ex-10_410.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.4.10

    


    [EXECUTIVE
      RESTRICTED STOCK GRANT NOTICE]

    


    


    


    INVENTIV
      HEALTH, INC.

    


    Notice
      of Grant
      of

    Shares
      of Restricted Common
      Stock

    


    Grantee:  NAME

    Number
      of
      Shares:  # OF
      SHARES

    Grant
      Date:  DATE

    


    The
      Grantee named above has been
      awarded # OF
      SHARES restricted shares (the “Restricted
      Stock”) of
      the common stock, par value $.001 per share, of inVentiv Health, Inc. (the
      "Company").  This
      Notice of Grant outlines certain terms and conditions of the
      award.  The Restricted Stock is granted under and will be governed by
      terms of the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the “Plan”).  Capitalized
      terms used and not otherwise defined herein have the meanings assigned to them
      in the Plan.

    


    1.
Rights
      as
      Stockholder. Subject to the terms of the award, from and after the Grant
      Date, the Grantee will have all of the rights of a stockholder with respect
      to
      the Restricted Stock, including the right to vote shares of Restricted Stock
      and, subject to Section 7.3 of the Plan, the right to participate in all
      dividends and distributions with respect to the Company’s Common Stock;
      provided, however, that any additional shares of common stock or other
      securities that the Grantee may become entitled to receive pursuant to a stock
      dividend, stock split, combination of shares, recapitalization, merger,
      consolidation, separation or reorganization or any other change in the capital
      structure of the Company will be subject to the same restrictions as the shares
      of Restricted Stock included in the award.

    


    2.
Restrictions;
      Delivery.  (a)  Until the Restricted Stock granted
      hereunder vests in accordance with Section 3 hereof, one or more stock
      certificates representing the unvested portion of the Restricted Stock will
      be
      issued in the Grantee'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.  Alternatively, the unvested portion of the Restricted Stock
      may be reflected in an electronic account.  The Grantee will not be
      permitted to sell, transfer, assign, give, place in trust or otherwise dispose
      of or pledge, grant a security interest in or otherwise encumber unvested shares
      of Restricted Stock, other than by
      will or the laws of descent and distribution, and any such attempted
      disposition or encumbrance will be void and unenforceable against the Company,
      provided that the Grantee may
      assign or transfer unvested shares of Restricted Stock with the consent of
      the
      Committee to (a) the Grantee’s 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 the Grantee 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 Company evidencing such
      obligations; and provided further that such Grantee shall remain bound by the
      terms and conditions of the Plan.  Subject to applicable law,
      the Grantee 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.

    


    (b)  Subject
      to the
      provisions of this award, upon the vesting of any shares of Restricted Stock,
      the Company will deliver to the Grantee a certificate or certificates for the
      number of shares of Restricted Stock which have so
      vested.  Alternatively, the Company may elect to deliver vested shares
      of Restricted Stock electronically, and if it does so, Grantee must establish
      an
      account with a brokerage firm selected by the Company as a condition to
      receiving such shares.

    


    


    


    


    3.
Vesting
      of Restricted
      Stock.  (a)  The Restricted Stock will vest (and
      become non-forfeitable) as follows:

    


    [vesting
      schedule]

    


    (b)           
      Vesting will occur only if the Grantee is employed by the Company on the vesting
      date, unless the Committee determines otherwise in its sole and absolute
      discretion. Upon termination of the Grantee's employment with the Company for
      any reason whatsoever, with or without cause, whether voluntarily or
      involuntarily, all shares of Restricted Stock which have not vested as of the
      date of such termination will be forfeited and returned to the Company, and
      all
      rights of the Grantee or the Grantee’s heirs in and to such shares will
      terminate, unless the Committee determines otherwise in its sole and absolute
      discretion.  Notwithstanding the foregoing, if the Grantee is party to
      a written employment agreement with the Company, vesting of the Restricted
      Stock
      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 restricted shares of 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 restricted shares of Common Stock
      based on the same or similar events that is, by the terms of the Plan, otherwise
      applicable hereto).

    


    4.  Tax
      Withholding.  It is a condition to the award of the Restricted
      Stock to the Grantee that the Grantee make arrangements satisfactory to the
      Company to satisfy all tax withholding amounts and other required deductions
      with respect to the Restricted Stock.  The Grantee 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 Grantee does not satisfy such obligations as and
      when the same become due, the Company will have the right 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
      Grantee will have no further interest in the withheld shares or any proceeds
      thereof and will have no right to be compensated therefore.

    


    5.
Regulatory
      Compliance.  The issuance and delivery of any 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 will not be obligated to deliver any vested shares
      of Restricted Stock to the Grantee if the Company believes that such delivery
      would constitute a violation of any applicable law or regulation.

    


    6.
Representations
      and
      Warranties.  The Grantee is prohibited from selling vested
      shares of Restricted Stock other than 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) if a registration statement
      covering the Restricted Stock is not effective at the time of issuance, 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,
      provided that the Company will not require opinions of counsel for transfers
      of
      shares of Restricted Stock made pursuant to

    Rule
      144
      if the Company is provided with any certificates or other evidence of compliance
      with Rule 144 reasonably required by it in connection with such transfer
      (including a copy of the relevant Form 144).

    


    7.
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 NOTICE, DATED AS OF (DATE), WHICH PROVIDES,
      AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND ENCUMBRANCE
      OF
      SUCH SHARES. A COPY OF SUCH NOTICE 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;

    


    8.
Miscellaneous.

    


    (a)
Construction.
      This
      award 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 Grantee.

    


    (b)
Dilution.
      Nothing in
      this award will restrict or limit in any way the right of the Board of Directors
      of the Company 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)
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.

    


    (d)  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.

    


           
      INVENTIV HEALTH, INC.

    
      By:  ___________________________________ 

      Name: 

      Title: