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AMENDMENT 2006-1
TO THE
XXXXXX X. XXXXX CONTRACT STOCK/RESTRICTED UNITS AGREEMENT
DATED AS OF JULY 27, 2004
AMENDMENT, dated as of October 30, 2006, between Integra LifeSciences
Holdings Corporation, a Delaware Corporation (the "Company") and Xxxxxx X. Xxxxx
(the "Executive").
RECITALS
WHEREAS, pursuant to a Contract Stock/Restricted Units Agreement, dated
as of July 27, 2004, (the "RSU Agreement") the Company granted to Executive an
aggregate of 750,000 shares of contract stock in the form of restricted units
(the "Units") that represented an equal number of shares of restricted common
stock of the Company, par value $0.01 per share, ("Common Stock") under the
Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan;
WHEREAS, the RSU Agreement provided that the shares of Common Stock
underlying the Units (the "Unit Shares") will be paid out to Executive on the
first day following the date Executive's employment with the Company terminates,
provided that Executive would have a one-time opportunity to delay delivery of
the Unit Shares;
WHEREAS, after the grant of the Units to Executive, section 409A was
added to the Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, as a result of the uncertainty regarding the impact of section
409A of the Code on the distribution of the Units to Executive, it was
determined that the provisions of section 409A of the Code will apply to the
Units, and the Company and Executive mutually desire to amend the RSU Agreement
to comply with the requirements of section 409A of the Code; and
WHEREAS, Section 11 of the RSU Agreement provides that the RSU
Agreement may be amended if the amendment is agreed to in writing between
Executive and the Company.
NOW, THEREFORE, the Company and Executive hereby agree that the RSU
Agreement shall be amended as follows:
1. Effective as of January 1, 2005, Section 4(a) of the RSU Agreement
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 as soon as
administratively practicable on or after the first business
day that occurs immediately following the 6-month period after
the date of Executive's separation from service from the
Company; 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 30, 2029) on which
the Unit Shares shall be delivered if such date occurs after
the date on which Executive's employment with the Company
terminates 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 the termination of Executive's employment 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
Internal Revenue Code of 1986, as amended (the "Code") and its
corresponding regulations."
2. Effective as of January 1, 2005, a new Section 20 is hereby added to
the end of the RSU Agreement to read as follows:
"20. SECTION 409A OF THE CODE. Notwithstanding anything in
this Agreement to the contrary, this Agreement is intended to
be operated in compliance with the requirements of section
409A of the Code and its corresponding regulations and related
guidance. As a result, the Company shall not make any payments
under this Agreement earlier than the earliest date permitted
by section 409A of the Code, or later than the latest date
permitted by section 409A of the Code, if, as determined in
the reasonable judgment of the Company, payment on the
originally scheduled date would cause Executive to incur
adverse tax consequences under section 409A of the Code.
Further, the Company may make any amendments to this Agreement
as it deems necessary and appropriate for the Agreement to
comply with the requirements of section 409A of the Code, and
the consent of Executive is not required for such amendment of
the Agreement."
3. In all respects not modified by this Amendment 2006-1, the RSU
Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company and Executive agree to the terms of the
foregoing Amendment 2006-1, effective as of January 1, 2005.
INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxxx Executive
Title: Chairman
10/30/06 10/30/06
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Date Date
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