ex-10_413.htm


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        10.4.13

      


      [EXECUTIVE/CHAIRMAN
        OPTION GRANT NOTICE]

      


      ,
        20           


      


      [name
        and
        address]

      


      Dear
        [       ]:

      


      You
        are
        granted, effective as
        of                                                                           
, 20  (the
“Option
        Grant Date”), an option (the “Option”) to purchase 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.

      


      
        	
                1.  

              	
                Exercise
                  Price:  $ 
                  per
                  Option Share.

              


      

      


      
        	
                a.  

              	
                Number
                  of Option
                  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.  

              	
                The
                  Option shall immediately vest with respect to all Option Shares
                  upon the
                  occurrence of an event specified in the employment agreement in
                  effect
                  between you and the Corporation (the "Employment Agreement") and
                  you as
                  having the effect of accelerating the vesting of options, to the
                  extent
                  and upon the terms and conditions set forth in the Employment
                  Agreement.  Such rights of acceleration are in addition to, and
                  not in lieu of, any provision in the Plan for acceleration of vesting
                  of
                  options 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 therefor 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 (i) on the later
                  of
                  three months after termination of service to the Corporation and
                  two years
                  after termination of your employment with the Corporation if (a)
                  your
                  service as an employee is terminated by the Corporation without
                  Cause or
                  by you for Good Reason prior to a Change in Control or (b) a Change
                  in
                  Control preceded your termination of employment, regardless of
                  the reason
                  therefor (unless your service as an employee is terminated by the
                  Corporation for Cause, in which case clause (iii) will apply),
                  (ii) on the
                  later of one year after termination of service to the Corporation
                  and two
                  years after termination of your employment with the Corporation
                  if your
                  employment terminates by reason of death or disability, (iii) immediately
                  if your employment terminates for Cause or (iv) otherwise, three
                  months
                  after termination of service to the Corporation.  Except as
                  provided in Section 1.d., the portion of the Option that has not
                  vested as
                  of the date of termination of your provision of services to the
                  Corporation will be forfeited and returned to the Corporation,
                  and all
                  rights of you or your heirs in and to such portion of the Option
                  will
                  terminate, unless the Compensation Committee of the Board of Directors
                  of
                  the Corporation (the "Committee") determines otherwise in its sole
                  and
                  absolute discretion.  Subject to earlier termination as provided
                  in this Agreement and the Plan, the Option expires on [tenth anniversary
                  of the grant date].  Capitalized terms (including the term
                  "Change in Control") used in this paragraph and not otherwise defined
                  herein shall have the meanings assigned to them in the Employment
                  Agreement.

              


      

      


      For
        purposes hereof, "service" will be deemed to have terminated only upon
        termination of both your employment with and provision of services as a director
        of the Corporation for any reason whatsoever, with or without cause, whether
        voluntarily or involuntarily, provided that, without limitation of the second
        sentence of the preceding paragraph, the Committee shall have the discretion
        to
        determine that "service" shall continue thereafter if you are providing services
        as an independent contractor to the Corporation.

      


      
        	
                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
                  therefor.

              


      

      


      
        	
                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.

              


      

      


      Please
        acknowledge your acceptance of this inVentiv Health, Inc. nonqualified Stock
        Option Agreement by signing in the space below.  Return the original
        signed Agreement in the envelope provided and retain the copy of the Agreement
        for your records.

      


      The
        Corporation by its duly authorized officer agrees to the terms and conditions
        of
        this Agreement and of the Plan.

      


      


      


      
        	 	 	 
	
                Name:

                Title:

              	 	 
	
                
                

                
                

                The
                  undersigned accepts the Option subject to the terms and conditions
                  of the
                  Plan and this Agreement.