Exhibit






[FOR USE FOR EXECUTIVE OUTSIDE OF U.S.]
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan
Performance Restricted Stock Unit Award Agreement for Non-U.S. Participants
This Performance Restricted Stock  Unit  Award Agreement for Non-U.S. Participants (this “Agreement”) including any special terms and conditions for the Participant’s country set  forth in Appendix B, attached hereto  (the Performance  Restricted  Stock  Unit  Agreement and Appendix  A and B, together, the “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






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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 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 






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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.  
		
	(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  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 PRSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.


		
	(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 PRSUs,  including, but not limited to, the grant or vesting of the PRSUs, the delivery of Shares following the Vesting Date, the subsequent sale of Shares acquired pursuant to such vesting/delivery 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 PRSUs 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 






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satisfy  the  obligations with  regard  to  all Tax-Related  Items  by  one  or  a combination  of  the  following: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer;  (2) withholding from proceeds of the sale of Shares acquired upon vesting/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  in  Shares to be issued upon settlement of the PRSUs; provided, however that if the Participant is a Section 16 officer of the Company  under the  Exchange Act  and as  approved by the Board of Directors, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (1)-(3) herein  and,  if  the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then the Participant shall be entitled to elect the method of withholding from the alternatives above.
Depending on the withholding method, the Company may withhold or account for Tax-Related  Items  by  considering  applicable  minimum statutory withholding rates or other  applicable  withholding rates, including maximum applicable rates, in which case the Participant will 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 PRSUs, 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.  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 (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)  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 






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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 contemplated by Section 4.5 of the Plan, the PRSUs may be adjusted in accordance with Section 4.5 of the Plan.


		
	6.
	Nature of Grant.  In accepting the PRSUs, 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 PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PRSUs, or benefits in lieu of PRSUs, even if PRSUs have been granted in the past; 


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


		
	(d)
	the  PRSUs  and the Participant’s participation in the Plan shall not 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 PRSUs and the Shares subject to the PRSUs are not intended to replace any pension rights or compensation; 


		
	(g)
	the PRSUs  and  the  Shares  subject to the PRSUs, 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 PRSUs and the Shares subject to the  PRSUs,  and the income  and value of same, are not granted as consideration for,  or in connection with,  the  service that 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  PRSUs  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 






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terms of the Participant’s employment agreement, if any), and in consideration of the grant of the PRSUs 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;
		
	(k)
	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 PRSUs or of any amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any Shares acquired upon settlement.


		
	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.
	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 PRSU grant materials by and among,  as  applicable,  the  Employer,  the  Company  and  its  Subsidiaries for the exclusive 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 and  telephone  number,  date  of  birth,  social  insurance number or other identification  number,  salary,  nationality,  job title, any shares of stock or directorships held in the Company, details of all PRSUs 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 




6 







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  sole  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 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  and  career with  the  Employer  will not be adversely affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would  not  be able to  grant PRSUs  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.
		
	9.
	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.


		
	10.
	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.


		
	11.
	Imposition of Other Requirements.  The Company reserves the right to impose any other requirements  on  the Participant’s  participation  in the Plan, on the PRSUs 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.


		
	12.
	Appendix B.   Notwithstanding  any provisions in this Agreement,  the PRSUs shall be subject to  any  special  terms and conditions set forth in Appendix B for the Participant’s country.  Appendix B constitutes  part  of  this  Performance  Restricted  Stock Unit Agreement.






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	13.
	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, which  may affect his or  her  ability to acquire  or sell Shares or rights to Shares (e.g., PRSUs) 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 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.


		
	14.
	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 PRSUs 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)
	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










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










APPENDIX B
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan
Performance 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 (the “Plan”) and the Performance  Restricted  Stock Unit  Award  Agreement  for Non-U.S. Participants (the “Performance Restricted Stock Unit Agreement”).  This Appendix constitutes part of the Performance Restricted Stock Unit Agreement.
Terms and Conditions
This Appendix B  includes additional terms and conditions that govern the PRSUs 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 PRSUs, 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 January 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 PRSUs 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.


Appendix B – Performance Restricted Stock Unit Award Agreement



Appendix B-2



UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes.  The following provisions supplement Section 3 of the Performance  Restricted Stock Unit Agreement:
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 Performance Restricted Stock Unit 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 Performance Restricted Stock Unit Agreement.


Appendix B– Performance Restricted Stock Unit Award Agreement