Exhibit
10.40


 


DENDRITE INTERNATIONAL, INC.


1997 STOCK INCENTIVE PLAN


 


RESTRICTED STOCK UNITS AGREEMENT


 


THIS AGREEMENT is made on
                    ,
20     by Dendrite International, Inc., a New Jersey
corporation (the “Company”), and                                       
(the “Participant”).


 


WHEREAS, on
                    
      , 20      
the Company awarded the Participant                   
units representing restricted shares of the Company’s common stock, no par
value per share (“Restricted Stock Units”), pursuant to the Dendrite
International, Inc. 1997 Stock Incentive Plan (the “Plan”) and the terms of
this Agreement;


 


NOW, THEREFORE, the parties agree as follows:


 


1.             Vesting.  Except as expressly provided elsewhere in
this Agreement, the Restricted Stock Units shall vest according to the dates
shown below:


 


	
  Percentage of

  Shares Vesting

  	
   

  	
  First Date on Which

  Such Shares Vest

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[Insert vesting
schedule]


 


2.             Issuance of Share Certificates; Restrictive
Legends.  Subject to
satisfaction of all applicable withholding taxes and subject to all other
requirements pursuant to this Agreement or the Plan, the Company shall issue
and deliver to the Participant a certificate representing each portion of fully
vested Restricted Stock Units, pursuant to the vesting schedule set forth in
Section 1, as soon as reasonably practicable after each respective date of
vesting.


 


The common stock certificates issued pursuant to the
Participant’s grant of Restricted Stock Units shall be endorsed with such
legends as the Company deems appropriate.


 


3.             Vesting Upon Death.  Upon the Participant’s death during active
employment with the Company, all then outstanding and unvested Restricted Stock
Units granted hereunder shall become immediately vested without regard to the
vesting schedule set forth in Section 1 of this Agreement.


 


4.             Vesting Upon Termination of Employment.  Upon the termination of the Participant’s
employment with the Company for any reason other than death, the Participant
shall be entitled only to the percentage of the Restricted Stock Units which
had vested under this Agreement as of the Participant’s termination date,
except only as may otherwise be expressly provided for in any written
employment agreement executed between the Participant and the Company, if
applicable.


 
















 


5.             Change in Control.  Upon the occurrence of a Change in Control
(as defined in the Plan), all Restricted Stock Units shall automatically become
vested and [all] restrictions on any Restricted Stock Units shall automatically
lapse.


 


6.             Non-Transferability.  Unless otherwise determined by the Committee
(as defined in the Plan) with respect to the transferability of certain awards
by a Participant to the Participant’s Immediate Family Members (as defined in
the Plan) or to trusts or partnerships or limited liability companies
established for such family members, no Restricted Stock Units shall be
assignable or transferable by the Participant prior to vesting of such units,
otherwise than by will or the laws of descent or distribution.


 


7.             Rights as Shareholder.  The Participant shall have no rights as a
shareholder with respect to the common stock underlying any Restricted Stock
Units unless and until a certificate representing such common stock is duly
issued and delivered to the Participant.


 


8.             Adjustments.  In the event of any change in the outstanding
shares of the Company’s common stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or exchange of
shares or other corporate change, or any distribution to holders of the
Company’s common stock other than regular cash dividends prior to the vesting
of the Restricted Stock Units, the number or kind of shares represented by the
Restricted Stock Units awarded under this Agreement may be adjusted by the
Committee (as defined in the Plan) or the Board of Directors of the Company in
such manner as it may deem equitable.


 


9.             Compliance with Securities Laws.  The Participant understands and acknowledges
that the Restricted Stock Units may not be offered, sold, transferred or
otherwise disposed of except in accordance with the Securities Act of 1933, as
amended, the rules and regulations thereunder and all applicable state
securities laws.


 


10.           Withholding Taxes.  The
Company has the right to deduct from any payment to be made pursuant to the
Plan the amount of any taxes required by law to be withheld, or to require the
Participant to pay to the Company in cash the amount required to be withheld
prior to the issuance or delivery of any shares of common stock or the payment
of cash under the Plan.  Such taxes may
be paid by (a) delivering previously owned shares of common stock, or (b)
having the Company retain shares of common stock which would otherwise be
delivered upon payment of an award, or (c) any combination of a cash payment or
the methods set forth above. For purposes of (a) and (b) above, shares of
common stock shall be valued at Fair Market Value (as defined in the Plan)
determined as of the day immediately prior to vesting or payment.


 


11.           Forfeiture.  In consideration of the granting of
Restricted Stock Units pursuant to this Agreement and the Plan, the Participant
hereby agrees that notwithstanding anything in the Plan or this Agreement to
the contrary, in the event of:


 


(i) serious misconduct by the Participant (including,
without limitation, a material breach by the Participant of Company policy, or
a material breach by the Participant of the obligations set forth in the
Company’s employee handbook [or code of ethics and


 
















 


standards of business
conduct]), or conduct seriously prejudicial to the business or reputation of
the Company (including illegal or fraudulent activity, criminal indictment or
acts of moral turpitude), or


 


(ii) a material breach by the Participant of any employment
agreement between the Participant and the Company, or


 


(iii) a breach by the Participant of any written
agreement not to compete with the Company or a breach by the Participant of his
or her confidentiality agreement with the Company or a breach by the
Participant of his or her covenant against soliciting Company employees,


 


then (a) all unvested Restricted Stock Units granted to the Participant
shall be cancelled and (b) if such conduct or activity occurs within one year
following the vesting of any Restricted Stock Units, the Participant shall be
required to repay to the Company such shares underlying vested Restricted Stock
Units.  Such cancellation or repayment
obligation shall be effective as of the date specified by the Committee.


 


Any repayment obligation may be satisfied in common
stock or cash or a combination thereof (based upon the Fair Market Value of
common stock on the day prior to the date of payment), and the Committee is
hereby permitted and expressly authorized by the Participant to offset against
any future payments owed by the Company or any Subsidiary to the Participant
(including any salary, bonus, severance or other compensation) to satisfy the
repayment obligation.  The determination
of whether the Participant has engaged in any conduct or activity described in
(i), (ii) or (iii) above shall be determined by the Committee in good
faith.  This Section 11 shall have no
application following a Change in Control.


 


The Participant agrees to reimburse the Company for
all costs and expenses (including, without limitation, court costs and the
reasonable fees and expenses of attorneys) incurred by the Company in
connection with any action by the Company seeking to enforce this Section 11.


 


12.           Beneficiaries.  The Participant may designate a beneficiary
to be assigned the Restricted Stock Units outstanding at the time of the
Participant’s death.  If no beneficiary
has been named by the Participant at the time of death, any Restricted Stock
Units held by the Participant at such time shall be transferred as provided in
the Participant’s will or by the laws of descent and distribution.  Whenever the word “Participant” is used in
this Agreement under circumstances where the provision should logically be construed
to apply to the beneficiaries, the executors, the administrators, or the person
or persons to whom the Restricted Stock Units may be transferred by will or by
the laws of descent and distribution, the word “Participant” shall be deemed to
include such person or persons.


 


13.           Notices.  Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed to or delivered to
the party for whom it is intended at such address as may from time to time be
designated by it in a notice mailed or delivered to the other party as herein
provided; provided  that, unless and until some other address be
so designated, all notices or communications by the Participant to the Company
shall be mailed or


 
















 


delivered to the Company
at its principal executive office, and all notices or communications by the
Company to the Participant may be given to the Participant personally or may be
mailed to the Participant at the address in the records of the Company.


 


14.           Binding Effect.  Subject to Section 12 hereof, this Agreement
shall be binding upon the heirs, executors, administrators and successors of
the parties hereto.


 


15.           Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of New Jersey, without
giving effect to conflicts of laws principles.


 


16.           Incorporation by Reference of the Plan.  The terms and provisions of the Plan are
incorporated herein by reference, and the Participant hereby acknowledges
receiving a copy of the Plan. 
Capitalized terms not defined in this Agreement have the meaning set
forth in the Plan.  In the event of a
conflict or inconsistency between discretionary terms and provisions of the
Plan and the express provisions of this Agreement, this Agreement shall govern
and control.  In all other instances of
conflicts or inconsistencies or omissions, the terms and provisions of the Plan
shall govern and control.  All
capitalized terms not defined herein shall have the meaning ascribed to them as
set forth in the Plan.


 


17.           Amendment.  This Agreement may be amended by written
agreement of the Participant and the Company, without the consent of any other
person.


 
















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


 


	
   

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: