**Exhibit10.4**

DendriteInternational, Inc.

Compensation Committee

ESPP - Treatment of Plan Participants in Merger Agreement

*Resolutions*

March 1, 2007

The following resolution was unanimously adopted by the CompensationCommittee of the Board of Directors of Dendrite International, Inc. (the “Company”)at a meeting of the Committee held on March 1, 2007.

RESOLVED, that given that there are and were insufficient shares ofCompany common stock (“Shares”) available under the Company’s Employee StockPurchase Plan (“ESPP”) to deliver to the participants the Shares that wouldhave otherwise been purchased under the ESPP during the offering periodsrelating to the Company’s 2006 fourth quarter (“4Q Offering Period”) and the2007 first quarter (“1Q Offering Period”) the Committee considers it fair,equitable, reasonable and appropriate for the Company to make certain cashpayments to the ESPP participants; and

RESOLVED, that the Company is hereby fully authorized to commit to pay(and to pay), at the closing of the Merger, to each participant in the ESPP whohad elected to participate in and to purchase shares of the Company’s commonstock under the ESPP in the offering period (“4Q Offering Period”) relating tothe Company’s 2006 fourth quarter, (i) an amount equal to the amount actuallydeferred by each such participant in the 4Q Offering Period which has not beenconverted into shares pursuant to the ESPP, with interest at a rate reasonablydetermined by the Company, plus (ii) an amount equal to: (x) the Per Share MergerConsideration less (y) the discounted purchase price applicable underthe ESPP for the 4Q Offering Period, times (z) the theoretical number ofshares which the participant would have acquired under the ESPP in the 4QOffering Period using the cash actually deferred by the participant for the 4QOffering Period which has not been converted into shares pursuant to the ESPP;and

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RESOLVED, that the Company is hereby fully authorized to commit to pay(and to pay), at the closing of the Merger, to each participant in the ESPP whohad elected to participate in and to purchase shares under the ESPP in theoffering period (“1Q Offering Period”) relating to the Company’s 2007 firstquarter, (i) an amount equal to the amount actually deferred by each suchparticipant in the 1Q Offering Period, with interest at a rate reasonablydetermined by the Company, plus (ii) an amount equal to: (x) the Per ShareMerger Consideration less (y) the discounted purchase price applicableunder the ESPP for the 1Q Offering Period, times (z) the theoreticalnumber of shares which the participant would have acquired under the ESPP inthe 1Q Offering Period based on the amount actually deferred by the participantduring the 1Q Offering Period; and

RESOLVED, that in the event the proposed Merger is not consummated, theCompany is hereby fully authorized to commit to pay (and to pay) the amountscontemplated in the prior two resolutions as though the Per Share MergerConsideration were equal to the fair market value of the Company’s common stockused to determine the discounted purchase price applicable under the ESPP forthe 4Q Offering Period or the 1Q Offering Period, as applicable; and

RESOLVED, that the Company will not accept deferrals or participationfor any offering period following the 1Q Offering Period; and

RESOLVED,that the officers of the Company be and hereby are authorized (with full powerof delegation), empowered and directed, for, on behalf of, and in the name ofthe Company, to take all further actions necessary or desirable in order toexecute and implement the foregoing resolutions, and to incur such expenses asare in their judgment necessary or appropriate to carry out the foregoingresolutions, with the taking of any and all such actions and the performance ofany and all such things in connection therewith conclusively establishing eachsuch officer’s authority therefore from the Company. 

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| /s/ Bernard M. Goldsmith |   | /s/ Peter W. Ladell |
|--------------------------|--------|---------------------|
| Bernard M.  Goldsmith    |   | Peter W. Ladell     |
|                     |   |                |
|                     |   |                |
| /s/ Edward J.  Kfoury    |   |                |
| Edward J. Kfoury         |   |                |

 

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