PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

Exhibit 10.209

Amended and Restated Effective January 1, 2005

The name of this plan is the Pharmaceutical Product Development, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”). Its purpose is to provide members of the Board of Directors of Pharmaceutical Product Development, Inc. (the “Company”) who are not also employees of the Company with the opportunity to defer (i) cash compensation earned as a director and (ii) shares of Company stock received upon the lapse of restrictions on restricted stock of the Company. The Plan is intended and designed to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to be an amendment and restatement of the predecessor plan, the Pharmaceutical Product Development, Inc. Deferred Compensation Plan for Directors (the “Prior Plan”) whose terms were frozen and grandfathered under prior law effective as of December 31, 2004.

The Plan shall be amended and restated effective as of January 1, 2005.

All non-employee members of the Board of Directors of the Company (“Directors”) shall be eligible to participate in the Plan. Any such Director who elects to participate in the Plan is hereinafter called a “Participant.” Any individual who participated in the Prior Plan as of December 31, 2004 shall automatically become a Participant in this Plan as of January 1, 2005. The Company will establish for each Participant one or more unfunded deferred compensation accounts, as specified in Articles V and VII.

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Agreement within 30 days after the Director becomes eligible; provided the Director has not participated in any other nonqualified deferred compensation plan that is an account balance plan maintained by the Company. Elections under the Prior Plan with respect to cash compensation payable in the 2005 calendar year, which were made on or prior to December 31, 2004 (or, to the extent applicable, prior to March 15, 2005, pursuant to the transition rules applicable to Code Section 409A), shall be recognized under the terms of this Plan in accordance with rules adopted by the Committee in lieu of being recognized under the terms of the Prior Plan.

Common Stock. “Common Stock” shall mean the common stock of Pharmaceutical Product Development, Inc., $0.10 par value per share.

Restricted Stock/Restricted Stock Award. “Restricted Stock” or “Restricted Stock Award” shall mean a share of restricted Common Stock that was granted to a Director under a Stock Plan.

Restricted Stock Deferral Agreement. “Restricted Stock Deferral Agreement” shall mean the form established from time to time by the Committee that a Director completes, executes, and returns to the Committee to defer the receipt of shares of Common Stock upon the lapse of restrictions on Restricted Stock Awards.

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Restricted Stock Unit/RSU. “Restricted Stock Unit” or “RSU” shall mean units of deemed investment in shares of Common Stock in accordance with Article VII of the Plan.

Restricted Stock Unit Account/RSU Account. “Restricted Stock Unit Account” or “RSU Account” shall mean the record of a Participant’s interest in this Plan represented by the number of RSUs related to shares of Restricted Stock deferred hereunder, adjusted for distributions, withdrawals, and other similar activities as provided in the Plan.

Stock Plan. “Stock Plan” shall mean collectively the equity incentive plans adopted by the company from time to time or under which the Company has Restricted Stock Awards outstanding, and individually, such equity incentive plan governing any particular Restricted Stock Award.

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agent, eligible Directors deferring Restricted Stock Awards must also tender the certificates for the shares of Restricted Stock with respect to which the Restricted Stock Deferral Agreement is being entered into at the time the Restricted Stock Deferral Agreement is tendered.

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VIII. Method of Distribution of Deferred Compensation

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acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of the appointment or election; and

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treated as the original time of payment and each applicable Director shall be provided an opportunity to elect, prior to December 31, 2005, a new time and form of distribution from among the available options under Section VIII.A. and B. If such an election is made, an RSU Account shall be established and administered in accordance with such election and in accordance with all other provisions of the Plan regarding RSU Accounts. In addition, at the time a Director makes a special distribution election under this Section VIII.H., the Director shall also make an election as to the payment of related earnings as provided in Section VII.J.

Notwithstanding anything contained in Section VIII.A or Section VIII.B to the contrary, if any Participant dies before receiving all amounts credited to each of his Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts, the unpaid amounts in the Participant’s Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts shall be paid on the first business day coinciding with or next following the first January 1 or July 1 immediately following the Participant’s date of death in the form elected pursuant to the terms of Section VIII.B, to the Participant’s beneficiary or beneficiaries in accordance with the last effective beneficiary designation form filed by the Participant with the Committee. Each Participant shall file with the Committee a form indicating the person, persons, or entity who is to receive the Participant’s benefits under the Plan if he dies before receiving all the balances in his Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts. A Participant’s beneficiary designation may be changed at any time prior to his death by execution and delivery of a new beneficiary designation form. If a Participant has failed to designate a beneficiary or no designated beneficiary survives the Participant, payment shall be made in a lump sum to the Participant’s surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a beneficiary shall be payable to the executor or personal representative of the Participant’s estate. A beneficiary who fails to survive a Participant by at least 10 days shall be deemed to have predeceased the Participant.

Notwithstanding anything contained in Section VIII.A or Section VIII.B to the contrary (except for the distribution restriction described in subsection (iii) of Section VIII.B that will continue to apply), in the event of the Disability of a Participant, all amounts credited to each of the Participant’s Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts, and remaining unpaid on the date of the onset of the Disability, shall be paid to the Participant on the first business day coinciding with or next following the first January 1 or July 1 immediately following the Participant’s date of the onset of the Disability in the form elected pursuant to the terms of Section VIII.B. For purposes of this Article XI of the Plan, “Disability” shall mean (a) the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under the long-term disability plan of the Company.

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Establishment of the Plan shall not be construed to give any Participant the right to be retained in the Company’s (or an affiliate’s) service or to any benefits not specifically provided by the Plan. A Participant shall not have any interest in the deferred compensation and earnings credited to his Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts until such accounts are distributed in accordance with the Plan. All amounts deferred or otherwise held for the account of a Participant under the Plan shall remain the sole property of the Company, subject to the claims of its general creditors and available for its use for whatever purposes are desired. With respect to amounts deferred or otherwise held for the account of a Participant, the Participant is merely a general creditor of the Company; and the obligation of the Company hereunder is purely contractual and shall not be funded or secured in any way. At its discretion, the Company may establish one or more grantor trusts to assist the Company in accumulating the funds needed to meets its obligation under the Plan.

In case the claim of any Participant or beneficiary for benefits under the Plan is denied, the Committee shall provide adequate notice in writing to such claimant, setting forth the specific reasons for such denial. The notice shall be written in a manner calculated to be understood by the claimant. The Committee shall afford a Participant or beneficiary whose claim for benefits has been denied 60 days from the date notice of such denial is delivered or mailed in which to appeal the decision in writing to the Committee. If the Participant or beneficiary appeals the decision in writing within 60 days, the Committee shall review the written comments and any submissions of the Participant or beneficiary and render its decision regarding the appeal all within 60 days of such appeal.

The rights of a Participant to the payment of deferred compensation as provided in the Plan shall not be assigned, transferred, pledged, or encumbered, or be subject in any manner to alienation or anticipation. No Participant may borrow against his Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts. No Cash Compensation Deferral Account and/or Restricted Stock Unit Account shall be subject in any manner to anticipation, alienation, sale,

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transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, whether voluntary or involuntary, including any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any Participant.

XV. STATEMENT OF ACCOUNT

Statements will be sent to Participants within sixty (60) days after the end of each calendar quarter as to the balance in their Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts as of the end of such calendar quarter.

XVI. ADMINISTRATION

The Administrator of the Plan shall be the Benefits Administrative Committee of the Company or any successor committee (the “Committee”). The Committee shall have authority to adopt rules and regulations for carrying out the Plan and to interpret, construe, and implement the provisions thereof. Any decision or interpretation of any provision of the Plan adopted by the Committee shall be final and conclusive.

XVII. AMENDMENT AND TERMINATION

The Plan may, at any time, be amended or modified by the Board of Directors of the Company. The Board of Directors of the Company may terminate the Plan and distribute all benefits accrued hereunder only: (i) if the termination is in connection with a Change in Control pursuant to the terms of Section VIII.E., within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A); or (ii) if all nonqualified deferred compensation plans that are account balance plans maintained by the Company are terminated, no payments are made within 12 months of the termination of the Plan (other than those that would have been paid absent the termination), all payments are made within 24 months of the termination of the Plan, and the Company does not adopt another nonqualified deferred compensation plan that is an account balance plan for a period of five (5) years following the date of the termination of the Plan. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant’s right to receive amounts previously accrued in his Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts. Furthermore, unless explicitly provided otherwise, no amendment, modification, or termination of this Plan shall affect the Prior Plan whose terms were frozen and grandfathered under prior law effective as of December 31, 2004.

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XVIII. GENERAL PROVISIONS

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XIX. UNFUNDED STATE OF THE PLAN

Any and all payments made to the Participant pursuant to the Plan shall be made only from the general assets of the Company, or at the discretion of the Company, such payments shall be made from a grantor trust established by the Company. All accounts under the Plan shall be for bookkeeping purposes only and shall not represent a claim against specific assets of the Company. Nothing contained in this Plan shall be deemed to create a trust of any kind or create any fiduciary relationship.

IN WITNESS WHEREOF, Pharmaceutical Product Development, Inc. has caused its corporate seal to be hereunto affixed and has caused its name to be signed hereto by its Chief Executive Officer and attested by its Secretary, pursuant to due authority of its Board of Directors as of this 1^st day January, 2005.

(Corporate Seal)

Attest:

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