EXISTED IMMEDIATELY
PRIOR TO THE EFFECTIVE DATE OF TERMINATION (OR, IF MORE FAVORABLE TO YOU, AS
SUCH BENEFITS AND TERMS AND CONDITIONS EXISTED IMMEDIATELY PRIOR TO THE CHANGE
IN CONTROL); PROVIDED, THAT, IF YOU ARE NOT ELIGIBLE TO CONTINUE TO PARTICIPATE
IN DENDRITE PLANS PROVIDING SUCH BENEFITS, DENDRITE SHALL OTHERWISE PROVIDE (OR
AT ITS DISCRETION PAY THE COST OF) SUCH BENEFITS ON THE SAME AFTER-TAX COST TO
YOU AND BENEFIT BASIS AS IF CONTINUED PARTICIPATION HAD BEEN PERMITTED. TO THE
EXTENT AVAILABLE, SUCH CONTINUED BENEFITS MAY BE PROVIDED THROUGH CONTINUED
COBRA COVERAGE AT DENDRITE'S FULL EXPENSE.
FOR THE SAKE OF CLARITY, AND NOT
INTENDED TO BE CUMULATIVE TO THE RIGHTS SET FORTH IN 3(D), DENDRITE SHALL
CONTINUE TO MAINTAIN IN FULL FORCE AND EFFECT FOR A PERIOD OF SIX (6) YEARS
FOLLOWING THE DATE OF TERMINATION, FOR YOUR BENEFIT, ONE OR MORE POLICIES OF
INSURANCE COVERING DIRECTORS AND OFFICERS LIABILITY, SUBSTANTIALLY IN ACCORDANCE
WITH DENDRITE'S EXISTING COVERAGE AS SET FORTH ON EXHIBIT B ATTACHED HERETO (THE
"EXISTING D & O COVERAGE).
DENDRITE MAY SATISFY ITS OBLIGATIONS UNDER THIS
SECTION BY PURCHASING A "TAIL" POLICY UNDER THE COMPANY'S THEN EXISTING
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY; PROVIDED IT HAS AN
EFFECTIVE TERM OF AT LEAST SIX YEARS FOLLOWING YOUR TERMINATION DATE AND
CONTAINS TERMS AND CONDITIONS WHICH ARE SUBSTANTIALLY SIMILAR TO DENDRITE'S
EXISTING D & O COVERAGE. FOR THE SAKE OF CLARITY, IF YOUR EMPLOYMENT IS
TERMINATED AS DESCRIBED IN THIS SECTION 4(C), IN ADDITION, TO THE CHANGE IN
CONTROL SEVERANCE PAYMENT, YOU WILL RECEIVE A PRO-RATA BONUS PAYMENT FOR THE
YEAR IN WHICH YOU WERE TERMINATED. 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 IN CONTROL ALL STOCK OPTIONS THEN GRANTED TO YOU
BY DENDRITE WILL IMMEDIATELY VEST AND ALL SALES RESTRICTIONS WILL BE LIFTED.
For purposes of Sections 3(e), 3(f), 4(b) and 4(c), "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 no event shall target
bonus be less than the annual bonus most recently paid to Employee.
(D)
THE MAKING OF ANY SEVERANCE PAYMENTS, CHANGE IN CONTROL SEVERANCE
PAYMENT, AND PRO-RATA BONUS PAYMENT, AND THE PROVISION OF BENEFITS
5
UNDER SECTIONS 4(B) OR 4(C) HEREUNDER IS CONDITIONED UPON THE SIGNING OF 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. 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