execoption.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                            Exhibit
10.2

    INVENTIV
HEALTH, INC.

    


    Notice of Grant
of

    Stock
Option

    


    Grantee:
[                                ]

    Grant
Date:  [                                           ]

    


    You are
granted, effective as of the above grant date (the “Option Grant Date”), an
option (the “Option”) to purchase [] shares (the “Options Shares”) of common
stock, $0.001 par value (the “Common Stock”), 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.

    


    Shares
issuable upon exercise of the Option in accordance with the terms hereof will be
delivered electronically, and you are required to establish an account with a
brokerage firm selected by the Company as a condition to such
exercise.

    


    
      	
              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:

            


    

    


    
      	
              ·  

            	
               the
      Option shall vest with respect to 25% of the Option Shares on the first
      anniversary of the Option Grant
Date;

            


    

    


    
      	
              ·  

            	
              the
      Option shall vest with respect to 25% of the Option Shares on the second
      anniversary of the Option Grant
Date;

            


    

    


    
      	
              ·  

            	
              the
      Option shall vest with respect to 25% of the Option Shares on the third
      anniversary of the Option Grant Date;
and

            


    

    


    
      	
              ·  

            	
              the
      Option shall vest with respect to 25% of the Option Shares on the fourth
      anniversary of the Option Grant
Date.

            


    

    


    
      	
              d.  

            	
              Vesting
      will occur only if you are employed by the Company on the vesting date,
      unless the Committee determines otherwise in its sole and absolute
      discretion.  Upon termination of your employment with the
      Company for any reason whatsoever, with or without cause, whether
      voluntarily or involuntarily, the portion of the Option which has not
      vested as of the date of such termination will be forfeited and returned
      to the Company, and rights of you or your heirs in and to such portion of
      the Option will terminate, unless the Committee determines otherwise in
      its sole and absolute discretion.  Notwithstanding the
      foregoing, if you are party to a written employment agreement with the
      Company, vesting of the Option 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 an option to purchase 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 options to purchase Common Stock
      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 therefore 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 three months after
      termination of service to the Corporation, except if your service
      terminates by reason of death or disability, in which case the vested
      portion of the Option expires one year after termination of service to the
      Corporation, or if your service terminates for Cause, in which case the
      vested portion of the Option expires immediately.  Subject to
      earlier termination as provided in this Agreement and the Plan, the Option
      expires on the 10th
      anniversary of the Option Grant Date.  For purposes hereof
      "Cause" shall have the meaning assigned to such term in the written
      employment agreement between you and the Company or, if there is no such
      employment agreement or the term is not defined therein, shall be
      determined by the Committee.

            


    

    


    
      	
              5.  

            	
              Tax Withholding;
      Payment of Exercise Price.  (a)  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, (ii) directing the Company
      to cancel a portion of this Option determined as
  follows:

            


    

    


    X =
Y/(A-B)

    


    where

    


    X = the
number of vested Option Shares with respect to which this Option is to be
cancelled;

    Y = the
amount of such obligations;

    A = the
closing price of the Common Stock on the date the obligation is due;
and

    B = the
per share exercise price specified in paragraph 1

    


    or (iii)
delivering to the Company other shares of unrestricted Common Stock having a
value (based on the closing price of the Common Stock on the applicable vesting
date) equal to the amount of such obligations (rounded up to the nearest whole
share).

    


    (b)  The
exercise price applicable to this Option may be satisfied upon exercise by (i)
making a cash payment to the Corporation, (ii) directing the Company to cancel a
portion of this Option determined as follows:

    


    X =
Y/(A-B)

    


    where

    


    X = the
number of vested Option Shares with respect to which this Option is to be
cancelled;

    Y = the
aggregate exercise price to be paid for the number of vested Option Shares with
respect to which this Option is exercised;

    A = the
closing price of the Common Stock on the date of exercise; and

    B = the
per share exercise price specified in paragraph 1

    


    or (iii)
delivering to the Company other shares of unrestricted Common Stock having a
value (based on the closing price of the Common Stock on the date of exercise)
equal to the amount of such aggregate exercise price (rounded up to the nearest
whole share).

    


    
      	
              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.

            


    

    


    
      	
              7.  

            	
              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.

            


    

    


    
      	 	inVentiv Health,
      Inc.	 
	 	 	 	 
	
              Date

            	
              By:
      

            	/s/ 	 
	 	 	Name 	 
	 	 	Title