0001054102-11-000023 Sample Contracts

PDI, INC.
Stock Appreciation Rights Agreement • March 23rd, 2011 • Pdi Inc • Services-business services, nec • Delaware

This Stock Appreciation Rights (“SAR”) Agreement (this “Agreement”) is made as of November 18, 2008 (the “Date of Grant”) between PDI, Inc., a Delaware corporation (the “Company”), and Nancy Lurker (the “Recipient”), an employee of the Company. This Agreement and the SARs granted hereunder are made pursuant to the terms of the Company’s 2004 Stock Award and Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.

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AGREEMENT OF LEASE between PRINCIPAL PROPERTIES, L.P. and GROUP DCA, INC. Complex: Parsippany, NJ 07054
Lease Agreement • March 23rd, 2011 • Pdi Inc • Services-business services, nec

THIS LEASE is made and entered into as of this 1st day of March, 2007, by and between PRINCIPAL PROPERTIES, L.P., a New Jersey limited partnership, having its principal office at c/o Denholtz Management Corp., 1600 St. Georges Avenue, Rahway, New Jersey 07065 (“Landlord”) and GROUP DCA, INC., a New Jersey corporation, having an address at 98 Park Street, Montclair, NJ 07042 (“Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2011 • Pdi Inc • Services-business services, nec • New Jersey

This Employment Agreement (this “Agreement”) is dated as of November 3, 2010 (the “Effective Date”), by and between Group DCA, LLC (the “Company”), and Rob Likoff (“Executive”), pursuant to which the aforementioned parties agree:

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GROUP DCA, LLC, JD & RL, INC., ROBERT O. LIKOFF, JACK DAVIS, THE SELLER REPRESENTATIVE AND PDI, INC. November 3, 2010
Membership Interest Purchase Agreement • March 23rd, 2011 • Pdi Inc • Services-business services, nec • New Jersey

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 3, 2010 by and among Group DCA, LLC, a Delaware limited liability company (the “Company”); JD & RL, Inc., a Delaware corporation (“Seller”); Robert O. Likoff, (“Likoff”), individually and as the Seller Representative (as defined below); Jack Davis, individually (“Davis”); and PDI, Inc., a Delaware corporation (“Purchaser”).

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