0001054102-10-000016 Sample Contracts

PDI, INC.
2004 Stock Award and Incentive Plan • May 6th, 2010 • Pdi Inc • Services-business services, nec • Delaware

This Stock Appreciation Rights (“SAR”) Agreement (this "Agreement") is made as of June 3, 2009 (the "Date of Grant") between PDI, Inc., a Delaware corporation (the "Company"), and David Kerr (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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