EXHIBIT 10.35
[FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT - NON-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 Key Employee
of the Company, a Related Corporation, or an affiliate (the "Employee").
WHEREAS, the Company desires to afford the Employee 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 Employee 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 000
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 Employee, 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 Employee
and if the Employee so requests in the notice exercising the Option, shall be
registered in the name of the Employee and the Employee'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 Employee, 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 Employee 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
Employee 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 Employee other than by will or by
the laws of descent and distribution, and during the lifetime of the Employee
the Option shall be exercisable only by the Employee or by his or her
guardian or legal representative.
8. Termination of Employment. If the Employee's employment with the
Company and all Related Corporations is terminated 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 Employee could have exercised it on the date of such
termination of employment, or to any greater extent permitted by the Committee,
by the Employee at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) Six (6) months after such termination of employment.
9. Disability. If the Employee becomes disabled, as defined in the
Plan, during his or her employment with the Company and Related Corporations
and, prior to the Expiration Date of this Option as set forth in Paragraph 3,
the Employee's employment 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 Employee could have exercised it on the date of such termination of
employment, or to any greater extent permitted by the Committee in its
discretion, by the Employee, or in the event of the Employee's legal disability,
by the Employee's legal representative, at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One year after the date of such termination of employment.
10. Death. If the Employee dies during his or her employment with the
Company and Related Corporations and prior to the Expiration Date of this Option
as set forth in Paragraph 3, or if the Employee's employment is terminated for
any reason (as described in Paragraphs 8 or 9 above) and the Employee dies
following his or her termination of employment but prior to the earliest 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 Employee could have exercised it on the date of his or her death, or to any
greater extent permitted by the Committee, by the Employee's estate, personal
representative or beneficiary who acquired the right to exercise this Option by
bequest or inheritance or by reason of the Employee's death, at any time prior
to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One year after the date of the Employee'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 Employee, 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
Employee 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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