MEMORANDUM OF UNDERSTANDING

Employee Retention Agreement

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This Employee Retention Agreement involves

MEMORANDUM OF UNDERSTANDING WHEREAS, PDI, Inc.

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Title: MEMORANDUM OF UNDERSTANDING
Date: 3/17/2006
Industry: SVSBUS Sector: SERVIC

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Exhibit 10.17

MEMORANDUM OF UNDERSTANDING

WHEREAS, PDI, Inc. (“PDI” or “Employer”) and Brian Boyle (“Boyle” or “Executive”) have agreed that Executive's resignation from, and last day of employment with Employer is December 31, 2005; and,

WHEREAS, PDI and Boyle mutually wish to terminate the employment relationship and waive any and all notice or cure requirements set forth in the Amended and Restated Employment Agreement dated May 2, 2001 (“Employment Agreement”), in particular Paragraphs 8(a) or (b), and, as applicable,12(i); and,

WHEREAS, PDI and Boyle agree that the provisions of Paragraph 8(g) of the Employment Agreement are not applicable to this mutual and voluntary decision to terminate the employment relationship; and,

WHEREAS, PDI and Boyle agree that the payments set forth below constitute PDI’s sole and complete obligation to Boyle upon termination of his employment, notwithstanding anything to the contrary as may be set forth in the Employment Agreement:

Base compensation through termination date (e.g, December 31, 2005) calculated to be in the gross amount of approximately $82,223.45 (for the period of September 16, 2005 through December 31, 2005), less withholding for applicable federal, state and local income and employment related taxes, payable in equal installments pursuant to PDIs customary payroll procedures in effect.

Employee will be entitled to continued participation in the employee benefits, vacation (i.e., the current “bank of days” policy of PDI), automobile expense and expense reimbursement programs as described in Section 4.6 of the Employment Agreement through December 31, 2005 except as may be limited or required by a benefit Plan.

3.	A pro rata share of any incentive compensation as described in Section 3(b) of the Employment Agreement, if any is awarded, for 2005. My Boyle has been advised by PDI that it expects that there will be no incentive compensation for 2005.

4.	A lump sum payment equivalent to 36 times the monthly salary amount defined by the Employment Agreement; that is, $ 1, 435,230.00.

5.	Vested, deferred compensation, which is presently (as of August 31, 2005) calculated to be $796,106.74, less any withholdings as required by federal, state or local income tax laws or regulations.

6.	Accrued but unused paid bank of days, if any, which will be reconciled as of December 31, 2005. Such payment shall be subject to withholdings pursuant to Employer’s regular payroll practices and applicable law or regulation.

Company paid COBRA benefits commencing the day following the effective date of termination (e.g., January 1, 2006 or as otherwise determined or limited by the Plan documents) and extending through 12 months after the effective date of termination(e.g., December 31, 2006), or the economic equivalent thereof—approximately $13,700.88—unless Executive obtains the same or greater benefits through subsequent employment, at which time this obligation is extinguished.

Outstanding equity/option grants, including the March 29, 2005 SARS equity option grant, shall immediately vest upon termination of employment; provided, however, all stock options then held by Executive will expire and/or terminate 90 days after Executive’s effective date of termination (e.g., December 31, 2005), consistent with the Plan or controlling grant agreement.

9.	To continue to maintain directors and officers liability insurance covering the Executive in a reasonable and adequate amount determined by the Company through December 31, 2005 on the same terms as all other directors and officers of PDI.

10.	To reimburse Executive an amount equivalent to one-half of the reasonable attorney’s fees incurred with respect to this memorandum of understanding up to a maximum payment by PDI of $5,000.00 within 30 days following presentment, review and approval of a statement of services.

And, WHEREAS, Boyle acknowledges his continuing obligations to PDI under Sections 9 and 10(a)-(g) of the Employment Agreement, such provisions shall remain in full force and effect notwithstanding any express or implied limitation set forth in the Employment Agreement.

And, WHEREAS it is the intention of the parties that his Memorandum of Understanding hereby fully supersedes the Employment Agreement, which is hereby terminated and shall no longer be in effect, except with respect to Sections 7(a)-(i), 8(e) & (h), 9, 10 (as discussed above), 12 (g), (h) and (i), which Employer and Executive hereby agree survive such termination and shall remain in full force and effect. In addition, to the extent other Sections of the Employment Agreement are referenced herein, the parties agree that the language of such sections in intended to apply to the extent and in the manner expressly agreed herein. Employer shall provide Executive with a determination by the Accounting Firm within fifteen (15) business days as set force in Section 8(e) of the Employment Agreement.

And, WHEREAS it is the intention of the parties that the compensation, benefits and other consideration set forth in paragraphs numbered 1-6, 9 and 10 above, shall be paid or provided to Executive regardless of death, disability or PDI’s determination to terminate for cause or otherwise accelerate Executive’s last day of work, as if Executive’s effective date of termination was December 31, 2005 pursuant to this Memorandum of Understanding.

General Release of Claim. Executive, his heirs, executors, administrators, fiduciaries, successors and/or assigns, knowingly and voluntary release (and forever give up, to the fullest extent permitted by law) Employer, it’s past, present and future direct or indirect parent organizations, subsidiaries, division, affiliated entities, and its and their partners, officers, directors, trustees, administrations, 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 and discovery, 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;