Exhibit 10.21


    Exhibit
      10.21

    


    AGREEMENT
      AND GENERAL RELEASE

    PDI,
      Inc.
      (referred to throughout this Agreement as “Employer”), and Larry Ellberger
      (referred to throughout this Agreement as “Employee”), agree that:

    


    1.  Last
      Day of Employment.
      Employee's last day of employment with Employer is August 4, 2006.

     

    a.  Consideration.
      In
      consideration for signing this Agreement and compliance with the promises made
      herein, Employer agrees to pay to Employee $125,000.00, less lawful deductions,
      to be paid in a lump sum payment on the six month anniversary of the Effective
      Date of this Agreement (discussed below in paragraph “3” below) and Employee’s
      fulfillment of the promises contained herein, or such later date as required
      to
      conform with Internal Revenue Code Section 409(A), if applicable.

     

    2.  No
      Consideration Absent Execution of this Agreement.
      Employee
      understands and agrees that Employee would not receive the monies and/or
      benefits specified in paragraph “1(a)” above, except for Employee’s execution of
      this Agreement and the fulfillment of the promises contained herein.


     

    3.  Revocation.
      Employee
      may revoke this Agreement for a period of seven (7) calendar days following
      the
      day Employee executes this Agreement. Any revocation within this period must
      be
      submitted, in writing, to Nancy McCarthy, Executive Vice President of Human
      Resources and state, "I hereby revoke my acceptance of our Agreement and General
      Release." The revocation must be personally delivered to Nancy McCarthy,
      Executive Vice President of Human Resources or Employer’s designee, or mailed to
      Nancy McCarthy, Executive Vice President of Human Resources at PDI, Inc., Saddle
      River Executive Centre, One Route 17 South, Saddle River, New Jersey, 07458
      and
      postmarked within seven (7) calendar days of execution of this Agreement. This
      Agreement shall not become effective or enforceable until the revocation period
      has expired (hereinafter “the Effective Date”). If the last day of the
      revocation period is a Saturday, Sunday, or legal holiday in New Jersey, then
      the revocation period shall not expire until the next following day which is
      not
      a Saturday, Sunday, or legal holiday in New Jersey.

     

    4.  General
      Release of Claim.
      Employee, Employee’s heirs, executors, administrators, fiduciaries, successors
      and/or assigns, knowingly and voluntarily release and forever give up, to the
      full extent permitted by law, Employer, Employer's past, present and future
      direct or indirect parent organizations, subsidiaries, divisions, affiliated
      entities, and its and their partners, officers, directors, trustees,
      administrators, fiduciaries, employment benefit plans and/or pension plans
      or
      funds, executors, attorneys, employees, insurers, reinsurers and/or agents
      and
      their successors and assigns individually and in their official capacities
      (collectively referred to herein as “Released Parties” or “Released Party”),
      jointly and severally, of and from all claims, known or unknown, that Employee
      has or may have against Released Parties as of the date of execution of this
      Agreement, including, but not limited to, any alleged violation of:


     

    ●The
      National Labor Relations Act;

    ● Title
      VII
      of the Civil Rights Act;

    ● Civil
      Rights Act of 1991

    ● Sections
      1981 through 1988 of Title 42 of the United States Code;

    ● The
      Employee Retirement Income Security Act;

    ● The
      Fair
      Credit Reporting Act;

    ● The
      Immigration Reform Control Act;

    ● The
      Americans with Disabilities Act;

    ● The
      Rehabilitation Act;

    ● The
      Age
      Discrimination in Employment Act;

    ● The
      Occupational Safety and Health Act;

    ● The
      Family and Medical Leave Act;

    ● The
      Equal
      Pay Act;

    ● The
      Fair
      Labor Standards Act;

    ●
      The
      Uniformed Services Employment and Reemployment Rights Act;

    ● Worker
      Adjustment and Retraining Notification Act;

    ● Employee
      Polygraph Protection Act;

    ● The
      New
      Jersey Law Against Discrimination;

    ● The
      New
      Jersey Civil Rights Act;

    ● The
      New
      Jersey Family Leave Act;

    ● The
      New
      Jersey State Wage and Hour Law;

    ● The
      New
      Jersey Conscientious Employee Protection Act;

    ● The
      New
      Jersey Equal Pay Law;

    ● The
      New
      Jersey Occupational Safety and Health Law;

    ● The
      New
      Jersey Smokers’ Rights Law;

    ● The
      New
      Jersey Genetic Privacy Act;

    ● The
      New
      Jersey Fair Credit Reporting Act; 

    
      	 	
              ●

            	
              The
                New Jersey Statutory Provision Regarding Retaliation/Discrimination
                for
                Filing A Workers' Compensation
                Claim;

            


    

    
      	 	
              ●

            	
              The
                New Jersey Public Employees' Occupational Safety and Health
                Act;

            


    

    
      	 	 	
              ●

            	
              New
                Jersey laws regarding Political Activities of Employees, Lie Detector
                Tests, Jury Duty, Employment Protection, and
                Discrimination;

            


    

    
      	 	
              ●

            	
              any
                other federal, state or local civil rights law, whistle-blower or
                any
                other local, state or federal law, regulation or
                ordinance;

            


    

    
      	 	 	
              ●

            	
              any
                public policy, contract (oral, written or implied), tort, constitution
                or
                common law;

            


    

    
      	 	 	
              ●

            	
              any
                claims for vacation, sick or personal leave pay, short term or long
                term
                disability benefits, or payment pursuant to any practice, policy,
                handbook
                or manual; or

            


    

    ●
      any
      basis for costs, fees, or other expenses including attorneys’ fees.

    


    Employee
      understands this Release includes all claims related in any manner to Employee’s
      employment or the cessation of that employment. Employee further understands
      that Employee is hereby releasing any known or unknown claim for alleged right
      to discovery of information or documents of Released Parties. Notwithstanding
      the foregoing, nothing herein shall affect the Employee’s right to coverage, if
      such coverage is otherwise available, under the Employer’s Directors’ and
      Officers’ insurance policies (to the extent that such policies are then in
      effect). 

    


    5.  Affirmations.
      Employee
      affirms that Employee is not a party to, and that Employee has not filed or
      caused to be filed, any claim, complaint, charge or action against Released
      Parties in any forum or form. Employee further affirms that Employee has been
      paid and/or has received all leave (paid or unpaid), compensation, wages,
      bonuses, commissions, and/or benefits to which Employee may be entitled and
      that
      no other leave (paid or unpaid), compensation, wages, bonuses, commissions
      and/or benefits are due to Employee, except as provided in this Agreement.
      Employee furthermore affirms that Employee has no known workplace injuries
      or
      occupational diseases and has been provided and/or has not been denied any
      leave
      requested under the Family and Medical Leave Act and/or any other federal,
      state
      or local leave law, including the New Jersey Family Leave Act. Employee further
      affirms Employee
      has not complained of and is not aware of any fraudulent activity or any act(s)
      which would form the basis of a claim of fraudulent or illegal activity of
      Employer. 

     

    6.  Confidentiality.
      To the
      extent permitted by law, Employee agrees not to disclose any information
      regarding the existence or substance of this Agreement, except to Employee’s
      spouse, tax advisor, or an attorney with whom Employee chooses to consult
      regarding Employee’s consideration of this Agreement, each of whom shall
      likewise agree to keep the information confidential. In the event Employee
      or
      Employee’s counsel believe either is compelled to provide or disclose
      information described in this paragraph, they will provide written notice of
      such belief, via facsimile and mail, to Nancy McCarthy, Executive Vice President
      of Human Resources, PDI, Inc., Saddle River Executive Centre, One Route 17
      South, Saddle River, New Jersey, 07458. Fax number - (201) 258-8445, no later
      than seven (7) business days prior to said production or disclosure. This
      Agreement shall not be filed with any court and shall remain forever
      confidential except in an action to enforce or for breach of this Agreement.
      If
      Employee asserts an action to enforce this Agreement or for breach of this
      Agreement, Employee shall maintain such confidentiality by whatever means
      necessary, including, but not limited to, submitting the Agreement to a court
      under confidential seal. 

     

    7.  Governing
      Law and Interpretation.
      This
      Agreement shall be governed and conformed in accordance with the laws of the
      State of New Jersey without regard to its conflict of laws provisions. In the
      event Employee or Employer breaches any provision of this Agreement, Employee
      and Employer affirm that either may institute an action against the other to
      specifically enforce any term or terms of this Agreement, in addition to any
      other legal or equitable relief permitted by law. In the event that any
      provision of this Agreement is declared illegal or unenforceable by a court
      of
      competent jurisdiction and cannot be modified to be enforceable, excluding
      the
      general release language, such provision shall immediately become null and
      void,
      leaving the remainder of this Agreement in full force and effect. Moreover,
      if
      any such provision determined to be invalid, illegal or unenforceable and can
      be
      made valid, legal or enforceable by modification thereof, then the party for
      whose benefit the provision exists, may make such modification as necessary
      to
      make the provision valid, legal and enforceable.

     

    8.  Non
      Disparagement. Employee
      agrees not to defame, disparage or demean Employer in any manner whatsoever.
      Employer agrees, on behalf of its Executive Officers (defined herein as any
      officer of Employer whose title is Executive Vice President or higher) and
      its
      directors, not to defame, disparage or demean Employee in any manner
      whatsoever.

     

    9.  Cooperation.
      Subject
      to Employee’s other personal and professional obligations and on reasonable
      notice and at reasonable times, Employee will, without further consideration,
      cooperate with Employer and its counsel in connection with any investigation,
      administrative or regulatory proceeding or litigation relating to any matter
      in
      which Employee was involved or of which Employee has knowledge as a result
      of
      Employee’s employment with Employer and/or any Released Party or Released
      Parties. Further, Employee shall, without further consideration, provide
      Employer with such transitional services and assistance as may be reasonably
      requested by the Chief Executive Officer of Employer.

     

    10.  Return
      of Property.
      Employee
      agrees, within seven (7) calendar days from the date of this Agreement, to
      return any and all property, including all copies or duplicates thereof,
      belonging to Released Parties, including, but not limited to, PDI owned or
      leased automobile, computer equipment, keys, security cards, equipment,
      documents, supplies, customer lists and customer information, confidential
      documents, etc. With the return of Released Parties' materials, Employee shall
      submit a letter (or an e-mail) to Nancy McCarthy at PDI, Inc., Saddle River
      Executive Centre, One Route 17 South, Saddle River, New Jersey, 07458, affirming
      that Employee has returned all property and copies and has not retained any
      property belonging to Released Parties.

     

    11.  
      Nonadmission of Wrongdoing.
      Employee
      agrees that neither this Agreement nor the furnishing of the consideration
      for
      this Agreement shall be deemed or construed at anytime for any purpose as an
      admission by Employer of any liability or unlawful conduct of any
      kind.

     

    12.  Amendment.
      This
      Agreement may not be modified, altered or changed except upon express written
      consent of both parties wherein specific reference is made to this
      Agreement.

     

    13.  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the Employee and Released
      Parties hereto, and fully supersedes any prior or contemporaneous agreements
      or
      understandings between Employee and Released Parties; provided, however, that
      (a) this Agreement does not supercede or affect any confidentiality,
      non-disclosure, non-compete, invention, assignment of proprietary rights or
      non-solicitation agreement(s) signed by Employee, which shall remain in full
      force and effect as provided for therein and Employee expressly acknowledges
      Employee's intent to adhere to the promises contained in those agreements,
      and
      (b) the stock option agreements covering the options previously issued to
      Employee as a result of his service on Employer’s Board of Directors, which
      shall fully vest upon the Effective Date of this Agreement and shall remain
      exercisable for three (3) years following the Effective Date of this Agreement.
      Employee also acknowledges that Employee has not relied on any representation,
      promises, or agreements of any kind made in connection with the decision to
      sign
      this Agreement, except for those set forth in this Agreement. 

     

    EMPLOYEE
      IS HEREBY ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
      REVIEW THIS AGREEMENT AND GENERAL RELEASE AND IS HEREBY ADVISED TO CONSULT
      WITH
      AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


     

    


    EMPLOYEE
      IS ADVISED THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT
      AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
      TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. 

    


    HAVING
      ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
      AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH "1" ABOVE, EMPLOYEE FREELY
      AND
      KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL
      RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT
      HAVE AGAINST RELEASED PARTIES AS OF THE DATE OF THE EXECUTION OF THIS
      AGREEMENT.

    


    


    IN
      WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
      Agreement and General Release as of the date set forth below:

    


    


    /s/
      Larry Ellberger 

    Larry
      Ellberger

    


    Dated:
      July 31, 2006

    


    


    PDI,
      INC.

    


    By:
      /s/
      Nancy McCarthy

    Nancy
      McCarthy

    Executive
      Vice President of Human 

    Resources

    


    Dated:
      July 31, 2006

    


    


    


    

      

      
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