Exhibit 10.35
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DENDRITE ®
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1200 MT. KEMBLE AVENUE MORRISTOWN, NJ 07960-6797
USA
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Mr. Mark Theilken
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Dear Mark:
We would like to confirm the terms
and conditions of your employment with Dendrite
International, Inc. (“Dendrite”).
DENDRITE SPECIFIC
TERMS & CONDITIONS
OF EMPLOYMENT
1.
TERM
. You will be employed as a Senior Vice President
of Dendrite. Your employment will be at-will and may be terminated
at any time for any reason with or without Cause by
Dendrite.
2.
DUTIES
. You shall initially report to the President and
Chief Operating Officer or his/her designee. You shall perform
those duties as may from time to time be assigned to you and shall
carry out any assignments related to Dendrite or its affiliates as
directed. You agree to devote your full-time attention, energy,
knowledge, skill and best efforts solely and exclusively to the
duties assigned to you. You agree to comply with all policies and
directives of Dendrite.
3.
COMPENSATION
.
(i)
Base Salary
. Dendrite shall pay you for your
services a base salary at a rate of $275,000 per annum to be paid
on a semi- monthly basis in accordance with Dendrite’s
regular payroll practices. Your base salary will be reviewed and
determined on an annual basis by the Board.
(ii)
Bonus . You will be eligible to receive an annual
discretionary bonus (the “Bonus”) with a target of
$275,000, payable in the next payroll period occurring at least two
weeks after Dendrite publicly discloses its financial results at
the end of the fiscal year; provided, however, that the payment of
the Bonus is subject to: (a) Dendrite’s achievement of
financial goals as set forth in Dendrite’s Board of
Director’s (the “Board”) approved annual business
plan, (b) such other objectives as may be determined by
Dendrite from time to time, (c) you remaining in the employ
of, and not giving notice of termination to, Dendrite as of the end
of any such fiscal year and (d) the terms and conditions of
Dendrite’s bonus plan program or practice in effect from time
to time, as may be amended. Your discretionary bonus will be
reviewed and determined on an annual basis by the Board. For 2004,
you will be eligible for a pro-rata portion of any such
bonus.
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DENDRITE ® INTERNATIONAL
INC.
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TEL 973.425.1200 FAX 973.425.1919
www.dendrite.com
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(iii)
Stock Options
. Pursuant to the terms of
Dendrite’s 1997 Stock Plan, as amended (the “Stock
Plan”), upon the execution of this Agreement, you shall be
eligible to receive non-qualified options to purchase 200,000
shares of the common stock of Dendrite. The price for such options
shall be determined by the Option Committee and Compensation
Committee of the Board. Your entitlement to such options shall be
subject to (i) a four-year sales restriction,
(ii) approval by the Board, (iii) your 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.
(iv)
Relocation
. Dendrite will provide you
with relocation benefits in accordance with the terms and
conditions of the Dendrite International Domestic Relocation Policy
“the “Relocation Policy”). You will be provided
with a one-time lump sum miscellaneous allowance of $30,000 (minus
applicable taxes) to cover ancillary expenses associated with this
relocation. This lump sum is in lieu of the one-time miscellaneous
allowance equal to one month’s salary set forth in the
Relocation Policy. In the event that prior to your first
anniversary of your employment (i) you voluntarily terminate
your employment with Dendrite for any reason whatsoever, or
(ii) your employment is terminated by Dendrite for Cause, you
agree to pay to Dendrite within 90 days of the termination of your
employment all amounts paid to you or on your behalf associated
with your relocation. You authorize Dendrite to immediately offset
against and reduce an amounts otherwise due you for any amounts in
respect of your obligation to repay such amounts.
4.
TERMINATION:
SEVERANCE
(a)
Upon your termination of employment
by Dendrite for any reason other than termination by Dendrite for
Cause, Disability or upon your death, you shall solely be entitled
to (subject to any applicable off-sets) applicable payments and
benefits in Section 4(b), your base salary through the date of
your termination, and payment for any unused but accrued vacation
days through the date of termination.
(b)
If your employment hereunder is
terminated by Dendrite for any reason other than death, Cause, or
Disability, you 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
you as of the date of termination). The severance payments to be
paid to you under this Section 4(b) shall be referred to
herein as the “Severance Payment”. Your 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 your
employment. No interest shall accrue or be payable on or with
respect to any Severance Payment. In the event of a termination of
your employment described in this Section 4(b), you 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 you receive the Severance
Payment, your 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 you become re-employed with another
employer and become eligible to receive health coverage from such
employer, the payment of COBRA coverage by Dendrite as described
herein shall cease.
(c)
The following severance payment only
applies in the event of a Change in Control. If your employment
hereunder is terminated within the (1) year following a Change
in Control by you for Good Reason, you shall be entitled to receive
the severance payments and payment of
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COBRA coverage on the same terms and conditions
as set forth in Section 4(b) above. For purposes of
clarification, under no circumstances are you entitled to receive
payments under both Sections 4(b) and 4(c).
(d)
The making of any Severance Payments
under Sections 4(b) or 4(c) hereunder is conditioned upon
the signing of a general release in form and substance satisfactory
to Dendrite under which you release Dendrite and its affiliates
together with their respective officers, directors, shareholders,
employees, agents and successors and assigns from any and all
claims you may have against them. In the event you breach Sections
6, 7, 8, 9, 10, 11, or 12 of this Agreement, in addition to any
other remedies at law or in equity, Dendrite may cease making any
Severance Payment or any payments for COBRA coverage otherwise due
under Sections 4(b) or 4(c). Nothing herein shall affect
any of your obligations or Dendrite’s rights under this
Agreement.
(e)
In the event you terminate your
employment with Dendrite or Dendrite terminates your employment
with Dendrite for “Cause” or your employment ends as a
result of your death or becoming “Disabled,” it is
understood and agreed that Dendrites only obligation is to pay you
any unused but accrued vacation days and your base salary through
the date of your termination.
5.
BENEFITS
. Dendrite shall provide your:
(i)
Vacation . Twenty (20) days vacation per annum in
accordance with Dendrite policy in effect from time to time. For
calendar year 2004, you will be eligible for fifteen (15) days 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 you in connection with the
performance of his duties. Reimbursement will be made upon the
submission by you of appropriate documentation and verification of
the expenses.
(iii)
Other . Dendrite will provide you 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.
DENDRITE GENERAL
TERMS & CONDITIONS
OF EMPLOYMENT
6.
INFORMATION AND BUSINESS
OPPORTUNITY . During your employment with Dendrite, you 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. You 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 AND CLIENT
CONFIDENTIAL INFORMATION . You
will, as a result of your employment with Dendrite, acquire
information which is proprietary and confidential to Dendrite. This
information includes, but is not limited to, Dendrite’s
proprietary software, technical and commercial information,
instruction and product information, the design, “look and
feel” and
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capabilities of Dendrite’s product,
Dendrite’s proprietary training program methodology regarding
the utilization of electronic territory management software and
associated customer support services, Dendrite’s methodology
for promoting its products and services to its clients,
Dendrite’s proprietary Graphic User Interface, the
navigational paths though which Dendrite’s clients input and
access information stored in the proprietary software, the
particularized needs and demands of Dendrite’s clients and
the customizations Dendrite makes to its proprietary software to
meet those clients’ needs, 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, training guides and 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. In addition, Dendrite may, from
time to time, be furnished information and data which is
proprietary and confidential to its clients, customers or
suppliers. You agree to keep all confidential information of
Dendrite and it clients confidential and agree 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.
RETURN OF
PROPERTY . Upon
termination of employment for any reason or upon the request of
Dendrite, you shall return to Dendrite all property which you
received or prepared or helped prepare in connection with his
employment including, but not limited to, all copies of any
confidential information or materials, 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 you
will not retain any copies, duplicates, reproductions or excerpts
thereof.
9.
INVENTIONS
. All work performed by you and all materials,
products, deliverables, inventions, software, ideas, disclosures
and improvements, and copyrighted material made or conceived by
you, solely or jointly, in whole or in part, during your employment
with Dendrite shall be 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. You agree to give Dendrite or any person or entity
designated by Dendrite reasonable assistance required to perfect
its rights therein.
10.
RESTRICTION ON FUTURE
EMPLOYMENT . You
acknowledge: (i) the highly competitive nature of the business
and the industry in which Dendrite competes; (ii) as a Senior
Vice President, you will acquire and have access to confidential
information as described in Section 7, particularly highly
sensitive financial, sales, and marketing information,
(iii) that, as a key employee of Dendrite, you will
participate in the servicing of current clients and/or the
solicitation of prospective clients, through which, among other
things, you will obtain knowledge of the “know-how” and
business practices of Dendrite, in which matters Dendrite has a
substantial proprietary interest; and (iv) that your
employment hereunder requires the performance of services which are
special, unique, extraordinary and intellectual in character, and
your position with Dendrite places you in a position of confidence
and trust with the clients and employees of Dendrite. In the course
of your employment with Dendrite, you will develop a personal
relationship with the clients of Dendrite and a knowledge of those
client’s affairs and requirements, and that the relationship
of Dendrite with its established clientele will continue
be
