Exhibit






INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Global Restricted Stock Unit Award Agreement
This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any special terms and conditions for the Participant’s country set forth in the Appendix B  attached  hereto  (the Restricted  Stock Unit  Agreement,  the Appendix B and   all other appendices attached hereto, collectively, the “Agreement”) is made by and between INC Research  Holdings,  Inc.,  a  Delaware   corporation (the “Company”),  and [NAME OF EMPLOYEE] (the “Participant”), effective as of [INSERT DATE OF GRANT] (the “Date of Grant”). 
RECITALS
WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and  capitalized  terms  not otherwise  defined in this Agreement will have the meanings ascribed to those terms in the Plan; and
WHEREAS, the Committee has authorized and approved  the grant of an  Award to the Participant of  Restricted Stock Units payable in shares of  Common Stock (the “Shares”), subject  to  the  terms and  conditions set forth in the Plan and  this Agreement (including the Appendix B attached hereto).  
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
		
	1.
	Grant of Restricted Stock Units.  The Company has granted to the Participant, effective as of the Date of Grant, [●] Restricted  Stock Units, on  the terms  and  conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan (the “RSUs”).  


		
	2.
	Vesting  of RSUs.  Subject  to  the  terms and  conditions set  forth  in the Plan  and  this Agreement, the RSUs will vest as follows:


		
	(a)
	General.  Except  as otherwise  provided in Sections 2(b) and 4 and, if applicable, in Appendix C, the RSUs will vest  in  equal  annual installments of 25% of the Shares over a four-year  period on  each anniversary of the Date of Grant, subject to the Participant’s continued Service through each applicable vesting date.


		
	(b)
	Change in Control.  The RSUs will become fully vested immediately upon the Participant’s termination of Service in the event that the Participant’s Service is terminated by the Company  without Cause (as defined in the Plan) or if the Participant resigns for Good Reason at the time of, or within 6 months following, the consummation of a Change in Control occurring after the Date of Grant.









As used  in this Agreement, “Good Reason” shall  mean the  occurrence, without the Participant’s express  written consent,  of  any of the following events: (i) a material reduction in the Participant’s  base salary or  Target  Bonus  percentage under the INC Research, LLC Management Incentive Plan, if applicable; (ii) a material  adverse  change  to  the  Participant’s  authority,  job  duties  or  responsibilities as compared to the Participant’s authority, job duties or responsibilities  immediately  prior to the Change in Control;  (iii) a requirement that the  Participant  relocate to  a principal place of employment more than fifty (50) miles  from the  Company’s  offices  at  3201 Beechleaf  Court, in Raleigh, North Carolina or the Participant’s assigned principal office location with any Subsidiary as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv)  above  shall constitute Good Reason only if the Participant provides the Company with  written  notice  of the basis  for  the  Participant’s Good Reason within forty-five (45) days of  the  initial actions or  inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within thirty (30) days of  such  notice  and  provided further  that the Participant terminates his or her Service within thirty (30) days following the Company or applicable Subsidiary’s failure to cure within the thirty (30) day cure period.”
Any vesting acceleration contemplated under this Section 2(b) shall be subject to the limitations provided in Section 5.5 of the Plan.
		
	3.
	Settlement of RSUs Upon Vesting.


		
	(a)
	Settlement in Stock.  RSUs vested as described in Section 2 above will be settled by delivering to the Participant a number of Shares equal to the number of vested RSUs on the date on which the RSUs vest, subject to the terms of this Agreement and payment of any Tax-Related Items. 




		
	(b)
	Book­-Entry Registration of the Shares; Delivery of Shares.  As soon  as practical after  the  RSUs vest pursuant to  Section 2, the Company will issue the Shares payable  pursuant to  this Agreement  by  registering  such  Shares  with  the  Company’s  transfer  agent  (or another custodian  selected  by the Company) in book-­entry  form in the  Participant’s name.  In  any  case,  the  Company  may provide  a reasonable  delay in  the issuance or  delivery of the Shares to address Tax-­Related Items, withholding, and other administrative matters.  Neither the Company  nor the Committee will be liable to the Participant or any other Person for  damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.


		
	(c)
	Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.




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	(d)
	Responsibility for Taxes.  The Participant acknowledges  that, regardless of any action  taken  by  the  Company or, if different,  the Subsidiary  employing  or retaining  the  Participant  (the “Employer”),  the  ultimate  liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount  actually  withheld  by the Company  or the Employer.  The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related  Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the subsequent sale of Shares acquired pursuant to such vesting  and  the receipt of any dividends and/or dividend equivalents; and (2) do not commit  to  and are under no obligation  to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related  Items or achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


		
	(e)
	Withholding  Requirements.  Prior to  any  relevant taxable or  tax  withholding  event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In  this  regard, the  Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s and/or the  Employer’s  discretion, to  satisfy  the  obligations  with  regard  to  all  Tax-Related  Items  by  one or a combination  of  the following:  (1)  cash  payment  by  the  Participant  to the Company prior to the day of vesting of an amount that the Company will apply to the  required  withholding; (2) withholding from the Participant’s wages or other cash  compensation paid to the Participant by the Company and/or the Employer; (3)   withholding   from   proceeds  of   the   sale   of    Shares   acquired  upon   vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this  authorization);  or  (4) withholding in Shares to be issued upon settlement of the RSUs.  For the purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at the Fair Market Value of the  Shares on the date that the tax withholding is determined.  Until such time as the Company provides notice to the contrary, it will collect withholding for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method (A)  cannot be processed by the broker or (B) the Participant is subject to the  Company’s  Policy  on Insider Trading and Communications with the Public (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited  under  the Insider Trading Policy Public and the Participant has not entered in to an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of  the Exchange  Act and  that  provides for the sale of all of the Shares  subject to  this Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).




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The Company  may withhold  or account  for  Tax-Related Items by considering rates of up to, but not exceeding, the maximum tax rates in the Participant’s jurisdiction,  in  which case  the Participant  may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes,  the Participant is deemed to have been issued the full number of Shares  subject  to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.


Finally, the Participant agrees to pay to the Company or the Employer, including through  withholding  from the Participant’s  wages  or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply  with  the  Participant’s  obligations in connection with the Tax-Related Items.


		
	4.
	Forfeiture.   Notwithstanding  the  Change  in  Control vesting as stated in Section 2(b) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), including a Participant’s change in status from employee to consultant or other personal service provider.  Without limiting the generality of the foregoing,  the RSUs  and the  Shares (and  any resulting proceeds) will continue to be subject to Section 13 of the Plan.


		
	5.
	Adjustment to RSUs.  In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.


		
	6.
	Nature of Grant.  In accepting the RSUs, the Participant acknowledges, understands and agrees that:


		
	(a)
	the  Plan is  established  voluntarily by the Company, it is discretionary in nature and  it  may be modified,  amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;


		
	(b)
	the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual  or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; 


		
	(c)
	all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; 




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	(d)
	the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Subsidiary; 


		
	(e)
	the Participant is voluntarily participating in the Plan; 


		
	(f)
	the  RSUs  and  the  Shares subject to the RSUs are not intended to replace any pension rights or compensation; 


		
	(g)
	the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; 


		
	(h)
	unless  otherwise  agreed  with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;


		
	(i)
	the future value of the underlying Shares is  unknown, indeterminable and cannot be predicted with certainty;


		
	(j)
	no claim or entitlement to compensation or damages shall arise from forfeiture of the  RSUs  resulting  from the termination  of  the Participant’s Service (for any reason  whatsoever whether or not later found to be invalid or in breach of employment  laws  in  the jurisdiction  where  the Participant is employed or the terms of the Participant’s employment agreement, if any);


		
	(k)
	the following provision shall not apply to Participants in the state of California: In consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any of its Subsidiaries, waives his or her ability, if any, to bring any such claim,  and  releases the Company and its Subsidiaries from any such claim; if,  notwithstanding  the  foregoing,  any  such claim  is  allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and


		
	(l)
	The following provision applies if the Participant is providing services outside the United States:  neither  the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.




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	7.
	No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.  The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial  advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.


		
	8.
	Restrictive  Covenants.  The Participant acknowledges and  recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition  to,  and  not  in  lieu of, any other  restrictive  covenants or similar covenants between the Participant and the Company or any of its Affiliates. 


		
	9.
	Data Privacy.  The Participant hereby explicitly and unambiguously consents to the collection,  use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.




The Participant understands that the Company and the Employer may hold certain personal  information  about  the  Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport,  social  insurance number or other identification number, salary, nationality, job title, any  shares  of stock or directorships held in the Company, details of all RSUs or any  other  entitlement to  shares  of  stock  awarded, canceled, exercised, vested, unvested or  outstanding in  the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 
  
The  Participant  understands  that  Data  will be transferred  to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  The Participant  understands  that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different  data  privacy laws and protections than the Participant’s country.  The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources  representative.  The  Participant  authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,  administering  and  managing  the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering  and  managing  the  Participant’s  participation  in  the Plan.  The Participant  understands  that  Data will  be  held only as  long  as  is  necessary to implement, administer and manage the Participant’s participation in the Plan.  The 


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Participant understands that the Participant may, at any time, view Data, request additional  information  about  the  storage and  processing  of  Data,  require  any  necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.  Further,  the Participant understands that the Participant is providing the consents herein on a purely voluntary basis.  If the Participant does not consent, or if  the  Participant  later  seeks  to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards.  Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan.  For more information  on the consequences of the Participant’s refusal to consent or withdrawal of  consent,  the  Participant  understands  that  the Participant may contact the Participant’s local human resources representative.
		
	10.
	Language.  If  the Participant has  received this Agreement or any other document related to  the  Plan  translated into a  language  other than  English and if the meaning of the translated version is different than the English version, the English version will control.


		
	11.
	Electronic Delivery and Acceptance.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and  agrees to  participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


		
	12.
	Imposition of Other Requirements.  The Company reserves the right to impose any other requirements  on  the Participant’s  participation  in the Plan, on  the RSUs  and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


		
	13.
	Appendix.  Notwithstanding any provisions in this Agreement, the RSUs shall be subject to  any  special  terms  and conditions set forth in the Appendix B for the Participant’s country.  The Appendix B constitutes part of this Restricted Stock Unit Agreement.




		
	14.
	Insider Trading Restrictions/Market Abuse Laws.  The Participant acknowledges that, depending  on  his  or her country, the Participant may  be  subject to  insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her  ability  to,  directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered  to have “inside  information” regarding  the  Company  (as  defined  by  the  laws in the applicable jurisdictions or in the Participant’s country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.




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	15.
	Foreign  Asset/Account Reporting; Exchange Controls.  The  Participant’s  country may have  certain  foreign  asset  and/or  account reporting  requirements  and/or exchange controls  which  may affect  the  Participant’s ability to acquire or hold Shares under the Plan  or  cash received  from  participating  in  the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside  the Participant’s country.  The  Participant  may  be  required  to  report  such  accounts, assets or transactions to the tax or other authorities in his or her country.  The Participant also may be required to repatriate sale proceeds or other funds received as a result  of  the  Participant’s  participation  in  the  Plan to his or her country through a designated bank or broker and/or within a certain time after receipt.  The Participant acknowledges that  it is his or  her responsibility  to  be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.


		
	16.
	Miscellaneous Provisions.


		
	(a)
	Securities or Exchange Control Laws Requirements.  No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements  imposed  by  federal and state securities and other securities or exchange  control  laws,  rules  and  regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met.  As a condition precedent to the issuance of Shares  pursuant to  this  Agreement,  the  Company  may  require  the  Participant  to take any reasonable action to meet those requirements.  The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of  1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.  


		
	(b)
	Non­-Transferability.   The RSUs  and the rights and privileges conferred thereby shall be  non-transferrable except as provided by Section 15.3 of the Plan.  Any Shares delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations  and other requirements of the Securities and Exchange Commission, any  stock  exchange  upon which  such shares are listed, any applicable federal,  state or local laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause  orders  or  designations  to  be  placed  upon any certificate(s)  or other document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.


		
	(c)
	No  Right to  Continued Service.  Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration or  interfere  with  or  otherwise  restrict  in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which  rights  are hereby expressly  reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.




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	(d)
	Notification.  Any  notification  required  by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by  personal  delivery  or  by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s  General  Counsel  and will be deemed effective upon actual receipt.  Any notification required by the terms of this Agreement will be given by the Company  (x) in  a writing addressed to  the  address  that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by  registered or certified mail, with postage and fees prepaid, or  (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.


		
	(e)
	Entire Agreement.  This Agreement and the Plan constitute the entire agreement between  the  parties  hereto with regard to the subject matter of this Agreement.  This Agreement and the Plan supersede any other agreements, representations or understandings  (whether  oral  or  written  and whether express or implied) that relate to the subject matter of this Agreement.


		
	(f)
	Waiver.   No  waiver  of any breach  or  condition  of  this  Agreement by  the Participant or any other Participant will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.


		
	(g)
	Successors  and  Assigns.  The  provisions  of this Agreement  will inure to  the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees,  permitted  assignees, beneficiaries,  and  legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have  agreed in writing to be joined herein and be bound by the terms hereof.


		
	(h)
	Severability.   The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part,  then the remaining provisions will nevertheless be binding and enforceable.


		
	(i)
	Amendment.  Except as  otherwise  provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.


		
	(j)
	Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise  out of  or  relate to  this  Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle  that  might  otherwise  refer  construction  or interpretation of this 




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Agreement  to  the  substantive law of another  jurisdiction.  The Participant and each party  to this Agreement agrees that it will bring all claims, causes of action and  proceedings  (whether  in contract, in tort, at law or otherwise) that may be based  upon,  arise out of or be related to the Plan and this Agreement exclusively in  the  Delaware  Court of Chancery  or, in the event (but only in the event) that such court does not  have  subject  matter jurisdiction over such claim, cause of action  or  proceeding,  exclusively  in  the  United States District Court for the District of Delaware (the “Chosen Court”), and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such claim or cause  of  action  will be  effective if  notice is given in  accordance with this Agreement.
		
	(k)
	Signature in Counterparts.  This  Agreement  may  be signed in  counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.


		
	(l)
	IRC Section 409A.  This Section 16(l) applies only to Participants who are U.S. taxpayers.


Anything  in this Agreement to the contrary  notwithstanding, no RSUs that are settled   as  a  result of the Participant’s  termination of employment under Section 2(b) hereof that are non-qualified deferred compensation subject to Section 409A of the Code shall be settled unless the Participant experiences a “separation from service,”  within  the meaning of the Code (“Separation from Service”) or, in the case of a settlement event that is made upon a Change in Control, the Change in Control is a “change in control event” (within the meaning of the Treasury Regulations  promulgated  under  Section  409A of the Code (“409A CIC Event”). Any such RSUs that are non-qualified deferred compensation subject to Section 409A, shall be  settled,  as  applicable,  within 60 days of the Separation from Service or 409A CIC Event, provided that if the Change in Control is not a 409A  CIC  Event,  the  RSUs shall be settled on the 120th day following the Separation from Service. If the Participant is a “specified employee” within the meaning  of Section  409A  of the Code  as  of  the date of the Separation from Service (as determined in accordance with the methodology established by the Company  as in  effect  on  the Date of  Termination),  any  RSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall  instead  be settled on the first business day that is after the earlier of (i) the date  that  is six months following the date of the Participant’s Separation from Service or (ii) the date  of  the  Participant’s  death, to  the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.
		
	(m)
	Acceptance.  The Participant  hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and 




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provisions of the Plan and this Agreement, and accepts the RSUs subject to all of the  terms  and conditions of  the Plan  and  this Agreement.  In  the event  of a conflict between any term or provision contained in this Agreement and a term or provision  of  the Plan,  the applicable term and provision of the Plan will govern and prevail.
[Signature page follows.]




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IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above. 


PARTICIPANT                    INC RESEARCH HOLDINGS, INC.




By:    /s/ Alistair Macdonald
Name: Alistair Macdonald    
Title:    Chief Executive Officer




[Electronic Signature]                 
______________________________            
Participant Signature                    
Name: [Participant Name]
Acceptance Date: [Acceptance Date]






[Signature Page – Global Restricted Stock Unit Award Agreement]
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APPENDIX A
RESTRICTIVE COVENANTS AGREEMENT


1.    Definitions.  Capitalized terms not otherwise defined in this Restrictive Covenant Agreement (“RCA”)  shall  have  the same meanings as set forth in the INC Research Holdings, Inc. 2014  Equity  Incentive  Plan, As  Amended and  Restated, and the Global Restricted Stock Unit Award Agreement (including the Appendix B and any other appendix attached thereto). The following terms shall have the following meanings for the purposes of this RCA:  
(a)    The “Termination Date” means  the  last day of the Participant’s  employment by the Company or any of its Subsidiaries.
(b)    The “Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date.
(c)    The “Non-Compete Restricted Period” means the period commencing on the Termination Date and ending six (6) months after the Termination Date.
(d)    “Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was providing services either at the time of, or at any time within the twelve (12)  months preceding the Termination Date, and for whom the Participant carried out or oversaw a material  business  responsibility  during  said twelve (12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the Participant’s employment  with  the Company or  an of  its  Subsidiaries  that  if  disclosed or used by the Participant  or  any person or entity Competitive with the Company (as defined below) would provide an unfair competitive advantage with respect to the business of the Company.
(e)    “Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of soliciting business on behalf of the Company or any of its Subsidiaries during the  twelve (12)  months  preceding the  Termination Date; or (ii) to which the Company or any of its  Subsidiaries  had  submitted a bid or proposal for services during the twelve (12) months preceding  the Termination  Date, and  in  which bid or proposal the Participant was involved in any material respect.
(f)    The term “Company Employee” means any person who is an employee of or consultant to the Company or any of its Subsidiaries as of the Termination Date.
(g)    “Competitive with the Company” means engaged in the business of providing contract research organization (CRO) services to pharmaceutical, biotechnology, or biomedical companies.
(h)    “Restricted Services” means services that  are the same or substantially similar to the services the Participant provided  to the Company or any of its Subsidiaries at the time of, or in the twelve (12) months preceding, the Termination Date.  


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(i)    The “Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Participant  personally  provided  material  services in-person (not by telephone or internet) on behalf of the Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile  radius  of  the  location(s)  where the Participant had an office during the twelve (12) months  prior  to the Termination  Date; (iii) within a 60 mile radius of Raleigh, North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in  which the Company on any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination Date.
(j)    “Confidential Information” means any confidential or proprietary information belonging to the Company or of its Subsidiaries, including, but not limited to, all trade secrets, patent applications, scientific data, formulation information, inventions, processes, formulas, systems, computer programs, plans, programs, studies, techniques, critical business information such  as  drug products  in  development, business strategies and models, product launch plans, CRO relationships, regulatory submissions, technology used by or the therapeutic focus of the Company or any of its Subsidiaries, clinical information, methodologies, standard operating procedures, operational documents (such as batch records), technology used by the Company or any of its Subsidiaries, marketing and certain financial information calculations, budgets, bids, internal  policies  and  procedures,  organization,  business plans, analysis, forecasts,  billing  practices, pricing information and strategies, promotional material, service offering strategies, marketing plans and ideas, the identities or other information about customers, sponsor, customer or client lists, suppliers and business partners (current and prospective), the terms of current and pending deals, sales data, and sales projections, research, research proposals, study  protocols, coding devices, unpublished results and reports, meeting minutes and notes, monthly and other periodic reports, contact and other information regarding suppliers, vendors and consultants, and regulatory and legal correspondence, whether or not patentable or copyrightable and whether in tangible or other form, including all documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on data files or on any other type of media, whether or not labeled or identified as confidential and proprietary.  Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the public through no wrongful act of  any person; (iii) is  at  the time of  disclosure part of the public knowledge or literature through no wrongful action by the Participant; or (iv) is received by the Participant from a third  party  without  restriction and  without any  wrongful conduct on the part of such third party relating to such disclosure.  The Participant acknowledges and agrees that  the Confidential  Information he/she obtains or  becomes aware of as a result of his/her  employment  with the Company  or  any of its Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
(l)     “Subsidiaries”  means  any  corporation,  partnership,  limited liability company, joint venture, association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting interests of which is at the time owned or controlled, directly or indirectly, by the Company.


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2.    Non-Solicitation of  Customers  and  Employees.  The Participant  hereby agrees that so long as he or she is employed by the Company or any of its Subsidiaries, and during the Non-Solicit Restricted Period, the Participant will not, on the Participant’s own behalf, nor as an officer,  director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any person, firm, partnership, corporation, or other entity:
(a)    Solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i)  cease  doing  business  in  whole  or in part with the Company or any of its Subsidiaries, or (ii) do business  with any other person or entity that is Competitive with the Company;
(b)    Solicit, induce, or  attempt to  induce any Prospective  Customer to (i) not begin doing business with the Company or any of its Affiliates, (ii) cease doing business in whole or in part with the Company or any of its  Affiliates, or (iii) do  business with any person or entity that is Competitive with the Company; 
(c)    Interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company  or any  of  its  Subsidiaries and  any supplier, vendor, distributor, lessor, lessee, or licensor that transacts business with the Company of any of its Subsidiaries; or
(d)    Encourage, entice, induce  or  suggest that any Company Employee terminate or alter his/her employment  or  relationship  with the Company or any of its Subsidiaries for  the benefit of any person or entity other than the Company. 
3.    Non-Competition.
(a)    The Participant  hereby  agrees  that so  long  as he or she is  employed by the Company or any of its Subsidiaries, and during the Non-Compete Restricted Period, within the Restricted  Area, the  Participant will not for the Participant’s own behalf or for any other person or entity provide the Restricted Services for any person or entity that is Competitive with the Company.  
(b)    Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one percent (1%) of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section.
4.    Business Opportunities.  The Participant, while he or she is employed by the Company and  its  Subsidiaries, agrees  to  offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without additional compensation or consideration,  any  business  prospects,  contracts or other business opportunities that he or she may  discover,  find, develop  or otherwise  have available  to him or her in any field in which the 




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Company or any of its  Subsidiaries is  engaged, and  further  agrees that any  such prospects, contracts or other business opportunities shall be the property of the Company.


5.    Confidentiality.  The Participant acknowledges that during his or her employment with  the  Company, he or she  has and will necessarily become informed of, and have access to, the  Confidential  Information of  the Company, and  that the  Confidential  Information,  even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s exclusive property to be held by the Participant in trust and solely for the Company’s benefit.  Accordingly,  except as  required by law, the  Participant shall  not, at any time, either during or subsequent to his or her employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential  Information  without  the prior  written   consent of   the Company,  except  to  responsible officers and employees of the Company and its Subsidiaries and other responsible persons who  are  in  a contractual or fiduciary relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately  is or becomes  of general public knowledge from authorized sources other than the Participant.  The Participant also agrees and understands that the Participant’s duties and obligations under any confidentiality and non-disclosure agreement signed in connection with the Participant’s employment with the Company, including the Confidentiality and Non-Solicitation Agreement, (collectively, the “Confidentiality Agreement”) will remain in full force  and effect in accordance with its terms, and  that a breach of the Confidentiality Agreement will also constitute a breach of this present RCA.  To the extent the terms of the Confidentiality Agreement are inconsistent with the terms of this RCA, the provisions of this RCA will control.
6.    Termination.  Either party  may  terminate the employment relationship for any reason  at  any  time upon  giving the other  party thirty  (30) days  prior  written notice.  The Company may, in its discretion, relieve the Participant of some or all of his/her duties  during all or a part of such notice period.  Subject to the forgoing notice obligation, the Participant’s employment with the Company shall remain at will.
7.    Return of Company Property.  By  no  later  than  the Termination  Date,  the  Participant shall promptly deliver to the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes, notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and any of its Subsidiaries’ business that are in the Participant’s possession or control.


8.    Governing Law, Forum and Jury Waiver.  This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by the laws of the State of North Carolina without regard for reference to any choice or conflict of law principles of any jurisdiction.  The parties agree that any action or proceeding with respect to this RCA or the  Participant’s employment with the Company shall be brought exclusively in the state or federal courts in the State of North Carolina, and the Participant voluntarily submits to the exclusive jurisdiction over the Participant’s person by a court of competent jurisdiction located within the State of North Carolina.  The parties hereby irrevocably waive any objection they may now or hereafter  have  to  the  laying  of  venue of any such action in the State of North Carolina, and 


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further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby knowingly and expressly waive their right to a jury trial for any claim relating to his/her/its rights or obligations under this RCA.  


9.    Amendment, Modification or Waiver.  This RCA  may not be changed orally, and no  provision of  this RCA may be amended or modified unless such amendment or modification is in writing, signed by the Participant and  by a duly authorized officer of the Company.  No act or failure to act by the Company will  waive any right, condition or provision contained herein.  Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.


10.    Severability.   In  case  any one or more of the provisions contained in this RCA shall,  for  any reason, be  held  to  be  invalid,  illegal  or  unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this RCA, but this RCA  shall be construed as  if  such invalid, illegal, or other unenforceable provision had never been  contained  herein. If,  moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear. 


11.    Miscellaneous.


(a)    The Participant’s and the Company’s obligations hereunder shall continue in full force  and  effect in the event  that  the Participant’s job  title, responsibilities, work location or other conditions of his/her employment with the Company change subsequent to the execution of the RCA, without the need to execute a new RCA.  


(b)    In the  event that the Participant breaches any of the provisions of Sections 2 or 3 of this RCA, to the extent permitted by law,  the Non-Compete or  Non-Solicit Restricted Period (as applicable) shall be  tolled  until such breach has been duly cured, it being the intent of the parties that such period shall be  extended by any period of time in which the Participant is in violation of such sections.


(c)    The Participant  agrees  to  provide  a copy of Section 1 through 5 of this RCA to any subsequent employers or prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period and the Non-Compete Restricted Period).   The  Participant  specifically  authorizes  the  Company  to notify  any  subsequent  employers  or  prospective  employers of the Participant of the restrictions on the Participant contained  in  this  RCA  and of any concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA the Participant agrees to promptly notify the  Company  of  any offers  to  perform services,  any engagements to provide services, and/or  actual work  of any  kind, whether  as  an individual,  proprietor,   partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during  the period of his/her employment by the Company or any of its Subsidiaries 


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and  during  the  Non-Solicit  Restricted Period and  the Non-Compete Restricted Period. Such notice must be provided prior to the commencement of any such services or work.


(d)    The rights  and  remedies of the parties under this RCA are cumulative (not alternative) and in  addition  to all other rights and remedies available to such parties at law, in equity, by contract or otherwise




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APPENDIX B
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Global Restricted Stock Unit Award Agreement


Country-Specific Terms and Conditions


Capitalized  terms  used but not otherwise defined herein shall have the meaning given to such terms  in  the  INC  Research  Holdings, Inc. 2014 Equity Incentive Plan,  As  Amended  and  Restated, and the Global Restricted Stock Unit Award Agreement.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides and/or works in a country listed below.  If  the  Participant moves  to  another country  after  receiving the grant  of  the RSUs,  the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix B also  includes information regarding exchange controls and certain other issues of  which  the Participant should  be  aware with respect to the Participant’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of November 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information in this  Appendix  B as  the only  source of   information  relating  to  the consequences of  the  Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation  and the Company is not in a position to assure the Participant of a particular result.  Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if  the Participant is a citizen  or resident of a country  other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.
ARGENTINA
Terms and Conditions
Nature of Grant.  This provision  supplements  Section 6  of  the Global  Restricted Stock Unit Award Agreement:


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The  RSUs  are  an extraordinary benefit, which  for  labor law purposes (e.g. thirteenth month salary, Christmas bonuses, or similar payments) are valued at the fair market value of the Shares on the date of vesting, when the Shares are delivered to the Participant.  A portion of such value may be deducted, to be taken into account for thirteenth month  salary purposes as of the  month in which the vesting occurs if required under local law.
Notifications
Securities Law Information.  Shares  of the Company  are not  publicly offered or listed on any stock exchange in Argentina. The offer  is  private  and  not  subject to the supervision of any Argentine governmental authority.
Exchange Control Information.  If the  Participant  transfers proceeds from the sale of Shares or the  receipt  of any dividends into Argentina, the Participant may be required to deposit a portion of the proceeds  into a non-interest bearing account in Argentina for 365 days unless certain conditions  are  met.  The  Argentine  bank handling the transaction may request certain documentation in connection with the Participant’s request to transfer proceeds into Argentina, including evidence of the sale or dividend payment and proof of the source of the funds used to acquire the Shares.
Please  note  that exchange  control regulations in Argentina are subject to frequent change and it is  the  Participant’s  responsibility  to comply with these  regulations.  The Participant should consult with the Participant’s personal legal advisor regarding any exchange control obligations the Participant may have in connection with participation in the Plan.
Foreign Asset/Account  Reporting Information.  The  Participation must report holdings of any equity  interest in a  foreign company (e.g., Shares acquired under the Plan) on his or her annual tax return each year.
AUSTRALIA
Notifications
Securities  Information.  If  the Participant acquires Shares pursuant to the RSUs and he or she offers the Shares for sale to a person or entity resident in Australia, then the offer may be subject to disclosure  requirements under Australian law.  The Participant should obtain legal advice on his or her disclosure obligations prior to making any such offer.
Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD 10,000 and for international fund transfers.  The Australian  bank assisting with the  transaction  will file the report for the Participant.  If there is no Australian bank involved in the transfer, the Participant will be required to file the report. 


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CANADA
Terms and Conditions
RSUs Settled  in  Shares Only.  Notwithstanding  any discretion contained in the Plan, or any provision in  this Global Restricted  Stock Unit Award Agreement  to the contrary, RSUs granted to  employees  in  Canada shall be settled in Shares only and do not provide any right for the Participant to receive a cash payment.
The following terms and conditions apply to residents of Quebec:
Language Consent.  The parties  acknowledge  that it  is  their express  wish that  this Global Restricted Stock Unit Award Agreement, as well as all documents, notices and legal proceedings entered  into,  given or  instituted  pursuant  hereto or relating directly or indirectly hereto, be provided to them in English.
Consentement  Relatif  à  la  Langue  Utilisée.  Les  parties reconnaissent avoir expressément souhaité que la présente convention («Agreement»), ainsi que tous les documents exécutés, avis donnés et procédures judiciaries intentées, en vertu de, ou liés directement ou indirectement à la présente convention, soient rédigés en langue anglaise.
Data Privacy.  This provision supplements Section 9 of the Global Restricted Stock Unit Award Agreement:
The  Participant  hereby authorizes the Company and the Company’s representatives  to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to assist with  the  Plan to disclose  and discuss the Plan with their respective advisors.  The Participant further authorizes the Company and its Subsidiaries to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information.  The Participant is permitted to sell Shares acquired under the Plan through a  broker  acceptable to  the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the NASDAQ Global Select Market.
Foreign Asset/Account Reporting Information.  Canadian residents are required to report foreign property, including Shares and rights to receive Shares (e.g. RSUs  granted or Shares  acquired  under the Plan) in a non-Canadian company, on Form T1135 (Foreign Income Verification Statement),  on  an  annual basis, if  the  total cost of  the  individual’s  foreign  property exceeds C$100,000  at  any  time during the year.  Thus, if the C$100,000 cost threshold is exceeded by other  foreign  property  held  by  the individual, RSUs must be reported.  Such RSUs may be reported at a nil cost.


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For purposes of  the reporting, Shares acquired under the Plan may be reported at their adjusted cost bases.  The adjusted cost basis of a Share is generally equal to the fair market value of such Share  at  the time of  acquisition; however, if  the individual owns other Shares (e.g., acquired under other circumstances or at another time), the adjusted cost basis may be different. 
The  Participant  is advised  to  consult  his  or  her personal  tax  advisor  to determine the Participant’s exact reporting requirements in this regard.
GREECE
There are no country-specific provisions for Greece.
JAPAN
Notifications
Foreign Asset/Account Reporting  Information.  Japanese  residents are required to report details of any assets held outside of  Japan as of  December  31 (including Shares), to the  extent such assets  have  a  total  net fair market value exceeding ¥50,000,000.  Such report will be due by March 15 each  year.  If  applicable,  the  Participant  is  responsible  for  complying with this reporting  obligation.  The Participant  should with consult  his or her personal financial advisor in this regard.
POLAND
Terms and Conditions
Consent to Receive Information in English. By accepting the RSUs, the Participant confirms having read and understood the Plan and the Global Restricted Stock Unit Award Agreement, including any appendices thereto, which were provided in the English language. The Participant accepts the terms of these documents accordingly.
Notifications
Exchange Control Information.  If the Participant holds foreign securities (including Shares) and maintains such securities  in an account abroad, he or she may be required to file certain reports with the National Bank of Poland.  Specifically, if the value of  the  Participant’s securities  and cash held in an account abroad (when combined with all other assets held abroad) exceeds PLN7 million, he or she must file reports with the National Bank of Poland regarding any transactions and the balances of the foreign accounts on a quarterly basis.  Such reports are filed on  special forms available on the website of the National  Bank of Poland.  Additionally, any funds transfer by a  Polish resident into or out of Poland in excess of a specified threshold (currently €15,000) must be effected through a bank in Poland.  Polish residents are required to store all documents related to any foreign exchange transactions for a period of five years.
SERBIA
Notifications


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Securities Law Information.  The grant of RSUs and the issuance of any Shares are not subject to the  regulations  concerning  public  offers  and private placements  under the Law on Capital Markets.
Exchange Control Information.  Pursuant to the Law on Foreign Exchange Transactions, the Participant is permitted to acquire Shares under the Plan, but a report may need to be made of the acquisition of such Shares, the value of the Shares upon vesting, and, on a quarterly basis, any changes in the value of the Shares.  An exemption from this reporting obligation may apply if the Shares are acquired for no consideration.  As the exchange control regulations  in Serbia  may change  without  notice,  the Participant  should consult  with  his or her personal advisor with respect to all applicable reporting obligations.
SINGAPORE
Notifications
Securities Law Notification.  The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) under which it is exempt from the prospectus and registration  requirements and is not made with a view to the underlying Shares being subsequently offered for sale to any other party.  The Plan has not been lodged or registered  as a prospectus  with the Monetary  Authority of  Singapore.  The  Participant  should note that the RSUs are subject to section 257 of the SFA and the Participant  will  not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made (i) after  6  months  from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Director Notification Requirement.  If the Participant is the Chief Executive Officer (“CEO”), a director,  associate  director  or  shadow  director of a  Singapore Subsidiary, the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is a Singapore resident or employed in Singapore.  Among  these requirements is the obligation to notify the Singapore Subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSUs, Shares) in the Company or a Subsidiary.  These notifications must be made within two (2) business days of acquiring or disposing of any interest in  the  Company or  any Subsidiary  or within two (2) business days of becoming the CEO, a director, associate director or shadow director if such an interest exists at that time.
UNITED KINGDOM
Terms and Conditions
Responsibility  for  Taxes.  The  following  provisions  supplement Section 3 of   the  Global Restricted Stock Unit Award Agreement:
________________________
1 A shadow director is an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control  such that the board of directors of the Singapore Subsidiary acts in accordance with the directions or instructions of the individual.


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If payment or withholding  of the income tax due is not made within ninety (90) days of  the end of the tax year in which the event giving rise to the liability occurs or such other period specified in  Section  222(1)(c) of  the  U.K.  Income  Tax  (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax  will constitute a loan owed by the Participant to the Company or the Employer, effective on the Due Date.  The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the Plan or in Section 3 of the Global Restricted Stock Unit Award Agreement.  
Notwithstanding  the  foregoing,  if  the Participant  is  a director  or  executive officer of the Company  (within  the  meaning of  Section  13(k) of the Exchange Act), he or she will not be eligible for such a loan to cover the income tax due as described above.  In the event that the Participant is such a director or executive officer and the income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and  national  insurance  contributions may be  payable.  The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.  The Participant is responsible for reimbursing the Company or the Employer (as applicable) for the value of any employee  national insurance contributions due on this additional benefit and acknowledges that the Company or the Employer may recover such amount from him or her by any of the means referred to in Plan or in Section 3 of the Global Restricted Stock Unit Award Agreement.




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APPENDIX C
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Global Restricted Stock Unit Award Agreement


Special Provisions for Executive Officers
The provisions in this Appendix C apply only to the Chief Executive Officer and the Eligible Executives.  “Eligible Executive” shall have the same meaning as defined in the Severance Plan (as defined below).
		
	1.
	Involuntary Termination in connection with Change in Control.


This provision replaces Section 2(b) of the Restricted Stock Unit Agreement for the Eligible Executives:


		
	(i)
	The RSUs  will  become fully vested immediately upon the Eligible Executive’s termination  of  Service in the event  that  (A) the   Eligible  Executive’s  Service is terminated by the Company for any reason other than Cause, death or Disability or (B) the Eligible Executive resigns for Good Reason, in each case, at the time of,  or during the period commencing on the date three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control.




		
	(ii)
	As  used in  this Agreement, “Cause,” “Change in Control,” and “Good Reason” shall have the meanings ascribed to such terms in the INC Research Holdings, Inc. Executive Severance Plan (the “Severance Plan”).




		
	(iii)
	This Section 2(b) shall be interpreted consistently with the provisions of the Severance Plan to give effect to the benefits intended to be provided under the Severance Plan.  Further,  the  vesting acceleration  benefits  provided under this Section 2(b) shall be subject to the conditions set forth in the Severance Plan.




		
	(iv)
	Any  vesting  acceleration  provisions  contemplated  under this Section 2(b) shall be subject to the limitations provided in Section 5.5 of the Plan.


Any RSUs that vest pursuant to this Section 2(b) shall be settled within the period and subject to the conditions provided in the Severance Plan.


		
	2.
	Restrictive Covenants


Section 8 of the Global Restricted Stock Unit Agreement and Appendix A shall not apply to the Chief Executive Officer or the Eligible Executives.


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