Exhibit
10.3


TRANSITION
AGREEMENT AND GENERAL RELEASE


This Transition Agreement
and General Release (the “Agreement”) confirms the following understandings and
agreements between DENDRITE INTERNATIONAL,
INC. (“Employer” or “Dendrite”), and MARK CIEPLIK
(“Employee”) concerning Employee’s employment and the termination thereof.


1.             Employment
Status:


(a)           Except as otherwise expressly set
forth below, and unless his employment is sooner terminated, Employee’s last
day of employment with the Company pursuant to the Employment Agreement by and
between Employee and Employer dated June 9, 1997, as amended by Amendments
dated May 16, 1999 and February 13, 2006 (the “Employment Agreement”) will be July
31, 2006.  Employee will continue to
receive his base salary and benefits as set forth in Section 5 of his
Employment Agreement through the earlier of the date he is terminated or July 31,
2006 (the “Transition Date”).


(b)           After the Transition Date, Employee
shall continue to render services as Dendrite may reasonably request as set
forth in paragraphs 3(b)(6) and 3(b)(7) of this Agreement.


(c)           Except as otherwise specifically set
forth in this Agreement, after the Termination Date, Employee shall no longer
be entitled to any further compensation or any monies from the Company or any
of its affiliates or to receive any of the benefits made available to Employee
during his employment at the Company.


(d)           Notwithstanding anything to the
contrary, nothing in this Agreement alters Employee’s status as an at will
employee, subject to paragraph 3 of this Agreement.


2.             Transition
Duties:   Employee agrees to remain an employee and to assist
the Company in the orderly transition of his responsibilities until the Transition
Date.  Employee specifically agrees that he
will continue to work on the response to Pfizer’s request for proposal (“RFP”)
until the Transition Date and that he will use his best efforts to assist the
Company’s in winning the business related to the RFP.  In addition, Employee will work with Natasha Giordano
and Stu Thiede to develop and execute a transition plan.  As part of the transition of his duties,
Employee may travel to Japan to meet with the President of Pfizer Japan and his
staff.  Employee further agrees that prior
to the Transition Date, he will comply with the policies and directives of
Dendrite, devote his best efforts, skill and ability to promote the Company’s
interests, perform his services hereunder, and work with other employees of the
Company and its affiliates in a competent and professional manner and generally
promote the interests of the Company and its clients.
















 


3.             Payments
and Benefits.


(a)           If Employee (i) signs this Agreement;
(ii) does not revoke his signature (as set forth below in section 11); (iii) complies
with his obligations under this Agreement; (iv) re-executes this Agreement as
set forth below in paragraph 12; and (v) does not revoke his re-execution, and
(vi) is terminated from his employment by Dendrite for any reason other than Cause
or Disability (as those terms are defined in the Employment Agreement) prior to
July 31, 2006, the Employer shall only provide Employee with the severance
package set forth in sections 4(b) and 4(c) of the Employment Agreement.  For the sake of clarity, if Employee resigns
or is terminated by Dendrite for Cause, he will not be entitled to any
severance payments or benefits under his Employment Agreement or any payments
or benefits under paragraph 3 of this Agreement.


(b)           If Employee is employed by Employer
as of July 31, 2006, and Employee complies with his obligations in paragraphs
3(a)(i) — 3(a)(v) above, Employer shall provide Employee with the following transition
package:


(1)           The Company shall continue to pay
Employee his base salary, less applicable withholding taxes and deductions,
through January 31, 2007.  These payments
shall be paid to Employee in accordance with the Company’s normal payroll
practices and will commence in the payroll period following the Company’s
receipt of Employee’s re-executed Agreement.


(2)           The Company shall pay Employee, for
calendar year 2006, a minimum bonus of $162,500, less applicable withholding
taxes and deductions.  Such payment shall
be made to Employee on or prior to March 15, 2007.


(3)           Employee will remain eligible to
participate in the 2006 Dendrite Management Incentive Plan (“MIP”) through June
30, 2006, subject to the terms and conditions of the MIP.  Thereafter, Employee will no longer be
eligible to participate in the MIP.


(4)           The Company will pay for Employee’s
continued health, life, and disability insurance coverage through July 31,
2007, with Employee paying any applicable employee contributions, to the extent
that such continued coverage is permitted by the applicable insurance plans.  Dendrite may provide such continued coverage
through COBRA, in its discretion.  The
Company’s obligations under this paragraph, however, shall cease upon Employee’s
becoming eligible for another employer’s health plan.


(5)           Dendrite will reimburse Employee for
up to $5,000 for costs associated with  the negotiation of this Agreement and his move
to Illinois incurred prior to July 31, 2007, subject to Dendrite’s relocation
policy and provided that Employee provides Dendrite appropriate documentation
and verification of such costs in accordance with its policies and further provided
that such costs are not eligible to be reimbursed by any future employer of
Employee.



 2
 






 



 


(7)           In addition to the benefits set forth
in paragraphs 3(b)(1) through 3(b)(5) above, if Dendrite is awarded at least
50% of the services for which Pfizer issued the RFP (including End User
Services, Server Hosting (excluding Disaster Recovery), SFA Application &
Maintenance, Data Services (excluding Data Warehouse) and Training, hereinafter
“RFP Services”)as determined by Dendrite in its sole discretion, which shall
not be exercised in an arbitrary or capricious manner, then:


(i) For the period
July 31, 2006 through January 31, 2007, Employee will make himself available at
reasonable times and as reasonably required to assist the Company in servicing
Pfizer and in the transition of his duties;


(ii) The bonus set forth
above in paragraph 3(b)(2), shall be paid to Employee in 2006 either as a lump
sum or pro-rata over the remaining 2006 payroll periods, as determined by the
Company in its sole discretion; and


(iii) Employee
will continue to vest in his stock options through January 31, 2007, subject to
the terms and conditions of his stock option agreements and the stock option
plan.


(8)           In addition to the benefits set forth
in paragraph 3(b) of this Agreement, if Dendrite retains at least 80% of the
RFP Services, as determined by Dendrite in its sole discretion, which shall not
be exercised in an arbitrary or capricious manner.  Employee shall receive an additional bonus of
$162,500 for calendar year 2006, which shall be paid to Employee on or prior to
March 15, 2007.  In addition to Employee receiving
his base salary set forth in paragraph 3(b)(1), the Company shall continue to
pay him his base salary in the same manner as set forth in paragraph 3(b)(1)
for the period through July 31, 2007.  Based
on Employee’s agreement to extend the period to make himself available for
transition as set forth in paragraph 3(b)(6)(i) until July 31, 2007, Employee will
continue to vest in his restricted stock and stock options through July 31,
2007; subject to the terms and conditions of his restricted stock and stock
option agreements and the respective restricted stock and stock option plans.


(9)           Dendrite shall have the right, in its
sole and absolute discretion, to accelerate any payments or vesting described
above in paragraph 3(b).  In addition,
Dendrite may, in its reasonable discretion, provide Employee with any of the
payments or benefits described above in paragraph 3(b) through any alternative
means resulting in Employee’s receipt of substantially equivalent payments
and/or benefits (e.g., lump-sum payment instead of
payment over time).


(10)         In the event of Employee’s death, his
estate shall receive the payments set forth in this Agreement on the same terms
and conditions as set forth therein.  In
the event that Employee dies before re-execution of the Agreement as set forth
in sections 3 and 12, Employee’s estate must re-execute this Agreement on
Employee’s behalf in order to receive the payments in this Agreement.



 3
 






 



 


4.    Full Release:  In consideration of the compensation and
benefits provided in section 3 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.  To the best of its knowledge, Dendrite represents that it is unaware of
any claims it may have against Employee, and Employee represents that, to the
best of his knowledge, he is unaware of any conduct on his part that would give
rise to any claims by Dendrite against him


All obligations,
covenants, representations and rights of the parties set forth in this
Agreement shall be binding on the heirs, successors and assigns of the parties
and shall inure to the benefit of the parties’ respective heirs,
administrators, successors and assigns.


Nothing contained
in this Agreement shall impair any of Employee’s rights under the Company’s
401(k) Plan which shall continue to be governed in accordance with the terms
& conditions of such Plan.


5.    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 for which the
Employer shall be entitled to cease making any payments or providing any
benefits under section 3, in addition to its other remedies in law, equity, and
under this Agreement.  For the sake of
clarity, it shall not be a breach of this paragraph in the event that a third
party obtains the terms of this Agreement by virtue of Dendrite disclosing the
terms of this Agreement in its public filings.


6.    Return of Property:  Upon termination of Employee’s employment or
at any time upon the request of Employer, Employee agrees to return 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
agrees he will not retain any copies, duplicates or excerpts of any of the
foregoing materials.  If Employee fails
to comply with his obligations under this section 6, Employer will have no
obligation to provide payments or benefits pursuant to section 3(a).



 4
 






 



 


7.    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.


8.    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, 12, 13, 14, 15, 16, 17, 18, 19, 21 and 22 of the
Employment Agreement.  In further
consideration of this Agreement, such Sections are hereby incorporated by
reference and Employee agrees to abide by such provisions.  For purposes of clarification, the two-year
post-employment restrictions set forth in section 11 of the Employment
Agreement shall commence two years from the Transition Date.


9.    Releasees’ 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.


10.  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.


11.  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.


12.  Re-Execution:  In order to be entitled to the payments and
benefits set forth in section 3 above, Employee must re-execute this Agreement
on or after the Transition Date. 
Employee will again have the opportunity to consider for 21 days whether
to re-execute this Agreement.  If this
Agreement is not re-executed or is subsequently revoked as provided herein,
Employer will not be obligated to make the payments and benefits set forth in paragraph
3.  This in no way affects Employee’s
prior release of claims under this Agreement. 
Within seven (7) days of re-executing this Agreement, Employee will have
the right to revoke such re-execution of



 5
 






 



 


this Agreement.  In the event Employee revokes his
re-execution of this Agreement, Employer will have no obligation to provide the
payments and benefits set forth in paragraph 3. 
By Employee’s re-execution of this Agreement, the release set forth in
paragraphs 4, 10 and 11 shall be deemed to cover any claims which he has, may
have had, or thereafter may have existing or occurring at any time on or before
the date which he re-executes this Agreement.


13.  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, 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 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 persons employment with
the Employer or otherwise.


14.  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 under paragraph 3, providing any benefits or other consideration to
Employee under paragraph 3 of this Agreement, recover any payments made to
Employee or on his behalf under paragraph 3 (except two weeks’ pay), and
recover the reasonable costs and attorneys’ fees incurred in seeking relief for
any such alleged breach.  The remedies
set forth in this paragraph 14 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 4, 10 and
11.  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.


15.  Cooperation/Non-Cooperation:  Employee agrees to cooperate with Employer
and its counsel in connection with any investigation, administrative proceeding
or litigation relating to any matter in which he was involved or of which he
has knowledge as a result of his employment with Employer.  Employer agrees to reimburse Employee for the
reasonable and necessary out-of-pocket expenses incurred by him in connection
with his obligations under this paragraph 15. 
Employee further agrees that he will not encourage or cooperate or
otherwise participate or confer with any current or former employee of the
Company or any of the Releasees, individually or collectively, or any potential
plaintiff, to commence any legal action or make any claim against the Company
or any of the Releasees with respect to such person’s employment with the
Company or its affiliates.



 6
 






 



 


16.  Offset.  Employee authorizes Employer to offset any
monies owed to Employer from any amount otherwise due under this Agreement.


17.  Change in Control.  In the event of a Change in Control (as
defined in the Amendment to the Employment Agreement), the successor company
shall be bound by the terms and conditions of this Agreement.


18.  Communications.                At Employee’s request, in
response to any inquiries, Employer agrees to communicate to Dendrite’s and
Pfizer’s employees that the reason for Employee’s separation from Dendrite is
so Employee can join his family in Illinois.


19.  Entire Agreement:  This Agreement sets forth the entire
agreement between the parties relating to the subject matter hereof and
supersedes the Employment Agreement, the Amendment to the Employment Agreement
dated May 26, 1999 and the Amendment to the Employment Agreement dated February
13, 2006, except as otherwise expressly set forth in this Agreement.  No amendment or modification of this
Agreement shall be valid or binding upon the parties unless in writing and
signed by both parties.


20.  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.


(e)          This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


(f)          All payments made to Employee under
this Agreement will be subject to applicable withholding taxes.



 7
 






 



 


	
  ACCEPTED AND AGREED TO BY:

  
	
   

  
	
   

  	
  DENDRITE
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Ripp

  	
   

  
	
   

  	
  Title:

  	
  President &
  COO

  	
   

  
	
   

  	
  Date:

  	
  6/6/06

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARK
  CIEPLIK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mark Cieplik

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  6/6/06

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Re-Executed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mark Cieplik

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  8/4/06

  	
   

  
					



 



 8