PDI,
INC.


2004
STOCK AWARD AND INCENTIVE PLAN


RESTRICTED
STOCK UNIT AGREEMENT





This
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement") is made and entered into as
of _____ __, 200_ (the “Grant Date”), by and between PDI, Inc. (the “Company”)
and _______________ (the “Participant”).





WHEREAS,
the Company maintains the 2004 Stock Award and Incentive Plan (the “Plan”);
and





WHEREAS,
the Compensation Committee of the Board of Directors of the Company has approved
the grant of restricted stock units pursuant to the Plan to the Participant on
the terms and conditions set forth herein;





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





1.  Defined
Terms.  Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Plan.




2.  Grant of Restricted Stock
Units.  The Participant is hereby granted _____ restricted
stock units (the “Restricted Stock Units”) under the Plan, subject to all of the
terms and conditions of this Agreement and the Plan.  The Award
evidenced by this Agreement will constitute a Deferred Stock award for purposes
of the Plan.  No Dividend Equivalents shall be paid to the Participant
with respect to the Restricted Stock Units.




3.  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
3.  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 3, all of the Restricted Stock Units that have not
otherwise vested in accordance with the foregoing provisions of this Section 3
shall become vested and nonforfeitable in accordance with the
following:




(a)
            Death
      or Permanent Disability.  The Restricted Stock Units
      shall become fully vested and nonforfeitable upon the Participant’s
      termination of employment with the Company and its affiliates prior to the
      Vesting Date if the Participant’s employment with the Company and its
      affiliates terminates on account of his or her death or Permanent
      Disability.  For purposes of this Agreement, “Permanent
      Disability” shall mean a disability which, in the opinion of a physician
      designated by the Company, permanently prevents the Participant from being
      able to render services to the Company or any of its
      affiliates.







Change in
Control.The Restricted
Stock Units shall become fully vested and nonforfeitable upon a Change in
Control that occurs prior to the Vesting Date.


(b)
            Retirement.  The
      Restricted Stock Units shall become fully vested and nonforfeitable upon
      the Participant’s Retirement prior to the Vesting Date.  For
      purposes of this Agreement, “Retirement” shall mean the Participant’s
      voluntary termination of his or her employment with the Company and its
      affiliates after he or she satisfies the Retirement
      Conditions.  The “Retirement Conditions” are that the
      Participant has attained age 62 and has been continuously employed by the
      Company and its affiliates for at least two (2)
  years.




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.




4.  Settlement.  Restricted
Stock Units that have become vested in accordance with Section 3 shall 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 3(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.




5.  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.




6.  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.




7.  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.




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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 17, 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.




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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.


14.  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.




15.  Plan.  The
Restricted Stock Units are granted pursuant to the Plan, and the Restricted
Stock Units and this Agreement are in all respects governed by the Plan and
subject to all of the terms and provisions thereof, whether such terms and
provisions are incorporated in this Agreement by reference or are expressly
cited.




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):




(a)
            and
      if the Participant is a specified employee (within the meaning of section
      409A(a)(2)(B) of the Code) and if any such payment or benefit is required
      to be made or provided prior to the first day of the seventh month
      following the Participant’s separation from service or termination of
      employment, such payment or benefit shall be delayed until the first day
      of the seventh month following the Participant’s separation from service;
      and




(b)
            the
      determination as to whether the Participant has had a termination of
      employment (or separation from service) shall be made in accordance with
      the provisions of section 409A of the Code and the guidance issued
      thereunder without application of any alternative levels of reductions of
      bona fide services permitted
thereunder.




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





PDI,
INC.                                                                                     PARTICIPANT











___________________________                                                                                                ___________________________


Name:                                                                                     
Name:


Title:












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