EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of August 7, 1997, between DENDRITE
INTERNATIONAL, INC., a New Jersey Corporation ("Dendrite"), having its principal
place of business at 0000 Xx. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and
XXXXX X. XXXXXXXXX ("Employee"), having an address at 0000 Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000.
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 her employment by Dendrite.
RECITAL
NOW, THEREFORE, it is agreed as follows:
1. EMPLOYMENT AT WILL
Dendrite hereby employs Employee, and Employee hereby accepts such
employment, as Director of Financial Operations of Dendrite. Dendrite hereby
employs Employee as an at-will employee. This employment may be terminated at
any time for any reason with or without cause by Dendrite. Employee agrees to
provide two (2) weeks notice to Dendrite before terminating her employment.
2. DUTIES
Employee shall perform those duties as may from time to time be
assigned to her and shall carry out any assignments related to Dendrite or its
affiliates as directed. Employee shall devote her full time attention, energy,
knowledge, skill and best efforts solely and exclusively to the duties assigned
to her which she shall faithfully and diligently perform. Employee shall report
to the Senior Vice President and Chief Financial Officer of Dendrite (currently
Xxxxxx Xxxxxx) as may be required and will fully account for all records, data,
materials or other property belonging to Dendrite or its customers of which she
is given custody. Dendrite may, from time to time, establish rules and Employee
shall faithfully observe these in the performance of her duties. Employee shall
further comply with all policies and directives of Dendrite.
3. COMPENSATION
(i) Base Salary. Dendrite shall pay Employee for her services a base
salary at a rate of $155,000 per annum to be paid on a semi-monthly basis in
accordance with Dendrite's regular payroll practices.
(ii) Sign-On Bonus. In connection with Employee's , entering into this
Agreement, Employee shall receive a signing bonus in the total amount of
$50,000, less all applicable withholdings, payable within 10 business days of
the full execution of this Agreement. It is understood and agreed, however, that
in the event that Employee voluntarily terminates her employment with Dendrite
for any reason whatsoever or Employee's employment with Dendrite is terminated
by Dendrite for cause before the first anniversary of this Agreement, Employee
will pay to Dendrite $50,000 in full within 90 days of her termination of
employment with Dendrite. Notwithstanding the foregoing, Employee hereby
authorizes Dendrite to immediately offset against and reduce any amounts
otherwise due to her for any amounts in respect of her obligation to repay the
sign-on bonus.
(ii) Bonus. Commencing on the completion of Dendrite's fiscal year
1997, Employee shall be eligible to receive a bonus of $25,000, and upon the
completion of Dendrite's fiscal year 1998, Employee shall be eligible to receive
a bonus of $50,000 (either such bonus referred to herein as the "Bonus"), in
each case payable in the next payroll period occurring at least two weeks after
Dendrite publicly discloses its financial results in such fiscal year; provided,
however, that the payment of the Bonus is subject to: (a) Dendrite's achievement
of financial goals as set forth in the Board approved annual business plan, (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. Pursuant to Dendrite's 1992 Stock Plan (the "Stock
Plan"), upon the execution of this Agreement, Dendrite shall give Employee an
option to purchase 15,000 shares of the common stock of Dendrite. Upon the first
anniversary of this Agreement, Dendrite shall give Employee an option to
purchase an additional 7,500 shares of the common stock of Dendrite, provided
that Employee remains in the full-time employment of Dendrite on such date. Upon
the second anniversary of this Agreement, Dendrite shall give Employee an option
to purchase an additional 7,500 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 Option Committee and
Compensation Committee of the Board. Employee's entitlement to such options
shall be subject to (i) a four year vesting schedule, (ii) approval by the
Board, (iii) Employees 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.
4. BENEFITS
Dendrite shall provide Employee:
(i) Vacation. Three weeks vacation per annum in accordance with
Dendrite policy in effect from time to time.
(ii) Business Expenses. Reimbursement for all reasonable travel,
entertainment and other reasonable and necessary out-of-pocket expenses incurred
by Employee in connection with the performance of her 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
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.
5. INFORMATION AND BUSINESS OPPORTUNITY
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.
6. DENDRITE CONFIDENTIAL INFORMATION
The Employee will, as a result of her 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.
7. 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.
8. RETURN OF PROPERTY
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 her 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.
9. INVENTIONS
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.
10. RESTRICTION ON FUTURE EMPLOYMENT
Employee agrees that in the event employment with Dendrite is
terminated, for any reason whatsoever, 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 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 10(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).
11. OUTSIDE CONTRACTING
Employee shall not enter into any agreements to provide programming or
other services to any company, person or organization outside of her employment
by Dendrite (an "Outside Agreement") without the prior written express consent
from Dendrite. Employee must notify Dendrite of her 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.
12. AFTER-HOURS DEVELOPMENT
In the event that Employee shall develop any software which, pursuant
to Section 9 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.
13. PRIOR EMPLOYMENT
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.
14. REMEDIES
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.
15. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey.
16. NOTICES
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: Xxxxx X. Xxxxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
If to Dendrite: Xxxxxxxxxxx Xxxxxx, Vice President,
General Counsel
Dendrite International, Inc.
0000 Xx. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
17. NON-ASSIGNABILITY
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.
18. BINDING AGREEMENT
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.
19. INTEGRATION
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. No representations, oral or otherwise, with respect to
the subject matter of this Agreement have been made by either party.
20. 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.
21. 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 16.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
first date written above.
DENDRITE INTERNATIONAL, INC.
XXXXXXXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: VP, General Counsel
XXXXX X. XXXXXXXXX
-----------------------------------------
Xxxxx X. Xxxxxxxxx
