ex-10_412.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.4.12

    


    [EXECUTIVE/CHAIRMAN
      RESTRICTED STOCK GRANT NOTICE]

    


    INVENTIV
      HEALTH,
      INC.

    


    RESTRICTED
      STOCK AWARD
      AGREEMENT

    


    THIS
      AGREEMENT, dated as
      of                                                                                     
is made between inVentiv Health, Inc., a Delaware corporation (the "Company"),
      and (the "Executive").

    


    1.
Restricted
      Stock Award.
Subject to the terms and conditions set forth in this Agreement, the
      Company hereby grants to the Executive, as of the date hereof (the "Grant
      Date"), an award of  shares of common stock, par value $.001 per
      share, of the Company (the "Restricted Stock"). The Restricted Shares are
      granted under the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the
      "Plan") and shall be governed by terms of the Plan, the terms of which are
      incorporated by reference into this Restricted Stock Award
      Agreement.  Subject to the terms of this Agreement, the Executive
      shall be entitled to exercise and enjoy all rights and entitlements, and will
      be
      subject to all obligations and restrictions, of ownership of the Restricted
      Stock as set forth in the Company's Certificate of Incorporation, as amended,
      including without limitation the right, subject to Section 7.3 of the Plan,
      to
      participate in all dividends and distributions with respect to the Company’s
      Common Stock.

    


    2.
Restrictions.
      The
      following restrictions shall apply to each share of Restricted Stock: (i) until
      such Restricted Stock vests in accordance with Section 3 hereof, either (a)
      one
      or more stock certificates representing the Restricted Stock will be issued
      in
      the Executive's name, but will be held in custody by the Company or an escrow
      agent (which may be a brokerage firm) appointed by the Company or (b) the
      Restricted Stock will be reflected in an electronic account, and the Executive
      will not sell, assign, transfer or
      otherwise encumber any such unvested shares of Restricted Stock, 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 the Executive
      may
      assign or transfer unvested shares of Restricted Stock with the consent of
      the
      Committee to (I)
      the Executive’s spouse, children or
      grandchildren (including any adopted and step children or grandchildren),
      (II)
      to a trust or partnership for the
      benefit of one or more of the Executive or the persons referred to in
      clause
      (I), or (III)
      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 such Executive shall remain bound by the terms and conditions of the
      Plan; (ii) the stock certificate or certificates representing the
      Restricted Stock shall initially bear the legends provided for in Sections
      8(a)
      and 8(b) below; (iii) except as provided in Section 3(b), at such time as the
      Executive's is no longer providing services to the Company, whether voluntarily
      or involuntarily, all shares of Restricted Stock which had not vested as of
      the
      date of such termination of services will be forfeited and returned to the
      Company, and all rights of the Executive or the Executive's heirs in and to
      such
      shares will terminate, unless the Committee determines otherwise in its sole
      and
      absolute discretion.  The Executive shall be deemed no longer to be
      providing services to the Company only if he is neither an employee nor a member
      of the Board of Directors of the Company, provided that, without limitation
      of
      the preceding sentence, the Committee shall have the discretion to determine
      that "services" shall continue thereafter if the Executive is providing services
      as an independent contractor to the Company.  Subject to applicable
      law, the Executive may sell, transfer, assign, give, place in trust, or
      otherwise dispose of or pledge, grant a security interest in, or otherwise
      encumber vested shares of Restricted Stock.

    


    3.
      Vesting of Restricted Stock.  (a)  The Restricted Stock will
      vest as follows:

    


    [vesting
      schedule]

    


    (b)  All
      unvested shares of
      Restricted Stock will immediately become vested upon the occurrence of an event
      specified in the employment agreement between the Company and the Executive
      as
      having the effect of accelerating the vesting of an award of restricted shares
      of Common Stock of the Company, to the extent and upon the terms and conditions
      set forth in such agreement.  Such rights of acceleration are in
      addition to, and not in lieu of, any provision in the Plan for acceleration
      of
      vesting of restricted shares of Common Stock based on the same or similar events
      that is, by the terms of the Plan, otherwise applicable hereto.

    


    4.
Effect
      of Vesting.
      Subject to the provisions of this Agreement, upon the vesting of any shares
      of
      Restricted Stock, the Company will deliver to the Executive a certificate or
      certificates for the number of shares of Restricted Stock which had so vested,
      endorsed with the legend provided for in Section 8(b).  Alternatively,
      the Company may elect to deliver vested shares of Restricted Stock
      electronically, and if it does so, the Executive agrees to establish an account
      with a brokerage firm selected by the Company for the purpose of receiving
      such
      shares.

    


    5.  Tax
      Withholding.  It is a condition to the award of the Restricted
      Stock to the Executive that the Executive make arrangements satisfactory to
      the
      Company to satisfy all tax withholding amounts and other required deductions
      with respect to the Restricted Stock.  The Executive will be permitted
      to satisfy these obligations by (i) making a cash payment to the Company or
      (ii)
      directing the Company to sell vested shares of Restricted Stock in an amount
      sufficient to generate net proceeds equal to or exceeding the amount of such
      obligations.  If the Executive does not satisfy such obligations as
      and when the same become due, the Company will be entitled to withhold a number
      of shares of Restricted Stock having a value, determined in the sole discretion
      of the Company, equal to the amount of the unsatisfied obligations and the
      Executive will have no further interest in the withheld shares or any proceeds
      thereof and will have no right to be compensated therefor.

    


    6.  Regulatory
      Compliance.
The issuance and delivery of any stock certificates representing vested
      shares of Restricted Stock may be postponed by the Company for such period
      as
      may be required to comply with any applicable requirements under the federal
      securities laws or under any other law or regulation applicable to the issuance
      or delivery of such shares. The Company shall not be obligated to deliver any
      vested shares of Restricted Stock to the Executive if the Company believes
      that
      such delivery would constitute a violation of any applicable law or
      regulation.

    


    7.
Representations
      and
      Warranties. The Executive hereby represents and warrants that the
      Restricted Stock awarded pursuant to this Agreement is being acquired for the
      Executive's own account, for investment purposes and not with a view to
      distribution thereof. The Executive acknowledges and agrees that any sale or
      distribution of shares of Restricted Stock that have become vested may be made
      only pursuant to either (i) a registration statement on an appropriate form
      under the Securities Act of 1933, as amended (the "Securities Act"), which
      registration statement has become effective and is current with regard to the
      shares being sold, or (ii) a specific exemption from the registration
      requirements of the Securities Act that is confirmed in a favorable written
      opinion of counsel, in form and substance satisfactory to counsel for the
      Company, prior to any such sale or distribution. The Executive hereby consents
      to such action as the Board or the Company deems necessary or appropriate from
      time to time to prevent a violation of, or to perfect an exemption from, the
      registration requirements of the Securities Act or to implement the provisions
      of this Agreement, including but not limited to placing restrictive legends
      on
      certificates evidencing shares of Restricted Stock (whether or not vested)
      and
      delivering stop transfer instructions to the Company's stock transfer
      agent.

    


    8.
Legends.
(a)
      Each
      certificate representing any unvested shares of Restricted Stock shall be
      endorsed with a legend in substantially the following form:

    


    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTED
      STOCK AWARD AGREEMENT, DATED AS OF, WHICH PROVIDES, AMONG OTHER THINGS, FOR
      CERTAIN RESTRICTIONS ON THE TRANSFER AND ENCUMBRANCE OF SUCH SHARES. A COPY
      OF
      SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY"

    


    (b)
      In
      addition to the legend set forth in paragraph (a) and above, until registered
      under the Securities Act, each certificate representing shares of Restricted
      Stock shall be endorsed with a legend in substantially the following
      form:

    


    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH
      SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE
      AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH
      TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
      THEREUNDER"

    


    9.
Miscellaneous

    


    (a)
Construction.
      This
      Agreement will be construed by and administered under the supervision of the
      Committee, and all determinations of the Committee will be final and binding
      on
      the Executive.

    


    (b)
Dilution.
      Nothing in
      this Agreement will restrict or limit in any way the right of the Board to
      issue
      or sell stock of the Company (or securities convertible into stock of the
      Company) on such terms and conditions as it deems to be in the best interests
      of
      the Company, including, without limitation, stock and securities issued or
      sold
      in connection with mergers and acquisitions, stock and securities issued or
      sold
      in connection with investments in the Company, stock issued or sold in
      connection with any stock option or similar plan, and stock issued or
      contributed to any qualified stock bonus or employee stock ownership
      plan.

    


    (c)
Notices.
      Any notice
      hereunder shall be in writing and personally delivered or sent by registered
      or
      certified mail, return receipt requested, and addressed to the Company at
      inVentiv Health, Inc., 200 Cottontail Lane, Vantage Court North, Somerset,
      New
      Jersey 08873, Attention: Chief Financial Officer, or to the Executive at 200
      Cottontail Lane, Vantage Court North, Somerset, New Jersey 08873, subject to
      the
      right of any party hereto to designate at any time hereafter in writing some
      other address.

    


    (d)
Counterparts.
      This
      Agreement may be executed in counterparts each of which taken together shall
      constitute one and the same instrument.

    


    (e)
Governing
      Law. This
      Agreement, which constitutes the entire agreement of the parties with respect
      to
      the grant to the Executive of the Restricted Stock, shall be governed by, and
      construed and enforced in accordance with, the laws of the State of New York,
      without regard to principles thereof regarding conflict of laws.

    


    (f)
Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of this Agreement.

    


    (g)
Amendment
      and Waiver.
      The provisions of this Agreement may be amended and waived only with the prior
      written consent of the Company and the Executive.

    


    (h)  Forfeiture
      of Restricted
      Stock. The Restricted Stock is subject to forfeiture upon a determination
      by the Committee that the Executive has engaged in any of the conduct described
      in the first sentence of Section 13.5 of the Plan and that the Restricted Stock
      should be forfeited as a consequence.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

    


    INVENTIV
      HEALTH, INC.

    


    


    


    


    By:  ___________________________________

          Name:

          Title: