Exhib10.1








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




Enclosures    




                                        
	
		
	Provision
	Description

	Position
	

žFull-time
žChief Financial Officer, Executive Vice President
žReporting to Nancy Lurker, CEO, PDI

	Base Salary
	

ž$420,000 annually
žPaid semi-monthly less appropriate deductions

	Annual Incentive Award
	

ž“Short Term Incentive Plan (Award)” (STIP)
žTarget of 50% of base salary
žPayable in cash annually in March
žIn accordance with Short Term Plan Document and Guidelines

	Initial Hiring Award (Inducement Equity Incentive Grant)
	

ž$150,000 in value 
50% Restricted Stock Units (RSUs), with 3 year cliff vesting
50% Stock Settled Appreciation Rights (SARs) with 3 year vesting of equal annual installments (annual step vesting)

	Annual Long-Term Incentive Award
	

žTarget annual grant of $300,000 or a value approved by   Compensation Committee 
žAwarded in accordance with Long-Term Plan Document and Guidelines, at the discretion of the Compensation Committee
žCurrent award mix (subject to change based on discretion of Committee)
50% of value in RSUs with 3 year cliff vesting
50% of value in SARs with 3 year vesting of equal annual installments (annual step vesting)

	Non-Compete Requirements
	12 months from date of termination of employment limited in scope to companies with competing product in similar therapeutic categories

	Health and Welfare Benefits
	

žProvided at the same level as offered generally to other PDI Senior Executives
žAnnual paid time off:  20 days, will be prorated for the portion of the first year of employment
žCompany Paid Holidays - generally 11-12 per year (including week between Christmas and New Year)





































10/14/2014
PDI, Inc.
Final Term Sheet: Graham Miao






	
		
	Employment and Separation Terms
	

žOffer shall not be construed as a contract for any definite term.
žEmployment with PDI is “at will”
ž12 Months Separation Agreement in the event of Qualifying Separation (i.e. termination without cause or executive departure for good reason):
A payment equal to the product of twelve (12) times then current monthly base salary
A payment equal to the average of the annual cash-based incentive award over the last three fiscal years or such shorter number of fiscal years if the participation is less than three years
Continuation of group health and dental plan coverage up to 12 months by company’s payment or reimbursement for the cost of COBRA premiums
A payment of any accrued but unpaid annual base salary, unused vacation and any other form or type of compensation or benefit
Accelerated vesting of equity grants upon the occurrence of a change of control (as defined in the 2004 Stock Award and Incentive Plan)