ex-10_411.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.4.11

    


    [EXECUTIVE
      OPTION GRANT NOTICE]

    


    


    INVENTIV
      HEALTH, INC.

    


    Notice
      of Grant
      of

    Stock
      Option

    


    Grantee:  NAME

    Grant
      Date:  DATE

    


    You
      are
      granted, effective as of the above grant date (the “Option Grant Date”), an
      option (the “Option”) to purchase # OF SHARES shares of
      common stock, $0.001 par value (the “Options Shares”), of inVentiv Health, Inc.
      (the “Corporation”), 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:  STRIKE
                PRICE per
                Option Share.

            


    

    


    
      	
              a.  

            	
              Number
                of Option
                Shares:  #
                OF
                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:

            


    

    


    [vesting
      schedule]

    


    
      	
              d.  

            	
              Vesting
                will occur only if you are employed by the Company on the vesting
                date,
                unless the Committee determines otherwise in its sole and absolute
                discretion.  Upon termination of your employment with the
                Company for any reason whatsoever, with or without cause, whether
                voluntarily or involuntarily, the portion of the Option which has
                not
                vested as of the date of such termination will be forfeited and returned
                to the Company, and 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.  Notwithstanding the
                foregoing, if you are party to a written employment agreement with
                the
                Company, vesting of the Option will be accelerated on the terms and
                to the
                extent provided therein if there occurs an event specified in such
                employment agreement as having the effect of accelerating the vesting
                of
                an award of an option to purchase Common Stock (such rights of
                acceleration being in addition to, and not in lieu of, any provision
                in
                the Plan for acceleration of vesting of options to purchase Common
                Stock
                based on the same or similar events that is, by the terms of the
                Plan,
                otherwise applicable hereto).

            


    

    


    
      	
              e.  

            	
              Any
                unexercised portion of the Option shall be cancelled and terminated
                without payment therefore 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.

            


    

    


    
      	
              2.  

            	
              Registration
                Under
                Federal and State Securities Laws: The Option may not be exercised
                and the Corporation 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 Corporation, 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
                Corporation, or if your service terminates for Cause, in which case
                the
                vested portion of the Option expires immediately.  Subject to
                earlier termination as provided in this Agreement and the Plan, the
                Option
                expires on the 10th
                anniversary of the Option Grant Date.  For purposes hereof
                "Cause" shall have the meaning assigned to such term in the written
                employment agreement between you and the Company or, if there is
                no such
                employment agreement or the term is not defined therein, shall mean
                (i)
                gross negligence or willful misconduct in the performance of your
                as an
                employee of the Company; (ii) conviction of, or the entry of a plea
                of guilty or nolo contendere with respect to, any felony involving
                fraud
                or moral turpitude; (iii) the occurrence of any act or omission by
                you involving fraud, dishonesty or embezzlement; or (iv) a material
                violation of Company policy by you.

            


    

    


    
      	
              5.  

            	
              Tax
                Withholding.  It is a condition to the award of the
                Option that you make arrangements satisfactory to the Corporation
                to
                satisfy all tax withholding amounts and other required deductions
                with
                respect to the Option and the Option Shares.  You will be
                permitted to satisfy these obligations by (i) making a cash payment
                to the
                Corporation or (ii) directing the Corporation to sell vested Option
                Shares
                as to which the Option has been exercised in an amount sufficient
                to
                generate net proceeds equal to or exceeding the amount of such
                obligations.  If you do not satisfy such obligations as and when
                the same become due, the Corporation will have the right to withhold
                a
                number of vested Option Shares as to which the Option has been exercised
                having a value, determined in the sole discretion of the Corporation,
                equal to the amount of the unsatisfied obligations and you will have
                no
                further interest in the withheld Option Shares or any proceeds thereof
                and
                will have no right to be compensated
                therefore.

            


    

    


    
      	
              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 Corporation,
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
                Corporation
                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.

    By:  ___________________________________ 

    Name: 

    Title: