Exhibit










[FOR USE IN U.S. FOR EXECUTIVES WITH EMPLOYMENT AGREEMENT]
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan
Performance Restricted Stock Unit Award Agreement
This Performance Restricted Stock Unit Award Agreement (this “Agreement”) is made by and  between INC Research Holdings, Inc.,  a Delaware corporation (the “Company”),  and Participant Name (the “Participant”), effective as of Grant Date (the “Date of Grant”). 
RECITALS
WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan (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  Performance 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.  
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
		
	1.
	Grant  of  Performance Restricted  Stock Units.   The  Company  has granted  to  the  Participant, effective as  of  the Date of Grant,  Number of  PRSUs  Granted (“Total Award”) Performance 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 “PRSUs”).  


		
	2.
	Vesting Eligibility of  PRSUs.  Subject to  the terms  and conditions set forth in the Plan and this Agreement, the PRSUs will be eligible for vesting as follows:


		
	(a)
	General.   Except  as  otherwise  provided in Section 2(b),  the PRSUs  will  be  eligible for vesting based on the attainment of certain  Performance Goals during the Performance Periods  as  set forth on Appendix A.   The  Committee  will,  promptly after the filing of the Company’s Form 10-K (or other report publicly furnished to the Securities and Exchange Commission ("SEC")) for each of the Performance Periods, review the applicable financial data as reported in the Form 10-K (or such other report referenced above) and certify in writing whether and to what extent the Performance Goals for each Performance Period set forth in Appendix  A  have  been  attained, and what PRSUs are eligible for vesting as a result  of  such performance,  in  accordance with Section 10 of the Plan.  In  no event will determination  of  achievement  of  the Performance Goals occur later than two and  one-half  (2 1⁄2) months following the end of the last Performance Period. Only to the extent the Performance Goals are achieved, as certified by the 






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Committee, will the PRSUs be eligible for vesting and settlement as described in Section 3 below. 
		
	(b)
	Effect of Change in Control.   Any  portion of the Total Award  not  previously forfeited  will  be  deemed fully vested  immediately upon the Participant’s termination of Service (i) by the Company without Cause (as defined in the Plan), or (ii) by  Participant  for  Good Reason as described below,  in either case at the time of, or within twelve (12)  months immediately following, the consummation of a Change in Control occurring after the Date of Grant (either of such events of termination within such period, a “CIC Termination”).


		
	(c)
	Good  Reason  Defined.  As  used in  this Agreement, “Good Reason” shall mean the  occurrence,  without Participant’s  express written consent, of any of the following events: (i) a material reduction in Participant’s  base  salary or Target Bonus percentage under the INC Research, LLC Management Incentive Plan, if applicable; (ii) a material adverse change to Participant’s authority, job duties or responsibilities  as  compared to  Participant’s   authority,  job duties  or  responsibilities immediately prior  to  the Change in Control; (iii) a  requirement that 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 Participant’s assigned principal office location with any Subsidiary as of  immediately  prior  to the occurrence of the Change in  Control;  or (iv) if  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  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.


		
	3.
	Settlement of PRSUs.


		
	(a)
	Settlement in Stock.  PRSUs eligible for  vesting as described in Section 2 above will  be  settled  by delivering to Participant, by one of the methods set forth in Section 3(b)  below,  a number of  Shares  equal to the number of such vesting-eligible PRSUs on the Vesting  Date (as hereafter defined).  For purposes of this Agreement, the “Vesting Date” will be the earlier of (x) the date on which the Committee approves the achievement of the Performance Goals after the filing of the Form 10-K for the year ending December 31, 2018 (or such other report referenced in Section 2(a) above), provided that the Participant must remain in Service through such date, or (y) the date on which a CIC Termination occurs, in each case subject to the provisions of Section 7 of this Agreement.






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	(b)
	Book­Entry Registration of the Shares; Delivery  of  Shares.  As soon as practical after the Vesting Date but in no event later than two and one-half (21⁄2) months following the end of the calendar year in which  the Vesting Date occurs,  the Company will, at its election, either: (i) issue a certificate representing the Shares payable  pursuant  to this Agreement; or (ii) not issue any certificate representing the Shares payable pursuant to  this Agreement and instead document the Participant’s   interest  in  the  Shares  by  registering  such  Shares  with  the  Company’s  transfer agent  (or another  custodian  selected  by the Company) in book­entry form in the Participant’s name.  In any case, subject to the maximum payment  period  set forth above in  this Section 3(b),  the  Company may provide a   reasonable  delay   in    the   issuance  or  delivery of  the  Shares  to   address  Tax­Related 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 PRSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.


		
	(d)
	Withholding  Requirements.  In connection   with  the  delivery  of  Shares  as  described in Section 3(b) above, the Participant agrees to make adequate arrangements satisfactory to the Company to meet the minimum statutory amount necessary  to  satisfy  any  applicable federal, state and local taxes, domestic or foreign, required  by law or regulation to be withheld by one or a combination of the  following: (1) cash payment by the Participant to the Company prior to the Vesting  Date  of  an  amount  that  the  Company  will apply to the required withholding; (2) withholding from proceeds of the sale of Shares acquired upon settlement  of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding from the Participant’s wages or other cash compensation  paid to  the  Participant by the Company;  or  (4)  to  the  extent allowed  by the Company in its discretion, withholding of Shares that would otherwise be delivered as described in Section 3(b) above.   For the purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding  requirements  at  the  closing price of the Company’s stock on the Vesting Date, as applicable. If the Vesting Date is a non-trading day, the valuation of  the Shares withheld will be  determined  as of  the first trading day preceding such date.  In the absence  of  an arrangement by the Participant that is acceptable to the Company for payment of withholding obligations, the Company at its discretion shall establish the method of withholding from alternatives (2) through (4) above. However, notwithstanding the preceding provisions of this Section 3(d) if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (2) through (4) above. 






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	4.
	Forfeiture.  Except as provided in Section 2(b) above relating to certain terminations of Service  occurring  in  connection with a Change in Control, all PRSUs (whether eligible for  vesting  or  not)   will  be  forfeited  immediately,  automatically   and   without consideration upon a termination of the Participant’s Service for any reason prior to the Vesting Date.  In addition,  any  PRSUs  for a given Performance Period which are not eligible  for  vesting  after  determination  of  the  attainment  of  the  Performance Goals for  such  Performance  Period  will  be forfeited as of the date of certification by the Committee  and  will  not  carry over  to  subsequent  Performance  Periods.   Without limiting the generality of the foregoing, the PRSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.


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


		
	6.
	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.


		
	7.
	Application of Section 409A of the Code.


		
	(a)
	The parties intend that the delivery of Shares or  other consideration in respect of the  PRSUs  provided  under this Agreement  satisfies,  to  the  greatest  extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent  with  those provisions.  To the extent not so exempt,  the delivery of Shares or  other consideration in respect of  the  PRSUs  provided  under  this  Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.  


		
	(b)
	To the extent that (i) one or more of the payments or benefits received or to be received by Participant pursuant to this Agreement would constitute deferred compensation subject to the requirements  of  Section 409A, and (ii) Participant is a “specified employee” within the meaning of Section 409A, then  solely to the extent  necessary  to avoid  the  imposition of  any additional Tax-Related Items under Section 409A, the commencement of any payments or benefits under this Agreement will be deferred until the date that is six months following the Participant’s  “separation  from service”  within   the  meaning  of   Treasury  Regulation  Section  1.409A-1(h),   (or,  if  earlier,  the  date  of  death  of the Participant) and will instead  be paid on the date that immediately follows the end 






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of  such  six-month period  (or death) or as soon as administratively practicable within thirty (30) days thereafter.
		
	(c)
	The  Company  makes  no representations  to  Participant  regarding  the compliance of this Agreement or the PRSUs with Section 409A, and Participant is solely responsible  for the payment of any taxes or penalties arising applicable federal, state, or  foreign law, including  but not limited to Section  409A, with respect  to the  grant  of  the  PRSUs and the delivery of the Shares upon settlement of the PRSUs.


		
	8.
	Miscellaneous Provisions


		
	(a)
	Securities 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 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)
	Non­Transferability.  The PRSUs  and the rights and privileges conferred thereby shall be non-transferrable except  as provided by Section 15.3 of the Plan.  Any shares of Common Stock 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  or  state  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.


		
	(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 






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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 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,  his 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 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 






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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)
	Acceptance.  The Participant hereby acknowledges  receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions of  the Plan and  this Agreement, and  accepts the PRSUs 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 Stock PRSUs Award Agreement as of the date first written above. 
INC RESEARCH HOLDINGS, INC.
By:                        
Name:    
Title:    


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




Signature Page to Performance Restricted Stock Unit Award Agreement



A-1





APPENDIX A
PERFORMANCE GOALS FOR PRSU VESTING ELIGIBILITY
The vesting eligibility  of  the PRSUs  granted pursuant to the attached Performance Restricted Stock Unit Award Agreement will be determined by the Committee in accordance with the Plan and this Appendix A.
Performance Periods: There will be three performance periods in which one-third of the Total Award  amount granted in Section 1 above will be  measured  against  the  Performance  Goals stated in the table below for each year.


	
				
	Performance
Period
	Performance Goal
	Dates
	Units Subject to the Performance Goal

	1
	2016 EPS
	January 1, 2016 to December 31, 2016
	One-third  of Total Award

	2
	2017 EPS
	January 1, 2017 to December 31, 2017
	One-third  of Total Award

	3
	2018 EPS
	January 1, 2018 to December 31, 2018
	One-third  of Total Award






Performance Goals:   PRSUs  will  be  eligible for vesting based upon Adjusted  Diluted Net Income Earnings per share (or EPS) for each of the three Performance Periods as reported in the Company’s  Form  10-K, or  in  such  other  report  publicly  filed  with  the  SEC,  for each Performance Period based on the following schedules.


<financial targets>


No pro-rated portion of the PRSUs for a given Performance Period will be eligible  for vesting based on EPS levels between the stated amounts.  


Appendix A – Performance Restricted Stock Unit Award Agreement