bwempagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXECUTION
COPY

          


        

      

    


    EMPLOYMENT AGREEMENT (this
“Agreement”),
dated as of June 3, 2008 between inVentiv Health, Inc., a Delaware corporation
with an office at 200 Cottontail Lane, Vantage Court North, Somerset, New
Jersey  08873 (the “Employer”), and R.
Blane Walter, an individual whose current residence is as reflected in the
Employer’s records (the “Executive”).

     

    WHEREAS, the Executive has
been employed by and currently serves as the Employer’s President pursuant to an
employment agreement between the Executive and the Employer, dated as of August
7, 2007 (the “2007
Agreement”);

     

    WHEREAS, prior to the 2007
Agreement, the Executive served as President and Chief Executive Officer of the
Employer’s subsidiary, InVentiv Communications, Inc. (f/k/a inChord
Communications, Inc.), pursuant to an Employment Agreement, dated as of
September 6, 2005 between inVentiv Communications, Inc. and the
Executive  (the “2005 Agreement” and
collectively with the 2007 Agreement, the “Prior
Agreements”);

     

    WHEREAS, the Employer desires
that Executive serve as its Chief Executive Officer, and Executive is willing to
accept such employment by the Employer, on the terms and subject to the
conditions set forth in this Agreement; and

     

    WHEREAS, except where
otherwise specified, the parties desire to supersede and replace the Prior
Agreements with this Agreement.

     

    NOW THEREFORE, in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties agree as follows:

     

    
      	
              1.  

            	
              Term of Employment;
      Title; Duties; Authority.

            


    

     

    
      	
              (a)  

            	
              The
      Employer hereby employs the Executive, and the Executive hereby accepts
      employment with the Employer, upon the terms set forth in this Agreement,
      effective June 11, 2008 (the “Effective
      Date”) and continuing until the date of the termination of the
      Executive’s employment hereunder in accordance with the terms of this
      Agreement (the “Termination
      Date”).  The Executive shall serve as the Chief Executive
      Officer of the Employer from and after the Effective Date, with such
      authority, duties and responsibilities as are commensurate with such
      position.

            


    

     

    
      	
              (b)  

            	
              During
      the term of his employment hereunder, the Executive shall report to the
      Board of Directors of the Employer (the “Board”).  Capitalized
      terms used and not otherwise defined herein shall have the meanings
      assigned to them in the Acquisition Agreement dated as of September 6,
      2005 (the “Acquisition
      Agreement”) relating to the acquisition by a subsidiary of the
      Employer of inVentiv Communications,
Inc.

            


    

     

    
      	
              2.  

            	
              Extent of
      Services.

            


    

     

    
      	
              (a)  

            	
              During
      the term of his employment hereunder, the Executive agrees to devote his
      entire business time and attention to the performance of his duties under
      this Agreement.  The Executive shall perform his duties to the
      best of his ability and shall use his reasonable best efforts to further
      the interests of the Employer.  The Executive shall not, while
      employed by the Employer, unless otherwise agreed to in advance in writing
      by the Employer, commence employment with any other party or become
      self-employed, provided that it shall not constitute a breach of the
      Executive’s obligations under this Section 2(a) to (i) serve on
      corporate, civic or charitable boards or committees, subject to Section 8
      of this Agreement, (ii) deliver lectures or fulfill speaking
      engagements, subject to Section 9 of this Agreement, or (iii) manage
      personal investments, in each case so long as such activities do not
      materially interfere with the Executive’s performance of his duties to the
      Employer.  It is expressly understood and agreed that, to the
      extent that any such activities are being conducted by the Executive as of
      the date of this Agreement, the continued conduct of such activities (or
      the conduct of activities similar in nature and scope thereto) in a
      substantially similar manner and degree subsequent to the date of this
      Agreement shall be deemed not to materially interfere with the performance
      of the Executive’s duties to the Employer under this
      Agreement.  The Executive shall not be required to be based at
      any office or location outside the greater Columbus, Ohio metropolitan
      area or to relocate his residence but will spend such time at other office
      locations of the Employer as is reasonable for the proper discharge of his
      duties as Chief Executive Officer of the
  Employer.

            


    

     

    
      	
              (b)  

            	
              The
      Executive represents and warrants to the Employer that he is able to enter
      into this Agreement and that his ability to enter into this Agreement and
      to fully perform his duties hereunder are not limited to or restricted by
      any agreements or understandings between the Executive and any other
      person.  For the purposes of this Agreement, the term “person” means
      any natural person, corporation, partnership, limited liability
      partnership, limited liability company or any other entity of any
      nature.

            


    

     

    
      	
              3.  

            	
              Compensation.

            


    

     

    
      	
              (a)  

            	
              The
      Employer shall pay the Executive a base salary at an annualized rate of
      $550,000, subject to annual review by the Board or the Compensation
      Committee thereof (the “Compensation
      Committee”), which may increase, but not decrease, the amount (the
      “Base
      Salary”).  The Base Salary shall be paid periodically in
      accordance with the Employer’s ordinary payroll practices for executive
      personnel, less deductions required by law or pursuant to the benefit
      plans and policies of the Employer and its
  affiliates.

            


    

     

    
      	
              (b)  

            	
              The
      Executive shall be eligible for a bonus in each calendar year, commencing
      with calendar year 2008, based on the Executive’s success in reaching or
      exceeding performance objectives (the “Bonus”), as
      determined by the Board or the Compensation Committee, the amount of such
      Bonus, if any, to be determined in the discretion of the Board or the
      Compensation Committee, and (unless the Executive’s employment is
      terminated by the Employer without Cause between January 1 and January 15
      of the year following the year with respect to which the Bonus is earned)
      subject to the Executive remaining employed by the Employer through
      January 15 of the year following the year with respect to which the Bonus
      is earned (the “Payment Eligibility
      Condition”).  Any Bonus will be paid at the same time
      bonuses are paid to executive officers generally (but in no event later
      than December 31 of the year following the year with respect to which the
      Bonus relates).  The Executive’s target Bonus in each calendar
      year commencing on and after January 1, 2009  shall be 100% of
      the Executive’s then current Base Salary (“Target”) and
      the maximum Bonus that may be paid shall be 200% of the Executive’s then
      current Base Salary (“Maximum”).  With
      respect to 2008, the Executive shall be eligible for a Bonus as
      follows:  (i) in accordance with the 2007 Agreement, a Bonus
      with respect to the period from January 1, 2008 until December 31, 2008
      based on the Executive’s success in reaching or exceeding performance
      objectives, provided that such Bonus shall be determined by the
      Compensation Committee for such period, and (ii) the Executive shall be
      eligible for an additional Bonus with respect to the period from the
      Effective Date until December 31, 2008 in an amount (A) determined on the
      same basis as clause (i) (with such appropriate modifications, if any, in
      the non-quantitative criteria as the Compensation Committee may reasonably
      establish) but assuming the Target and Maximum were in effect during all
      of 2008, multiplied by (B) a fraction, the numerator of which is the
      number of days remaining in 2008 after the Effective Date and the
      denominator of which is 366 (“2008 Fraction”) minus (B) the amount that
      the Executive receives under clause (i) above multiplied by the 2008
      Fraction.  The amount of each Bonus, if any, that is actually
      awarded, shall be determined at the discretion of the Board or the
      Compensation Committee.  All or any portion of the Bonus may be
      awarded pursuant to a plan satisfying the requirements of Section 162(m)
      of the Internal Revenue Code of 1986, as amended (the “Code”).

            


    

     

    
      	
              (c)  

            	
              Subject
      to the execution by the Executive of the Employer’s applicable award
      documentation, the Employer shall grant to the Executive (i) in respect of
      the Executive’s promotion to Chief Executive Officer of the Employer, a
      special equity incentive award grant on or about June 11, 2008 having a
      value of at least $1,250,000 (the “Promotional
      LTI”).  One-third of the value of the Promotional LTI
      shall be made in the form of restricted stock and two-thirds of the value
      of the Promotional LTI shall be made in the form of stock
      options.  The award documentation for the Promotional LTI shall
      be in substantially the form used for grants to other executive officers
      of the Employer; provided, however, that, subject to accelerated vesting
      under the applicable plan pursuant to which the Promotional LTI was made
      or this Agreement, the Promotional LTI restricted stock award shall vest
      in two equal installments on each of the second and fifth anniversaries of
      the Effective Date and the Promotional LTI award made in the form of stock
      options shall vest in four equal annual installments commencing on the
      first anniversary of the date of grant, in each case assuming continued
      service through each applicable vesting date.  The value of
      equity awards shall be determined in accordance with Statement of
      Financial Accounting Standards No.
123R.

            


    

     

    
      	
              (d)  

            	
              (i)
      The Executive shall be awarded as part of the Employer’s 2009 annual
      equity grant program an equity grant having a value of at least $1,000,000
      (the “2009
      LTI”).  One-third of the value of the 2009 LTI shall be
      made in the form of restricted stock and two-thirds of the value of the
      2009 LTI shall be made in the form of stock options.  The award
      documentation for the 2009 LTI shall be in substantially the form used for
      grants to other executive officers of the Employer; provided, however,
      that, subject to accelerated vesting under the applicable plan pursuant to
      which the 2009 LTI is made or this Agreement, the 2009 LTI awards shall
      vest in four equal annual installments commencing on the first anniversary
      of the date of grant assuming continued service through each applicable
      vesting date.

            


    

     

    (ii)
Commencing in 2010, the Executive shall be eligible to receive annual equity
grants commensurate with the Executive’s position, with each such grant, if any,
subject to the discretion of the Compensation Committee (the “Annual
LTI”).  Without limiting such discretion, the Employer and the
Executive acknowledge that each Annual LTI shall be expected to have a value of
at least $1,000,000.  The award documentation for each Annual LTI
shall be in substantially the form used for grants to other executive officers
of the Employer, subject to accelerated vesting under the applicable plan
pursuant to which the Annual LTI is made or this Agreement.

     

    
      	
              (e)  

            	
              All
      grants provided for herein shall be subject to (i) the terms and
      conditions of the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (or
      any successor plan),  and (ii) the Executive remaining employed
      until the time of the applicable
grant.

            


    

     

    
      	
              4.  

            	
              Fringe
      Benefits.

            


    

     

    
      	
              (a)  

            	
              The
      Executive shall be entitled to participate in all benefit plans, policies,
      programs or arrangements which the Employer provides to its executive
      officers in accordance with the terms thereof as in effect from time to
      time.  The Employer represents, and the Executive acknowledges
      that, the Employer does not maintain any retirement programs as of the
      date hereof other than the Employer’s 401(k) plan and its executive
      nonqualified deferred compensation
plan.

            


    

     

    
      	
              (b)  

            	
              The
      Executive shall be entitled to five (5) weeks of vacation during each year
      of employment, to be prorated monthly for partial years.  Such
      vacation shall be taken at such time or times consistent with the
      reasonable needs of the business of the Employer.  The Executive
      shall be entitled to sick leave and holidays in accordance with the
      policies of the Employer.

            


    

     

    
      	
              (c)  

            	
              During
      the period of the Executive’s employment, the Employer shall pay to the
      Executive as a car allowance the net amount of $833 per month paid as
      taxable wages.  The allowance will end effective with the
      Executive’s termination.

            


    

     

    
      	
              (d)  

            	
              The
      Employer shall provide the Executive with term life insurance coverage
      that provides at least $3 million dollars in death benefits to the
      Executive’s designated
beneficiaries.

            


    

     

    
      	
              (e)  

            	
              For
      so long as the Executive is an officer or director of the Employer or any
      of its subsidiaries and thereafter for so long as such insurance is
      carried by the Employer, the Employer shall provide, at its expense,
      director’s and officer’s insurance and indemnity coverage covering the
      Executive, in each case on the same terms as it provides to other
      executive officers and directors of the Employer or its subsidiaries or,
      for any period during which the Executive is no longer employed, on the
      same terms as it provides to other former executive officers and directors
      of the Employer or its
subsidiaries.

            


    

     

    
      	
              5.  

            	
              Reimbursement of
      Business Expenses.

            


    

     

    The
Employer shall reimburse the Executive in accordance with the Employer’s
policies generally applicable to executive officers for all reasonable
out-of-pocket costs (including, without limitation, the cost of chartered
airplane travel when reasonable alternative travel is not practicable) incurred
or paid by the Executive in connection with, or related to, the performance of
his duties, responsibilities or services under this Agreement, upon presentation
by the Executive of documentation, expense statements, vouchers and/or such
other supporting information as the Employer may reasonably
request.

     

    
      	
              6.  

            	
              Disability.

            


    

     

    For
purposes of this Agreement, “Disabled” or “Disability” means the
suffering of a physical or mental incapacity as a result of which the Executive
becomes unable to continue to perform fully his duties, with “reasonable
accommodation,” as defined in the Americans with Disabilities Act and applicable
state laws, hereunder for a consecutive period of one hundred twenty (120)
days.  The Employer may terminate the Executive’s employment by reason
of Disability upon ten (10) days’ prior written notice.  At the
Employer’s option, such physical or mental incapacity may be determined by a
physician selected by the Employer and reasonably acceptable to Executive or
presumed by the Employer on the basis of Executive’s failure to perform the
duties and services of his position for a period of one hundred twenty (120)
days.

     

    
      	
              7.  

            	
              Termination.

            


    

     

    
      	
              (a)  

            	
              The
      Executive’s employment shall be “at will” and may be terminated at any
      time by the Employer with or without Cause, subject to the terms of this
      Agreement.

            


    

     

    
      	
              (b)  

            	
              For
      the purposes of this Agreement, “Cause” shall
      mean any of the following:  (i) a material breach by the
      Executive of this Agreement, including without limitation the provisions
      of Section 8 or 9 of this Agreement, which, to the extent susceptible of
      cure, is not cured within ten (10) business days after written notice to
      the Executive (or any shorter notice period reasonably necessary to avoid
      material harm to the Employer) that identifies with reasonable specificity
      the manner in which the Employer believes the Executive has breached; (ii)
      the Executive willfully engaging in misconduct which is materially
      injurious to the Employer or any of its Affiliates; (iii) the Executive’s
      willful gross neglect of his duties for which he is employed or refusal or
      failure to follow the material, lawful directives of the Board or a
      committee thereof in any material respect, in either case, where such
      neglect, refusal or failure is not due to the Executive’s physical or
      mental incapacity and, which to the extent susceptible of cure, is not
      cured within ten (10) business days after written notice to the Executive
      (or any shorter notice period reasonably necessary to avoid material harm
      to the Employer) that identifies with reasonable specificity the willful
      gross neglect or failure to follow directives; and (iv) the Executive’s
      conviction of a felony or of any misdemeanor involving dishonesty, fraud
      or moral turpitude or the entry of a guilty or nolo contendere plea
      with respect thereto.  For purposes of this Section 7(b), no act
      or failure to act on the part of the Executive shall be considered “willful” unless
      it is done, or omitted to be done, by the Executive in bad faith or
      without reasonable belief that the Executive’s act or omission was in the
      best interests of the Employer.  Any act, or failure to act,
      based upon express authority given pursuant to the written direction of
      the Board with respect to such act or omission shall be presumed to be
      done, or omitted to be done, by the Executive in good faith and in the
      best interests of the Employer.  The termination of the
      Executive’s employment for Cause shall not be deemed to be effective
      unless and until the Board finds (after reasonable notice, specifying the
      particulars thereof in reasonable detail, is provided to the Executive and
      the Executive is given an opportunity, together with counsel, to be heard
      before the Board), that, in the good faith opinion of the Board, the
      Executive is guilty of the conduct described in clause (i), (ii), (iii) or
      (iv) above.

            


    

     

    
      	
              (c)  

            	
              The
      Executive may terminate his employment with the Employer for “Good Reason”
      by notice to the Employer (i) within ninety (90) days of the occurrence or
      the events or circumstances in which such termination for “Good Reason” is
      based and (ii) following, in the case of any termination for “Good Reason”
      pursuant to clause (i), (ii), (iii) or (vi) below, reasonable notice,
      specifying the particulars thereof in reasonable detail, to the Board an
      opportunity for the Board, together with counsel, to confer with the
      Executive.  For purposes of this Agreement, “Good Reason”
      shall mean any of the following:  (i) the assignment to the
      Executive of any duties materially inconsistent with the Executive’s
      position as Chief Executive Officer (including status, offices, title(s)
      and reporting requirements), authority, duties or responsibilities, or any
      other action by the Employer which results in a material diminution in
      such position, authority, duties or responsibilities, excluding for this
      purpose any action not taken in bad faith and which is remedied by the
      Employer within ten (10) business days after receipt of written notice
      thereof given by the Executive that identifies with reasonable specificity
      the manner in which the Executive believes the Employer has violated this
      clause; (ii) any failure of the Executive to be nominated for election as
      a director of the Employer or the removal of the Executive as a director
      of the Employer by the Board other than for Cause; (iii) any material
      breach of this Agreement by the Employer or its subsidiaries, that is not
      remedied by the Employer within ten (10) business days after written
      notice to the Employer that identifies with reasonable specificity the
      manner in which the Executive believes the Employer or subsidiary, as
      applicable, has breached this Agreement; (iv) any purported
      termination by the Employer of the Executive’s employment otherwise than
      as expressly permitted by this Agreement; (v) any failure by the Employer
      to comply with and satisfy Section 16(h) of this Agreement which is not
      remedied within ten (10) business days after the closing of a transaction
      contemplated by subparagraph (ii) of Section 16(h) of this Agreement; or
      (vi) any termination of employment by the Executive during the thirty (30)
      day period following the one (1) year anniversary of a Change in
      Control.

            


    

     

    
      	
              (d)  

            	
              The
      Executive may terminate his employment other than for Good Reason,
      provided that prior to any termination pursuant to this Section 7(d), the
      Executive shall provide not less than forty-five (45) days’ prior written
      notice thereof to the Board.

            


    

     

    
      	
              (e)  

            	
              Upon
      any termination of employment, regardless of the reason therefor, the
      Employer shall pay to the Executive or his estate (i) the Base Salary
      through the date of termination, (ii) subject to satisfaction of the
      Payment Eligibility Condition, any earned but unpaid Bonus amount (subject
      to any existing deferral elections with respect thereto), (iii) any
      expenses subject to reimbursement in accordance with Section 5 of this
      Agreement and (iv) any benefits due to Executive under any employee
      benefit plan of the Employer and any payments due to Executive under the
      terms of any Employer program, arrangement or agreement, excluding any
      severance program or policy, in each case at the times and in the amounts
      determined in accordance with the terms of such plan, program, arrangement
      or agreement (the “Accrued
      Amounts”).  Upon any termination of employment by the
      Employer for Cause or by the Executive other than for Good Reason, the
      Executive shall be entitled only to the Accrued Amounts and the Employer
      shall, except as required by law, have no other obligations hereunder or
      otherwise with respect to the Executive’s employment from and after the
      termination date and shall have no other obligations to the Executive in
      respect of such termination (including under any severance plan or policy
      of the Employer or any of its affiliates), and the Employer shall continue
      to have all other rights available
hereunder.

            


    

     

    
      	
              (f)  

            	
              (i)  If
      the Executive’s employment is terminated by the Employer without Cause or
      due to Disability or if the Executive terminates his employment for Good
      Reason, in each case prior to a Change in Control, then in addition to the
      payment of the Accrued Amounts, the Executive shall be entitled
      to:  (A) a lump sum payment, payable, subject to Section 13,
      within the (10) business days of the date of the Executive’s termination,
      equal to the product of (x) two and (y) the sum of (I) the aggregate of
      the Base Salary that would otherwise have been payable if the Executive
      continued the Executive’s employment hereunder for twelve (12) months
      following the date of such termination and (II) the average annualized
      Bonus paid to the Executive for the three (3) preceding fiscal years (or
      such shorter period that the Executive has been Chief Executive Officer,
      if higher), disregarding any fiscal years for which the Executive was not
      eligible for a Bonus in accordance with the terms hereof or, with respect
      to a Termination due to without Cause or due to Disability or if the
      Executive terminates his employment for Good Reason prior to January 15,
      2009, 100% of 2008 Base Salary; and (B) vesting of all equity incentive
      awards, including options, stock appreciation rights, restricted stock and
      restricted shares previously granted to the Executive (and with respect to
      any performance-based awards, based on the deemed attainment of applicable
      performance objectives at target levels), and each such equity incentive
      award shall remain exercisable, where applicable (but subject to the terms
      of the equity plan under which such awards were granted relating to
      extraordinary transactions and forfeiture for misconduct), to the
      applicable date provided in Section 13 of this Agreement.  Such
      severance pay shall be paid, net of payroll taxes and other legally
      required deductions.  The Employer shall, except as required by
      law and as described in Section 7(i) of this Agreement, have no other
      obligations hereunder or otherwise with respect to the Executive’s
      employment from and after the termination date and shall have no other
      obligations to the Executive in respect of a termination described in the
      first sentence of this Section 7(f)(i) (including under any severance plan
      or policy of the Employer or any of its affiliates), and the Employer
      shall continue to have all other rights available
    hereunder.

            


    

     

    (ii)  If
the Executive dies prior to a Change in Control, then in addition to the payment
of the Accrued Amounts, all equity incentive awards, including options, stock
appreciation rights, restricted stock and restricted shares previously granted
to the Executive (and with respect to any performance-based awards, based on the
deemed attainment of applicable performance objectives at target levels) shall
immediately vest and each such equity incentive award shall remain exercisable,
where applicable (but subject to the terms of the equity plan under which such
awards were granted relating to extraordinary transactions and forfeiture for
misconduct), to the applicable date provided in Section 13 of this Agreement.
Such acceleration shall be subject to required payroll taxes and other legally
required deductions, if any.  The Employer shall, except as required
by law and as described in Section 7(i) of this Agreement, have no other
obligations hereunder or otherwise with respect to the Executive’s employment
from and after the termination date and shall have no other obligations to the
Executive in respect of a termination described in the first sentence of this
Section 7(f)(ii) (including under any severance plan or policy of the Employer
or any of its affiliates), and the Employer shall continue to have all other
rights available hereunder.

     

    
      	
              (g)  

            	
              Upon
      a Change in Control during the Executive’s employment hereunder, the
      Executive shall be entitled to:  (i) a lump sum payment equal to
      the product of (x) two and (y) the sum of (A) the aggregate of the Base
      Salary that would otherwise have been payable if the Executive continued
      the Executive’s employment hereunder for twelve (12) months following such
      Change in Control and (B) the average annual Bonus paid to the Executive
      for the three (3) preceding fiscal years (or such shorter period that the
      Executive has been Chief Executive Officer, if higher), disregarding any
      fiscal years for which the Executive was not eligible for a Bonus in
      accordance with the terms hereof or, with respect to a Change in Control
      prior to January 15, 2009, 100% of 2008 Base Salary; (ii) full vesting of
      all equity incentive awards, including options, stock appreciation rights,
      restricted stock and restricted shares previously granted to the Executive
      (and with respect to any such equity awards that may be performance-based,
      based on the deemed attainment of applicable performance objectives at
      target levels), and each such equity incentive award shall remain
      exercisable, where applicable (but subject to the terms of the equity plan
      under which such awards were granted relating to extraordinary
      transactions and forfeiture for misconduct), to the applicable date
      provided in Section 13(a) of this Agreement; and (iii) any Gross-Up
      Payment due in accordance with Section 7(l) of this
      Agreement.  The amount described in clauses (i) and (iii) of the
      preceding sentence shall be payable net of payroll taxes and other legally
      required deductions.  The Employer shall have no other
      obligations to the Executive in respect of a Change in Control (including
      under any severance plan or policy of the Employer or any of its
      affiliates) and the Employer and Executive shall continue to have all
      other rights available hereunder.

            


    

     

    
      	
              (h)  

            	
              If
      the Executive is terminated by the Employer without Cause, if the
      Executive terminates his employment for Good Reason or if the Executive is
      terminated for Disability, in each case within thirteen (13) months after
      a Change in Control, then in addition to the payment of the Accrued
      Amounts, the Executive shall be entitled to receive a lump sum payment,
      subject to Section 13, equal to the sum of:  (i) the aggregate
      of the Base Salary that would otherwise have been payable if the Executive
      continued the Executive’s employment hereunder for twelve (12) months
      following such termination; (ii) the average annualized Bonus paid to the
      Executive for the three (3) preceding fiscal years, (or such shorter
      period that the Executive has been Chief Executive Officer, if higher),
      disregarding any fiscal years for which the Executive was not eligible for
      a Bonus in accordance with the terms hereof or, with respect to such a
      termination of employment prior to January 15, 2009, 100% of 2008 Base
      Salary; and (iii) any Gross-Up Payment due in accordance with Section 7(l)
      of this Agreement.  Such payment shall be made, net of required
      payroll taxes and other legally required deductions, if
      any.  The Employer shall, except as required by law and as
      described in Section 7(i) of this Agreement, have no other obligations
      hereunder or otherwise with respect to the Executive’s employment from and
      after the termination date and shall have no other obligations to the
      Executive in respect of a termination described in the first sentence of
      this Section 7(h) (including under any severance plan or policy of the
      Employer or any of its affiliates), and the Employer shall continue to
      have all other rights available
hereunder.

            


    

     

    
      	
              (i)  

            	
              If
      the Executive’s employment is terminated by the Employer without Cause, if
      the Executive terminates his employment for Good Reason, if the
      Executive's employment terminates by reason of his death or if the
      Executive is terminated for Disability (a “Qualifying Termination”),
      then:

            


    

     

    (i)           Except
where the Executive's Qualifying Termination is by reason of his death, the
Employer shall maintain the same amount of life insurance required by the
Agreement, (A) for a period of thirty-six (36) months following the termination
of the Executive’s employment if such termination of employment occurs during
the thirteen (13) months after a Change in Control or (B) for a period of
eighteen (18) months following the termination of the Executive’s employment if
such termination of employment occurs prior to a Change in Control;

     

    (ii)           The
Employer shall continue health benefits to the Executive (and/or his spouse and
eligible dependents, if any) equivalent to those which would have been provided
to them in accordance with the plans, programs, practices and policies as made
available to actively employed executives of the Employer (including, without
limitation, co-pays, deductibles and other required payments and limitations) as
then in effect (or, if more favorable, as in effect immediately prior to a
Change in Control) (the “Welfare Plans”), for
a period of thirty-six (36) months following such Qualifying Termination (the
“Continuation
Period”).  If the Executive does not make a timely election to
continue coverage under COBRA, the Continuation Period will be reduced by
eighteen (18) months.  If Executive is covered by health insurance of
a subsequent employer, the coverage provided under this Agreement will be
secondary to such other coverage.

     

    The
Executive (or, where applicable, his spouse and dependents) shall pay the full
monthly premium cost of medical coverage under this Section 7(i) for the
Continuation Period.  The monthly premium cost during the Continuation
Period for the Executive, spouse and dependents shall be the monthly COBRA
premium during the COBRA health care continuation coverage period under section
4980B of the Code or, to the extent the COBRA coverage is not in effect, such
amount as is equal to the Employer’s deemed cost of such medical coverage for
the Executive and and/or his spouse and eligible dependents, if any, which shall
be determined actuarially by the Employer’s advisors (the “Applicable
Premium”).  During the Continuation Period, the Employer shall
pay the Executive (or, where applicable, the Executive’s spouse) an amount equal
to the 135% of the Applicable Premium described above (the “Advance Premium”), as
in effect from time to time, which, subject to Section 13(d), shall be made in
advance on the first business day of each month, commencing with the month
immediately following the Executive’s date of termination, provided that,
subject to Section 13(d), the first such payment shall be made within thirty
(30) days after the Executive’s termination date.  The Employer shall
have no further obligation to pay the Advance Premium after the earlier of: (A)
the Executive (or, where applicable, his spouse and dependents) ceasing to
participate in the Welfare Plans and (B) the end of the Continuation
Period.

     

    


     

    
      	
              (j)  

            	
              Notwithstanding
      the foregoing, the Executive shall not be entitled to any payment or
      benefit pursuant to Section 7(f), (h) or (i) of this Agreement unless (i)
      the Executive remains in material compliance with the Executive’s
      obligations under Sections 8 and 9 of this Agreement (it being understood
      that the Executive’s failure to remain in compliance with the Executive’s
      obligations under this Agreement will not give rise to any right of the
      Employer to reclaim any benefit previously paid or provided) and (ii) the
      Executive (or, in the case of the Executive’s death, his estate) executes
      a general release of the Employer and its affiliates, and their respective
      officers, directors, employees and agents in substantially the form and
      substance attached hereto as Appendix B not later than thirty (30) days
      following the date of termination
occurs.

            


    

     

    
      	
              (k)  

            	
              For
      purposes of this Agreement, “Change in
      Control” means

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”))
      (a “Person”), of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of more than 50% of either (A) the then-outstanding
      shares of common stock (or other equity if the Employer is not a
      corporation) of the Employer (the “Outstanding Employer
      Common Stock”) or (B) the combined voting power of the
      then-outstanding voting securities of the Employer entitled to vote
      generally in the election of directors (the “Outstanding Employer
      Voting Securities”); provided, however, that,
      for purposes of this Section 7(k) the following acquisitions shall
      not constitute a Change in Control:  (i) any acquisition
      directly from the Employer; (ii) any acquisition by the Employer; or
      (iii) any acquisition by any employee benefit plan (or related trust)
      sponsored or maintained by the Employer or any Affiliated
      Employer;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Individuals
      who, as of the Effective Date, constituted the Board (the “Incumbent
      Board”) cease for any reason to constitute at least a majority of
      the Board; provided, however, that
      any individual becoming a director subsequent to the Effective Date whose
      election, or nomination for election by the Employer’s stockholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an
      actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of a Person other than the
    Board;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Consummation
      of a reorganization, merger, consolidation or sale or other disposition of
      all or substantially all of the assets of the Employer (a “Business
      Combination”), in each case, unless, following such Business
      Combination, (A) all or substantially all of the individuals and
      entities that were the beneficial owners of the Outstanding Employer
      Common Stock and the Outstanding Employer Voting Securities immediately
      prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of the then-outstanding shares of common stock
      and the combined voting power of the then-outstanding voting securities
      entitled to vote generally in the election of directors, as the case may
      be, of the corporation resulting from such Business Combination
      (including, without limitation, a corporation that, as a result of such
      transaction, owns the Employer or all or substantially all of the
      Employer’s assets either directly or through one or more subsidiaries) in
      substantially the same proportions as their ownership immediately prior to
      such Business Combination of the Outstanding Employer Common Stock and the
      Outstanding Employer Voting Securities, as the case may be, and
      (B) at least a majority of the members of the board of directors of
      the corporation resulting from such Business Combination were members of
      the Incumbent Board at the time of the execution of the initial agreement
      or of the action of the Board providing for such Business Combination;
      or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Approval
      by the stockholders of the Employer of a complete liquidation or
      dissolution of the Employer.

            


    

    


    
      	
              (l)  

            	
              Gross-Up
      Payment.

            


    

     

    
      	
              (i)  

            	
              Anything
      in this Agreement to the contrary notwithstanding, in the event it shall
      be determined that any payment, award, benefit or distribution (or any
      acceleration of any payment, award, benefit or distribution) by the
      Employer (or any of its affiliated entities) or any entity which
      effectuates a Change in Control to or for the benefit of the Executive
      (whether pursuant to the terms of this Agreement or otherwise, but
      determined without regard to any additional payments required under this
      Section 7(l)) (the “Payments”)
      would be subject to the excise tax imposed by Section 4999 of the Code, or
      any interest or penalties are incurred by the Executive with respect to
      such excise tax (such excise tax, together with any such interest and
      penalties, are hereinafter collectively referred to as the “Excise Tax”),
      then the Executive shall be entitled to  an additional payment
      (a “Gross-Up
      Payment”) in an amount such that after payment by the Executive of
      all taxes (including any Excise Tax, but excluding any tax, penalty or
      interest imposed under Section 409A of the Code) imposed upon the Gross-Up
      Payment, the Executive retains an amount of the Gross-Up Payment equal to
      the sum of (x) the Excise Tax imposed upon the Payments and (y) the
      product of any deductions disallowed because of the inclusion of the
      Gross-Up Payment in the Executive’s adjusted gross income and the highest
      applicable marginal rate of federal income taxation for the calendar year
      in which the Gross-Up Payment is to be made.  For purposes of
      determining the amount of the Gross-Up Payment, the Executive shall be
      deemed to (i) pay federal income taxes at the highest marginal rates of
      federal income taxation for the calendar year in which the Gross-Up
      Payment is to be made, (ii) pay applicable state and local income taxes at
      the highest marginal rate of taxation for the calendar year in which the
      Gross-Up Payment is to be made, net of the maximum reduction in federal
      income taxes which could be obtained from deduction of such state and
      local taxes and (iii) have otherwise allowable deductions for federal
      income tax purposes at least equal to those which could be disallowed
      because of the inclusion of the Gross-Up Payment in the Executive’s
      adjusted gross income.

            


    

     

    
      	
              (ii)  

            	
              Notwithstanding
      the foregoing provisions of this Section 7(l), if it shall be determined
      that the Executive is entitled to the Gross-Up Payment, but that the
      Parachute Value of all Payments does not exceed the Safe Harbor Amount by
      the lesser of (A) 5% of the Safe Harbor Amount and (B) $150,000, then no
      Gross-Up Payment shall be made to the Executive and the amounts payable
      under this Agreement shall be reduced so that the Parachute Value of all
      Payments, in the aggregate, equals the Safe Harbor Amount; provided,
      however, that in no event, shall such reduction exceed
      $150,000.  The reduction of the amounts payable hereunder, if
      applicable, shall be made by reducing the payments and benefits under the
      following sections in the following order: (i) the accelerated vesting of
      equity pursuant to Section 7(g), (ii) the cash payment under Section 7(h)
      and (iii) the cash payment under Section 7(g).  For purposes of
      reducing the Payments to the Safe Harbor Amount, only amounts payable
      under this Agreement (and no other Payments) shall be
      reduced.  If the reduction of the amounts payable under this
      Agreement in accordance with this Section 7(l)(ii) would not result in a
      reduction of the Parachute Value of all Payments to the Safe Harbor
      Amount, no amounts payable under the Agreement shall be reduced pursuant
      to this Section 7(l).  The Employer’s obligation to make
      Gross-Up Payments under this Section 7(l) shall not be conditioned upon
      the Executive’s termination of
employment.

            


    

     

    
      	
              (iii)  

            	
              Subject
      to the provisions of Section 7(l)(i), all determinations required to be
      made under this Section 7(l), including whether and when a Gross-Up
      Payment is required, the amount of such Gross-Up Payment and the
      assumptions to be utilized in arriving at such determinations, shall be
      made by PricewaterhouseCoopers (the “Accounting
      Firm”) which shall provide detailed supporting calculations both to
      the Employer and the Executive within fifteen (15) business days of the
      receipt of notice from the Employer or the Executive that there has been a
      Payment, or such earlier time as is requested by the Executive or the
      Employer (collectively, the “Determination”).  In
      the event that the Accounting Firm is serving as accountant or auditor for
      the individual, entity or group effecting the Change in Control, the
      Executive and the Employer shall jointly appoint another nationally
      recognized public accounting firm to make the determinations required
      hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder).  All fees and expenses of the
      Accounting Firm shall be borne solely by the Employer and the Employer
      shall enter into any agreement requested by the Accounting Firm in
      connection with the performance of the services hereunder.  The
      Gross-Up Payment under this Section 7(l) with respect to any Payments
      shall be made no later than thirty (30) days following such
      Payment.  The Determination by the Accounting Firm shall be
      binding upon the Employer and the Executive.  As a result of the
      uncertainty in the application of Section 4999 of the Code at the time of
      the Determination, it is possible that Gross-Up Payments which will not
      have been made by the Employer should have been made (“Underpayment”)
      or Gross-Up Payments are made by the Employer which should not have been
      made (“Overpayment”),
      consistent with the calculations required to be made
      hereunder.  In the event that the Executive thereafter is
      required to make payment of any Excise Tax or additional Excise Tax, the
      Accounting Firm shall determine the amount of the Underpayment that has
      occurred and any such Underpayment (together with interest at the rate
      provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by
      the Employer to or for the benefit of the Executive but in no event later
      than the date specified in Section 13.  In the event the amount
      of the Gross-Up Payment exceeds the amount necessary to reimburse the
      Executive for his Excise Tax, the Accounting Firm shall determine the
      amount of the Overpayment that has been made and any such Overpayment
      (together with interest at the rate provided in Section 1274(b)(2)(B) of
      the Code) shall be promptly paid by the Executive (to the extent he has
      received a refund if the applicable Excise Tax has been paid to the
      Internal Revenue Service) to or for the benefit of the
      Employer.  The Executive shall cooperate with any reasonable
      requests by the Employer in connection with any contests or disputes with
      the Internal Revenue Service in connection with the Excise Tax; provided
      that (i) the Employer shall bear and pay directly all legal and other
      costs and expenses of the Executive's representation in connection with
      such contest or dispute and (ii) the Employer shall indemnify and hold the
      Executive harmless on the terms provided above for any additional Excise
      Tax (including interest and penalties) imposed as a result of such contest
      or dispute.

            


    

     

    
      	
              (iv)  

            	
              Any
      Gross-Up Payment, as determined pursuant to this Section 7(l), shall be
      remitted by the Employer to the Internal Revenue Service or any other
      applicable taxing authority within five days of the receipt of the
      Accounting Firm’s determination or, in the case of amounts relating to a
      claim that does not result in the remittance of any federal, state, local
      and foreign income, excise, social security and other taxes, the calendar
      year in which the claim is finally settled or otherwise
      resolved.

            


    

     

    
      	
              (v)  

            	
              The
      following terms shall have the following meanings for purposes of this
      Section 7(l).

            


    

     

    
      	
              (A)  

            	
               “Parachute
      Value” of a Payment shall mean the value of such Payment the date of the
      change of control for purposes of Section 280G of the Code of the portion
      of such Payment that constitutes a “parachute payment” under Section
      280G(b)(2), as determined by the Accounting Firm for purposes of
      determining whether and to what extent the Excise Tax will apply to such
      Payment.

            


    

     

    


    
      	
              (B)  

            	
              The
      “Safe Harbor Amount” means 2.99 times the Executive’s “base amount,”
      within the meaning of Section 280G(b)(3) of the
  Code.

            


    

     

    
      	
              8.  

            	
              Non-Solicitation and
      Non-Competition.

            


    

     

    
      	
              (a)  

            	
              The
      Executive acknowledges and agrees to be bound by the provisions of Section
      4.2 of the Acquisition Agreement, which are incorporated by reference
      herein.  The duration of the covenants contained in said Section
      4.2, as incorporated herein, will be unaffected by any termination of the
      Executive’s employment (regardless of the reason therefor).  The
      Executive agrees in addition to be bound by identical covenants hereunder
      (as well as a covenant prohibiting the Executive, for his own benefit or
      the benefit of any person (other than Traci Voytus) or entity other than
      an inVentiv Entity, from (i) hiring any present or former officer,
      director or employee or (ii) engaging any present or former officer,
      director or employee as a partner, contractor, sub-contractor, employee,
      consultant or other business associate of Executive) with respect to each
      inVentiv Entity, including inVentiv Communications, Inc. (f/k/a inChord
      Communications, Inc.) and the Company Subsidiaries, commencing on the date
      hereof and continuing until the first anniversary of the termination of
      the Executive’s employment for any reason (or, if such termination occurs
      prior to October 5, 2010, the second anniversary of such termination),
      provided that for purposes of this sentence, “Restricted
      Business” means any business conducted by any inVentiv Entity as of
      the date hereof or at any time prior to the Termination Date during the
      Executive’s employment by the Employer.  The preceding sentence
      amends Section 8 of the 2005 Agreement and Section 8(a) of the 2007
      Agreement.

            


    

     

    
      	
              (b)  

            	
              The
      Executive agrees and acknowledges that in order to assure the inVentiv
      Entities that they will retain the value of their business operations, it
      is necessary that the Executive undertake not to utilize the Executive’s
      special knowledge of such business operations and the Executive’s
      relationships with customers to compete with the inVentiv’s
      Entities.  Executive further acknowledges
  that:

            


    

     

    (i)           the
Executive is engaged in, is knowledgeable about, and provides services in
connection with all aspects of the Employer’s business;

     

    (ii)           the
Executive will occupy a position of trust and confidence with the Employer, and
during the term of the Executive’s employment hereunder, the Executive may
become familiar with the inVentiv Entities’ trade secrets and with other
Confidential Information (as defined below) concerning the inVentiv Entities and
the business operations of the inVentiv Entities;

     

    (iii)           the
agreements and covenants contained in Sections 8 and 9 are essential to protect
the inVentiv Entities and the goodwill of the business operations of the
inVentiv Entities and compliance with such agreements and covenants will not
impair the Executive’s ability to procure subsequent and comparable employment;
and

     

    (iv)           the
Executive’s employment with the Employer has special, unique and extraordinary
value to the inVentiv Entities and each inVentiv Entity would be irreparably
damaged if the Executive were to violate the provisions of Section 8 or
9.

     

    
      	
              (c)  

            	
              For
      purposes of Sections 8 and 9 of this Agreement, the “inVentiv
      Entities” shall be deemed to refer to the Employer and each of its
      subsidiaries in existence during the Executive’s employment with the
      Employer and their successors.

            


    

     

    
      	
              9.  

            	
              Confidential
      Information.

            


    

     

    
      	
              (a)  

            	
              During
      the Executive’s employment under this Agreement and for a period equal to
      the later of one (1) year after termination hereof and the expiration of
      any non-competition or non-solicitation covenants to which the Executive
      shall be bound under this Agreement or the Acquisition Agreement, the
      Executive shall hold in strict confidence, and shall not use other than in
      the conduct of the business of any inVentiv Entity (including the
      Employer), all information concerning the businesses and affairs of the
      inVentiv Entities (“Confidential
      Information”).  Notwithstanding the foregoing, (i) the
      Executive may disclose Confidential Information (A) if the same currently
      is in the public domain or hereafter is in the public domain other than as
      a result of a breach of this Section 9(a) by the Executive or (B) if the
      same is later acquired by the Executive from another source and the
      Executive did not know that such source was under a contractual, legal or
      fiduciary obligation to another person to keep such information
      confidential and (ii) the Executive may disclose such of the Confidential
      Information as is required by law (including by oral questions,
      interrogatories, requests for information or documents in legal
      proceedings, subpoena, civil investigative demand, rule of civil procedure
      or other similar process), or in connection with his preparation of tax
      returns or in response to tax audits or similar proceedings, so long as
      (x) the Executive provides the Employer with prompt written notice of any
      disclosure (unless such information is disclosed solely by virtue of
      including such information in a tax return) so that the Employer may seek
      a protective order or other appropriate remedy or (y) with respect to any
      disclosure in connection with his preparation of tax returns or in
      response to non-public tax audit proceedings, such disclosure is made on a
      confidential basis.

            


    

     

    
      	
              (b)  

            	
              Upon
      the effective date of notice of the Executive’s or the Employer’s election
      to terminate the Executive’s employment with the Employer or upon any
      termination pursuant to Section 6 of this Agreement, or at any time upon
      the request of any inVentiv Entity, the Executive (or his heirs or
      personal representatives) shall deliver to the Employer or any other
      applicable inVentiv Entity all documents and materials containing
      Confidential Information as described herein and all documents, materials
      and other property belonging to the Employer or such inVentiv Entity,
      which in either case are in the possession or under the control of the
      Executive (or his heirs or personal
  representatives).

            


    

     

    
      	
              (c)  

            	
              All
      discoveries and works made or conceived by the Executive during and in the
      course of his employment by the Employer, jointly or with others, that
      relate to the Employer’s activities shall be owned and assignable by the
      Employer.  The terms “discoveries” and “works” include, by way
      of example, inventions, computer programs (including documentation of such
      programs), technical improvements, processes, drawings and works of
      authorship (excluding solely works intended for publication and public
      dissemination in an individual capacity) that relate to the Employer’s
      business or the business, operations or activities of any customer or
      client of the Employer.  The Executive shall promptly notify and
      make full disclosure to, and execute and deliver any documents requested
      by, the Employer to evidence or better assure title to such discoveries
      and works by the Employer, assist the Employer in obtaining or
      maintaining, at the Employer’s expense, United States and foreign patents,
      copyrights, trade secret protection and other protection of any and all
      such discoveries and works, and promptly execute, whether during his
      employment or thereafter, all applications or other endorsements necessary
      or appropriate to maintain patents and other rights for the Employer or
      its assignees and to protect its title thereto.  Any discoveries
      and works which, within six (6) months after the termination of the
      Executive’s employment hereunder, are made, disclosed, reduced to a
      tangible or written form or description, or are reduced to practice by the
      Executive and which pertain to work performed by the Executive while with,
      and in his capacity as an employee of, the Employer shall, as between the
      Executive and the Employer, be presumed to have been made during the
      Executive’s employment by the
Employer.

            


    

     

    
      	
              10.  

            	
              Enforcement.

            


    

     

    The
Executive agrees that because damages arising from violations of Sections 8 and
9 of this Agreement are extremely difficult to quantify with certainty,
injunctive relief may be necessary to effect the intent of such Sections 8 and 9
of this Agreement.  Accordingly, the Executive hereby consents to the
imposition of a preliminary or permanent injunction as a remedy to his breach of
Sections 8 and 9 of this Agreement (without any requirement that the Employer
post a bond).

     

    It is the
desire and intent of the parties hereto that the restrictions set forth in
Sections 8 and 9 of this Agreement shall be enforced and adhered to in every
particular, and in the event that any provision, clause or phrase shall be
declared by a court of competent jurisdiction to be judicially unenforceable
either in whole or in part, whether the fault be in duration, geographic
coverage or scope of activities precluded, the parties agree that the provisions
of Sections 8 and 9 of this Agreement should be interpreted and enforced to the
maximum extent that such court deems reasonable.

     

    
      	
              11.  

            	
              Property of
      Employer.

            


    

     

    The
Executive acknowledges that from time to time in the course of providing
services pursuant to this Agreement, he shall have the opportunity to inspect
and use certain property, both tangible and intangible, of the Employer, and the
Executive hereby agrees that such property shall remain the exclusive property
of the Employer and the Executive shall have no right or proprietary interest in
such property, whether tangible or intangible, including, without limitation,
the customer and supplier lists, contract forms, books of account, computer
programs and similar property of the Employer.

     

    
      	
              12.  

            	
              Indemnification.

            


    

     

    The Employer shall indemnify the
Executive against any and all losses, liabilities, damages, expenses (including
attorneys’ fees) judgments, fines and amounts paid in settlement incurred by the
Executive in connection with any claim, action, suit or proceeding (whether
civil, criminal, administrative or investigative), including any action by or in
the right of the Employer, by reason of any act or omission to act in connection
with the performance of his duties hereunder or the Prior
Agreements  to the fullest extent that the Employer is permitted to
indemnify a director, officer, employee or agent against the foregoing under
applicable law.  If the Employer enters into indemnification
agreements with any of its other executive officers of the Employer, the
Executive will be provided with contractual indemnification on substantially the
same terms as are provided to such other executive officers of the
Employer.  The indemnification authorized by this Section 12 shall not
be exclusive of, and shall be in addition to, any other rights granted to the
Executive under the Employer’s articles or by-laws (it being understood that the
amendment of the Employer’s articles or by-laws shall not be a breach hereof),
any other agreement (including without limitation the Acquisition Agreement) or
otherwise, both as to action in his official capacity as an employee of the
Employer or its subsidiaries or an executive officer of the Employer or its
subsidiaries and as to action in another capacity while holding his positions,
and shall continue whether the Executive has ceased to be a director, officer,
employee or other representative and shall inure to the benefit of his heirs,
executors and administrators.

    


    
      	
              13.  

            	
              Section
      409A.

            


    

     

    The parties acknowledge and agree that,
to the extent applicable, this Agreement shall be interpreted in accordance with
Section 409A of the Code and the Department of Treasury Regulations and other
interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued in the future (“Section
409A”).  The Employer shall take, and the Executive shall
cooperate with the Employer in taking, all steps reasonably necessary to have
such benefits not be deferred compensation arrangements under Section 409A or
complying with the requirements of Section 409A, including adopting such
mutually-agreed upon amendments to this Agreement and appropriate policies and
procedures by December 31, 2008, including amendments and policies with
retroactive effect, that are reasonably necessary or appropriate to preserve the
intended tax treatment of the benefits provided by this Agreement, provided that
(i) the Employer will not be required to take any such steps that impose any
material additional costs on the Employer and shall not take any such steps that
impose any material additional costs on the Executive (unless the Executive
otherwise consents thereto) and (ii) the Employer will not be liable for the
imposition of any tax or penalty pursuant to Section 409A.

     

    Without
limitation of the preceding paragraph, the parties agree that:

    


    
      	
              (a)  

            	
              With
      respect to the time period within which the Executive may exercise any
      outstanding stock options or stock appreciation rights, the parties agree
      to avoid the imposition of Section 409A, the Executive shall be entitled
      to exercise such options and rights through the earliest of (i) the
      maximum date that is permitted under Section 409A, (ii) the second
      anniversary of the date of the Executive’s termination or death or
      Disability, as applicable (or any longer period during which executive
      officers generally are permitted to exercise stock options or stock
      appreciation rights under such circumstances) and (iii) if the Executive's
      employment is terminated by the Employer for Cause or by the Executive
      other than for Good Reason (and not by reason of death or Disability), the
      Executive shall be entitled to exercise such options and rights through
      such date as is prescribed under the applicable incentive plan and grant
      documentation, and further provided that in no event will the option or
      stock appreciation right remain exercisable beyond its original
      term.

            


    

     

    
      	
              (b)  

            	
              For
      purposes of Section 7(l) and Section 14 of this Agreement, the Employer
      shall pay the fees and expenses of the Accounting Firm and/or the legal
      fees and expense incurred as a result of any contest under Section 14 not
      later than the end of the calendar year following the calendar year in
      which the related work is performed or the expenses are incurred by the
      Accounting Firm or the Executive, as applicable, and the Employer shall
      pay all other amounts that it is required to pay to or on behalf of the
      Executive under Section 7(l) of this Agreement not later than the end of
      the calendar year following the calendar year in which the related Taxes
      are remitted to the applicable taxing authority.  The amount of
      such fees and expenses that the Employer is obligated to pay in any given
      calendar year shall not affect the legal fees and expenses that the
      Employer is obligated to pay in any other calendar year, and the
      Executive’s right to have the Employer pay such legal fees and expenses
      may not be liquidated or exchanged for any other
  benefit.

            


    

     

    
      	
              (c)  

            	
              Subject
      to paragraph (d) below, except as otherwise provided herein, each lump sum
      payment that is to be made pursuant to this Agreement, other than the
      payment described in Section 7(f) of this Agreement, shall be made not
      later than ninety (90) days following the date of the event giving rise to
      such lump sum cash payment.

            


    

     

    
      	
              (d)  

            	
              If
      the Executive is a “specified employee,” defined under Section 409A and as
      determined by the Employer in good faith in accordance with the Employer’s
      policies, on the date of his termination from employment with the
      Employer, to the extent required in order to comply with Section 409A,
      cash amounts to be paid under Section 7 of this Agreement on account of
      the Executive’s termination of employment for any reason other than death
      (other than Accrued Amounts) and any other amounts deemed to be
      “nonqualified deferred compensation” under Section 409A shall be paid to
      the Executive on the earlier of (i) the first business day after the date
      that is six (6) months following the Executive’s “separation from service”
      within the meaning of Section 409A and (ii) the Executive’s death
      subsequent to the Executive’s termination of employment for any reason
      other than death, in each case, with interest from the date on which
      payment would otherwise have been made, calculated at the applicable
      federal rate provided under Section 7872(f)(2)(A) of the Code (“Interest”).

            


    

     

    
      	
              (e)  

            	
              Any
      Gross-Up Payment described in Section 7(l) and any payments or
      reimbursements of expenses pursuant to Section 7(i) shall be made by the
      end of the calendar year next following the calendar year in which the
      related taxes are remitted to the taxing authority by the
      Executive;

            


    

     

    
      	
              (f)  

            	
              Any
      payment to be made pursuant to Section 7(g) of this Agreement shall be
      made upon the Change in Control but in no event later than two and
      one-half (2 1⁄2) months following the year in which the Change in Control
      occurred; and

            


    

     

    
      	
              (g)  

            	
              Each
      of the payments described in this Agreement shall be classified as a
      “separate payment” under Section 409A. As used in this Agreement, a
      “termination of employment” (or words of similar meaning) shall mean a
      “separation from service” under Code Section 409A (and the Treasury
      Regulations promulgated thereunder) and, subject to Section 13(d) of this
      Agreement, any benefit or amount to be paid to, or with respect to, the
      Executive, shall not be made until the Executive has a “separation from
      service” within the meaning of Section 409A of the
  Code

            


    

     

    
      	
              14.  

            	
              Attorney’s Fees and
      Costs.

            


    

     

    In the event the Executive institutes
any action to enforce his rights under this Agreement and prevails on at least
one material claim in such action, the Employer shall pay the Executive’s
reasonable cost and expenses (including legal fees) incurred in connection with
such action; provided that, the Employer agrees to pay as incurred (within 10
days following the Employer’s receipt of an invoice from the Executive), at any
time from the occurrence of a Change in Control through the Executive’s
remaining lifetime (or, if longer, through the 20th anniversary of the Effective
Date) to the full extent permitted by law, all legal fees and expenses that the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Employer, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus, in
each case, interest determined as of the date such legal fees and expenses were
incurred.  The Employer shall also pay the Executive’s reasonable cost
and expenses (including legal fees) incurred in connection with the negotiation
of this Agreement not in excess of $25,000 in the aggregate.

     

    
      	
              15.  

            	
              Mitigation.

            


    

     

    In no event shall the Executive be
obligated to seek other employment or take other action by way of mitigation of
the amounts payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be subject to offset or otherwise reduced
whether or not the Executive obtains other employment.

    


    
      	
              16.  

            	
              Miscellaneous.

            


    

     

    
      	
              (a)  

            	
              All
      notices required or permitted under this Agreement shall be given as
      provide in the Acquisition Agreement, addressed to the other party at the
      address provided therein (with respect to the Employer) or herein (with
      respect to the Executive), or at such other address or addresses as either
      party shall designate to the other in writing from time to
      time.

            


    

     

    
      	
              (b)  

            	
              Whenever
      the context may require, any pronouns used in this Agreement shall include
      the corresponding masculine, feminine or neuter forms, and the singular
      forms of nouns and pronouns shall include the plural, and vice
      versa.

            


    

     

    
      	
              (c)  

            	
              This
      Agreement constitutes the entire agreement between the parties and
      supersedes all prior agreements and understandings, whether written or
      oral, relating to the subject matter of this Agreement, including any
      existing employment agreement between the Employer or any of its
      affiliates and the Executive (including without limitation the Prior
      Agreements, which shall be deemed to be of no further force or effect
      upon the Effective Date) but not including the Acquisition
      Agreement.  Except as specifically set forth in Section 8
      of this Agreement and Section 4.2 of the Acquisition Agreement, the
      Executive will have no other obligation to the Employer or any of its
      subsidiaries with respect specifically to non-competition or
      non-solicitation pursuant to common law principles, fiduciary duties or
      any agreement to which the Executive becomes a party, but the Executive
      shall be required to comply with any code of conduct or policy of the
      Employer or any of its subsidiaries applicable to employees generally that
      does not materially conflict with this Agreement or the Acquisition
      Agreement and, provided that, this Agreement shall supersede any current
      or future code of conduct, policy or other agreement relating to the
      subject matter of Section 8 or Section 4.2 of the Acquisition
      Agreement.

            


    

     

    
      	
              (d)  

            	
              Notwithstanding
      anything to the contrary set forth in this Agreement, the rights and
      obligations of the Executive and the Employer under the Acquisition
      Agreement shall remain unmodified and in full force and
      effect.

            


    

     

    
      	
              (e)  

            	
              This
      Agreement may be amended or modified only by a written instrument executed
      by both the Employer and the
Executive.

            


    

     

    
      	
              (f)  

            	
              This
      Agreement shall be construed, interpreted and enforced in accordance with
      the laws of the State of Delaware, without regard to its conflict of laws
      principles.

            


    

     

    
      	
              (g)  

            	
              Any
      controversy or claim arising out of or relating to this Agreement or the
      employment relationship between the Executive and the Employer shall be
      submitted to arbitration under the auspices of the American Arbitration
      Association in accordance with its Commercial Dispute Resolution
      Procedures and Rules and at its office in Wilmington,
      Delaware.  The award of the arbitrator shall be final and
      binding upon the parties, and judgment may be entered with respect to such
      award in any court of competent jurisdiction.  Notwithstanding
      the foregoing, any controversy or claim arising out of or relating to any
      claim by the Employer for temporary or preliminary relief with respect to
      Section 8 or 9 of this Agreement need not be resolved in arbitration and
      may be resolved in accordance with Section 10 of this
      Agreement.  The Executive acknowledges that this agreement to
      submit to arbitration includes all controversies or claims of any kind
      (e.g., whether in contract or in tort, statutory or common law, legal or
      equitable) now existing or hereafter arising under any federal, state,
      local or foreign law, including, but not limited to, the Age
      Discrimination in Employment Act, Title VII of the Civil Rights Act of
      1964, the Civil Rights Act of 1866, the Family and Medical Leave Act, the
      Employee Retirement Income Security Act, and the Americans with
      Disabilities Act, and all similar state laws, and the Executive hereby
      waives all rights thereunder to have a judicial tribunal resolve such
      claims.  In the event of any arbitral or legal proceeding
      between the parties hereto with respect to the subject matter of this
      Agreement, the party substantially prevailing in any such proceeding shall
      be entitled to an award from the other party of all legal fees and
      expenses reasonably incurred in connection with such
      proceeding.

            


    

     

    
      	
              (h)  

            	
              This
      Agreement shall be binding upon and inure to the benefit of both parties
      and their respective successors and assigns; provided, however, that (i)
      the obligations of the Executive are personal and shall not be assigned or
      delegated by the Executive and (ii) the Employer will require any
      successor (whether direct or indirect, by purchase, merger, consolidation
      or otherwise) to all or substantially all of its business and/or assets to
      assume expressly and agree to perform this Agreement in the same manner
      and to the same extent that the Employer would be required to perform it
      if no such succession had taken
place.

            


    

     

    
      	
              (i)  

            	
              No
      delays or omission by the Employer or the Executive in exercising any
      right under this Agreement shall operate as a waiver of that or any other
      right.  A waiver or consent given by the Employer or the
      Executive on any one occasion shall be effective only in that instance and
      shall not be construed as a bar or waiver of any right on any other
      occasion.

            


    

     

    
      	
              (j)  

            	
              The
      captions appearing in this Agreement are for convenience of reference only
      and in no way define, limit or affect the scope or substance of any
      section of this Agreement.

            


    

     

    
      	
              (k)  

            	
              In
      case any provision of this Agreement shall be held by a court with
      jurisdiction over the parties to this Agreement to be invalid, illegal or
      otherwise unenforceable, the validity, legality and enforceability of the
      remaining provisions shall in no way be affected or impaired
      thereby.

            


    

     

     [Signature Page
Follows]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first written
above.

    
      	
              INVENTIV
      HEALTH, INC.

            	
              EXECUTIVE

            
	
               

               

              By:  /s/ Per G. H. Lofberg

              Name:  Per
      G. H. Lofberg

              Member,
      Compensation Committee of the Board of Directors

               

               

            	
               

               

              By:  /s/ R. Blane Walter

              Name:  R.
      Blane Walter

               

            
	
               

              By:  /s/ Mark Jennings

              Name:  Mark
      Jennings

              Member,
      Compensation Committee of the Board of Directors