Exhibit 10.1






Exhibit 10.1




November 21, 2005


Jeff Bairstow 

[Address]


Dear Jeff:


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 Chief Financial 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 December 27, 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 $475,000 per annum to be paid on a semi-monthly
basis in accordance with Dendrite’s regular payroll practices.  Any salary increases will be evaluated no less frequently than on the anniversary date of your employment. 


(b)     Bonus.     You will be eligible to receive an annual discretionary bonus (the “Bonus”) with an initial target of $240,000.
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, (iii) you remaining in the employ of Dendrite as of the time of payment of any such Bonus
or portion thereof, and (iv) the terms and conditions of the applicable incentive compensation plan then in effect. Your target for a discretionary bonus will be reviewed and determined on an annual basis by Dendrite. In addition,
Dendrite will pay you at least a $240,000 bonus for 2006. Bonuses shall be paid no later than March 31 of the following year. 


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(c)     Stock Options.     Pursuant to Dendrite’s New Hire Stock Plan (the “Stock Plan”), upon the execution of this Agreement, you
shall be eligible to receive non-qualified options to purchase 275,000 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 addition, your entitlement to such options shall be 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) twelvemonth 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 satisfactory to
Dendrite and (iv) in all instances subject to the terms and conditions of the Stock Plan.  You will be eligible for subsequent option grants at times that other senior executives are eligible for such grants.


3.             BENEFITS.


Dendrite shall provide you:


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


(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)     Commuting Expenses.     Commencing on the date you begin employment and continuing for up to twenty months thereafter (the “Commuting
Period”), Dendrite will reimburse you for reasonable expenses incurred by you in commuting from your home in San Francico, California to Dendrite’s principal offices in New Jersey in accordance with Dendrite policy in effect from time to
time. Subject to Dendrite’s prior approval, during the Commuting Period, Dendrite will reimburse you for the reasonsable costs of a car and rental residence for your overnight stays in the Bedminister, New Jersey area or, at its discretion,
provide you with such a car and/or rental residence. In the event that anything provided under this Section 3(c) is reasonably determined by Dendrite to be included in your gross income, you shall be entitled to receive from Dendrite an additional
payment (a “Tax Adjustment Payment”) in an amount such that, after payment by you of all applicable U.S. federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to
such taxes) imposed on the amounts included in gross income (including the Tax Adjustment Payment), you retain an amount of the Tax Adjustment Payment equal to the taxes imposed on the amounts included in gross income.


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(d)     Relocation.     Dendrite will provide you with relocation benefits in accordance with the terms and conditions of the Dendrite International
Domestic Relocation Policy (the “Relocation Policy”); provided you relocate within two years after the commencement of your employment. Any amounts that Dendrite pays to you or on your behalf under Section 3(c) will count towards the cap of relocation
benefits that you may otherwise be eligible to receive under the Relocation Policy. In the event that prior to your first anniversary of your relocation (i) you terminate your employment with Dendrite for any reason whatsoever (except following a
Change in Control), or (ii) your employment is terminated by Dendrite for Cause, you agree to pay to Dendrite within 90 days of the termination of your employment all amounts paid to you or on your behalf associated with your relocation.  You
authorize Dendrite to immediately offset against and reduce any amounts otherwise due you for any amounts in respect of your obligation to repay such amounts.


(e)     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.


(f)     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 and Dendrite. 


(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 by Dendrite for any reason other than death, Cause (as defined in Exhibit A) or Disability (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); provided, however, that in the event you obtain any
other employment or any consulting or independent contractor engagement during the Severance Period, you shall immediately notify Dendrite, and any compensation earned by you therefrom shall reduce Dendrite’s severance obligations to you under
this Section 4(b) on a dollar-for-dollar basis (the “Offset”). From time to time during the Severance Period, upon Dendrite’s reasonable written request, you shall provide Dendrite with written verification (such as wage stubs, tax
returns and new employer verifications) of amounts 


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earned by you from such other employment or consulting engagements. In the event you fail to supply such information within 10 days of the date of such request, the obligations of Dendrite
under this Section 4(b) shall terminate. 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.” 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 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 employment or other engagement that begins or occurs during the Severance Period.


(c)     The following severance payment only applies in the event of a Change in Control.  If your employment hereunder is terminated within the (1) year period following a Change in Control by you for
Good Reason (as defined in Exhibit A), you shall be entitled to receive the severance payments and continued benefits coverage on the same terms and conditions as set forth in Section 4(b) above; provided that no Offsets shall apply to any severance
otherwise due under this Section 4(c).  For purposes of clarification, under no circumstances are you entitled to receive payments under both Sections 4(b) and 4(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 the provision of benefits under Sections 4(b) or 4(c) hereunder is conditioned upon the signing of a separation agreement and 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 Sections
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 otherwise due under Sections 4(b) or 4(c). Nothing herein shall affect any of
your obligations or Dendrite’s rights under this Agreement.


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(e)     In the event you terminate your employment with Dendrite 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.


It is understood and agreed that the Agreement is subject to approval by Dendrite’s Board of Directors. 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




 


Accepted and agreed to:


/s/ JEFF BAIRSTOW                                    


Jeff Bairstow


Date:   11/28/05                                               



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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 the
purposes of


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


	
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(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 of the Client Group has the decision making authority or significant influence with respect to contracting for services of the type rendered by Dendrite. 


	
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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
you may serve on the Board of Directors of another company 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 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


	
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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 full 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. 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. 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 1 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.


	
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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 concurrently with or within one (1) year following
a “Change in Control” (as defined below) 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;

(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 on the date of the consummation of the Change in Control;

(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 inor materially reduce your benefits under such Welfare Plans (other than an 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 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.