PDI 8-K 2005
SECURITIES AND EXCHANGE COMMISSION
Date of Report (Date of earliest event reported): September 23, 2005
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2005, PDI, Inc. (the Company) and Bernard C. Boyle entered into a memorandum of understanding (the Memorandum of Understanding) in connection with Mr. Boyles resignation as Chief Financial Officer, Executive Vice President and Treasurer of the Company.
Pursuant to the Memorandum of Understanding, the Company agreed to make certain payment commitments that will constitute the Companys sole and complete obligation to Mr. Boyle upon the termination of his employment. The Companys payment obligations under the Memorandum of Understanding include, among other things, (i) Mr. Boyles base compensation through the December 31, 2005 employment termination date; (ii) a lump sum payment equivalent to 36 times the monthly salary amount as defined in the Employment Agreement, dated as of May 2, 2001 (the Employment Agreement), between the Company and Mr. Boyle; and (iii) vesting of outstanding equity/option grants.
Item 1.02 Termination of a Material Definitive Agreement.
Effective September 30, 2005, the Employment Agreement will be terminated in connection with the effectiveness of the Memorandum of Understanding. Additional details of the Employment Agreement are included in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on May 12, 2005.
Item 5.02 Departure of Directors or Principal Officers.
Pursuant to the Memorandum of Understanding, Mr. Boyle will resign from his position with the Company effective December 31, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.