




 


                                                                                                (v)           the
failure of Dendrite to obtain an agreement from a successor employer to assume
Dendrite’s obligations under this Agreement in the event of a Change in
Control.


 


You must notify Dendrite of any event constituting Good Reason within
ninety (90) days following your knowledge of its existence or such event shall
not constitute Good Reason.


 


                (d)           “Change in Control” as used in this
Agreement shall mean the occurrence of any one of the following events:


 




                                                                                (i)
any “person” (as such term is defined in Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner”
(as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Dendrite representing 33 1/3% or
more of the combined voting power of Dendrite’s then outstanding securities
eligible to vote for the election of the Board (the “Dendrite Voting Securities”);
provided, however, that the event described in this
subsection (i) shall not be deemed to be a Change in Control by virtue of any
of the following acquisitions: (A) by Dendrite or any subsidiary, (B) by any
employee benefit plan sponsored or maintained by Dendrite or any subsidiary, (C)
by any underwriter temporarily holding securities pursuant to an offering of
such securities, (D) pursuant to a Non-Control Transaction (as defined in
subsection (iii)), or (E) a transaction (other than one described in subsection
(iii) below) in which Dendrite Voting Securities are acquired from Dendrite, if
a majority of the Incumbent Board (as defined below) approves a resolution
providing expressly that the acquisition pursuant to this clause (E) does not
constitute a Change in Control under this subsection (i);




 


                                                                                (ii)           individuals who, on the date of this
Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to such date, whose election or nomination for election was
approved by a vote of at least two-thirds of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy
statement of Dendrite in which such person is named as a nominee for director,
without objection to such nomination) shall be considered a member of the
Incumbent Board; provided, however, that no individual initially
elected or nominated as a director of Dendrite as a result of an actual or
threatened election contest with respect to directors


















 


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                                                or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than
the Board shall be deemed to be a member of the Incumbent Board;


 




                                                                                (iii)          the shareholders of Dendrite approve a
merger, consolidation, share exchange or similar form of corporate
reorganization of Dendrite or any such type of transaction involving Dendrite
or any of its subsidiaries (whether for such transaction or the issuance of
securities in the transaction or otherwise) (a “Business Combination”),
unless immediately following such Business Combination: (A) more than 50% of the
total voting power of the publicly traded corporation or effective control
resulting from such Business Combination (including, without limitation, any
corporation which directly or indirectly has beneficial ownership of 100% of
Dendrite Voting Securities or all or substantially all of the assets of
Dendrite and its subsidiaries) eligible to elect directors of such corporation
would be represented by shares that were Dendrite Voting Securities immediately
prior to such Business Combination (either by remaining outstanding or being
converted), and such voting power would be in substantially the same proportion
as the voting power of such Dendrite Voting Securities immediately prior to the
Business Combination, and (B) no person (other than any publicly traded holding
company resulting from such Business Combination, any employee benefit plan
sponsored or maintained by Dendrite (or the corporation resulting from such
Business Combination), or any person which beneficially owned, immediately
prior to such Business Combination, directly or indirectly, 33-1/3%
or more of Dendrite Voting Securities (a “Dendrite 33-1/3% Stockholder”)) would
become the beneficial owner, directly or indirectly, of 33-1/3% or more of the
total voting power of the outstanding voting securities eligible to elect
directors of the corporation resulting from such Business Combination and no
Dendrite 33-1/3% Stockholder would increase its percentage of such total voting
power and (C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination would be members of the
Incumbent Board at the time of the Board’s approval of the execution of the
initial agreement providing for such Business Combination (a “Non-Control
Transaction”); or




 


                                                                                (iv)          the shareholders of Dendrite approve a
plan of complete liquidation or dissolution of Dendrite or the sale or
disposition of all or substantially all of the Dendrite’s assets.


 


                                                Notwithstanding the foregoing, a Change
in Control of Dendrite shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 33 1/3% of Dendrite Voting
Securities as a result of the acquisition of Dendrite Voting Securities by
Dendrite which, by reducing the number of Dendrite Voting Securities
outstanding, increases the percentage of shares beneficially owned by such
person; provided, that if a Change in Control of Dendrite would occur as a
result of such an acquisition by Dendrite (if not for the operation of this
sentence), and after Dendrite’s acquisition such person becomes the beneficial
owner of additional Dendrite Voting Securities that increases the percentage of
outstanding Dendrite Voting Securities beneficially owned by such person, then
a Change in Control of Dendrite shall occur.


 






 




 


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