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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.
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Exercise
Price: [ ]
per Option Share.
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Number of
Option Shares: [ ]
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Type of
Option: Nonqualified
Stock Option (i.e., an option which is not an incentive stock
option under Section 422 of the Code).
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Vesting: The Option will vest as
follows:
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the
Option shall vest with respect to 25% of the Option Shares on the
first anniversary of the Option Grant Date;
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the Option
shall vest with respect to 25% of the Option Shares on the second
anniversary of the Option Grant Date;
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the Option
shall vest with respect to 25% of the Option Shares on the third
anniversary of the Option Grant Date; and
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the Option
shall vest with respect to 25% of the Option Shares on the fourth
anniversary of the Option Grant Date.
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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).
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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 O
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