WHEREAS, the Company and Executive previously entered into the Amended and Restated 2005
Employment Agreement, dated as of December 19, 2005, (as amended from time to time, the
“Employment Agreement”), that sets forth the terms and conditions of Executive’s employment
with the Company;
WHEREAS, as of January 2, 2008, the Company and Executive entered into Amendment 2008-1 to the
Employment Agreement (“Amendment 2008-1”) to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder;
WHEREAS, as of December 18, 2008, the Company and Executive entered into Amendment 2008-2 to
the Employment Agreement (“Amendment 2008-2”) to extend the term of Executive’s employment
and to modify certain other provisions of the Employment Agreement;
WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth
NOW, THEREFORE, the Company and Executive hereby agree that, effective as of April 13, 2009,
the Employment Agreement shall be amended as follows:
1. Clause (5) of Subsection 1(h) of the Employment Agreement is hereby amended by adding the
following proviso at the end of such Section:
“provided, however, that, notwithstanding the foregoing, Executive hereby expressly
consents to the reduction of Executive’s Base Salary to the Reduced Base Salary for
the 2009 Reduced Pay Period as set forth in Section 5 and the amendments to Section
6 of this Agreement as set forth in Amendment 2009-1 hereto, and Executive hereby
acknowledges and agrees that neither such Base Salary reduction nor such amendments
shall constitute “Good Reason” for purposes of this Agreement or any other
2. Section 5 of the Employment Agreement is hereby amended and restated in its entirety to
read as follows:
“5. Compensation. As of January 1, 2009, Executive’s base salary rate is equal
to $475,000 per annum, and as of January 1, 2010, Executive’s base salary rate shall be
equal to $500,000 per annum (such base salary, as may be increased from time to time, the
“Base Salary”). Notwithstanding the foregoing, effective for the period commencing on the
first day of the first full pay period of the Company on or after April 13, 2009 and ending
on December 31, 2009 (the “2009 Reduced Pay Period), Executive’s Base Salary shall be
reduced to $450,000 per annum (the “Reduced Base Salary”); provided further, that, for
purposes of determining any bonus or severance amounts payable to Executive pursuant to
Sections 6, 12 or 15 hereof, Executive’s “Base Salary” shall at all times, including during
the 2009 Reduced Pay Period, refer to Executive’s Base Salary (and not the Reduced Base
Salary). Executive’s Base Salary shall be payable in periodic installments in accordance
with the Company’s regular payroll practices in effect from time to time. Executive’s Base
Salary shall be subject to annual reviews, but may not be decreased without Executive’s
express written consent.”
3. The following provisions are hereby added to the end of Section 6 of the Employment
“Notwithstanding anything herein to the contrary,
with respect to the Company’s 2008 fiscal year, on April 13,
2009, the Company shall pay Executive a bonus in restricted shares of common
stock of the Company (the “Special FY 2008 Restricted Stock Award”). The
Special FY 2008 Restricted Stock Award shall, subject to Executive’s continued
employment with the Company, vest with respect to 100% of the underlying shares
on March 15, 2010, and shall be subject to the terms and conditions set forth
in the Restricted Stock Agreement substantially in the form attached as
Exhibit B hereto and the Company’s Amended and Restated 2003 Equity
Incentive Plan; and
with respect to the Company’s 2009 fiscal year, if the
applicable performance goals determined by the Board or the Compensation
Committee for such year are satisfied, the Company shall pay Executive a bonus
pursuant to this Section 6 in restricted shares of common stock of the Company
(the “Special FY 2009 Restricted Stock Award”). Any Special FY 2009 Restricted
Stock Award that becomes payable to Executive shall be awarded during the
period commencing on January 1, 2010 and ending not later than April 1, 2010
and shall be subject to Executive’s continued employment with the Company until
the date that such award is made. Any Special FY 2009 Restricted Stock Award
paid to Executive shall, subject to Executive’s continued employment with the
Company, vest with respect to 100% of the underlying shares on December 31,
2010, and shall be subject to the terms and conditions set forth in the
Restricted Stock Agreement substantially in the form attached as Exhibit
B hereto and the Company’s Amended and Restated 2003 Equity Incentive Plan.
The Special FY 2008 Restricted Stock Award and the Special FY 2009 Restricted Stock
Award are not intended to be in lieu of, and shall not affect Executive’s rights to, any
other equity compensation.”
4. In all respects not modified by this Amendment 2009-1, the Employment Agreement, Amendment
2008-1 and Amendment 2008-2 are hereby ratified and confirmed.
[Signature page follows]
IN WITNESS WHEREOF, Company and Executive agree to the terms of the foregoing Amendment
2009-1, effective as of the date set forth above.
By: /s/ Stuart M. Essig
Name: Stuart M. Essig
Title: President and Chief Executive Officer
/s/ John B. Henneman, III
John B. Henneman, III
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the “Award Agreement”), dated as of (the “Award
Date”), is made by and between Integra LifeSciences Holdings Corporation, a Delaware corporation
(the “Company”), and , an employee of the Company (or one or more of its
Related Corporations or Affiliates), hereinafter referred to as the “Participant”:
WHEREAS, the Company maintains the Integra LifeSciences Holdings Corporation 2003 Equity
Incentive Plan, as amended (the “Plan”), and wishes to carry out the Plan, the terms of which are
hereby incorporated by reference and made part of this Award Agreement; and
NOW, THEREFORE, in consideration of the various covenants herein contained, and intending to
be legally bound hereby, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
Capitalized terms not otherwise defined below shall have the meaning set forth in the Plan or,
as indicated herein, in that certain Amended and Restated Employment Agreement dated as of December
19, 2005 between the Company and the Participant, as amended (the “Employment Agreement”), as
applicable. The masculine pronoun shall include the feminine and neuter, and the singular the
plural, where the context so indicates.
Section 1.1 Restricted Stock. “Restricted Stock” shall mean shares of Common Stock
of the Company issued under this Award Agreement and subject to the Restrictions imposed hereunder.
Section 1.2 Restrictions. “Restrictions” shall mean the forfeiture and transferability
restrictions imposed upon Restricted Stock under the Plan and this Award Agreement.
Section 1.3 Rule 16b-3. “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended from time to time.
Section 1.4 Secretary. “Secretary” shall mean the Secretary of the Company.
Section 1.5 Termination of Service. “Termination of Service” shall mean the time when the
Participant ceases to provide services to the Company and its Related Corporations and Affiliates
as an employee or Associate for any reason with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death, or Disability, but excluding a
termination where the Participant is simultaneously reemployed by, or remains employed by, or
continues to provide services to, the Company and/or one or more of its Related Corporations and
Affiliates or a successor entity thereto.
Section 1.6 Vested Shares. “Vested Shares” shall mean the shares of Restricted Stock which
are no longer subject to the Restrictions by reason of Section 3.2.
Section 1.7 Vesting Date. “Vesting Date” shall mean [March 15, 2010 (for the Special FY 2008
Restricted Stock Award)] [December 31, 2010 (for the Special FY 2009 Restricted Stock Award)].
ARTICLE II. ISSUANCE OF RESTRICTED STOCK
Section 2.1 Issuance of Restricted Stock. On the date hereof the Company issues to the
Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this
Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the
Participant or held in book entry form, but if a stock certificate is issued it shall be delivered
to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is
forfeited. As a further condition to the Company’s obligations under this Award Agreement, the
Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse
attached hereto as Exhibit A.
Section 2.2 Restrictions. Until vested pursuant to Section 3.2, the Restricted Stock shall be
subject to forfeiture as provided in Section 3.1 and may not be sold, assigned, transferred,
pledged, or otherwise encumbered or disposed of.
Section 2.3 Voting and Dividend Rights. The Participant, shall have all the rights of a
stockholder with respect to his Restricted Stock, including the right to vote the Restricted Stock,
except that the Participant shall have the right to receive all dividends or other distributions
paid or made with respect to only those outstanding vested shares of Common Stock.
ARTICLE III. RESTRICTIONS
Section 3.1 Forfeiture. Upon the Participant’s Termination of Service, the Participant’s
rights in Restricted Stock that has not yet vested pursuant to Section 3.2 shall lapse, and such
Restricted Stock shall be surrendered to the Company without consideration (and, in the event that
certificates representing such Restricted Stock are held by the Company, such Restricted Stock
shall be so transferred without any further action by the Participant).
Section 3.2 Termination of Restrictions. The Restrictions shall terminate and lapse, and such
shares shall vest in the Participant and become Vested Shares on the Vesting Date as provided in
Section 3.3, provided that the Participant has continued to serve as an employee or an Associate
from the Award Date to and including the Vesting Date. Notwithstanding the foregoing, upon a
Change in Control, or in the event that the Participant’s employment is terminated by the Company
without Cause, by the Participant for Good Reason, or as a result of the Participant’s death or
Disability (each as defined in the Employment Agreement), all Restrictions on outstanding shares of
Restricted Stock shall thereupon lapse and all outstanding shares of Restricted Stock shall become
Section 3.3 Lapse of Restrictions. Upon the Vesting Date, the Company shall issue new
certificates evidencing the Vested Shares and deliver such certificates to the Participant or his
legal representative, or record such Vested Shares in book entry form, free from the legend
provided for in Section 4.2 and any of the other Restrictions; provided, however, such certificates
shall bear any other legends and such book entry accounts shall be subject to any other
restrictions as the Company may determine are required to comply with Section 4.6. Such Vested
Shares shall cease to be considered Restricted Stock subject to the terms and conditions of this
Award Agreement. Notwithstanding the foregoing, no such new certificate shall be delivered to the
Participant or his legal representative unless and until the Participant or his legal
representative shall have satisfied the full amount of all federal, state and local withholding or
other employment taxes applicable to the taxable income of the Participant resulting from the lapse
of the Restrictions in accordance with Section 4.3.
ARTICLE IV. MISCELLANEOUS
Section 4.1 No Additional Rights. Nothing in this Award Agreement or in the Plan shall confer
upon any person any right to a position as an Associate or continued employment by the Company or
any of its Related Corporations or Affiliates or affect in any way the right of any of the
foregoing to terminate the services of an individual at any time.
Section 4.2 Legend. Any certificates representing shares of Restricted Stock issued pursuant
to this Award Agreement shall, until all Restrictions lapse and new certificates are issued
pursuant to Section 3.3, bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED
STOCK AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND THE HOLDER OF
THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE ENCUMBERED OR DISPOSED OF UNDER ANY
CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE
CORPORATION AT 311 ENTERPRISE DRIVE, PLAINSBORO, NEW JERSEY 08536.
Section 4.3 Tax Withholding. On the Vesting Date, the Company shall notify the Participant of
the amount of tax which must be withheld by the Company under all applicable federal, state and
local tax laws. Subject to any applicable legal conditions or restrictions, the Company shall
withhold from the shares of Restricted Stock a number of whole shares of common stock having a fair
market value, determined as of the Vesting Date, not in excess of the minimum of tax required to be
withheld by law.
Section 4.4 Notices. Any notice to be given under the terms of this Award Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any notice to be given to
the Participant shall be addressed to him at the address given beneath his signature hereto. By a
notice given pursuant to this Section 4.4, either party may hereafter designate a different address
for notices to be given to it or him. Any notice which is required to be given to the Participant
shall, if the Participant is then deceased, be given to the Participant’s personal representative
if such representative has previously informed the Company of his status and address by written
notice under this Section 4.4. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a
post office or branch post office regularly maintained by the United States Postal Service.
Section 4.5 Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Award Agreement.
Section 4.6 Conformity to Securities Laws. This Award Agreement is intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, this Award
Agreement shall be administered, and the Restricted Stock shall be issued, only in such a manner as
to conform to such laws, rules and regulations. To the extent permitted by applicable law, this
Award Agreement and the Restricted Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
Section 4.7 Amendment. This Award Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Award Agreement.
Section 4.8 Governing Law. The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this Award Agreement
regardless of the law that might be applied under principles of conflicts of laws.
IN WITNESS HEREOF, this Award Agreement has been executed and delivered by the parties hereto.
c/o Integra LifeSciences Corporation
311 Enterprise Drive
Plainsboro, NJ 08536
EXHIBIT A CONSENT OF SPOUSE
I, , spouse of , have read and approve the foregoing
Award Agreement. In consideration of granting of shares of Integra LifeSciences Holdings
Corporation to my spouse as set forth in the Award Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Award Agreement and agree to be
bound by the provisions of the Award Agreement insofar as I may have any rights in said Award
Agreement or any shares issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the date of the signing
of the foregoing Award Agreement.