Executive Officer Stock Option Agreement


Exhibit
10.4.1




[FORM
OF EXECUTIVE OFFICER 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 option will become vested in accordance with the
following schedule:




 


	
      Date
	
      Number
      of Shares

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 









[For
executive officers who are Board members: 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 employed by the Corporation or 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.]




[For
other executive officers: Notwithstanding the foregoing, the options shall
immediately vest in the event that your employment with the Corporation is
terminated by the Corporation or its successors or assigns “Without Cause” (as
defined in the Employment Agreement between you and the Corporation) upon or
before six (6) months following a “Change of Control” as defined in the
Employment Agreement) 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 termination of employment, except if
      the Optionee terminates employment by reason of death or Disability, in
      which case
      the Options expire one year after termination of employment Subject to
      earlier termination as provided in this Agreement and the Plan, the
      Options expire on [ten years from grant date].




 

Please
acknowledge your acceptance of this Ventiv Health, Inc. nonqualified Stock
Option Agreement by signing in the space below. Return the original signed
Agreement to the Stock Option Plan Administrator and retain the copy of the
Stock Option Agreement for your records. Vested options are not exercisable
without a signed Stock Option Agreement on file.




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













______________________________________________ _________________

[name]        Date