1 EXHIBIT 10.7Credit Agreement • March 26th, 1999 • Dendrite International Inc • Services-prepackaged software • New York
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
and REGISTRAR AND TRANSFER COMPANY, Rights AgentRights Agreement • February 21st, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
BETWEENDendrite International Inc • March 30th, 2001 • Services-prepackaged software
EXHIBIT 10.1 CONSULTING AGREEMENT --------------------Consulting Agreement • May 15th, 1998 • Dendrite International Inc • Services-prepackaged software • New Jersey
ARTICLE I PURCHASE AND SALEAgreement of Purchase and Sale • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
RECITAL:Employment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
Dendrite International, Inc. Common Stock (no par value) Underwriting AgreementDendrite International Inc • March 26th, 1999 • Services-prepackaged software • New York
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
1 CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 1998Credit Agreement • January 28th, 1999 • Dendrite International Inc • Services-prepackaged software • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2004 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Indemnification Agreement (the “Agreement”) dated as of October 28, 1998, by and between Dendrite International Inc. a New Jersey corporation (the “Company”), and Mark H. Cieplik, an executive officer of the Company (the “Indemnitee”):
AMENDMENTDendrite International Inc • April 2nd, 2007 • Services-prepackaged software
THIS AMENDMENT is made as of March 1, 2007 and amends the Employment Agreement dated as of November 11, 2000 as amended through February 13, 2006 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and GARRY JOHNSON (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
2 3 determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and...Indemnification Agreement • November 16th, 1998 • Dendrite International Inc • Services-prepackaged software • New Jersey
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
EMPLOYMENT AGREEMENT ---------------------Employment Agreement • November 14th, 1997 • Dendrite International Inc • Services-prepackaged software • New Jersey
AMENDMENTDendrite International Inc • May 10th, 2006 • Services-prepackaged software
THIS AMENDMENT is made as of February 13, 2006 and amends the Employment Agreement dated as of September 8, 1998 and as amended as of August 1, 2000 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and CHRISTINE PELLIZZARI (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
EMPLOYMENT AGREEMENT THIS AGREEMENT, dated September 8, 1998, between DENDRITE INTERNATIONAL, INC., a New Jersey Corporation ("Dendrite"), having its principal place of business at 1200 Mt. Kemble Avenue, Morristown, New Jersey 07960, and Christine...Employment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
AMENDMENTEmployment Agreement • May 10th, 2006 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of February 13, 2006 and amends the Employment Agreement dated as of June 9, 1988 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AMENDMENTDendrite International Inc • April 2nd, 2007 • Services-prepackaged software
THIS AMENDMENT is made as of October 23, 2006 and amends the Employment Agreement dated as of September 8, 1998, as amended as of August 1, 2000, and as of February 13, 2006 (collectively the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and CHRISTINE PELLIZZARI (“Employee”). Unless defined in the Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AMENDMENTEmployment Agreement • May 10th, 2006 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of February 13, 2006 and amends the Employment Agreement dated as of October 3, 2005 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JOSEPH RIPP (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
STANDSTILL AND SUPPORT AGREEMENTStandstill and Support Agreement • October 23rd, 2006 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Standstill and Support Agreement (this “Agreement”), dated as of October 20, 2006 by and between Dendrite International, Inc., a New Jersey Corporation (the “Company”) and MMI Investments, L.P., a Delaware Limited Partnership (“MMI”).
AMENDMENTDendrite International Inc • April 2nd, 2007 • Services-prepackaged software
THIS AMENDMENT is made as of Octoberr 23, 2006 and amends the Employment Agreement dated as of June 9, 1998, as amended as of February 13, 2006 (collectively the “Employment Agreement”), between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AMENDMENTEmployment Agreement • March 3rd, 2005 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT modifies and amends the Employment Agreement (the “Agreement”) by and between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and Natasha Giordano (“Employee”). Unless otherwise defined herein, capitalized terms used herein shall have their respective meanings set forth in the Agreement.
EXECUTION COPY DISTRIBUTION AGREEMENT between IMS HEALTH INCORPORATED and SYNAVANT INC. Dated as of August 31, 2000Distribution Agreement • August 14th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of August 31, 2000, by and between IMS HEALTH INCORPORATED, a Delaware corporation (“IMS”), and SYNAVANT INC., a Delaware corporation, and, prior to the Distribution (as defined herein), a wholly-owned subsidiary of IMS (“ST”).
AGREEMENT AND PLAN OF MERGER Dated as of May 9, 2003 among DENDRITE INTERNATIONAL, INC. AMGIS ACQUISITION CO. and SYNAVANT INC.Agreement and Plan of Merger • May 12th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • November 7th, 2005 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Retirement Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DENDRITE INTERNATIONAL, INC. (“Employer” or “Dendrite”), and PAUL ZAFFARONI (“Employee”) concerning Employee’s employment and retirement therefrom.
DENDRITE INTERNATIONAL, INC. NEW HIRE AUTHORIZATION RESTRICTED STOCK AGREEMENTAgreement • September 21st, 2005 • Dendrite International Inc • Services-prepackaged software • New Jersey
WHEREAS, the Company desires to afford the Participant the opportunity to acquire ownership of the Company’s common stock, no par value per share (“common stock”); and
ContractGraphic Omitted • June 20th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
[GRAPHIC OMITTED] CREDIT AGREEMENT dated as of June ___, 2003 among DENDRITE INTERNATIONAL, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent _________________
ACQUISITION AGREEMENT dated September 19, 2002 by and among DENDRITE INTERNATIONAL, INC. SAI ACQUISITION L.L.C. SOFTWARE ASSOCIATES INTERNATIONAL, LLC SOFTWARE ASSOCIATES INTERNATIONAL INC. THE INTERPUBLIC GROUP OF COMPANIES, INC. IPG SAI HOLDING...Acquisition Agreement • November 14th, 2002 • Dendrite International Inc • Services-prepackaged software • New Jersey
ACQUISITION AGREEMENT This Acquisition Agreement (this “Agreement”), dated September 19, 2002, is made by and among Dendrite International, Inc., a New Jersey corporation (“Dendrite”), SAI Acquisition L.L.C., a New Jersey limited liability company (“Buyer”), Software Associates International Inc., a New Jersey corporation (“Parent”), Software Associates International, LLC, a New Jersey limited liability company (“SAI”), The Interpublic Group of Companies, Inc., a Delaware Corporation (“IPG Parent”), IPG SAI Holding Corp., a Delaware Corporation (“IPG”), Shaleen Gupta (“Gupta”) and Derek Evans (“Evans”). (Each of Parent and SAI is referred to herein as an “SAI Entity”, and referred to jointly and severally as the “Company” or the “SAI Entities”. Each of Gupta and Evans is referred to herein as a “Parent Shareholder”, and together they are the “Parent Shareholders”. IPG and each Parent Shareholder is referred to herein as a “Seller” and collectively they are the “Sellers”. Each of Parent
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of March 1, 2007 and amends the Employment Agreement dated as of May 16, 2006 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JOHN E. BAILYE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AGREEMENT OF LEASE SCC II, L.L.C. as Landlord —and — DENDRITE INTERNATIONAL, INC. as TenantAgreement of Lease • March 19th, 2002 • Dendrite International Inc • Services-prepackaged software • New Jersey
PRELIMINARY STATEMENT................................................1 DEFINITIONS..........................................................1 ARTICLE I............................................................6 DEMISE OF PREMISES; TERM; PARKING, RENT; ADDITIONAL RENT....6 ARTICLE 2............................................................9 TENANT IMPROVEMENTS.........................................9 ARTICLE 3...........................................................10 USE........................................................10 ARTICLE 4...........................................................11 COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS...........11 ARTICLE 5...........................................................11 LANDLORD'S OPERATING EXPENSE...............................11 ARTICLE 6...........................................................17 RULES AND REGULATIONS......................................17 ARTICLE 7....................................................
TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement and General Release • August 9th, 2006 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Transition Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DENDRITE INTERNATIONAL, INC. (“Employer” or “Dendrite”), and MARK CIEPLIK (“Employee”) concerning Employee’s employment and the termination thereof.
AMENDMENTAmemdment • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMEMDMENT is made as of February 21, 2007 and amends the Employment Agreement dated as of June 9, 1988, as amended as of February 13, 2006 and October 23, 2006 (collectively the “Employment Agreement”), between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
John Bailye [Address] Dear John:Dendrite International Inc • August 9th, 2006 • Services-prepackaged software • New Jersey
As you are aware, you previously entered into an employment agreement with Dendrite International, Inc. (“Dendrite”) dated March 25, 1997 (the “Prior Agreement”). Dendrite desires to continue to employ you and you desire to accept such employment on the terms and conditions set forth herein. We would, therefore, like to confirm the terms and conditions of your continued employment as set forth below in the Specific Terms and Conditions of Employment and the General Terms and Conditions of Employment (collectively the “Agreement”). which will replace the Prior Agreement in its entirety.
