AMENDMENT
May 26, 1999
THIS AMENDMENT modifies and amends the Employment Agreement
(the "Agreement") by and between DENDRITE INTERNATIONAL, INC. ("Dendrite") and
MARK CIEPLIK ("Employee"). Unless otherwise defined herein, capitalized terms
used herein shall have their respective meanings set forth in the Agreement.
The parties hereby agree as follows:
1. The Agreement is hereby modified to include the following:
23. VESTING OF STOCK OPTIONS UPON "CHANGE IN CONTROL"
Notwithstanding anything to the contrary, in the event of a
"Change in Control" (as defined below), all of Employee's options owned by him
at the time of such event shall immediately vest. For the purposes of this
Agreement, "Change in Control" shall mean 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 and Exchange Act of 1934, as amended (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 33-1/3% 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 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 subsidiary, (B) by any employee benefit plan
sponsored or maintained by Dendrite or any subsidiary, (C) by any
underwriter temporarily holding securities pursuant to an offering of
such securities, (D) pursuant to a Non-Control Transaction (as defined
in paragraph (iii)), or (E) a transaction (other than one described in
(iii) below) in which Dendrite Voting Securities are acquired from
Dendrite, if a majority of the Incumbent Board (as defined below)
approves a resolution providing expressly that the acquisition pursuant
to this clause (E) does not constitute a Change in Control under this
paragraph (i);
(ii) individuals who, on the effective date of this Agreement,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the Effective Date, whose election or
nomination for election was approved by a vote of at least two-thirds
of the directors comprising the Incumbent 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 considered a member of the Incumbent Board;
provided, however, that no individual initially elected or nominated as
a director of Dendrite as a result of an actual or threatened election
contest with respect to directors or 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 a member of the Incumbent Board;
(iii) the shareholders of Dendrite approve a merger,
consolidation, share exchange or similar form of corporate
reorganization of Dendrite or any such type of transaction involving
Dendrite or any of its subsidiaries (whether for such transaction or
the issuance of securities in the transaction or otherwise) (a
"Business Combination"), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of the
publicly traded corporation resulting from such Business Combination
(including, without limitation, any corporation which directly or
indirectly has beneficial ownership of 100% of Dendrite Voting
Securities or all or substantially all of the assets of Dendrite and
its subsidiaries) eligible to elect directors of such corporation would
be represented by shares that were Dendrite Voting Securities
immediately prior to such Business Combination (either by remaining
outstanding or being converted), and such voting power would be in
substantially the same proportion as the voting power of such Dendrite
Voting Securities immediately prior to the Business Combination, (B) no
person (other than any publicly traded holding company resulting from
such Business Combination, any employee benefit plan sponsored or
maintained by Dendrite (or the corporation resulting from such Business
Combination), or any person which beneficially owned, immediately prior
to such Business Combination, directly or indirectly, 33-1/3% or more
of Dendrite Voting Securities (a "Dendrite 33-1/3% Stockholder")) would
become the beneficial owner, directly or indirectly, of 33-1/3% or more
of the total voting power of the outstanding voting securities eligible
to elect directors of the corporation resulting from such Business
Combination and no Dendrite 33-1/3% Stockholder would increase its
percentage of such total voting power, and (C) at least a majority of
the members of the board of directors of the corporation resulting from
such Business Combination would be members of the Incumbent Board at
the time of the Board's approval of the execution of the initial
agreement providing for such Business Combination (a "Non-Control
Transaction"); or
(iv) the shareholders of Dendrite approve a plan of complete
liquidation or dissolution of Dendrite or the sale or disposition of
all or substantially all of 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 33-1/3% 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 increases the
percentage of outstanding Dendrite Voting Securities beneficially owned by such
person, then a Change in Control of Dendrite shall occur.
24. SEVERANCE FOLLOWING TERMINATION OF EMPLOYMENT FOLLOWING A "CHANGE IN
CONTROL" "WITHOUT CAUSE" OR FOR "GOOD REASON"
(a) The following severance payment only applies in the event
of a Change in Control. If Employee's employment hereunder is terminated within
one (1) year following a Change in Control (i) by Dendrite for any reason other
than death, Cause, or Disability (each as defined below) or (ii) by Employee for
Good Reason (as defined below), 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 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 employment. No interest shall accrue or be payable on or with respect
to any Change in Control Severance Payment. In the event of a termination of
Employee's employment described in this Section, 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 payment
of COBRA coverage by Dendrite as described herein shall cease. In the event
Employee is entitled to the Change in Control Severance Payment as set forth in
this Section, Employee shall not be entitled to any other severance payments
from Dendrite.
(b) The making of any Change in Control Severance Payment
under this Section 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 any of the
covenants or agreements contained in this Agreement, in addition to any other
remedies at law or in equity, Dendrite may cease making any Change in Control
Severance Payment otherwise due under this Section. Nothing herein shall affect
any of Employee's obligations or Dendrite's rights under this Agreement.
(c) 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 any of his covenants or agreements 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.
(d) For purposes of this Agreement, "Good Reason" as used
herein shall mean, without Employee's express written consent, concurrently with
or within one (1) year following a "Change in Control" (as defined above), the
occurrence of any of the following events which is not corrected within ten (10)
days following notice of such event given by Employee to Dendrite:
(i) the assignment to Employee of any duties or
responsibilities materially and adversely inconsistent with Employee's
position (including any material diminution of such duties or
responsibilities) or a material and adverse change in Employee's
reporting responsibilities, titles or offices with Dendrite;
(ii) any material breach by Dendrite of this Agreement with
respect to the making of any compensation payments;
(iii) any requirement of Dendrite that Employee be based
anywhere other than in a thirty-five (35) mile radius of the Dendrite
office Employee is based in on the date of consummation of the Change
in Control;
(iv) the failure of Dendrite to continue in effect any
employee benefit plan, compensation plan, welfare benefit Plan or
fringe benefit plan (such plans being referred to herein as "Welfare
Plans") in which Employee is participating as of the effective date of
this Agreement (or as such benefits and compensation may be increased
from time to time), or the taking of any action by Dendrite which would
materially and adversely affect Employee's participation in or
materially reduce Employee's benefits under such Welfare Plans (other
than an across-the-board reduction of such benefits affecting senior
executives of Dendrite) unless (i) Employee is permitted to participate
in other plans providing Employee with substantially comparable
benefits (at substantially comparable cost with respect to the Welfare
Plans), (ii) any such Welfare Plan does not provide material benefits
to Employee (determined in relation to Employee's compensation. and
benefits package), (iii) such failure or action is taken at the
direction of Employee or with his consent, or (iv) such failure or
action is required by law; or
(v) the failure of Dendrite to obtain an agreement from a
successor employer to assume Dendrite's obligations under this
Agreement in the event of a "Change in Control".
Employee must notify Dendrite of any event constituting Good Reason within
ninety (90) days following Employee's knowledge of its existence, it being
understood that Employee's failure to do so shall deem such event not to
constitute Good Reason under this Agreement.
(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 consecutive six (6) month period (excluding permitted vacation
time), the existence of which is supported by credible medical evidence.
2. Except as expressly modified by this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment as
of the first date written above.
DENDRITE INTERNATIONAL, INC.
JOHN E. BAILYE
___________________________________________
Name:
Title:
MARK CIEPLIK
___________________________________________
MARK CIEPLIK