AMENDMENT 2008-1 TO THE AMENDED AND RESTATED 2005 EMPLOYMENT AGREEMENT
Exhibit 10.15(b)
THIS AMENDMENT, dated as of January 2, 2008, between Integra LifeSciences Holdings
Corporation, a Delaware corporation (the “Company”) and Xxxx X. Xxxxxxxx, III (“Executive”).
RECITALS
WHEREAS, the Company and Executive previously entered into the Amended and Restated 2005
Employment Agreement, dated as of December 19, 2005, (the “Employment Agreement”), that sets forth
the terms and conditions of Executive’s employment with the Company, including, but not limited to,
severance benefits that will be payable to Executive if he experiences a covered termination;
WHEREAS, the Company and Executive desire to amend the Employment Agreement to comply with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended and the final
regulations issued thereunder; and
WHEREAS, Section 17(a) of the Employment Agreement provides that the Employment Agreement may
be amended pursuant to a written agreement between the Company and Executive.
NOW, THEREFORE, the Company and Executive hereby agree that, effective January 2, 2008, the
Employment Agreement shall be amended as follows:
1. Clause (2) of subsection 12(b) of the Employment Agreement is hereby amended in its
entirety to read as follows:
“(2) pay to Executive, for the period ending on the earliest of (i) the first
anniversary of the Termination Date, (ii) the date of Executive’s full-time
employment by another employer, (iii) Executive’s death, or (iv) the first month in
which Executive does not pay to the Company the applicable monthly premium for COBRA
insurance coverage under the Company’s group health plan, a monthly cash payment,
payable on the first business day of each month that follows the Termination Date,
in an amount equal to the quotient determined by dividing (x) the aggregate monthly
premium cost for “COBRA” family health coverage under the Company’s group health
plan, by (y) 0.55; and”
2. A new clause (3) is hereby added to subsection 12(b) of the Employment Agreement to read in
its entirety as follows:
“(3) pay to Executive, for the period ending on the earliest of (i) the first
anniversary of the Termination Date, (ii) the date of Executive’s full-time
employment by another employer, or (iii) Executive’s death, a monthly cash payment,
payable on the first business day of each month that follows the
Termination Date, in an amount equal to the monthly premium cost that the Company
would have paid on behalf of Executive to cover Executive under the Company’s life
and disability insurance plans if Executive’s employment with the Company had not
terminated.”
3. Clause (2) of subsection 12(c) of the Employment Agreement is hereby amended in its
entirety to read as follows:
“(2) pay to Executive, for the period ending on the earliest of (i) the fifth
anniversary of the date of this Agreement, (ii) the Executive’s death, or (iii) the
earlier of (A) during the COBRA continuation period, the first month in which
Executive does not pay to the Company the applicable monthly premium for COBRA
insurance coverage under the Company’s group health plan, or (B) following the
expiration of the COBRA continuation period, the first month in which Executive does
not provide the Company with evidence that he is receiving health insurance coverage
from another insurance provider, a monthly cash payment, payable on the first
business day of each month that follows the Termination Date, in an amount equal to
the quotient determined by dividing (x) the aggregate monthly premium cost for
“COBRA” family health coverage under the Company’s group health plan, by (y) 0.55;”
4. A new clause (3) is hereby added to subsection 12(c) of the Employment Agreement (and the
existing clauses (3) and (4) are hereby renumbered as clauses (4) and (5) respectively) to read in
its entirety as follows:
“(3) pay to Executive, for the period ending on the earliest of (i) the fifth
anniversary of the date of this Agreement, or (ii) the Executive’s death, a monthly
cash payment, payable on the first business day of each month that follows the
Termination Date, in an amount equal to the monthly premium cost that the Company
would have paid on behalf of Executive to cover Executive under the Company’s life
and disability insurance plans if Executive’s employment with the Company had not
terminated;”
5. The fourth sentence of clause (4) of subsection 12(c) of the Employment Agreement (after
the renumbering in Item 4 above) is hereby amended in its entirety to read as follows:
“All Gross-Up Payments shall be paid no later than the end of Executive’s taxable
year next following Executive’s taxable year in which the related taxes are remitted
to the taxing authority.”
6. Clause (5) of subsection 12(c) of the Employment Agreement (after the renumbering in Item 4
above) is hereby amended in its entirety to read as follows:
“pay to Executive all reasonable legal fees and expenses incurred by Executive
during his lifetime as a result of such termination of employment (including all
fees and expenses, if any, incurred by Executive in contesting or disputing any such
termination or in seeking to obtain to enforce any right or benefit provided to
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Executive by this Agreement whether by arbitration or otherwise). The foregoing
limitation shall not preclude 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.
The 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.”
7. Subsection 12(e) of the Employment Agreement is hereby amended in its entirety to read as
follows:
“(e) Payment Delay. Notwithstanding any provision to the contrary herein,
if at the time of Executive’s termination of employment the Company’s stock is
publicly traded and Executive is a ‘specified employee’ (as such term is defined in
section 409A(2)(B)(i) of the Code and its corresponding regulations), then all cash
payments to Executive pursuant to this Section 12 that are deemed as deferred
compensation subject to the requirements of section 409A of the Code shall not be
paid to Executive until as soon as administratively practicable following the
expiration of the six month period following the date of Executive’s Termination
Date, but not later than the first Company payroll date that occurs after the end of
such six month period. Any postponed amounts shall be paid to Executive in a lump
sum within thirty (30) days after the date that is six (6) months following
Executive’s Date of Termination, and any amounts payable to Executive after the
expiration of such six (6) month period under this Agreement shall continue to be
paid to Executive in accordance with the terms of this Agreement. If Executive dies
during such six-month period and prior to the payment of the postponed cash amounts
hereunder, the amounts withheld on account of section 409A of the Code shall be paid
to the personal representative of Executive’s estate within thirty (30) days after
the date of Executive’s death. If any of the cash payments payable pursuant to this
Section 12 are deferred due to such requirements, there shall be added to such
payments interest during the deferral period at a rate, per annum, equal to the
applicable federal short-term deferral rate (compounded monthly) in effect under
section 1274(d) of the Code on Executive’s Termination Date.”
8. Section 15 of the Employment Agreement is hereby amended in its entirety to read as
follows:
“15. Death of Executive. If Executive dies during the term of this
Agreement, the Company shall pay Executive’s spouse a death benefit equal to one (1)
times Executive’s annual Base Salary at the time of his death, which shall be paid
to Executive’s spouse in a lump sum cash payment within thirty (30) days following
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the date of Executive’s death. In addition, the Company shall pay to Executive’s
spouse and eligible dependents for the period ending on the earlier of (i) the first
anniversary of Executive’s death, or (ii) the first month in which Executive’s
spouse and/or eligible dependents do not pay to the Company the applicable monthly
premium for COBRA insurance coverage under the Company’s group health plan, a
monthly cash payment that is equal to the quotient determined by dividing (x) the
aggregate monthly premium cost for “COBRA” family health coverage under the
Company’s group health plan, by (y) 0.55. The first monthly cash payment provided
for in the immediately preceding sentence shall be paid within thirty (30) days
following the date of Executive’s death and each monthly payment thereafter shall be
paid on the first business day of each month, commencing with the second month that
follows Executive’s date of death. Any amounts due Executive under this Agreement
(not including any Base Salary not yet earned by Executive) unpaid as of the date of
Executive’s death shall be paid in a single sum on the first business day of the
second month following Executive’s death to Executive’s surviving spouse, or if
none, to the duly appointed personal representative of his estate.”
9. Subsection 17(b) of the Employment Agreement is hereby amended in its entirety to read as
follows:
“(b) Section 409A.
(1) This Agreement shall be interpreted to avoid any penalty sanctions under
section 409A of the Code. If any payment or benefit cannot be provided or made at
the time specified herein without incurring sanctions under section 409A, then such
benefit or payment shall be provided in full at the earliest time thereafter when
such sanctions will not be imposed. All payments 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. For purposes of section 409A of the Code, each
payment made under this Agreement shall be treated as a separate payment. In no
event may Executive, directly or indirectly, designate the calendar year of payment.
(2) All reimbursements provided under this Agreement shall be made or provided
in accordance with the requirements of section 409A, including, where applicable,
the requirement that (i) any reimbursement is for expenses incurred during
Executive’s lifetime (or during a shorter period of time specified in this
Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar
year may not affect the expenses eligible for reimbursement in any other calendar
year, (iii) the reimbursement of an eligible expense will be made on or before the
last day of the calendar year following the year in which the expense is incurred,
and (iv) the right to reimbursement is not subject to liquidation or exchange for
another benefit. If expenses are incurred in connection with litigation, any
reimbursements under the Agreement shall be paid not later than the end of the
calendar year following the year in which the litigation is resolved.”
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10. In all respects not modified by this Amendment 2008-1, the Employment Agreement is 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 |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| EXECUTIVE |
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| /s/ Xxxx X. Xxxxxxxx, III | ||||
| Xxxx X. Xxxxxxxx, III | ||||
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