FORM OF DIRECTOR STOCK OPTION AWARD AGREEMENT]
Exhibit
10.25
[FORM
OF
DIRECTOR STOCK OPTION AWARD AGREEMENT]
[Date]
[Name
and
address of director]
Dear
:
You
are
granted, effective as of
(the
“Option Grant Date”), an option (the “Option”) to purchase
shares
of common stock, $0.001 par value (the “Options Shares”), 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.
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 XX
%
of the Option Shares on (1st
anniversary of grant date);
|
· |
the
Option shall vest with respect to XX
%
of the Option Shares on (2nd
anniversary of grant date);
|
· |
the
Option shall vest with respect to XX
%
of the Option Shares on (3rd
anniversary of grant date);
and
|
· |
the
Option shall vest with respect to XX
%
of the Option Shares on (4th
anniversary of grant date).
|
d. |
All
unvested shares of Restricted Stock will immediately become vested
in the
event that (a) (i) the Director is not nominated for reelection to
the
Board of Directors in connection with any stockholder meeting or
consent
pursuant to which directors are elected, unless the Director's term
in
office would not be affected by the election of the directors who
are so
nominated or unless related to the Director's resignation from the
Board
of Directors, (ii) notwithstanding any such nomination, the Director
is
not reelected to the Board of Directors upon the expiration of his
term or
(iii) the Director is removed from the Board of Directors (in each
case
other than for Cause) or (b) there is a Change of Control (as defined
in
the Plan) with respect to the Company. Such rights of acceleration
are in
addition to, and not in lieu of, any provision in the Plan for
acceleration of vesting of options based on the same or similar events
that is, by the terms of the Plan, otherwise applicable hereto. For
purposes hereof, "Cause" means gross negligence, willful misconduct,
breach of fiduciary duty or other matters determined by the Board
to
constitute cause upon notice to the
Director.
|
e. |
Any
unexercised portion of the Option shall be cancelled and terminated
without payment therefor 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.
Except
as provided in Section 1.d., the portion of the Option that has not
vested
as of the date of termination of your provision of services to the
Corporation will be forfeited and returned to the Corporation, and
all
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. Subject to earlier termination as provided in
this
Agreement and the Plan, the Option expires on .
|
5. |
Tax
Withholding.
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 or (ii) directing the Corporation
to sell
vested Option Shares as to which the Option has been exercised in
an
amount sufficient to generate net proceeds equal to or exceeding
the
amount of such obligations. If you do not satisfy such obligations
as and
when the same become due, the Corporation will withhold a number
of vested
Option Shares as to which the Option has been exercised having a
value,
determined in the sole discretion of the Corporation, equal to the
amount
of the unsatisfied obligations and you will have no further interest
in
the withheld Option Shares or any proceeds thereof and will have
no right
to be compensated therefor.
|
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.
|
Please
acknowledge your acceptance of this inVentiv Health, Inc. nonqualified Stock
Option Agreement by signing in the space below. Return the original signed
Agreement in the envelope provided and retain the copy of the Agreement for
your
records.
The
Corporation by its duly authorized officer agrees to the terms and conditions
of
this Agreement and of the Plan.
Name:
Title:
|
|||
The
undersigned accepts the Option subject to the terms and conditions
of the
Plan and this Agreement. The undersigned acknowledges and agrees
to be
bound by (or, if the undersigned has previously so agreed, reaffirms
his
or her acknowledgement of and agreement to be bound by) the Corporation’s
xxxxxxx xxxxxxx policy.
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[Name]
|
Date
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