Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PDI, Inc. (the "Company") entered into an amendment and restatement of its existing employment separation agreement with Jeffrey Smith, the Company's Executive Vice President, Chief Financial Officer and Treasurer, effective as of December 31, 2008 (the "Amended Separation Agreement), in order to conform his employment separation agreement to the requirements Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The Amended Separation Agreement, among other Section 409A related changes, provides for the deferral of certain payments to the extent necessary to comply with the requirements of
Section 409A.

A copy of the Amended Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amended Separation Agreement is qualified in its entirety by reference to the full text of the agreement.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1 Amended and Restated Employment Separation Agreement with Jeffrey Smith

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