Exhibit 10.15


    EXHIBIT
      10.15

     

    
 

    EMPLOYMENT
      SEPARATION AGREEMENT

    


    PDI,
      Inc., a Delaware corporation (the “Company”), having its principal place of
      business at 1 Route 17 South, Saddle River, New Jersey 07458, and Kevin Connolly
      (the “Executive”), agree:

    


    1. Employment. The
      Company hereby employs the Executive as EVP-General Manager commencing on June
      1, 2005 which employment shall terminate upon reasonable notice by either party,
      for any reason. Executive
      understands and agrees that his employment with the Company is at will and
      can
      be terminated by either party, with or without notice, and for any or no
      reason.

    


    2. Termination
      Benefits. 

    


    a. In
      further consideration for Executive’s agreement to execute the PDI
      Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the
      “Confidentiality Agreement”), the Company agrees that if it terminates the
      Executive’s employment on or before May 31, 2007: (i) without cause; (ii) due to
      a change in market conditions; or (iii) in connection with a Change of Control
      (as defined below) or the Executive terminates his employment due to the
      occurrence of any of the conditions described in Section 2b. below in connection
      with a Change of Control, the Executive shall be paid a lump sum payment equal
      to the product of twelve (12) times his Base Monthly Salary (as defined below),
      subject to withholding for applicable federal, state and local income and
      employment related taxes (the “Severance Payment”), and the Company will
      accelerate the vesting of all equity based compensation, including but not
      limited to any stock grant, option or other form of compensation, so that all
      such compensation is fully vested and exercisable upon separation through the
      end of 12 months from separation. The Company will amend any applicable plan
      to
      effectuate this agreement or, if legally prohibited, will pay the monetary
      value
      of such compensation; provided the Executive executes and does not revoke the
      PDI Agreement and General Release given to him upon termination. The Executive
      shall continue to be bound by the confidentiality, non-solicitation,
      non-competition and other provisions set forth in the Confidentiality Agreement
      for the periods set forth therein. 

    


    No
      termination benefits will be paid if the Executive resigns or terminates his
      employment for any reason other than for reasons set forth in Section 2(b)
      below, or the Company terminates the Executive’s employment for Cause (as
      defined below) as determined by the Chief Executive Officer, the President
      or
      the Board of Directors (the “Board”) of the Company.

    


    b. Subject
      to the terms and conditions set forth in Section 2a. above, the Executive shall
      be entitled to a Severance Payment if he terminates his employment within two
      years following the occurrence of a Change in Control because (i) the Executive
      suffers a material adverse change in his status, title, position or
      responsibilities; (ii) the Executive suffers a reduction in his annual base
      salary; (iii) the Executive suffers a reduction in long term or deferred
      compensation or other incentive opportunities; or (iv) the Executive suffers
      a
      material adverse change in his working conditions; provided, however, that
      with
      respect to items (i) through (iv) above, within 30 days of written notice by
      the
      Executive, the Company has not cured, or commenced to cure, such adverse change,
      reduction or breach.

     

    3. Definitions.

     

    a. Cause
      shall
      mean (1) the willful failure or refusal to perform lawful directives of the
      Company; (2) a willful violation of the Company’s policies and procedures that
      has a material adverse impact upon the Company; (3) the willful failure to
      adhere to moral and ethical business principles; (4) Executive's conviction
      of a
      felony, or a misdemeanor involving fraud or dishonesty (including entry of
      a
nolo
      contendere
      plea);
      or (5) any act of dishonesty or fraud in the commission of his duties,
      provided, however; that as to items (1) and (3) above, the Company will provide
      thirty (30) days advance written notice and an opportunity for Executive to
      cure
      such alleged breach.

    


    b. Base
      Monthly Salary
      shall
      mean an amount equal to one-twelfth of the sum of the 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 employees of the Company at the
      executive level.

    


    c. Change
      of Control
      shall
      mean (1) 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 55% of the surviving corporation; (2) 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; (3) the acquisition of beneficial ownership, directly
      or
      indirectly, 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) and 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
      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 (4) the acquisition of beneficial ownership, directly
      or
      indirectly, of voting securities and rights to acquire voting securities having
      voting power equal to 25% 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 unless such acquisition as is described in this
      part (4) is ex-pressly approved by resolution of the Board passed upon
      affirmative vote of not less than a majority of the Board and adopted at a
      meeting of the Board held not later than the date of the next regularly
      scheduled or special meeting held following the date the Company obtains actual
      knowledge of such acquisition (which approval may be limited in purpose and
      effect solely to affecting the rights of Executive under this Employment
      Separation Agreement (this “Agreement”). Notwithstanding the preceding sentence,
      (i) any transaction that involves a mere change in identity form or place of
      organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue
      Code of 1986, as amended, or a transaction of similar effect, shall not
      constitute a Change in Control.

    


    4.  Integration;
      Amendment; Assignment.
      This
      Agreement and the Confidentiality Agreement constitute the entire agreement
      between the parties hereto with respect to the matters set forth herein and
      supersede and render of no force and effect all prior understandings and
      agreements between the parties with respect to the matters set forth herein.
      No
      amendments or additions to this Agreement or the Confidentiality Agreement
      shall
      be binding unless in writing and signed by both parties. This agreement shall
      be
      binding upon the Company’s successors and assigns and Executive shall be able to
      enforce this Agreement as to the Company’s successors and assigns.

    


    5.  Governing
      Law; Headings.
      This
      Agreement and its construction, performance and enforceability shall be governed
      by, and construed in accordance with, the laws of the State of New Jersey,
      without regard to its conflicts of law provisions. Headings and titles herein
      are included solely for convenience and shall not affect, or be used in
      connection with, the interpretation of this Agreement.

    


    6.  Jurisdiction.
      Except
      as otherwise provided for herein, each of the parties (a) irrevocably submits
      to
      the exclusive jurisdiction of any state court sitting in Bergen County, New
      Jersey or federal court sitting in New Jersey in any action or proceeding
      arising out of or relating to this Agreement; (b) agrees that all claims in
      respect of the action or proceeding may be heard and determined in any such
      court; (c) agrees not to bring any action or proceeding arising out of or
      relating to this Agreement in any other court; and (d) waives any right such
      party may have to a trial by jury with respect to any action or proceeding
      arising out of or relating to this Agreement. Each of the parties waives any
      defense of inconvenient forum to the maintenance of any action or proceedings
      so
      brought and waives any bond, surety or other security that might be required
      of
      any other party with respect thereto. Any party may make service on another
      party by sending or delivering a copy of the process to the party to be served
      at the address set forth above or such updated address as may be provided to
      the
      other party. Nothing in this Section 6, however, shall affect the right of
      any
      party to serve legal process in any other manner permitted by law.

    


    


    


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

    


    


    EXECUTIVE

    


    


    ____/s/
      Kevin
      Connolly_____

    Kevin
      Connolly

    


    


    Dated:
      ___5/23/05____________

    


    


    PDI,
      INC.

    


    


    By:
      ____/s/ Charles T. Saldarini______________
      

    Charles
      T. Saldarini

    Vice
      Chairman and Chief Executive Officer

    


    


    Dated:
      _________________________________