Common use of Termination Severance Clause in Contracts

Termination Severance. (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case: (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof; (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

Termination Severance. (a) Upon termination of the Executive’s employment, regardless of which party initiates the same and regardless of reason, the Executive shall be entitled to any owed wages, subject to the payment terms set forth in Sections 3(b) and 3(c), plus reimbursement of any unpaid expenses outstanding as of the Termination Date. (b) If the Executive terminates his employment during the Initial Term without Good Reason, his employment is terminated for Cause, or either party issues a Notice of Termination after the Initial Term, the Executive shall only be paid his earned wages and any reimbursable expenses. Executive agrees that any unvested Incentive Equity in the Company held directly by the Executive shall be automatically forfeited. However, this forfeiture shall not apply if the Executive terminates his employment due to Disability or death. (ic) EmployeeIf the Executive’s employment is terminated due to Disability or death, six (6) additional months of unvested Incentive Equity in the Company held directly by the Executive shall be automatically vested and the remainder of such Incentive Equity shall be automatically forfeited. If Executive’s employment is terminated due to Disability or death at any time during the Term, Executive or his estate shall only be entitled to Executive’s earned wages and any reimbursable expenses. (d) If during the Initial Term the Company terminates the Executive’s employment without Cause (as defined above) or if the Executive terminates his employment with Good Reason (iias defined above), and he executes and does not revoke the release of claims attached as Exhibit A so that the release becomes effective in accordance with its terms no later than the sixtieth (60th) if a Change in Control day following the date of the Company occurs and EmployeeExecutive’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence termination of any event or circumstance constituting Causeemployment, then, in either case:addition to the payments described in Section 4(a) above, the Executive will receive the following payments and benefits (less all applicable withholdings): i. the Executive’s then current Base Salary paid on the Company’s regularly scheduled payroll dates and subject to all applicable withholdings and deductions for six (A6) Employee will be entitled months beginning 60 days after the Termination Date; and the Executive’s prorated Annual Bonus; ii. if the Executive is eligible for and timely elects continuation coverage under the Company’s group health plan pursuant to receive from the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), then the Company an amount in severance equal will reimburse Executive for COBRA premiums the Executive pays towards the cost of such continuation coverage for the Executive and the Executive’s eligible dependents (less all applicable tax withholdings) for up to one year six (6) months of Employee’s then-current base salary (COBRA premiums, or if less, up to the “Severance Amount”). The Severance Amount will number of months the Executive and his dependents, as applicable, are eligible for such continuation coverage, with such reimbursements to be paid in a lump sum promptly after Employee has executed and delivered to Executive within thirty (30) days of Executive submitting to the Company a mutual release, in form such expense for reimbursement under and substance satisfactory subject to the Company’s normal expense reimbursement procedures, and provided that Executive submits his reimbursement to the Company within thirty (30) days of payment of such COBRA premium. The Executive understands that obtaining medical insurance coverage through these means will be solely his responsibility, and nothing express or implied in this Agreement creates any obligation on the part of the Executive to enroll in medical coverage as a condition to receiving such payment; and Any and all claims arising rights that the Executive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect. For the avoidance of doubt and as noted in Section 2 above, in the event of a termination without Cause or for Good Reason, the Company shall not be required to compensate or provide benefits to the Executive for the remaining portion of the Initial Term. (e) The Executive shall, upon reasonable notice, furnish the Company with such information as may be in the Executive’s possession or control, and cooperate with the Company, as the Company may reasonably request (with due consideration to the Executive’s business activities and obligations after the Term) and at the Company’s expense, in connection with Employee’s employment with any litigation, claim, or other dispute in which the Company and termination thereof; (B) Employee will be entitled to receive, for or any of its affiliates is or may become a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinparty.

Termination Severance. (a) Upon termination of the Executive’s employment, regardless of which party initiates the same and regardless of reason, the Executive shall be entitled to any owed wages, subject to the payment terms set forth in Sections 3(b) and 3(c), plus reimbursement of any unpaid expenses outstanding as of the Termination Date. (b) If the Executive terminates his employment during the Initial Term without Good Reason, his employment is terminated for Cause, or either party issues a Notice of Termination after the Initial Term, the Executive shall only be paid his earned wages and any reimbursable expenses. Executive agrees that any unvested Incentive Equity in the Company held directly by the Executive shall be automatically forfeited. However, this forfeiture shall not apply if the Executive terminates his employment due to Disability or death. (ic) EmployeeIf the Executive’s employment is terminated due to Disability or death, six (6) additional months of unvested Incentive Equity in the Company held directly by the Executive shall be automatically vested and the remainder of such Incentive Equity shall be automatically forfeited. If Executive’s employment is terminated due to Disability or death at any time during the Term, Executive or his estate shall only be entitled to Executive’s earned wages and any reimbursable expenses. (d) If during the Initial Term the Company terminates the Executive’s employment without Cause (as defined above) or if the Executive terminates his employment with Good Reason (iias defined above), and he executes and does not revoke the release of claims attached as Exhibit A so that the release becomes effective in accordance with its terms no later than the sixtieth (60th) if a Change in Control day following the date of the Company occurs and EmployeeExecutive’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence termination of any event or circumstance constituting Causeemployment, then, in either case:addition to the payments described in Section 5(a) above, the Executive will receive the following payments and benefits (less all applicable withholdings): i. the Executive’s then current Base Salary will continue to be paid for a period of six (A6) Employee will be entitled months beginning 60 days after the Termination Date on the Company’s regularly scheduled payroll dates and subject to receive from all applicable withholdings and deductions; ii. a prorated amount of the Company an amount target Annual Bonus (with such pro-rata portion calculated by reference to the number of calendar months in severance equal to one the applicable year of Employee’s then-current base salary (that preceded the “Severance Amount”). The Severance Amount Termination Date divided by twelve) and which will be paid in a single lump sum promptly on the Company’s first regularly scheduled payroll date that is at least 60 days after Employee has executed the Termination Date and delivered subject to all applicable withholdings and deductions; iii. if the Executive is eligible for and timely elects continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), then the Company will reimburse Executive for COBRA premiums the Executive pays towards the cost of such continuation coverage for the Executive and the Executive’s eligible dependents (less all applicable tax withholdings) for up to six (6) months of COBRA premiums, or if less, up to the number of months the Executive and his dependents, as applicable, are eligible for such continuation coverage, with such reimbursements to be paid to Executive within thirty (30) days of Executive submitting to the Company a mutual release, in form such expense for reimbursement under and substance satisfactory subject to the Company’s normal expense reimbursement procedures, and provided that Executive submits his reimbursement to the Company within thirty (30) days of payment of such COBRA premium. The Executive understands that obtaining medical insurance coverage through these means will be solely his responsibility, and nothing express or implied in this Agreement creates any obligation on the part of the Executive to enroll in medical coverage as a condition to receiving such payment; and Any and all claims arising rights that the Executive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect. For the avoidance of doubt and as noted in Section 2 above, in the event of a termination without Cause or for Good Reason, the Company shall not be required to compensate or provide benefits to the Executive for the remaining portion of the Initial Term. (e) The Executive shall, upon reasonable notice, furnish the Company with such information as may be in the Executive’s possession or control, and cooperate with the Company, as the Company may reasonably request (with due consideration to the Executive’s business activities and obligations after the Term) and at the Company’s expense, in connection with Employee’s employment with any litigation, claim, or other dispute in which the Company and termination thereof; (B) Employee will be entitled to receive, for or any of its affiliates is or may become a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinparty.

Termination Severance. (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control Control, and in the absence of any event or circumstance constituting Cause, then, in either case: (A) Employee will be entitled to receive from the Company an amount in severance equal to one year 9 months of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof; (B) Provided that Employee has elected not to be covered by the Company’s group health insurance plan, Employee will be entitled paid $800 for each month during the 9-month severance period that Employee has not previously received payment to receive, compensate him for a period of 12 full calendar months from the date of his termination (the “Termination Date”), supplemental medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; andcoverage. (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

Termination 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) or 4(c), and your base salary through the date of your termination. (b) If your employment hereunder is terminated (i) Employee’s employment is terminated by the Company without Dendrite for any reason other than death, Cause (as defined in Exhibit A), or Disability (as defined in Exhibit A), or (ii) voluntarily by you with Good Reason (as defined in Exhibit A), you shall be entitled to receive severance payments of your monthly base salary for 12 months following your employment termination (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. 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.” Your severance shall commence on the next regularly scheduled monthly payday following the effective date of the termination of your employment. No interest shall accrue or be payable on or with respect to any Severance Payment. Your benefits coverage will continue under Dendrite’s group medical and dental plans for the Severance Period. At the conclusion of the Severance Period, you shall be provided the opportunity to continue your benefits coverage pursuant to “COBRA,” Sections 601 et seq. of ERISA. During the Severance Period, Dendrite shall continue to provide you (and your dependents if applicable) with the same level of medical and dental benefits upon substantially the same terms and conditions (including cost of coverage, if any, to you) as existed immediately prior to the effective date of termination; 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. You agree to notify Dendrite of any full time employment that you begin during the Severance Period. If your employment is terminated as described in this Section 4(b), in addition to the Severance Payment, your bonus for the year in which employment is so terminated will be pro-rated to reflect the percentage of days of the year during which you performed services for Dendrite (“Pro-rata Bonus Payment”). (c) The following severance payment only applies in the event of a Change in Control (as defined in Exhibit A). If, within the three (3) year period following a Change in Control, your employment hereunder is terminated (i) by Dendrite for any reason other than Cause or Disability, or as a result of your death, or (ii) by you for Good Reason, then you shall be entitled to receive severance payments in an aggregate amount equal to three (3) times the sum of (A) the annual rate of your base salary in effect as of the Company occurs date of termination and Employee’s (B) your annual target bonus. The severance payments to be paid to you under this Section 4(c) shall be referred to as the “Change in Control Severance Payment”. Your Change in Control Severance Payment shall be paid by Dendrite in a lump sum in cash within thirty (30) days following the date of termination. In the event of a termination of employment described in this Section 4(c), Dendrite shall continue to provide, for a period of three (3) years following the date of termination, you (and your dependents if applicable) with the Company same level of medical and dental benefits upon substantially the same terms and conditions (including cost of coverage,. if any, to you) as 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 successor Terminates 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 Connection With 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 absence 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 event Severance Payments, Change in Control Severance Payment, and Pro-rata Bonus Payment, and the provision of benefits under Sections 4(b) or circumstance constituting Cause, then, in either case: (A4(c) Employee will be entitled to receive from hereunder is conditioned upon the Company an amount in severance equal to one year signing of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, general release in form and substance satisfactory to the CompanyDendrite under which you release Dendrite and its affiliates together with their respective officers, of directors, shareholders, employees, agents and successors and assigns from any and all claims arising 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 policies. In the event you breach Sections 2, 3, 5 and 6 of the General Terms and Conditions of Employment, in connection with Employeeaddition 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 employment with the Company and termination thereof;rights under this Agreement. (Be) Employee will Notwithstanding anything in this Agreement to the contrary, if you are deemed to be entitled a “specified employee” for purposes of Internal Revenue Code Section 409A (“Section 409A”), no severance or other payments pursuant to receivethis 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, for on the first day any such payments may be made without incurring a period of 12 full calendar months from the date of his termination penalty pursuant to Section 409A (the “Termination 409A Payment Date”), medical 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 dental benefits coverage for Employee 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 his dependents through benefit to fail to satisfy Section 409A may be amended by the Company’s available plans at 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 time 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 Company Total Payments, Dendrite will be responsible to continue pay you an additional amount (“Gross-Up Payment”) in an amount such that the after tax payment of all applicable deductions for premium coststaxes (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. After The determination of whether any such Gross-Up Payment is due you and the Companyamount of such payment, if any, shall be made at Dendrite’s obligation expense by a nationally recognized accounting firm mutually acceptable to pay you and Dendrite and such determination of such firm shall be binding on both you and Dendrite. For purposes of determining whether any of the premiums for health and dental coverage Employee and/or his dependents Total Payments will be eligible subject to continue plan participation under COBRAthe Excise Tax and the amount of such Excise Tax: (i) The Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants, counsel or auditors of nationally recognized standing (“Independent Advisors”) selected by Dendrite and reasonably acceptable to you, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax; (ii) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the total amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above); and (iii) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-up Payment, you shall be deemed (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-up Payment is to be made; (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your adjusted gross income): and (C) Notwithstanding anything to have otherwise allowable deductions for federal, state, and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-up Payment in your adjusted gross income. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, you shall repay to Dendrite at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the contrary in the option plan pursuant to which Employee’s options were grantedtaxing authorities, all options granted to Employee not prior to the Termination Date (time the “Options”amount of such reduction is refunded to you or otherwise realized as a benefit by you) shall automatically vest and become fully exercisable as the portion of the Termination Date notwithstanding Gross-up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any vesting payment the existence or performance conditions applicable theretoamount of which cannot be determined at the time of the Gross-up Payment), Dendrite shall make an additional Gross-up Payment in respect of such excess (plus any interest and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply penalties payable with respect to such Optionsexcess) at the time that the amount of such excess is finally determined. The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Total Payments (or any portion thereof) are subject to the Excise Tax; provided thatprovided, in either casehowever, (A) in no event will Options that if the amount of such Gross-up Payment or portion thereof cannot be exercisable beyond finally determined on or before such day, Dendrite shall pay you on such day an estimate, as determined by the duration Independent Advisors, of the original term minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as the amount thereof and can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by Dendrite to you, payable on the fifth day after demand by Dendrite (Btogether with interest at the rate provided in Section 1274(b)(2)(B) if of the Options qualify Code). If more than one Gross-up Payment is made, the amount of each Gross-up Payment shall be computed so as an incentive stock option under not to duplicate any prior Gross-up Payment. You shall notify Dendrite in writing of any claim by the Internal Revenue Code Service that, if successful, would require the payment by Dendrite of the Gross-up Payment. Such notification shall be given as soon as reasonably practicable, but no later than 10 business days after you are actually informed in writing of such claim, and applicable regulations thereundershall apprise Dendrite of such claim and the date on which such claim is requested to be paid. Dendrite shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, Dendrite may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that Dendrite’s control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and you shall be entitled to settle or contest any other issue raised by the exercise period thereof Internal Revenue Service or any other taxing authority. You shall cooperate with Dendrite in any proceedings with the Internal Revenue Service or otherwise relating to the determination and assessment of any Excise Tax and shall not be extended 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 such a manner as to cause connection with the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment proceedings and extend the exercise period thereof as provided herein.

Termination Severance. (a) Upon Employee's termination of employment by Dendrite for any reason other than termination by Dendrite for Cause (as defined below), Disability (as defined below) or upon Employee's death, Employee shall solely be entitled to (subject to repayment of any indebtedness or advances) applicable payments and benefits in Sections 4(b) and 4(c), his base salary through the date of his termination, and payment for any unused but accrued vacation through the date of termination. (b) If Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability or Change in Control as contemplated by Section 4(c) below, then Employee shall be entitled to receive severance payments in an aggregate amount equal to the annual rate of Employee's base salary in effect as of the date of termination plus $290,000 in respect of the Bonus that Employee may have otherwise been entitled to. The severance payments to be paid to Employee under this Section 4(b) shall be referred to herein as the "Severance Payment". Employee's Severance Payment shall be paid by Dendrite in cash in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee's employment. No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee's employment described in this Section 4(b), Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental plans. During the period which Employee receives the Severance Payment, Employee's 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 and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (c) If Employee's employment hereunder is terminated following a Change in Control (i) Employee’s employment is terminated by the Company without Cause Dendrite for any reason other than death, Cause, or Disability or (ii) if a Change in Control of by Employee for Good Reason (as defined below), the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case: (A) Employee will shall be entitled to receive from the Company following severance payments: an aggregate amount in severance equal to one year the sum of Employee’s thentwenty-current four (24) months base salary (calculated at the “Severance Amount”)rate of base salary then being paid to Employee as of the date of termination) plus $580,000 in respect of the Bonus that Employee may have otherwise been entitled to had he been in the employ of Dendrite for two years multiplied by the fraction, the numerator of which is 730 less the number of days during which Employee was employed by Dendrite, and the denominator of which is 730; provided, however, that the minimum aggregate amount of severance payments shall not be less then twelve (12) months base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination) plus $290,000 in respect of the Bonus that Employee may have otherwise been entitled to had he been in the employ of Dendrite for one year. The Severance Amount will severance payments to be paid to Employee under this Section 4(c) shall be referred to herein as the "Change in Control Severance Payment". Employee's Change In Control Severance Payment shall be paid by Dendrite in cash in twenty four (24) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee's employment. No interest shall accrue or be payable on or with respect to any Change In Control Severance Payment. In the event of a lump sum promptly after termination of Employee's employment described in this Section 4(c), Employee has executed shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and delivered dental plans. During the period which Employee receives the Severance Payment, Employee's 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 and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the Company payment of COBRA coverage by Dendrite as described herein shall cease. (d) The making of any severance payments under Sections 4(b) or 4(c) hereunder is conditioned upon the signing of a mutual release, general release in form and substance satisfactory to the CompanyDendrite under which Employee releases Dendrite and its affiliates together with their respective officers, of directors, shareholders, employees, agents and successors and assigns from any and all claims arising he may have against them. In the event Employee breaches Sections 7, 8, 9, 11 or 12 of this Agreement, in connection with 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 Sections 4(b) and 4(c). Nothing herein shall affect any of Employee’s employment with the Company and termination thereof;'s obligations or Dendrite's rights under this Agreement. (Be) Employee will be entitled to receiveFor purposes of this Agreement, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) "Cause" as used herein shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for mean (i) one year following any gross misconduct on the Termination Date or part of Employee with respect to his duties under this Agreement, (ii) if the plan engaging by Employee in an indictable offense which relates to Employee's duties under this Agreement or grant agreement pursuant which is likely to which certain Options were granted provides that such Options will be exercisable for have a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either casematerial adverse effect on the business of Dendrite, (Aiii) the commission by Employee of any willful or intentional act which injures in no event will Options any material respect or could reasonably be exercisable beyond expected to injure in any material respect the duration reputation, business or business relationships of Dendrite, including without limitation, a breach of Sections 6, 7, 8, 9, 11, 12 or 13 of this Agreement, or (iv) the original term thereof and (B) if engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinbusiness or reputation of Dendrite.

Termination Severance. (a) Upon termination of the Executive’s employment, regardless of which party initiates the same and regardless of reason, the Executive shall be entitled to any owed wages, subject to the payment terms set forth in Sections 3(b) and 3(c), plus reimbursement of any unpaid expenses outstanding as of the Termination Date. (b) If the Executive terminates his employment during the Initial Term without Good Reason, his employment is terminated for Cause, or either party issues a Notice of Termination after the Initial Term, the Executive shall only be paid his earned wages and any reimbursable expenses. Executive agrees that any unvested Incentive Equity in the Company held directly by the Executive shall be automatically forfeited. However, this forfeiture shall not apply if the Executive terminates his employment due to Disability or death. (ic) EmployeeIf the Executive’s employment is terminated due to Disability or death, six (6) additional months of unvested Incentive Equity in the Company held directly by the Executive shall be automatically vested and the remainder of such Incentive Equity shall be automatically forfeited. If Executive’s employment is terminated due to Disability or death at any time during the Term, Executive or his estate shall only be entitled to Executive’s earned wages and any reimbursable expenses. (d) If during the Initial Term, the Company terminates the Executive’s employment without Cause (as defined above) or if the Executive terminates his employment with Good Reason (iias defined above), and he executes and does not revoke the release of claims attached as Exhibit A so that the release becomes effective in accordance with its terms no later than the sixtieth (60th) if a Change in Control day following the date of the Company occurs and EmployeeExecutive’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence termination of any event or circumstance constituting Causeemployment, then, in either case:addition to the payments described in Section 4(a) above, the Executive will receive the following payments and benefits (less all applicable withholdings): i. the Executive’s then current Base Salary paid on the Company’s regularly scheduled payroll dates and subject to all applicable withholdings and deductions for six (A6) Employee will be entitled months beginning 60 days after the Termination Date; and the Executive’s prorated Annual Bonus to receive from the extent he has met the eligibility criteria for the Annual Bonus; ii. if the Executive is eligible for and timely elects continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), then the Company an amount in severance equal will reimburse Executive for COBRA premiums the Executive pays towards the cost of such continuation coverage for the Executive and the Executive’s eligible dependents (less all applicable tax withholdings) for up to one year six (6) months of Employee’s then-current base salary (COBRA premiums, or if less, up to the “Severance Amount”). The Severance Amount will number of months the Executive and his dependents, as applicable, are eligible for such continuation coverage, with such reimbursements to be paid in a lump sum promptly after Employee has executed and delivered to Executive within thirty (30) days of Executive submitting to the Company a mutual release, in form such expense for reimbursement under and substance satisfactory subject to the Company’s normal expense reimbursement procedures, and provided that Executive submits his reimbursement to the Company within thirty (30) days of payment of such COBRA premium. The Executive understands that obtaining medical insurance coverage through these means will be solely his responsibility, and nothing express or implied in this Agreement creates any obligation on the part of the Executive to enroll in medical coverage as a condition to receiving such payment; and Any and all claims arising rights that the Executive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect. For the avoidance of doubt and as noted in Section 2 above, in the event of a termination without Cause or for Good Reason, the Company shall not be required to compensate or provide benefits to the Executive for the remaining portion of the Initial Term. (e) The Executive shall, upon reasonable notice, furnish the Company with such information as may be in the Executive’s possession or control, and cooperate with the Company, as the Company may reasonably request (with due consideration to the Executive’s business activities and obligations after the Term) and at the Company’s expense, in connection with Employee’s employment with any litigation, claim, or other dispute in which the Company and termination thereof; (B) Employee will be entitled to receive, for or any of its affiliates is or may become a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinparty.

Termination Severance. (a) Upon Employee’s termination of employment by Dendrite for any reason other than termination by Dendrite for Cause (as defined below), Disability (as defined below) or upon Employee’s death, Employee shall solely be entitled to (subject to any applicable off-sets) applicable payments and benefits in Section 4(b), his base salary through the date of his termination, and payment for any unused but accrued vacation through the date of termination. (b) If (i) Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, Employee shall be entitled to receive severance payments in an aggregate amount equal to the Company without Cause sum of twelve (12) months base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination). The severance payments to be paid to Employee under this Section 4(b) shall be referred to herein as the “Severance Payment”. Employee’s Severance Payment shall be paid by Dendrite in cash in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s employment. No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in this Section 4(b), Employee shall be provided continued “COBRA”coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental plans. During the period which Employee receives the Severance Payment, Employee’s 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 and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (iic) if If Employee’s employment hereunder is terminated within the one (1) year period following a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case: by Employee for Good Reason (A) as defined below). Employee will shall be entitled to receive from the Company severance payments in an aggregate amount in severance equal to one year the sum of twelve (12) months base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination). The severance payments to be paid to Employee under this Section 4(c) shall be referred to herein as the “Change in Control Severance Payment”. Employee’s Change In Control Severance Payment shall be paid by Dendrite in cash in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s then-current base salary (employment. No interest shall accrue or be payable on or with respect to any Severance Payment. In the “Severance Amount”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 under Dendrite’s group medical and dental plans. During the period which Employee receives the Severance Payment, Employee’s 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 and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (d) The making of any Severance Amount will be paid in Payments under Sections 4(b) or 4(c) hereunder is conditioned upon the signing of a lump sum promptly after Employee has executed and delivered to the Company a mutual release, general release in form and substance satisfactory to the CompanyDendrite under which Employee releases Dendrite and its affiliates together with their respective officers, of directors, shareholders. employees, agents and successors and assigns from any and all claims arising he may have against them. In the event Employee breaches Sections 7, 8. 9, 11 or 12 of this Agreement. in connection with 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 Sections 4(b) or 4(c). Nothing herein shall affect any of Employee’s employment with the Company and termination thereof;obligations or Dendrite’s rights under this Agreement. (Be) Employee will be entitled to receiveFor purposes of this Agreement, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) Cause”as used herein shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for mean (i) one year following any gross misconduct on the Termination Date or part of Employee with respect to his duties under this Agreement, (ii) if the plan or grant agreement pursuant engaging by Employee in an indictable offense which relates to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With duties under this Agreement or which is likely to have a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either casematerial adverse effect on the business of Dendrite, (Aiii) the commission by Employee of any willful or intentional act which injures in no event will Options any material respect or could reasonably be exercisable beyond expected to injure in any material respect the duration reputation, business or business relationships of Dendrite, including without limitation, a breach of Sections 6, 7, 8, 9, 11, 12 or 13 of this Agreement, or (iv) the original term thereof and (B) if engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinbusiness or reputation of Dendrite.

Termination Severance. (a) Upon Employee’s termination of employment by Dendrite for any reason other than termination by Dendrite for Cause (as defined below), Disability (as defined below) or upon Employee’s death, Employee shall solely be entitled to (subject to any applicable off-sets) applicable payments and benefits in Section 4(b) or 4(c), his base salary through the date of his termination, and payment for any unused but accrued vacation through the date of termination. (b) If (i) Employee’s employment is terminated by the Company without for any reason other than death, Cause or Disability, the Employee shall be entitled to receive severance payments in an aggregate amount equal to the sum of twelve (12) months’ base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination). The severance payments to be paid to Employee under this Section 4(b) shall be referred to herein as the “Severance Payment”. Employee’s Severance Payment shall be paid by Dendrite in cash in consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s employment. No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in this Section 4(b), Employee shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental plans. During the period which Employee receives the Severance Payment, Employee’s cost of COBRA coverage shall be paid by Dendrite, less the employee contribution rate paid by active 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 and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (c) Employee may terminate his employment and receive the Severance Payment and benefits under Section 4(b), if, without Employee’s express written consent, the occurrence of any of the following events which is not corrected within ten (10) days following written notice of such event given by Employee to Dendrite: (i) any requirement of Dendrite that Employee be based anywhere other than Dendrite’s current executive offices; provided this subsection (i) shall not be triggered if such executive offices are located within fifty (50) miles of its current location or within the borough of Manhattan; (ii) if a reduction in Employee’s base salary other than a proportional across-the-board reduction of base salary affecting other senior executives of Dendrite; (iii) the assignment to Employee of any duties or responsibilities materially and adversely inconsistent with Employee’s position (including any material reduction of such duties or responsibilities) or (iv) a material and adverse change in Employee’s reporting responsibilities, titles or offices (other than membership on the Board) with Dendrite, including but not limited to, not reporting to the Chief Executive Officer of Dendrite. Employee must notify Dendrite of any event set forth above within thirty (30) days following Employee’s knowledge of its existence or such event shall not trigger Employee’s rights under this Section 4(c). (d) If Employee’s employment hereunder is terminated in the one year period following a Change in Control of by Employee for Good Reason (as defined below) or by Dendrite without Cause (as defined below), the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case: (A) Employee will shall be entitled to receive from the Company severance payments in an aggregate amount in severance equal to one year the sum of twelve (12) months base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination). The severance payments to be paid to Employee under this Section 4(d) shall be referred to herein as the “Change in Control Severance Payment”. Employee’s Change In Control Severance Payment shall be paid by Dendrite in cash in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s then-current base salary (employment. No interest shall accrue or be payable on or with respect to any Severance Payment. In the “Severance Amount”). The Severance Amount will be paid in event of a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, termination of all claims arising in connection with Employee’s employment described in this Section 4(d), Employee shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental plans. During the period which Employee receives the Change in Control Severance Payment, Employee’s 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 and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the Company and termination thereof; (B) payment of COBRA coverage by Dendrite as described herein shall cease. For purposes of clarification, Employee will shall not be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”payment and benefits under Sections 4(b), medical 4(c) and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and4(d). (Ce) Notwithstanding anything The making of any Severance Payments under Sections 4(b), 4(c) or 4(d) hereunder is conditioned upon the signing of a general release in a form substantially similar to the contrary form attached hereto as Exhibit A. In the event Employee breaches Sections 7, 8, 9, 11 or 12 of this Agreement, in the option plan pursuant addition to which any other remedies at law or in equity, Dendrite may cease making any severance payment or any payments for COBRA coverage otherwise due under Sections 4(b), 4(c) or 4(d). Nothing herein shall affect any of Employee’s options were grantedobligations or Dendrite’s rights under this Agreement. (f) For purposes of this Agreement, all options granted to Employee prior to the Termination Date (the “Options”) Cause” as used herein shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for mean (i) one year following any gross misconduct on the Termination Date or part of Employee with respect to his duties under this Agreement, which is not cured (if curable) within 10 days after written notice of such gross misconduct to Employee by Dendrite; (ii) if any gross negligence on the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where part of Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to his duties under this Agreement, which is not cured within 10 days after written notice of such Optionsgross negligence to Employee by Dendrite; provided that, (iii) the engaging by Employee in either casean indictable offense which relates to Employee’s duties under this Agreement or which is likely to have a material adverse effect on the business of Dendrite, (Aiv) the commission by Employee of any willful or intentional act which injures in no event will Options any material respect or could reasonably be exercisable beyond expected to injure in any material respect the duration reputation, business or business relationships of Dendrite, including without limitation, a breach of Sections 6, 7, 8, 9, 11, 12 or 13 of this Agreement, or (v) the original term thereof and (B) if engaging by Employee through gross misconduct in conduct which injures materially or could reasonably be expected to injure materially the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinbusiness or reputation of Dendrite.

Termination Severance. (a) If (i) at any time Employee’s 's employment hereunder is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of Dendrite for any event or circumstance constituting reason other than death, Cause, thenor Disability prior to July 24, in either case: (A) 2000, then Employee will shall be entitled to receive from (i) his base salary through the Company date of his termination, (ii) payment for any unused but accrued vacation through the date of termination and (iii) severance payments totalling an amount in severance equal to one year the sum of Employee’s thentwenty-current four (24) months base salary (calculated at the “Severance Amount”)rate of base salary then being paid to Employee as of the date of termination) and (iv) solely for the calendar year in which the Employee is terminated, a pro rata portion of the Bonus that Employee would have otherwise been entitled to had he been in the employ of Dendrite for the entire year in which he was terminated, the amount of any such Bonus corresponding to the portion of the year to have elapsed through the termination date. The Severance Amount will severance payments to be paid to Employee under this Section 4(a) shall be referred to herein as the "Severance Payment". Employee's Severance Payment in respect of base salary shall be paid by Dendrite in twenty-four (24) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee's employment. Any pro rata Bonus payment hereunder shall be paid by Dendrite in a lump sum promptly within sixty (60) days of the date of termination. No interest shall accrue or be payable on or with respect to any Severance Payment or pro rata Bonus payment hereunder. In the event of a termination of Employee's employment described in this Section 4(a), Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental plans. For the lesser of (x) the period for which Employee receives the Severance Payment and (y) the period for which Employee is covered under COBRA (the "Coverage Period"), Dendrite shall pay Employee the difference between (i) the cost to Employee of obtaining COBRA coverage (during the Coverage Period) and (ii) the total cost Employee would have incurred for his premium contribution had he remained in the employ of Dendrite during the Coverage Period. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (b) If at any time Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability on or after July 24, 2000, then Employee has executed shall be entitled to receive (i) his base salary through the date of his termination, (ii) payment for any unused but accrued vacation through the date of termination and delivered (iii) severance payments totalling an amount equal to the Company sum of twelve (12) months base salary (calculated at the rate of base salary then being paid to Employee as of the date of termination) and (iv) solely for the calendar year in which the Employee is terminated, a mutual releasepro rata portion of the Bonus that Employee would have otherwise been entitled to had he been in the employ of Dendrite for the entire year in which he was terminated, the amount of any such Bonus corresponding to the portion of the year to have elapsed through the termination date. The severance payments to be paid to Employee under this Section 4(b) shall be referred to herein as the "Post-Term Severance Payment". Employee's Post-Term Severance Payment in respect of base salary shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee's employment. Any pro rata Bonus payment hereunder shall be paid by Dendrite in a lump sum within sixty (60) days of the date of termination. No interest shall accrue or be payable on or with respect to any Post-Term Severance Payment or pro rata Bonus payment hereunder. In the event of a termination of Employee's employment described in this Section 4(b), Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental plans. For the lesser of (x) the period for which Employee receives the Post-Term Severance Payment and (y) the period for which Employee is covered under COBRA (the "Coverage Period"), Dendrite shall pay Employee the difference between (i) the cost to Employee of obtaining COBRA coverage (during the Coverage Period) and (ii) the total cost Employee would have incurred for his premium contribution had he remained in the employ of Dendrite during the Coverage Period. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (c) The making of any Severance Payment , Post-Term Severance Payment or pro rata Bonus payment under Section 4(a) or 4(b) hereunder is conditioned upon the signing of a general release in form and substance satisfactory to the CompanyDendrite under which Employee releases Dendrite and its affiliates together with their respective officers, of directors, shareholders, employees, agents and successors and assigns from any and all claims arising he may have against them. In the event Employee breaches Sections 7, 8, 9 or 11 of this Agreement, in connection with addition to any other remedies at law or in equity, Dendrite may cease making any Severance Payment, Post-Term Severance Payment, pro rata Bonus payment, or any payments for COBRA coverage otherwise due under Section 4(a) or 4(b). Nothing herein shall affect any of Employee’s employment with the Company and termination thereof;'s obligations or Dendrite's rights under this Agreement. (Bd) Employee will be entitled to receiveFor purposes of this Agreement, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) "Cause" as used herein shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for mean (i) one year following any gross misconduct on the Termination Date or part of Employee with respect to his duties under this Agreement, (ii) if the plan engaging by Employee in an indictable offense which relates to Employee's duties under this Agreement or grant agreement pursuant which is likely to which certain Options were granted provides that such Options will be exercisable for have a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either casematerial adverse effect on the business of Dendrite, (Aiii) the commission by Employee of any willful or intentional act which injures in no event will Options any material respect or could reasonably be exercisable beyond expected to injure in any material respect the duration reputation, business or business relationships of Dendrite, including without limitation, a breach of Sections 7, 8 or 11 of this Agreement, or (iv) the original term thereof and (B) if engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinbusiness or reputation of Dendrite.

Termination Severance. (a) Upon termination of the Executive’s employment, regardless of which party initiates the same and regardless of reason, the Executive shall be entitled to any owed wages, subject to the payment terms set forth in Sections 3(b) and 3(c), plus reimbursement of any unpaid expenses outstanding as of the Termination Date. (b) If the Executive terminates his employment during the Initial Term without Good Reason, his employment is terminated for Cause, or either party issues a Notice of Termination after the Initial Term, the Executive shall only be paid his earned wages and any reimbursable expenses. Executive agrees that any unvested Incentive Equity in the Company held directly by the Executive shall be automatically forfeited. However, this forfeiture shall not apply if the Executive terminates his employment due to Disability or death. (ic) EmployeeIf the Executive’s employment is terminated due to Disability or death, six (6) additional months of unvested Incentive Equity in the Company held directly by the Executive shall be automatically vested and the remainder of such Incentive Equity shall be automatically forfeited. If Executive’s employment is terminated due to Disability or death at any time during the Term, Executive or his estate shall only be entitled to Executive’s earned wages and any reimbursable expenses. (d) If during the Initial Term the Company terminates the Executive’s employment without Cause (as defined above) or if the Executive terminates his employment with Good Reason (iias defined above), and he executes and does not revoke the release of claims attached as Exhibit A so that the release becomes effective in accordance with its terms no later than the sixtieth (60th) if a Change in Control day following the date of the Company occurs and EmployeeExecutive’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence termination of any event or circumstance constituting Causeemployment, then, in either case:addition to the payments described in Section 4(a) above, the Executive will receive the following payments and benefits (less all applicable withholdings): i. the Executive’s then current Base Salary paid on the Company’s regularly scheduled payroll dates and subject to all applicable withholdings and deductions for six (A6) Employee will be entitled months beginning 60 days after the Termination Date; and the Executive’s prorated Annual Bonus to receive from the extent he has met the eligibility criteria for the Annual Bonus; ii. if the Executive is eligible for and timely elects continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), then the Company an amount in severance equal will reimburse Executive for COBRA premiums the Executive pays towards the cost of such continuation coverage for the Executive and the Executive’s eligible dependents (less all applicable tax withholdings) for up to one year six (6) months of Employee’s then-current base salary (COBRA premiums, or if less, up to the “Severance Amount”). The Severance Amount will number of months the Executive and his dependents, as applicable, are eligible for such continuation coverage, with such reimbursements to be paid in a lump sum promptly after Employee has executed and delivered to Executive within thirty (30) days of Executive submitting to the Company a mutual release, in form such expense for reimbursement under and substance satisfactory subject to the Company’s normal expense reimbursement procedures, and provided that Executive submits his reimbursement to the Company within thirty (30) days of payment of such COBRA premium. The Executive understands that obtaining medical insurance coverage through these means will be solely his responsibility, and nothing express or implied in this Agreement creates any obligation on the part of the Executive to enroll in medical coverage as a condition to receiving such payment; and Any and all claims arising rights that the Executive may have to severance payments by the Company shall be determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect. For the avoidance of doubt and as noted in Section 2 above, in the event of a termination without Cause or for Good Reason, the Company shall not be required to compensate or provide benefits to the Executive for the remaining portion of the Initial Term. (e) The Executive shall, upon reasonable notice, furnish the Company with such information as may be in the Executive’s possession or control, and cooperate with the Company, as the Company may reasonably request (with due consideration to the Executive’s business activities and obligations after the Term) and at the Company’s expense, in connection with Employee’s employment with any litigation, claim, or other dispute in which the Company and termination thereof; (B) Employee will be entitled to receive, for or any of its affiliates is or may become a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided hereinparty.