Exhibit 10.67
[Dendrite Logo]
1405 US Highway 206, Bedminster, NJ
07921 USA
September 19, 2006
James Young
[ADDRESS]
Dear Jim,
We would like to confirm the terms
and conditions of your employment with Dendrite International, Inc.
(“Dendrite”).
SPECIFIC TERMS & CONDITIONS
OF EMPLOYMENT
1.
DUTIES/TERM . You
will be employed as SVP and Chief Human Resources Officer initially
reporting to Joe Ripp . You shall (i) perform those duties
as may from time to time be assigned to you by Dendrite or its
affiliates; (ii) devote your full-time attention and best efforts
solely and exclusively to the duties assigned to you; and (iii)
comply with all existing Dendrite rules, regulations, policies and
directives and those which may be established from time to time.
Your employment will be at-will and may be terminated at any time
for any reason with or without cause by Dendrite. You agree to
provide two (2) weeks notice to Dendrite before terminating your
employment.
2.
COMPENSATION .
(a)
Base Salary . Dendrite shall pay you for your services an
initial base salary at a rate of $250,000 per annum to be paid on a
semi-monthly basis in accordance with Dendrite’s regular
payroll practices. Any salary increases will be evaluated no less
frequently than on the anniversary date of your employment,
provided this in no way guarantees you any salary
increase.
(b)
Bonus . You will be eligible to receive an annual
discretionary bonus (the “Bonus”) with an initial
target of $150,000. Bonus eligibility shall be determined and paid
in accordance with Dendrite’s applicable incentive
compensation policy in effect for senior executives. They payment
of any Bonus is subject to: (a) Dendrite’s achievement of
quarterly and annual financial goals as set forth in the Board
approved annual business plan, (b) such other objectives as may be
determined by Dendrite from
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time to time, (c) you remaining in
the employ of Dendrite as of the time of payment of any such Bonus,
and (d) the terms and conditions of the applicable incentive
compensation plan in effect from time to time. Your target for a
discretionary bonus will be reviewed and determined on an annual
basis by Dendrite. Nothwithstanding the foregoing, the Company
shall pay you a 2006 bonus calculated as follows: $150,000 times a
fraction the numerator of which is the number of days you are
employed by Dendrite in 2006 and the denominator of which is 365,
provided that you are employed by Dendrite and have not given
notice of your resignation on the date that Dendrite pays such 2006
Bonus. In addition, notwithstanding the foregoing, the Company
shall pay you a minimum $75,000 bonus for 2007, provided that you
are employed by Dendrite and have not given notice of your
resignation on the date that Dendrite pays such a 2007 Bonus.
Bonuses shall be paid no later than March 31 of the following
year.
(c)
Stock Options . Pursuant to the Dendrite’s New Hire
Stock Plan (the “Stock Plan”), upon the execution of
this Agreement, you shall be eligible to receive non-qualified
options to purchase 60,000 shares of the common stock of Dendrite.
The price for such options shall be determined by the Compensation
Committee of the Board, subject to the terms and conditions of the
Stock Plan. You will be eligible for subsequent discretionary
option grants at times that other senior executives are eligible
for such grants. Your entitlement to any options shall be subject
to (i) a four-year vesting schedule, (ii) approval by the Board,
(ii) 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.
(d)
Sign-On Bonus . You will also receive a sign-on bonus of
$50,000, payable within thirty (30) days of your start date. In the
event that prior to the 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 an amount equal to (i) the
sign-on bonus multiplied by (ii) a fraction, the numerator of which
is 365 minus the number of days that you are employed by Dendrite
and the denominator of which is 365. You authorize Dendrite to
immediately offset against and reduce any amounts otherwise due you
for any amounts in respect of your obligation to repay the sign-on
bonus. The foregoing shall not apply in the event of a Change in
Control (as defined in Exhibit A).
3.
BENEFITS .
Dendrite shall provide
you:
(a)
Vacation . Four (4) weeks vacation per annum in accordance
with Dendrite policy in effect from time to time.
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(b)
Business Expenses
. Reimbursement for reasonable
travel, entertainment and other reasonable and necessary
out-of-pocket expenses incurred by you in connection with the
performance of your duties in accordance with Dendrite policy in
effect from time to time.
(c)
Retirement Benefits
. Retirement benefits to the same
extent as may be provided to other similarly situated senior
executives in accordance with Dendrite policy then in effect and
subject to the terms and conditions of any such benefits
plans.
(d)
Other . Other benefits to the same extent as may be
provided to other senior executives in accordance with the Dendrite
policy in effect from time to time and subject to the terms and
conditions of such benefit plans. For the avoidance of doubt,
Dendrite shall not, at this time, reimburse you for any commuting
or relocation expenses.
4.
SEVERANCE .
(a)
If your employment hereunder is terminated by Dendrite for any
reason other than termination by Dendrite for Cause (as defined in
Exhibit A), Disability (as defined in Exhibit A) or upon your
death, you shall solely be entitled to (subject to any applicable
off-sets) applicable payments and benefits in Section 4(b) or 4(c)
and your base salary through the date of your
termination.
(b)
If your employment hereunder is terminated by Dendrite for any
reason other than death, Cause (as defined in Exhibit A), or
Disability (as defined in Exhibit A), you shall be entitled to
receive severance payments of your monthly base salary for 12
months following your employment termination (calculated at the
rate of base salary then being paid to you as of the date of
termination) and your Final Annual Target Bonus (as defined below
in Section 4(f)). The severance payments to be paid to you under
this Section 4(b) shall be referred to herein as the
“Severance Payment.” The Severance Payment shall be
paid to you in twelve consecutive equal monthly payments commencing
in the payroll period following the date you sign the separation
agreement described in Section 4(e) below. 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 health plan. 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 plan. Nothwithstanding 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. You agree to notify Dendrite of any full-time
employment that you begin while receiving the Severance
Payment.
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(c)
The following severance payment only applies in the event of a
Change in Control (as defined in Exhibit A). If, within the one (1)
year period following a Change in Control, your employment
hereunder (i) is terminated by Dendrite or its successor for any
reason other than Cause or Disability, or as a result of your
death, or (ii) voluntarily by you with Good Reason (as defined in
Exhibit A), then you shall be entitled to receive a severance
payment equal to the sum of twenty-four (24) months base salary
(calculated at the rate of base salary then being paid to you as of
the date of termination) plus two (2) times your Final Annual
Target Bonus (as defined below in Section 4(f)). The severance
payments to be paid to you under this Section 4(c) shall be
referred to as the “Change in Control Severance
Payment.” Your Change in Control Severance Payment shall be
paid to you in a lump-sum no later than twenty (20) days after the
date you sign the separation agreement described in Section 4(e)
below. 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 your employment described in this Section 4(c), you
shall be provided continued “COBRA” coverage pursuant
to Sections 601 et seq. of ERISA (or COBRA-like coverage if COBRA
does not or would no longer apply) under Dendrite’s group
health plan for the twenty-four (24) month period commencing on the
date of termination of employment. During the period in which you
receive such coverage, your cost of coverage shall be the same as
the amount paid by employees of Dendrite for the same coverage
under Dendrite’s group health plan. 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. You agree to notify Dendrite of any full-time
employment that you begin while receiving the Change in Control
Severance Payment. In the event of a Change in Control, all equity
awards and stock options then granted to you by Dendrite will
immediately vest and all sales restrictions will be
lifted.
(d)
For purposes of clarification, under no circumstances are you
entitled to receive payments under both Sections 4(b) and 4(c), and
you will not be entitled to any other severance payments from
Dendrite.
(e)
The making of any Severance Payments or Change in Control Severance
Payments, and the provision of benefits 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 any
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provisions of Sections 1 through 6
of the General Terms and Conditions of Employment of this
Agreement, in addition to any other remedies at law or in equity,
Dendrite may cease making any Severance Payment, Change in Control
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.
(f)
Final Annual Target Bonus means the annual target bonus established
for you in the fiscal year in which your employment terminates, or,
if the annual target bonus has not been established for you in such
fiscal year, then the annual target bonus for the prior fiscal year
shall be used; provided that , in connection with a Change
in Control Severance Payment, in no event shall the Final Annual
Target Bonus be less than the annual target bonus most recently
established for you prior to the occurrence of the Change in
Control.
(g)
Nothwithstanding the foregoing, any payments under this Section 4
may be delayed, for no more than six (6) months following
termination of your employment, pursuant to Section 409A of the
Internal Revenue Code (the “Code”), and, to the extent
such severance payment shall accrue from the date otherwise
scheduled for such payment under the terms of this agreement until
the date of actual payment at an annual rate of six percent
(6%).
Please sign where indicated below to
acknowledge your agreement to the Specific Terms and Conditions
(“Special Terms”) set forth above and the General Terms
and Conditions of Employment attached hereto (“General
Terms”), both of which together shall form the terms and
conditions of your employment (the
“Agreement”).
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Sincerely,
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/s/ Christine A. Pellizzari
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Christine A. Pellizzari
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Senior Vice President, General
Counsel
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and Secretary
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Accepted and agreed to:
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/s/ James Young
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James Young
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Date:
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9/26/2006
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5
DENDRITE INTERNATIONAL,
INC.
GENERAL TERMS & CONDITIONS OF
EMPLOYMENT
(together with the Specific Terms
and Conditions of Employment, the
“Agreement”)
1.
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.
2.
DENDRITE AND CLIENT CONFIDENTIAL INFORMATION .
As a result of your employment with
Dendrite, you will acquire information which is proprietary and
confidential to Dendrite and its affiliates. 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
capabilities of Dendrite’s product, Dendrite’s
proprietary training program methodology regarding the utilization
of electronic territory management software and associated client
support services, Dendrite’s methodology for prompting its
products and services to its clients, Dendrite’s proprietary
Graphic User Interface, the navigational paths through 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 be furnished information and data which is proprietary and
confidential to its clients, partners, suppliers and other third
parties (“Third Parties”). You agree to use the
confidential information of Dendrite and Third Parties solely
during and in furtherance of your employment with Dendrite. You
agree to keep all such information confidential and agree not to
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.
3.
RETURN OF PROPERTY . Upon termination of employment for any reason or
upon the request of Dendrite, you shall fully account for and
return to Dendrite all property which you received, prepared or
helped prepare in connection with your employment including, but
not limited to, all copies of any confidential information or
records, data, materials, disks, notes, notebooks, blueprints,
client lists or other papers or material in any tangible media or
computer readable form belonging to Dendrite or to any of its
clients, partners and suppliers. You will not retain any copies,
duplicates, reproductions or excerpts thereof.
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4.
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
