Syneos Health, Inc. (Form: 10-Q, Received: 08/02/2022 06:02:55)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number: 001-36730

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware	27-3403111
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1030 Sync Street, Morrisville, North Carolina 27560-5468

(Address of principal executive offices and Zip Code)

(919) 876-9300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	SYNH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 27, 2022, there were approximately 102,653,017 shares of the registrant’s common stock outstanding.

Table of Contents

SYNEOS HEALTH, INC.

FORM 10-Q

TABLE OF CONTENTS


	PART I - FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021 (unaudited)	3

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021 (unaudited)	4

	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	37

Item 5.	Other Information	38

Item 6.	Exhibits	39

	Signature	41

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
	(in thousands, except per share data)
Revenue	$	1,360,739		$	1,282,611	$	2,696,992		$	2,491,356

Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)		1,034,897			992,581		2,079,329			1,937,831
Selling, general, and administrative expenses		139,040			144,669		279,206			281,983
Restructuring and other costs		8,983			3,966		24,540			11,194
Depreciation		21,241			18,158		41,820			36,605
Amortization		39,980			39,553		81,603			79,044
Total operating expenses		1,244,141			1,198,927		2,506,498			2,346,657
Income from operations		116,598			83,684		190,494			144,699

Total other expense, net:
Interest income		(36	)		—		(39	)		(71	)
Interest expense		18,102			22,619		33,867			45,947
Loss on extinguishment of debt		—			2,199		—			2,802
Other (income) expense, net		(5,152	)		7,827		(510	)		(2,029	)
Total other expense, net		12,914			32,645		33,318			46,649
Income before provision for income taxes		103,684			51,039		157,176			98,050
Income tax expense		25,940			9,134		33,256			17,421
Net income	$	77,744		$	41,905	$	123,920		$	80,629

Earnings per share:
Basic	$	0.76		$	0.40	$	1.20		$	0.77
Diluted	$	0.75		$	0.40	$	1.19		$	0.77
Weighted average common shares outstanding:
Basic		102,596			103,937		103,130			104,105
Diluted		103,072			105,019		103,741			105,238

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
	(in thousands)
Net income	$	77,744		$	41,905	$	123,920		$	80,629
Unrealized gain on derivative instruments, net of income tax expense of $1,607, $1,596, $5,027, $3,609, respectively		4,528			4,708		14,168			10,645
Foreign currency translation adjustments, net of income tax expense (benefit) of $1,745, $550, ($966), ($158), respectively		(69,826	)		8,825		(87,212	)		4,515
Comprehensive income	$	12,446		$	55,438	$	50,876		$	95,789

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2022			December 31, 2021
	(in thousands, except par value)
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash	$	105,988		$	106,475
Accounts receivable and unbilled services, net		1,606,951			1,524,890
Prepaid expenses and other current assets		168,932			135,091
Total current assets		1,881,871			1,766,456
Property and equipment, net		254,891			222,657
Operating lease right-of-use assets		185,031			209,408
Goodwill		4,898,050			4,956,015
Intangible assets, net		759,436			854,067
Deferred income tax assets		33,670			35,387
Other long-term assets		203,723			193,103
Total assets	$	8,216,672		$	8,237,093

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	99,319		$	107,535
Accrued expenses		656,874			614,441
Deferred revenue		887,180			868,455
Current portion of operating lease obligations		40,408			43,058
Current portion of finance lease obligations		23,678			20,627
Total current liabilities		1,707,459			1,654,116
Long-term debt		2,811,831			2,775,721
Operating lease long-term obligations		181,994			205,798
Finance lease long-term obligations		49,389			34,181
Deferred income tax liabilities		82,519			78,062
Other long-term liabilities		54,415			76,660
Total liabilities		4,887,607			4,824,538

Commitments and contingencies (Note 16)

Shareholders’ equity:
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021		—			—
Common stock, $0.01 par value; 600,000 shares authorized, 102,647 and 103,764 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		1,026			1,038
Additional paid-in capital		3,425,584			3,474,088
Accumulated other comprehensive loss, net of taxes		(122,662	)		(49,618	)
Retained earnings (accumulated deficit)		25,117			(12,953	)
Total shareholders’ equity		3,329,065			3,412,555
Total liabilities and shareholders’ equity	$	8,216,672		$	8,237,093

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2022			2021
	(in thousands)
Cash flows from operating activities:
Net income	$	123,920		$	80,629
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		123,423			115,649
Share-based compensation		33,524			33,792
Recovery from doubtful accounts		(426	)		(473	)
Provision for (benefit from) deferred income taxes		4,206			(13,024	)
Foreign currency transaction adjustments		(9,069	)		(3,563	)
Fair value adjustment of contingent obligations		—			(597	)
Loss on extinguishment of debt		—			2,802
Other non-cash items		(5,636	)		5,007
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, unbilled services, and deferred revenue		(77,602	)		(8,269	)
Accounts payable and accrued expenses		40,772			30,117
Other assets and liabilities		(62,323	)		(26,275	)
Net cash provided by operating activities		170,789			215,795
Cash flows from investing activities:
Payments related to acquisitions of businesses, net of cash acquired		(1,574	)		(14,635	)
Proceeds from notes receivable from divestiture		—			5,000
Purchases of property and equipment		(47,912	)		(22,337	)
(Investments in) proceeds from unconsolidated affiliates		(1,577	)		692
Net cash used in investing activities		(51,063	)		(31,280	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of discount		—			494,505
Payments of debt financing costs		—			(544	)
Repayments of long-term debt		—			(602,277	)
Proceeds from accounts receivable financing agreement		—			65,000
Proceeds from revolving line of credit		130,000			—
Repayments of revolving line of credit		(95,000	)		—
Payments of contingent consideration related to acquisitions		—			(6,196	)
Payments of finance leases		(1,886	)		(8,380	)
Payments for repurchases of common stock		(149,961	)		(117,521	)
Proceeds from exercises of stock options		12,390			14,482
Payments related to tax withholdings for share-based compensation		(30,062	)		(29,892	)
Net cash used in financing activities		(134,519	)		(190,823	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		14,306			(4,730	)
Net change in cash, cash equivalents, and restricted cash		(487	)		(11,038	)
Cash, cash equivalents, and restricted cash - beginning of period		106,475			272,173
Cash, cash equivalents, and restricted cash - end of period	$	105,988		$	261,135

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	(in thousands)
Shareholders’ equity, beginning balance	$	3,301,559		$	3,236,877		$	3,412,555		$	3,242,112

Common stock:
Beginning balance		1,026			1,042			1,038			1,039
Repurchases of common stock		—			(9	)		(19	)		(15	)
Issuances of common stock		—			2			7			11
Ending balance		1,026			1,035			1,026			1,035

Additional paid-in capital:
Beginning balance		3,410,524			3,440,840			3,474,088			3,461,747
Repurchases of common stock		—			(29,778	)		(64,092	)		(49,595	)
Issuances of common stock		(1,131	)		2,874			(17,936	)		(15,569	)
Share-based compensation		16,191			16,439			33,524			33,792
Ending balance		3,425,584			3,430,375			3,425,584			3,430,375

Accumulated other comprehensive loss:
Beginning balance		(57,364	)		(39,174	)		(49,618	)		(40,801	)
Unrealized gain on derivative instruments, net of taxes		4,528			4,708			14,168			10,645
Foreign currency translation adjustment, net of taxes		(69,826	)		8,825			(87,212	)		4,515
Ending balance		(122,662	)		(25,641	)		(122,662	)		(25,641	)

Retained earnings (accumulated deficit)
Beginning balance		(52,627	)		(165,831	)		(12,953	)		(179,873	)
Repurchases of common stock		—			(43,229	)		(85,850	)		(67,911	)
Net income		77,744			41,905			123,920			80,629
Ending balance		25,117			(167,155	)		25,117			(167,155	)

Shareholders’ equity, ending balance	$	3,329,065		$	3,238,614		$	3,329,065		$	3,238,614

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SYNEOS HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Nature of Operations

Syneos Health, Inc. (the “Company”) is a global provider of end-to-end biopharmaceutical outsourcing solutions. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I to IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries.

Unaudited Interim Financial Information

The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.

The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), filed with the Securities and Exchange Commission on February 17, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future period. The unaudited condensed consolidated balance sheet as of December 31, 2021 is derived from the amounts in the audited consolidated balance sheet included in the 2021 Form 10-K.

Reclassification

Certain previously reported amounts have been reclassified to conform to the current year presentation.

COVID-19 Pandemic

The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to impact, the Company’s business and operations. The continued availability and effectiveness of vaccines may partially mitigate the risks around the continued spread of COVID-19, however, with the spread of COVID-19 variants, the ongoing impacts of the COVID-19 pandemic could adversely impact the Company’s business and results of operations. For further discussion of the potential impact of the pandemic on its business, refer to Part I, Item 1A, “Risk Factors” in the 2021 Form 10-K.

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2. Financial Statement Details

Cash, Cash Equivalents, and Restricted Cash

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

The Company’s net cash pool position consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Gross cash position	$	145,866		$	179,160
Less: cash borrowings		(138,840	)		(167,507	)
Net cash position	$	7,026		$	11,653

Accounts Receivable and Unbilled Services, net

Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Accounts receivable billed	$	904,775		$	873,265
Accounts receivable unbilled		235,692			241,799
Contract assets		473,911			417,411
Less: Allowance for doubtful accounts		(7,427	)		(7,585	)
Accounts receivable and unbilled services, net	$	1,606,951		$	1,524,890

Accounts Receivable Factoring Arrangement

The Company has an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, at its option, without recourse, to an unrelated third-party financial institution for cash. For the six months ended June 30, 2022 and 2021, the Company factored $66.8 million and $68.7 million, respectively, of trade accounts receivable on a non-recourse basis and received $66.5 million and $68.6 million, respectively, in cash proceeds from the sale. The fees associated with these transactions were insignificant.

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Goodwill

The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2022 were as follows (in thousands):


	Clinical Solutions (a)			Commercial Solutions (a)			Total
Balance as of December 31, 2021	$	3,448,699		$	1,507,316		$	4,956,015
Acquisitions (b)		1,903			—			1,903
Impact of foreign currency translation		(40,441	)		(19,427	)		(59,868	)
Balance as of June 30, 2022	$	3,410,161		$	1,487,889		$	4,898,050

(a) No impairment of goodwill was recorded for the six months ended June 30, 2022.

(b) Amount represents goodwill recognized in connection with an insignificant acquisition and measurement period adjustments in connection with insignificant 2021 acquisitions during the six months ended June 30, 2022 within the Clinical Solutions segment.

Accumulated Other Comprehensive Loss, Net of Taxes

Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Beginning balance	$	(57,364	)	$	(39,174	)	$	(49,618	)	$	(40,801	)

Derivative instruments:
Beginning balance		7,019			(12,824	)		(2,621	)		(18,761	)
Other comprehensive income (loss) before reclassifications		4,827			(488	)		13,439			284
Reclassification adjustments		(299	)		5,196			729			10,361
Ending balance		11,547			(8,116	)		11,547			(8,116	)

Foreign currency translation:
Beginning balance		(64,383	)		(26,350	)		(46,997	)		(22,040	)
Other comprehensive (loss) income before reclassifications		(69,826	)		8,825			(87,212	)		4,515
Ending balance		(134,209	)		(17,525	)		(134,209	)		(17,525	)

Accumulated other comprehensive loss, net of taxes	$	(122,662	)	$	(25,641	)	$	(122,662	)	$	(25,641	)

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Changes in accumulated other comprehensive loss consisted of the following (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Unrealized gain on derivative instruments:
Unrealized gain (loss) during period, before taxes	$	6,540		$	(654	)	$	18,207		$	380
Income tax expense (benefit)		1,713			(166	)		4,768			96
Unrealized gain (loss) during period, net of taxes		4,827			(488	)		13,439			284
Reclassification adjustment, before taxes		(405	)		6,958			988			13,874
Income tax (benefit) expense		(106	)		1,762			259			3,513
Reclassification adjustment, net of taxes		(299	)		5,196			729			10,361
Total unrealized gain on derivative instruments, net of taxes		4,528			4,708			14,168			10,645

Foreign currency translation adjustment:
Foreign currency translation adjustment, before taxes		(68,081	)		9,375			(88,178	)		4,357
Income tax expense (benefit)		1,745			550			(966	)		(158	)
Foreign currency translation adjustment, net of taxes		(69,826	)		8,825			(87,212	)		4,515

Total other comprehensive (loss) income, net of taxes	$	(65,298	)	$	13,533		$	(73,044	)	$	15,160

Other (Income) Expense, Net

Other (income) expense, net consisted of the following (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Net realized foreign currency loss	$	4,799		$	570	$	7,254		$	1,762
Net unrealized foreign currency (gain) loss		(9,503	)		5,959		(9,069	)		(3,563	)
Equity investment income		—			—		—			(1,100	)
Other, net		(448	)		1,298		1,305			872
Total other (income) expense, net	$	(5,152	)	$	7,827	$	(510	)	$	(2,029	)

3. Investments and Divestitures

Investments

During 2020, the Company made a non-cash investment of $27.3 million to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered. During the second quarter of 2021, the Company exchanged the intellectual property for an equity method investment in an unconsolidated variable interest entity. The Company provided the entity $3.8 million in cash, in the form of a loan, during the third quarter of 2021. Based on the hypothetical liquidation book value of its investment as of June 30, 2022, the Company recorded losses of $1.1 million and $2.3 million to other (income) expense, net in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2022, respectively. Based on the hypothetical liquidation book value of its investment as of June 30, 2021, the Company recorded a $2.8 million loss to other (income) expense, net in the accompanying condensed and consolidated statement of income for the three months ended June 30, 2021. As of June 30, 2022 and December 31, 2021, the book value of the Company’s investment was $12.2 million and $16.2 million, respectively, and was included in other long-term assets in the accompanying condensed consolidated balance sheets, with a maximum exposure to loss of approximately $15.9 million as of June 30, 2022, which includes funding of the loan.

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Divestitures

During the second quarter of 2020, the Company sold its contingent staffing business to a related party in exchange for potential future cash consideration not to exceed $4.0 million. Based on the financial results of the business through May 31, 2022 and 2021, the Company recognized $2.2 million and $1.8 million of contingent consideration in other (income) expense, net in the accompanying condensed consolidated statements of income for the three months ended June 30, 2022 and 2021, respectively, which reflects the maximum amount of future cash consideration. The contingent cash consideration related to financial results through May 31, 2022 had not been received as of June 30, 2022, and therefore was recorded as a receivable in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

4. Long-Term Debt Obligations

The Company’s debt obligations consisted of the following (in thousands):


	June 30, 2022			December 31, 2021
Secured Debt
Term Loan A - tranche one due March 2024	$	149,195		$	149,195
Term Loan A - tranche two due August 2024		1,636,797			1,636,797
Revolving credit facility due August 2024		35,000			—
Accounts receivable financing agreement due October 2024		400,000			400,000
Total secured debt		2,220,992			2,185,992
Unsecured Debt
Senior notes due January 2029 (the “Notes”)		600,000			600,000
Total debt obligations		2,820,992			2,785,992
Less: Term loan original issuance discount		(1,809	)		(2,228	)
Less: Unamortized deferred issuance costs		(7,352	)		(8,043	)
Total long-term debt	$	2,811,831		$	2,775,721

Credit Agreement

The Company is party to a credit agreement (as amended, the “Credit Agreement”) that includes a Term Loan A facility (“Term Loan A”) that has two tranches (as detailed in the table above), and a $600.0 million revolving credit facility that matures on August 1, 2024 (the “Revolver”). As a result of previous voluntary prepayments, the Company is not required to make a mandatory payment against the principal balance of Term Loan A until October 2023. As of June 30, 2022, the interest rate on Term Loan A was 2.92%.

Revolver and Letters of Credit

The Revolver includes letters of credit (“LOCs”) with a sublimit of $150.0 million. As of June 30, 2022, there were $35.0 million of outstanding Revolver borrowings and $14.1 million of LOCs outstanding, leaving $550.9 million of available borrowings under the Revolver, including $135.9 million available for LOCs. As of June 30, 2022, the interest rate on the Revolver was 2.84%.

The Notes

The Notes bear interest at a rate of 3.625% per annum, payable semi-annually in arrears that began on July 15, 2021, and will mature on January 15, 2029.

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Accounts Receivable Financing Agreement

The Company has an accounts receivable financing agreement (as amended) with a termination date of October 2024, unless terminated earlier pursuant to its terms. As of June 30, 2022, the Company had $400.0 million of outstanding borrowings under this agreement, which are recorded in long-term debt on the accompanying condensed consolidated balance sheet. There was no remaining borrowing capacity available under this agreement as of June 30, 2022. As of June 30, 2022, the interest rate on the accounts receivable financing agreement was 2.58%.

Maturities of Debt Obligations

As of June 30, 2022, the contractual maturities of the Company’s debt obligations (excluding finance leases) were as follows (in thousands):


	Principal
Remainder of 2022	$	—
2023		21,732
2024		2,199,260
2025		—
2026		—
2027 and thereafter		600,000
Less: Term loan original issuance discount		(1,809	)
Less: Unamortized deferred issuance costs		(7,352	)
Total	$	2,811,831

5. Derivatives

Interest Rate Swaps

The Company has entered into various interest rate swaps to mitigate its exposure to changes in interest rates on its term loan. In March 2020, the Company entered into interest rate swaps with multiple counterparties. The interest rate swaps had an initial aggregate notional value of $549.2 million that increased to $1.42 billion on June 30, 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. As of June 30, 2022, the notional value of these interest rate swaps was $1.07 billion.

Foreign Exchange Forward

On October 30, 2020, the Company entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as the exposure balance changes. The Company did not designate the derivative as a hedge. All changes in the fair value of the foreign exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying condensed consolidated statements of income. The Company recognized $5.6 million and $7.5 million of realized losses during the three and six months ended June 30, 2022, respectively, and $0.4 million and $1.5 million of realized gains during the three and six months ended June 30, 2021, respectively, related to this foreign exchange forward. As of June 30, 2022, the notional value of this foreign exchange forward was $75.0 million.

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Fair Values

The fair values of the Company’s derivative financial instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded were as follows (in thousands):


	Balance Sheet Classification	June 30, 2022		December 31, 2021
Interest rate swaps - current	Prepaid expenses and other current assets	$	18,317	$	—
Interest rate swaps - non-current	Other long-term assets		—		948
Fair value of derivative assets		$	18,317	$	948

Interest rate swaps - current	Accrued expenses	$	—	$	1,827
Fair value of derivative liabilities		$	—	$	1,827

6. Fair Value Measurements

Assets and Liabilities Carried at Fair Value

As of June 30, 2022 and December 31, 2021, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, contingent obligations, liabilities under the accounts receivable financing agreement, and derivative instruments.

The fair values of cash and cash equivalents, restricted cash, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, and the liabilities under the accounts receivable financing agreement approximate their respective carrying amounts because of the liquidity and short-term nature of these financial instruments.

Financial Instruments Subject to Recurring Fair Value Measurements

As of June 30, 2022, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):


	Level 1		Level 2		Level 3		Investments Measured at Net Asset Value		Total
Assets:
Trading securities (a)	$	20,207	$	—	$	—	$	—	$	20,207
Partnership interests (b)		—		—		—		12,753		12,753
Derivative instruments (c)		—		18,317		—		—		18,317
Total assets	$	20,207	$	18,317	$	—	$	12,753	$	51,277

Liabilities:
Contingent obligations related to acquisitions (d)	$	—	$	—	$	17,747	$	—	$	17,747
Total liabilities	$	—	$	—	$	17,747	$	—	$	17,747

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As of December 31, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):


	Level 1		Level 2		Level 3		Investments Measured at Net Asset Value		Total
Assets:
Trading securities (a)	$	24,775	$	—	$	—	$	—	$	24,775
Partnership interests (b)		—		—		—		11,176		11,176
Derivative instruments (c)		—		948		—		—		948
Total assets	$	24,775	$	948	$	—	$	11,176	$	36,899

Liabilities:
Derivative instruments (c)	$	—	$	1,827	$	—	$	—	$	1,827
Contingent obligations related to acquisitions (d)		—		—		17,997		—		17,997
Total liabilities	$	—	$	1,827	$	17,997	$	—	$	19,824

(a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan.

(b) The Company has committed to invest $21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of June 30, 2022, the Company’s remaining unfunded commitment in the private equity funds was $11.2 million. The Company holds minor ownership interests (less than 3%) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

(d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement.

The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the six months ended June 30, 2022 (in thousands):


Balance as of December 31, 2021	$	17,997
Additions		—
Changes in fair value recognized in earnings		(250	)
Payments		—
Balance as of June 30, 2022	$	17,747

During the six months ended June 30, 2022, there were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 fair value measurements.

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Financial Instruments Subject to Non-Recurring Fair Value Measurements

Certain assets, including goodwill and identifiable intangible assets, are carried on the accompanying condensed consolidated balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of June 30, 2022 and December 31, 2021, assets carried on the condensed consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $5.67 billion and $5.83 billion, respectively.

Fair Value Disclosures for Financial Instruments Not Carried at Fair Value

The estimated fair values of the term loan (based on tranche) and the Notes are determined based on the price that the Company would have had to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s term loan (based on tranche) and the Notes were as follows (in thousands):


	June 30, 2022				December 31, 2021
	Carrying Value (a)		Estimated Fair Value		Carrying Value (a)		Estimated Fair Value
Term Loan A - tranche one due March 2024	$	149,043	$	146,957	$	149,008	$	148,945
Term Loan A - tranche two due August 2024		1,635,140		1,588,167		1,634,756		1,635,138
Senior notes due January 2029		600,000		513,000		600,000		595,500

(a) The carrying value of the term loan debt is shown net of original issue discounts.

7. Restructuring and Other Costs

During the three and six months ended June 30, 2022 and 2021, the Company incurred employee severance and benefit costs, facility and lease termination costs, and other costs related to its restructuring activities. These costs were primarily related to the Company’s ForwardBound margin enhancement initiative.

Restructuring and other costs consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Employee severance and benefit costs	$	2,368	$	2,084	$	17,188	$	8,377
Facility and lease termination costs		3,671		1,882		3,352		2,770
Other costs		2,944		—		4,000		47
Total restructuring and other costs	$	8,983	$	3,966	$	24,540	$	11,194

The Company expects to continue to incur costs related to restructuring of its operations in order to achieve cost savings and the targeted synergies related to its acquisitions. However, the timing and the amount of these costs depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of its combined operations. The Company may also continue to incur additional restructuring and other costs during 2022 and beyond related to its ForwardBound margin enhancement initiative.

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Accrued Restructuring Liabilities

The following table summarizes activity related to employee severance and benefit costs within accrued restructuring liabilities for the six months ended June 30, 2022 (in thousands):


Balance as of December 31, 2021	$	6,657
Expenses incurred (a)		17,188
Payments		(13,376	)
Balance as of June 30, 2022	$	10,469

(a) The amount of expenses incurred for the six months ended June 30, 2022 excludes $4.0 million of other costs that are included in accounts payable and $3.4 million of facility lease closure and lease termination costs that are reflected as reductions of operating lease right-of-use assets, current portion of operating lease obligations, and operating lease long-term obligations under ASC Topic 842, Leases, on the accompanying condensed consolidated balance sheet.

The Company expects the employee severance and benefit costs accrued as of June 30, 2022 will be paid within the next twelve months and are included within accrued expenses on the accompanying condensed consolidated balance sheet.

8. Shareholders’ Equity

Shares Outstanding

Shares of common stock outstanding were as follows (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021			2022			2021
Common stock shares, beginning balance		102,558		104,226			103,764			103,935
Repurchases of common stock		—		(900	)		(1,929	)		(1,500	)
Issuances of common stock		89		147			812			1,038
Common stock shares, ending balance		102,647		103,473			102,647			103,473

Stock Repurchase Programs

On November 17, 2020, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $300.0 million of the Company’s Class A common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or through privately negotiated transactions through December 31, 2022 (the “2021 Stock Repurchase Program”). The 2021 Stock Repurchase Program took effect on January 1, 2021.

On May 25, 2022, the Board approved a new stock repurchase program (the “2022 Stock Repurchase Program”) that took effect immediately and replaced the 2021 Stock Repurchase Program. The 2022 Stock Repurchase Program authorizes the Company to repurchase up to $350.0 million of the Company’s Class A common stock, par value $0.01, and will expire on December 31, 2024.

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The 2022 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of the Company’s common stock, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate cash requirements, and overall market conditions. The 2022 Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and applicable Nasdaq rules. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law.

During the three months ended June 30, 2022, there were no repurchases under the 2021 Stock Repurchase Program or the 2022 Stock Repurchase Program.

The following table sets forth repurchase activity under the 2021 Stock Repurchase Program from inception through the program’s termination on May 25, 2022:


	Total number of shares purchased		Average price paid per share		Approximate dollar value of shares purchased (in thousands)
March 2021		600,000	$	74.18	$	44,505
May 2021		400,000		81.04		32,416
June 2021		500,000		81.20		40,600
February 2022		515,003		78.52		40,439
March 2022		1,413,920		77.46		109,522
Total		3,428,923			$	267,482

The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over the par value was applied on a pro rata basis against additional paid-in capital, with the remainder applied to accumulated deficit.

As of June 30, 2022, the Company had remaining authorization to repurchase up to $350.0 million of shares of its common stock under the 2022 Stock Repurchase Program.

9. Earnings Per Share

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income	$	77,744	$	41,905	$	123,920	$	80,629
Denominator:
Basic weighted average common shares outstanding		102,596		103,937		103,130		104,105
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs		476		1,082		611		1,133
Diluted weighted average common shares outstanding		103,072		105,019		103,741		105,238
Earnings per share:
Basic	$	0.76	$	0.40	$	1.20	$	0.77
Diluted	$	0.75	$	0.40	$	1.19	$	0.77

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Potential common shares outstanding that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under share-based compensation programs may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss.

The number of potential shares outstanding that were anti-dilutive and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were 774,405, 143,958, 469,724, and 155,062 for the three and six months ended June 30, 2022 and 2021, respectively.

10. Income Taxes

Income Tax Expense

For the three and six months ended June 30, 2022, the Company recorded income tax expense of $25.9 million and $33.3 million, respectively, compared to pre-tax income of $103.7 million and $157.2 million, respectively. Income tax expense for the three and six months ended June 30, 2022 included discrete tax benefits of $0.3 million and $6.4 million, respectively, primarily related to excess tax benefits from share-based compensation. The effective tax rates for the three and six months ended June 30, 2022, excluding discrete items, varied from the United States (“U.S.”) federal statutory income tax rate of 21.0% primarily due to state and local taxes on U.S. income, foreign income inclusions such as the Global Intangible Low-Taxed Income (“GILTI”) provisions, and research and development credits.

For the three and six months ended June 30, 2021, the Company recorded income tax expense of $9.1 million and $17.4 million, respectively, compared to pre-tax income of $51.0 million and $98.1 million, respectively. Income tax expense for the three and six months ended June 30, 2021 included discrete tax benefits of $2.2 million and $5.8 million, respectively, primarily related to excess tax benefits from share-based compensation. The effective tax rates for the three and six months ended June 30, 2021, excluding discrete items, varied from the U.S. federal statutory income tax rate of 21.0% primarily due to foreign tax credits, foreign income inclusions such as the GILTI provisions, and state and local taxes on U.S. income.

Unrecognized Tax Benefits

The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $11.7 million and $12.1 million as of June 30, 2022 and December 31, 2021, respectively. The decrease of $0.4 million was primarily due to lapses in statutes of limitations and changes in exchange rates. The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $1.4 million within the next 12 months as a result of lapses in statutes of limitations.

Tax Returns under Audit

The Company is not currently under any U.S. federal income tax audits, however, income tax returns are under examination by tax authorities in several state and foreign jurisdictions. The Company’s federal and state tax filings are open to investigations in numerous years due to net operating loss carryforwards. Additionally, the Company currently has an ongoing examination for tax years 2014 to 2019 in the United Kingdom. The United Kingdom is the jurisdiction with the Company’s largest foreign operations. The Company believes that its reserve for uncertain tax positions is adequate to cover existing risks or exposures related to all open tax years and jurisdictions.

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11. Revenue from Contracts with Customers

Unsatisfied Performance Obligations

As of June 30, 2022, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with contract terms greater than one year and that are not accounted for as a series pursuant to ASC Topic 606, Revenue from Contracts with Customers and all the related amendments was $6.57 billion. This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and, as a result, is lower than the potential contractual revenue. The contracts excluded due to constraints include contracts that do not commence within a certain period of time or that require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control.

Timing of Billing and Performance

During the three and six months ended June 30, 2022, the Company recognized approximately $389.3 million and $547.8 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of the respective periods. During the three and six months ended June 30, 2022, there were reductions of approximately $1.5 million and $2.4 million, respectively, in the Company’s revenue recognized related to performance obligations partially satisfied in previous periods. The gross and net amounts of revenue recognized solely from changes in estimates were not material.

12. Segment Information

The Company is managed through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment consists of multiple service offerings that, when combined, create a fully integrated biopharmaceutical services organization. Clinical Solutions offers comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phases I to IV of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-service clinical studies, real world evidence, and consulting. This segment offers individual services including product development and regulatory consulting, project management, protocol development, investigational site recruitment, clinical monitoring, technology-enabled patient recruitment and engagement, clinical home health services, clinical trial diversity, biometrics, and regulatory affairs; all across a comprehensive range of therapeutic areas. Commercial Solutions provides the pharmaceutical, biotechnology, and healthcare industries with commercialization services, including deployment solutions, communication solutions (public relations, advertising, and medical communications), and consulting services.

The Company’s Chief Operating Decision Maker (the “CODM”) reviews segment performance and allocates resources based upon segment revenue and income from operations. Inter-segment revenue is eliminated from the segment reporting provided to the CODM and is not included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are reported as general corporate expenses. These costs primarily consist of share-based compensation, general operating expenses associated with the Board and the Company’s senior leadership, finance, investor relations, and internal audit functions, and transaction and integration-related expenses. The Company does not allocate depreciation, amortization, asset impairment charges, or restructuring and other costs to its segments. Prior period segment results have been recast to conform to insignificant changes to management reporting in 2022. Additionally, the CODM reviews the Company’s assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources.

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Information about reportable segment operating results was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue:
Clinical Solutions	$	1,025,715	$	992,936	$	2,044,085	$	1,932,503
Commercial Solutions		335,024		289,675		652,907		558,853
Total revenue		1,360,739		1,282,611		2,696,992		2,491,356
Segment direct costs:
Clinical Solutions		753,451		752,171		1,528,119		1,469,526
Commercial Solutions		273,578		232,283		534,543		451,083
Total segment direct costs		1,027,029		984,454		2,062,662		1,920,609
Segment selling, general, and administrative expenses:
Clinical Solutions		88,863		89,303		178,765		176,835
Commercial Solutions		21,094		20,318		42,829		41,289
Total segment selling, general, and administrative expenses		109,957		109,621		221,594		218,124
Segment operating income:
Clinical Solutions		183,401		151,462		337,201		286,142
Commercial Solutions		40,352		37,074		75,535		66,481
Total segment operating income		223,753		188,536		412,736		352,623
Direct costs and operating expenses not allocated to segments:
Share-based compensation included in direct costs		7,868		8,127		16,667		17,222
Share-based compensation included in selling, general, and administrative expenses		8,323		8,312		16,857		16,570
Corporate selling, general, and administrative expenses		20,760		26,736		40,755		47,289
Restructuring and other costs		8,983		3,966		24,540		11,194
Depreciation and amortization		61,221		57,711		123,423		115,649
Total income from operations	$	116,598	$	83,684	$	190,494	$	144,699

13. Operations by Geographic Location

The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue:
North America (a)	$	806,640	$	774,228	$	1,588,294	$	1,513,229
Europe, Middle East, and Africa		340,384		328,895		695,977		645,071
Asia-Pacific		172,965		144,233		333,768		270,690
Latin America		40,750		35,255		78,953		62,366
Total revenue	$	1,360,739	$	1,282,611	$	2,696,992	$	2,491,356

(a) Revenue for the North America region includes revenue attributable to the U.S. of $754.7 million and $722.8 million, or 55.5% and 56.4% of total revenue, for the three months ended June 30, 2022 and 2021, respectively. Revenue for the North America region includes revenue attributable to the U.S. of $1,491.2 million and $1,416.7 million, or 55.3% and 56.9% of total revenue, for the six months ended June 30, 2022 and 2021, respectively. No other country represented more than 10% of total revenue for any period.

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The following table summarizes long-lived assets by geographic area (in thousands, all intercompany transactions have been eliminated):


	June 30, 2022		December 31, 2021
Property and equipment, net:
North America (a)	$	193,233	$	165,446
Europe, Middle East, and Africa		34,330		37,004
Asia-Pacific		19,639		13,615
Latin America		7,689		6,592
Total property and equipment, net	$	254,891	$	222,657

(a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $186.1 million and $160.0 million as of June 30, 2022 and December 31, 2021, respectively.

14. Concentration of Credit Risk

Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable, and unbilled services (including contract assets). The Company’s cash and cash equivalents consist principally of cash and are maintained at several financial institutions with reputable credit ratings. The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they bear minimal credit risk.

As of June 30, 2022 and December 31, 2021, substantially all of the Company’s cash and cash equivalents were held within the U.S.

No single customer accounted for greater than 10% of the Company’s revenue for the three and six months ended June 30, 2022 or 2021.

As of June 30, 2022 and December 31, 2021, no single customer accounted for greater than 10% of the Company’s accounts receivable and unbilled services (including contract assets) balances.

15. Related-Party Transactions

For the three and six months ended June 30, 2022, the Company had combined revenue of $2.2 million and $3.6 million, respectively, from four customers whose board of directors each included a member who was also a member of the Company’s Board. As of June 30, 2022, the Company had combined receivables of $0.3 million from two customers whose board of directors included a member who was also a member of the Company’s Board.

On February 8, 2022, the Company completed an insignificant acquisition, which was associated with the 2021 acquisition of RxDataScience, Inc., through an arm’s-length transaction. A member of the Company’s management was a minority shareholder of the acquired company. For additional information, refer to “Note 2 – Financial Statements Details – Goodwill.”

For the three and six months ended June 30, 2021, the Company had combined revenue of $1.2 million and $1.9 million, respectively, and, as of June 30, 2021, combined receivables of $1.6 million from two customers whose board of directors each included a member who was also a member of the Company’s Board.

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16. Commitments and Contingencies

Legal Proceedings

In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than Vaitkuvienë v. Syneos Health, Inc., et al, No. 18-0029 (E.D.N.C.) (the “Vaitkuvienë action”), if decided adversely, is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. There have been no updates from the description of the Vaitkuvienë action included in “Note 17 – Commitments and Contingencies” to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2021 Form 10-K.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (our “2021 Form 10-K”).

In addition to historical condensed consolidated financial information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such, including our business strategy, the future impact of the COVID-19 pandemic on our business, financial results, and financial condition, impacts from economic trends including inflation and increased interest rates, benefits of acquisitions, and planned capital expenditures. Without limiting the foregoing, the words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “projects,” “should,” “would,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following: risks associated with the COVID-19 pandemic; our potential failure to generate a large number of new business awards and the risk of delay, termination, reduction in scope, or failure to go to contract of our business awards; our potential failure to convert backlog to revenue; fluctuations in our operating results and effective income tax rate; the impact of potentially underpricing our contracts, overrunning our cost estimates, or failing to receive approval for or experiencing delays with documentation of change orders; cyber-security and other risks associated with our information systems infrastructure; changes and costs of compliance with regulations related to data privacy; concentration of our customers or therapeutic areas; the risks associated with doing business internationally, including risks related to the war in Ukraine; challenges by tax authorities of our intercompany transfer pricing policies; our potential failure to successfully increase our market share, grow our business, and execute our growth strategies; our ability to effectively upgrade our information systems; our failure to perform our services in accordance with contractual requirements, regulatory standards, and ethical considerations; risks related to the management of clinical trials; the need to hire, develop, and retain key personnel; the impact of unfavorable economic conditions, including the uncertain international economic environment and changes in foreign currency exchange rates; effective income tax rate fluctuations; our ability to protect our intellectual property; risks related to our acquisition strategy, including our ability to realize synergies; our relationships with customers who are in competition with each other; any failure to realize the full value of our goodwill and intangible assets; risks related to restructuring; our compliance with anti-corruption and anti-bribery laws; our dependence on third parties; potential employment liability; the increasing focus on environmental sustainability and social initiatives; our ability to utilize net operating loss carryforwards and other tax attributes; downgrades of our credit ratings; competition in the biopharmaceutical services industry; outsourcing trends and changes in aggregate spending and research and development budgets; the impact of, including changes in, government regulations and healthcare reform; intense competition faced by our customers from lower cost generic products and other competing products; our ability to keep pace with rapid technological

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change; the cost of and our ability to service our substantial indebtedness; and other risks related to ownership of our common stock. For a further discussion of the risks relating to our business, refer to Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K.

Overview of Our Business and Services

We are the only fully integrated biopharmaceutical solutions organization purpose-built to accelerate customer success. We lead with a product development mindset, strategically blending clinical development, medical affairs, and commercial capabilities to address modern market realities for customers in the biopharmaceutical, biotechnology, and healthcare industries. We offer both stand-alone and integrated biopharmaceutical product development solutions ranging from early phase (Phase I) clinical trials to the full commercialization of biopharmaceutical products, with the goal of increasing the likelihood of regulatory approval and commercial success.

Our operations are divided into two reportable segments, Clinical Solutions and Commercial Solutions. Our Clinical Solutions segment offers comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phases I to IV of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-service clinical studies, real world evidence, and consulting. Our Commercial Solutions segment provides commercialization services, including deployment solutions, communication solutions (public relations, advertising, and medical communications), and consulting services. We integrate our clinical and commercial capabilities into customized solutions by sharing knowledge, data, and insights. This collaboration across the development and commercialization continuum facilitates unique insights into patient populations, therapeutic environments, product timelines, and the competitive landscape. For a further discussion, refer to Part I, Item 1, “Business” in our 2021 Form 10-K.

The ongoing COVID-19 pandemic and associated economic repercussions have significantly impacted, and are expected to continue to impact, our business and our operations. Within Clinical Solutions, the pandemic has accelerated the adoption of virtual engagement with sites and patients, creating increased demand for decentralized solutions capabilities. As a result, we have continued to experience reduced travel and other reimbursable out-of-pocket expenses related to lower physical monitoring visits for Clinical Solutions relative to pre-pandemic levels. We have also experienced a reduction in the costs associated with investigational medicinal products, which has also resulted in lower reimbursable out-of-pocket expenses. Within Commercial Solutions, we have continued to experience fewer field team visits to healthcare providers and increased virtual investigator meetings. Therefore, we expect reimbursable out-of-pocket expenses as a percentage of revenue to remain lower relative to pre-pandemic levels. With the spread of COVID-19 variants, the ongoing impacts of the COVID-19 pandemic could adversely impact our business and results of operations. For a further discussion of this and other risks relating to our business, refer to Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K.

Prior period segment results have been recast to conform to insignificant changes to management reporting in 2022.

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New Business Awards and Backlog

We add new business awards to backlog when we enter into a contract or when we receive a written commitment from the customer selecting us as a service provider, provided that:

•

collection of the award value is probable;

•

the project or projects are expected to commence within a certain period of time from the end of the quarter in which the award was granted;

•

project contingencies such as the outcome of other clinical trials, funding approvals, or other events, are not anticipated to prevent the project or projects from commencing in accordance with the expected timeline;

•

the customer has entered or intends to enter into a comprehensive contract as soon as practicable; and

•

for awards related to deployment solutions and functional service provider offerings, a maximum of twelve months of services are included in the award value.

In addition, we continually evaluate our backlog to determine if any of the previously awarded work is no longer expected to be performed, regardless of whether we have received formal cancellation notice from the customer. If we determine that any previously awarded work is no longer probable of being performed, we remove the value from our backlog based on the risk of cancellation. We recognize revenue from these awards as services are performed, provided we have received proper authorization from the customer.

We report new business awards for our Clinical Solutions and Commercial Solutions segments on a trailing twelve months (“TTM”) basis. Our total backlog represents backlog for our Clinical Solutions segment and the deployment solutions offering within our Commercial Solutions segment. We do not report backlog for the remaining service offerings in the Commercial Solutions segment.

Backlog

Our backlog consists of anticipated future revenue from business awards that either have not started, or that are in process and have not been completed. Our backlog also reflects any cancellation or adjustment activity related to these awards. The average duration of our contracts will fluctuate from period to period based on the contracts comprising our backlog at any given time. The majority of our contracts contain early termination provisions that typically require notice periods ranging from 30 to 90 days.

Our backlog as of June 30 was as follows (in millions):


	2022		2021		Change
Clinical Solutions	$	10,634.4	$	10,972.6	$	(338.2	)	(3.1	)%
Commercial Solutions - Deployment Solutions		821.6		718.4		103.2		14.4	%
Total backlog	$	11,456.0	$	11,691.0	$	(235.0	)	(2.0	)%

We expect approximately $2.45 billion of our backlog as of June 30, 2022 will be recognized as revenue during the remainder of 2022. We adjust the amount of our backlog each quarter for the effects of fluctuations in foreign currency exchange rates.

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Net New Business Awards

New business awards, net of cancellations, for the TTM periods ended June 30 were as follows (in millions):


	2022		2021
Clinical Solutions	$	3,901.5	$	4,983.2
Commercial Solutions		1,400.3		1,245.7
Total net new business awards	$	5,301.8	$	6,228.9

New business awards have varied and may continue to vary significantly from quarter to quarter. Fluctuations in our net new business award levels often result from the fact that we may receive a small number of relatively large orders in any given reporting period. Because of these large orders, our backlog and net new business awards in a reporting period may reach levels that are not sustainable in subsequent reporting periods.

We believe that our backlog and net new business awards might not be consistent indicators of future revenue because they have been, and likely will continue to be, affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, and changes to the scope of work during the course of projects. Additionally, projects may be canceled or delayed by the customer or regulatory authorities. Net new business awards and backlog have been and we expect will continue to be affected by the broad effects of the COVID-19 pandemic on the global economy and major financial markets, as well as various other risks and uncertainties detailed in Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K. We generally do not have a contractual right to the full amount of the awards reflected in our backlog. If a customer cancels an award, we might be reimbursed for the costs we have incurred. As we increasingly compete for and enter into large contracts that are more global in nature, we expect that the rate at which our backlog and net new business awards convert into revenue is likely to decrease, and the duration of projects and the period over which related revenue is recognized to lengthen. For more information about risks related to our backlog see Part I, Item 1A, “Risk Factors – Risks Related to Our Business – Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected in our backlog.” in our 2021 Form 10-K.

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Results of Operations

The following table sets forth amounts from our condensed consolidated statements of income along with dollar and percentage changes (in thousands, except percentages):


	Three Months Ended June 30,
	2022		2021		Change
Revenue	$	1,360,739	$	1,282,611	$	78,128		6.1	%
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)		1,034,897		992,581		42,316		4.3	%
Selling, general, and administrative expenses		139,040		144,669		(5,629	)	(3.9	)%
Restructuring and other costs		8,983		3,966		5,017		126.5	%
Depreciation and amortization		61,221		57,711		3,510		6.1	%
Total operating expenses		1,244,141		1,198,927		45,214		3.8	%
Income from operations		116,598		83,684		32,914		39.3	%
Total other expense, net		12,914		32,645		(19,731	)	(60.4	)%
Income before provision for income taxes		103,684		51,039		52,645		103.1	%
Income tax expense		25,940		9,134		16,806		184.0	%
Net income	$	77,744	$	41,905	$	35,839		85.5	%

	Six Months Ended June 30,
	2022		2021		Change
Revenue	$	2,696,992	$	2,491,356	$	205,636		8.3	%
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)		2,079,329		1,937,831		141,498		7.3	%
Selling, general, and administrative expenses		279,206		281,983		(2,777	)	(1.0	)%
Restructuring and other costs		24,540		11,194		13,346		119.2	%
Depreciation and amortization		123,423		115,649		7,774		6.7	%
Total operating expenses		2,506,498		2,346,657		159,841		6.8	%
Income from operations		190,494		144,699		45,795		31.6	%
Total other expense, net		33,318		46,649		(13,331	)	(28.6	)%
Income before provision for income taxes		157,176		98,050		59,126		60.3	%
Income tax expense		33,256		17,421		15,835		90.9	%
Net income	$	123,920	$	80,629	$	43,291		53.7	%

Revenue

For the three months ended June 30, 2022, our revenue increased by $78.1 million, or 6.1%, to $1,360.7 million from $1,282.6 million for the three months ended June 30, 2021. For the six months ended June 30, 2022, our revenue increased by $205.6 million, or 8.3%, to $2,697.0 million from $2,491.4 million for the six months ended June 30, 2021. The increases were primarily driven by growth in both our Clinical Solutions and Commercial Solutions segments as discussed below.

No single customer accounted for greater than 10% of our total consolidated revenue for the three and six months ended June 30, 2022 or 2021. Revenue from our top five customers accounted for approximately 23% of revenue for both the three and six months ended June 30, 2022, and 22% of revenue for both the three and six months ended June 30, 2021.

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Revenue for each of our segments was as follows (dollars in thousands):


	Three Months Ended June 30,
	2022		% of total			2021		% of total			Change
Clinical Solutions	$	1,025,715		75.4	%	$	992,936		77.4	%	$	32,779	3.3	%
Commercial Solutions		335,024		24.6	%		289,675		22.6	%		45,349	15.7	%
Total revenue	$	1,360,739				$	1,282,611				$	78,128	6.1	%

	Six Months Ended June 30,
	2022		% of total			2021		% of total			Change
Clinical Solutions	$	2,044,085		75.8	%	$	1,932,503		77.6	%	$	111,582	5.8	%
Commercial Solutions		652,907		24.2	%		558,853		22.4	%		94,054	16.8	%
Total revenue	$	2,696,992				$	2,491,356				$	205,636	8.3	%

Clinical Solutions

For the three and six months ended June 30, 2022, revenue attributable to our Clinical Solutions segment increased compared to the same periods in the prior year, primarily driven by increased project start-ups related to large pharmaceutical customers and, to a lesser extent, the acquisitions of StudyKIK Corporation and RxDataScience, Inc. in the second half of 2021. These increases were partially offset by decreases in revenue from projects related to COVID-19, which generally experience higher reimbursable out-of-pocket expenses. For the three and six months ended June 30, 2022, revenue was negatively impacted by $22.9 million and $34.7 million, respectively, from fluctuations in foreign currency exchange rates compared to the same periods in the prior year.

The impact from the COVID-19 pandemic on our Clinical Solutions revenue continues to decrease. We believe the primary ongoing impact to revenue from the COVID-19 pandemic relates to increased demand for decentralized solutions capabilities including remote monitoring, which results in lower reimbursable out-of-pocket expenses. Therefore, we expect reimbursable out-of-pocket expenses as a percentage of revenue to remain lower relative to pre-pandemic levels.

The war in Ukraine has not had a material impact on our revenue; however, that could change depending on the magnitude of the conflict and the imposition of additional sanctions by the United States (“U.S.”) and other countries. We continue to adapt our strategic approach as the crisis persists and we are continuing our risk assessments in neighboring countries to be proactive about potential future challenges. Banking and economic sanctions imposed on Russia continue to present challenges to clinical trials. We are monitoring these sanctions to ensure we are in compliance and we are adapting our operations to address both the sanctions and the increasing logistical challenges of conducting trials in Russia. At this time, we are continuing to service patients in Ukraine and Russia in existing trials where possible. We are generally no longer initiating new clinical trial activities in either Ukraine or Russia, though we may do so on a case-by-case basis. Any impacts to our revenue are expected to be temporary in nature as we work with customers to explore alternate sources of recruiting new patients, including potentially activating sites in other regions.

Commercial Solutions

For the three and six months ended June 30, 2022, revenue attributable to our Commercial Solutions segment increased compared to the same periods in the prior year, primarily driven by increased project start-ups, including new deployments of field teams. For the three and six months ended June 30, 2022, revenue was negatively impacted by $5.3 million and $7.5 million, respectively, from fluctuations in foreign currency exchange rates compared to the same periods in the prior year.

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The impact from the COVID-19 pandemic on our Commercial Solutions revenue continues to decrease. We believe the primary ongoing impacts to revenue relate to declines in field team visits to healthcare providers and increased virtual investigator meetings, which result in lower reimbursable out-of-pocket expenses. Therefore, we expect reimbursable out-of-pocket expenses as a percentage of revenue to remain lower relative to pre-pandemic levels.

Direct Costs

Direct costs consist principally of compensation expense and benefits associated with our employees and other employee-related costs, and reimbursable out-of-pocket expenses directly related to delivering on our projects. While we have some ability to manage the majority of these costs relative to the amount of contracted services we have during any given period, direct costs as a percentage of revenue can vary from period to period. Such fluctuations are due to a variety of factors, including, among others: (i) the level of staff utilization on our projects; (ii) adjustments to the timing of work on specific customer contracts; (iii) the experience mix of personnel assigned to projects; (iv) the service mix and pricing of our contracts; and (v) the timing of the incurrence of reimbursable out-of-pocket expenses. Relative to pre-pandemic levels, we continue to experience reduced travel and other reimbursable out-of-pocket expenses related to lower physical monitoring visits for Clinical Solutions, as well as fewer field team visits to healthcare providers and investigator meetings for Commercial Solutions. As discussed above, we expect reimbursable out-of-pocket expenses to remain lower relative to pre-pandemic levels.

Direct costs were as follows (dollars in thousands):


	Three Months Ended June 30,
	2022			2021			Change
Direct costs (exclusive of depreciation and amortization)	$	1,034,897		$	992,581		$	42,316	4.3	%
% of revenue		76.1	%		77.4	%
Gross margin %		23.9	%		22.6	%

	Six Months Ended June 30,
	2022			2021			Change
Direct costs (exclusive of depreciation and amortization)	$	2,079,329		$	1,937,831		$	141,498	7.3	%
% of revenue		77.1	%		77.8	%
Gross margin %		22.9	%		22.2	%

For the three months ended June 30, 2022, our direct costs increased by $42.3 million, or 4.3%, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, our direct costs increased by $141.5 million, or 7.3%, compared to the six months ended June 30, 2021. The increases were primarily driven by increased billable headcount to support revenue growth.

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Clinical Solutions

Direct costs for our Clinical Solutions segment, excluding share-based compensation expense, were as follows (dollars in thousands):


	Three Months Ended June 30,
	2022			2021			Change
Direct costs	$	753,451		$	752,171		$	1,280	0.2	%
% of segment revenue		73.5	%		75.8	%
Segment gross margin %		26.5	%		24.2	%

	Six Months Ended June 30,
	2022			2021			Change
Direct costs	$	1,528,119		$	1,469,526		$	58,593	4.0	%
% of segment revenue		74.8	%		76.0	%
Segment gross margin %		25.2	%		24.0	%

For the three months ended June 30, 2022, our Clinical Solutions segment direct costs increased by $1.3 million, or 0.2%, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, our Clinical Solutions segment direct costs increased by $58.6 million, or 4.0%, compared to the six months ended June 30, 2021. The increases were primarily driven by increased billable headcount to support revenue growth. The increases were partially offset by positive impacts from fluctuations in foreign currency exchange rates, lower reimbursable out-of-pocket expenses related to COVID-19 projects, and our ForwardBound margin enhancement initiative.

Gross margins for our Clinical Solutions segment were 26.5% and 24.2% for the three months ended June 30, 2022 and 2021, respectively, and 25.2% and 24.0% for the six months ended June 30, 2022 and 2021, respectively. Gross margins were higher during the current year periods as compared to the same periods in the prior year primarily due to lower reimbursable out-of-pocket expenses and positive impacts from fluctuations in foreign exchange rates, partially offset by increased billable headcount costs and a larger proportion of contract labor.

Commercial Solutions

Direct costs for our Commercial Solutions segment, excluding share-based compensation expense, were as follows (dollars in thousands):


	Three Months Ended June 30,
	2022			2021			Change
Direct costs	$	273,578		$	232,283		$	41,295	17.8	%
% of segment revenue		81.7	%		80.2	%
Segment gross margin %		18.3	%		19.8	%

	Six Months Ended June 30,
	2022			2021			Change
Direct costs	$	534,543		$	451,083		$	83,460	18.5	%
% of segment revenue		81.9	%		80.7	%
Segment gross margin %		18.1	%		19.3	%

For the three months ended June 30, 2022, our Commercial Solutions segment direct costs increased by $41.3 million, or 17.8%, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, our Commercial Solutions segment direct costs increased by $83.5 million, or 18.5%, compared to the six months ended June 30, 2021. These increases were primarily driven by increased billable headcount to support revenue growth.

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Gross margins for our Commercial Solutions segment were 18.3% and 19.8% for the three months ended June 30, 2022 and 2021, respectively, and 18.1% and 19.3% for the six months ended June 30, 2022 and 2021, respectively. Gross margins were lower during the current year periods as compared to the same periods in the prior year due to a less favorable revenue mix.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were as follows (dollars in thousands):


	Three Months Ended June 30,
	2022			2021			Change
Selling, general, and administrative expenses	$	139,040		$	144,669		$	(5,629	)	(3.9	)%
% of total revenue		10.2	%		11.3	%

	Six Months Ended June 30,
	2022			2021			Change
Selling, general, and administrative expenses	$	279,206		$	281,983		$	(2,777	)	(1.0	)%
% of total revenue		10.4	%		11.3	%

Selling, general, and administrative expenses for the three and six months ended June 30, 2022 decreased compared to the same periods in 2021 primarily due to lower transaction, integration-related, and other expenses. These decreases were partially offset by increased headcount. Selling, general, and administrative expenses for the three and six months ended June 30, 2022 included costs resulting from the war in Ukraine, including incremental costs related to impacted employees and ongoing assessment of imposed sanctions.

Restructuring and Other Costs

Restructuring and other costs were $9.0 million and $4.0 million for the three months ended June 30, 2022 and 2021, respectively, and $24.5 million and $11.2 million for the six months ended June 30, 2022 and 2021, respectively. The costs incurred during the three and six months ended June 30, 2022 and 2021 were primarily related to our ForwardBound margin enhancement initiative as we continue the ongoing evaluations of our workforce and facilities infrastructure needs in an effort to optimize our resources. ForwardBound includes optimization programs across our entire business. During the first half of 2022, these ForwardBound initiatives included specific actions focused on streamlining the operations of our Clinical Solutions segment to optimize efficiency and enhance the delivery of customer projects.

Restructuring and other costs consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Employee severance and benefit costs	$	2,368	$	2,084	$	17,188	$	8,377
Facility and lease termination costs		3,671		1,882		3,352		2,770
Other costs		2,944		—		4,000		47
Total restructuring and other costs	$	8,983	$	3,966	$	24,540	$	11,194

We expect to continue to incur costs related to the restructuring of our operations in order to achieve cost savings and the targeted synergies related to our acquisitions. However, the timing and the amount of these costs depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of our combined operations. We may also continue to incur additional restructuring and other costs during 2022 and beyond related to our ForwardBound margin enhancement initiative.

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Depreciation and Amortization Expense

Total depreciation and amortization expense was $61.2 million and $57.7 million for the three months ended June 30, 2022 and 2021, respectively, and $123.4 million and $115.6 million for the six months ended June 30, 2022 and 2021, respectively. The increases in total depreciation and amortization expense in the current year compared to the prior year periods were primarily due to vehicle fleet leases, internal-use software, and intangible assets from acquisitions completed in the second half of 2021.

Total Other Expense, Net

Total other expense, net consisted of the following (dollars in thousands):


	Three Months Ended June 30,
	2022			2021			Change
Interest income	$	(36	)	$	—		$	(36	)	n/m
Interest expense		18,102			22,619			(4,517	)		(20.0	)%
Loss on extinguishment of debt		—			2,199			(2,199	)		(100.0	)%
Other (income) expense, net		(5,152	)		7,827			(12,979	)	n/m
Total other expense, net	$	12,914		$	32,645		$	(19,731	)		(60.4	)%

	Six Months Ended June 30,
	2022			2021			Change
Interest income	$	(39	)	$	(71	)	$	32			45.1	%
Interest expense		33,867			45,947			(12,080	)		(26.3	)%
Loss on extinguishment of debt		—			2,802			(2,802	)		(100.0	)%
Other income, net		(510	)		(2,029	)		1,519			74.9	%
Total other expense, net	$	33,318		$	46,649		$	(13,331	)		(28.6	)%

Total other expense, net was $12.9 million and $32.6 million for the three months ended June 30, 2022 and 2021, respectively, and $33.3 million and $46.6 million for the six months ended June 30, 2022 and 2021, respectively. The decreases in interest expense were primarily due to reductions in our higher interest rate debt as a result of debt prepayments and refinancing transactions. Due to market forecasts for the London Inter-bank Offered Rate (“LIBOR”), we believe we may experience higher interest expense during the remainder of the year relative to the first half. Other (income) expense, net primarily consists of foreign currency gains and losses that result from exchange rate fluctuations on our monetary asset balances denominated in currencies other than our functional currency, other gains and losses related to investments, and contingent consideration related to divested businesses.

Income Tax Expense

For the three and six months ended June 30, 2022, we recorded income tax expense of $25.9 million and $33.3 million, respectively, compared to pre-tax income of $103.7 million and $157.2 million, respectively. Income tax expense for the three and six months ended June 30, 2022 included discrete tax benefits of $0.3 million and $6.4 million, respectively, primarily related to excess tax benefits from share-based compensation. The effective tax rates for the three and six months ended June 30, 2022, excluding discrete items, varied from the U.S. federal statutory income tax rate of 21.0% primarily due to state and local taxes on U.S. income, foreign income inclusions such as the Global Intangible Low-Taxed Income (“GILTI”) provisions, and research and development credits.

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For the three and six months ended June 30, 2021, we recorded income tax expense of $9.1 million and $17.4 million, respectively, compared to pre-tax income of $51.0 million and $98.1 million, respectively. Income tax expense for the three and six months ended June 30, 2021 included discrete tax benefits of $2.2 million and $5.8 million, respectively, primarily related to excess tax benefits from share-based compensation. The effective tax rates for the three and six months ended June 30, 2021, excluding discrete items, varied from the U.S. federal statutory income tax rate of 21.0% primarily due to foreign tax credits, foreign income inclusions such as the GILTI provisions, and state and local taxes on U.S. income.

We currently maintain a valuation allowance against a portion of our state deferred tax assets and a portion of our foreign deferred tax assets as of June 30, 2022. We intend to continue to maintain a valuation allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.

Liquidity and Capital Resources

Key measures of our liquidity were as follows (in thousands):


	June 30, 2022		December 31, 2021
Balance sheet statistics:
Cash and cash equivalents	$	105,880	$	106,363
Restricted cash		108		112
Working capital (excluding restricted cash)		174,304		112,228

As of June 30, 2022, we had $106.0 million of cash, cash equivalents, and restricted cash. As of June 30, 2022, substantially all of our cash, cash equivalents, and restricted cash was held within the U.S. In addition, we had $550.9 million (net of $14.1 million in outstanding letters of credit (“LOCs”)) available for borrowing under our revolving credit facility (the “Revolver”), of which $135.9 million was available for LOCs.

We have historically funded our operations and growth, including acquisitions, primarily with our working capital, cash flow from operations, and funds available through various borrowing arrangements. Our principal liquidity requirements are to fund our debt service obligations, capital expenditures, expansion of service offerings, possible acquisitions, integration and restructuring costs, geographic expansion, stock repurchases, working capital, and other general corporate expenses. Cash flow from operations also could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic on the global economy and major financial markets, as well as other risks detailed in Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K. Based on past performance and current expectations, we believe our cash and cash equivalents, cash generated from operations, and funds available under the Revolver will be sufficient to meet our working capital needs, capital expenditures, scheduled debt and interest payments, income tax obligations, and other currently anticipated liquidity requirements for at least the next 12 months.

Indebtedness

As of June 30, 2022, we had approximately $2.89 billion of total principal indebtedness (including $73.1 million in finance lease obligations), consisting of $1.79 billion in term loan debt, $35.0 million under our Revolver, $600.0 million of senior notes (the “Notes”), and $400.0 million in borrowings against our accounts receivable financing agreement. See “Note 4 – Long-Term Debt Obligations” of our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q as well as Part II, Item 7 of our 2021 Form 10-K for additional details regarding our long-term debt arrangements.

Our long-term debt arrangements contain customary restrictive covenants and, as of June 30, 2022, we were in compliance with all applicable debt covenants.

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Interest Rates

We have entered into various interest rate swaps to mitigate our exposure to changes in interest rates on our term loan. As of June 30, 2022, the percentage of our total principal debt (excluding finance leases) that is subject to fixed interest rates was approximately 59%. Each quarter-point increase or decrease in the applicable floating interest rate as of June 30, 2022 would change our annual interest expense by approximately $2.9 million.

Stock Repurchase Programs

During the three months ended June 30, 2022, there were no share repurchases under either the 2021 Stock Repurchase Program or the 2022 Stock Repurchase Program. See “Note 8 – Shareholders’ Equity” of our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

As of June 30, 2022, we had remaining authorization to repurchase up to $350.0 million of shares of our common stock under the 2022 Stock Repurchase Program.

Cash, Cash Equivalents and Restricted Cash

Our cash flows from operating, investing, and financing activities were as follows (in thousands):


	Six Months Ended June 30,
	2022			2021			Change
Net cash provided by operating activities	$	170,789		$	215,795		$	(45,006	)
Net cash used in investing activities		(51,063	)		(31,280	)		(19,783	)
Net cash used in financing activities		(134,519	)		(190,823	)		56,304

Cash Flows from Operating Activities

Cash flows provided by operating activities decreased by $45.0 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The decrease is primarily due to negative changes in operating assets and liabilities relative to the prior year period, partially offset by higher cash-related net income. Fluctuations in accounts receivable, unbilled services (including contract assets), and deferred revenue occur on a regular basis as we perform services, achieve milestones or other billing criteria, send invoices to customers, and collect outstanding accounts receivable. This activity varies by individual customer and contract. We attempt to negotiate payment terms that provide for payment of services prior to or soon after the provision of services, but the levels of accounts receivable, unbilled services (including contract assets), and deferred revenue can vary significantly from period to period.

Cash Flows from Investing Activities

For the six months ended June 30, 2022, we used $51.1 million in cash for investing activities, which included $47.9 million for purchases of property and equipment. We continue to closely monitor our capital expenditures while making strategic investments in the development of our information technology infrastructure to meet the needs of our workforce, enable efficiencies, reduce business continuity risks, and conform to changes in governing rules and regulations.

For the six months ended June 30, 2021, we used $31.3 million in cash for investing activities, which consisted of $14.6 million of payments related to acquisitions and $22.3 million for purchases of property and equipment, partially offset by proceeds of $5.0 million from notes receivable from a divestiture and $0.7 million from unconsolidated affiliates.

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Cash Flows from Financing Activities

For the six months ended June 30, 2022, we used $134.5 million in cash for financing activities, which consisted primarily of repurchases of our common stock and payments related to tax withholdings for share-based compensation. These payments were partially offset by net proceeds from our Revolver.

For the six months ended June 30, 2021, we used $190.8 million in cash for financing activities, which consisted primarily of repurchases of our common stock, net repayments of long-term debt, and payments related to tax withholdings for share-based compensation. These payments were partially offset by proceeds from our accounts receivable financing agreement.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the period, as well as disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, valuation of goodwill and identifiable intangibles, and tax-related contingencies and valuation allowances. These estimates are based on the information available to management at the time these estimates, judgments, and assumptions are made. Actual results may differ materially from these estimates. There have been no significant changes to our critical accounting policies and estimates from those disclosed in our 2021 Form 10-K. For additional information on all of our critical accounting policies and estimates, refer to Part II – Item 7 – Management’s Discussion and Analysis included in our 2021 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our 2021 Form 10-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are party to legal proceedings incidental to our business. While our management currently believes the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our consolidated financial statements, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our financial condition and results of operations.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in our 2021 Form 10-K. For a detailed discussion of risk factors affecting us, refer to Part I, Item 1A, “Risk Factors” in that report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

Recent Sales of Unregistered Securities

Not applicable.

Purchases of Equity Securities by the Issuer

On November 17, 2020, our Board authorized the repurchase of up to an aggregate of $300.0 million of our Class A common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or through privately negotiated transactions through December 31, 2022 (the “2021 Stock Repurchase Program”). The 2021 Stock Repurchase Program took effect on January 1, 2021.

On May 25, 2022, our Board approved a new stock repurchase program (the “2022 Stock Repurchase Program”) that took effect immediately and replaced the 2021 Stock Repurchase Program. The 2022 Stock Repurchase Program authorizes the repurchase of up to an aggregate of $350.0 million of our Class A common stock, par value $0.01, and will expire on December 31, 2024. Share repurchases are funded primarily with our working capital, cash flow from operations, and funds available through various borrowing arrangements.

The 2022 Stock Repurchase Program does not obligate us to repurchase any particular amount of our Class A common stock, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by our management based on a variety of factors such as the market price of our Class A common stock, our corporate cash requirements, and overall market conditions. The 2022 Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and applicable Nasdaq rules. We may also repurchase shares of our Class A common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of our Class A common stock to be repurchased when we might otherwise be precluded from doing so by law.

There were no share repurchases for the three months ended June 30, 2022, under either the 2021 Stock Repurchase Program or the 2022 Stock Repurchase Program. As of June 30, 2022, we have remaining authorization to repurchase up to $350.0 million of shares of our Class A common stock under the 2022 Stock Repurchase Program.

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Item 5. Other Information.

On August 1, 2022, Syneos Health, Inc. (the “Company”) and Paul Colvin agreed that Mr. Colvin would separate from his employment with the Company and its subsidiaries, effective September 30, 2022. In addition, Mr. Colvin stepped down from his role as Chief Business Officer and all other offices with the Company effective June 30, 2022 (which role was not considered an “executive officer” under Rule 3b-7 of the Securities Exchange Act of 1934, as amended). In connection with his separation, Mr. Colvin will be entitled to severance payments and benefits under the Company’s Executive Severance Plan, subject to his execution and non-revocation of a general release of claims.

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Item 6. Exhibits


		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of Incorporation of INC Research Holdings, Inc.	8-K	001-36730	3.1	August 1, 2017
3.2	Certificate of Amendment of Certificate of Incorporation of Syneos Health, Inc.	8-K	001-36730	3.1	January 8, 2018
3.3	Certificate of Amendment to the Certificate of Incorporation of Syneos Health, Inc.	8-K	001-36730	3.1	June 1, 2022
3.4	Third Amended and Restated Bylaws of Syneos Health, Inc.	8-K	001-36730	3.2	June 1, 2022
4.1	Fourth Supplemental Indenture, dated as of April 5, 2022, among the Guaranteeing Subsidiaries, the Company, the other Guarantors, and Wells Fargo Bank, National Association, as trustee.	10-Q	001-36730	4.1	April 28, 2022
10.1	Letter Agreement between Syneos Health, Inc. and Michelle Keefe, dated April 29, 2022.	8-K	001-36730	10.1	April 29, 2022
10.2	Letter Agreement between Syneos Health, Inc. and Michael Brooks, dated April 29, 2022.	8-K	001-36730	10.2	April 29, 2022
10.3	Consulting Agreement between Syneos Health, Inc. and Alistair Macdonald, dated April 29, 2022.	8-K	001-36730	10.4	April 29, 2022
10.4	Agreement between Syneos Health UK Limited and Alistair Macdonald, dated April 29, 2022 and July 8, 2022.	—	—	—	Filed herewith
10.5	Deed of Amendment related to the Consulting Agreement and Settlement Agreement between Syneos Health UK Limited, Syneos Health, Inc. and Alistair Macdonald, dated June 29, 2022.	—	—	—	Filed herewith
10.6	Form of Global Restricted Stock Unit Award Agreement under Syneos Health, Inc. 2018 Equity Incentive Plan (U.S. Participants) (2022).	—	—	—	Filed herewith
10.7	Form of Indemnification and Advancement Agreement.	—	—	—	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.	—	—	—	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	—	—	—	Filed herewith

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101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Filed herewith
101.PRE	Inline Taxonomy Extension Presentation Linkbase Document.	—	—	—	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	—	—	—	Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		SYNEOS HEALTH, INC.


Date: August 1, 2022	BY:	/s/ Jason Meggs
		Jason Meggs
		Chief Financial Officer (Principal Financial Officer)

Exhibit 10.4

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

THIS DEED is made on April 29, 2022 and again on 08 July 2022

BETWEEN

(1) SYNEOS HEALTH UK LIMITED, a company registered in England with registered number 04428083 and having its registered office at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, England, GU14 7BF (the “Company”); and

(2) ALISTAIR MACDONALD, residing at Wilton House, 13 Sunning Avenue, Sunningdale, Berkshire, SL5 9PN (“you” or the “Executive”).

BACKGROUND

(A) You will step down as Chief Executive Officer of the Company on April 29, 2022 and your employment with the Company will terminate on June 30, 2022. With effect from June 30, 2022 you will provide services to the Company under the Consulting Agreement (as defined below);

(B) The parties have entered into this Agreement for the purposes of recording and implementing the terms that they have agreed as full and final settlement of the Claims and any and all other claims that you have and/or may have against the Company and any Group Company (as defined below) whether or not they are or could be in the contemplation of the parties at the date of this Agreement;

(C) The parties agree that the conditions regulating settlement agreements under the Acts (as defined below) are satisfied by this Agreement;

(D) The Company is entering into this Agreement for itself and for all Group Companies, and is duly authorised to do so in that respect;

(E) The Agreement shall be signed twice by both parties, the First Signing Date shall be on agreement of the terms and the Second Signing Date shall be on or within fourteen days of the Separation Date; and

(F) The warranties, waivers, undertakings and other terms of Clause 7 and Clause 8 are given at the First Signing Date and again at the Second Signing Date.

IT IS AGREED as follows:

Definitions and interpretation

1.1

Definitions

In this Agreement, unless the context otherwise requires:

“the Acts” means the Employment Rights Act 1996 section 203(3), the Equality Act 2010, section 147, the Trade Union and Labour Relations (Consolidation) Act 1992 section 288(2B), the Working Time Regulations 1998 regulation 35(2)(b), the National Minimum Wage Act 1998 section 49(3)(a)

“Claims” means the claims that you believe that you have against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents, being:

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(i)

for breach of contract arising out of your employment, or termination of the employment, or otherwise;

(ii)

for unfair dismissal under the Employment Rights Act 1996;

(iii)

in relation to unauthorized deductions from wages;

(iv)

for working time or holiday pay under the Working Time Regulations 1998;

(v)

for direct or indirect discrimination, harassment or victimisation on grounds of sex, marital or civil partner status, gender reassignment or maternity and any claim for harassment of a sexual nature, under section 120 of the Equality Act 2010;

(vi)

for direct or indirect discrimination, harassment or victimisation on grounds of colour, race, nationality or ethnic or national origin, under section 120 of the Equality Act 2010;

(vii)

for direct or indirect discrimination, harassment or victimisation on grounds of sexual orientation under section 120 of the Equality Act 2010;

(viii)

for direct or indirect discrimination, harassment or victimisation on grounds of religion or belief under section 120 of the Equality Act 2010;

(ix)

for direct or indirect discrimination, harassment or victimisation on grounds of age under section 120 of the Equality Act 2010;

(x)

for direct or indirect discrimination, harassment or victimisation on grounds of or related to disability and/or discrimination arising from disability and/or any claim for breach of the duty to make reasonable adjustments under section 120 of the Equality Act 2010

(xi)

for breach of contract or any other rights to or in respect of shares or other securities or securities based incentives (individually and together “Share Incentives”) in the Company or any Group Company, other than in respect of the Retained Awards;

(xii)

for a statutory redundancy payment;

(xiii)

for unlawful detriment under the Employment Rights Act 1996;

(xiv)

for failure to pay the national minimum wage;

(xv)

under the Public Interest Disclosure Act 1998; and

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(xvi)

or compensation under section 168 and/or section 169 of the Data Protection Act 2018


“Consulting Agreement”	means the agreement for your appointment as consultant and the provision of consulting services between you and Syneos Health, Inc., dated as of April 29, 2022
“Employment Contract”	means the Executive Service Agreement by and between the Company and you, dated July 27, 2016, as amended on April 1, 2017 and January 15, 2020
“First Signing Date”	means the first date this Agreement is signed by the parties
“Forfeited PRSU Awards”	means the unvested Syneos Health, Inc. Global Performance Restricted Stock Unit awards (or portions thereof) granted to you pursuant to the Syneos Equity Plan: (i) (i) on January 15, 2021 in respect of 23,574 Performance Restricted Stock Units; and (xvii) (ii) on January 18, 2022 in respect of 15,249 Performance Restricted Stock Units
“Group”	means the Company, any presently existing or future holding company or undertaking of the Company and any presently existing or future subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking (and the words “subsidiary” and “holding company” shall have the meanings given to them in section 1159 in the Companies Act 2006)
“Group Company”	means any company within the Group
“Retained Awards”	means the Syneos Health, Inc. Global Performance Restricted Stock Unit awards and Syneos Health, Inc. Global Restricted Stock Unit awards granted to you under the Syneos Equity Plan on 15 January 2020, 15 January 2021 and 18 January 2022, excluding the Forfeited PRSU Awards
“Schedule”	means a schedule to this Agreement
“Second Signing Date”	means the second date this Agreement is signed by the parties
“Separation Date”	means June 30, 2022
“Syneos Equity Plan”	means the Syneos Health, Inc. 2018 Equity Incentive Plan adopted by the Board of directors of Syneos Health, Inc. on 15 March 2018 and approved by the shareholders of Syneos Health, Inc. on 24 May 2018.

1.2

Interpretation and Construction

Save to the extent that the context or the express provisions of this Agreement require otherwise, in this Agreement:

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(a) words importing the singular shall include the plural and vice versa;

(b) words importing any gender shall include all other genders;

(c) references to any statute or statutory provision (including any subordinate legislation) include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(d) references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(e) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(f) the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.3

Headings

The headings in this Agreement are included for convenience only and shall be ignored in construing the Agreement.

Termination of Employment and offices

2.1

You will step down as Chief Executive Officer of the Company on April 29, 2022. You will continue to be employed by the Company as a board adviser until the Separation Date, at which point your employment with the Company will terminate. From May 15, 2022 you will not be required to attend the Company’s offices to perform duties other than to co-operate fully with the Company and assist in procuring an orderly handover of your duties to the person nominated by the Company.

2.2

You will do all such acts and things as the Company may require to effect your resignation from all other offices to which you were appointed in connection with or by reason of your employment by or appointment with the Company or any Group Company, including all trusteeships.

2.3

You acknowledge and agree that none of the execution of this Agreement, your resignation as Chief Executive Officer or termination of employment on the Separation Date or the Company’s appointment of a new Chief Executive Officer shall constitute a Qualifying Termination within the meaning of the Employment Contract between or among you, the Company and/or any Group Company.

2.4

This Agreement will be signed on the First Signing Date and again on the Second Signing Date. The Second Signing Date is to occur on or within fourteen days after the Separation Date. On the Second Signing Date all of the warranties, waivers, undertakings and other terms of Clause 7 and Clause 8 will be re-stated as at the Second Signing Date.

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Syneos Equity PLan

3.1

The Executive holds a number of vested and unvested equity awards granted under the Syneos Equity Plan (“Company Equity Awards”), and the Parties agree, and the Company agrees on behalf of Syneos Health, Inc., as follows in respect of such Company Equity Awards.

3.2

You acknowledge and agree that, effective as of the Separation Date, you shall forfeit the Forfeited PRSU Awards.

3.3

The Parties agree, and the Company agrees on behalf of Syneos Health, Inc. that, for the purposes of the Syneos Equity Plan, the termination of the Executive’s employment and appointment of the Executive as a consultant under the Consulting Agreement shall constitute a continuation of Service (as defined in the Syneos Equity Plan) and is a change of the Executive’s status from employee to consultant as contemplated by Section 14(a) of the Syneos Equity Plan.

3.4

Pursuant to Clause 3.3 above, all Retained Awards shall be unaffected by the termination of employment on the Separation Date, and shall therefore (to the extent unvested) continue to vest subject to and in accordance with their terms.

For the avoidance of doubt, the Retained Awards include the following awards projected for vesting in 2023:


RSUs
Grant	Vesting/Distribution	Units	Notes/Comments
20EXRSUCEO	JAN/15/2023	16,256	2020 Grant RSU Year 3
21EXRSUCEO	JAN/15/2023	15,716	2021 Grant RSU Year 2
22EXRSUCEO	JAN/18/2023	10,166	2022 Grant RSU Year 1
PRSU's
Grant	Vesting/Distribution	Units	Notes/Comments
20CEOPSU_R	MAR/15/2023	36,577.50	Target Units from 2020-22 3 year ROIC Performance
20CEOPSU_E	MAR/15/2023	4,308	Actual Units from 2020 EPS Performance
20CEOPSU_E	MAR/15/2023	8,209	Actual Units from 2021 EPS Performance
20CEOPSU_E	MAR/15/2023	12,192	Target Units from 2022 EPS Performance

3.5

Except as set out in Clause 3.2, and in accordance with the agreement in Clause 3.3 above, you will be entitled to retain or receive any vested amounts due to you under any employee benefit plan, program or policy of the Company (including vested awards under the Syneos Equity Plan), in any case pursuant to and in accordance with the terms and conditions of the applicable plan, program or policy.

Payment of Accrued Sums and Expenses

4.1

The Company will pay you salary in respect of the period up to the Separation Date and pay in lieu of any holiday which is accrued but untaken for the holiday year in which the employment terminates up to the Separation Date. Within 30 days following the Separation Date, the Company will pay you (i) all accrued salary and (ii) any unreimbursed business expenses incurred by the Executive, in accordance with Company policy, prior to the Separation Date (collectively, the “Accrued Obligations”).

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4.2

All sums payable under this Agreement will be paid via payroll in the normal way and will be paid after deduction of applicable tax and employee National Insurance contributions.

4.3

Save as provided for in this Agreement, you accept that you are not entitled to and will not be paid or receive any commission or bonus.

NOTICE Payment

The Executive waives all rights to receive a notice payment, payment in lieu of notice or severance payment pursuant to his Employment Contract or otherwise.

Taxation

6.1

The Parties understand that any payments under this Agreement will be subject to deduction of tax before payment to you.

6.2

You will be responsible and liable for the payment of any applicable tax and employee’s National Insurance contributions and any similar employee social security contributions and other similar employment related taxes wherever in the world arising (including any interest, penalties, costs and expenses, but not including any such interest, penalties costs and expenses which arise as a result of the default and/or delay of the Company and/or any Group Company) due in respect of the benefits and incentives (if any) set out in this Agreement (excluding the tax and National Insurance contributions deducted by the Company) (the “Additional Tax”). You will indemnify the Company and each Group Company and keep them indemnified on a continuing basis against all and any liability for Additional Tax that the Company or any Group Company may incur.

6. Legal Costs

6.1 Subject to receipt by the Company of the signed certificate at Schedule 1, the Company will make a contribution of up to £10,000 (plus VAT) towards the reasonable legal costs incurred by you for the advice received regarding the termination of your employment and entering into this Agreement (in respect of the advice received in connection with signing this Agreement on the First Signing Date and the Second Signing Date).

6.2 Payment of this sum will be made directly to your solicitors by the Company within 14 days after receipt by the Company of a copy of a VAT invoice from your solicitors (which should be addressed to you but marked as payable by the Company). This should be sent by email to Jonathan Olefson at Jonathan.Olefson@SyneosHealth.com. For the avoidance of doubt, your solicitors shall be entitled to raise separate invoices in connection with advice given to you as at (1) the First Signing Date and (2) the Second Signing Date provided always that the aggregate amount of such invoices do not exceed the amount specified in Clause 6.1.

7. Warranties

7.1 You warrant and agree that:

(a) you have not raised and (save for any claims arising from or in connection any matter referred to in Clause 8.3 below) will not in the future raise any legal proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents; and

(b) other than the Claims, as at the First Signing Date or the Second Signing Date (as applicable) you have no further or outstanding claims or rights of action, being any further or outstanding claims or rights of action, whether under statute or common law (including contractual, tortious or other claims) and whether before an Employment

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Tribunal, court or otherwise and whether in the UK or any other jurisdiction in the world against the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents including in respect of or arising out of your employment, or the holding of any office with, or investment in the Company or any Group Company or the termination of that employment or office (such claims or rights of action referred to as “Further Claims”).

7.2 You warrant as a strict condition to payment under this Agreement that there are no circumstances or facts of which you are aware or of which you ought to be aware which could constitute a repudiatory breach by you of your Employment Contract which would entitle or have entitled the Company to terminate your employment without notice.

8. Settlement

8.1 You accept the terms of this Agreement in full and final settlement of the Claims and all and any Further Claims, whether such claims are known or unknown to the parties and whether or not they are or could be in the contemplation of the parties at the date of this Agreement, which are waived and released in full.

8.2 You undertake not to institute or pursue any proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents before an Employment Tribunal, court or any other judicial body anywhere in the world in respect of the Claims or for any remedy arising from any Further Claims.

8.3 You do not waive your right to enforce the terms of this Agreement or bring a claim for accrued rights under any pension scheme or bring a claim arising from or in connection with (a) your entitlements to any Company Equity Awards or (b) the Consultancy Agreement or (c) damages for latent personal injuries and/or any latent industrial disease arising out of the course of your employment with the Company and/or the Group that are currently unknown to you. You warrant that you are not aware of having any such personal injuries. These exceptions are the only claims which have not been settled by this Agreement.

8.4 Subject to the terms of Clause 8.3, if any other claim emerges in law or in fact anywhere in the world, then you agree that there should be no recourse to any remedy for the claim against the Company or any Group Company. You acknowledge and accept that you have taken into account that you have waived the right to pursue any claims whether foreseeable or not previously known, against the Company or any Group Company.

9. Acknowledgement

You acknowledge that the Company has entered into this Agreement in reliance on the warranties and the undertakings given you in Clause 7 and Clause 8 respectively. In the event of any breach by you of any of those warranties or undertakings, any payments under this Agreement, shall be repaid by you to the Company immediately and shall be recoverable by the Company as a debt.

10. Confidentiality

10.1 You agree that you continue to owe a duty of confidentiality to the Company and to the Group after the Separation Date.

10.2 You undertake to keep confidential the existence and terms of this Agreement and that you will not disclose the same to any other person unless expressly authorised by the Company (or as may be required to comply with applicable law). For the avoidance of doubt, nothing in this Agreement precludes you from making a protected disclosure under section 43A of the

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Employment Rights Act 1996, and nothing in this Agreement will prevent disclosure by you of information:

(a) as required by law or regulatory obligation, including for the purpose of reporting misconduct, or a serious breach of regulatory requirements, to a regulator or as required by any competent authority;

(b) for the purpose of reporting an offence to the police or a law enforcement agency and/or co-operating with a criminal investigation or prosecution;

(d) subject to you first advising them of the confidential nature of the information disclosed, to your spouse or civil partner and immediate family, and professional advisers (including tax advisers), and strictly on condition that they also keep the existence, terms and negotiation of this Agreement and the circumstances concerning the termination of his employment confidential; or

(e) as otherwise required for the purpose of enforcing any of the provisions of this Agreement.

10.3 You undertake not to do any act or thing that might reasonably be expected would damage the business, interests or reputation of the Company or any Group Company and will not make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents.

10.4 You acknowledge and agree that any payments made under this Agreement do not amount to an estimate of or cap on the loss or damage which the Company or any Group Company would suffer were you to breach any of the obligations set out in this Clause.

11. Statutory settlement

This Agreement is made on the First Signing Date and the Second Signing Date in compliance with the Acts which have been satisfied both generally and in the following particulars:

(a) you confirm that you have received independent legal advice on the terms and effect of this Agreement, and in particular its effect on your ability to pursue your rights before an Employment Tribunal or court;

(b) the said legal advice has been given to you by Rebecca Berry of Stevens and Bolton LLP whose address is Wey House, Farnham Road, Guildford, Surrey, GU1 4YD; and

(c) the solicitor has confirmed to you that they are a qualified solicitor holding a current practising certificate and in respect of whom there is in force a policy of professional indemnity insurance covering the risk of a claim against them and the said firm in respect of loss arising in consequence of the said advice and by signing the Certificate attached to this Agreement also confirms that they comply with the Acts.

12. EMPLOYMENT CONTRACT

You confirm that all clauses in your Employment Contract that are described as applying after the termination of your employment will continue to apply to you after the Separation Date.

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13. further assistance

For a period of 12 months from the Separation Date, you agree to be available to, and to cooperate with, the Company, any Group Company or its or their advisers in any internal investigation or administrative, regulatory, judicial, quasi-judicial or intellectual property proceedings or applications. You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory, intellectual property or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company or any Group Company. The Company shall reimburse you for such reasonable expenses incurred by you in giving such assistance including (for the avoidance of doubt) in respect of loss of earnings.

14. counterparts

This Agreement may be executed in any number of counterparts, including facsimiles, each of which is an original and all of which together evidence the same agreement.

15. Governing Law and Jurisdiction

15.1 This Agreement is governed and to be construed in accordance with English law and any dispute is subject to the exclusive jurisdiction of the English courts.

16. Third PartY RIGHTS

16.1 Section 1 of the Contracts (Rights of Third Parties) Act 1999 ("TPRA") shall apply to this Agreement but only to the extent that any Group Company and/or any current or former directors, officers, shareholders, workers or employees of the Company or any Group Company (together the "Third Parties") shall be entitled to enforce in their own right the terms of any clauses purporting to confer a benefit on them.

16.2 In accordance with section 2(3)(a) of TPRA, the whole or any part of this Agreement may be rescinded or varied by agreement between you and the Company without the consent of any of the Third Parties or of any other person who is not named as a party to this Agreement.

17. BENEFIT

The Company shall receive the benefit of all provisions of this Agreement on its own behalf and as trustee on behalf of all other relevant Group Companies.

The “without prejudice” and “subject to contract” nature of this document shall cease to apply once executed by the parties.

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Schedule 1 - CERTIFICATE OF INDEPENDENT LEGAL ADVISER

I Rebecca Berry of Stevens and Bolton LLP whose address is Wey House, Farnham Road, Guildford, Surrey, GU1 4YD confirm that I gave independent legal advice to Alistair Macdonald as to the terms and effect of the Agreement to which this certificate is attached (including the effect of Clauses 7, 8 and 9) and in particular its effect on his ability to pursue his rights before a Court or Employment Tribunal.

I confirm that I am a solicitor of the Senior Courts holding a current practising certificate and that the statutory requirements relating to settlement agreements and compromise agreements set out in the Acts (as defined in the Agreement) have been met. Further, that there was in force at the time I gave the advice referred to above a policy of insurance covering the risk of a claim by Alistair Macdonald in respect of any loss arising in consequence of that advice.

Signed: /s/ Rebecca Berry

Dated: 29 April 2022

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IN WITNESS of which this Agreement has been executed as a deed on the First Signing Date being the first date written above.


Executed and delivered as a deed by SYNEOS HEALTH UK LIMITED
acting by General Counsel, JONATHAN OLEFSON
/s/ Jonathan Olefson
in the presence of
Signature of witness	/s/ Melissa Julian
Name: Melissa Julian
Address: [redacted]
Occupation: Executive Assistant



Executed and delivered as a deed by ALISTAIR MACDONALD

/s/ Alistair Macdonald
in the presence of
Signature of witness	/s/ Melissa Julian
Name: Melissa Julian
Address: [redacted]
Occupation: Executive Assistant

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IN WITNESS of which this Agreement has been executed as a deed on the Second Signing Date being the second date written above.

Executed and delivered as a deed by SYNEOS HEALTH UK LIMITED

 
acting by General Counsel, JONATHAN OLEFSON

 
/s/ Jonathan Olefson             08 July 2022

 
in the presence of

 
/s/ Melissa Julian

 
Signature of witness

 
Melissa Julian

 
Name:  

 
Melissa Julian

 
Address:  

 
1030 Sync Street; Morrisville, NC

 
Occupation:  

Executed and delivered as a deed  by ALISTAIR MACDONALD

 
/s/ Alistair Macdonald             08 July 2022

 
in the presence of

 
/s/ Alistair Hardie

 
Signature of witness

 
Alistair Hardie

 
Name:  

 
Alistair Hardie

 
Address:  

 
[redacted]

 
Occupation:  

|||

Exhibit 10.5
29 June 2022

____________________29 June 2022
 

 
SYNEOS HEALTH UK LIMITED
(as Syneos)
 
and
 
SYNEOS HEALTH, INC.
(as Syneos Health, Inc.)
 
and
 
ALISTAIR MACDONALD 
(as Executive)
 
(as Executive)

EU-DOCS\38838200.1

DEED OF AMENDMENT
related to the
CONSULTING AGREEMENT AND SETTLEMENT AGREEMENT

EU-DOCS\38838200.1

THIS DEED OF AMENDMENT (this “Deed”) is entered into on 29 June 2022

BETWEEN:

(1)

SYNEOS HEALTH UK LIMITED, a company registered in England with registered number 04428083 and having its registered office at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, England, GU14 7BF (“Syneos”);

(2)

SYNEOS HEALTH, INC., a Delaware company (“Syneos Health, Inc.”); and

(3)

ALISTAIR MACDONALD, residing at Wilton House, 13 Sunning Avenue, Sunningdale, Berkshire, SL5 9PN (the “Executive”).

each a “Party” and together the “Parties”.

Background

(A)

On 29 April 2022, Syneos Health, Inc. and the Executive entered into the Consulting Agreement, and Syneos and the Executive entered into the Settlement Agreement.

(B)

The Parties would like to amend the Consulting Agreement and the Settlement Agreement as set out in Clause 2 below.

THE PARTIES AGREE as follows:

DEFINITIONS AND INTERPRETATION

1.1

Capitalised terms used but not defined in this Deed shall have the meaning given to such terms in the Consulting Agreement and the Settlement Agreement (as defined below).

1.2

Additional Definitions

In this Deed:

“CMDC” means the Compensation and Management Development Committee of the board of directors of Syneos Health, Inc.;

“Consulting Agreement” means the Consulting Agreement executed between Syneos Health, Inc. and the Executive on 29 April 2022;

“Effective Date” means the date of this Deed; and

“Settlement Agreement” means the Settlement Agreement executed between Syneos and the Executive on 29 April 2022.

1.3

Clause headings shall not affect the interpretation of this Deed.

1.4

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

EU-DOCS\38838200.1

1.5

This Deed shall be binding on, and enure to the benefit of, the parties to this Deed and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.6

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8

A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10

A reference to “this Deed” or to any other deed, agreement or document referred to in this Deed is a reference to this Deed or such other deed, agreement or document as varied or novated (in each case, other than in breach of the provisions of this Deed) from time to time.

1.11

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

AMENDMENT OF THE CONSULTING AGREEMENT AND THE SETTLEMENT AGREEMENT

2.1

With effect from the Effective Date, each of the Parties hereby agrees that the definition of Forfeited PRSU Awards in the Consulting Agreement and the Settlement Agreement is deleted and replaced with the following:

“Forfeited PRSU Awards” means the unvested Syneos Health, Inc. Global Performance Restricted Stock Unit awards (or portions thereof) granted to you pursuant to the Syneos Equity Plan:

(i) on January 15, 2021 in respect of 48,170 Performance Restricted Stock Units; and

(ii) on January 18, 2022 in respect of 30,498 Performance Restricted Stock Units.”

For the avoidance of doubt, the number of Retained Awards shall reflect this amended definition of Forfeited PRSU Awards.

2.2

With effect from the Effective Date, each of the Parties hereby agrees that, with regard to the Retained Awards, the following numbers which are in the table at Section 3.4 of the Settlement Agreement reflect the maximum number of PRSUs held by the Executive under each relevant grant that could vest, rather than the target amount:


Grant	Vesting/Distribution	Units
20CEOPSU_R	MAR/15/2023	36,577.50
20CEOPSU_E	MAR/15/2023	12,192

EU-DOCS\38838200.1

The actual number of PRSUs that vest pursuant to each award will be certified by the CMDC consistent with all other outstanding PRSUs held by participants in the Plan for the relevant performance period.

2.3

With effect from the Effective Date, each of the Parties hereby agrees that clause 6.1 of the Settlement Agreement shall be amended so that Syneos’ contribution to the Executive’s legal costs shall be for an amount up to £13,000 plus VAT, subject to the terms of clause 6 of the Settlement Agreement.

consents, acknowledgements and waivers

3.1

Each of the Parties hereby:

(a)

consents (to the extent, if any, that such consent is or may be required pursuant to the Consulting Agreement and/or the Settlement Agreement) to the terms of this Deed and to the execution and delivery of this Deed by the other Parties to this Deed; and

(b)

waives any other notice required prior to or in connection with the amendment to the Consulting Agreement and/or Settlement Agreement contained in this Deed.

3.2

It is the intention of the Parties that the amendments to the Consulting Agreement and the Settlement Agreement contained in this Deed shall become effective notwithstanding any requirements of form, notice or delivery contained in the Consulting Agreement and/or Settlement Agreement.

FURTHER ASSURANCE

Each of the Parties shall, at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.

COUNTERPARTS

5.1

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Deed.

5.2

Transmission of an executed counterpart of this Deed (but for the avoidance of doubt not just a signature page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Deed. If such method of delivery is adopted, without prejudice to the validity of the deed thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

5.3

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in accordance with the laws of England.

EU-DOCS\38838200.1

jurisdiction

The Parties agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed and accordingly submits to the exclusive jurisdiction of the courts of England. The Parties hereby waive any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.

EXECUTION

The Parties have executed this Deed as a deed and intend to deliver, and do deliver, this Deed on the date stated at the beginning of this Deed.

IN WITNESS of which this Deed has been executed as a deed on the date first written above.

[Remainder of the page intentionally left blank]

EU-DOCS\38838200.1

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed as a deed by SYNEOS HEALTH UK LIMITED acting by Jonathan Olefson, in the presence of:
 
/s/ Abigail Jeck
Signature of witness
 
Abigail Jeck
Name of witness
 
[REDACTED]
.......................................
.......................................
Address of witness
 
Attorney
Occupation of witness

/s/ Jonathan Olefson
  

EU-DOCS\38838200.2

Executed as a deed by SYNEOS HEALTH, INC. acting by Jonathan Olefson, in the presence of:
 
/s/ Abigail Jeck
Signature of witness
 
Abigail Jeck
Name of witness
 
[REDACTED]
.......................................
.......................................
Address of witness
 
Attorney
Occupation of witness

/s/ Jonathan Olefson
 

Signed as a deed by ALISTAIR MACDONALD in the presence of:
 
.......................................
Signature of witness
 
.......................................
Name of witness
 
.......................................
.......................................
.......................................
Address of witness
 
.......................................
Occupation of witness
  

/s/ Alistair Macdonald
 
  

EU-DOCS\38838200.2

Exhibit 10.6

SYNEOS HEALTH, INC.
2018 Equity Incentive Plan

Global Restricted Stock Unit Award Agreement

This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any special terms and conditions for the Participant’s country set forth in the Appendix C attached hereto (the Global Restricted Stock Unit Agreement, the Appendix C and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and [NAME OF EMPLOYEE] (the “Participant”), effective as of [Grant Date] (the “Date of Grant”).

Attention: Attached to this Agreement as Appendix A is a Restrictive Covenants Agreement, which imposes certain restrictions upon you both during and after your employment with the Company. Attached to this Agreement as Appendix B is a Mutual Arbitration Agreement, which requires you and the Company to arbitrate on an individual basis most disputes arising from or relating to your employment with the Company, as set forth in more detail in the Mutual Arbitration Agreement. Your acceptance of the Restricted Stock Unit Award requires that you agree to the terms and conditions of this Agreement, the Restrictive Covenants Agreement, and the Mutual Arbitration Agreement. It is important that you review the terms of each of these Agreements.

RECITALS

WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

Grant of Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant, [Quantity Granted] Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “RSUs”).

Vesting of RSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as follows:

US-DOCS\112623669.1

(a)

General. Except as otherwise provided in Sections 2(b) through 2(d) and Section 4, the RSUs will vest [VESTING TERMS] (each vesting period, a “Vesting Period”), subject to the Participant’s continued Service through the last day of the applicable Vesting Period. Any fractional installments which result from the vesting of a Tranche shall be carried forward and vest when such combined fractional installments result in a full Share.

(b)

Effect of Death and Termination Due to Disability. The RSUs will become fully vested immediately upon the Participant’s death or termination of Service due to Disability.

(c)

Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, the Participant shall be eligible to vest in a Pro-Rated Award. The number of RSUs that shall vest under a “Pro-Rated Award” shall be calculated by multiplying (i) the number of RSUs subject to the unvested Tranche of RSUs corresponding to the Vesting Period during which the Participant’s Retirement occurs, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the first day of the applicable Vesting Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the next whole Share. For the avoidance of any doubt, the remaining unvested Tranches corresponding to Vesting Periods commencing following the date of the Participant’s Retirement shall be forfeited upon the Participant’s Retirement and all of the RSUs shall be forfeited in the event of the Participant’s Retirement on or prior to the first anniversary of the Date of Grant. For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as defined in the Plan), as determined in the sole discretion of the Company, (ii) a resignation by the Participant after being notified that the Company has elected to terminate the Participant for Cause, (iii) a termination or resignation by the Participant during the pendency of an investigation with respect to the Participant or while the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith the Participant is not in good standing at the time of such termination at the sole discretion of the Company.

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed unlawful and/or discriminatory, the provisions above regarding the treatment of the RSUs shall not be applicable to the Participant.

(d)

Effect of Involuntary Termination in Connection with Change in Control. The RSUs will become fully vested immediately upon the Participant’s termination of

US-DOCS\112623669.1

Service in the event that (A) the Participant’s Service is terminated by the Company for any reason other than Cause (as defined in the Plan), or (B) the Participant resigns for Good Reason, in each case, at the time of, or within twenty-four (24) months following, the consummation of a Change in Control occurring after the Date of Grant (either of such events of termination within such twenty-four-month period, a “CIC Termination”).

As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary; (ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment more than fifty (50) miles from the Participant’s assigned principal office location as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good Reason only if the Participant provides the Company with written notice of the basis for the Participant’s Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure within the 60-day cure period.

Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in Section 5.5 of the Plan.

Settlement of RSUs Upon Vesting.

(a)

Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on which the RSUs vest, subject to any special timing requirements applicable under Section 17(l), the terms of this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax-Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.

(b)

Book-Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the Participant’s name.

US-DOCS\112623669.1

(c)

Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.

(d)

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of Shares following the vesting date of the RSUs, the subsequent sale of Shares acquired pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e)

Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s and/or the Employer’s discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the Company prior to the day of vesting of an amount that the Company will apply to the required withholding; (2) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); (4) withholding in Shares to be issued upon settlement of the RSUs, subject to approval by the Committee if the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act; or (5) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. For the purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at the fair market value of the Shares on the date that the tax withholding is determined. Until such time as the Company provides notice to the contrary, it will satisfy any withholding requirements for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method (A) cannot be processed by the broker or (B) the Participant is subject to the Company’s Insider Trading Compliance Policy (the “Insider Trading Policy”), the sale of Shares pursuant to

US-DOCS\112623669.1

alternative (3) is prohibited under the Insider Trading Policy and the Participant has not entered into an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).

The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including the maximum applicable rates in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the Employer. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise in connection with the RSUs prior to the applicable vesting or settlement date, the vesting of the Award shall be accelerated with respect to a number of RSUs sufficient to satisfy (but not in excess of) such tax withholding obligations and any other tax withholding obligations associated with any such acceleration, and the withholding obligations shall be satisfied pursuant to the tax withholding method noted in alternative (4) above.

Forfeiture. Except as provided in Sections 2(b) through 2(d) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any). Without limiting the generality of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.

Adjustment to RSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.

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Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that:

(a)

the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; provided, however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding contract that may only be modified, amended, suspended or terminated by further agreement of the parties;

(b)

the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c)

all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(d)

the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract, nor be interpreted as amending the terms of an existing employment or services contract, with the Company or any Subsidiary, including the Employer if applicable; provided, however, that the Mutual Arbitration Agreement set forth at Appendix B is a binding contract between the parties;

(e)

the Participant is voluntarily participating in the Plan;

(f)

the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)

the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

(h)

unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;

(i)

the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(j)

no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

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(k)

the following provision shall not apply to Participants in the state of California: In consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to release and never to institute any claims which have arisen, occurred or existed at any time prior to the date of this Restricted Stock Unit Agreement (“Claim”) against the Company or any of its Subsidiaries, and waives his or her ability, if any, to bring any such Claim; if, notwithstanding the foregoing, any such Claim is allowed by an arbitrator or other tribunal of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such Claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such Claim; and

(l)

The following provision applies if the Participant is providing services outside the United States: neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant’s employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement (“RCA”) annexed as Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any unvested portion of the RSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the RSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall not be the Company’s exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity.

Data Privacy Provisions Applicable to Participants Outside the European Union/European Economic Area/United Kingdom (“EEA+”).

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The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the

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Participant understands that the Participant may contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com).

Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

10.

Data Privacy Provisions Applicable to Participants in the EEA+.

The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data (as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to the grant of RSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described herein.

The Participant understands that the Company and the Employer will hold certain personal information about the Participant to administer the Plan. This personal information may include, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and the Employer may each further transfer Data to third parties assisting the Company or the Employer in the implementation, administration and management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The

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Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any intragroup transfers of Data outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent contracts issued by the relevant competent authority of the UK (as applicable), unless the data transfer is to a country that has been determined by the European Commission or the relevant UK authorities (as applicable) to provide an adequate level of protection for individuals’ rights and freedoms for their personal data. Please contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to receive a copy of the relevant Model Clauses.

11.

Data Privacy Provisions Applicable to Participants in all Countries.

Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data (including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however, that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able to grant the Participant RSUs or other equity awards or administer or maintain such awards if the Participant refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms, agreements or any related documentation that the Company and/or the Employer deem necessary for the purpose of administering the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future.

When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it. Further information concerning the Company’s data retention practices can be found in the Company’s Records Management Policy.

12.

Language. The Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

13.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic

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means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

14.

Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

15.

Appendix C. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any additional terms and conditions set forth in Appendix C for the Participant’s country. Appendix C constitutes part of this Restricted Stock Unit Agreement.

16.

Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures) during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor on this matter.

17.

Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.

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18.

Miscellaneous Provisions.

(a)

Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by U.S. or non-U.S. federal and state securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet those requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the U.S. Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.

(b)

Non-Transferability. The RSUs and the rights and privileges conferred thereby shall be non-transferrable except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such shares are listed, any applicable U.S. or non-U.S. federal, state or local laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.

(c)

No Right to Continued Service. Nothing in this Agreement or the Plan confers any right or obligation upon the Participant or the Company or any Subsidiary, including the Employer, to continue the Participant’s employment with the Employer.

(d)

Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be given by the Company: (x) in a writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service or non-U.S. equivalent, by registered or certified mail, with postage and fees prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail

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address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.

(e)

Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

(f)

Waiver. No waiver by the Company of any breach or condition of this Agreement by the Participant or any other Participant will be deemed to be a waiver by the Company of any other or subsequent breach or condition whether of like or different nature.

(g)

Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h)

Severability. Except as provided in the Mutual Arbitration Agreement, the provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(i)

Amendment. Except as otherwise provided in the Plan or the Mutual Arbitration Agreement, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(j)

Choice of Law; Jurisdiction. Except as provided in the Mutual Arbitration Agreement, this Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

(k)

Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(l)

IRC Section 409A. This Section 18(l) applies only to Participants who are U.S. taxpayers.

Anything in this Agreement to the contrary notwithstanding, RSUs that are non‑qualified deferred compensation subject to Section 409A of the Code and that

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vest as a result of the Participant’s termination of employment under Section 2(b), 2(c), or 2(d) hereof shall be settled within 60 days of the date the Participant experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from Service”). If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any RSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall instead be settled on the first business day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

(a)

Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement, together with any appendices hereto. The Participant has read and understands the terms and provisions of the Plan and this Agreement, as well as the attached Restrictive Covenants Agreement and Mutual Arbitration Agreement and accepts the RSUs subject to all of the terms and conditions of the Plan and these Agreements. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail. The Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within 30 days after the Agreement is presented to the Participant for review. If the Participant fails to accept the Agreement within such 30-day period, the Company may, in its sole discretion, rescind the Award in its entirety. By electronically accepting the Agreement, the Participant is also accepting the Restrictive Covenants Agreement and Mutual Arbitration Agreement, and this Award is granted under and governed by the terms and conditions of the Plan and these Agreements.

[Signature page follows]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above.

SYNEOS HEALTH, INC.
By:	 _____________________
Name: 
Title:
 

PARTICIPANT
[Electronic Signature]
________________________________
Participant Signature
Name: [Participant Name]
Acceptance Date: [Acceptance Date]

[Signature Page – Global Restricted Stock Unit Award Agreement]

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Appendix A

RESTRICTIVE COVENANTS AGREEMENT

The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA. As a condition of the grant of the RSUs, the Participant agrees as follows:

Definitions. Capitalized terms not otherwise defined in this RCA shall have the same meanings as set forth in the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement (including the Appendix C and any other appendix attached thereto). The following terms shall have the following meanings for the purposes of this RCA:

(a)

“Termination Date” means the last day of the Participant’s employment by the Company or any of its Subsidiaries.

(b)

“Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date.

(c)

“Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date.

(d)

“Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve (12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the Participant’s employment with the Company or any of its Subsidiaries.

(e)

“Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12) months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.

(f)

“Company Person” means any person who is an employee of or consultant to the Company or any of its Subsidiaries as of the Termination Date.

(g)

“Company Business” means (i) developing, marketing, selling and/or providing services to pharmaceutical, biotechnology, life sciences, medical device and medical diagnostic companies regarding: (A) the commercialization of pharmaceuticals, biologics, medical devices

A-1

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or diagnostic products, including, but not limited to, outsourced sales and related operations, marketing, naming/branding, advertising, public relations, medical communications and medication adherence services for the Company’s clients, (B) the provision of clinical trials and related support services including, but not limited to, bioanalysis, biostatistics, data management, feasibility studies, global safety and pharmacovigilance, laboratory operations, medical writing, project management, protocol and case report form design, quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and patient recruitment, site management, strategic planning, study monitoring and late stage services for the Company’s clients, (C) the staffing of clinical trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision of consulting services including, but not limited to, brand management, business development, clinical development, commercial strategy and organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and mitigation strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage in, or that the Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.

(h)

“Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Participant personally provided material services on behalf of the Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh, North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Company or any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination Date.

(i)

“Confidential Information” means without limitation, any confidential or proprietary information or materials of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information, budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any applicable trade secrets law, whether statutory or common law, including but not limited to the Delaware Uniform Trade Secrets Act, Del. Code Ann. tit. 6, §§ 2001–2009, the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq., the Massachusetts Uniform Trade Secrets Act, M.G.L. ch. 93, §§ 42 to 42G, and the California Uniform Trade Secrets Act, Cal. Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of this RCA.

A-2

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Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that the Participant is required to protect and not disclose such information.

(j)

“Subsidiary” or “Subsidiaries” means any corporation, partnership, limited liability company, joint venture, association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting interests of which is at the time owned or controlled, directly or indirectly, by the Company.

Non-Solicitation of Customers and Employees. The Participant agrees that during the Participant’s employment with the Company or any of its Subsidiaries and during the Non‑Solicit Restricted Period, the Participant will not, on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any person, firm, partnership, corporation, or other entity:

(a)

solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any other person or business that is Competitive with the Company;

(b)

solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any other person or business that is Competitive with the Company;

(c)

provide or sell any products or services competitive with those offered by the Company and/or its Subsidiaries to any Company Customer;

(d)

provide or sell any products or services competitive with those offered by the Company and/or its Subsidiaries to any Prospective Customer;

(e)

interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that the Company and/or its Subsidiaries have with any sponsor, supplier, vendor, distributor, lessor, lessee, licensor or business partner that transacts business with the Company and/or its Subsidiaries;

A-3

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(f)

solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or

(g)

employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company Person.

Non-Competition.

(a)

The Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries, and during the Non-Compete Restricted Period, the Participant will not, within the Restricted Area, for the Participant’s own behalf or for any other person or entity, own, manage, operate or participate in the ownership, management, operation or control of, or be employed by or provide services to, any person, business or entity which competes with the Company Business if Participant would:

(i)

have responsibilities or perform services that are entirely or substantially similar to the responsibilities or services that the Participant had or provided at the time of, or at any time within the twelve (12) months preceding the Termination Date;

(ii)

be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential information that is similar or relevant to that Confidential Information to which Participant created, developed, modified, accessed, utilized or relied upon during the Participant’s employment with the Company or any of its Subsidiaries; or

(iii)

use, disclose, or engage in activity in which the Participant would be reasonably expected to use or disclose any Confidential Information.

(b)

Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one percent (1%) of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section.

Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries, agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she may discover, find, develop or otherwise have available to him or her in any field in which the Company or any of its Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the Company.

Confidentiality.

(a)

The Participant acknowledges that during his or her employment with the Company, he or she has and will necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential Information, even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s exclusive property to be held by the Participant in trust and solely for the Company’s benefit.

A-4

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Accordingly, except as required by law, the Participant shall not, at any time, either during or subsequent to his or her employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately is or becomes of general public knowledge from authorized sources other than the Participant.

(b)

This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company, possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement; (v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to respond to the court or agency.

Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive Covenant is for a longer period of time or is more restrictive in scope or location than the restrictive covenants set forth in this RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.

A-5

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Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the provisions of Sections 2 through 6 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order or an injunction to preserve or restore the status quo pending arbitration under the Mutual Arbitration Agreement, and will additionally be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder. Such right to equitable or extraordinary relief shall not be exclusive but shall be in addition to all other rights and remedies to which the Company may be entitled at law or in equity, including, without limitation, the right to recover monetary damages for the breach by Participant of any of the provisions of this RCA. Further, Participant understands that if Participant breaches any of the provisions in Sections 2 through 6 of this RCA, the applicable restricted period will be extended for a period of time equal to the period of time Participant spent in breach of this RCA. If the Company is required to seek injunctive relief from such breach, then the applicable restricted period shall be extended for a period of time equal to the pendency of such proceedings, including all appeals.

Termination. Participant may terminate the employment relationship for any reason at any time upon giving the Company thirty (30) days prior written notice, as applicable law permits. In the case of a termination by the Company other than a termination for Cause (as defined in the Plan), the Company will provide thirty (30) days prior written notice of termination, as applicable law permits. In each case, the Company may, in its discretion, relieve the Participant of some or all of his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment with the Company shall remain at will, as applicable law permits.

Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes, notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and any of its Subsidiaries’ business that are in the Participant’s possession or control.

10.

Governing Law, Forum. Except as provided in any Mutual Arbitration Agreement, this RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed (i) for U.S. Participants, by the laws of the State of Delaware without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties agree that any proceeding seeking temporary or preliminary injunctive relief to preserve or restore the status quo pending arbitration of any disputes, claims or controversies arising out of or related to this RCA shall be brought exclusively in the state or federal courts in the State of Delaware, and the Participant voluntarily submits to the exclusive jurisdiction over the Participant’s person by a court of competent jurisdiction located within the State of Delaware. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such proceeding in the State of Delaware, and further irrevocably waive any claim they may now or hereafter have that any such proceeding brought in said court(s) has been brought in an inconvenient forum. (ii) for Participants employed outside of the U.S, by the laws of the country in which Participant is employed without regard for reference to any choice or conflict of law principles of any jurisdiction, and the parties agree that any action or proceeding with respect to this RCA or the

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Participant’s employment with the Company shall be brought exclusively in the courts in the country in which the Participant is employed.

11.

Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

12.

Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear.

13.

Miscellaneous.

(a)

The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change subsequent to the execution of the RCA, without the need to execute a new RCA.

(b)

Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of its Subsidiaries and during the Non‑Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be provided prior to the commencement of any such services or work.

(c)

The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all other rights and remedies available to such parties at law, in equity, by contract or otherwise.

(d)

The obligations in this RCA shall survive Participant’s termination of employment with the Company or a Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.

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Attachment A to RCA

California Law Modifications

This Attachment A modifies certain terms of the RCA while Participant is providing services to the Company, if Participant is based in California. If, at any time, Participant is relocated by the Company, to another state outside of California, the unmodified terms of the RCA will apply and this Attachment A will no longer apply. Similarly if Participant is originally based in a state outside of California, but the Company relocates Participant to California, the modified terms of this Attachment A will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one state at any given time and any travel required by Participant’s role will not affect the Company’s determination of where Participant is based.

Section 2 shall be deleted and replaced as follows:

2. Non-Solicitation of Employees. The Participant agrees that during the Participant’s employment with the Company or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not, on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any person, firm, partnership, corporation, or other entity, solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to terminate or alter his or her employment or engagement with the Company or any Subsidiaries or to accept employment or engagement with any other person or entity.

Section 3(a) shall be deleted and replaced as follows:

(a) During Participant’s employment with the Company or any of its Subsidiaries, Participant shall not, directly or indirectly, either alone or in conjunction with any person, firm, association, company, corporation or other entity own, manage, operate or participate in the ownership, management, operation or control of, or be employed by or provide services to, any person, business or entity which is competitive with the Company Business if Participant would: (i) have responsibilities that are entirely or substantially similar to the responsibilities Participant has, or had held, at any time during Participant’s employment with the Company or any of its Subsidiaries; or (ii) be involved in creating, developing, modifying, accessing, utilizing or relying upon confidential information that is similar or relevant to that Confidential Information to which Participant created, developed, modified, accessed, utilized or relied upon during Participant’s employment with the Company or any of its Subsidiaries.

Section 10 shall be deleted and replaced as follows:

10. Governing Law

This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflict of law provision or rule (whether of California or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of California. Participant agrees that venue for any proceeding seeking temporary or preliminary injunctive relief to preserve or restore the status quo pending arbitration of any

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disputes, claims or controversies arising out of or related to this RCA is proper in the federal or state courts of Orange County, California and that these courts shall have exclusive jurisdiction over any such proceeding and Participant specifically consents to personal jurisdiction in such court(s), even if Participant does not reside in Orange County at the time of the dispute. Participant hereby irrevocably waives any objection Participant may now or hereafter have to the laying of venue of any such proceeding in the State of California, and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding brought in said court(s) has been brought in an inconvenient forum.

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Attachment B to RCA

This Attachment B modifies certain terms of the RCA while Participant is providing services to the Company, if Participant is based in Massachusetts. If, at any time, Participant is relocated by the Company, to another state outside of Massachusetts, the unmodified terms of the RCA will apply and this Attachment B will no longer apply. Similarly if Participant is originally based in a state outside of Massachusetts, but the Company relocates Participant to Massachusetts, the modified terms of this Attachment B will apply, as set forth below. For purposes of this RCA, Participant may only be employed in one state at any given time and any travel required by Participant’s role will not affect the Company’s determination of where Participant is based.

Section 1(c) of the RCA shall be deleted and replaced as follows:

(c) “Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date, provided that the Participant’s employment with the Company was due to the Participant’s voluntary separation from employment with the Company or the involuntary termination of the Participant’s employment by the Company for cause; provided, however, that in the event that the Company files an action to enforce rights arising out of this RCA, the Non-Compete Restricted Period shall be extended for all periods in which the Participant is determined by the Court to have been in violation of the Participant’s obligations under this RCA or any other fiduciary obligation owed to the Company.

Section 3 of the RCA shall be amended to include the following:

(c) If, prior to October 1, 2018, the Participant entered into an agreement with the Company containing non-competition and/or non-solicitation covenants, the Participant hereby reaffirms that the Participant is subject to, and bound by, the pre- and post-termination non‑competition and non-solicitation covenants set forth in those agreements.

Section 10 shall be deleted and replaced as follows:

10. Governing Law

This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of Massachusetts or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the Commonwealth of Massachusetts. Participant agrees that venue for any proceeding seeking temporary or preliminary injunctive relief to preserve or restore the status quo pending arbitration of any disputes, claims or controversies arising out of or related to this RCA is proper in the federal or state courts in the county within Massachusetts where the Participant resides or the Suffolk County Business Litigation Session, and that these courts shall have exclusive jurisdiction over any such proceeding and Participant specifically consents to personal jurisdiction in such court(s), even if Participant does not reside in Suffolk County at the time of the dispute. Participant hereby irrevocably waives any objection Participant may now or hereafter have to the laying of venue of any such proceeding in the Commonwealth of Massachusetts, and further irrevocably waives any claim Participant may now or hereafter have that any such proceeding brought in said court(s) has been brought in an inconvenient forum.

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Section 13 of the RCA shall be amended to include the following:

(e) Participant has the right to consult with legal counsel prior to entering into this RCA.

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APPENDIX B

MUTUAL ARBITRATION AGREEMENT

This Mutual Arbitration Agreement (“Agreement”) sets forth the terms of the agreement between Syneos Health, Inc. and the Participant (the “Parties”) regarding an alternative approach for resolving employment-related disputes.

1. Mutual Arbitration Agreement

a. Except as described in Section 3, titled “Claims Not Covered by this Agreement,” all disputes, claims, complaints, or controversies (“Claims”) that Participant has now, or at any time in the future may have, against the Company and/or any of its parents, subsidiaries, affiliates, predecessors, successors, assigns, current, former, or future officers, directors, employees, and/or those acting as an agent of the Company (which make up the definition of the “Company” for purposes of this Agreement), or that the Company has now or at any time in the future may have against Participant (“Covered Claims”), arising out of and/or related to Participant’s application for employment with the Company, employment with the Company, and/or the termination of Participant’s employment with the Company will be resolved by arbitration and NOT by a court or jury.

Claims that the Parties agree to arbitrate include, but are not limited to, the following:

•

claims for breach of contract, tort claims, and claims for wrongful discharge;

•

discrimination and/or harassment claims, retaliation claims, and claims for failure to accommodate;

•

claims for overtime, wages, leaves, paid time off, sick days, compensation, penalties or restitution, or any other form of remuneration or pay;

•

all claims for violation of a federal, state, or local statute or ordinance creating employment rights including but not limited to claims under the Fair Labor Standards Act (“FLSA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Equal Pay Act (“EPA”), the Americans With Disabilities Act (“ADA”), and the Family and Medical Leave Act (“FMLA”); and

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•

any other claim under any federal, state, or local statute, constitution, regulation, rule, ordinance, or common law, arising out of and/or related to your application for employment with the Company, your employment with the Company, and/or the termination of your employment with the Company.

THE PARTIES HEREBY FOREVER WAIVE AND GIVE UP THE RIGHT TO HAVE A JUDGE OR A JURY DECIDE ANY COVERED CLAIMS. Either party to this Agreement may make application to a court for temporary or preliminary injunctive relief in aid of arbitration or for the maintenance of the status quo pending arbitration.

2. Class, Collective, and Representative Action Waiver:

a. Waiver of Class, Collective, and Representative Actions: To the maximum extent permitted by applicable law, the parties agree that no Covered Claims may be initiated or maintained on a class action, collective action, or representative action basis either in court or arbitration. In California, however, this waiver does not extend to representative claims brought pursuant to California’s Private Attorney General Act (“PAGA”). This means that neither party may serve or participate as a class, collective, or representative action member or representative, or receive any recovery from a class, collective, or representative action involving Covered Claims either in court or in arbitration. In addition, neither Participant nor the Company may participate as a plaintiff or claimant in a class, collective, or representative action to the extent that the action asserts Covered Claims against Participant or the Company. Nothing in this Agreement will preclude Participant or the Company from testifying or providing information in a class action, collective action or representative action. Claims brought pursuant to the PAGA will be litigated in Court, not arbitration.

b. Court to Decide Enforceability of the Waiver: A court of competent jurisdiction, not an arbitrator, must resolve issues concerning the enforceability or validity of the class action, collective action, or representative action waiver set forth above.

c. No Prohibition On Filings Or Communications With Government Agencies: Nothing in this Agreement shall prohibit Participant from filing a charge, complaint or claim, or communicating or cooperating with, providing information to, or participating in an investigation by the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the Occupational Safety and Health Administration, or any other federal, state or local administrative agency. To the extend a Covered Claim is not fully and finally resolved before the agency, it is subject to arbitration under this Agreement rather than any proceeding in court.

3. Claims Not Covered by this Agreement. The following claims shall not be covered by this Agreement:

a. Claims for workers’ compensation benefits (provided that claims for workers’ compensation retaliation remain Covered Claims);

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b. Claims for unemployment compensation benefits;

c. Claims for any relief asserted under or governed by the Employee Retirement Income Security Act of 1974 (“ERISA”); resolution of such claims will be governed by the terms of the applicable plan and applicable law;

d. Claims that are subject to the exclusive jurisdiction of the National Labor Relations Board;

e. Claims brought with the California Division of Labor Standards Enforcement while pending with the agency;

f. Claims brought pursuant to California’s Private Attorney General Act (“PAGA”); and

g. Any claim that is expressly precluded from inclusion in this Arbitration Agreement by a governing federal statute.

4. Arbitration Procedures

a. The parties will use the Judicial Arbitration and Mediation Services (“JAMS”), subject to the JAMS Employment Arbitration Rules and Procedures and the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness (“JAMS Arbitration Rules”), or any successor rules, available at www.jamsadr.com or a copy will be provided upon request from Human Resources, unless those rules and/or procedures conflict with any express term of this Agreement, in which case this Agreement is controlling. To the extent JAMS is unavailable to process the arbitration, any successor arbitration forum will be used or, if there is no successor forum, the parties will select an alternative arbitrator or forum or one will be appointed by a court, and the arbitration will proceed under the rules most applicable to employment claims, except to the extent that such rules conflict with this Agreement, in which case this Agreement is controlling.

To initiate an arbitration with JAMS, complete a Demand for Arbitration Form, available at: www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Please follow the instructions contained in the Demand for Arbitration Form and submit your completed Demand for Arbitration Form, along with a form showing that you served the Demand for Arbitration (“Proof of Service”), the entire contract containing the arbitration clause, and the requisite filing fee, to your local JAMS Resolution Center. JAMS Resolution Centers can be found on the JAMS website at: www.jamsadr.com/locations/

b. No arbitration under this Agreement shall be subject to the JAMS Class Action Procedures.

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c. The arbitration will be heard by a single arbitrator at a location within 50 miles of where Participant worked for the Company in the U.S. at the time the claim arose, unless both parties agree otherwise. In the event Participant is a field-based employee, or works primarily from their residence, the residence at the time the claim arose shall be considered the work location for purposes of determining the location of the arbitration. In the event Participant is working for the Company outside of the U.S. on temporary assignment or is otherwise located outside the U.S. when the claim arises, Participant agrees that the arbitration will take place in North Carolina.

d. Any Party shall have the right to file a motion to dismiss and/or a motion for summary judgment, which the arbitrator shall have the authority and obligation to decide by application of the Federal Rules of Civil Procedure governing such motions.

e. The arbitrator is authorized to award any party the full remedies that would be available to such party if the Covered Claim had been filed in court, including attorneys’ fees and costs. Thus, for example, Participant shall be entitled to recover attorney’s fees and costs in any arbitration in which Participant asserts and prevails on any statutory claims to the same extent as Participant could in court.

f. The arbitrator shall issue a final and binding written award, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”). No award or decision by the arbitrator shall have any preclusive effect on issues or claims in any other arbitration or court proceeding, unless all of the parties in the other proceeding were also named parties in the arbitration in which the award or decision was issued.

5. Arbitration Fees and Costs

a. In the event Participant files a claim under this Agreement, Participant will pay the arbitration provider’s employee-designated filing fee, or the normal filing fee in the state or federal court in which the dispute arose, whichever is lowest, and the Company will pay any amount of the JAMS fee in excess of that amount.

b. The Company will pay any other JAMS administrative fees, the arbitrator’s fees, and any additional fees charged by the arbitral forum.

6. Other Provisions:

a. Time Limitation for Commencing Arbitration: The same statute of limitations (the maximum time that parties have to initiate legal proceedings from the date a claim arises) that would have applied if the Covered Claim was filed in court will apply to any Covered Claim. Arbitration is to be commenced consistent with the JAMS arbitration rules and procedures, as applicable

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b. Agreement Survives Termination of Employment: This Agreement will survive the termination of Participant’s employment with the Company. This Agreement supersedes any prior agreement between the parties regarding the subject matter of dispute resolution of Covered Claims.

c. Construction and Severability:

i. Except as expressly provided elsewhere in this Agreement, any issue concerning the validity or enforceability of this Agreement, and any issue concerning the arbitrability of a particular issue or claim pursuant to this Agreement, must be resolved by the arbitrator, not the court. A court, not an arbitrator, must resolve issues concerning the enforceability or validity of the class action, collective action, or representative action waivers set forth above.

ii. Except at stated below, if any part or provision of this Agreement is found to be void, voidable, or otherwise unenforceable, that part or provision shall be severed and such a finding will not affect the validity of the remainder of the Agreement, and all other parts and provisions remain in full force and effect. To the extent any claims (or portions of claims) are found to be required to proceed in court, all other Covered Claims (or portions of such claims), shall still be required to be arbitrated.

iii. If any portion of the class action, collective action, or representative action waiver above is found to be void, voidable, or otherwise unenforceable, then the portion of the waiver found void or unenforceable shall be severed from this Agreement, and all other parts and provisions shall remain in full force and effect. In such a case, the claims (or portions of claims) found to be able to proceed on a class action, collective action, or representative action basis shall proceed in court and not in arbitration.

d. Governing Law: This Agreement is governed by the FAA and, to the extent not inconsistent with or preempted by the FAA, by the laws of the state in which Participant last worked for the Company without regard to choice or conflicts of law rules. The Company’s business, Participant’s employment with the Company, and this Agreement affect interstate commerce. The arbitrator is obligated to follow and apply the law applicable to any Covered Claims, and does not have the authority to enlarge upon or add to, subtract from or disregard, or otherwise alter the Parties’ rights under such laws.

7. Acknowledgements: By accepting the terms of this Agreement, Participant acknowledges and represent that:

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a. Participant has carefully read this Agreement, understand the terms of this Agreement, and is entering into this Agreement voluntarily;

b. Participant is not relying on any promises or representations by the Company except those contained in this Agreement;

c. Participant is giving up the right to have Covered Claims decided by a court, judge or jury;

d. Participant remains employed “at will,” and for no definite period of time;

e. These obligations are binding both upon Participant and Participant’s assigns, executors, administrators and legal representatives;

f. Participant has been given a reasonable period of time in which to consider this Agreement; and

g. Participant has been given the opportunity to discuss this Agreement with Participant’s own attorney or advisor if Participant wished to do so.

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APPENDIX C

SYNEOS HEALTH, INC.

2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement

Country-Specific Terms and Conditions

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc. 2018 Equity Incentive Plan, and the Global Restricted Stock Unit Award Agreement.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.

ARGENTINA

Terms and Conditions

Nature of Grant. This provision supplements Section 6 of the Global Restricted Stock Unit Award Agreement:

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The RSUs are an extraordinary benefit, which for labor law purposes (e.g., thirteenth month salary, Christmas bonuses, or similar payments) are valued at the fair market value of the Shares on the date of vesting, when the Shares are delivered to the Participant. Such value is inclusive of thirteenth month salary for the month in which the vesting occurs.

Notifications

Securities Law Information. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina.

Exchange Control Information. Argentine currency exchange restrictions and reporting requirements may apply to the RSUs and any Shares acquired under the Plan; the relevant laws and regulations are subject to frequent change. The Participant should consult with the Participant’s personal legal advisor regarding any exchange control obligations the Participant may have in connection with participation in the Plan.

Foreign Asset/Account Reporting Information. The Participant must report holdings of any equity interest in a foreign company (e.g., Shares acquired under the Plan) on his or her annual tax return each year.

AUSTRALIA

Terms and Conditions

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

Australia Offer Document. The grant of RSUs under the Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Participant’s Australia Offer Document.

BELGIUM

Notifications

Foreign Asset/Account Reporting Information. Belgian residents are required to report any security (e.g., Shares acquired under the Plan) or bank account held outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which such account was opened). The forms to complete the report are available on the National Bank of Belgium website.

Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax may apply when Shares acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.

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CANADA

Terms and Conditions

RSUs Settled in Shares Only. Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the contrary, RSUs granted to employees in Canada shall be settled in Shares only and do not provide any right for the Participant to receive a cash payment.

The following terms and conditions apply to residents of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Global Restricted Stock Unit Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be provided to them in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir expressément souhaité que la présente convention («Agreement»), ainsi que tous les documents exécutés, avis donnés et procédures judiciaires intentées, en vertu de, ou liés directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy. This provision supplements Section 9 of the Global Restricted Stock Unit Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the Company and its Subsidiaries to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information. The Participant is permitted to sell Shares acquired under the Plan through a broker acceptable to the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including Shares and rights to receive Shares (e.g., RSUs granted or Shares acquired under the Plan) in a non-Canadian company, on Form T1135 (Foreign Income Verification Statement), on an annual basis, if the total cost of the individual’s foreign specified property exceeds C$100,000 at any time during the year. Thus, if the C$100,000 cost threshold is exceeded by other foreign property held by the individual, RSUs must be reported. Such RSUs may be reported at a nil cost.

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For purposes of the reporting, Shares acquired under the Plan may be reported at their adjusted cost bases. The adjusted cost basis of a Share is generally equal to the fair market value of such Share at the time of acquisition; however, if the individual owns other Shares (e.g., acquired under other circumstances or at another time), the adjusted cost basis may be different.

The Participant should consult his or her personal tax advisor to determine the Participant’s exact reporting requirements in this regard.

FRANCE

Terms and Conditions

Consent to Receive Information in English. By accepting the Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and this Agreement) which were provided in English language. The Participant accepts the terms of those documents accordingly.

En acceptant le Contrat décrivant les termes et conditions de l’attribution, le participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. et ce Contrat) qui ont été communiqués en langue anglaise. Le participant accepte les termes en connaissance de cause.

Notifications

RSUs Not Tax-Qualified. The Participant understands that the RSUs are not intended to be French tax-qualified.

Foreign Asset/Account Reporting Information. French residents holding Shares outside France or maintaining a foreign bank account are required to report such to the French tax authorities when filing their annual tax returns, including any accounts that were closed during the year. Failure to comply could trigger significant penalties.

GERMANY

Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized from the sale of Shares or the receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de), in both German and English. The Participant is responsible for making this report.

IRELAND

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Notifications

Director Notification Requirement. Directors, shadow directors or secretaries of an Irish Subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital must notify the Irish Subsidiary in writing when acquiring or disposing of their interest in the Company (e.g., RSUs granted under the Plan, Shares, etc.), when becoming aware of the event giving rise to the notification requirement or when becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of the spouse or children under the age of 18 of the director, shadow director or secretary (whose interests will be attributed to the director, shadow director or secretary).

ITALY

Terms and Conditions

Plan Document Acknowledgment. By accepting the grant of these RSUs, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement. The Participant further acknowledges that the Participant has read and expressly approves the following sections of the Global Restricted Stock Unit Award Agreement: “Responsibility for Taxes”; “Withholding Requirements,” “Nature of Grant”; “Data Privacy Provisions Applicable to Participants in the EEA+;” and “Choice of Law; Jurisdiction.”

Notifications

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (such as cash, Shares or RSUs) which may generate income taxable in Italy are required to report such assets on their annual tax returns or on a special form if no tax return is due. The same reporting duties apply to Italian residents who are beneficial owners of the foreign financial assets pursuant to Italian money laundering provisions, even if they do not directly hold the foreign asset abroad. The Participant should consult a personal legal advisor to ensure compliance with applicable reporting requirements.

Foreign Asset Tax Information. The value of the financial assets held outside of Italy (including Shares) by Italian residents is subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under the Plan) assessed at the end of the calendar year.

JAPAN

Notifications

Foreign Asset/Account Reporting Information. Japanese residents are required to report details of any assets held outside of Japan as of December 31, including Shares acquired under the Plan, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 each year. The Participant is responsible for complying with this reporting

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obligation if applicable to the Participant and the Participant should consult his or her personal tax advisor in this regard.

POLAND

Terms and Conditions

Consent to Receive Information in English. By accepting the RSUs, the Participant confirms having read and understood the Plan and the Agreement, which were provided in the English language. The Participant accepts the terms of these documents accordingly.

Notifications

Exchange Control Information. If the Participant holds foreign securities (including Shares) and maintains such securities in an account abroad, he or she may be required to file certain reports with the National Bank of Poland. Specifically, if the value of the Participant’s securities and cash held in an account abroad (when combined with all other assets held abroad) exceeds PLN 7 million, he or she must file reports with the National Bank of Poland regarding any transactions and the balances of the foreign accounts on a quarterly basis. Such reports are filed on special forms available on the website of the National Bank of Poland. Additionally, any funds transfer by a Polish resident into or out of Poland in excess of a specified threshold (currently €15,000, unless the transfer of funds is considered to be connected with the business activity of an entrepreneur, in which case a lower threshold may apply) must be effected through a bank in Poland. Polish residents are required to store all documents related to any foreign exchange transactions for a period of five years.

SERBIA

Notifications

Securities Law Information. The grant of RSUs and the issuance of any Shares are not subject to the regulations concerning public offers and private placements under the Law on Capital Markets.

Exchange Control Information. Pursuant to the Law on Foreign Exchange Transactions, the Participant is permitted to acquire Shares under the Plan. However, the National Bank of Serbia may require that Serbian residents obtain permission to hold any proceeds from the sale of Shares in an offshore account. The Participant should consult with a personal legal advisor to determine his or her reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change without notice based on the interpretation of applicable regulations by the National Bank of Serbia.

SINGAPORE

Terms and Conditions

Restriction on Sale of Shares. The RSUs are subject to section 257 of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares in Singapore,

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unless such sale or offer is made (i) after 6 months from the Date of Grant or (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA or (iii) pursuant to, and in accordance with, the conditions of any applicable provision of the SFA.

Notifications

Securities Law Information. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement. If the Participant is a director, associate director or shadow director of a Singapore Subsidiary, the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is a Singapore resident or employed in Singapore. Among these requirements is the obligation to notify the Singapore Subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSUs, Shares) in the Company or a Subsidiary. These notifications must be made within two (2) business days of (i) acquiring or disposing of an interest in the Company or any Subsidiary, (ii) any change in a previously disclosed interest (e.g., sale of Shares acquired under the Plan) or (iii) becoming a director, associate director or shadow director if such an interest exists at that time. Futhermore, if the Participant is the Chief Executive Officer (“CEO”) of a Singapore Subsidiary and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary, the above notification requirements also may apply to the Participant.

SPAIN

Terms and Conditions

Nature of Grant. The following provisions supplement Section 6 of the Global Restricted Stock Unit Award Agreement:

By accepting the grant of the RSUs, the Participant consents to participation in the Plan and acknowledge that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary, other than to the extent set forth in the Agreement. Consequently, the Participant understands that the grant of the RSUs is made on the assumption and condition that the RSUs and any Shares acquired under the Plan are not part of any service agreement (either with the Company or any Subsidiary), and shall not be considered a mandatory benefit, compensation for any purpose, or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accept that, should any or all of the

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assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the RSUs shall be null and void.

Further, the Participant understands that unless otherwise set forth in this Agreement, the Participant will not be entitled to continue vesting in the RSUs after termination of the Participant’s Service. This will be the case, for example, even in the event of a termination of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be without cause, material modification of the terms of employment agreement under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company or Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in Section 6 of the Global Restricted Stock Unit Award Agreement.

Notifications

Securities Law Information. No “offer to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the RSUs. The Plan, the Agreement and any other documents evidencing the grant of the RSUs have not been, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.

Exchange Control Information. The Participant must declare the acquisition of Shares to the Spanish Dirección General de Comercio Internacional e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. The Participant must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, the sale of Shares must be declared on Form D-6 filed with the DGCI in January, unless the sale proceeds exceed the applicable threshold (currently EUR 1,502,530), in which case, the filing is due within one month after the sale.

Foreign Asset/Account Reporting Information. The Participant is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Shares) and any transactions with non-Spanish residents (including any payments of cash or Shares made to the Participant by the Company or any U.S. brokerage account) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceed EUR 1 million.

Further, to the extent the Participant holds Shares and/or has a bank account outside Spain with a value in excess of EUR 50,000 (for each type of asset) as of December 31, the Participant will be required to report information on such assets on the Participant’s tax return (tax form 720) no later than March 31 for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than EUR 20,000 of if the Participant transfers or disposes of previously-reported rights or assets.

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SWITZERLAND

Terms and Conditions

Securities Law Information. Neither this document nor any materials relating to the Shares (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or one of its Subsidiaries, and (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to Article 51 of FinSA or any Swiss regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:

Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit.

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Exhibit 10.7

INDEMNIFICATION And Advancement AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Company’s Amended and Restated Bylaws (the “Bylaws”) and Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification and advancement of expenses;

WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent

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permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant thereto, as well as any rights of Indemnitee under any directors’ and officers’ liability insurance policy, and is not a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation, and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and advanced expenses.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.

Services to the Company. Indemnitee agrees to serve as [a/an] [director/officer/employee/agent/fiduciary] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2.

Definitions. As used in this Agreement:

(a)

“Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.

(b)

A “Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following events:

Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

ii.

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose

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election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii.

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv.

Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

vi.

For purposes of this Section 2(b), the following terms have the following meanings:

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c)

“Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.

(d)

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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(e)

“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.

(f)

“Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements, obligations, or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g)

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel.

(h)

[Reserved.]

(i)

The term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, regulatory, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.

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Section 3.

Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 4.

Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5.

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.

Section 6.

Indemnification for Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate or provide information.

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Section 7.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8.

Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).

Section 9.

Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:

(a)

for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b)

for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c)

initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 10.

Advances of Expenses.

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(a)

The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.

(b)

Advances will be unsecured and interest free. Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

Section 11.

Procedure for Notification of Claim for Indemnification or Advancement.

(a)

Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

(b)

The Company will be entitled to participate in the Proceeding at its own expense.

Section 12.

Procedure Upon Application for Indemnification.

(a)

Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:

by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

ii.

by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

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iii.

if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or

iv.

if so directed by the Board, by the stockholders of the Company.

(b)

If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board)

(c)

The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection made by the Company or Indemnitee to the other’s selection or Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d)

Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.

(e)

If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within ten (10) days after such determination.

Section 13.

Presumptions and Effect of Certain Proceedings.

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(a)

In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)

If the determination of the Indemnitee’s entitlement to indemnification has not been made pursuant to Section 12 within thirty (30) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period will not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel.

(c)

The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d)

For purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information

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supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) is not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e)

The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.

Section 14.

Remedies of Indemnitee.

(a)

Indemnitee may commence litigation against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such Proceeding seeking an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)

If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have

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the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.

(c)

If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)

The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e)

It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines that Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by law.

Section 15.

[Reserved.]

Section 16.

Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)

The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and

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remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

(b)

The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons with whom or which Indemnitee may be associated. The relationship between the Company and such other Persons, other than an Enterprise, with respect to the Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (d) of this Section 16 with respect to a Proceeding concerning Indemnitee’s Corporate Status with an Enterprise.

The Company hereby acknowledges and agrees:

the Company’s obligations to Indemnitee are primary and any obligation of any other Persons, other than an Enterprise, are secondary (i.e., the Company is the indemnitor of first resort) with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding;

the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding, whether created by law, the Bylaws, the Certificate of Incorporation, contract (including this Agreement) or otherwise;

any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s obligations;

the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person; and

ii.

the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s

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obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated.

ii.

Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.

(c)

To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.

(d)

The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.

(e)

In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or its insurance carrier. Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 17.

Duration of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto.

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The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 18.

Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.

Section 19.

Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.

Section 20.

Enforcement.

(a)

The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b)

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 21.

Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the

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provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.

Section 22.

Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 23.

Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:

(a)

If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.

(b)

If to the Company to:

Syneos Health, Inc.

1030 Sync Street

Morrisville, NC 27560

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 24.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 25.

Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action, claim, or proceeding between the parties arising out of or in connection with this Agreement may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction

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of the Delaware Court for purposes of any action, claim, or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action, claim, or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 26.

Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 27.

Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

SYNEOS HEALTH, INC. INDEMNITEE

By:
Name: Name:
Office: Address:

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Exhibit 31.1

CERTIFICATIONS

I, Michelle Keefe, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Syneos Health, Inc. (the “registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2022

/s/ Michelle Keefe

Michelle Keefe

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Jason Meggs, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Syneos Health, Inc. (the “registrant”);

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2022

/s/ Jason Meggs

Jason Meggs

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michelle Keefe, Chief Executive Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:

The registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, (the “Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: August 1, 2022

/s/ Michelle Keefe

Michelle Keefe

Chief Executive Officer

(Principal Executive Officer)

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jason Meggs, Chief Financial Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:

The registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Report”), to which this Certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: August 1, 2022

/s/ Jason Meggs

Jason Meggs

Chief Financial Officer

(Principal Financial Officer)