Exhibit 99.(a)(1)(D)
ELECTION FORM
Exchange of Options for Restricted Stock
(Note: You are only eligible to use this form if you
own, in the aggregate, 1,000 or more Eligible Options)
[Employee Name]
[Employee Address]
Grant Summary
Partial Tender
Grant Exercise Expiration Shares Shares Shares Full (Number of
Date Price Date Granted Outstanding Exercisable Tender Shares)
----- -------- ---------- ------- ----------- ----------- ------ --------------
|_| |_| (________)
|_| |_| (________)
I have received the Offer to Exchange relating to PDI, Inc.'s ("PDI")
offer to exchange certain options held by its employees. I understand that
"Eligible Options" are only those options with an exercise price equal to or
greater than $30 per share, and that the Offer is only available to employees
who qualify as "Eligible Participants" and who remain "Eligible Participants"
through the close of the Offer. I further understand that if (a) this Election
Form relates to an option that is not an "Eligible Option" or (b) the number
listed under "Shares Outstanding" above is zero, PDI will disregard this
Election Form and no options will be exchanged under this Election Form.
Acceptance of Offer
|_| I hereby elect to cancel the full number of shares outstanding under the
Eligible Options listed above according to the terms and conditions stated
in the Offer to Exchange.
Rejection of Offer
|_| I do not accept the offer to exchange the Eligible Options listed above. I
understand that I will not receive any consideration for my Eligible
Options and my Eligible Options will continue on their current terms as
described in the Offer to Exchange.
Partial Exchange
|_| I hereby elect to cancel the number of shares outstanding under the
Eligible Options below after "Partial Tender of Eligible Option." If the
share amount elected below is not in a 500-share increment, I understand
that you will reduce my election down to the nearest 500-share increment.
Partial Tender of Eligible Option: _________ (number of shares tendered)
I hereby agree that, unless I revoke my election before 5:00 p.m. Eastern
Standard Time on April 30, 2003 (or a later expiration date if PDI extends the
Offer), my election will be irrevocable, and if accepted by PDI, my surrendered
Eligible Options will be cancelled in their entirety on or after such date. I
understand that the consideration for the cancellation of my Eligible Option(s)
will be in the form of Restricted Stock, with the number of shares of Restricted
Stock that I will receive determined in accordance with the exchange ratios set
forth in the Offer to Exchange. I further understand that the Restricted Stock
will be evidenced by a Restricted Stock Award agreement which I will receive
after April 30, 2003.
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I acknowledge and agree that, by accepting the Offer, I have agreed to all
of the terms applicable to me in Exhibit 3 to the Offer to Exchange - "Form of
Restricted Stock Award."
I acknowledge and agree that neither the ability to participate in the
Offer nor actual participation in the Offer shall be construed as a right to
continued employment with PDI or my employer (except on an at-will basis, unless
otherwise required by local law). I agree that PDI has made no representations
or warranties to me regarding the Offer or the future pricing of PDI stock, and
that my participation in the Offer is at my own discretion.
I AGREE THAT PDI SHALL NOT BE LIABLE FOR ANY COSTS, TAXES, LOSS OR DAMAGE
THAT I MAY INCUR THROUGH MY ELECTION TO PARTICIPATE IN THIS OFFER.
Optionee Signature: _____________________________ Date: ____________________
e-mail address: __________________________
PLEASE FAX YOUR SIGNED AND COMPLETED ELECTION FORM TO (201) 258-8410 BY NO LATER
THAN 5:00 P.M., EASTERN STANDARD TIME ON APRIL 30, 2003 (OR A LATER EXPIRATION
DATE IF PDI EXTENDS THE OFFER).
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