POLICIES. IN THE EVENT YOU BREACH SECTIONS 2, 3, 5 AND 6 OF THE GENERAL
TERMS AND CONDITIONS OF EMPLOYMENT, IN ADDITION TO ANY OTHER REMEDIES AT LAW OR
IN EQUITY, DENDRITE MAY CEASE MAKING ANY SEVERANCE PAYMENT, CHANGE IN CONTROL
SEVERANCE PAYMENT OR PRO-RATA BONUS PAYMENT OTHERWISE DUE UNDER SECTIONS 4(B) OR
4(C). NOTHING HEREIN SHALL AFFECT ANY OF YOUR OBLIGATIONS OR DENDRITE'S RIGHTS
UNDER THIS AGREEMENT.
(E)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF YOU
ARE DEEMED TO BE A "SPECIFIED EMPLOYEE" FOR PURPOSES OF INTERNAL REVENUE CODE
SECTION 409A ("SECTION 409A"), NO SEVERANCE OR OTHER PAYMENTS PURSUANT TO THIS
SECTION 4 SHALL BE MADE TO YOU BY DENDRITE UNTIL THE AMOUNT OF TIME HAS PASSED
THAT IS NECESSARY TO AVOID INCURRING EXCISE TAXES UNDER SECTION 409A. SHOULD
THIS SECTION 4(E) RESULT IN A DELAY OF PAYMENTS, ON THE FIRST DAY ANY SUCH
PAYMENTS MAY BE MADE WITHOUT INCURRING A PENALTY PURSUANT TO SECTION 409A (THE
"409A PAYMENT DATE"), DENDRITE SHALL BEGIN TO MAKE SUCH PAYMENTS AS DESCRIBED IN
THIS SECTION 4, PROVIDED THAT ANY AMOUNTS THAT WOULD HAVE BEEN PAYABLE EARLIER
BUT FOR THE APPLICATION OF THIS SECTION 4(C), SHALL BE PAID IN LUMP-SUM ON THE
409A PAYMENT DATE. THIS AGREEMENT IS INTENDED TO COMPLY AND SHALL BE
ADMINISTERED IN A MANNER THAT IS INTENDED TO COMPLY WITH SECTION 409A AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH SUCH INTENT. ANY PROVISION OF
THIS AGREEMENT THAT WOULD CAUSE A PAYMENT AND/OR BENEFIT TO FAIL TO SATISFY
SECTION 409A MAY BE AMENDED BY THE PARTIES TO COMPLY WITH SECTION 409A AND GIVEN
RETROACTIVE EFFECT.
(F)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY
OTHER AGREEMENT BETWEEN YOU AND DENDRITE, IF YOU BECOME ENTITLED TO ONE OR MORE
PAYMENTS (WITH A "PAYMENT" INCLUDING, WITHOUT LIMITATION, THE VESTING OF AN
OPTION OR OTHER NON-CASH BENEFIT OR PROPERTY) PURSUANT TO ANY PLAN, AGREEMENT OR
ARRANGEMENT OF DENDRITE (TOGETHER, "'TOTAL PAYMENTS") WHICH ARE OR BECOME
SUBJECT TO THE TAX IMPOSED BY SECTION 4999 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")(OR ANY SIMILAR TAX THAT MAY BE IMPOSED) (THE "EXCISE
TAX") AND (B) SUCH EXCISE TAXES WHICH BECOME PAYABLE BY YOU EQUAL OR EXCEED 20%
OF THE TOTAL PAYMENTS, DENDRITE WILL PAY YOU AN ADDITIONAL AMOUNT ("GROSS-UP
PAYMENT") IN AN AMOUNT SUCH THAT THE AFTER TAX PAYMENT OF ALL TAXES (INCLUDING
WITHOUT LIMITATION ALL INCOME AND EMPLOYMENT TAX AND EXCISE TAX AND TREATING AS
A TAX THE DISALLOWANCE OF ANY DEDUCTION BY VIRTUE OF THE INCLUSION OF THE
GROSS-UP PAYMENT IN YOUR ADJUSTED GROSS INCOME), AND INTEREST AND PENALTIES WITH
RESPECT TO SUCH TAXES, IMPOSED UPON THE GROSS-UP PAYMENT, YOU RETAIN AN AMOUNT
OF THE GROSS-UP PAYMENT EQUAL TO THE EXCISE TAXES. THE DETERMINATION OF WHETHER
ANY SUCH GROSS-UP PAYMENT IS DUE YOU AND THE AMOUNT OF SUCH PAYMENT, IF ANY,
SHALL BE MADE AT DENDRITE'S EXPENSE BY A NATIONALLY RECOGNIZED ACCOUNTING FIRM
MUTUALLY ACCEPTABLE TO YOU AND DENDRITE AND SUCH DETERMINATION OF SUCH FIRM