Director RSA


    Exhibit
      10.4.9

    


    [FORM
      OF
      DIRECTOR RESTRICTED STOCK AWARD NOTICE]

    


    INVENTIV
      HEALTH, INC.

    


    Notice
      of Grant of

    Shares
      of Restricted Common Stock

    


    Grantee:
          

    Number
      of
      Shares:    

    Grant
      Date:    ,
      20  

    


    The
      Grantee named above has been awarded  
      restricted shares (the “Restricted
      Stock”)
      of the
      common stock, par value $.001 per share, of inVentiv Health, Inc. (the
      "Company").
      This
      Notice of Grant outlines certain terms and conditions of the award. Additional
      terms and conditions of the award are contained in the inVentiv Health, Inc.
      2006 Long-Term Incentive Plan (the “Plan”).
      The
      Restricted Stock is granted under and will be governed by terms of the Plan.
      

    


    1.
      Rights
      as Stockholder.
      Subject
      to the terms of the award, from and after the Grant Date, the Grantee will
      have
      all of the rights of a stockholder with respect to the Restricted Stock,
      including the right to vote such shares of Restricted Stock and, subject to
      Section 7.3 of the Plan, the right to participate in all dividends and
      distributions with respect to the Company’s Common Stock; provided, however,
      that any additional shares of common stock or other securities that the Grantee
      may become entitled to receive pursuant to a stock dividend, stock split,
      combination of shares, recapitalization, merger, consolidation, separation
      or
      reorganization or any other change in the capital structure of the Company
      will
      be subject to the same restrictions as the shares of Restricted Stock included
      in the award. 

     

    2.
      Restrictions;
      Delivery.
      (a)
      Until the Restricted Stock granted hereunder vests in accordance with Section
      3
      hereof, one or more stock certificates representing the unvested portion of
      the
      Restricted Stock will be issued in the Grantee's name, but will be held in
      custody by the Company or an escrow agent (which may be a brokerage firm)
      appointed by the Company. The Grantee will not be permitted to sell, transfer,
      assign, give, place in trust or otherwise dispose of or pledge, grant a security
      interest in or otherwise encumber unvested shares of Restricted Stock,
other
      than by will or the laws of descent and distribution, and
      any
      such attempted disposition or encumbrance will be void and unenforceable against
      the Company, provided
      that the Grantee may assign or transfer unvested shares of Restricted Stock
      with
      the consent of the Committee to (a) the Grantee’s spouse, children or
      grandchildren (including any adopted and step children or grandchildren), (b)
      to
      a trust or partnership for the benefit of one or more of the Grantee or the
      persons referred to in clause (a), or (c) for charitable donations; provided
      that the recipient shall be bound by and subject to all of the terms and
      conditions of the Plan and this Agreement and shall execute an agreement
      satisfactory to the Company evidencing such obligations; and provided further
      that such Grantee shall remain bound by the terms and conditions of the
      Plan.
      Subject
      to applicable law, the Grantee may sell, transfer, assign, give, place in trust,
      or otherwise dispose of or pledge, grant a security interest in, or otherwise
      encumber vested shares of Restricted Stock. 

    


    (b)
      Subject to the provisions of this award, upon the vesting of any shares of
      Restricted Stock, the Company will deliver to the Grantee a certificate or
      certificates for the number of shares of Restricted Stock which have so vested.
      Alternatively, the Company may elect to deliver vested shares of Restricted
      Stock electronically, and if it does so, this award is conditioned upon the
      Grantee establishing an account with a brokerage firm selected by the Company
      for the purpose of receiving such shares.

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.
      Vesting
      of Restricted Stock.
      (a) The
      Restricted Stock will vest (and become non-forfeitable) as follows:


    


    	·  	
            25%
              of the shares of Restricted Stock will vest on the first anniversary
              of
              the Grant Date;

          


    


    	·  	
            25%
              of the shares of Restricted Stock will vest on the second anniversary
              of
              the Grant Date;

          


    


    	·  	
            25%
              of the shares of Restricted Stock will vest on the third anniversary
              of
              the Grant Date; and

          


    


    	·  	
            25%
              of the shares of Restricted Stock will vest on the fourth anniversary
              of
              the Grant Date.

          


     

    (b)
      Any
      unvested shares of Restricted Stock will immediately become vested in the event
      that (i) (A) the Grantee is not nominated for reelection to the Board of
      Directors in connection with any stockholder meeting or consent pursuant to
      which directors are elected (other than by reason of the Grantee's resignation),
      unless the Grantee's term in office would not be affected by the election of
      the
      directors who are so nominated, (B) notwithstanding any such nomination, the
      Grantee is not reelected to the Board of Directors upon the expiration of the
      Grantee's term or (C) the Grantee is removed from the Board of Directors (in
      each case other than for Cause), (ii) there is a Change of Control with respect
      to the Company while the Grantee is a member of the Board of Directors or (iii)
      the Grantee dies or becomes disabled while the Grantee is a member of the Board
      of Directors. For purposes hereof, "Cause" means gross negligence, willful
      misconduct, breach of fiduciary duty or other matters determined by the Board
      to
      constitute cause upon notice to the Grantee.

    


    4.
      Taxes.
      The
      Company will not withhold or pay any local, state or federal taxes on the
      Grantee's behalf. The Grantee shall be solely responsible for the payment of
      any
      such taxes.

    


    5.
      Regulatory
      Compliance.
      The
      issuance and delivery of any stock certificates representing vested shares
      of
      Restricted Stock may be postponed by the Company for such period as may be
      required to comply with any applicable requirements under the federal securities
      laws or under any other law or regulation applicable to the issuance or delivery
      of such shares. The Company will not be obligated to deliver any vested shares
      of Restricted Stock to the Grantee if the Company believes that such delivery
      would constitute a violation of any applicable law or regulation.

    


    6.
      Representations
      and Warranties.
      The
      Grantee is prohibited from selling vested shares of Restricted Stock other
      than
      pursuant to either (i) a registration statement on an appropriate form under
      the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      which
      registration statement has become effective and is current with regard to the
      shares being sold, or (ii) if a registration statement covering the Restricted
      Stock is not effective at the time of issuance, a specific exemption from the
      registration requirements of the Securities Act that is confirmed in a favorable
      written opinion of counsel, in form and substance satisfactory to counsel for
      the Company, prior to any such sale or distribution, provided that the Company
      will not require opinions of counsel for transfers of shares of Restricted
      Stock
      made pursuant to Rule 144 if the Company is provided with any certificates
      or
      other evidence of compliance with Rule 144 reasonably required by it in
      connection with such transfer (including a copy of the relevant Form 144).
      

    


    7.
      Legends.
      (a)
      Each
      certificate representing any unvested shares of Restricted Stock shall be
      endorsed with a legend in substantially the following form:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTED
      STOCK AWARD NOTICE, DATED AS OF (GRANT
      DATE),
      WHICH
      PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND
      ENCUMBRANCE OF SUCH SHARES. A COPY OF SUCH NOTICE IS ON FILE AT THE PRINCIPAL
      OFFICES OF THE COMPANY

    


    (b)
      In
      addition to the legend set forth in paragraph (a) and above, until registered
      under the Securities Act, each certificate representing shares of Restricted
      Stock shall be endorsed with a legend in substantially the following
      form:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH
      SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE
      AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH
      TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
      THEREUNDER;  

    


    8.
      Miscellaneous.

    


    (a)
      Construction.
      This
      award will be construed by and administered under the supervision of the
      Committee, and all determinations of the Committee will be final and binding
      on
      the Grantee.

    


    (b)
      Dilution.
      Nothing
      in this award will restrict or limit in any way the right of the Board of
      Directors of the Company to issue or sell stock of the Company (or securities
      convertible into stock of the Company) on such terms and conditions as it deems
      to be in the best interests of the Company, including, without limitation,
      stock
      and securities issued or sold in connection with mergers and acquisitions,
      stock
      and securities issued or sold in connection with investments in the Company,
      stock issued or sold in connection with any stock option or similar plan, and
      stock issued or contributed to any qualified stock bonus or employee stock
      ownership plan.

    


    (c)
      Dispute
      Resolution.
      Any
      controversy or claim arising out of or relating to this award will 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 will be final
      and binding upon the parties, and judgment may be entered with respect to such
      award in any court of competent jurisdiction. The award or decision rendered
      by
      the arbitrator will be final, binding and conclusive and judgment may be entered
      upon such award by any court of competent jurisdiction.

    


    (d)
      Forfeiture
      of Restricted Stock.
      The
      Restricted Stock is subject to forfeiture upon a determination by the Committee
      that the Executive has engaged in any of the conduct described in the first
      sentence of Section 13.5 of the Plan and that the Restricted Stock should be
      forfeited as a consequence.

    


    INVENTIV
      HEALTH, INC.