Form Of Director Stock Option Agreement





Exhibit
10.4.2




[FORM
OF DIRECTOR OPTION AGREEMENT]







[date]







[name and
address of optionee]




Dear
[  ]:




You are
granted, effective as of   ,
20  (the
“Option Grant Date”), options (the “Options”) to purchase shares of common
stock, $0.001 par value (the “Options Shares”), of Ventiv Health, Inc. (the
“Corporation”), pursuant to the Ventiv Health, Inc. 1999 Stock Incentive Plan
(the “Plan”). The Options are subject to the terms and conditions set forth
below and in the Plan, and made a part of this Stock Option Agreement (the
“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 options will become
      vested in accordance with the following schedule provided that you are
      still a member of the Board of Directors of the Corporation on
      the applicable vesting date.




         



	
      Date
	
      Number
      of Shares

	 	 
	 	 
	 	 
	 	 



 

If the
Corporation is acquired, whether through merger, sale of substantially all of
its assets or otherwise, all unvested options shall vest and become exercisable
immediately prior to the acquisition of the Corporation. Without limiting the
foregoing, the acquisition by any person or group of the majority of the voting
equity securities of the Corporation shall constitute an “acquisition” of the
Corporation. Except as otherwise provided herein, vesting of options ceases upon
the date (the “Termination Date”) that you are no longer a member of the Board
of Directors of the Corporation (the “Board). Notwithstanding the foregoing, all
such Options shall become fully vested and exercisable in the event of your
death or disability while you are a member of the Board of Directors of the
Corporation.

 

 


	
       2. 

       

       
	Registration Under Federal and State
      Securities Laws:
      The Options may not be exercised and the Corporation is not required to
      deliver the Option Shares deliverable upon any such exercise unless such
      Option Shares have been registered under Federal and applicable state
      securities laws, or the delivery of such Option Shares is then exempt from
      such registration requirements.
	 	 
	
       3.

       
	Forfeiture of Options:
      The Options are subject to forfeiture in accordance with Section 7.1(i) of
      the Plan.

	 	 
	
       4. 

       

       
	Expiration Date:
      The Options expire three months after the Termination Date, except if the
      Optionee is no longer a member of the Board of Directors of the
      Corporation by reason of death or Disability, in which case the vested
      portion of the Options expire one year after the Termination Date. Subject
      to earlier termination as provided in this Agreement and the Plan, the
      Options expire on [ten years from grant date], unless earlier
      exercised.



    




Please
acknowledge your acceptance of this Ventiv 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 Stock Option
Agreement for your records. Vested options are not exercisable without a signed
Agreement and Insider Trading Policy Acknowledgement on file.




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










_______________________________________________

John
Emery

Chief
Financial Officer, Ventiv Health, Inc.




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







________________________________________________  ___________________

[name]          Date