FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT] INVENTIV HEALTH, INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.24
[FORM
OF
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]
INVENTIV
HEALTH, INC.
THIS
AGREEMENT, dated ________________,
is made
between inVentiv Health, Inc., a Delaware corporation (the "Company"), and
___________________________
(the
"Director").
1.
Restricted
Stock Award. Subject
to the terms and conditions set forth in this Agreement, the Company hereby
grants to the Director, as of the date hereof (the "Grant Date"), an award
of
X,XXX
shares
of common stock, par value $.001 per share, of the Company (the "Restricted
Stock"). The Restricted Stock is granted under the inVentiv Health, Inc. 2006
Long-Term Incentive Plan (the "Plan") and shall be governed by terms of the
Plan, the terms of which are incorporated by reference into this Restricted
Stock Award Agreement. Subject to the terms of this Agreement, the Director
shall be entitled to exercise and enjoy all rights and entitlements, and will
be
subject to all obligations and restrictions, of ownership of the Restricted
Stock as set forth in the Company's Certificate of Incorporation, as amended,
including without limitation the right, subject to Section 7.3 of the Plan,
to
participate in all dividends and distributions with respect to the Company’s
Common Stock.
2.
Restrictions.
The
following restrictions shall apply to each share of Restricted Stock: (i) until
such Restricted Stock vests in accordance with Section 3 hereof, one or more
stock certificates representing the Restricted Stock will be issued in the
Director'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, and the Director
will
not sell,
assign, transfer or otherwise encumber any such unvested shares of Restricted
Stock, 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 Company, provided
that the Director may assign or transfer unvested shares of Restricted Stock
with the consent of the Committee to (a) the Director’s 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 the Director 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 Company evidencing such obligations; and provided further
that such Director shall remain bound by the terms and conditions of the
Plan;
(ii)
the stock certificate or certificates representing the Restricted Stock shall
initially bear the legends provided for in Sections 8(a) and 8(b) below; (iii)
except as provided in Section 3(b), upon termination of the Director's provision
of services as a director of [or, to the extent determined by the Compensation
Committee (the “Committee”) of the Board of Directors of the Company (the
“Board”), an independent contractor to] the Company for any reason whatsoever,
with or without cause, whether voluntarily or involuntarily, all shares of
Restricted Stock which had not vested as of the date of such termination will
be
forfeited and returned to the Company, and all rights of the Director or the
Director's heirs in and to such shares will terminate, unless the Committee
determines otherwise in its sole and absolute discretion. Subject to applicable
law, the Director may sell, transfer, assign, give, place in trust, or otherwise
dispose of or pledge, grant a security interest in, or otherwise encumber vested
shares of Restricted Stock.
3.
Vesting of Restricted Stock. (a) The Restricted Stock will vest as follows:
| · |
XX
%
of such shares of Restricted Stock shall vest on (1st
anniversary of grant date);
|
| · |
XX
%
of such shares of Restricted Stock shall vest on (2nd
anniversary of grant date);
|
| · |
XX
%
of such shares of Restricted Stock shall vest on (3rd
anniversary of grant date);
and
|
| · |
XX
%
of such shares of Restricted Stock shall vest on
--------------(4th
anniversary of grant date).
|
(b)
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 restricted shares of Common Stock 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.
4.
Effect
of Vesting.
Subject
to the provisions of this Agreement, upon the vesting of any shares of
Restricted Stock, the Company will deliver to the Director a certificate or
certificates for the number of shares of Restricted Stock which had so vested,
endorsed with the legend provided for in Section 8(b). Alternatively, the
Company may elect to deliver vested shares of Restricted Stock electronically,
and if it does so, the Director agrees to establish an account with a brokerage
firm selected by the Company for the purpose of receiving such shares. Subject
to applicable law, the Director may sell, transfer, assign, give, place in
trust, or otherwise dispose of or pledge, grant a security interest in, or
otherwise encumber vested shares of Restricted Stock.
5.
Tax
Withholding.
It is a
condition to the award of the Restricted Stock to the Director that the Director
make arrangements satisfactory to the Company to satisfy all tax withholding
amounts and other required deductions with respect to the Restricted Stock.
The
Director will be permitted to satisfy these obligations by (i) making a cash
payment to the Company or (ii) directing the Company to sell vested shares
of
Restricted Stock in an amount sufficient to generate net proceeds equal to
or
exceeding the amount of such obligations. If the Director does not satisfy
such
obligations as and when the same become due, the Company will withhold a number
of shares of Restricted Stock having a value, determined in the sole discretion
of the Company, equal to the amount of the unsatisfied obligations and the
Director will have no further interest in the withheld shares or any proceeds
thereof and will have no right to be compensated therefor.
6.
Regulatory
Compliance. The
issuance and delivery of any stock certificates representing vested shares
of
Restricted Stock may be postponed by the Company for such period as may be
required to comply with any applicable requirements under the federal securities
laws or under any other law or regulation applicable to the issuance or delivery
of such shares. The Company shall not be obligated to deliver any vested shares
of Restricted Stock to the Director if the Company believes that such delivery
would constitute a violation of any applicable law or regulation.
7.
Representations
and Warranties. The
Director hereby represents and warrants that the Restricted Stock awarded
pursuant to this Agreement is being acquired for the Director's own account,
for
investment purposes and not with a view to distribution thereof. The Director
acknowledges and agrees that any sale or distribution of shares of Restricted
Stock that have become vested may be made only pursuant to either (i) a
registration statement on an appropriate form under the Securities Act of 1933,
as amended (the "Securities Act"), which registration statement has become
effective and is current with regard to the shares being sold, or (ii) a
specific exemption from the registration requirements of the Securities Act
that
is confirmed in a favorable written opinion of counsel, in form and substance
satisfactory to counsel for the Company, prior to any such sale or distribution.
The Director hereby consents to such action as the Board or the Company deems
necessary or appropriate from time to time to prevent a violation of, or to
perfect an exemption from, the registration requirements of the Securities
Act
or to implement the provisions of this Agreement, including but not limited
to
placing restrictive legends on certificates evidencing shares of Restricted
Stock (whether or not vested) and delivering stop transfer instructions to
the
Company's stock transfer agent.
8.
Legends.
(a)
Each
certificate representing any unvested shares of Restricted Stock shall be
endorsed with a legend in substantially the following form:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTED
STOCK AWARD AGREEMENT, DATED AS OF (GRANT
DATE),
WHICH
PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND
ENCUMBRANCE OF SUCH SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF THE COMPANY"
(b)
In
addition to the legend set forth in paragraph (a) and above, until registered
under the Securities Act, each certificate representing shares of Restricted
Stock shall be endorsed with a legend in substantially the following
form:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH
SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE
AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR
APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER";
9.
Miscellaneous
(a)
Construction.
This
Agreement will be construed by and administered under the supervision of the
Committee, and all determinations of the Committee will be final and binding
on
the Director.
(b)
Dilution.
Nothing
in this Agreement will restrict or limit in any way the right of the Board
to
issue or sell stock of the Company (or securities convertible into stock of
the
Company) on such terms and conditions as it deems to be in the best interests
of
the Company, including, without limitation, stock and securities issued or
sold
in connection with mergers and acquisitions, stock and securities issued or
sold
in connection with investments in the Company, stock issued or sold in
connection with any stock option or similar plan, and stock issued or
contributed to any qualified stock bonus or employee stock ownership
plan.
(c)
Notices.
Any
notice hereunder shall be in writing and personally delivered or sent by
registered or certified mail, return receipt requested, and addressed to the
Company at inVentiv Health, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, or to the
Director at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, subject to the right of any party hereto to designate at any time
hereafter in writing some other address.
(d)
Counterparts.
This
Agreement may be executed in counterparts each of which taken together shall
constitute one and the same instrument.
(e)
Governing
Law.
This
Agreement, which constitutes the entire agreement of the parties with respect
to
the grant to the Director of the Restricted Stock, shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without regard to principles thereof regarding conflict of laws.
(f)
Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition
or
invalidity, without invalidating the remainder of this Agreement.
(g)
Amendment
and Waiver.
The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and the Director.
(h)
Forfeiture
of Restricted Stock.
The
Restricted Stock is subject to forfeiture upon a determination by the Committee
that the Director has engaged in any of the conduct described in the first
sentence of Section 13.5 of the Plan and that the Restricted Stock should be
forfeited as a consequence.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
INVENTIV
HEALTH, INC.
By:
___________________________________
Name:
Title:
____________________________________
Director