**Exhibit
10.4.3**
 
 **[FORM
OF RESTRICTED STOCK AWARD AGREEMENT]**
 
 **VENTIV
HEALTH, INC.**
 
 **RESTRICTED
STOCK AWARD AGREEMENT**
 
 
 THIS
AGREEMENT, dated _____________________, is made between Ventiv 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 ofX,XXXshares of common stock, par value $.001 per share, of the Company (the
      "Restricted Stock"). 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. The Restricted Shares are granted under the
      Ventiv Health, Inc. 1999 Stock 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.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, 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; (ii) the stock certificate or certificates representing the
      Restricted Stock shall bear the legends provided for in Sections 8(a) and
      8(b) below; (iii) the Executive will not sell, transfer, assign, give,
      place in trust, or otherwise dispose of or pledge, grant a security
      interest in, or otherwise encumber the Restricted Stock or any economic
      interest therein, whether or not vested, until (anniversary of grant date) and any such attempted disposition or
      encumbrance shall be void and unenforceable against the Company; and (iv)
      upon termination of the Executive's employment with the Company for any
      reason whatsoever, with or without cause, whether voluntarily or
      involuntarily, all shares of Restricted Stock which had not vested as of
      the date of such termination 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 Board of Directors of the
      Company (the "Board") determines otherwise in its sole and absolute
      discretion.3.
    Vesting
      of Restricted Stock.
      The Restricted Stock will vest as follows:
 
 ·
    XX%
      of such shares of Restricted Stock shall vest on_(anniversary
      of grant date);
      and 
 ·
    XX%
      of such shares of Restricted Stock shall vest on_(anniversary
      of grant date).  
 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 legends provided for in Sections 8(a) and 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.
    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.6.
    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.7.
    Withholding.The
      Executive acknowledges that the Company will have certain withholding
      obligations upon the issuance to the Executive of shares of Restricted
      Stock. It shall be a condition to the issuance to the Executive of the
      shares of Restricted Stock that the Executive pay to the Company such
      amounts as it is required to withhold or, with the consent of the Company,
      otherwise provide for the discharge of the Company's withholding
      obligations. If any such payment is not made by the Executive, the Company
      may deduct the amounts necessary to satisfy the Company's withholding
      obligations, plus interest thereon, from payments of any kind to which the
      Executive would otherwise be entitled. Notwithstanding the foregoing, if
      the Executive is an “executive officer” within the meaning of Section 402
      of the Sarbanes-Oxley Act of 2002, the Company reserves the right to
      require shares of Restricted Stock that would otherwise vest pursuant to
      this Agreement to instead be forfeited and canceled if the Executive has
      not paid or (to the extent permitted above) otherwise provided for the
      discharge of the Company’s withholding obligations on or prior to the date
      such withholding obligations are required to be satisfied by the
      Company.8.
    Legends.  (a)
      Prior to (last anniversary of grant date), each certificate representing
      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 (GRANT DATE), 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.
    No Right to Continued Employment.This
      Agreement does not confer upon the Executive any right to continued
      employment by the Company or any of its subsidiaries or affiliated
      companies, nor shall it interfere in any way with the right of the
      Executive's employer to terminate the Executive's employment at any time
      for any reason or no reason.10.
    Miscellaneous(a)Construction.
      This Agreement will be construed by and administered under the supervision
      of the Board, and all determinations of the Board 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 Ventiv 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.
 
  IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
 
 VENTIV
HEALTH, INC.
 
 
 
 
 By:
___________________________________
 Name:
 Title:
 
 
 
 
 ____________________________________
 Executive