AMENDMENT 2008-1 TO THE STUART M. ESSIG CONTRACT STOCK/RESTRICTED UNITS AGREEMENT DATED AS OF JULY 27, 2004
Exhibit 10.25(c)
AMENDMENT 2008-1
TO THE
XXXXXX X. XXXXX CONTRACT STOCK/RESTRICTED UNITS AGREEMENT
DATED AS OF JULY 27, 2004
TO THE
XXXXXX X. XXXXX CONTRACT STOCK/RESTRICTED UNITS AGREEMENT
DATED AS OF JULY 27, 2004
THIS AMENDMENT, dated as of March 6, 2008, between Integra LifeSciences Holdings Corporation,
a Delaware Corporation (the “Company”) and Xxxxxx X. Xxxxx (“Executive”).
RECITALS
WHEREAS, pursuant to a Contract Stock/Restricted Units Agreement, dated as of July 24, 2004,
(the “RSU Agreement”) the Company granted to Executive an aggregate of 750,000 restricted units
that represented an equal number of shares of restricted common stock of the Company, par value
$0.01 per share, under the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan;
WHEREAS, on October 30, 2006, the Company and Executive entered into Amendment 2006-1 to the
RSU Agreement (“Amendment 2006-1”) to comply with the requirements of section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the corresponding proposed regulations
thereunder;
WHEREAS, subsequent to execution of Amendment 2006-1, final regulations were issued under
section 409A of the Code;
WHEREAS, the Company and Executive mutually desire to amend the RSU Agreement to comply with
the requirements of section 409A of the Code and the corresponding final regulations thereunder;
and
WHEREAS, Section 11 of the RSU Agreement provides that the RSU Agreement may be amended
pursuant to a written agreement between the Company and Executive.
NOW, THEREFORE, the Company and Executive hereby agree that, effective March ___, 2008, the RSU
Agreement shall be amended as follows:
1. Section 4(a) of the RSU Agreement, as amended by Amendment 2006-1, is hereby amended in its
entirety to read as follows:
“(a) The shares of Common Stock underlying the Units (the “Unit Shares”) shall be
paid out to Executive within thirty (30) days following the first business day that
occurs immediately following the 6-month period after the date of Executive’s
‘separation from service’ from the Company (within the meaning of section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the ‘Code’) and
its corresponding regulations)); provided, however, that Executive shall have a
one-time opportunity to specify a date (which is no sooner than January 1, 2008 and
no later than June 20, 2029) on which the Unit Shares shall be delivered if such
date occurs after the date on which Executive’s separation
from service with the Company occurs by giving written notice to the Company by
December 31, 2007. Notwithstanding the foregoing, if a Change in Control (as
defined in the Employment Agreement) occurs prior to Executive’s separation from
service with the Company and the date designated by Executive, if any, pursuant to
the immediately preceding sentence, the Unit Shares shall be paid to Executive on
the date of the Change in Control; provided, however, that such payment shall only
occur if the Change in Control meets the requirements of section 409A(a)(2)(v) of
the Code and its corresponding regulations.”
2. The last sentence of Section 6(f) of the RSU Agreement is hereby amended in its entirety to
read as follows:
“Such rights or warrants shall be exercisable at the same time, on the same terms
and for the same price as the rights or warrants distributed to holders of the
Common Stock; provided, however, that if such rights or warrants are deemed to be
deferred compensation subject to the requirements of section 409A of the Code, such
rights or warrants shall be distributed to Executive in a manner that complies with
such requirements.”
3. Section 9 of the RSU Agreement is hereby amended in its entirety to read as follows:
“9. Arbitration, Legal Fees and Expenses. If any contest or dispute shall
arise between the Company and Executive regarding any provision of this Agreement,
the Company shall reimburse Executive for all legal fees and expenses reasonably
incurred by Executive during his lifetime in connection with such contest or
dispute, pursuant to the provisions of Section 8.1 of the Employment Agreement. The
application of this Section 9 (and Section 8.1 of the Employment Agreement) shall
survive the termination of the Employment Agreement. The foregoing limitation shall
not preclude the Executive’s estate or heirs from recovering reasonable legal fees
(and related expenses) in accordance with the provisions hereof in the event that
Executive’s estate or heirs initiate or continue any dispute or controversy arising
under or in connection with this Agreement after Executive’s death; provided,
however, that such reasonable legal fees (and related expenses) are incurred within
the six (6)-year period following the date of Executive’s death. Such reimbursement
shall be made within ninety (90) days following the resolution of such contest or
dispute (whether or not appealed), but not later than the end of the calendar year
following the year in which the contest or dispute is resolved, to the extent the
Company receives reasonable written evidence of such fees and expenses. Any dispute
or controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in Princeton, New Jersey in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator’s award in any court having jurisdiction.”
4. Section 20 of the RSU Agreement is hereby amended in its entirety to read as follows:
2
“20. Section 409A of the Code. This Agreement is intended to comply with
the requirements of section 409A of the Code, and shall in all respects be
administered in accordance with section 409A. Notwithstanding anything in the
Agreement to the contrary, payment may only be made under the Agreement upon an
event and in a manner permitted by section 409A of the Code. If a payment is not
made by the designated payment date under the Agreement, the payment shall be made
by December 31 of the calendar year in which the designated date occurs. Any
payment to be made upon a termination of employment under this Agreement may only be
made upon a ‘separation from service’ under section 409A of the Code. To the extent
that any provision of the Agreement would cause a conflict with the requirements of
section 409A of the Code, or would cause the administration of the Agreement to fail
to satisfy the requirements of section 409A, such provision shall be deemed null and
void to the extent permitted by applicable law.”
5. In all respects not modified by this Amendment 2008-1, the RSU Agreement and Amendment
2006-1 are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company and Executive agree to the terms of the foregoing Amendment
2008-1, effective as of the date set forth above.
| INTEGRA LIFESCIENCES HOLDINGS CORPORATION |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Chairman | |||
| EXECUTIVE |
||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
3
