Director Stock Option award


    Exhibit
      10.4.8

    


    [FORM
      OF
      DIRECTOR STOCK OPTION AWARD NOTICE]

    


    


    INVENTIV
      HEALTH, INC.

    


    Notice
      of Grant of

    Stock
      Option

    


    Grantee:
          

    Grant
      Date:    ,
      20  

    


    You
      are
      granted, effective as of the above grant date (the “Option Grant Date”), an
      option (the “Option”) to purchase   
      shares
      of common stock, $0.001 par value (the “Options Shares”), of inVentiv Health,
      Inc. (the “Company”), pursuant to the inVentiv Health, Inc. 2006 Long-Term
      Incentive Plan (the “Plan”). The Option is subject to the terms and conditions
      set forth below and in the Plan, which is incorporated into and made a part
      of
      this Stock Option Agreement (this “Agreement”). Capitalized terms used in the
      Agreement have the same meaning as defined in the Plan.

    


    Shares
      issuable upon exercise of the Option in accordance with the terms hereof will
      be
      delivered electronically, and you are required to establish an account with
      a
      brokerage firm selected by the Company as a condition to such exercise.


    


    	1.  	
            Exercise
              Price:
              $ 
              per Option Share.

          


    


    	a.
              	
            Number
              of Option Shares: 

          


    


    	b.
              	
            Type
              of Option:
              Nonqualified Stock Option (i.e., an option which is not an incentive
              stock
              option under Section 422 of the Code).

          


    


    	c.
              	
            Vesting:
              The Option will vest as follows:

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the first
              anniversary of the Option Grant Date;

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the second
              anniversary of the Option Grant Date;

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the third
              anniversary of the Option Grant Date; and

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the fourth
              anniversary of the Option Grant Date. 

          


    


    	d.
              	
            Any
              unexercised portion of the Option shall be cancelled and terminated
              without payment therefor if the Fair Market Value of one share of Common
              Stock as of the date of a Change of Control is less than the exercise
              price per Option Share set forth above.

          


    


    	e.
              	
            Any
              unvested portion of the Option will immediately become vested in the
              event
              that (i) (A) you are 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 your resignation),
              unless your term in office would not be affected by the election of
              the
              directors who are so nominated, (B) notwithstanding any such nomination,
              you are not reelected to the Board of Directors upon the expiration
              of
              your term or (C) you are 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 you are a member of the Board of Directors or (iii)
              you
              die or become disabled while you are 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 you.

          


    


    	2.  	
            Registration
              Under Federal and State Securities Laws:
              The Option may not be exercised and the Company is not required to
              deliver
              Option Shares unless such Option Shares have been registered under
              Federal
              and applicable state securities laws, or are then exempt from such
              registration requirements.

          


    


    	3.  	
            Forfeiture
              of Option:
              The unexercised portion of the Option is subject to forfeiture upon
              a
              determination by the Committee that you have engaged in any of the
              conduct
              described in the first sentence of Section 13.5 of the Plan and that
              the
              Option should be forfeited as a
              consequence.

          


    


    	4.  	
            Expiration
              Date:
              The vested portion of the Option expires three months after termination
              of
              service to the Company, except if your service terminates by reason
              of
              death or disability, in which case the vested portion of the Option
              expires one year after termination of service to the Company. The portion
              of the Option that has not vested as of the date of termination of
              your
              provision of services to the Company for any reason whatsoever, with
              or
              without cause, whether voluntarily or involuntarily, will be forfeited
              and
              returned to the Company, and all rights of you or your heirs in and
              to
              such portion of the Option will terminate, unless the Committee determines
              otherwise in its sole and absolute discretion. Subject to earlier
              termination as provided in this Agreement and the Plan, the Option
              expires
              on the 10th
              anniversary of the Option Grant Date.

          


    


    	5.  	
            Taxes.
              The Company will not withhold or pay any local, state or federal taxes
              on
              your behalf. You shall be solely responsible for the payment of any
              such
              taxes.

          


    


    	6.  	
            Restrictions
              on Transfer:
              You are not permitted to sell,
              assign, transfer or otherwise encumber any portion of the Option, other
              than by will or the laws of descent and distribution, and
              any such attempted disposition or encumbrance shall be void and
              unenforceable against the Company, provided
              that you may assign or transfer the Option or a portion thereof with
              the
              consent of the Committee to (a) your 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 you 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 you shall remain bound by the terms and conditions of
              the
              Plan.

          


    


    	7.  	
            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.

          


    


    INVENTIV
      HEALTH, INC.