EXHIBIT
10.6





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 Board of Directors of the Company (the “Board”) 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, if the Participant is serving
as a member of the Board as of the applicable “Vesting Date” set forth below,
the Restricted Stock Units shall become vested and nonforfeitable according to
the percentage set forth opposite such date:




Vesting Date
            Cumulative Percentage
  VestedFirst
      Anniversary of Grant Date
              Second
      Anniversary of Grant Date
              Third
      Anniversary of Grant Date
            33%
              66%
              100%





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 directorship with the Company prior to the applicable
      Vesting Date if the Participant’s
directorship







with the
Company 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.


(b)
            Termination
      Other Than for Cause or Voluntary Termination.  The
      Restricted Stock Unites shall become fully vested and non-forfeitable upon
      the termination of the Participant’s directorship with the Company prior
      to the applicable Vesting Date if the Participant’s directorship with the
      Company is terminated for any reason other than (i) for Cause or (ii) the
      Participant’s Voluntary Resignation.  For purposes of this
      Agreement, “Cause” shall mean (i) the continuing failure by the
      Participant to substantially perform his or her director duties for any
      reason other than total or partial incapacity due to physical or mental
      illness, (ii) gross negligence or gross malfeasance on the Participant’s
      part in the performance of his or her duties as a director that
      demonstrably cause harm to the Company, (iii) the Participant’s conviction
      by a court of competent jurisdiction of a felony or other crime involving
      moral turpitude, (iv) the Participant’s failure to attend at least 50% of
      the meetings of the Board, and any committee of the Board of which the
      Participant is a member, in each instance, during any fiscal year of the
      Company; or (v) the Participant’s removal from the Board in accordance
      with Article II(E) of the Company’s by-laws.  For purposes of
      this Agreement, “Voluntary Resignation” shall mean the Participant’s
      resignation from the Board (other than by means of Retirement (as defined
      below)) or the Board’s failure to include the Participant in the Board’s
      slate of directors for reelection at the annual meeting at which the
      Participant’s class of directors is up for reelection.  For the
      avoidance of doubt, in the event that a Participant is included in the
      slate of directors recommended by the Board for reelection to the Board,
      but the Company’s stockholders fail to reelect the Participant as a
      director at the Company’s annual meeting of stockholders, such event shall
      not be deemed a Voluntary
Termination.




(c)
            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.




(d)
            Non-reelection
      by Stockholders.  The Restricted Stock Units shall become
      fully vested and nonforfeitable if, prior to the Vesting Date, the
      Participant is included in the slate of directors recommended by the Board
      for reelection to the Board but is not reelected by the Company’s
      stockholders at the Company’s annual meeting of
    stockholders.




(e)
            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
      resignation from the Board or his or her decision not to run for
      reelection to the Board at the Company’s annual meeting of stockholders;
      provided, in each instance, that
the




2


Participant
has continuously served as a member of the Board for at least six (6)
years.  In the event that a Participant decides not to run for
reelection to the Board, the Participant’s Retirement shall be deemed to occur
on the last date of service of such Participant as a member of the
Board.


Any
Restricted Stock Units that are not otherwise vested and nonforfeitable upon the
Participant’s termination of his or her directorship with the Company 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 to occur of (a) the
Vesting Date for those Restricted Stock Units, (b) the date on which a Change in
Control occurs, or (c) the date of the Participant’s termination of his or her
directorship with the Company pursuant to Section 3(a), (b), (d) or (e) hereof;
provided, however, that if the Participant will or could complete six
consecutive years of service as a director of the Company prior to an applicable
Vesting Date, settlement of the Participant’s Restricted Stock Units that would
otherwise vest on such Vesting Date (and any subsequent Vesting Date) 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.




8.  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.




3


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 that the Company shall not be
responsible for any such tax obligations and shall not be required to withhold
any amounts to satisfy any such tax obligations.




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.




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.  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.




17.  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 directorship (or other separation from
service), the determination as to whether the Participant has had a termination
of directorship (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:


4