Exhibit 10.19


    Exhibit
      10.19

    


    EMPLOYMENT
      SEPARATION AGREEMENT

    


    Employment
      Separation Agreement (the “Agreement”) effective as of May 11, 2006, by and
      between PDI, Inc., a Delaware corporation (the “Company”), having its principal
      place of business at 1 Route 17 South, Saddle River, New Jersey 07458, and
      Mr.
      Michael Marquard, residing at 10706 Governors Drive, Chapel Hill, North Carolina
      27517 (the “Executive”), pursuant to which the aforementioned parties
      agree:

    


    1. Employment. In
      connection with the Executive’s acceptance of that certain offer of employment
      letter (the “Offer Letter”) dated May 5, 2006 and contingent upon the
      Executive’s execution of the Company’s Confidentiality, Non-Solicitation and
      Covenant Not to Compete Agreement, the Company shall employ the Executive as
      Chief Executive Officer commencing on or about May 11, 2006 which employment
      shall terminate upon notice by either party, for any reason. Executive
      understands and agrees that his employment with the Company is at will and
      can
      be terminated at any time by either party, 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 without Cause (as defined below) or if the Executive
      terminates his employment as provided for in Section 2b hereof, and, in either
      instance, the Executive executes and does not revoke the PDI Agreement and
      General Release given to him upon such termination in substantially the form
      annexed to this Agreement as Exhibit A, then: (i) if such termination occurs
      on
      or before May 11, 2007
      the
      Executive shall be paid a lump sum payment equal to (y) the product of twelve
      (12) times his Base Monthly Salary (as defined below), plus (z) any cash
      incentive compensation paid to the Executive during his employment with the
      Company or any unpaid portion of any guaranteed incentive compensation on a
      pro
      rata basis, without regard to any requirements that the Executive be employed
      by
      the Company on any given date in order to be eligible to receive such incentive
      compensation (the “Year 1 Severance Payment”); or
      (ii) if
      such termination occurs
      after May 11, 2007
      the
      Executive shall be paid a lump sum payment equal to (y) the product of eighteen
      (18) times his Base Monthly Salary, plus (z) the average cash incentive
      compensation paid to the Executive during the most recent three years
      immedi-ately preceding the termination date for which such incentive
      compensation was paid, or such shorter period, if applicable (the “Subsequent
      Year Severance Payment”). In the event that the Company is obligated to pay the
      Executive either the Year 1 Severance Payment or the Subsequent Year Severance
      Payment (collectively, the “Severance Payment”), in addition to such payment the
      Company shall pay for the continuation of the Executive’s health and welfare
      benefits under COBRA (the “COBRA Benefit”) for the lesser of (i) twelve (12)
      months in the event that the Company is obligated to pay the Executive the
      Year
      1 Severance Payment or for eighteen (18) months in the event that the Company
      is
      obligated to pay the Executive the Subsequent Year Severance Payment, or (ii)
      until the Executive is eligible for participation in the health insurance plan
      of any successor employer of the Executive. All payments due hereunder shall
      be
      subject to withholding for applicable federal, state and local income and
      employment related taxes. In the event of any termination of the Executive’s
      employment with the Company, 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. The
      Company shall have no obligation to accelerate the vesting of any equity based
      compensation that may be held by the Executive. No termination benefits will
      be
      paid if the Executive resigns or terminates his employment for any reason other
      than as set forth in Section 2b below or if the Company terminates the
      Executive’s employment for Cause (as defined below) as determined by the Board
      (or a committee of the Board).

    


    b. Subject
      to the terms and conditions set forth in Section 2a above, the Executive shall
      be entitled to the Severance Payment and the COBRA Benefit if he terminates
      his
      employment: (a) as a result of (i) a material reduction in, or the assignment
      of
      duties to the Executive which would be materially inconsistent with, the
      Executive’s responsibilities, duties and authorities as Chief Executive Officer
      of the Company, which continues unremedied for a period of ten (10) business
      days after the Executive has given written notice to the Company of same, (ii)
      a
      material breach by the Company of any of the terms or conditions of this
      Agreement, which continues unremedied for a period of ten (10) business days
      after the Executive has given written notice to the Company of same, (iii)
      a
      reduction in the Executive’s then current annual base salary or failure to pay
      any material amount owing to or to provide a material benefit owing to the
      Executive at the time such amount or benefit is due, which continues unremedied
      for a period of ten (10) business days after the Executive has given written
      notice to the Company of same; or (b) within two years following the occurrence
      of a Change in Control because (i) the Executive suffers an adverse change
      in
      his title or responsibilities, (ii) the Executive suffers a reduction in his
      then current annual base salary (unless such reduction is made in connection
      with a pro rata reduction in the annual base salaries of all of the Company’s
      senior executives); provided,
      however,
      that
      with respect to items (i) and (ii) above, within 30 days of written notice
      by
      the Executive, the Company has not cured such material adverse change or
      reduction, or (iii) the Executive is required to relocate as a result of a
      relocation of the Company’s office location in New Jersey more than 50 miles
      from its current location.

     

    3. Definitions.

     

    a. Cause
      shall
      mean (1) the failure by the Executive to comply with the reasonable instructions
      of the Company’s Board of Directors (the “Board”), provided that such
      instructions are consistent with the Executive’s duties and responsibilities
      hereunder, and which such refusal continues unremedied for a period of ten
      (10)
      business days after the Board has given written notice to the Executive
      specifying in reasonable detail the instructions the Executive has failed to
      comply with; (2) a material breach by the Executive of any of the terms or
      conditions of this Agreement that continues unremedied for a period of ten
      (10)
      business days after the Board has given written notice to the Executive
      specifying in reasonable detail the Executive’s breach of this Agreement; (3)
      the failure by the Executive to adhere to the Company’s documented policies and
      procedures that continues unremedied for a period of ten (10) business days
      after the Board has given written notice to the Executive specifying in
      reasonable detail the Executive’s breach of such policies and/or procedures; (4)
      the failure of the Executive to adhere to moral and ethical business principles
      consistent with the Company’s Code of Conduct as in effect from time to time;
      (5) Executive's conviction of a crime (including entry of a nolo
      contendere
      plea);
      or (6) any documented act of material dishonesty or fraud by the Executive
      in
      the commission of his duties.

    


    b. Base
      Monthly Salary
      shall
      mean an amount equal to one-twelfth 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 51% 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 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 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 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, (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 of Control.

    


    4.  Integration;
      Amendment.
      This
      Agreement, the Offer Letter 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 such agreements shall be binding
      unless in writing and signed by both parties.

    


    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/
      Michael Marquard____________

    Michael
      Marquard

    


    


     

    PDI,
      INC.

    


    


    By:
      _/s/
      Frank Ryan    

    Frank
      Ryan

    Director,
      Chairman of the Compensation

    and
      Management Development Committee