RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Award Agreement"), dated as of
December 19, 2005 (the "Award Date"), is made by and between Integra
LifeSciences Holdings Corporation, a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxx, 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. The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.
Section 1.1 Employment Agreement. "Employment Agreement" shall mean the
Participant's employment agreement with the Company, dated December 19, 2005.
Section 1.2 Restricted Stock. "Restricted Stock" shall mean 6,750
shares of Common Stock of the Company issued under this Award Agreement and
subject to the Restrictions imposed hereunder.
Section 1.3 Restrictions. "Restrictions" shall mean the forfeiture and
transferability restrictions imposed upon Restricted Stock under the Plan and
this Award Agreement.
Section 1.4 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 1.5 Secretary. "Secretary" shall mean the Secretary of the
Company.
Section 1.6 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 1.7 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 1.8 Vesting Date. "Vesting Date" shall mean December 31, 2006.
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 Vesting 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 and the right to receive all dividends or
other distributions paid or made with respect to the Restricted Stock.
ARTICLE III.
RESTRICTIONS
Section 3.1 Forfeiture. Upon the Participant's Termination of Service
for any reason other than termination on account of a termination by the Company
without Cause (as determined under the Employment Agreement), Good Reason, death
or Disability, 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 of
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 a Termination of Service on account of a termination by
the Company without Cause, Good Reason, death or Disability, all Restrictions
shall lapse and all Restricted Stock shall become Vested Shares.
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, 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 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
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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 000 XXXXXXXXXX XXXXX,
XXXXXXXXXX, XXX XXXXXX 00000.
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
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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.
THE PARTICIPANT INTEGRA LIFESCIENCES HOLDINGS CORPORATION
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
00 Xxxxxxxx Xxxxx Title: President and CEO
Xxxxxxxxx, XX 00000
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EXHIBIT A
CONSENT OF SPOUSE
I, ____________________, spouse of _________________, have read and
approve the foregoing Award Agreement. In consideration of granting of the right
to my spouse to purchase shares of Integra LifeSciences Holdings Corporation 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.
Dated: _______________, ______
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Name:
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