EMPLOYMENT AGREEMENT
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THIS AGREEMENT, dated as of July 24, 1997, between DENDRITE INTERNATIONAL,
INC., a New Jersey Corporation ("Dendrite"), having its principal place of
business at ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇
▇▇▇▇▇▇ ("Employee"), having an address at ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Dendrite, its affiliates, and subsidiaries develop and own what is
referred to as Territory Management Systems and related hardware and equipment;
WHEREAS, Employee is or desires to be employed by Dendrite and Dendrite
desires to employ Employee; and
WHEREAS, Dendrite is willing to provide certain confidential and proprietary
information to Employee for the limited purpose of enabling Employee to carry
out duties in connection with his employment by Dendrite.
RECITAL:
NOW, THEREFORE, it is agreed as follows:
1. EMPLOYMENT
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(a) Term. Subject to Section 4 below and the other terms and conditions of
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this Agreement, Employee's employment by the Company shall be for a term
commencing July 24, 1997 and expiring on the close of business on July 24, 2000
(the "Term"). In the event Employee's employment by Dendrite continues beyond
the expiration of the Term, the employment relationship shall be, by mutual
consent, an employment at-will. Accordingly, after July 24, 2000, this
employment may be terminated at any time for any reason with or without "Cause"
(as defined below) by Dendrite.
(b) Notice by Employee. In the event Employee desires to voluntarily
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terminate his employment on or after July 24, 2000, he must provide Dendrite not
less than twelve (12) months advance written notice of such desire, to be
delivered at any time on or after July 24, 1999. The twelve-month period
commencing on the date of such delivery of notice is hereinafter referred to as
the "Notice Period". Employee's employment shall be extended by Dendrite through
the Notice Period; provided, however, that Dendrite shall have the right at any
time during the Notice Period to relieve Employee of his offices, duties and
responsibilities and to place him on a paid leave-of-absence status, provided
that during the Notice Period, Employee shall remain a full-time employee of
Dendrite and shall continue to receive his salary compensation and other
benefits as provided in this Agreement.
Notwithstanding anything contained in this Agreement, in the event Employee
delivers notice of his desire to voluntarily terminate his employment, Employee
will not be entitled to any severance payments under Section 4 below.
2. POSITION; DUTIES
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During the Term, Dendrite hereby employs Employee, and Employee hereby
accepts such employment, as Executive Vice President, President International of
Dendrite. During the Term, Employee shall perform those duties as may from time
to time be assigned to him and shall carry out any assignments related to
Dendrite or its affiliates as directed. With Employee's agreement, this may
involve rendering services at various locations throughout the world. Employee
shall devote his full time attention, energy, knowledge, skill and best efforts
solely and exclusively to the duties assigned to him which he shall faithfully
and diligently perform. Employee shall report to Dendrite as may be required and
will fully account for all records, data, materials or other property belonging
to Dendrite or its customers of which he is given custody. Dendrite may, from
time to time, establish rules and Employee shall faithfully observe these in the
performance of his duties. Employee shall further comply with all policies and
directives of Dendrite.
3. COMPENSATION
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(i) Base Salary. During the Term, Dendrite shall pay Employee for his
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services a base salary at a rate of $290,000 per annum to be paid on a semi-
monthly basis in accordance with Dendrite's regular payroll practices. Such base
shall be increased on annual basis, commencing January 1, 1998, by the
percentage increase ("COLA") in the Consumer Price Index (the "CPI") during the
prior calendar year as published by the Bureau of Labor Statistics of the United
States Department of Labor for All Urban Consumers, New York Metropolitan Area
(the "Bureau"). If the Bureau discontinues the publication of the CPI, the best
available index or other information shall be substituted for it. A reference to
the CPI applicable to any date means the CPI published most recently prior to
such date.
All base salary payments, Bonus (as defined in clause (ii) below) payments
and any Severance Payment (as defined in Section 4(b) below) shall be reduced by
any and all applicable withholdings, contributions and payroll taxes.
(ii) Bonus. During the Term and commencing on the completion of Dendrite's
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fiscal year 1997, Employee shall be eligible to receive an annual bonus (the
"Bonus") of not less than 30% of Employee's annual rate of base salary as at the
completion of the corresponding year, payable in the next payroll period
occurring at least two weeks after Dendrite publicly discloses its financial
results for such fiscal year; provided, however, that the payment of the Bonus
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is subject to: (a) Dendrite's achievement of financial goals as set forth in the
annual business plan approved by the Board of Directors of Dendrite (the
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"Board"), (b) such other objectives as mutually agreed upon, and (c) Employee
remaining in the employ of Dendrite as of the end of any such year.
(iii) Stock Options
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(a) Pursuant to Dendrite's 1997 Incentive Stock Plan (the "Stock
Plan"), upon the execution of this Agreement, Dendrite shall give Employee an
option to purchase 40,000 shares of the common stock of Dendrite. Upon the first
anniversary of this Agreement, Dendrite shall give Employee an option to
purchase an additional 25,000 shares of the common stock of Dendrite, provided
that Employee remains in the full-time employment of Dendrite on such date. The
price for such options shall be determined by the committee of the Board that
administers the Stock Plan. Employee's entitlement to such options shall be
subject to (i) a four year vesting schedule, (ii) approval by the Board, (iii)
Employee's execution of a definitive option agreement in form and substance
satisfactory to Dendrite and (iv) in all instances subject to the terms and
conditions of the Stock Plan. Notwithstanding anything to the contrary, in the
event of (x) a "Change of Control" (as defined below), if Employee is not
retained in a similar position or no similar position is offered to Employee
following a Change of Control or (y) the termination of Employee's employment by
Dendrite without Cause (as defined below), all of Employee's options owned by
him at the time of such event shall immediately vest. It is understood and
agreed that in the event of a conflict or ambiguity between the provisions of
this Section 3(iii)(a) and any other agreement between Employee and Dendrite
relating to the potential acceleration of options owned by him, the provisions
of this Section 3(iii)(a) will control.
(b) For purposes of this Agreement, "Change in Control" means the
occurrence of any one of the following events:
(i) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Dendrite representing 33% or more of the combined voting power of
Dendrite's then outstanding securities eligible to vote for the election of the
Board (the "Dendrite Voting Securities"); provided, however, that the event
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described in this paragraph (i) shall not be deemed to be a Change in Control by
virtue of any of the following acquisitions: (A) by Dendrite or any of its
subsidiaries, (B) by any employee benefit plan sponsored or maintained by
Dendrite or any of its subsidiaries, (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities, (D) pursuant to a Non-
Qualifying Transaction (as defined in paragraph (iii)), (E) pursuant to any
acquisition by Employee or any group of persons including Employee or any entity
controlled by Employee or such group ("Employee Holders"), or (F) a transaction
(other than one described in paragraph (iii) below) in which Dendrite
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Voting Securities are acquired from Dendrite, if a majority of the Board
approves a resolution providing expressly that the acquisition pursuant to this
clause (F) does not constitute a Change in Control under this paragraph (i).
Notwithstanding the foregoing, a transaction that would otherwise be considered
a Change in Control but for the operation of clauses D or F of this paragraph
(i) will be deemed a Change in Control if ▇▇▇▇ ▇▇▇▇▇▇ immediately after the
consummation of such a transaction is neither Chairman, President or Chief
Executive Officer (or holds a position comparable to the foregoing positions) of
Dendrite or any successor corporation to Dendrite as a result of such Change in
Control transaction;
(ii) individuals who, on July 24, 1997, constituted the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to July 24,
1997, whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of Dendrite in which such
person is named as a nominee for director, without objection to such nomination)
shall be an Incumbent Director; provided, however, that no individual elected or
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nominated as a director of Dendrite initially as a result of an actual or
threatened election contest with respect to directors or as a result of any
other actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director;
(iii) the consummation of a merger, consolidation, share exchange or
similar form of corporate reorganization (other than a transaction with
Employee, any group of persons including Employee or any entity controlled by
Employee or such a group of persons) involving Dendrite or any of its
subsidiaries that requires the approval of Dendrite's stockholders whether for
such transaction or the issuance of securities in connection with the
transaction or otherwise, (a "Business Combination"), unless immediately
following such Business Combination: (A) more than 50% of the total voting power
of (x) the corporation resulting from such Business Combination (the "Surviving
Corporation"), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Dendrite Voting Securities that were
outstanding immediately prior to the consummation of such Business Combination
(or, if applicable, is represented by shares into which such Dendrite Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion
as the voting power of such Dendrite Voting Securities among the holders thereof
immediately prior to the Business Combination, (B) no person (other than the
Employee Holders or any employee benefit plan sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is
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or becomes the beneficial owner, directly or indirectly, of 33% or more of the
total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) and (C) at least a majority of the members of the board
of directors of the Parent Corporation (or if there is no Parent Corporation,
the Surviving Corporation) were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or
(iv) the stockholders of Dendrite approve a sale of all or
substantially all of the Dendrite's assets.
Notwithstanding the foregoing, a Change in Control of Dendrite shall not be
deemed to occur solely because any person acquires beneficial ownership of more
than 33% of Dendrite Voting Securities as a result of the acquisition of
Dendrite Voting Securities by Dendrite which, by reducing the number of Dendrite
Voting Securities outstanding, increases the percentage of shares beneficially
owned by such person; provided that, if a Change in Control of Dendrite would
occur as a result of such an acquisition by Dendrite (if not for the operation
of this sentence), and after Dendrite's acquisition such person becomes the
beneficial owner of additional Dendrite Voting Securities that increase the
percentage of outstanding Dendrite Voting Securities beneficially owned by such
person, then a Change in Control of Dendrite shall occur.
4. TERMINATION; SEVERANCE
----------------------
(a) If at any time Employee's employment hereunder is terminated by
Dendrite for any reason other than death, Cause, or Disability prior to July 24,
2000, then Employee 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 (iii) severance payments totalling an amount
equal to the sum of twenty-four (24) 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 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 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 within sixty (60) days of the date of
termination. No interest shall
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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 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 (iii) severance payments totalling an 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) 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 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.
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(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 Dendrite
under which Employee releases Dendrite and its affiliates together with their
respective officers, directors, shareholders, employees, agents and successors
and assigns from any and all claims he may have against them. In the event
Employee breaches Sections 7, 8, 9 or 11 of this Agreement, in 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 obligations or Dendrite's rights under this
Agreement.
(d) For purposes of this Agreement, "Cause" as used herein shall mean (i)
any gross misconduct on the part of Employee with respect to his duties under
this Agreement, (ii) the engaging by Employee in an 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, (iii) the commission by
Employee of any willful or intentional act which injures in any material respect
or could reasonably be expected to injure in any material respect the
reputation, business or business relationships of Dendrite, including without
limitation, a breach of Sections 7, 8 or 11 of this Agreement, or (iv) the
engaging by Employee through gross negligence in conduct which injures
materially or could reasonably be expected to injure materially the business or
reputation of Dendrite.
(e) For purposes of this Agreement, "Disabled" as used herein shall have
the same meaning as that term, or such substantially equivalent term, has in any
group disability policy carried by Dendrite. If no such policy exists, the term
"Disabled" shall mean the occurrence of any physical or mental condition which
materially interferes with the performance of Employee's customary duties in his
capacity as an employee where such disability has been in effect for a period of
six (6) months (excluding permitted vacation time), which need not be
consecutive, during any single twelve (12) month period.
(f) In the event Employee terminates his employment with Dendrite or
Dendrite terminates Employee's employment with Dendrite for "Cause" or
Employee's employment ends as a result of his death or becoming "Disabled," it
is understood and agreed that Dendrite's only obligation is to pay Employee any
unused but accrued vacation days, his base salary through the date of his
termination, and any unpaid bonus otherwise payable under Section 3(ii) above.
5. BENEFITS
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Dendrite shall provide Employee:
(i) Vacation. Four weeks vacation per annum in accordance with Dendrite
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policy in effect from time to time.
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(ii) Business Expenses. Reimbursement for all reasonable travel,
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entertainment and other reasonable and necessary out-of-pocket expenses incurred
by Employee in connection with the performance of his duties. Reimbursement will
be made upon the submission by the Employee of appropriate documentation and
verification of the expenses.
(iii) Other. Dendrite will provide Employee other benefits to the same
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extent as may be provided to other employees generally in accordance with
Dendrite policy in effect from time to time and subject to the terms and
conditions of such benefit plans.
6. INFORMATION AND BUSINESS OPPORTUNITY
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During Employee's employment with Dendrite, Employee may acquire knowledge
of (i) information that is relevant to the business of Dendrite or its
affiliates or (ii) knowledge of business opportunities pertaining to the
business in which Dendrite or its affiliates are engaged. Employee shall
promptly disclose to Dendrite that information or business opportunity but shall
not disclose it to anyone else without Dendrite's written consent.
7. DENDRITE CONFIDENTIAL INFORMATION
---------------------------------
The Employee will, as a result of his employment with Dendrite, acquire
information which is proprietary and confidential to Dendrite. This information
includes, but is not limited to, technical and commercial information, customer
lists, financial arrangements, salary and compensation information, competitive
status, pricing policies, knowledge of suppliers, technical capabilities,
discoveries, algorithms, concepts, software in any stage of development,
designs, drawings, specifications, techniques, models, data, technical manuals,
research and development materials, processes procedures, know-how and other
business affairs relating to Dendrite. Confidential information also includes
any and all technical information involving Dendrite's work. Employee will keep
all such information confidential and will not reveal it at any time without the
express written consent of Dendrite. This obligation is to continue in force
after employment terminates for whatever reason.
8. CLIENT CONFIDENTIAL INFORMATION
-------------------------------
Dendrite may, from time to time, be furnished information and data which is
proprietary and confidential to its clients, customers or suppliers. Employee
will not, at any time for any reason, reveal any information provided by any of
Dendrite's clients, customers or suppliers to anyone, unless provided with prior
written consent by Dendrite or by the applicable client, customer or supplier.
This obligation is to continue in force after employment terminates for whatever
reason.
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9. RETURN OF PROPERTY
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Upon termination of employment for any reason or upon the request of
Dendrite, Employee shall return to Dendrite all property which Employee received
or prepared or helped prepare in connection with his employment including, but
not limited to, all copies of any confidential information or material, disks,
notes, notebooks, blueprints, customer lists and any and all other papers or
material in any tangible media or computer readable form belonging to Dendrite
or to any of its customers, clients or suppliers, and Employee will not retain
any copies, duplicates, reproductions or excerpts thereof.
10. INVENTIONS
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All work performed by Employee and all materials, products, deliverables,
inventions, software, ideas, disclosures and improvements, whether patented or
unpatented, and copyrighted material made or conceived by Employee, solely or
jointly, in whole or in part, during the term of Employee's employment by
Dendrite which (i) relate to methods, apparatus, designs, products, processes or
devices sold, licensed, used or under development by Dendrite, (ii) otherwise
relate to or pertain to the present, proposed or contemplated business,
functions or operations of Dendrite, (iii) relate to Dendrite actual or
anticipated research or development, (iv) involve the use of Dendrite's
equipment, supplies or facilities, or (v) result from access to any Dendrite
assets, information, inventions or the like are confidential information, are
the property of Dendrite and shall be deemed to be a work made for hire. To the
extent that title to any of the foregoing shall not, by operation of law, vest
in Dendrite, all right, title and interest therein are hereby irrevocably
assigned to Dendrite. Employee agrees to give Dendrite or any person or entity
designated by Dendrite reasonable assistance required to perfect its rights
therein.
If Employee conceives any idea, makes any discovery or invention within one
(1) year after the termination of employment with Dendrite that relate to any
matters pertaining to the business of Dendrite, it shall be deemed that it was
conceived while in the employ of Dendrite.
11. RESTRICTION ON FUTURE EMPLOYMENT
--------------------------------
Employee agrees that in the event employment with Dendrite is terminated,
for any reason, with or without Cause, Employee shall not for two (2) years
after termination of employment:
(i) Perform services that compete with the business or businesses
conducted by Dendrite or any of its affiliates or render services to any
organization or entity which competes with the business or businesses conducted
by Dendrite or any
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of its affiliates in any area of the United States of America or elsewhere where
Dendrite or any of its affiliates do business;
(ii) Solicit any customers or potential customers of Dendrite with
whom Employee had contact while employed by Dendrite or who was a customer of
Dendrite at any time during the two (2) years immediately before termination;
(iii) Request that any of Dendrite's customers or suppliers
discontinue doing business with it;
(iv) Knowingly take any action which would disparage Dendrite or be
to its disadvantage; or
(v) Employ or attempt to employ or assist anyone else to employ any
employee or contractor of Dendrite or induce or attempt to induce any employee
or contractor of Dendrite to terminate their employment or engagement with
Dendrite.
For purposes of Section 11(i) "the business or businesses conducted by
Dendrite or any of its affiliates" means Electronic Territory Management Systems
used to manage, coordinate and control the activities of large sales forces and
complex selling environments and/or sales productivity tools of the type and
nature marketed by Dendrite or any of its affiliates and support services
related thereto as of the date of Employee's termination of employment (or which
Dendrite can at the time of Employee's termination of employment establish it
will likely market within one (1) year following the date of Employee's
termination).
12. OUTSIDE CONTRACTING
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Employee shall not enter into any agreements to provide programming or
other services to any company, person or organization outside of his employment
by Dendrite (an "Outside Agreement") without the prior written express consent
from Dendrite. Employee must notify Dendrite of his intent to enter into an
Outside Agreement specifying therein the other party to such Outside Agreement
and the type of programming and/or services to be provided by Employee.
Dendrite shall not unreasonably withhold permission to Employee to enter into
Outside Agreements unless such Outside Agreements (i) are with competitors or
potential competitors of Dendrite, or (ii) as determined in Dendrite's sole
discretion, shall substantially hamper or prohibit Employee from satisfactorily
carrying out all duties assigned to Employee by Dendrite.
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13. AFTER-HOURS DEVELOPMENT
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In the event that Employee shall develop any software which, pursuant to
Section 10 herein, is not the property of Dendrite, Dendrite shall have a right
of first refusal to publish and/or purchase the rights to such software.
Employee shall notify Dendrite of any such After-Hours Development as soon as
reasonably possible before or during the development process including a
description of the intended functions of the After-Hours Development and the
estimated date of completion.
14. PRIOR EMPLOYMENT
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Employee represents and warrants that Employee has not taken or otherwise
misappropriated and does not have in Employee's possession or control any
confidential and proprietary information belonging to any of Employee's prior
employers or connected with or derived from Employee's services to prior
employers. Employee represents and warrants that Employee has returned to all
prior employers any and all such confidential and proprietary information.
Employee further acknowledges, represents and warrants that Dendrite has
informed Employee that Employee is not to use or cause the use of such
confidential or proprietary information in any manner whatsoever in connection
with Employee's employment by Dendrite. Employee agrees, represents and
warrants that Employee will not use such information. Employee shall indemnify
and hold harmless Dendrite from any and all claims arising from any breach of
the representations and warranties in this Section.
15. REMEDIES
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The parties agree that in the event Employee breaches or threatens to
breach this Agreement, money damages may be an inadequate remedy for Dendrite
and that Dendrite will not have an adequate remedy at law. It is understood,
therefore, that in the event of a breach of this Agreement by Employee, Dendrite
shall have the right to obtain from a court of competent jurisdiction restraints
or injunctions prohibiting Employee from breaching or threatening to breach this
Agreement. In that event, the parties agree that Dendrite will not be required
to post bond or other security. It is also agreed that any restraints or
injunctions issued against Employee shall be in addition to any other remedies
which Dendrite may have available to it.
16. APPLICABLE LAW
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This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey.
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17. NOTICES
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In the event any notice is required to be given under the terms of this
Agreement, it shall be delivered in the English language, in writing, as
follows:
If to Employee: ▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
If to Dendrite: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President, General Counsel
Dendrite International, Inc.
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
18. NON-ASSIGNABILITY
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Employee's rights or obligations under the terms of this Agreement or of
any other agreement with Dendrite may not be assigned. Any attempted assignment
will be void as to Dendrite. Dendrite may, however, assign its rights to any
affiliated or successor entity.
19. BINDING AGREEMENT
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This Agreement shall be binding upon and inure to the benefit of Employee's
heirs and personal representatives and to the successors and assigns of
Dendrite.
20. INTEGRATION
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This Agreement sets forth the entire agreement between the parties hereto
and fully supersedes any and all prior negotiations, discussions, agreements or
understandings between the parties hereto pertaining to the subject matter
hereof, except for any written non-disclosure agreements with Dendrite by which
Employee may be bound. No representations, oral or otherwise, with respect to
the subject matter of this Agreement have been made by either party.
21. WAIVER
------
This Agreement may not be modified or waived except by a writing signed by
both parties. No waiver by either party of any breach by the other shall be
considered a waiver of any subsequent breach of the Agreement.
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22. JURISDICTION
------------
The State of New Jersey shall have exclusive jurisdiction to entertain any
legal or equitable action with respect to this Agreement except that Dendrite
may institute suit against Employee in any jurisdiction in which Employee may be
at the time. In the event suit is instituted in New Jersey, it is agreed that
service of summons or other appropriate legal process may be effected upon any
party by delivering it to the address in this Agreement specified for that party
in Section 17.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the first
date written above.
DENDRITE INTERNATIONAL, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
_______________________
Name:
Title:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
_______________________
▇▇▇▇▇ ▇▇▇▇▇▇
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