Retirement Agreement and General Release




	




RETIREMENT AGREEMENT
AND GENERAL RELEASE 



         This
Retirement Agreement and General Release (the “Agreement”) dated as of June 30,
2002 (the “Effective Date”) confirms the following understandings and agreements
between DENDRITE INTERNATIONAL, INC. (“Employer”), and GEORGE
ROBSON (“Employee”) concerning Employee’s employment and resignation
thereof. 












	  	1.  	  	Employment
Status: 






	  	  	(a) 	  	Employee
     has  voluntarily  retired  from  Employer.  Employee’s  last  date  of
employment  with Employer  pursuant to the  Employment  Agreement by and between
Employee  and  Employer  dated as of June 2, 1997,  as amended May 26, 1999 (the
“Employment   Agreement”)   or   otherwise   is  June  30,  2002  (the
“Retirement Date”). 






	  	  	(b) 	  	Employee
     will be paid his salary  through the  Retirement  Date in  accordance  with
normal  payroll  practices.  Employee  will also be paid for any unused  accrued
vacation days, less applicable  withholding  taxes.  Employee expressly forfeits
any  rights  he  may  have  to  unvested   stock   options  under  the  Dendrite
International,  Inc.  1997 Stock  Incentive  Plan,  as amended (the  “Stock
Incentive  Plan”),  or otherwise.  Notwithstanding  the preceding sentence,
Employee will be able to exercise any vested  options under the Stock  Incentive
Plan in  accordance  with the terms,  conditions  and  limitations  of the Stock
Incentive  Plan and any and all stock  option  grant  agreements  by and between
Employee and Employer. 






	  	  	(c) 	  	Except
     as otherwise  set forth in this  Agreement,  from and after the  Retirement
Date,  Employee  shall not be entitled to receive  any further  compensation  or
monies from  Employer or to receive any benefits or  participate  in any benefit
plan or program of Employer,  including but not limited to, the  Employer’s
401(k) Plan and Employee Stock Purchase Plan. 






	  	2. 	  	Retirement
     Package:  Provided Employee (i) signs this Agreement, (ii) does not
revoke it pursuant to  paragraph  10, and (iii)  complies  with his  obligations
under  this  Agreement,  including  but not  limited  to his  obligations  under
paragraph  5,  Employee  shall be  entitled to the  following  retirement
package: 






	  	  	(a) 	  	Retirement
     Bonus.   Employee   shall  be   entitled   to   receive  a  bonus  (the
“Retirement Bonus”) of $46,500, less applicable withholding taxes. The
Retirement  Bonus  will be paid to  Employee  in a lump sum in the next  payroll
period following the Effective Date. 






	  	  	(b) 	  	Extended
     Medical Coverage.  For a period of five years after the Retirement Date
(the “Initial  Coverage  Period”),  Employer will cover Employee under
the group health plan that Employer  maintains for its U.S.  employees,  as such
plan  is  amended  or  modified  from  time  to  time  (the  “Group  Health
Plan”).  During the Initial Coverage Period, Employee shall be obligated to
pay  Employer  quarterly  in  arrears,  by no  later  than  the last day of each
quarter, the applicable employee contribution payable by covered employees under
the  group  health   plan.   Nothing   herein  shall   restrict  in  any  manner
Employer’s  right to amend or modify  such group  health  plan from time to
time.  After  the  Initial  Coverage  Period,  Employee  will  be  provided,  at
Employer’s  expense,  continued health coverage for Employee and qualifying
dependents  under the Group  Health  Plan in  accordance  with the  Consolidated
Omnibus  Budget  Reconciliation  Act of 1985,  as  amended  (“COBRA”).
Notwithstanding the foregoing,  in the event that Employer is unable to continue
Employee’s  coverage  under the Group Health Plan, the Employer will obtain
alternate  medical  coverage  for  Employee.  Such  alternate  coverage  will be
maintained at the  Employer’s  expense.  Notwithstanding  anything else set
forth herein,  in the event  Employee  obtains  alternate  health  coverage from
another  employer,  the  Employer  will have no further  obligations  under this
paragraph 2(b). 






	  	3. 	  	Full
     Release: In consideration of the compensation provided in paragraph
2 herein, Employee, for himself, his heirs, executors, administrator, successors
and assigns (hereinafter referred to as the “Releasors”)  hereby fully
releases and discharges  Employer,  and its subsidiaries,  parents,  affiliates,
successors  or assigns  together  with  their  respective  officers,  directors,
employees, agents, insurers, underwriters (all such persons, firms, corporations
and entities being deemed beneficiaries hereof and are referred to herein as the
“Releasees”),  from any and all  actions,  causes of  action,  claims,
obligations,  costs, losses,  liabilities,  damages,  attorneys’  fees, and
demands of  whatsoever  character,  whether or not known,  suspected or claimed,
which the Releasors have, or hereafter may have, against the Releasees by reason
of any  matter,  fact or  cause  whatsoever  from the  beginning  of time to the
Effective Date of this  Agreement,  including,  without  limitation,  all claims
arising  out of or in any  way  related  to  Employee’s  employment  or the
termination of his employment. 






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






	  	4. 	  	Confidentiality: Employee
     agrees  that  the  terms of this  Agreement  have  been  and  shall be held
strictly  confidential  by him and his  attorneys and  accountants,  and that he
shall not, and shall instruct his attorneys and  accountants not to disclose any
such  information,  orally or in writing,  to anyone  else,  including,  without
limitation,  any past,  present  or future  employee  or agent of the  Employer.
Employee  recognizes  that,  in the  event  he or  his  attorneys  disclose  any
information  contrary to the confidentiality  provisions of this Agreement,  any
such disclosure would be a material breach of the Agreement. 






	  	5. 	  	Return
     of  Property:  Employee represents that he has returned to Employer
all  property  which  Employee  received,  prepared  or  helped  to  prepare  in
connection with his employment  including,  but not limited to, all confidential
information and all disks, notes, notebooks, blueprints, customer lists or other
papers or material in any tangible media or computer  readable form belonging to
Employer or any of its customers,  clients or suppliers,  Employee represents he
has not  retained  any copies,  duplicates  or excerpts of any of the  foregoing
materials. 






	  	6. 	  	Non-Disparagement: Employee
     agrees that he will not at any time make any statements or communicate  any
information  (whether oral or written) that disparages or reflects negatively on
the Employer or any of the Releasees. 






	  	7. 	  	No
     Effect on Duties,  Obligations  or  Restrictions  Contained  in  Employment
Agreement: This Agreement does not amend, modify, waive or affect in any
way Employee’s duties,  obligations or restrictions under Sections 6, 7, 8,
9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 21, and 22 of the  Employment  Agreement.
Such Sections are hereby  incorporated by reference and Employee agrees to abide
by such provisions. 






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






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






	  	10. 	  	Waiver
     of  Rights  Under  the  Age  Discrimination   Act: Employee
understands that this Agreement, and the release contained herein, waives claims
and rights  Employee might have under the Age  Discrimination  in Employment Act
(“ADEA”).  The monies and other  benefits  offered to Employee in this
Agreement  are in  addition  to any  sums or  benefits  that  Employee  would be
entitled  without  signing  this  Agreement.  For a  period  of  seven  (7) days
following  execution  of this  Agreement,  Employee may revoke the terms of this
Agreement by a written document received by Employer on or before the end of the
seven (7) day period (the “Effective Date”). The Agreement will not be
effective until said revocation period has expired.  Employee  acknowledges that
he has been  given up to  twenty-one  (21) days to decide  whether  to sign this
Agreement.  Employee  has been  advised to  consult  with an  attorney  prior to
executing this Agreement. 






	  	11. 	  	No
     Suit:  Employee represents that he has not filed or permitted to be
filed  against  the  Employer  or any of the other  Releasees,  individually  or
collectively,  any lawsuits  (including any arbitrations),  and he covenants and
agrees that he will not do so at any time  hereafter with respect to the subject
matter of this Agreement and claims released pursuant to this Agreement,  except
as may be necessary to enforce  this  Agreement or to challenge  the validity of
the release of his rights under the ADEA.  Except as  otherwise  provided in the
preceding  sentence,  Employee will not voluntarily  participate in any judicial
proceeding or  arbitration  against any of the Releasees that in any way involve
the allegations and facts that he could have raised against any of the Releasees
in any forum as of the date hereof.  Employee  agrees that he will not encourage
or  cooperate  with any other  current or former  employee  of  Employer  or any
potential  plaintiff to commence any legal action or make any claim  against the
Employer or against the  Releasees in respect of such  person’s  employment
with the Employer or otherwise. 






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






	  	13. 	  	Entire
     Agreement:  Except as otherwise  set forth herein,  this  Agreement
sets forth the entire  agreement  between  the  parties  relating to the subject
matter  hereof.  This  Agreement may not be changed orally but changed only in a
writing signed by both parties. 






	  	14. 	  	Indemnification
Agreement:   The   parties’   obligations,   if  any,   under   the
Indemnification  Agreement  dated  October 28,  1998 (the  “Indemnification
Agreement”)  shall remain in full force and effect,  in accordance with the
terms, conditions and limitations of the Indemnification Agreement. 






	  	15. 	  	Miscellaneous: 






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






	  	  	(b) 	  	In
the event that any one or more of the provisions of this Agreement is held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired
thereby.  Moreover, if any one or more of the provisions contained in this
Agreement is held to be excessively broad as to duration, scope, activity or
subject, such provisions will be construed by limiting and reducing them so as
to be enforceable to the maximum extent compatible with the applicable law.  






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






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







	


         
IN WITNESS  THEREOF,  Employer and Employee have executed this  Retirement  Agreement and General
Release on this 30th day of June, 2002.












	



		



By:  GEORGE ROBSON
——————————————

        George Robson


Date:  12/6/02







			DENDRITE INTERNATIONAL INC.

By:  CHRISTINE A. PELLIZZARI
——————————————

Name:  Christine A. Pellizzari

Title:    Vice President, General Counsel
            
And Secretary