**Exhibit10.67**

[Dendrite Logo]

1405 US Highway 206,Bedminster, NJ 07921 USA

September 19, 2006

James Young[ADDRESS]

 

Dear Jim,

We would like toconfirm the terms and conditions of your employment with Dendrite International,Inc. (“Dendrite”).

**SPECIFIC TERMS & CONDITIONSOF EMPLOYMENT**

**1.             DUTIES/TERM.** You will beemployed as SVP and Chief Human Resources Officer initially reporting to **Joe Ripp**. You shall (i) perform those duties as may fromtime to time be assigned to you by Dendrite or its affiliates; (ii) devote yourfull-time attention and best efforts solely and exclusively to the dutiesassigned to you; and (iii) comply with all existing Dendrite rules,regulations, policies and directives and those which may be established fromtime to time. Your employment will be at-will and may be terminated at any timefor 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 shallpay you for your services an initial base salary at a rate of $250,000 perannum to be paid on a semi-monthly basis in accordance with Dendrite’s regular payrollpractices. Any salary increases will be evaluated no less frequently than onthe anniversary date of your employment, provided this in no way guarantees youany salary increase.

(b)           Bonus.You will be eligible to receive an annual discretionary bonus (the “Bonus”)with an initial target of $150,000. Bonus eligibility shall be determined andpaid in accordance with Dendrite’s applicable incentive compensation policy ineffect for senior executives. They payment of any Bonus is subject to: (a)Dendrite’s achievement of quarterly and annual financial goals as set forth inthe Board approved annual business plan, (b) such other objectives as may bedetermined by Dendrite from

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time to time, (c) you remaining in the employ ofDendrite as of the time of payment of any such Bonus, and (d) the terms andconditions of the applicable incentive compensation plan in effect from time totime. Your target for a discretionary bonus will be reviewed and determined onan annual basis by Dendrite. Nothwithstanding the foregoing, the Company shallpay you a 2006 bonus calculated as follows: $150,000 times a fraction thenumerator of which is the number of days you are employed by Dendrite in 2006and the denominator of which is 365, provided that you are employed by Dendriteand have not given notice of your resignation on the date that Dendrite payssuch 2006 Bonus. In addition, notwithstanding the foregoing, the Company shallpay you a minimum $75,000 bonus for 2007, provided that you are employed byDendrite and have not given notice of your resignation on the date thatDendrite pays such a 2007 Bonus. Bonuses shall be paid no later than March 31of the following year.

(c)           StockOptions. Pursuant to the Dendrite’s New Hire Stock Plan (the “Stock Plan”),upon the execution of this Agreement, you shall be eligible to receivenon-qualified options to purchase 60,000 shares of the common stock of Dendrite.The price for such options shall be determined by the Compensation Committee ofthe Board, subject to the terms and conditions of the Stock Plan. You will beeligible for subsequent discretionary option grants at times that other seniorexecutives are eligible for such grants. Your entitlement to any options shallbe subject to (i) a four-year vesting schedule, (ii) approval by the Board,(ii) your execution of a definitive option agreement in form and substancesatisfactory to Dendrite, and (iv) in all instances subject to the terms andconditions of the Stock Plan.

(d)           Sign-OnBonus. You will also receive a sign-on bonus of $50,000, payable within thirty(30) days of your start date. In the event that prior to the first anniversaryof your employment (i) you voluntarily terminate your employment with Dendritefor any reason whatsoever, or (ii) your employment is terminated by Dendritefor Cause, you agree to pay to Dendrite within 90 days of the termination ofyour employment an amount equal to (i) the sign-on bonus multiplied by (ii) afraction, the numerator of which is 365 minus the number of days that you areemployed by Dendrite and the denominator of which is 365. You authorizeDendrite to immediately offset against and reduce any amounts otherwise due youfor any amounts in respect of your obligation to repay the sign-on bonus. Theforegoing shall not apply in the event of a Change in Control (as defined inExhibit A).

**3.             BENEFITS.**

Dendrite shall provide you:

(a)           Vacation.Four (4) weeks vacation per annum in accordance with Dendrite policy in effectfrom time to time.

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

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

(d)         Other. Otherbenefits to the same extent as may be provided to other senior executives inaccordance with the Dendrite policy in effect from time to time and subject tothe terms and conditions of such benefit plans. For the avoidance of doubt,Dendrite shall not, at this time, reimburse you for any commuting or relocationexpenses.

**4.             SEVERANCE.**

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

(b)           Ifyour employment hereunder is terminated by Dendrite for any reason other thandeath, Cause (as defined in Exhibit A), or Disability (as defined in ExhibitA), you shall be entitled to receive severance payments of your monthly basesalary for 12 months following your employment termination (calculated at therate of base salary then being paid to you as of the date of termination) andyour Final Annual Target Bonus (as defined below in Section 4(f)). Theseverance payments to be paid to you under this Section 4(b) shall be referredto herein as the “Severance Payment.” The Severance Payment shall be paid toyou in twelve consecutive equal monthly payments commencing in the payrollperiod following the date you sign the separation agreement described inSection 4(e) below. No interest shall accrue or be payable on or with respectto any Severance Payment. In the event of a termination of your employment describedin this Section 4(b), you shall be provided continued “COBRA” coverage pursuantto Sections 601 et seq. of ERISA under Dendrite’s group health plan. During theperiod which you receive the Severance Payment, your cost of COBRA coverageshall be the same as the amount paid by employees of Dendrite for the samecoverage under Dendrite’s group health plan. Nothwithstanding the foregoing, inthe event you become re-employed with another employer and become eligible toreceive health coverage from such employer, the payment of COBRA coverage byDendrite as described herein shall cease. You agree to notify Dendrite of anyfull-time employment that you begin while receiving the Severance Payment.

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(c)           Thefollowing severance payment only applies in the event of a Change in Control(as defined in Exhibit A). If, within the one (1) year period following aChange in Control, your employment hereunder (i) is terminated by Dendrite orits successor for any reason other than Cause or Disability, or as a result of yourdeath, or (ii) voluntarily by you with Good Reason (as defined in Exhibit A),then you shall be entitled to receive a severance payment equal to the sum oftwenty-four (24) months base salary (calculated at the rate of base salary thenbeing paid to you as of the date of termination) plus two (2) times your FinalAnnual Target Bonus (as defined below in Section 4(f)). The severance paymentsto be paid to you under this Section 4(c) shall be referred to as the “Changein Control Severance Payment.” Your Change in Control Severance Payment shallbe paid to you in a lump-sum no later than twenty (20) days after the date yousign the separation agreement described in Section 4(e) below. No interestshall accrue or be payable on or with respect to any Change in ControlSeverance Payment. In the event of a termination of your employment describedin this Section 4(c), you shall be provided continued “COBRA” coverage pursuantto Sections 601 et seq. of ERISA (or COBRA-like coverage if COBRA does not orwould no longer apply) under Dendrite’s group health plan for the twenty-four(24) month period commencing on the date of termination of employment. Duringthe period in which you receive such coverage, your cost of coverage shall bethe same as the amount paid by employees of Dendrite for the same coverageunder Dendrite’s group health plan. Notwithstanding the foregoing, in the eventyou become re-employed with another employer and become eligible to receivehealth coverage from such employer, the payment of COBRA coverage by Dendriteas described herein shall cease. You agree to notify Dendrite of any full-timeemployment that you begin while receiving the Change in Control SeverancePayment. In the event of a Change in Control, all equity awards and stock optionsthen granted to you by Dendrite will immediately vest and all salesrestrictions will be lifted.

(d)           Forpurposes of clarification, under no circumstances are you entitled to receivepayments under both Sections 4(b) and 4(c), and you will not be entitled to anyother severance payments from Dendrite.

(e)           Themaking of any Severance Payments or Change in Control Severance Payments, andthe provision of benefits under Sections 4(b) or 4(c) hereunder, is conditionedupon the signing of a general release in form and substance satisfactory toDendrite under which you release Dendrite and its affiliates together withtheir respective officers, directors, shareholders, employees, agents andsuccessors and assigns from any and all claims you may have against them. Inthe event you breach any

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provisions of Sections 1 through 6 of the GeneralTerms and Conditions of Employment of this Agreement, in addition to any otherremedies at law or in equity, Dendrite may cease making any Severance Payment,Change in Control Severance Payment, or any payments for COBRA coverageotherwise due under Sections 4(b) or 4(c). Nothing herein shall affect any ofyour obligations or Dendrite’s rights under this Agreement.

(f)            FinalAnnual Target Bonus means the annual target bonus established for you in thefiscal year in which your employment terminates, or, if the annual target bonushas not been established for you in such fiscal year, then the annual targetbonus for the prior fiscal year shall be used; *providedthat*, in connection with a Change in Control Severance Payment, inno event shall the Final Annual Target Bonus be less than the annual targetbonus most recently established for you prior to the occurrence of the Changein Control.

(g)           Nothwithstandingthe foregoing, any payments under this Section 4 may be delayed, for no morethan six (6) months following termination of your employment, pursuant toSection 409A of the Internal Revenue Code (the “Code”), and, to the extent suchseverance payment shall accrue from the date otherwise scheduled for suchpayment under the terms of this agreement until the date of actual payment atan annual rate of six percent (6%).

Please sign where indicated below to acknowledge youragreement to the Specific Terms and Conditions (“Special Terms”) set forthabove and the General Terms and Conditions of Employment attached hereto (“GeneralTerms”), both of which together shall form the terms and conditions of youremployment (the “Agreement”).
|                          |      | Sincerely,                              |
|--------------------------|-----------|-----------------------------------------|
|                     |      |                                    |
|                     |      |                                    |
|                     |      | /s/ Christine A. Pellizzari             |
|                     |      | Christine A.  Pellizzari                |
|                     |      | Senior Vice  President, General Counsel |
|                     |      | and Secretary                           |
| Accepted and  agreed to: |      |                                    |
|                     |      |                                    |
| /s/ James Young          |      |                                    |
| James Young              |      |                                    |
|                     |      |                                    |
| Date:                    | 9/26/2006 |                                    |   |
|                          |           |                                         |  |

** **

 

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**DENDRITE INTERNATIONAL, INC.**

**GENERAL TERMS & CONDITIONS OFEMPLOYMENT**

**(togetherwith 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 whichDendrite or its affiliates are engaged. You shall promptly disclose to Dendritethat information or business opportunity but shall not disclose it to anyoneelse without Dendrite’s written consent.

**2.             DENDRITE AND CLIENT CONFIDENTIAL INFORMATION.**As a result of your employment with Dendrite, you will acquire informationwhich is proprietary and confidential to Dendrite and its affiliates. Thisinformation includes, but is not limited to, Dendrite’s proprietary software,technical and commercial information, instruction and product information, thedesign, “look and feel” and capabilities of Dendrite’s product, Dendrite’sproprietary training program methodology regarding the utilization ofelectronic territory management software and associated client supportservices, Dendrite’s methodology for prompting its products and services to itsclients, Dendrite’s proprietary Graphic User Interface, the navigational pathsthrough which Dendrite’s clients input and access information stored in theproprietary software, the particularized needs and demands of Dendrite’sclients and the customizations Dendrite makes to its proprietary software tomeet those clients’ needs, financial arrangements, salary and compensationinformation, competitive status, pricing policies, knowledge of suppliers,technical capabilities, discoveries, algorithms, concepts, software in anystage of development, designs, drawings, specifications, techniques, models,data, technical manuals, training guides and manuals, research and developmentmaterials, processes, procedures, know-how and other business affairs relatingto Dendrite. Confidential information also includes any and all technicalinformation involving Dendrite’s work. In addition, Dendrite may be furnishedinformation and data which is proprietary and confidential to its clients,partners, suppliers and other third parties (“Third Parties”). You agree to usethe confidential information of Dendrite and Third Parties solely during and infurtherance of your employment with Dendrite. You agree to keep all suchinformation confidential and agree not to reveal it at any time without theexpress written consent of Dendrite. This obligation is to continue in forceafter employment terminates for whatever reason.

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

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**4.             INVENTIONS.** All work performedby you and all materials, products, deliverables, inventions, software, ideas,disclosures and improvements, and copyrighted material made or conceived byyou, solely or jointly, in whole or in part, during your employment withDendrite (even if completed following the termination of your employment) thatrelate to any matters pertaining to the business of Dendrite shall be theproperty of Dendrite and shall be deemed to be a work made for hire. To theextent that title to any of the foregoing shall not, by operation of law, vestin Dendrite, all right, title and interest therein are hereby irrevocablyassigned to Dendrite. You agree to give Dendrite or any person on entitydesignated by Dendrite reasonable assistance required to perfect its rightstherein.

**5.             RESTRICTION ON FUTURE EMPLOYMENT.**You acknowledge (i) the highly competitive nature of the business and theindustry in which Dendrite competes; (ii) that you will acquire and have accessto confidential information as described in Section 2 of the General Terms;(ii) that, as a key employee of Dendrite, you will participate in the servicingof current clients and/or the solicitation of prospective clients, throughwhich among other things, you will obtain knowledge of the “know-how” andbusiness practices of Dendrite, in which matters Dendrite has a substantialproprietary interest; and (iv) that your employment hereunder requires theperformance of services which are special, unique, extraordinary andintellectual in character, and your position with Dendrite places you in aposition of confidence and trust with the clients and  employees of Dendrite. In the course of youremployment with Dendrite, you will develop a personal relationship with theclients of Dendrite and a knowledge of those clients’ affairs and requirements,and that the relationship of Dendrite with their established clientele willtherefore be placed in your hands in confidence and trust. You consequentlyagree that it is reasonable and necessary for the protection of theconfidential information, goodwill and business of Dendrite that you make thecovenants contained herein and that Dendrite would not have entered into thisAgreement unless the covenants set forth in this Section 5 were contained inthis Agreement. Accordingly, you agree that during the period that you areemployed by Dendrite and for a period of eighteen (18) months thereafter, youshall not, as an individual, employee, consultant, partner, shareholder, or inassociation with any other person, business or enterprise, except on behalf ofDendrite, directly or indirectly, and regardless of the reason for your ceasingto be employed by Dendrite:

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

(b)           attemptin any manner to solicit or accept from any client business of the typeperformed by Dendrite or to persuade any client to cease to do business or toreduce the amount of business which any such client has customarily done or isreasonably

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expected to do with Dendrite, whether or not the relationship betweenDendrite and such client was originally established in whole or in part throughyour efforts;

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

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

As used in thisSection 5, the term “Dendrite” shall mean Dendrite and its affiliates, and theterm “client” shall mean (1) anyone who is a client of Dendrite on the date ofyour termination or, if your employment shall not have terminated, at the timeof the alleged prohibited conduct (any such applicable date being called the “DeterminationDate”), but only if you solicited, rendered services for, or were otherwiseinvolved 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) yearperiod immediately preceding the Determination Date; but only if you solicited,rendered services for, or were otherwise involved with any such client at anytime during your employment with Dendrite; (3) any prospective client to whomDendrite had made a new business presentation (or similar offering of services)at any time during the one (1) year period immediately preceding theDetermination Date; but only if you actively participated in or supervised suchnew business presentation (or similar offering of services); and (4) anyprospective client to whom Dendrite made a new business presentation (orsimilar offering of services) at any time within six (6) months after the dateof your termination (but only if the initial discussions between Dendrite andsuch prospective client relating to the rendering of services occurred prior tothe date of your termination, and only if you actively participated in orsupervised such discussions). For purposes of this clause, it is agreed that ageneral mailing or an incidental contact shall not be deemed a “new businesspresentation or similar offering of services” or a “discussion”. In addition,if the client is part of a group of companies which conducts business throughmore than one entity, division or operating unit, whether or not separatelyincorporated (a “Client Group”), the term “client” as used herein shall alsoinclude each entity, division and operating unit of the Client Group where thesame management group of the Client Group has the decision making authority orsignificant influence with respect to contracting for services of the typerendered by Dendrite.

For an eighteen(18) month period after the termination of your employment for any reasonwhatsoever, you agree to promptly notify Dendrite in writing the identity ofall subsequent employers. You agree to provide such information as Dendrite mayfrom time to time request to determine your compliance with the terms of thisAgreement.

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**6.             NON-DISPARAGEMENT.** You agreethat you will not at any time make any statement, observation or opinion, orcommunicate any information (whether oral or written) that is likely to come tothe 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 inimicalto the interests of the Company.

**7.             OUTSIDE CONTRACTING.** You shallnot enter into any agreements to provide services to any company, person ororganization outside of your employment by Dendrite (an “Outside Agreement”)without the prior written express consent from Dendrite. You must notifyDendrite of your intent to enter into an Outside Agreement specifying thereinthe other party to such Outside Agreement and the type of services to beprovided by you. Dendrite shall not unreasonably withhold permission to you toenter into Outside Agreements unless such Outside Agreements (i) are withcompetitors or potential competitors of Dendrite, or (ii) as determined inDendrite’s sole discretion, shall substantially hamper or prohibit you fromsatisfactorily carrying out all duties assigned to you by Dendrite.

**8.             REMEDIES.** The parties agreethat in the event you breach or threaten to breach this Agreement, moneydamages may be an inadequate remedy for Dendrite and that Dendrite will nothave an adequate remedy at law. It is understood, therefore, that in the eventof a breach or threatened breach of this Agreement by you, Dendrite shall havethe right to obtain from a court of competent jurisdiction restraints orinjunctions prohibiting you from breaching or threatening to breach thisAgreement. In that event, the parties agree that Dendrite will not be requiredto post bond or other security. It is also agreed that any restraints orinjunctions issued against you shall be in addition to any other remedies whichDendrite may have available to it.

**9.             ARBITRATION**

(a) If any disputearises between you and Dendrite that the parties cannot resolve themselves,including any dispute over the application, validity, construction, orinterpretation of this Agreement, arbitration in accordance with thethen-applicable employment law rules of the American Arbitration Associationshall provide the exclusive remedy for resolving any such dispute, regardlessof its nature; provided, however, that Dendrite may enforce your obligation toprovide services under this Agreement and your obligations under Sections 1through 7 hereof by an action for injunctive relief and damages in a court ofcompetent jurisdiction at any time prior or subsequent to the commencement ofan arbitration proceeding as herein provided. This Section 9 shall apply to anyand all claims arising out of your employment and its termination, under stateand federal statues, local ordinances, and the common law including, withoutlimitation Title VII of the Civil Rights Act of 1964, as amended, the CivilRights Act of 1991, the Equal Pay Act, the Employee Retirement Income SecurityAct, as amended, the Age Discrimination in Employment Act of 1967, theAmericans with Disabilities Act of 1990, the Family and Medical Leave Act of1993, the Fair Labor Standards Act, the New Jersey Family

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Leave Act, the New JerseyConscientious Employee Protection Act, the New Jersey Civil Rights Act and theNew Jersey Law Against Discrimination.

**(b) Youhave read and understand this Section 9 which discusses arbitration.  You understand that by signing thisAgreement, you agree to submit any claims arising out of, relating to, or inconnection with this Agreement, or the interpretation, validity, construction,performance, breach or termination thereof, or your employment or thetermination thereof, to binding arbitration, and that this arbitrationprovision constitutes a waiver of your right to a jury trial and relates to theresolution of all disputes relating to all aspects of the employer/employeerelationship.  You further understandthat other options such as federal and state administrative remedies andjudicial remedies exist and know that by signing this Agreement those remediesare forever precluded and that regardless of the nature of your complaint, youknow that it can only be resolved by arbitration.**

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

**10.          SEVERABILITY.** If any provision ofthis Agreement shall be declared invalid or illegal for any reason whatsoever,then notwithstanding such invalidity or illegality, the remaining terms andprovisions of this Agreement shall remain in full force and effect in the samemanner as if the invalid or illegal provisions had not been containedherein.  Moreover, if any one or more ofthe provisions contained in this Agreement is held to be excessively broad asto duration, scope, activity or subject, such provisions will be construed bylimiting and reducing them so as to be enforceable to the maximum extentcompatible with applicable law.

**11.          NOTICES.** In the event any noticeis required to be given under the terms of this Agreement, it shall bedelivered in the English language, in writing, as follows:

 
| 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 addressas either party may have furnished to the other in writing in accordanceherewith, except that notices of changes of address shall be effective onlyupon receipt.

**12.          PRIOR EMPLOYMENT**. You representand warrant that you have not taken or otherwise misappropriated and do nothave in your possession or control any confidential and

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proprietary informationbelonging to any of your prior employers or connected with or derived from yourservice to prior employers. You represent and warrant that you have returned toall prior employers any and all such confidential and proprietaryinformation.  You further acknowledge,represent and warrant that Dendrite has informed you that you are not to use orcause the use of such confidential or proprietary information in any mannerwhatsoever in connection with your employment by Dendrite. You agree, representand warrant that you will not use such information.  You shall indemnify and hold harmlessDendrite from any and all claims arising from any breach of the representationsand warranties in this Section.

**13.          MISCELLANEOUS.**

(a)           This Agreement shall be governed by andconstrued in accordance with the laws of New Jersey, without regard to theconflicts of laws. Competent courts of jurisdiction in New Jersey shall haveexclusive jurisdiction to entertain any legal or equitable action with respectto Section 1 through 8 of the General Terms except that Dendrite may instituteany 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 ofsummons or other appropriate legal process may effected upon any party bydelivering it to the last known address.

(b)           Your rights or obligations under theterms of this Agreement or of any other agreement with Dendrite may not beassigned. 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 entireagreement between the parties hereto and fully supersedes any and all priornegotiations, discussions, agreements or understandings between the partieshereto pertaining to the subject matter hereof. No representations, oral orotherwise, with respect to the subject matter of this Agreement have been madeby either party. This Agreement may not be modified or waived except by awriting signed by both parties. No waiver by either party of any breach by theother shall be considered a waiver of any subsequent breach of the Agreement.

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

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**Exhibit ATo Dendrite Specific Terms & Conditions Of Employment**

(a)           “Cause” as used in this Agreementshall mean (i) any gross misconduct on the part of you with respect to yourduties under this Agreement, (ii) the engaging by you in an indictable offensewhich relates to your duties under this Agreement or which is likely to have amaterial adverse effect on the business of Dendrite, (iii) the commission byyou of any willful or intentional act which injures in any material respect orcould reasonably be expected to injure in any material respect the reputation,business or business relationships of Dendrite, including without limitation, abreach of Sections 1 through 7 of the General Terms and Conditions ofEmployment, or (iv) the engaging by you through gross negligence in conductwhich injures materially or could reasonably be expected to injure materiallythe business or reputation of Dendrite.

(b)           “Disability” as used in thisAgreement shall have the same meaning as that term, or such substantially equivalentterm, 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 materiallyinterferes with the performance of you customary duties in your capacity as anemployee where such disability has been in effect for a person 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 Agreementshall mean, without your express written consent, the occurrence of any of thefollowing events concurrently with or within one (1) year following a “Changein Control” (as defined below) which is not corrected within ten (10) daysfollowing written notice of such event given by you to Dendrite:

(i)            theassignment to you of any duties or responsibilities materially and adverselyinconsistent with your position (including any material diminution of suchduties or responsibilities) or (B) a material and adverse change in yourreporting responsibilities, titles or offices with Dendrite;

(ii)           anymaterial breach by Dendrite this Agreement with respect to the making of anycompensation payments;

(ii)           anyrequirement of Dendrite that you be based anywhere other than in a thirty-five(35) mile radius of  the Dendrite officeyou are based in on the date of the consummation of the Change in Control.

(iv)          thefailure of Dendrite to continue in effect any employee benefit plan,compensation plan, welfare benefit plan or fringe benefit plan (such plansbeing referred to herein as “Welfare Plans”) in which you are participating asof the date of this Agreement (or as such benefits and compensation may beincreased from time to time), or the taking of any action by Dendrite whichwould materially and adversely affect your participation in or materiallyreduce your benefits under such Welfare Plans (other than an across-the-boardreduction of such benefits affecting senior executives of Dendrite) unless (i)you are permitted to participate in other plans providing you withsubstantially

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comparable benefits (at substantially comparable cost with respect tothe Welfare Plans),  (ii)  any such Welfare Plan does not providematerial benefits to you (determined in relation to your compensation andbenefits package), (iii) such failure or action is taken at the direction ofyou or with your consent, or (iv) such failure or action is required by law; or

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

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

(d)           “Change in Control” as used in thisAgreement 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 andExchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections13(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, ofsecurities of Dendrite representing 33 1/3% or more of the combined votingpower of Dendrite’s then outstanding securities eligible to vote for theelection 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 thefollowing acquisitions: (A) by Dendrite or any subsidiary, (B) by any employeebenefit plan sponsored or maintained by Dendrite or any subsidiary, (C) by anyunderwriter 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 whichDendrite Voting Securities are acquired from Dendrite, if a majority of theIncumbent Board (as defined below) approves a resolution providing expresslythat the acquisition pursuant to this clause (E) does not constitute a Changein Control under this subsection (i);

(ii)           individualswho, on the date of this Agreement, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority thereof, provided thatany person becoming a director subsequent to such date, whose election ornomination for election was approved by a vote of at least two-thirds of thedirectors comprising the Incumbent Board (either by a specific vote or byapproval of the proxy statement of Dendrite in which such person is named as anominee for director, without objection to such nomination) shall be considereda member of the Incumbent Board; provided, however, that noindividual initially elected or nominated as a director of Dendrite as resultof an actual or threatened election contest with respect to directors or anyother actual or threatened solicitation of proxies or consents by or on behalfof any person other than the Board shall be deemed to be a member of theIncumbent Board;

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(iii)          theshareholders of Dendrite approve a merger, consolidation, share exchange orsimilar form of corporate reorganization of Dendrite or any such type oftransaction involving Dendrite or any of its subsidiaries (whether for suchtransaction or the issuance of securities in the transaction or otherwise) (a “BusinessCombination”), unless immediately following such Business Combination:  (A) more than 50% of the total voting powerof the publicly traded corporation resulting from such Business Combination(including, without limitation, any corporation which directly or indirectlyhas beneficial ownership of 100% of Dendrite Voting Securities or all orsubstantially all of the assets of Dendrite and its subsidiaries) eligible toelect directors of such corporation would be represented by shares that wereDendrite Voting Securities immediately prior to such Business Combination(either by remaining outstanding or being converted), and such voting powerwould be in substantially the same proportion as the voting power of suchDendrite Voting Securities immediately prior to the Business Combination, (B)no person (other than any publicly traded holding company resulting from suchBusiness Combination, any employee benefit plan sponsored or maintained byDendrite (or the corporation resulting from such Business Combination), or anyperson which beneficially owned, immediately prior to such Business Combination,directly or indirectly, 33-1/3% or more of Dendrite Voting Securities (a “Dendrite33-1/3% Stockholder”)) would become the beneficial owner, directly orindirectly, of 33-1/3% or more of the total voting power of the outstandingvoting securities eligible to elect directors of the corporation resulting fromsuch Business Combination and not Dendrite 33-1/3% Stockholder would increaseits percentage of such total voting power, and (C) at least a majority of themembers of the board of directors of the corporation resulting from suchBusiness Combination would be members of the Incumbent Board at the time of theBoard’s approval of the execution of the initial agreement providing for suchBusiness Combination (a “Non-Control Transaction”); or

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

Notwithstanding theforegoing, a Change in Control of Dendrite shall not be deemed to occur solelybecause any person acquires beneficial ownership of more than 33-1/3% ofDendrite Voting Securities as result of the acquisition of Dendrite VotingSecurities by Dendrite which, by reducing the number of Dendrite VotingSecurities outstanding, increases the percentage of shares beneficially ownedby such person; provided, that, if a Change in Control ofDendrite would occur as a result of such an acquisition by Dendrite (if not forthe operation of this sentence), and after Dendrite’s acquisition such personbecomes the beneficial owner of additional Dendrite Voting Securities thatincreases the percentage of outstanding Dendrite Voting Securities beneficiallyowned by such person, then a Change in Control of Dendrite shall occur.

 

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