Herring amendment to options and rsa


    


     

    August
      6,
      2007

    


    Terrell
      Herring

    


    
      	 	
              Re:

            	
              Amendment
                to Stock Option Agreement(s) /Restricted Stock Award
                Agreement(s)

            


    

    


    Dear
      Terry:

    


    As
      you
      know, inVentiv Health, Inc. (the “Corporation”) has previously granted to you
      certain options (the “Options”) to purchase shares of common stock, $0.001 par
      value, of the Corporation. As of the date hereof, you are the owner of the
      following Options:

    


    
      	
              Option
                Number

            	
              Option
                Grant Date

            	
              Number
                of Option Shares

            
	
              00001770

            	
              12/10/2003

            	
              20,000

            
	
              00001895

            	
              9/23/2004

            	
              150,000

            
	
              00002202

            	
              1/17/2006

            	
              33,750

            
	
              00002586

            	
              1/22/2007

            	
              31,211

            


    

    


    Additionally,
      you have been awarded restricted shares of common stock, par value $.001 per
      share, of the Corporation (the “Restricted Stock”).
      As of
      this date hereof, you have been awarded the following Restricted Stock
      grants:

    


    
      	
              Award
                Number

            	
              Award
                Date

            	
              Number
                of Restricted Shares

            
	
              00002027

            	
              3/9/2005

            	
              4,000

            
	
              00002197

            	
              1/17/2006

            	
              8,438

            
	
              00002603*

            	
              1/22/2007

            	
              14,282

            
	
              00002625

            	
              1/22/2007

            	
              14,282

            


    

    


    *
      denotes
      a performance based grant.

    


    We
      hereby
      confirm the following:

    


    1.
      Section 1(c) of each option agreement/notice of grant relating to the Options
      listed above is hereby amended to provide that such Options and the shares
      of
      common stock subject thereto shall immediately vest upon a Change of Control
      (as
      defined in Section 5(d) of the Employment Agreement dated April 8, 2002 between
      you and the Corporation, as
      previously amended).
      

    


    2.
      Section 3 of each of the notices of grant relating to award numbers 00002027,
      00002197, and 00002625 is hereby amended to provide that the shares of
      Restricted Stock subject thereto shall immediately vest upon a Change of
      Control.

    


    3.
      Section 3 of the notice of grant relating to award number 00002603 is hereby
      amended to provide that upon a Change of Control, a number of shares of
      Restricted Stock subject thereto equal to the Target Number (as defined in
      such
      notice of grant) shall immediately vest.

    


    4.
      All
      future grants of Options and Restricted Shares will provide for immediate
      vesting upon a Change of Control.

    


    
      	2.  	
              Continuing
                Effectiveness of Stock Option Agreements/ Restricted Stock
                Awards

            


    

    


    Except
      as
      modified herein, the above-referenced award documentation remains in full force
      and effect.

     

    


    Very
      truly yours,

    


    INVENTIV
      HEALTH, INC.

    


    /s/
      Eran Broshy


    By:
              

    Eran
      Broshy

    Chairman
      & CEO 

     

     

                                                                        /s/
      Terrell
      Herring
Accepted
      and agreed to by:        Dated:
      8/6/2007             Terrell
      Herring