SECOND AMENDED AND RESTATED
INVENTIV COMMUNICATIONS, INC.
ACQUISITION-RELATED INCENTIVE PLAN
The inVenitv Communications, Inc. Second Amended and Restated Acquisition-Related Incentive
Plan, formerly known as the inChord Communications, Inc. Special Bonus Plan (the “Original Plan”),
is hereby amended and restated in its entirety, effective December 31, 2007, to read in full as follows:
the purpose of determining whether the Incentive Pool is funded will be made by the Plan Representative
in his sole discretion in a manner consistent with and governed by the computation of such amounts under
the operative agreements entered into by the Company in connection with any Sale Transaction and will
be conclusive for purposes of the calculations made pursuant to this Plan.
Neither the Company nor the Purchaser, nor any officer, director or other representative thereof,
makes any guarantee or representation to the Participants that any Final Award Amount will be
realized. If a Participant engages in Triggering Conduct (as defined below) prior to December 31, 2007,
the Incentive Pool will be reduced by the amount of such Participant's Final Award Amount that is
1. Purpose . The purpose of the inVentiv Communications, Inc. (the " Company ") Acquisition-Related
Incentive Plan (this " Plan ") is to promote the profitable growth of the Company by:
(a) aligning the interests of the Company's shareholders and senior management team; and
(b) providing a special cash bonus opportunity measured by the future growth in the earnings before
interest and taxes (" EBIT ") of the Company.
2. Effectiveness . This Plan was approved by the Company's Board of Directors (the " Board ") and will
become operative immediately upon, and the Plan's effectiveness will be contingent upon, the closing (the
" Effective Date ") of a sale of all or substantially all of the capital stock or the assets and business of the
Company to a third pa