AMENDMENT
May 26, 1999
THIS AMENDMENT modifies and amends the Employment Agreement
(the "Agreement") dated as of June 2, 1997 by and between DENDRITE INTERNATIONAL
INC. ("Dendrite") and XXXXXX XXXXXX ("Employee"). Unless otherwise defined
herein, capitalized terms used herein shall have their respective meanings as
set forth in the Agreement.
The parties agree as follows:
1. The last sentence in Section 3(iii)(a) of the Agreement
which states that "Notwithstanding anything to the contrary, in the event of a
`Change in Control' (as defined below), if Employee is not retained in a similar
position or no similar position is offered to Employee following a Change in
Control, all of Employee's options owned by him at the time of such event shall
immediately vest" is deleted in its entirety and replaced with the following
sentence:
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.
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.
XXXX X. XXXXXX
______________________________________
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive
Officer
XXXXXX XXXXXX
______________________________________
Xxxxxx Xxxxxx
