[FORM OF DIRECTOR RESTRICTED STOCK AWARD NOTICE]
INVENTIV HEALTH, INC.
Notice of Grant of
Shares of Restricted Common Stock
Number of Shares:
The Grantee named above has been awarded restricted shares (the “ Restricted Stock ”) of the
common stock, par value $.001 per share, of inVentiv Health, Inc. (the " Company "). This Notice of Grant
outlines certain terms and conditions of the award. Additional terms and conditions of the award are contained in
the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the “ Plan ”). The Restricted Stock is granted under
and will be governed by terms of the Plan.
1. Rights as Stockholder . Subject to the terms of the award, from and after the Grant Date, the
Grantee will have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote
such shares of Restricted Stock and, subject to Section 7.3 of the Plan, the right to participate in all dividends
and distributions with respect to the Company’s Common Stock; provided, however, that any additional shares
of common stock or other securities that the Grantee may become entitled to receive pursuant to a stock
dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization
or any other change in the capital structure of the Company will be subject to the same restrictions as the shares
of Restricted Stock included in the award.
2. Restrictions; Delivery . (a) Until the Restricted Stock granted hereunder vests in accordance
with Section 3 hereof, one or more stock certificates representing the unvested portion of the Restricted Stock
will be issued in the Grantee's name, but will be held in custody by the Company or an escrow agent (which may
be a brokerage firm) appointed by the Company. The Grantee will not be permitted to sell, transfer, assign, give,
place in trust or otherwise dispose of or pledge, grant a