exersanotice.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                        Exhibit
10.1

    


    INVENTIV
HEALTH, INC.

    


    Notice of Grant
of

    Shares of Restricted Common
Stock

    


    Grantee:  [                                ]

    Number of
Shares:
[                                                      ]

    Grant
Date:  [                                           ]

    


    The Grantee named above has been
awarded
[                                                                                                ]
restricted shares (the “Restricted Stock”) of
the common stock, par value $.001 per share (the “Common Stock”), 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:

    


    
      	
              ·  

            	
              25%
      of the shares of Restricted Stock will vest on the first anniversary of
      the Grant Date;

            


    

    


    
      	
              ·  

            	
              25%
      of the shares of Restricted Stock will vest on the second anniversary of
      the Grant Date;

            


    

    


    
      	
              ·  

            	
              25%
      of the shares of Restricted Stock will vest on the third anniversary of
      the Grant Date; and

            


    

    


    
      	
              ·  

            	
              25%
      of the shares of Restricted Stock will vest on the fourth anniversary of
      the Grant Date.

            


    

    


    (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, (ii)
directing the Company to withhold vested shares of Restricted 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) 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).

    


    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 [], 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	 
	 	 	 	 
	
                Date

              	
                By:
      

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