AMENDMENT TO MEMORANDUM OF UNDERSTANDING
AMENDMENT
TO MEMORANDUM OF UNDERSTANDING
This
Amendment to Memorandum of Understanding (this “Amendment”)
is
effective as of December 31, 2005, by and between PDI Inc., a Delaware
corporation (“PDI”)
and
Xxxxx Xxxxx (“Xx.
Xxxxx”
and,
together with PDI, the “Parties”).
RECITALS:
WHEREAS,
the Parties entered into that certain Memorandum of Understanding, dated as
of
September 23, 2005 (the “MOU”);
and
WHEREAS,
the Parties now desire to amend and modify certain terms and conditions of
the
MOU as set forth herein.
NOW,
THEREFORE, in consideration of these premises and intending to be legally bound
hereby, the Parties agree as follows:
1.
The
Parties currently anticipate that Xx. Xxxxx’x last day of employment with PDI
shall be on or about March 31, 2006. However, at PDI’s option, PDI may shorten
or extend Xx. Xxxxx’x employment with PDI by a period of up to approximately one
month as business needs necessitate. The last day of Xx. Xxxxx’x employment with
PDI shall be referred to in this Amendment as the “Last Day of Employment”.
2.
Xx.
Xxxxx shall be entitled to his base compensation through the Last Day of
Employment.
| 3. |
Xx.
Xxxxx shall be entitled to continued participation in PDI’s employee
benefits, vacation (bank of days), automobile expense and expense
reimbursement programs through the Last Day of
Employment.
|
| 4. |
Xx.
Xxxxx shall not be entitled to any incentive compensation in 2006.
|
| 5. |
The
lump sump payments payable to Xx. Xxxxx pursuant to Sections 4 and
5 of
the MOU shall be payable no later than January 15,
2006.
|
| 6. |
Accrued
but unused bank of days, if any, will be reconciled as of the Last
Day of
Employment. Xx. Xxxxx shall be entitled to carry over all accrued but
unused bank of days from 2005 into 2006.
|
| 7. |
In
connection with Section 7 of the MOU, the commencement date for PDI
paid
COBRA benefits shall be the day following the Last Day of
Employment.
|
| 8. |
PDI
shall continue to maintain reasonable and adequate directors and officers’
liability insurance through the Last Day of Employment covering Xx.
Xxxxx
on the same terms as all other directors and officers of
PDI.
|
| 9. |
All
of Xx. Xxxxx’x outstanding equity/option grants, including without
limitation the March 29, 2005 SARs grant, shall immediately vest upon
the
termination of Xx. Xxxxx’x employment with PDI. Notwithstanding anything
to the contrary in any of the relevant plan documents or grant agreements,
Xx. Xxxxx shall retain the right to exercise all vested option and
SAR
shares for a period of nine months following the Last Day of Employment;
provided, however, if the Last Day of Employment is after March 31,
2006,
Xx. Xxxxx’x right to exercise all vested option and SAR shares shall
expire at 4:00 p.m. Eastern Time on December 31, 2006.
|
| 10. |
PDI
shall reimburse Xx. Xxxxx for reasonable attorneys’ fees incurred with
respect to this Amendment (not to exceed $1,000) within thirty (30)
days
following presentment, review and approval of a statement of
services.
|
| 11. |
The
parties hereby ratify and reaffirm each and every term and condition
set
forth in the MOU, as amended hereby. Except as expressly set forth
herein,
all other terms and provisions of the MOU shall remain in full force
and
effect without modification or change.
|
| 12. |
This
Amendment may by executed in counterparts, each of which, when executed
and delivered, shall be deemed to be an original and all of which together
shall constitute one and the same document. Delivery of a facsimile
signature page shall be deemed to be delivery of a manually executed
original signature page.
|
[signature
page follows]
1
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed either
personally (in the case of Xx. Xxxxx) or by their duly authorized officer (in
the case of PDI).
|
PDI,
INC.
By:
______________________
Name:
Title:
|
Mr.
Xxxxx Xxxxx
By:
______________________
Xxxxx
Xxxxx
|
