EXHIBIT 10.37
[FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT - DIRECTORS]
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
[NAME OF PLAN]
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT made as of the date (the "Grant Date")
set forth in the attached Notice of Grant of Stock Options and Option Agreement
("Notice of Grant"), between Integra LifeSciences Holdings Corporation, a
Delaware corporation (the "Company"), and the named member of the Company's
Board of Directors (the "Optionee").
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase shares of common stock of the Company, par value $.01 per share
("Common Stock"), as hereinafter provided, in accordance with the provisions of
the Integra LifeSciences Holdings Corporation [NAME OF PLAN] (the "Plan"), which
can be found on Integra's Intranet at xxxx://xxxxxxxx/xxxxxxxxxxxx/. Requests
for hardcopies of the "Plan" should be directed to Xxxxxxxx Xxxxx at the New
Jersey Corporate Office.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration the legal sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee a
non-qualified stock option (the "Option") to purchase all or any part of an
aggregate of the number of shares of Common Stock as set forth in the attached
Notice of Grant, subject to adjustment in accordance with Section 8 of the Plan.
2. Purchase Price. The purchase price per share of the shares of Common
Stock covered by the Option shall be that set forth in the attached Notice of
Grant, subject to adjustment in accordance with Section 8 of the Plan. It is the
determination of the Company's Equity Award Committee (the "Committee") that on
the Grant Date the Option price was not less than the greater of one hundred
percent (100%) of the fair market value of the Common Stock, or the par value
thereof.
3. Term. Unless earlier terminated pursuant to any provision of this Option
Agreement, this Option shall expire on the date set forth in the attached Notice
of Grant (the "Expiration Date"), which date is not more than ten (10) years
from the Grant Date. Notwithstanding anything herein to the contrary, this
Option shall not be exercisable after the Expiration Date.
4. Exercise of Option. This Option shall vest and become exercisable in
accordance with the vesting schedule set forth in the attached Notice of Grant.
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Any portion of the Option that becomes exercisable in accordance with the
foregoing shall remain exercisable, subject to the provisions contained in this
Option Agreement, until the expiration of the term of this Option as set forth
in Paragraph 3 or until other termination of the Option as set forth in this
Option Agreement.
5. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised in whole or in part by written
notice to the Company, at its principal office, which is located at 000X
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice shall state the
election to exercise the Option, and the number of shares with respect to which
it is being exercised; shall be signed by the person or persons so exercising
the Option; shall, unless the Company otherwise notifies the Optionee, be
accompanied by the investment certificate referred to in Paragraph 6; and shall
be accompanied by payment of the full Option price of such shares.
The Option price shall be paid to the Company in: (i) cash or its
equivalent; or (ii) by delivering a properly executed notice of exercise of the
Option to the Company and a broker, in accordance with Section 7.1(f)(iv) of the
Plan.
Upon receipt of such notice and payment, the Company, as promptly as
practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option is so
exercised. Such certificate(s) shall be registered in the name of the person or
persons so exercising the Option (or, if the Option is exercised by the Optionee
and if the Optionee so requests in the notice exercising the Option, shall be
registered in the name of the Optionee and the Optionee's spouse, jointly, with
right of survivorship) and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event the
Option is exercised by any person or persons after the legal disability or death
of the Optionee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise the Option. All shares that are
purchased upon the exercise of the Option as provided herein shall be fully paid
and not assessable by the Company.
6. Shares to be Purchased for Investment. Unless the Company has
theretofore notified the Optionee that a registration statement covering the
shares to be acquired upon the exercise of the Option has become effective under
the Securities Act of 1933 and the Company has not thereafter notified the
Optionee that such registration statement is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such
exercise be acquired for investment and not with a view to distribution, and the
person effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to delay the transferability
of the shares issued upon any such exercise to the extent necessary to avoid a
risk of violation of the Securities Act of 1933 (or of any rules or regulations
promulgated thereunder) or of any state laws or regulations. Such restrictions
may, at the option of the Company, be noted or set forth in full on the share
certificates.
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7. Non-Transferability of Option. This Option is not assignable or
transferable, in whole or in part, by the Optionee other than by will or by the
laws of descent and distribution, and during the lifetime of the Optionee the
Option shall be exercisable only by the Optionee or by his or her guardian or
legal representative.
8. Termination of Service. If the Optionee's service with the Company (and
Related Corporations) terminates for any reason other than death or disability
prior to the Expiration Date of this Option as set forth in Paragraph 3, this
Option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of such termination of
service, or to any greater extent permitted by the Committee, by the Optionee at
any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) Six (6) months after the date of the Optionee's
termination of service
9. Disability. If the Optionee becomes disabled, as defined in the Plan,
during his or her service with the Company (and Related Corporations) and, prior
to the Expiration Date of this Option as set forth in Paragraph 3, the
Optionee's service is terminated as a consequence of such disability, this
Option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of such termination of
service, or to any greater extent permitted by the Committee in its discretion,
by the Optionee, or in the event of the Optionee's legal disability, by the
Optionee's legal representative, at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One (1) year after the date of the Optionee's
termination of service by reason of disability
10. Death. If the Optionee dies during his or her service with the Company
(and Related Corporations), and prior to the Expiration Date of this Option as
set forth in Paragraph 3, or if the Optionee's service is terminated for any
reason (as described in Paragraphs 8 or 9 above) and the Optionee dies following
his or her termination of service but prior to the earlier of the Expiration
Date of this Option as set forth in Paragraph 3 above, or the expiration of the
period determined under Paragraph 8 or 9 above, this Option may be exercised, to
the extent of the number of shares with respect to which the Optionee could have
exercised it on the date of his or her death, or to any greater extent permitted
by the Committee, by the Optionee's estate, personal representative or
beneficiary who acquired the right to exercise this Option by bequest or
inheritance or by reason of the Optionee's death, at any time prior to the
earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One (1) year after the date of the Optionee's death
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11. Withholding of Taxes. The obligation of the Company to deliver shares
of Common Stock upon the exercise of the Option shall be subject to applicable
federal, state and local tax withholding requirements. If the exercise of any
Option is subject to the withholding requirements of applicable federal, state
or local tax laws, the Committee, in its discretion, may permit the Optionee,
subject to the provisions of the Plan and such additional withholding rules (the
"Withholding Rules") as shall be adopted by the Committee, to satisfy the
withholding tax, in whole or in part, by electing to have the Company withhold
(or by returning to the Company) shares of Common Stock, which shares shall be
valued, for this purpose, at their fair market value on the date of exercise of
the Option (or, if later, the date on which the Optionee recognizes ordinary
income with respect to such exercise). An election to use shares of Common Stock
to satisfy tax withholding requirements must be made in compliance with and
subject to the Withholding Rules. The Committee may not withhold shares in
excess of the number necessary to satisfy the minimum tax withholding
requirements.
12. Construction. Except as would be in conflict with any specific
provision herein, this Option Agreement is made under and subject to the
provisions of the Plan as in effect on the Grant Date and, except as would
conflict with the provisions of this Option Agreement, all of the provisions of
the Plan as in effect on the Grant Date are hereby incorporated herein as
provisions of this Option Agreement. Notwithstanding the foregoing, provisions
of this Option Agreement that conflict with the Plan will be given effect only
to the extent they do not exceed the Committee's discretion under the Plan.
13. Governing Law. This Non-Qualified Stock Option Agreement shall be
governed by applicable federal law and otherwise by the laws of the State of New
Jersey.
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