Walter amended employment agreement


    


     

    EMPLOYMENT
      AGREEMENT
      (this
“Agreement”),
      dated
      as of August 7, 2007 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”).

     

    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 as of July 1, 2007 (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 President of the Employer from and
                after
                July 1, 2007, 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
                Chief Executive Officer of the Employer. The Employer will cause
                Communications to comply with, and the Executive is an intended
                third-party beneficiary of, the obligations of Communications under
                Section 4.8 of 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. (“Communications”)
                until January 1, 2008. Capitalized terms used and not otherwise defined
                herein shall have the meanings assigned to them in the Acquisition
                Agreement.

            


    

     

    
      	2.  	
              Extent
                of Services.

            


    

     

    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 agrees to comply with his obligations under Section 4.8 of the
      Acquisition Agreement during the period ending January 1, 2008. 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.

     

    
      	(a)  	
              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
                $490,000 retroactive to July 1, 2007, subject to annual review by
                the
                Board of Directors of the Employer (the “Board”)
                or the Compensation Committee thereof, 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 2007, based
                on the Executive’s success in reaching or exceeding performance
                objectives as determined by the Chief Executive Officer of the Employer
                (the “Bonus”),
                the amount of such Bonus, if any, to be determined in the discretion
                of
                the Employer, 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”).
                The Executive shall be eligible for a prorated Bonus with respect
                to the
                period from July 1, 2007 until December 31, 2007 based on the Executive’s
                success in reaching or exceeding performance objectives, as determined
                by
                the Chief Executive Officer of the Employer for such period.
                Notwithstanding the foregoing, any portion of the Bonus that is paid
                under
                a plan or program administered by the Board or the Compensation Committee
                thereof shall be determined by the Board or the Compensation Committee
                (with appropriate input from the Chief Executive Officer of the Employer).
                Any Bonus will be paid at the same time bonuses are paid to executive
                officers generally. The Executive’s target Bonus in each calendar year
                shall be 75% of the Executive’s then current Base Salary and the maximum
                Bonus that may be paid shall be 150% of the Executive’s then current Base
                Salary. The amount of the Bonus, if any, that is actually awarded
                shall be
                determined at the discretion of the Employer. 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 President of the Employer, a special equity
                incentive award grant on or about July 1, 2007 having a value of
                approximately $1,500,000; and (ii) an equity incentive award with
                a value
                of approximately $750,000 as part of its 2008 annual grants to the
                Employer’s executives. The award documentation for the awards described in
                clause (i) shall be in substantially the forms attached hereto as
                Appendix
                A and the award documentation for the awards described in clause
                (ii)
                shall be in substantially the form used for grants to other executive
                officers of the Employer. The value of equity awards shall be determined
                in accordance with Statement of Financial Accounting Standards No.
                123R.
                The Executive will be eligible for annual equity grants commensurate
                with
                the Executive’s position for 2009 and beyond, with each such grant, if
                any, subject to the discretion of the Compensation Committee of the
                Board
                of the Employer. 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), (ii) the determination of
                the
                Compensation Committee as to vesting schedule, allocation as between
                different forms of equity grant and allocation between performance-based
                and non-performance-based grants, and (iii) the Executive remaining
                employed until the time of 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.

            


    

     

    
      	(b)  	
              The
                Executive shall be entitled to four (4) 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 at least one million dollars
                ($1,000,000) in term life insurance
                coverage.

            


    

     

    
      	(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 and clause (c)(vi) of Section 4.8 of the Acquisition 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, or, until January 1, 2008, Section
                4.8 of the Acquisition 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 or Communications) 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 (including Communications); (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 Chief Executive Officer
                of
                the Employer 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 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
                Chief
                Executive Officer of the Employer or 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 Employer’s Chief Executive Officer and
                Board find (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 (v) below, reasonable notice,
                specifying the particulars thereof in reasonable detail, to the Chief
                Executive Officer of the Employer an opportunity for the Chief Executive
                Officer, 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
                President (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 or (subject to Section 16(c) of this Agreement), until
                January
                1, 2008, Section 4.8 of the Acquisition Agreement by the Employer or
                inChord Holding Corporation 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 or Section 4.8 of the Acquisition 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(g)
                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(g) of this Agreement; or (vi) any
                termination of employment by the Executive during the 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 (i) six (6) months’ prior written
                notice thereof to the Chief Executive Officer of the Employer if
                such
                notice is given prior to January 1, 2008 or (ii) forty-five (45)
                days’
                prior written notice thereof to the Chief Executive Officer of the
                Employer if such notice is given on or after January 1,
                2008.

            


    

     

    
      	(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,
                (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, or death or Disability, 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
                (whether or not clause (c)(vi) of Section 4.8(a) of the Acquisition
                Agreement is applicable) 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 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, disregarding any fiscal years for which the Executive
                was
                not eligible for a Bonus in accordance with the terms hereof (or,
                if such
                termination occurs prior to January 15, 2008, an amount equal to
                75% of
                the annual Base Salary); and (b) vesting of the portion of all equity
                incentive awards, including options, stock appreciation rights, restricted
                stock units and restricted shares previously granted to the Executive,
                that would have vested had the Executive’s employment continued until the
                first anniversary of the effective date of such termination (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 or his employment is terminated by the Employer because
      of
      his Disability, 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 lump
      sum payment, payable, subject to Section 13 of this Agreement, within the ten
      (10) business days of the date of the Executive’s termination, equal to 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 the date of such termination and (b) the average annualized
      Bonus paid to the Executive for the three (3) preceding fiscal years,
      disregarding any fiscal years for which the Executive was not eligible for
      a
      Bonus in accordance with the terms hereof (or, if such termination occurs prior
      to January 15, 2008, an amount equal to 75% of the annual Base Salary). 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)(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
                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 nine (9) months following such Change in Control and (B) 75%
                of the
                average annual Bonus paid to the Executive for the three (3) preceding
                fiscal years, disregarding any fiscal years for which the Executive
                was
                not eligible for a Bonus in accordance with the terms hereof (or,
                if such
                Change in Control occurs prior to January 15, 2008, an amount equal
                to
                56.25% of the annual Base Salary); (ii) full vesting of all equity
                incentive awards, including options, stock appreciation rights, restricted
                stock units 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 of 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 (whether
                or not
                clause (c)(vi) of Section 4.8 of the Acquisition Agreement is applicable),
                if the Executive terminates his employment for Good Reason or if
                the
                Executive dies or 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 nine (9)
                months following such termination; (ii) 75% of the average annualized
                Bonus paid to the Executive for the three (3) preceding fiscal years,
                disregarding any fiscal years for which the Executive was not eligible
                for
                a Bonus in accordance with the terms hereof (or, if such termination,
                Disability or death occurs prior to January 15, 2008, an amount equal
                to
                56.25% of the annual Base Salary); and (iii) any Gross-Up Payment
                due in
                accordance with Section 7(l) of this Agreement. Such severance pay
                shall
                be payable, 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(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)  	
              (i)
                If
                the Executive is terminated by the Employer without Cause (whether
                or not
                clause (c)(vi) of Section 4.8 of the Acquisition Agreement is applicable),
                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, the Executive will be entitled
                to:
                (A) except where the Executive's employment terminates by reason
                of his
                death, for a period of eighteen (18) months following such termination
                of
                employment, continued coverage under any Employer-provided life insurance
                in which the Executive was participating or covered immediately prior
                to
                the date of termination (with respect to group plans, on the same
                basis as
                such coverage is made available to senior executives of the Employer
                during such period) and (B) subject to the Executive making a timely
                election to continue coverage under the Consolidated Omnibus Budget
                Reconciliation Act of 1985, as amended (“COBRA”), for a period of eighteen
                (18) months following the termination of the Executive’s employment, or
                such longer period as any plan, program, practice or policy may provide
                (the “Initial
                Welfare Continuation Period”),
                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 (the
                “Welfare
                Plans”).
                The Employer shall use commercially reasonable best efforts to provide,
                upon the end of the Initial Welfare Continuation Period, the Executive
                (and/or his spouse and eligible dependents, if any) with the right
                to
                elect coverage for a period of eighteen (18) months (or, in the case
                of a
                termination for Disability, seven (7) months) from the end of the
                Initial
                Welfare Continuation Period (the "Secondary Welfare Continuation
                Period")
                on the same basis as COBRA coverage made available to other participants
                under the Welfare Plans as if the last day of the Initial Welfare
                Continuation Period was, itself, a “qualifying event” under COBRA.
                Notwithstanding the foregoing, if the Executive becomes reemployed
                with
                another employer and is eligible to receive medical or other welfare
                benefits under another employer-provided plan, the health benefits
                described herein shall be secondary to those provided under such
                other
                plan during such Secondary Welfare Continuation Period. The benefits
                provided pursuant to this Section following the Initial Welfare
                Continuation Period that are not “death benefit” plans within the meaning
                of Treasury Regulation Section 1.409A-1(a)(5) shall be treated as
                follows,
                notwithstanding any other provision hereof: the amount of such benefits
                provided during one (1) calendar year shall not affect the amount
                of such
                benefits provided in any other taxable year. To the extent that any
                such
                benefits consist of reimbursement of eligible expenses, such reimbursement
                must be made on or before the last day of the calendar year following
                the
                calendar year in which the expense was incurred. No such benefit
                may be
                liquidated or exchanged for another
                benefit.

            


    

     

    (ii) In
      the
      event that the continued
      health coverage is not provided following the Initial Welfare Continuation
      Period for
      the
      Executive (and/or his spouse and eligible dependents, if any) as described
      in
      subparagraph (i) above, the Employer shall reimburse the Executive for the
      premiums for any health insurance coverage that the Executive obtains for
      himself (and/or his spouse and eligible dependents, if any) during the Secondary
      Welfare Continuation Period other than coverage obtained under another
      employer-provided plan; provided that the maximum amount of such reimbursement
      shall not exceed 200% of the amount that the Executive would have paid under
      the
      Employer’s group health plan had the Employer not been precluded from providing
      such continued coverage following the Initial Welfare Continuation Period.
      Any
      such reimbursements are intended to be non-taxable medical
      reimbursements.

     

    
      	(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 Employer shall pay to the Executive 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) 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 the public accounting
      firm
      that is retained by the Employer as of the date immediately prior to the Change
      in Control (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 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 Employer and
      the Executive 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, to the extent his expenses are
      reimbursed by the Employer, 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.

    


    
      	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
                Employment Agreement dated as of September 6, 2005 between the Executive
                and inVentiv Communications, Inc.

            


    

     

    
      	(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 Employment Agreement, as defined in Section 16(c), 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, 2007,
      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, as
                applicable (or any longer period during which executive officers
                generally
                are permitted to exercise stock options or stock 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), such date as is prescribed under the applicable incentive
                plan and
                grant documentation, 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) of this Agreement, the Employer shall pay
                the
                fees and expenses of the Accounting Firm 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 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;

            


    

     

    
      	(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) shall be paid to the Executive on 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,
                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;

            


    

     

    
      	(e)  	
              Any
                tax gross-up payment described in Section 7(l) and any payments or
                reimbursements of expenses pursuant to Section 7(i) or 14 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 of Control but in no event later than two and
                one-half (21⁄2) months following the year in which the Change of 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” shall be mean a “separation from service”
                under Code Section 409A (and the Treasury Regulations promulgated
                thereunder).

            


    

     

    
      	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.

     

    
      	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 Employment
                Agreement dated as of September 6, 2005 between inVentiv Communications,
                Inc. (f/k/a inChord Communications, Inc.) and the Executive (the
                “Prior
                Agreement”)),
                which existing employment agreement 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. The Executive,
                in
                his capacity as Shareholder Representative under the Acquisition
                Agreement, agrees that the termination of the Prior Agreement and
                his
                employment with inVentiv Communications, Inc. thereunder shall not,
                for
                purposes of the Acquisition Agreement, be deemed to be a termination
                of
                the Executive's employment with inVentiv Communications, Inc. Without
                limitation of the foregoing, the termination of the Prior Agreement
                and
                the Executive's employment with inVentiv Communications, Inc. thereunder
                shall not, in itself, give rise to any requirement to make the Forecast
                Payment or to make any other payment or confer any other benefit
                upon the
                Executive or any other Shareholder, provided that if, prior to January
                1,
                2008, the Executive’s employment with the Employer terminates under
                circumstances that would, under the term of the Acquisition Agreement,
                have required the Forecast Payment to be made (assuming satisfaction
                of
                all performance measures set forth on Schedule I to the Prior Agreement)
                if the Executive were an employee of inVentiv Communications, Inc.,
                then
                Forecast Payment will be required to be made in accordance with Section
                1.5 of the Acquisition Agreement (for such purpose, this Agreement
                shall
                replace the “CEO Employment
                Agreement”).

            


    

     

    
      	(d)  	
              Notwithstanding
                anything to the contrary set forth in this Agreement, except as provided
                in the third and fourth sentences of Section 16(c) hereof, the rights
                and
                obligations of the Executive and the Employer under the Acquisition
                Agreement (including without limitations Sections 1.5(c), 4.3 and
                4.8
                thereof) 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. The Employer and the
                Executive hereby agree that any such payments shall be excluded from,
                and
                have no effect on, any calculation of EBIT under the Acquisition
                Agreement
                but not under any plan or program governing the calculation of the
                Special
                Bonus Plan.

            


    

     

    
      	(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 above
      written.

     

     

    INVENTIV
      HEALTH, INC.

     

    By:
      /s/ Eran Broshy

    Name:
      Eran Broshy

    Title:
      Chairman and Chief Executive Officer

    


     

    


     

     

     

                                 /s/
      R. Blane Walter

    Name:
      R.
      Blane Walter

     

    For
      purposes of Sections 16(c) and (d) only:

     

     

    INCHORD
      HOLDING CORPORATION

     

    By:/s/
      Eran Broshy 

    Name:
      Eran Broshy

     

    Title:
      President