Exhibit 10.1                                                                                                 

October 14, 2014

Graham Miao

[ ]

[ ]

Dear Graham:

I am extremely pleased to offer you the position of Chief Financial Officer, Executive Vice President reporting to Nancy Lurker - Chief Executive Officer. Your start date will be October 20, 2014.

The attached term sheet contains all the details of your compensation and equity package, specifically related to: (1) salary; (2) annual incentive award; (3) long term incentive award target; (4) initial hiring awards; (5) health and welfare benefits.

Please understand that your employment with PDI is contingent upon: (a) the formal approval of the terms and conditions as stated in the attached term sheet by the Compensation Committee; (b) successful completion of all pre-employment screens; and (c) your execution of the PDI Non-Disclosure, Non-Competition, Non-Solicitation and Rights to Intellectual Property Agreement. This offer letter shall not be construed as a contract or guarantee of employment for any definite term, and your employment with PDI will be “at will”, which means either you or PDI may end the employment relationship at any time and for any reason or no reason, with or without notice.

I ask that you sign this offer letter, signifying your acceptance of the employment terms stated herein; and return it to me along with your agreement in the envelope provided.

Graham, we are truly delighted to extend this offer of employment. We believe that you will have a great opportunity to make a significant impact on the success of PDI.

Sincerely,

/s/ Jennifer Leonard

Jennifer Leonard

Senior Vice President

Human Resources

I herby accepted the terms of my employment with PDI as set forth herein:

/s/ Graham Miao                      Oct. 14, 2014

Graham Miao                          Date

cc: File

Morris Corporate Center 1, 300 Interpace Parkway, Parsippany, New Jersey 07054

Phone: 862.207.7800 Toll Free: 800.242.7494 www.pdi-inc.com

10/14/2014

PDI, Inc.

Final Term Sheet: Graham Miao

10/14/2014

PDI, Inc.

Final Term Sheet: Graham Miao

Exhibit 10.2

EMPLOYMENT SEPARATION AGREEMENT

This Employment Separation Agreement (the “Agreement”) is effective as of October 20, 2014, and is made by and between PDI, Inc. , a Delaware corporation (the “Company”), having its principal place of business at 300 Interpace Parkway, Parsippany, New Jersey 07054, and Graham G. Miao, MBA, Ph.D ., residing at [ ] (the “Executive”), collectively referred to as the “Parties,” pursuant to which the Parties agree:

1.      Employment.      In consideration of and conditioned upon the Executive’s execution of a Confidential Information, Non-Disclosure, Non-Solicitation, and Rights to Intellectual Property Agreement acceptable to the Company and substantially in the form attached hereto as Exhibit A, the Company will employ the Executive as Chief Financial Officer, Executive Vice President of the Company. The Parties acknowledge and agree that Executive’s employment with the Company is “at will” and that Executive’s employment may be terminated by Executive or the Company at any time, for any reason or for no reason.

of employment shall be determined in accordance with Code Section 409A and applicable guidance issued thereunder.

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses

eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.  Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant. 

3.      Other Compensation.

and/or Covenant Not to Compete Agreement most recently signed by Executive prior to the termination date for the period set forth therein.

7.      Definitions.

a.      Cause shall mean (i) the failure of Executive to use Executive’s best efforts in accordance with Executive’s position, skill and abilities to achieve Executive’s goals as periodically set by the Company and such failure shall not be cured by the Executive within thirty (30) days written notice from the Company to the Executive specifying such failure; (ii) the failure by Executive to comply with the following reasonable instructions of the Chief Executive Officer and/or the Company’s Board of Directors (the Board”); (iii) a material breach by Executive of any of the terms or conditions of this Agreement and such breach shall not be cured by the Executive within thirty (30) days written notice from the Company to the Executive specifying such failure; (iv) the failure by Executive to adhere to the Company’s documented policies and procedures; (v) breach by Executive of any Confidentiality, Non-Solicitation and/or Covenant Not to Compete signed by Executive; (vi) the failure of Executive to adhere to moral and ethical business principles consistent with the Company’s Code of Business Conduct and Guidelines on Corporate Governance as in effect from time to time; (vii) Executive’s conviction of a criminal offense (including the entry of a guilty or nolo contendere plea); (viii) any documented act of material dishonesty or fraud by the Executive in the commission of his or her duties; or (ix) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes-Oxley Act of 2002.

b.      Base Monthly Salary shall mean an amount equal to one-twelfth of Executive’s then current annual base salary. Base Monthly Salary shall not include incentives,

bonus(es), health and welfare benefits, car allowances, long term disability insurance or any other compensation or benefit provided to executive employees of the Company.

c.      Change of Control shall mean: (i) any merger by the Company into another corporation or corporations which results in the stockholders of the Company immediately prior to such transaction owning less than 51% of the surviving corporation; (ii) any acquisition (by purchase, lease or otherwise) of all or substantially all of the assets of the Company by any person, corporation or other entity or group thereof acting jointly; (iii) the acquisition of beneficial ownership of voting securities of the Company (defined as common stock of the Company or any securities having voting rights that the Company may issue in the future) or rights to acquire voting securities of the Company (defined as including, without limitation, securities that are convertible into voting securities of the Company (as defined above) and rights, options, warrants and other agreements or arrangements to acquire such voting securities) by any other person, corporation or other entity or group thereof acting jointly, in such amount or amounts as would permit such person, corporation or other entity or group thereof acting jointly to elect a majority of the members of the Board, as then constituted; or (iv) the acquisition of beneficial ownership, directly or indirectly, of voting securities and rights to acquire voting securities having voting power equal to 51% or more of the combined voting power of the Company’s then outstanding voting securities by any person, corporation or other entity or group thereof acting jointly. Notwithstanding the preceding sentence, any transaction that involves a mere change in identity, form or place of organization with the meaning of Section 368(a)(1)(F) of the Code, or a transaction of similar effect, shall not constitute a Change of Control.

d.      Good Reason Executive’s termination of employment with the Company shall be for Good Reason if (i) Executive notifies the Company in writing that one of the Good Reason Events (as defined in subparagraphs d. i. and ii. below) has occurred, which notice shall be provided within ninety (90) days after he or she first becomes aware of the occurrence of such Good Reason Event; (ii) the Company fails to cure such Good Reason Event within thirty (30)days after receipt of the written notice from Executive (the “Cure Period”); and (iii) Executive resigns employment within thirty (30) days following expiration of the Cure Period. For purposes of this Agreement, a “Good Reason Event” shall mean any of the following which occur without Executive’s consent:

i.      Prior to a Change of Control,

ii.      During the two (2) year period following any Change of Control,

e.      Code shall mean the Internal Revenue Code of 1986, as amended.

f.      Total Disability shall mean incapacity due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continued period of not less than twelve (12) months and prevents Executive from performing the essential functions of his position, with or without reasonable accommodation, for a period in excess of twelve (12) months.

Headings and titles herein are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

    

If to the Company:

President

PDI, Inc.

Morris Corporate Center 1

Building A

300 Interpace Parkway

Parsippany, NJ 07054

If to the Executive:

Graham G. Miao, MBA, Ph.D.

[ ]

[ ]

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

EXECUTIVE

By:     /s/ Graham G. Miao                                     

Graham G. Miao

PDI, INC.

By:     /s/ Nancy S. Lurker                                     

Nancy S. Lurker

Chief Executive Officer

Exhibit 10.3

THIS CONFIDENTIAL INFORMATION, NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION and RIGHTS TO INTELLECTUAL PROPERTY AGREEMENT (hereinafter the “Agreement”), dated as of the later of the signature dates below by and between Graham Miao , who currently resides at [ ] (“Employee”), and PDI, Inc. , a New Jersey corporation, having its principal place of business at Morris Corporate Center 1-Building A/B, 300 Interpace Parkway, Parsippany, New Jersey 07054 (“Employer” or “PDI”).

WHEREAS , Employer is about to employ Employee in a position of trust and confidence to aid Employer in its Business (as hereinafter defined);

WHEREAS , Employer desires to receive from Employee a covenant not to disclose certain information relating to Employer’s Business and certain other covenants;

WHEREAS , as a material inducement to Employer to employ Employee, and to pay the salary and other remuneration and provide benefits to Employee to be paid/provided by PDI, Employee has agreed to such covenants; and

WHEREAS , Employer and Employee desire to set forth, in writing, the terms and conditions of their agreements and understandings with respect to such covenants.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, agree as follows:

educators throughout the United States of America for the pharmaceutical industry, as well as nutritional, diagnostic and other healthcare providers which services also include research and development activities (the “Business”). The Business is highly competitive and specialized involving highly sensitive information.

If to Employer:          PDI, Inc.

Morris Corporate Center I

Building A/B

300 Interpace Parkway

Parsippany, New Jersey 07054

All notices shall be deemed to have been given upon receipt if delivered personally, or by recognized overnight courier, or five (5) days after mailing, if mailed.

methodology, processes, and/or know how, research and development activities, products, computer software and programs, marketing data, discounts and pricing, functional specifications and financial or business affairs of the Employer relating to services, clients, client lists, employees or employee compensation projections, plans/development, accounting and marketing studies or analysis, and information of third parties, which the Employer is required to maintain as confidential. Confidential Information shall not include any data or information that has been disclosed voluntarily to the public by the Employer (except when such public disclosure has been made by the Employee or some other person without authorization from the Employer), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful and legitimate means.

The Employee hereby expressly agrees that Confidential Information is the exclusive property of the Employer, to be held by the Employee in trust and solely for the Employer’s benefit and shall not be used by the Employee or disclosed by the Employee to others, either during or after the Employee’s employment, without the Employer’s advance written consent or except where required for the Employee to properly perform the Employee’s job duties for the Employer. This promise is binding on the Employee regardless of the reason(s) for the termination of the Employee’s employment. The Employee further agrees to comply with all rules, policies and procedures established by the Employer from time-to-time,

which are designed to protect and ensure the continued confidentiality of the Confidential Information.

Employee acknowledges and agrees that this list is not comprehensive and includes technological advancements in methods, devices and locations for storing and communicating data that could include Confidential Information covered by this provision. For this purpose, the Employee agrees that he/she has no expectation of privacy with respect to the various media and communications referred to above.

In connection with this Agreement, the Employee recognizes that all documents, files and property, which Employee has received and will receive from the Employer including, but not limited to, handbooks, memoranda, policy manuals, product specifications and other materials, with the exception of documents relating to benefits to which the Employee might be entitled to, following the termination of his/her employment with the Employer, are for the exclusive use of the Employer and employees discharging their responsibilities on behalf of the Employer, and that the Employee has no claim or right to the continued use, possession or custody of such material following the termination of his/her employment with Employer.

If Employee becomes legally compelled (by deposition, Interrogatory, request for documents, Subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Employee shall provide Employer with prompt written notice of such requirement so Employer may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Paragraph 5 of this Agreement. If such protective order or other remedy is not obtained, or Employer waives compliance with the provisions of this Paragraph 5, Employee agrees to furnish only that portion of the Confidential Information, which he/she is advised by written opinion of legal counsel is legally required and to exercise best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information.

inducement to employ Employee, Employee covenants and agrees that he/she will not, directly or indirectly, with or through any family member, or former director, officer or employee of Employer, or acting alone or as a member of a partnership or limited liability company, or as an officer of or investor in as much as five (5%) percent of any security of any class, director, employee, consultant or representative of any corporation or other business entity (i) at any time while engaged as an employee of the Employer, and for a period of 1 year following cessation as an employee for any reason, whether at the insistence of either the Employer or Employee, own, manage operate, control, consult with, or be employed by or with any person, firm, partnership, association, corporation or other business entity which competes with the Employer or performs services which are substantially similar to the Employer’s in the biopharmaceutical or medical devices and diagnosis industries (including, but not limited to provision of any dedicated sales teams, shared sales teams,clinical teams or any combination of teams) in any State in which the Employee worked, provided services or performed employment duties for the Employer during the Employee’s last 1 year of employment with the Employer or any commercialization provider serving the biopharmaceutical, medical devices and/or diagnostic industries that directly compete with a product or which Employee worked, performed services or performed employment duties for the Employer during the Employee’s last year of employment with the Employer.

hours, (ii) with the use of Employer’s time, materials or facilities or (iii) within one (1) year following the termination of Employee’s employment with Employer or otherwise attributable to Employee’s employment with Employer shall become and remain the exclusive property of the Employer. If any one or more of the aforementioned are deemed in any way to fall within the definition of “work made for hire,” as such term is defined in 17 U.S.C. §101, such work shall be considered a “work made for hire,” the copyright of which shall be owned solely by, or assigned or transferred completely and exclusively to Employer. At the request and expense of the Employer, the Employee shall cooperate with the Employer, in applying for, prosecuting, and obtaining patent, trademark, service mark, trade name and copyright registrations in the name of the Employer.

The Employee shall promptly disclose, grant and assign ownership to the Employer, for its sole use and benefit any and all inventions, improvements, information and copyrights (whether patentable or not), which he/she may develop, acquire, conceive or reduce to practice, while employed by the Employer (whether or not during usual working hours) together with all patent applications, letters, patent, copyrights and reissues thereof, that may at any time be granted for or upon any such invention, improvement or information; provided, however, that Employee shall own any invention, which Employee can demonstrate has no relationship to the Business, and which was neither conceived, nor made by use of any of the time, facilities or materials of the Employer. In connection therewith:

In the event that the Employer is unable to, after reasonable effort, secure the Employee’s signature on any document(s) needed to apply for or secure any copyright or patent, for any reason whatsoever, Employee hereby designates the Employer, and its duly authorized officers and agents, as Employee’s agent and attorney-in-fact to execute and file any such application(s), and to perform all other legally permitted acts to further the prosecution and issuance of copyrights and patents, or similar protection thereon, which shall have the same legal form and effect as if executed by Employee.

Employee hereby represents and warrants that Employee has fully described to Employer on Schedule A appended hereto any idea, invention, product, improvement, computer software program or other equipment or technology related to the Business of the Employer (“Inventions”), not covered in this Paragraph 8, which prior to his/her employment with the Employer, Employee conceived of or developed, wholly or in part, and in which Employee has any right, title or proprietary interest, and whether directly related to Employer’s Business, but which has not been published or filed with the United States Patent or Copyright offices or assigned or transferred to Employer. If there is no such Schedule A , Employee represents that Employee has

made no such Inventions at the time of signing this Agreement or Employee hereby assigns such Inventions to Employer.

With respect to this Paragraph 8, it is agreed and acknowledged that during the Employee’s employment, Employer may enter other lines of business, which are related or unrelated to its current line of business, in which case this Agreement would be expanded to cover such new lines of business.

In the event that the Employer gives written notice to the Employee that the Employer elects not to apply for a patent in a jurisdiction for an item above, which is patentable then Employee may, at his or her own cost and expense, apply for a patent therefor inhisor her own name in such jurisdiction.

h rights shall be cumulative, and in addition to any other rights or remedies to which the Employer may be entitled hereunder or now or hereafter existing in law or equity. No delay or omission by a party hereto in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof.

This Agreement, together with its attachment and any other collateral agreements executed in connection herewith contain the entire agreement between the Employer and Employee with respect to the restrictive covenants set forth in Paragraphs 5 through 8hereof and supersedes all prior agreements, written or oral, with respect thereto. This Agreement cannot be changed, modified, extended or terminated, except upon written amendment executed by Employee and executed on the Employer’s behalf by a duly authorized officer.

Nothing in this Agreement shall be construed as giving the Employee any right to be retained by the Employer, or as changing or modifying the “at will” nature of the Employee’s

employment with the Employer. This means that the Employee’s employment with the Employer may be terminated, at any time by either party, without notice or reason.

Any and all service of process and any other notice in any such claim shall be effective against any party if given personally or by registered mail, return receipt requested, mailed to such party as provided herein. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

Exhibit 10.4

FORM OF

PDI, INC.

2004 STOCK AWARD AND INCENTIVE PLAN

RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT

This RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT (this “Agreement") is made and entered into as of October 20, 2014 (the “Grant Date”), by and between PDI, Inc. (the “Company”) and Graham Miao (the “Participant”).

WHEREAS, to induce the Participant to join the Company and to align the Participant’s financial interests with those of the Company’s stockholders, the Board has approved this grant of restricted stock units, subject to the restrictions and on the terms and conditions contained in this Agreement; and

WHEREAS, this grant is intended to constitute a non-plan based “inducement grant,” as described in the NASDAQ Listing Rule 5635(c)(4).

NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

1. Grant of Restricted Stock Units . The Participant is hereby granted 41,899 restricted stock units (the “Restricted Stock Units”), subject to all of the terms and conditions of this Agreement. The Company maintains the PDI, Inc. 2004 Stock Award and Incentive Plan (the “Plan”). This award is not awarded pursuant to the Plan, but rather is intended to constitute a non-plan based “inducement grant.” Nonetheless, the terms and provisions of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein, as if this award was granted pursuant to the Plan. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein.No Dividend Equivalents shall be paid to the Participant with respect to the Restricted Stock Units.

2. Vesting and Forfeiture of Units . All Restricted Stock Units shall be unvested unless and until they become vested and nonforfeitable in accordance with this Section 2. Except as otherwise provided below, all Restricted Stock Units granted hereunder shall vest on the third anniversary of the Grant Date (the “Vesting Date”), provided that the Participant is employed by the Company or any of its affiliates on such date. Notwithstanding the foregoing provisions of this Section 2, all of the Restricted Stock Units that have not otherwise vested in accordance with the foregoing provisions of this Section 2 shall become vested and nonforfeitable in accordance with the following:

Any Restricted Stock Units that are not otherwise vested and nonforfeitable upon the Participant’s termination of employment with the Company and its affiliates shall be immediately forfeited and the Participant shall have no further rights to, under or with respect to such Restricted Stock Units.

3. Settlement . Restricted Stock Units that have become vested in accordance with Section 2shall be settled as of the “Settlement Date” which is the earliest of (a) the Vesting Date, (b) the date on which a Change in Control occurs, or (c) the date of the Participant’s termination of employment with the Company and its affiliates pursuant to Sections 2(a) or (c) hereof; provided, however, that if the Participant will or could satisfy the Retirement Conditions at any time prior to the Vesting Date, settlement of the Participant’s Restricted Stock Units shall occur on the date of the Change in Control only if the Change in Control constitutes a change in control event within the meaning of section 409A of the Code. Settlement of the vested Restricted Stock Units on the Settlement Date shall be made in the form of shares of Stock (with one share of Stock distributed for each vested Restricted Stock Unit and cash equal in value to any fractional Restricted Stock Unit) registered in the name of the Participant. The shares of Stock distributed in settlement of the Restricted Stock Units will be evidenced by stock certificates which shall be delivered to Participant.

4. Restrictions on Transfer . The Participant may not sell, assign, pledge or transfer, other than by the laws of descent or distribution, his or her Restricted Stock Units or any rights under or with respect to the Restricted Stock Units.

5. Rights as a Stockholder . The Participant shall not be a stockholder of the Company until the shares of Stock issued in settlement of the Restricted Stock Units are registered in his or her name in accordance with the terms of this Agreement.

6. Notices . Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Company at its principal offices, to the Participant at the Participant’s address as last known by the Company or, in either case, such other address as one party may designate in writing to the other.

7. Securities Laws Requirements . The Company may require as a condition of distribution of any shares of Stock in settlement of the Restricted Stock Units that the Participant furnish a written representation that he or she is holding the shares of Stock for investment and not with a view to resale or distribution to the public.

8. Protections Against Violations of Agreement . No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of,

or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement shall be valid. The Restricted Share Units do not constitute shares of Stock unless and until the shares of Stock issued in settlement of the Restricted Stock Units are registered in his or her name in accordance with the terms of this Agreement and the Participant shall not, as a result of this Agreement, be a stockholder of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

9. Taxes . The Participant understands that he or she (and not the Company) shall be responsible for any tax obligations that may arise as a result of the transactions contemplated by this Agreement and shall pay to the Company the amount determined by the Company to be such tax obligation at the time such tax obligation arises. If the Participant fails to make such payment, the number of shares of Stock necessary to satisfy the tax obligations shall be withheld from any distribution in settlement of Restricted Stock Units and shall be used to satisfy the Participant’s tax obligations. Without limiting the generality of the foregoing, (a) the Company has the right to withhold any shares of Stock to satisfy any applicable withholding taxes required by law, to the extent that the Company determines it is required to do so by law, and (b) the Participant agrees to pay to the Company (and hereby authorizes the Company to withhold from other amounts that are otherwise payable to him or her from the Company if he or she fails to make such payment) the amount of the Participant’s portion of any required employment taxes (e.g., FICA and Medicare taxes) that are due upon the vesting of all or any portion of the Restricted Stock Units, which payment shall be made at such time specified by the Company in order to enable the Company to meet its legal obligations with respect to such payments.

10. Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11. Governing Law . This Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws.

12. Amendments . Except as provided in Section 16, this Agreement may be amended or modified at any time only by an instrument in writing signed by each of the parties hereto.

13. Survival of Terms . This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

14. Agreement Not a Contract for Services . Neither the grant of Restricted Stock Units, this Agreement nor any other action taken pursuant to this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee or consultant of the Company for any period of time or at any specific rate of compensation.

15. Severability . If a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be over broad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

16. Special Section 409A Rules . Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to section 409A of the Code, and if such payment

or benefit is to be paid or provided on account of the Participant’s termination of employment (or other separation from service):

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, effective as of the date first noted above.

PDI, INC.                          PARTICIPANT

        

___________________________              ___________________________

Jennifer Leonard                      Graham Miao

SVP, HR& IT

Exhibit 10.5

FORM OF

PDI, INC.

STOCK APPRECIATION RIGHTS (“SARs”)

INDUCEMENT AGREEMENT FOR

Graham Miao

October 20, 2014

This Stock Appreciation Rights (“SAR”) Inducement Agreement (the "Agreement") is made as of October 20, 2014 (the "Date of Grant") between PDI, Inc., a New Jersey corporation, (the "Company"), and Graham Miao (the "Recipient"), an employee of the Company.

In order to induce the Recipient to join the Company and to align the Recipient’s financial interests with those of the Company’s stockholders, the Board has approved this SAR award, subject to the restrictions and on the terms and conditions contained in this Agreement. This grant is intended to constitute a non-plan based “inducement grant,” as described in the NASDAQ Listing Rule 5635(c)(4).

The Company maintains the PDI, Inc. 2004 Stock Award and Incentive Plan (the “Plan”). This award is not awarded pursuant to the Plan, but rather is intended to constitute a non-plan based “inducement grant.” Nonetheless, the terms and provisions of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein, as if this award was granted pursuant to the Plan. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein.

Section 1 . Stock Appreciation Rights Award . The Company grants to the Recipient, on the terms and conditions hereinafter set forth, the right to receive the Appreciation in Value of 117,187 shares of the Company's Common Stock (the "SAR Shares"). For purposes of this Agreement, “Appreciation in Value” shall mean the difference between the Fair Market Value of each SAR share as of the Date of Grant ($1.79) and the Fair Market Value of each SAR share on the date the Recipient exercises such SAR.

Section 2 . Vesting of SARs . Subject to Sections 4 and 5 hereof, the SARs shall vest in three (3) equal annual installments commencing as of the Date of Grant in accordance with the vesting schedule below.

Section 3 . SAR Term . Subject to the provisions of Section 5 of this Agreement, the SARs that become vested pursuant to Section 2 hereof may be exercised at any time during the SAR Term. For purposes of this Agreement, the SAR Term expires on the date which is five (5) years after the Date of Grant, or October 20, 2019. Upon the expiration of the SAR Term, any vested and unexercised SARs shall be cancelled and no longer exercisable, and shall be of no further force or effect.

Section 4 . SAR Exercise. Subject to the provisions of Section 5 hereof, you may inform the Company of your intention to exercise any portion (or all) of your vested SARs at any time prior to the expiration of the SAR Term by submitting the appropriate SAR exercise form to the Company. The SAR exercise form must be provided to the Company at least three (3) business days prior to the proposed exercise date, and

must: (i) state the number of SARs desired to be exercised; (ii) in the event that the SARs shall be exercised by any person other than the Recipient hereof, include appropriate proof of the right of such person to exercise the SAR; and (iii) comply with such further requirements consistent with the Plan as the Board or the Committee may from time to time prescribe. No exercise of any SARs will be effective until the appropriate and completed SAR exercise form is received and processed in the ordinary course by the Company.

Upon exercise, you will receive the Appreciation in Value in your exercised SAR Shares, determined as of the Exercise Date, in the appropriate number of unrestricted shares of Company common stock, subject to all applicable federal and state income tax and other appropriate deductions. You are responsible for the payment of all federal, state and local income taxes and other appropriate deductions associated with any SAR exercise, and the Company reserves the right to postpone the transfer of any common stock shares payable as a result of your SAR exercise until such amounts are paid. Nothing in this Agreement shall permit a participant to receive payment in any form other than shares of Company common stock, including cash. Subject to the above provisions, the Company common stock shares payable upon the exercise of SAR Shares shall be paid as soon as practicable following the exercise date; provided, however, that the Company may delay the issuance of such common stock shares to the extent necessary to comply with applicable federal and/or state laws and securities registration/ownership requirements.

Section 5 . Termination of Service . If Recipient's service as an employee of the Company is terminated prior to any applicable vesting date as provided in Section 2 hereof for any reason, the Recipient shall: (i) immediately forfeit his interest in any SARs that have not yet become vested, which shall be cancelled and be of no further force or effect, and (ii) retain the right to exercise any SARs that have previously become vested until the expiration of thirty (30) days after the effective date of such termination of service; provided, however, that in the event such termination of service is as a result of the Recipient’s Retirement or total and permanent disability (in accordance with the provisions of the Plan), the period during which an Recipient may exercise his or her vested SARs shall continue until the expiration of ninety (90) days after the date of employment termination. If the participant’s employment terminates as a result of his or her death, (or if the participant should die after terminating his or her employment but prior to the expiration of the above referenced thirty (30) or ninety (90) day exercise period, as appropriate) the representative of the participant’s estate shall have one (1) year from the employment termination date to exercise the participant’s vested SARs.

Section 6 . No Rights as Stockholder or Employee .

(a) The Recipient shall not have any rights and privileges of a stockholder of the Company with respect to any SARs, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which shares of Common Stock are entitled with respect to any such SARs.

(b) Nothing in this Agreement shall confer upon the Recipient any right to continue as an employee of the Company or to interfere in any way with the right of the Company to terminate the Recipient's employment at any time to the same extent as such right may exist in the absence of this Agreement.

Section 7 . Adjustments . If at any time while any SARs are outstanding, the number of outstanding shares of Common Stock is changed by reason of any events described in the Plan, the number of SAR Shares granted under this Agreement, and any and all rights with regard to same, may be adjusted in accordance with the provisions of the Plan, in the sole discretion of the Company or its duly authorized designee.

Section 8 . Restriction on Transfer of SAR Shares . No SAR Shares (or the option to exercise same) may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Recipient, except to the Company upon termination of the Recipient’s employment as provided for in the Plan. In the event a Recipient becomes legally incapacitated and terminates his or her employment, his SARs shall be exercisable by his or her legal guardian, committee or legal representative, in accordance with the provisions of Section 5 hereof. If the Recipient dies, the SAR shall thereafter be exercisable by the Recipient's

designated beneficiary or, absent such a designation, by the executors or administrators of Recipient’s estate, in accordance with Section 5 hereof. Any attempted assignment, transfer, pledge, hypothecation or other disposition of any SAR Shares (or rights to exercise same) contrary to the provisions hereof, or the levy of any execution, attachment or similar process upon such SAR Shares, shall be null and void and without effect.

Section 9 . Notices . Any notice hereunder by the Recipient shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof at the Company's office at Morris Corporate Center 1, Building A, 300 Interpace Parkway, Parsippany, NJ 07054, Attn: Human Resource Department, or at such other address as the Company may designate by notice to the Recipient. Any notice hereunder by the Company shall be given to the Recipient in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Recipient may have on file with the Company.

Section 10 . Construction . The construction of this Agreement is vested in the Board or the Committee, as applicable, and their respective construction shall be final and conclusive.

Section 11 . Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey, without giving effect to the choice of law principles thereof.

Grant Date: October 20, 2014              PDI, Inc.

By:                  

Name:      _____ Jennifer Leonard             

RECIPIENT

Signature:                 

Print Name:      Graham Miao