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Re:
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Amendment to
Stock Option Agreement
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(s) /Restricted Stock Award Agreement(s) and
Employment Agreement
Dear
David:
As you know, inVentiv Health, Inc. (the
“Corporation”) has previously granted to you certain
options (the “Options”) to purchase shares of common
stock, $0.001 par value, of the Corporation. As of the date hereof,
you are the owner of the following Options:
|
Option
Number
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Option Grant
Date
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Number of
Option Shares
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00001750
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12/10/2003
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5,500
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00001918
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11/1/2004
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15,000
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00002585
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1/22/2007
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10,960
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Additionally, you have been awarded restricted
shares of common stock, par value $.001 per share, of the
Corporation (the “Restricted Stock”). As of this date
hereof, you have been awarded the following Restricted Stock
grants:
|
Award
Number
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Award
Date
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Number of
Restricted Shares
|
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00002215
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1/3/2006
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2,750
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00002602*
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1/22/2007
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5,015
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00002623
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1/22/2007
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5,015
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* denotes a
performance based grant.
We hereby confirm the following:
1. Section 1(c) of each option agreement/notice
of grant relating to the Options listed above is hereby amended to
provide that such Options and the shares of common stock subject
thereto shall immediately vest in the event that your employment
with the Corporation is terminated by the Corporation
“Without Cause” (as defined in Section 5(d) of the
Employment Agreement dated January 1, 2003 between you and the
Corporation (the “Employment Agreement”)) within six
(6) months following a “Change of Control” (as defined
in Section 5(f) of the Employment Agreement) of the
Corporation.
2. Section 3 of
each of the notices of grant relating to award numbers 00002215 and
00002623 is hereby amended to provide that the shares of Restricted
Stock subject thereto shall immediately vest in the event that your
employment with the Corporation is terminated by the Corporation
“Without Cause” within six (6) months following a
“Change of Control” (in each case as so
defined).
3.
Section 3 of the notice of grant
relating to award number 00002602 is hereby amended to provide that
in the event your employment with the Corporation is terminated by
the Corporation “Without Cause” within six (6) months
following a “Change of Control” (in each case as so
defined), a number of shares of Restricted Stock subject thereto
equal to the Target Number (as defined in such notice of grant)
shall immediately vest.
4.
All future grants of Options and
Restricted Shares will provid
