Exhibit






INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this “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 EFFECTIVE  DATE  OF GRANT (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 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 Restricted Stock Units.   The  Company  has  granted  to the Participant,  effective as of the Date of Grant, XXXX 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, the RSUs will vest in equal annual installments of ____% of the Shares over a ____-year  period on each anniversary of the Date of  Grant,  subject  to  the Participant’s  continued Service through each applicable vesting date.


		
	(b)
	Involuntary Termination in connection with Change in Control.  




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











(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.
		
	3.
	Settlement of RSUs Upon Vesting.


Settlement in Stock.  RSUs vested as described in Section 2 above will be settled by delivering to Participant a number of Shares  equal to  the  number of vested RSUs on the date on which the RSUs vest; provided that RSUs that vest pursuant to Section 2(b) shall be settled as provided in the Severance Plan. 
		
	(a)
	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; provided that RSUs that  vest  pursuant to Section 2(b) shall be settled within the period and subject to the  conditions provided in  the Severance Plan.  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.


		
	(b)
	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.


		
	(c)
	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 day of vesting of an amount that the Company will apply  to  the  required  withholding; (2) 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); (3) withholding from the Participant’s wages or other cash compensation paid to the 




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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 Fair Market Value of the Shares on the date that the tax withholding is  determined. 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 and  if  no election  is  made by  the Participant,  the  Company   may  elect  a mandatory sale arranged by the Company pursuant to Section 3(d)(2) above as the default method of withholding. Notwithstanding the preceding provisions of this Section 3(d), if the Participant is an officer of the Company  who  is subject  to Section 16  of  the Exchange Act as designated by the Board, 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.  
		
	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 for any reason.  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 of Common Stock contemplated by Section 4.5 of the Plan, the RSUs 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.
	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.  




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	(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 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 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), 




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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 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.  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 




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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 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 Stock RSUs Award Agreement as of the date first written above. 


PARTICIPANT                    INC RESEARCH HOLDINGS, INC.




By:    /s/____________________________
Name: ______________________________
Title:    Chief Executive Officer




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




 [Signature Page – Restricted Stock Unit Award Agreement]