Dendrite in any proceedings with the Internal Revenue Service or otherwise
relating to the determination and assessment of any Excise Tax and shall not
take any position or action that would materially increase the amount of any
Gross-Up Payment hereunder. In addition, you shall give Dendrite any information
reasonably requested by Dendrite in connection with the proceedings and take
such actions as Dendrite shall reasonably request from time to time, including
without limitation, accepting legal representation with respect to such
proceeding by an attorney reasonably selected by Dendrite.
8
(G)
IN THE EVENT YOUR EMPLOYMENT IS TERMINATED HEREUNDER AS A RESULT
OF YOUR DISABILITY OR YOUR DEATH, DENDRITE'S ONLY OBLIGATION IS TO PAY YOU OR
YOUR ESTATE YOUR BASE SALARY THROUGH THE DATE OF YOUR TERMINATION, OFFER COBRA
COVERAGE IN ACCORDANCE WITH APPLICABLE LAW, AND PAY YOU OR YOUR ESTATE A
PRO-RATA BONUS PAYMENT.
(H)
IN THE EVENT YOU TERMINATE YOUR EMPLOYMENT WITH DENDRITE WITHOUT
"GOOD REASON" 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. YOU WILL NOT BE ENTITLED TO A PRO-RATA BONUS
PAYMENT IF YOU TERMINATE EMPLOYMENT WITHOUT GOOD REASON OR ARE TERMINATED FOR
CAUSE.
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/ Christine A. Pellizzari
SVP General Counsel &
Secretary
Accepted and agreed to:
/s/ John Bailye
John Bailye
Date:
5/16/06
9
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 AS ITS CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
BOARD, YOU HAVE ACQUIRED AND WILL CONTINUE TO 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