Exhibit 10.4




1405 US Highway 206, Bedminster, NJ 07921 USA


June 28, 2006


Carl Cohen

[Address]


 


Dear Carl:


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


SPECIFIC TERMS & CONDITIONS OF EMPLOYMENT


1.             DUTIES/TERM.  You will be employed as President,
Marketing Solutions initially reporting
to Joseph Ripp, President and COO or his designee.  You shall
(i) perform those duties as may from time to time be assigned to you by
Dendrite or its affiliates; (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 $285,000.00 per annum to be paid on a semi-monthly
basis in accordance with Dendrite’s regular payroll practices.


       (b)           Bonus.  You will be eligible to receive an annual discretionary
bonus (the “Bonus”) with an initial target of $285,000.00.  Bonus eligibility shall be determined and
paid in accordance with Dendrite’s applicable incentive compensation policy in
effect from time-to-time.  The payment of
any Bonus is subject to:  (a) Dendrite’s
achievement of the financial goals set forth and approved by the Board, (b)
such other objectives as may be determined by Dendrite from time to time, and
(c) you remaining in the employ of Dendrite as of the time of payment of any
such Bonus or portion


 

















 


thereof, and (d) the terms and conditions of the
applicable incentive compensation plan in effect from time to time.  Subject to (c) and (d) in the immediately
preceding sentence, Dendrite will pay you a bonus of at least $142,500.00 in
2006 and $142,500.00 in 2007.  Your
target for a discretionary bonus will be reviewed and determined on an annual
basis by Dendrite.


(c)           Stock Options.  Pursuant to a Dendrite stock plan (the “Stock
Plan”), upon the execution of this Agreement, Dendrite shall give you an option
to purchase 100,000 shares of the common stock of Dendrite.  The price for such options shall be
determined by the Compensation Committee of the Board.  Your entitlement to such options shall be subject
to (i) a four-year vesting schedule pursuant to which twenty-five
percent (25%) of such options shall first become exercisable on the first
anniversary of the date of grant and the remaining seventy-five percent (75%)
shall become exercisable pro rata over the following three (3) year period, on
a monthly basis, commencing on the first anniversary of the date of grant and
ending on the fourth anniversary of the date of grant; provided  that,
in no event shall any such option be exercisable for less than a whole share or
on or following the expiration or termination of such option pursuant to the
terms and conditions of the Stock Plan or the option agreement described herein, (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.


       (d)           Sign-on
Bonus.  You will also receive a sign-on bonus of $50,000.00.  In the event that prior to the first
anniversary of your employment (i) you voluntarily terminate your employment
with Dendrite for any reason whatsoever, 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 as a sign-on bonus.  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.


3.             BENEFITS.


       Dendrite
shall provide you:


       (a)           Vacation.  Four 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)           Other.  Other benefits to the same extent as may be
provided to other employees generally in accordance with Dendrite policy in
effect from time to time and subject to the terms and conditions of such
benefit plans.



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4.             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 in an aggregate
amount equal to the sum of one year base salary (calculated at the rate of base
salary then being paid to you as of the date of termination) and your annual
target bonus 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 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. In the
event of a termination of your employment described in this Section 4(b), you
shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq.
of ERISA under Dendrite’s group health plan. 
During the period which you receive the Severance Payment, your cost of
COBRA coverage shall be the same as the amount paid by employees of Dendrite for
the same coverage under Dendrite’s group health plan.  Notwithstanding the foregoing, in the event
you become re-employed with another employer and become eligible to receive
health coverage from such employer, the payment of COBRA coverage by Dendrite
as described herein shall cease.


(c)    
The following severance payment only applies in the event of a Change in
Control. If your employment hereunder is terminated within the one (1) year
period following a Change in Control (as defined in Exhibit A) by Dendrite for
any reason other than death, Cause (as defined in Exhibit A) or Disability (as
defined in Exhibit A), or 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



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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 Payment under Section 4(b) or 4(c) hereunder is conditioned
upon the signing of and abiding by the terms of a separation agreement prepared
by Dendrite which includes a 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.  In the event you breach any provisions of
Sections 1 through 6 of the General Terms and Conditions of Employment of this
Agreement, in addition to any other remedies at law or in equity, Dendrite may
cease making any Severance Payment or any payments for COBRA coverage otherwise
due under Section 4(b) or 4(c).  Nothing
herein shall affect any of your obligations or Dendrite’s rights under this
Agreement.


(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.


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/ Joseph Ripp

  	
   

  
	
   

  	
   

  	
  Joseph Ripp

  	
   

  
	
   

  	
   

  	
  President and
  Chief Operating Officer

  
	
  Accepted and
  agreed to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Carl Cohen

  	
   

  	
   

  	
   

  
	
  Carl Cohen

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6/28/06

  	
   

  	
   

  	
   

  	
   

  
						



 



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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.  This
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 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.


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.


	
  

  	
  Initial here

  	
   

  



 



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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:


(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;



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(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.


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.



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7.                   OUTSIDE CONTRACTING.  You shall not enter into any agreements
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.


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
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



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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:


	
  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



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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 effected 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.


(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 with respect to your duties
under this Agreement, (ii) the engaging by you in an indictable offense 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 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
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 in or materially reduce your benefits under such Welfare Plans
(other than an across-the-board reduction of such benefits affecting senior
executives of 



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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;



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(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
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, (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.



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AMENDMENT


 


THIS
AMENDMENT is made as of June 28, 2006 and amends the
Employment Agreement effective June 28, 2006 (the “Employment Agreement”)
between DENDRITE INTERNATIONAL, INC.
(“Dendrite”) and CARL COHEN
(“Employee”). Unless defined in this Amendment, capitalized terms used in this
Amendment will have the meaning set forth in the Employment Agreement.


 


WHEREAS, the Company and the
Employee are parties to the Employment Agreement and wish to amend the
Employment Agreement; and


 


WHEREAS, the Company
considers it essential to the best interests of its shareholders to foster the
continuous employment of key management; and


 


WHEREAS, the Compensation
Committee of the Board of Directors recognizes that, as is the case with many
publicly held corporations, the possibility of a Change of Control always
exists and that such possibility, and the uncertainty it may raise among
management, may result in the departure or distraction of key management
personnel, to the detriment of the Company and its shareholders; and


 


WHEREAS, the Compensation
Committee of the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of key members
of the Company’s management, including the Employee, to their assigned duties
without distraction in the face of potentially disturbing circumstances arising
from the possibility of any such Change of Control;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained in this Amendment,
the Company and the Employee agree as follows:


 


1.            
Section 4(c) of the Employment Agreement is restated in its entirety
to provide as follows:


 


“(c)        
Notwithstanding Sections 4(a) and (b) above, the following severance
payment only applies in the event of a Change in Control. If Employee’s
employment is terminated within one (1) year following a Change in Control
(i) by Dendrite for any reason other than death, Cause, or Disability or
(ii) by Employee for Good Reason, the Employee shall be entitled to
receive a lump sum severance payment equal to the sum of twenty-four (24)
months base salary (calculated at the highest base salary rate in effect during
the 12 month period preceding the termination of employment) plus two
(2) times the Employee’s target bonus. The severance payment to be paid to
Employee under this Section 4(c) is referred to as the “Change in
Control Severance Payment”. Employee’s Change In Control Severance Payment
shall be paid by Dendrite in cash not later than twenty (20) days after the
effective date of the termination of the Employee’s employment, subject to the
receipt by Dendrite of the separation agreement and general release as
described in this Employment Agreement and the expiration of the required seven
day waiting period. No interest shall accrue or be payable on or with respect
to any Change in Control Severance Payment, except only as otherwise expressly
set forth in this


 



















 


Amendment. In the event of a termination of Employee’s
employment described in this Section 4(c), Employee shall be provided
continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA (or COBRA-like coverage, if COBRA does not
or would no longer apply) under Dendrite’s group medical and dental plans for
the twenty-four (24) month period commencing on the date of termination of
employment. During the period in which Employee receives such coverage,
Employee’s cost of coverage shall be the same as the amount paid by employees
of Dendrite for the same coverage under Dendrite’s group health and dental
plans. Notwithstanding the foregoing, in the event Employee becomes re-employed
with another employer, the payment of COBRA coverage by Dendrite as described
above shall cease (even if the Employee is entitled under COBRA to continue to
participate in Dendrite’s group medical and dental plans).


 


If your employment is
terminated by Dendrite as described in this Section 4(c), in addition to
the above Change in Control Severance Payment, you will be entitled also to
receive your target bonus for the year in which your employment is so
terminated, assuming such bonus has not previously been paid, which will be
pro-rated to reflect the percentage of days of the year during which you
performed services for Dendrite and which shall also be considered to be a
Change in Control Severance Payment.


 


In the event of a Change
in Control, all stock options and restricted stock or other outstanding equity
awards granted to you by Dendrite will immediately vest and all contractual
sale conditions will be lifted.


 


In the event Employee is
entitled to the Change in Control Severance Payment as set forth in this
Section 4(c), Employee shall not be entitled to any other severance
payments from Dendrite, under this Employment Agreement or otherwise (including
under Section 4(b)).”


 


In addition, due to the
lump sum payment to be made hereunder, Section 4(d) of the Employment
Agreement is amended by deleting the reference to Section 4(c) from
the second sentence of such section.


 


In addition,
Section 4 of the Employment Agreement is amended by inserting the
following after Section 4(e):


 


“(f)         
Notwithstanding anything else herein to the contrary, in the event that the
Company’s certified public accountants (or another certified public accounting
firm, if the Company’s certified public accountants may not provide such
service due to independence or other considerations) (the “Accountants”) determine
that any actual or potential payment or distribution by the Company to or for
the benefit of the Employee (whether paid, payable, distributed or
distributable to the Employee, whether under this Agreement or otherwise) (a
“Payment”) would likely subject the Employee to the imposition of an excise tax
under Section 4999 of the Code (or any similar successor provision)
(“Section 4999”), then the Compensation Committee of the Company’s Board
of Directors, in its sole discretion, may determine and agree to, but need
not,



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(1)          
reduce (but not below zero) the Change in Control Severance Payment to the
Reduced Amount. For this purpose, the “Reduced Amount” shall be an amount which
is designed and calculated to maximize the Change in Control Severance Payment
without causing any Payment to be subject to the excise tax under
Section 4999;  or


 


(2)          
pay to the Employee an amount (the “Tax Gross-Up Payment”), to be calculated by
the Accountants, designed and calculated to fully negate the tax impact of any
excise tax imposed (or to be imposed) upon the Employee as a result of
Section 4999. Any such Tax Gross-Up Payment will take into account the
federal, state and local income, employment and excise tax consequences of the
Tax Gross-Up Payment, including the additional impact of Section 4999 on
the Tax Gross-Up Payment itself.”


 


2.            
Notwithstanding anything in this Amendment or in the Employment Agreement to
the contrary, any severance payment under the Employment Agreement may be
delayed, for no more than six (6) months following termination of
employment, pursuant to Section 409A of the Internal Revenue Code (the
“Code”), and, to the extent any delay in severance payment is attributable to
Code Section 409A, interest on such severance payment shall accrue from
the date otherwise scheduled for such payment under the terms of this
Employment Agreement until the date of actual payment at an annual rate of six
percent (6%).


 


3.            
For purposes of Sections 4(b) and 4(c) of this Employment Agreement,
“target bonus” means the annual target bonus established for the Employee for
the fiscal year in which the Employee’s employment terminates, or if the annual
target bonus has not been established for the Employee for such fiscal year,
then the annual target bonus for the prior fiscal year shall be used; provided that, in connection with a Change
in Control Severance Payment, in no event shall target bonus be less than the
annual target bonus most recently established for the Employee prior to the
occurrence of the Change in Control.


 


4.            
Except as expressly modified by this Amendment, all of the terms and conditions
of the Employment Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties have signed this Amendment as of
the first date written above.


 


	
  

  	
   

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph Ripp

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joseph Ripp

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Carl Cohen

  	
   

  
	
   

  	
   

  	
  Carl Cohen

  	
   

  
								



 



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