Re: Amendment to Stock Option Agreement (s) /Restricted Stock Award Agreement(s)
August
6,
2007
Xxxxx
Xxxxxx
|
Re:
|
Amendment
to Stock Option Agreement (s) /Restricted Stock Award
Agreement(s)
|
Dear
Xxxxx:
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
|
Option
Grant Date
|
Number
of Option Shares
|
|
00001750
|
12/10/2003
|
5,500
|
|
00001918
|
11/1/2004
|
15,000
|
|
00002585
|
1/22/2007
|
10,960
|
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
|
Award
Date
|
Number
of Restricted Shares
|
|
00002215
|
1/3/2006
|
2,750
|
|
00002602*
|
1/22/2007
|
5,015
|
|
00002623
|
1/22/2007
|
5,015
|
*
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 upon a Change of Control
(as
defined in Section 5(f) of the Employment Agreement dated January 1, 2003
between you and the Corporation, as previously amended).
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 upon a Change of Control.
3. Section
3
of the notice of grant relating to award number 00002602 is hereby amended
to
provide that upon a Change of Control, 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 provide for immediate
vesting upon a Change of Control.
| 2. |
Continuing
Effectiveness of Stock Option Agreements/ Restricted Stock
Awards
|
Except
as
modified herein, the above-referenced award documentation remains in full force
and effect.
Very
truly yours,
INVENTIV
HEALTH, INC.
By:
/s/ Xxxx Xxxxxx
Xxxx
Xxxxxx
Chairman
& CEO
/s/
Xxxxx Xxxxxx
Accepted
and agreed to by: Dated:
8/6/07 Xxxxx
Xxxxxx
