EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 11th day of June, 2008 (the “Effective Date”) by inVentiv Health, Inc., a Delaware corporation with its principal place of business at 200 Cottontail Lane, Somerset, New Jersey 08873 (the “Company”), and Eran Broshy, residing at 88 Central Park West, Apartment 1W, New York, NY 10023 (the “Executive”).

WHEREAS , the parties wish to set forth the terms and conditions upon which the Company will employ Executive;

NOW , THEREFORE , in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

Section 1.   Position; Title; Duties .  Executive shall serve as Executive Chairman of the Board of the Company and shall perform services consistent with that position and as may be reasonably assigned to him from the Board of Directors of the Company (the “Board”).

Section 2.   Extent of Services .   Executive agrees to devote such portion of his business time and attention to the performance of his duties under this Agreement as is consistent with the requirements of his position or reasonably requested by the Board of Directors.  He shall perform his duties to the best of his ability and shall use his best efforts to further the interests of the Company.  Executive shall perform his duties in the Company’s New York City and New Jersey metropolitan area offices and will be required to travel as necessary to perform the services required of him under this Agreement.  It is understood that Executive will maintain his principal residence in New York City and it is anticipated that his principal place of business will be in the New York – New Jersey metropolitan area.

Section 3.   Compensation .  (a)  The Company shall pay Executive an annual base salary of $300,000, subject to annual review by the Board (it being understood that any determination the Board is required or entitled to make hereunder, other than a determination pursuant to Section 1 or 7(c), may be made by the Compensation Committee of the Board), which may increase, but not decrease the amount thereof (the “Base Salary”).  The Base Salary shall be payable in installments in accordance with the Company’s ordinary payroll practices, minus such deductions as may be required by law or reasonably requested by Executive.

(b)  Executive shall be eligible to receive option grants for the purchase of shares of the common stock of the Company (“Options”) at the discretion of the Board; provided that no Option shall have an exercise price less than the fair market value of the common stock of the Company on the date of grant.  Under the circumstances provided in Sections 7 through 9, all Options held by Executive shall become fully vested.

(c)  Executive shall be eligible to receive grants of restricted shares of the common stock of the Company (“Restricted Shares”) at the discretion of the Board.  Under the circumstances provided in Sections 7 through 9, all restricted shares held by Executive shall become fully vested.

Section 4.   Term of Employment .  Executive is an employee “at will” and subject to the provisions of Sections 7 through 9 hereof, Executive’s employment with the Company may be terminated by the Company or by Executive at any time for any reason.

Section 5.   Fringe Benefits .  (a)   Benefits .  Executive shall be entitled to all benefits generally available to senior executives of the Company.

(b)    Vacation .  Executive shall be entitled to five (5) weeks of vacation during each year of employment.  Executive shall be entitled to sick leave and holidays in accordance with the policy of the Company applicable to its senior executives.

(c)    Car Allowance .  Executive shall be entitled to monthly car allowance $833.00, paid as taxable wages.  The allowance will end effective with Executive’s termination.

(d)            Life Insurance .  The Company shall maintain for the benefit of Executive during the term of his employment a minimum of $2.5 million in term life insurance.

Section 6.   Reimbursement of Business Expenses .  The Company shall reimburse Executive in accordance with Company’s policies for all reasonable out-of-pocket costs incurred or paid by Executive in connection with or related to, the performance of his duties, responsibilities or services under this Agreement, upon presentation by Executive of documentation, expense statements, vouchers, and/or such other supporting information as the Company may reasonably request.

Section 7.   Termination of Employment Prior to a Change in Control .

(a)   Accrued Amounts .  In the event of the termination of Executive’s employment for any reason, Executive shall be entitled to (A) unpaid Base Salary through the date of termination; (B) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy and (C) any expenses owed to Executive ((A), (B) and (C) collectively, the “Accrued Amounts”). Except as provided in Section 7(b), Executive shall have no further right or entitlement under this Agreement upon a termination of Executive’s employment within the scope of this Section 7.

(b)   Termination Without Cause; For Good Reason . The Company may terminate Executive’s employment without Cause (other than by reason of Disability) and Executive may terminate his employment for Good Reason, in each case upon thirty (30) days prior written notice (which, in the case of a termination of employment by Executive for Good Reason, shall be given within ninety (90) days of the event or circumstance constituting Good Reason).  In the event that the Company terminates Executive’s employment without Cause (other than by reason of Disability) or Executive terminates his employment for Good Reason, in either case prior to a Change in Control, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company:

(i)           the Accrued Amounts;

(ii)           a lump sum cash severance payment, payable, subject to Section 20, within 10 business days of termination, equal to two times the Executive’s highest Base Salary  (subsequent to the Effective Date) as of the date of termination;

(iii)           continued coverage for a period of eighteen months commencing on the date of termination under any Company life insurance plan in which Executive was participating immediately prior to the date of termination;

(iv)           the health insurance benefits described below; and

(v)           full vesting of all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive, which Options and Stock Appreciation Rights shall remain exercisable for the period determined in accordance with Section 18.

If and to the extent the Company is not permitted under the terms of any applicable plan or policy or applicable law to provide the benefits described in clause (iii) above or Section 8(a)(iii) or 9(b)(iii) below, or if the provisions of such benefits would cause any applicable plan to be deemed to be discriminating in favor of highly compensated employees under the Employee Retirement Income Security Act of 1974, as amended, the Company shall either (x) provide equivalent benefits on an individual basis at no additional after-tax cost to Executive (which may be accomplished by making payments to Executive sufficient to pay, on an after-tax basis, the applicable portion of the premium cost under the insurance policy(ies) maintained pursuant to Section 5(d) for the applicable period following termination of Executive's employment with the Company) or (y) pay to Executive an amount sufficient to permit Executive to purchase equivalent benefits at no additional after-tax cost to Executive.

(c)   Definition of “Cause” .  For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties hereunder or refusal or failure to follow the lawful directives of the Board, in either case which is not remedied within 15 days  after receipt of written notice from the Company specifying such failure; (ii) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder resulting in material harm to the Company; (iii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a misdemeanor involving moral turpitude; (iv) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (v) Executive’s willful material breach of any material provision of this Agreement (as determined in good faith by the Board) which is not remedied within 15 days after receipt of written notice from the Company specifying such breach, provided that Executive shall be given the opportunity to appear before the Board prior to the time such termination would otherwise become effective.  For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(d)   Definition of “Good Reason” .  For purposes of this Agreement, the term “Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (i) any adverse change in Executive’s title agreed to or effected by the Board, (ii) any material diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position, that is not cured within 15 days after written notice thereof is received from Executive; (iii) any reduction in Base Salary; (iv) a relocation of Executive’s principal place of employment to a location inconsistent with Section 2 hereof that would unreasonably increase Executive’s commute; (v) during Executive’s employment with the Company, any failure of Executive to be nominated for election as a director of the Company or the removal of Executive as a director of the Company by the Board other than for cause; (vi) any willful material breach by the Company of any material provision of this Agreement that is not cured within 15 days after written notice thereof is received from Executive; or (vii) any termination of employment by Executive during the thirty day period following the one year anniversary of a Change in Control.  Each of Executive's Option and Restricted Share awards shall provide (and if outstanding are hereby amended to provide) that such awards shall accelerate upon an event described in clause (v) that occurs following a termination of Executive's employment (other than a termination for Cause).

(e)   In order to be eligible to receive any Severance Payment pursuant to Section 7(b) hereof, Executive must sign, prior to receiving such payment, a complete release of all claims against Company (other than claims under this Section 7), in substantially the form attached hereto as Exhibit I and such release must have become effective in accordance with its terms.

Section 8.   Disability; Death.

(a)   Termination Upon Disability .  The Company may terminate Executive’s employment by reason of Disability upon thirty (30) days prior written notice.  If Executive is terminated for Disability, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company (but not in lieu of any disability benefits to which Executive is entitled under any disability program or policy of the Company):

(i)           the Accrued Amounts;

(ii)           a lump sum cash severance payment, payable, subject to Section 18, within 10 business days of termination, equal to two times the Executive’s highest Base Salary (subsequent to the Effective Date) as of the date of termination, reduced by any amount previously paid to the Executive pursuant to Section 9(a);

(iii)           continued coverage for a period of eighteen months commencing on the date of termination under any Company life insurance plan in which Executive was participating immediately prior to the date of termination;

(iv)           the health insurance benefits described in Section 7(b); and

(v)           full vesting of all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive, which Options and Stock Appreciation Rights shall remain exercisable for the period determined in accordance with Section 18.

(b)            Definition of Disability .  For purposes hereof, "Disability" means Executive's inability due to physical or mental incapacity to perform the duties and services of his position for a period of 120 days.  At the Company's option, such physical or mental incapacity may be determined by a physician selected by the Company and reasonably acceptable to Executive or presumed by the Company on the basis of Executive's failure to perform the duties and services of his position for a period of 120 days.

(c)            Release .  In order to be eligible to receive any payment pursuant to Section 8(a) hereof, Executive must sign, prior to receiving such payment, a complete release of all claims against Company (other than claims under this Section 10), in substantially the form attached hereto as Exhibit I and such release must have become effective in accordance with its terms.

(d)            Death .  If Executive dies during the term of his employment with the Company, (i) Executive's estate shall be entitled to the Accrued Amounts and any death benefits to which Executive is entitled under any program or policy of the Company providing such benefits, and the Company shall have no other liability to Executive's estate in respect of any additional compensatory or severance amount, (ii) Executive's spouse and eligible dependents, if any shall be entitled to the health insurance benefits described in Section 7(b) and (iii) all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive shall immediately vest in full and shall remain exercisable for the period determined in accordance with Section 18.

Section 9.   Change in Control.

(a)   Payment Upon Change in Control .  In the event of a Change in Control while Executive is employed by the Company, Executive shall be entitled to the following:

(i)           a lump sum cash payment, payable, subject to Section 18, within 10 business days of the Change in Control, equal to two times the Executive’s highest Base Salary (subsequent to the Effective Date) as of the date of the Change in Control;

(ii)           full vesting of all Options, Stock Appreciation Rights and Restricted Shares previously granted to Executive, which Options and Stock Appreciation Rights shall remain exercisable for the period determined in accordance with Section 18; and

(iii)           any Gross-Up Payment due in accordance with Section 9(c) hereof.

(b)   Termination Without Cause; For Good Reason .  In the event that the Company terminates Executive’s employment other than for Cause or Executive terminates his employment for Good Reason within 13 months following a Change in Control, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company:

(i)           the Accrued Amounts;

(ii)           a lump sum cash severance payment, payable, subject to Section 18, within 10 business days of termination, equal to the Executive’s highest Base Salary (subsequent to the Effective Date) as of the date of the Change in Control;

(iii)           continued coverage for a period of thirty-six months commencing on the date of termination under any Company life insurance plan in which Executive was participating immediately prior to the date of termination;

(iv)           the health insurance benefits described in Section 7(b); and

(v)           any Gross-Up Payment due in accordance with Section 9(c) hereof.

(c)   Gross-Up Payment .  (i)                                                      Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control to or for the benefit of Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 5(c)) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made.  For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (i) pay federal inc