~~Equity Incentive Plan, broker~~Broker non-votes, if any, will not be counted as votes cast with regard to the election of directors, and will have no effect on the ~~result~~outcome of ~~the vote. However, ratification of the appointment of PricewaterhouseCoopers LLP is considered a routine matter on which a~~that proposal. A broker or other nominee ~~has discretionary authority to vote. As a result,~~may generally vote in their discretion on routine matters and therefore no broker non-votes are expected on Proposal No. 2, a routine matter. With respect to Proposal No. 3, a non-routine matter, broker non-votes are not entitled to vote on the subject matter and therefore will ~~be counted for purposes~~have no effect on the outcome of ~~this~~that proposal.

We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may solicit proxies in person or by telephone, fax or email. We will not pay our directors, officers or other employees any additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Our costs for forwarding proxy materials will not be significant.

If you would like a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2015 that we filed with the SEC on March 16, 2016, we will send you one without charge. Please write to:

~~All of our SEC filings are also available free of charge and can be found under the Investors section of our website at www.seaspine.com.~~

~~The audit committee of our board of directors currently consists of Mr. Fekete, Dr. Blanchard and Mr. Sullivan. Mr. Fekete serves as chair of the committee.~~

All members of our audit committee meet the requirements for financial literacy under applicable SEC and Nasdaq rules. Our board of directors has determined that ~~each~~all members of ~~Mr. Fekete, Dr. Blanchard and Mr. Sullivan~~the audit committee are “audit committee financial experts” under applicable SEC rules and that each has the financial sophistication required under applicable Nasdaq rules. Our board of directors also determined that all members of the audit committee are independent directors, under applicable SEC and Nasdaq rules, including Section 10A of the Securities ~~and~~ Exchange Act of 1934, as amended ~~or the~~(the Exchange ~~Act.~~Act). The purpose of the audit committee is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:

~~appointing our independent registered public accounting firm;~~

~~reviewing the qualifications, independence and quality control procedures of our independent auditor and the experience and qualifications of the independent auditor’s senior personnel;~~

appointing our independent registered public accounting firm;

~~evaluating the performance of our independent registered public accounting firm;~~

reviewing the qualifications, independence and quality control procedures of our independent registered public accounting firm and the experience and qualifications of its senior personnel;

~~approving the audit and non-audit services to be performed by~~evaluating the performance of our independent registered public accounting firm;

~~establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters;~~

approving the audit and non-audit services to be performed by our independent registered public accounting firm;

~~discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;~~

establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters;

determining, based upon review of the annual audit and review of our annual financial statements, whether to recommend to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year subject to the audit;

discussing with management and our independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;

~~reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;~~

determining, based upon review of the annual audit and review of our annual financial statements, whether to recommend to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year subject to the audit;

discussing with our internal counsel or outside counsel any legal matters brought to the attention of the audit committee that could reasonably be expected to have a material impact of our financial statements;

reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

~~preparing the report with respect~~discussing with our internal counsel or outside counsel any legal matters brought to its attention that could reasonably be expected to have a material impact on our ~~audited~~ financial ~~statements that the SEC requires for inclusion in each of our annual proxy~~ statements;

~~reviewing and approving any related party transactions on an ongoing basis;~~

preparing the report with respect to our audited financial statements that the SEC requires for inclusion in each of our annual proxy statements;

~~reviewing and reassessing, at least annually, our audit committee charter and submitting any recommended changes to the board of directors for its consideration; and~~

reviewing and approving any related party transactions on an ongoing basis;

reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration; and ~~evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee with its charter.~~

reviewing and evaluating, at least annually, its performance and the performance of its members, including compliance with its charter.

Report of the Audit Committee Related of the Board of Directors

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our management is responsible for the preparation, presentation, and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. ~~PricewaterhouseCoopers~~RSM US LLP, our independent

registered public accounting firm for ~~2015,~~2018, was responsible for performing an independent audit of our financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The audit committee reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015 that was filed with the SEC on March 16, 2016, or the~~2018 (the Form ~~10-K.~~10-K). The audit committee also reviewed and discussed with ~~PricewaterhouseCoopers~~RSM US LLP the audited financial statements in the Form 10-K. In addition, the audit committee discussed with ~~PricewaterhouseCoopers~~RSM US LLP those matters required to be discussed by Auditing Standard No. ~~61, as amended,~~1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board ~~or the PCAOB, in Rule 3200T.~~(the PCAOB). Additionally, ~~PricewaterhouseCoopers~~RSM US LLP provided to the audit committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding ~~PricewaterhouseCoopers~~RSM US, LLP’s communications with the audit committee concerning independence. The audit committee also discussed with ~~PricewaterhouseCoopers~~RSM US LLP its independence from ~~the Company.~~

~~In reliance~~our company.

Based on the reviews and discussions ~~described~~referred to above, the audit committee recommended to ~~the Company’s~~our board of directors that the audited financial statements be included in the Form 10-K ~~and filed~~for filing with the SEC. The audit committee and the Company’s board of directors also have recommended, subject to stockholder approval, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.

The foregoing report has been furnished by the audit committee of our board of directors.

Respectfully submitted,

Michael Fekete, Chair

Cheryl R. Blanchard

~~James M. Sullivan~~

John B. Henneman, III

Compensation Committee

~~The compensation committee of our board of directors currently consists of Drs. Blanchard and Bradley. Dr. Blanchard serves as chair of the committee.~~

Our board of directors has determined that all members of the compensation committee are independent directors, under applicable Nasdaq rules. The primary purpose of the compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our ~~executives.~~ executive officers, including our named executive officers, and non-employee directors and to administer our equity-based compensation plans.

The committee’s responsibilities include, among other things:

~~reviewing, at least annually, the overall compensation strategy, philosophy and practices of the Company;~~

reviewing and approving the corporate goals and objectives relating to the compensation of our chief executive officer, evaluating the performance of the chief executive officer in light of these goals, and determining and approving the compensation of the chief executive officer based on such evaluation;

reviewing, at least annually, our overall compensation strategy, philosophy and practices;

~~reviewing and approving, at least annually, all elements of compensation of all other officers and directors, and certain other employees;~~

reviewing and approving the corporate goals and objectives relating to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of these goals, and determining and approving the compensation of our chief executive officer based on such evaluation;

~~managing, reviewing and approving all annual bonus, long-term incentive compensation, stock option, employee pension, health and welfare benefit plans;~~

reviewing and approving, at least annually, all elements of compensation of all our other officers and non-employee directors, and certain other employees;

~~determining our policy with respect to change of control and “parachute” payments;~~

managing, reviewing and approving all of our annual bonus, long-term incentive compensation, stock option, employee pension, health and welfare benefit plans;

~~reviewing and approving, at least annually, the risk assessment of our compensation policies and practices;~~

determining our policy with respect to change of control and “parachute” payments;

reviewing and approving, at least annually, the risk assessment of our compensation policies and practices;

evaluating its performance and the performance of its members, including compliance with its charter; and

reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration.

~~evaluating the performance of the compensation committee and its members, including the compliance with its charter; and~~

With respect to non-employee director compensation, the compensation committee reviews compensation practices and policies at least annually and makes a recommendation to our board of directors as to the amount, form and terms of non-employee director compensation. Our board of directors, taking the compensation committee’s recommendation into consideration, sets the amount, form and terms of non-employee director compensation.

~~reviewing and reassessing, at least annually, our compensation committee charter and submitting any recommended changes to the board of directors for its consideration.~~

In setting the compensation of our executive officers, our compensation committee takes into consideration the recommendations of our chief executive officer, who presents the committee with assessments of the performance of our company and individual members of our senior leadership team, including our executive officers, including against pre-established corporate goals, and proposals for executive officer compensation packages. Our chief executive officer also makes proposals regarding the terms of our equity incentive plans, in which all of our employees and directors may be eligible to participate, long-term equity incentive awards under such plans, and the terms of and goals under our short-term incentive plans, including guidelines for each performance period under our annual incentive program. From time to time, other executive officers are invited to make presentations or provide financial or other information to our compensation committee to assist it in setting and assessing the achievement of corporate goals and reviewing other aspects of executive compensation. The compensation committee typically meets in executive session following presentations by management. While our chief executive officer may be present during the compensation committee’s deliberation and determination of other executive officers’ compensation, he is not present during the compensation committee’s deliberation and determination of his compensation. Our compensation committee’s decisions are made by it in its sole discretion.

We did not engage a compensation consultant during 2018 to assist in determining or recommending the amount or form of executive or director compensation.

Nominating and Corporate Governance Committee

~~The nominating and corporate governance committee of our board of directors currently consists of Dr. Essig, and Messrs. Fekete and Sullivan. Dr. Essig serves as chair of the committee.~~

Our board of directors has determined that all members of the nominating and corporate governance committee are independent directors under applicable Nasdaq rules. The purpose of the nominating and corporate governance committee is to assist our board of directors in discharging its responsibilities regarding the identification of qualified candidates to become directors, the selection and recommendation to ~~the~~our board of directors of nominees for election as directors at our annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected), and the selection and recommendation to ~~the~~our board of directors of candidates to fill any vacancies on our board of directors and any committees thereof, the development and recommendation to our board of directors of a set of corporate governance guidelines, oversight of evaluation of our board of directors and taking a leadership role in shaping our corporate governance polices. The committee’s responsibilities include, among other things:

~~reporting and making recommendations to our board of directors concerning governance matters;~~

~~recommending the creation of additional committees of the board of directors or the elimination of certain committees;~~

reporting and making recommendations to our board of directors concerning governance matters;

~~evaluating the performance of the nominating and corporate governance committee and its members, including the compliance with its charter; and~~

recommending the creation of additional committees of our board of directors or the elimination of certain of such committees;

~~reviewing~~evaluating its performance and the performance of its members, including compliance with its charter; and ~~reassessing, at least annually, our nominating and corporate governance committee charter and submitting any recommended changes to the board of directors for its consideration.~~

reviewing and reassessing, at least annually, its charter and submitting any recommended changes to our board of directors for its consideration.

Director Nomination Process

Director Qualifications

Our goal is to assemble a group of directors that collectively provide an appropriate balance of experience, skills and characteristics that enable our board of directors to fulfill its responsibilities. In evaluating director nominees, the nominating and corporate governance committee and board of directors considers, among others, the following factors:

~~fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility;~~

~~experience in corporate management, such as serving as an officer or former officer of a publicly held company;~~

fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility;

~~a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;~~

experience in corporate management, such as serving as an officer or former officer of a publicly held company;

~~experience relevant to our industry and with relevant social policy concerns;~~

a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;

~~experience as a board member or executive officer of other companies; and~~

experience relevant to our industry and with relevant social policy concerns;

~~the ability to make independent analytical inquiries.~~

experience as a board member or executive officer of other companies; and

the ability to make independent analytical inquiries.

Other than consideration of the foregoing and other similar factors, there are no ~~stated~~specific minimum criteria for director nominees, although the nominating and corporate governance committee may also consider such other factors as it may deem to be in the best interests of our ~~Company~~company and stockholders, including the number of other boards of directors on which an individual serves. The nominating and corporate governance committee does, however, believe it appropriate for at least one, and preferably, several, members of our board of directors to meet

the criteria for an “audit committee financial expert” under applicable SEC rules, and that a majority of the members of our board of directors are “independent” under applicable Nasdaq rules. The nominating and corporate governance committee also believes it appropriate for our president and chief executive

officer to serve as a member of our board of directors. Our directors’ performance and qualification criteria are reviewed annually by the nomination and corporate governance committee.

Identification and Evaluation of Nominees for Directors

The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise. Before nominating a sitting director for reelection, the nominating and corporate governance committee will also consider the director’s performance on, participation in and contributions to the activities of our board of directors and the director’s past attendance at ~~meeting.~~

meetings of the board and on the committees on which he or she served.

If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above. The nominating and corporate governance committee will take into account the advice and recommendations of other members of ~~the~~our board, ~~the~~our chief executive officer and other members of ~~the Company’s~~our senior leadership team, and, in its discretion, may seek third-party resources to assist in the selection and/or evaluation process. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of the candidates. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of our ~~Company~~company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors.

The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. To date, we have not received director candidate recommendations from our stockholders. In the event that we do receive a director candidate recommendation from a stockholder, the nominating and corporate governance committee will conduct an initial evaluation of the proposed nominee and, if it determines the proposed nominee may be a qualified candidate, it will, along with one or more members of ~~the Company’s~~our management team, interview the proposed nominee to determine whether he or she might be suitable to serve as a director. If, based on the criteria set forth above and our board of directors’ specific needs at such time, the nominating and corporate governance committee determines the proposed nominee would be a valuable addition to our board of directors, it will recommend to our board of directors such proposed nominee’s nomination. We do not intend to treat stockholder recommendations in any manner different from other recommendations.

Under our corporate governance guidelines and amended and restated bylaws, stockholders wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for ~~the 2017~~next year's annual meeting of stockholders, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

~~Director Compensation~~

~~Prior~~Our board of directors, based on the recommendation of the nominating and corporate governance committee after following the review and deliberation described above, appointed Mses. Commins-Tzoumakas and Gaeta to our board of directors in February 2019. Each of Mses. Commins-Tzoumakas and Gaeta was recommended to the ~~Spin-Off, SeaSpine did not compensate its directors~~nominating and corporate governance committee for ~~service in their capacity~~consideration as a director by one of our ~~directors; however, in connection with the Spin-Off, we adopted a~~non-employee directors. There was no arrangement or understanding between either of Mses. Commins-Tzoumakas or Gaeta and any other person under which either of them were elected.

Director Compensation

Our non-employee director compensation program ~~for~~compensates our non-employee directors ~~that consists of a combination of~~for their service with annual retainers and long-term equity-based compensation.

~~Cash Compensation~~

~~Under~~ Below is a description of the material terms of that program ~~each~~related to director compensation for 2018.

Annual Retainers

Each non-employee director is entitled to receive annual retainers in the following amounts, pro-rated for any partial year of service:

Chair Annual Retainer

$
75,000

Non-Chair Director Annual Retainer

$
50,000

Chair of Audit Committee Additional Annual Retainer

$
15,000

Chair of Compensation Committee Additional Annual
Retainer

$
15,000

Chair of Nominating and Corporate Governance Committee Additional Annual Retainer

$
15,000

Lead Independent Director Additional Annual Retainer

$
25,000



Board Chair Annual Retainer	$	75,000
Non-Chair Director Annual Retainer	$	50,000
Chair of Audit Committee Additional Annual Retainer	$	15,000
Chair of Compensation Committee Additional Annual Retainer	$	15,000
Chair of Nominating and Corporate Governance Committee Additional Annual Retainer	$	15,000
Lead Independent Director Additional Annual Retainer	$	25,000

Annual retainers generally ~~will be~~are paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than ~~thirty (30)~~30 days after the end of such quarter. ~~Under the program in effect prior to March 30, 2016, non-employee~~Non-employee directors ~~were able to~~may elect to receive ~~a stock option in lieu~~shares of the director’s annual retainer for the applicable period. If a non-employee director timely elected to receive a stock option in lieu of the annual retainer, the option will cover a number of shares equal to the aggregate annual retainer divided by the per share grant date fair value of the option on the applicable grant date.

~~Effective March 30, 2016, our board of directors amended the program to provide that, commencing in 2017, non-employee directors will be able to elect to receive~~ restricted stock in lieu of ~~the director’s~~their annual retainer. If a ~~non-employee~~timely election is made, the applicable director ~~timely elects to receive restricted stock in lieu~~will be granted on the date of the annual ~~retainer,~~meeting of stockholders that occurs in the ~~non-employee director will be granted~~year following such election such number of shares of restricted stock as is equal to ~~the~~such director's aggregate annual retainer divided by the per share fair market value of our common stock on the ~~applicable~~ grant ~~date. Restricted stock awards in lieu of annual retainers will be granted on the~~ date, ~~of each annual stockholder meeting~~ and generally will cover the twelve-month period ~~thereafter, provided~~thereafter. The shares underlying the ~~non-employee director so elects by~~award will vest with respect to 25% of the shares subject to the award on the last day of each three-month period following the applicable grant date, subject to continued service through the applicable vesting date. To be timely, an election must be made prior to the last day of the calendar year immediately preceding the ~~date of~~calendar year for which such ~~meeting.~~

election is being made.

Equity Compensation

Under the program in effect prior to March 30, 2016, each non-employee director who was serving on our board of directors as of the Spin-Off automatically received an option, referred to as a Distribution Option, to purchase a number of shares equal to the applicable dollar-denominated amount set forth in the table below, divided by the per share grant date fair value of the Distribution Option on the grant date. Distribution Options were granted on August 1, 2015.

~~Under the program in effect prior to March 30, 2016, each non-employee director who was serving on our board of directors as of the Spin-Off also received an option, referred to as an~~

Initial Option, to purchase a number of shares equal to the applicable dollar-denominated amount set forth in the table below, divided by the per share grant date fair value of the Initial Option on the grant date. Initial Options were granted on August 1, 2015.

~~Under the amended program effective March 30, 2016, each~~Awards. Each non-employee director who is initially elected or appointed to serve on our board of directors ~~after such date automatically will receive such number of shares of~~is granted restricted stock, referred to as an Initial Award, ason the date he or she is ~~determined by dividing~~initially elected or appointed. The number of shares of restricted stock granted equals $100,000 ($150,000 for the ~~applicable dollar-denominated amount set forth in the table below~~board chair) divided by the per share fair market value of our common stock on ~~applicable grant date. Initial Awards will be granted on the~~ date ~~on which the director~~he or she is initially elected or appointed. No Initial Awards were granted during 2018. Each of Mses. Commins-Tzoumakas and Gaeta were granted Initial Awards when they were appointed to ~~service on~~ our board of ~~directors.~~

directors in February 2019.

Annual Awards. Each non-employee director serving on our board of directors as of the date of each annual ~~shareholder~~stockholder meeting ~~automatically will receive such number of shares of~~is granted restricted stock, referred to as an Annual Award, ~~as is determined by dividing~~on the ~~applicable dollar-denominated amount set forth in~~date of such meeting. The number of shares of restricted stock granted equals $100,000 ($150,000 for the ~~table below~~board chair) divided by the per share fair market value of our common stock on the date of the applicable annual ~~shareholder~~stockholder meeting.

~~The following table sets forth the dollar-denominated amount of each award described above.~~

Chair Distribution Option

$
500,000

Lead Independent Director Distribution Option

$
400,000

Non-Chair and Non-Lead Independent Director
Distribution Option

$
200,000

Chair Initial Option or Initial Award

$
150,000

Non-Chair Initial Option or Initial Award

$
100,000

Chair Annual Award

$
150,000

Non-Chair Annual Award

$
100,000

Vesting.

~~Except~~

Each Initial Award and Annual Award granted under our non-employee director compensation program will vest with respect to awards granted on January 1, 2016, which are described below, each award granted under the program (including awards granted in lieu of annual retainers) will vest and/or become exercisable with respect to 25%100% of the shares underlying the award on ~~each quarterly~~the one-year anniversary of the applicable grant date, subject to continued service ~~and generally will have a term of ten years.~~through the applicable vesting date. In addition, each award will vest and/or become exercisable in full immediately prior to a change in control of our Company, subject to continued service until immediately prior to such change in control and will vest and/or become exercisable in full upon the director’s death or ~~disability. If~~disability and, if a director stands for reelection at an annual meeting but is not reelected to our board of directors at such annual meeting, any outstanding ~~award then-held~~Annual Award then held by the director will vest ~~and/or become exercisable~~ in ~~full. Those members of our board of directors who elected to receive an equity award in lieu of their initial annual retainer received a stock option for approximately 50% of~~full on the ~~value of the annual retainer on, and with a grant~~ date of ~~August 1, 2015 and an additional stock option for approximately 50% of the value of the~~such annual retainer on, and with a grant date of, January 1, 2016. The equity awards granted on January 1, 2016 will vest and become exercisable with respect to 50% of the shares underlying the option on February 1, 2016 and with respect to 25% of the shares underlying the option on each of May 1, 2016 and August 1, 2016.

meeting.

2018 Non-Employee Director Compensation

The following table ~~sets forth a summary of~~summarizes the compensation ~~paid to~~of our non-employee directors for ~~the fiscal year ended December 31, 2015.~~

2018:

Fees Earned

Option

Other

or Paid in

Awards⁽³⁾

Compensation⁽⁴⁾

Name⁽¹⁾

Cash⁽²⁾($)

($)

($)

Total ($)

Cheryl R. Blanchard

32,500

300,000

-

332,500

Keith Bradley

25,000

330,345

-

355,345

Stuart M. Essig

45,000

2,698,447

-

2,743,447

Michael Fekete

32,500

300,000

-

332,500

John B. Henneman, III

25,000

516,434

-

541,434

Kirt C. Stephenson

37,500

649,999

200,293

887,792

James M. Sullivan

25,000

371,662

-

396,662



2018 Director Compensation
	Fees Earned or Paid in Cash ⁽²⁾	Stock Awards ⁽³⁾	Total
Name⁽¹⁾	($)	($)	($)
Cheryl R. Blanchard	65,000	100,000	165,000
Keith Bradley	50,000	100,000	150,000
Stuart M. Essig	90,000	100,000	190,000
Michael Fekete	65,000	100,000	165,000
John B. Henneman, III	50,000	100,000	150,000
Kirt C. Stephenson	75,000	150,000	225,000
James M. Sullivan	37,500	100,000	137,500

~~(1)~~

(1)

On February 19, 2019, Dr. Blanchard tendered her resignation from our board of directors and each of its committees, effective May 30, 2019, the day following our scheduled annual meeting of stockholders. Mr. Sullivan passed away on September 1, 2018.Keith Valentine, our president and chief executive officer, is not included in this table because he is an employee and ~~thus~~ receives no compensation for his service as a director. ~~The~~See "Executive Compensation and Other Information," below for information regarding the compensation received by Mr. ~~Valentine as an employee is shown~~Valentine.


(2)	The directors identified in the ~~Summary Compensation Table below.~~

~~(2)~~

~~Each of Dr. Bradley and Messrs. Essig, Fekete, Henneman and Sullivan~~table below elected to receive restricted stock ~~options to purchase 4,505, 8,108, 5,856, 4,505,~~awards in lieu of 100% of their 2018 annual retainer, which awards were granted on May 30, 2018, and ~~4,505 shares, respectively,~~vested or will vest in four equal installments on each of August 30, 2018, November 30, 2018, February 28, 2019 and May 30, 2019. Accordingly, other than for Dr. Blanchard and Mr. Sullivan, the dollar amounts in this column represent the aggregate fair market value of such awards determined based on the price of our common stock ~~in lieu of~~on the portion of the annual retainer payable to such non-employee director in 2015. These stock options were granted on August 1, 2015 and vest as to 25% of the underlying shares on November 1, 2015 and the remaining 75% in equal quarterly installments thereafter. The grant date ~~fair value of these stock options was $25,000, $45,000,~~

~~$32,500, $25,000 and $25,000 respectively, as determined~~ in accordance with ASC Topic 718, ~~Compensation—Stock~~Compensation-Stock Compensation (ASC ~~Topic 718)~~Topic718). See Note 67. Equity and Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2018 for details as to the assumptions used to determine the fair value of the ~~option~~ awards. The table below indicates the number of shares subject to the award granted to each of them and their grant date fair value. Amounts shown below are based on the full grant date fair value of the entire award, regardless of vesting requirements.



Director	Shares of Restricted Stock	Grant Date Fair Value ($)
Keith Bradley	4,429	50,000
Stuart M. Essig	7,972	90,000
Michael Fekete	5,757	65,000
John B. Henneman, III	4,429	50,000
Kirt C. Stephenson	6,643	75,000

~~(3)~~

(3)

Represents the aggregated fair market value of restricted stock awards granted as Annual Awards determined based on the price of our common stock on the grant date ~~fair value of option awards granted to our non-employee directors during 2015 determined~~ in accordance with ASC Topic 718, ~~Compensation—Stock~~Compensation-Stock Compensation (ASC ~~Topic 718) (other than the stock options granted in lieu of the portion of the annual retainer payable to such non-employee director in 2015, as described in footnote 2 above)~~Topic718). See Note 67. Equity and Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2018 for details as to the assumptions used to determine the fair value of the ~~option~~ awards. ~~Amounts shown are based~~These awards vested or will vest in four equal installments on ~~the full grant date fair value~~each of the entire award, regardless of vesting requirements. As of December 31, 2015, our non-employee directors held the following stock options: Dr. Blanchard, 54,054 options; Dr. Bradley, 56,663 options (which number includes 2,609 SeaSpine options which were originally granted to Dr. Bradley by IntegraAugust 30, 2018, November 30, 2018, February 28, 2019 and converted to SeaSpine options in connection with the Spin-Off); Dr. Essig, 272,772 options (which number includes 182,682 SeaSpine options which were originally granted to Dr. Essig by Integra and converted to SeaSpine options in connection with the Spin-Off); Mr. Fekete, 54,054 options; Mr. Henneman 71,452 options (which number includes 17,398 SeaSpine options which were originally granted to Mr. Henneman by Integra and converted to SeaSpine options in connection with the Spin-Off); Mr. Stephenson, 117,117 options; and Mr. Sullivan, 61,025 options (which number includes 6,971 SeaSpine options which were originally granted to Mr. Sullivan by Integra and converted to SeaSpine options in connection with the Spin-Off). For more information about the treatment of Integra equity awards in the Spin-Off, see “Treatment of Integra Equity Awards in the Spin-Off” above.

May 30, 2019.

~~(4)~~

~~Represents consulting fees paid by Integra to Mr. Stephenson prior to the Spin-Off for consulting services provided prior to the Spin-Off.~~

The table below indicates the aggregate number of unvested restricted stock awards outstanding and the aggregate number of shares subject to stock options outstanding held by our non-employee directors as of December 31, 2018:



Director	Unvested Restricted Stock Awards	Shares Subject to Outstanding Stock Options
Cheryl R. Blanchard	8,857	54,054
Keith Bradley	11,071	76,337
Stuart M. Essig	12,843	130,198
Michael Fekete	11,735	83,021
John B. Henneman, III	11,071	76,337
Kirt C. Stephenson	16,606	117,117

Director Attendance at Annual Meetings

of Stockholders

Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meeting of stockholders, we encourage all of our directors to attend.

All of our directors who were standing for re-election last year attended last year’s annual meeting of stockholders.

Communications with our Board of Directors

Our stockholders wishing to address questions regarding ~~the~~our business affairs ~~of the Company~~ directly to our board of directors, or any individual director, should submit the inquiry in writing to:

SeaSpine Holdings Corporation

Attn: Investor Relations

5770 Armada Drive,

Carlsbad, CA 92008

Stockholders should indicate that they are a stockholder of ~~the Company.~~our company. Depending on the subject matter, investor relations will (alone or in concert with our other personnel, ~~of the Company,~~ as appropriate): (1) forward the inquiry to the chair of our board of directors or the lead independent director, as appropriate, who may forward the inquiry to a particular director if the inquiry is directed towards a particular director; (2) forward the inquiry to the appropriate personnel within ~~the Company;~~our company; for instance, if it is primarily commercial in nature; (3) attempt to handle the inquiry directly; for instance, if it is a request for information about ~~the Company~~our company or a stock-related matter; or (4) ~~Not~~not forward the inquiry, if it relates to an improper or inappropriate topic or is otherwise irrelevant.

Corporate Governance

Our code of business conduct and ethics, corporate governance guidelines, audit committee charter, compensation committee charter and nominating and corporate governance committee charter are available, free of charge, under the ~~Investors~~"Investors > Corporate Governance > Governance Overview" section of our website at www.seaspine.com. ~~Please note, however,~~Our code of business conduct and ethics applies to all our employees, officers and directors. We intend to disclose any amendment to, or a waiver from, a provision of our code of conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information ~~contained~~ on our website at the address specified above. The information on our website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents, as well as our ~~Company’s~~ other corporate governance documents, free of charge, to any stockholder upon written request to SeaSpine Holdings Corporation, 5770 Armada Drive, Carlsbad, California 92008.

~~Vote Required; Recommendation of~~

Stockholder Engagement

We value the ~~Board of Directors~~

~~If a quorum is present at the annual meeting, the three nominees receiving the highest number of votes will each be elected to~~input we receive from our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF KEITH BRADLEY, MICHAEL FEKETE AND JOHN B. HENNEMAN, III. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARD.

~~PROPOSAL 2:~~

~~APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2015 INCENTIVE AWARD PLAN~~

~~We are asking our stockholders to vote for approval~~investors. As part of our ~~amended~~investor relations program, we engage with our largest investors throughout the year. We solicit their feedback on issues important to them and ~~restated 2015 Incentive Award Plan. The 2015 Incentive Award Plan as~~aspects of our business. In addition, we regularly monitor developments and best practices with respect to corporate governance matters. As part of these activities, in ~~effect prior to January 27, 2016 is referred to herein as the “2015 Plan.” On January 27, 2016,~~February 2019, our board of directors approved an amendment ~~and restatement of the 2015 Plan, pursuant~~ to ~~which the share reserve was increased by 300,000 shares over the original share reserve under the 2015 Plan, and on March 30, 2016,~~ our board of directors approved a further amendment and restatement of the 2015 Plan, pursuant to which the share reserve was increased by an additional 1,209,500 shares of our common stock, in each case subject to stockholder approval. The final amended and restated ~~2015 Plan, incorporating all of these amendments, is referred to in this proposal as the “Restated Plan.”~~

bylaws. The ~~principal features~~effect of the ~~Restated Plan are summarized below, but~~amendment is to limit the ~~summary is qualified in its entirety by reference~~supermajority vote required for our stockholders to ~~the Restated Plan itself. The Restated Plan is attached~~amend our bylaws to ~~this Proxy Statement as Appendix A.~~

~~Description of Proposed Amendments~~

~~Increase in Share Reserve.~~ ~~We strongly believe that an employee equity compensation program is a necessary and powerful incentive and retention tool that benefits all stockholders.~~

The aggregate number of shares that may be issued or transferred pursuant to awards under the 2015 Plan was the sum of (1) the number of shares that may be issuable upon exercise or vesting of the Adjusted Awards (as defined below) and (2) 2,000,000 shares.

Under the Restated Plan, an aggregate of 1,509,500 additional shares will be reserved for issuance under the Restated Plan relative to the share reserve under the 2015 Plan, consisting of 300,000 shares from the January 27, 2016 amendment and 1,209,500 shares from the March 30, 2016 amendment.

~~Between January 27, 2016 and April 1, 2016, we granted to 16 employees, including the executive officers, stock options to purchase an aggregate of 609,099 shares~~only specified sections of our ~~common stock, which awards were granted, in part, out~~bylaws. Before such amendment, no section of ~~the share reserve increases~~our bylaws could be amended, unless such amendment was approved by our board of directors under the Restated Plan and, in part, out of the remaining share reserve under the 2015 Plan, but all of which were granted subject to stockholder approval (the “Contingent Options”). After giving effect to the Contingent Options, and assuming approval of this proposal, as of April 1, 2016, a ~~total of~~ ~~1,151,512~~ shares remained available for issuance under the Restated Plan. In the event stockholder approval of the Restated Plan is not obtained, all of the Contingent Options will automatically be forfeited, the Restated Plan will cease to be effective and the original 2015 Incentive Award Plan in effect prior to the adoption of the amendments on January 27, 2016 and March 30, 2016, and all outstanding awards granted out of the original 2,000,000 share reserve under the original 2015 Plan (other than any Contingent Options), will continue in full force and effect.

The 2015 Plan was first adopted by our board of directors and approved by Integra, our sole stockholder prior to the Spin-Off, in 2015. Prior to the Spin-Off, Integra had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock units outstanding under three plans, the 2000 Equity Incentive Plan, the 2001 Equity Incentive Plan, and the 2003 Equity Incentive Plan. In connection with the Spin-Off, certain Integra equity awards were converted to SeaSpine equity awards under the 2015 Plan (these awards are referred to as “Adjusted Awards”). In general, each Adjusted Award is subject to the same terms and conditions as were in effect prior to the Spin-Off.

All of the foregoing share numbers may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Certain Transactions and Terminations.”

~~Incentive Stock Option Limitations.~~ ~~The Restated Plan provides that the maximum number of shares that may be issued pursuant to incentive stock options, or “ISOs,” will be 3,509,500, increased from 2,000,000 shares under~~

~~the 2015 Plan. In addition, the Restated Plan provides that ISOs may be granted under the Restated Plan through January 26, 2026.~~

~~Stockholder Approval Under Section 162(m) of the Code~~. Our stockholders are being asked to approve the Restated Plan to satisfy the stockholder approval requirements of Section 162(m), or Section 162(m), of the Internal Revenue Code of 1986, as amended, or the Code, and to approve the material terms of the performance goals for awards that may be granted under the Restated Plan as required under Section 162(m). In general, Section 162(m) places a limit on the deductibility for federal income tax purposes of the compensation paid to our Chief Executive Officer or any of our three other most highly compensated executive officers (other than our Chief Financial Officer). Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year generally is not deductible. However, compensation that qualifies as “performance-based” (referred to herein as “QPBC”) under Section 162(m) does not count against the $1 million deduction limitation. One of the requirements of QPBC for purposes of Section 162(m) is that the material terms of the plan under which compensation may be paid be disclosed to and approved by our public stockholders. For purposes of Section 162(m), the material terms include (1) the employees eligible to receive compensation, (2) a description of the business criteria on which the performance goals may be based and (3) the maximum amount of compensation that can be paid to an employee under the performance goals. Each of these aspects of the Restated Plan is discussed below, and stockholder approval of this proposal is intended to constitute approval of the material terms of the Restated Plan for purposes of the stockholder approval requirements of Section 162(m).

Stockholder approval of the Restated Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts realized under the Restated Plan to qualify for the QPBC exemption under Section 162(m), and submission of the material terms of the Restated Plan performance goals for stockholder approval should not be viewed as a guarantee that we will be able to deduct all compensation under the Restated Plan. Nothing in this proposal precludes us or the plan administrator from making any payment or granting awards that do not qualify for tax deductibility under Section 162(m).

~~The Restated Plan is not being amended in any material respect other than to reflect the changes described above.~~

~~Equity Incentive Awards Are Critical to Long-Term Stockholder Value Creation~~

The table below presents information about the number of shares that were subject to various outstanding equity awards under the 2015 Plan and the Restated Plan, and the shares remaining available for issuance under such plans, each as of April 1, 2016. Other than our employee stock purchase plan, we do not maintain any other equity incentive plans.

Number of
Shares

As a % of Shares
Outstanding⁽¹⁾

Dollar Value⁽²⁾

Original share reserve under 2015 Plan

2,000,000

18.0
%

$
28,980,000

Options outstanding

Adjusted Awards

361,204

3.3
%

$
5,233,846

Options granted under 2015 Plan

1,748,889

15.8
%

$
25,341,402

Weighted average exercise price of outstanding
   options

$
14.85

Weighted average remaining term of outstanding
   options

7.09 years

Contingent Options

609,099

5.5
%

$
8,825,845

Weighted average exercise price of Contingent
   Options

$
14.17

Weighted average remaining term of Contingent
   Options

7.85 years

Restricted stock awards and restricted stock units outstanding

Adjusted Awards

99,711

0.9
%

$
1,444,812

Proposed aggregate increase to share reserve
   pursuant to Restated Plan

1,509,500

13.6
%

$
21,872,655

Shares remaining available for grant assuming approval
   of the Restated Plan

1,151,512

10.4
%

$
16,685,409

~~(1)~~

~~Based 11,092,931 shares of our common stock outstanding as of April 1, 2016.~~

~~(2)~~

~~Based on the closing price of our common stock on April 1, 2016 of $14.49 per share.~~

In determining whether to approve the Restated Plan, including the proposed increase to the share reserve under the Restated Plan over the share reserve under the 2015 Plan, our board of directors considered the following:

The share reserve under the Restated Plan (including the increases from both the January 27, 2016 and March 30, 2016 amendments) represents an aggregate increase of 1,509,500 shares from the aggregate number of shares reserved for issuance under the 2015 Plan.

In determining the size of the share reserve under the Restated Plan, our board of directors considered the number of equity awards granted by our company under the 2015 Plan since the Spin-Off (not including the ~~460,915~~ Adjusted Awards outstanding as of April 1, 2016). In fiscal year 2015, equity awards representing a total of approximately 1,611,956 shares were granted under the 2015 Plan (not including the Adjusted Awards), for an annual equity burn rate of 14.5%. Equity burn rate is calculated by dividing (1) the number of shares subject to equity awards granted during the fiscal year by (2) the number of shares outstanding at the end of the period (we had 11,102,224 shares of our common stock outstanding as of December 31, 2015).

We expect the proposed aggregate share reserve under the Restated Plan to provide us with enough shares for awards for approximately two years, assuming we continue to grant awards consistent with our current practices and historical usage (although we expect future annual usage will be less than 2015 due to the large number of initial awards made in connection with the Spin-Off), as reflected in our historical burn rate (although we expect to shift the form of equity awards granted to employees,

consultants and directors from primarily stock options to primarily restricted stock units, for our directors, commencing with the 2016 annual meeting and, for employees, in 2017), and further dependent on the price of our shares and hiring activity during the next few years, forfeitures of outstanding awards under the 2015 Plan, and noting that future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Restated Plan could last for a shorter or longer time.

In fiscal year 2015, the end of year overhang rate was approximately 18.0% (which overhang rate was 21.9% if Adjusted Awards were included). If the Restated Plan is approved, we expect our overhang at the end of 2016 will be approximately 31.6% (which overhang rate would be 35.5% if Adjusted Awards are included). Overhang is calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the fiscal year plus shares remaining available for issuance for future awards at the end of the fiscal year by (2) the number of shares outstanding at the end of the fiscal year (we had 11,102,224 shares of our common stock outstanding as of December 31, 2015).

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the extremely competitive labor markets in which we compete, our board of directors has determined that the size of the share reserve under the Restated Plan is reasonable and appropriate at this time. Our board of directors will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Restated Plan.

~~Compensation and Governance Best Practices~~

~~The Restated Plan reflects a broad range of compensation and governance best practices, with some of the key features of the Restated Plan as follows:~~

~~No Increase to Shares Available for Issuance without Stockholder Approval.~~ Without stockholder approval, the Restated Plan prohibits any alteration or amendment that operates to increase the total number of shares of common stock that may be issued under the Restated Plan (other than adjustments in connection with certain corporate reorganizations and other events).

~~No Single-Trigger Vesting of Awards.~~ ~~The Restated Plan does not have single-trigger accelerated vesting provisions for changes in control.~~

~~Limitations on Dividend Payments on Performance Awards.~~ ~~Dividends and dividend equivalents may not be paid on awards subject to performance vesting conditions unless and until such conditions are met.~~

~~Limitations on Grants.~~ The maximum number of shares of our common stock that may be subject to one or more awards granted to any one participant pursuant to the Restated Plan during any calendar year is 500,000. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below. The maximum amount that may be paid in cash to any one participant during any calendar year pursuant to awards initially payable in cash granted under the Restated Plan is $2,500,000.

~~No Repricing or Replacement of Options or Stock Appreciation Rights.~~ The Restated Plan prohibits, without stockholder approval: (1) the amendment of options or stock appreciation rights to reduce the exercise price, and (2) the replacement of an option or stock appreciation right with cash or any other award when the exercise or base price per share of the option or stock appreciation right exceeds the fair market value of the underlying shares, except with respect to any Substitute Award (as defined in "Limitations on Awards and Shares Available" below).

~~No In-the-Money Option or Stock Appreciation Right Grants.~~ ~~The Restated Plan prohibits the grant of options or stock appreciation rights with an exercise or base price less than 100% of the fair market value of our common stock on the date of grant.~~

~~Independent Administration.~~ The compensation committee of our board of directors, which consists of only non-employee directors, generally will administer the Restated Plan if it is approved by stockholders, and only our compensation committee may make grants of awards to persons who are subject to Section 16 of the Exchange Act and persons who are "covered employees" within the meaning of Section 162(m) of the Code. Our compensation committee may delegate certain of its duties and authorities to a subcommittee of our board of directors and/or our officers for awards to certain non-executive employees.

~~Stockholder Approval Requirement~~

Stockholder approval of the Restated Plan is necessary in order for us to (1) meet the stockholder approval requirements of Nasdaq, (2) take tax deductions for certain compensation resulting from awards granted thereunder intended as QPBC under Section 162(m) of the Code, as discussed above, and (3) grant ISOs thereunder.

If the Restated Plan is not approved by our stockholders, the Restated Plan will cease to be effective, the original 2015 Incentive Award Plan in effect prior to the amendments approved by our board of directors on January 27, 2016 and March 30, 2016 will continue in full force and effect, and we may continue to grant awards under the original 2015 Incentive Award Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. In addition, all of the Contingent Options subject to stockholder approval will terminate.

~~Summary of the Restated Plan~~

~~Purpose~~

~~The purpose of the Restated Plan is to promote our success and enhance our value by linking the individual interests of the members of our board of directors and our employees and consultants to those~~supermajority vote of our stockholders ~~and by providing such individuals with an incentive for outstanding performance to generate superior returns to our stockholders. The Restated Plan~~(that is, ~~further intended to provide us flexibility in our ability to motivate, attract, and retain~~ the ~~services~~affirmative vote of the ~~members~~holders of at least 66-2/3% of the voting power of all of our ~~board of directors, our employees and our consultants upon whose judgment, interest, and special effort the successful conduct of our business is largely dependent.~~

~~Administration~~

~~The Restated Plan will be administered by the compensation committee of our board of directors, which may delegate its duties and responsibilities~~then-outstanding shares entitled to a subcommittee of our board of directors and/or officers for awards to certain non-executive employees, subject to certain limitations that may be imposed under applicable law or regulation, including Section 162(m) of the Code, Section 16 of the Exchange Act, and/or stock exchange rules, as applicable. The full board of directors will administer the Restated Plan with respect to awards to members of the board of directors. Our compensation committee, or the board of directors, as applicable, is referred to as the "plan administrator" of the Restated Plan. The plan administrator will have the authority to grant and set the terms of all awards under, make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Restated Plan, subject to its express terms and conditions.

~~Eligibility~~

~~Employees, consultants and directors of SeaSpine and our affiliates are eligible to receive awards under the Restated Plan. In addition, any person who received an Adjusted Award, will participate~~vote generally in the ~~Restated Plan to the extent they hold Adjusted Awards.~~election of directors). As of April 1, 2016, we had approximately 306 employees, 40 consultants, and 7 non-employee directors, who were eligible to participate in the 2015 Plan and/or held Adjusted Awards and who will be eligible to participate in the Restated Plan.

~~Limitation on Awards and Shares Available~~

The aggregate number of shares that may be issued or transferred pursuant to awards under the Restated Plan is the sum of (1) the number of shares that may be issuable upon exercise or vesting of the Adjusted Awards and (2) 3,509,500 shares, which shares may be authorized but unissued shares, or shares purchased in the open market. The aggregate number of shares that were eligible to be issued or transferred pursuant to awards under the 2015 Plan prior to the January 27, 2016 and March 30, 2016 amendments was the sum of (1) the number of shares that may be issuable upon exercise or vesting of the Adjusted Awards and (2) 2,000,000 shares

If an award under the Restated Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Restated Plan. In addition, shares tendered or withheld to satisfy tax withholding obligations associated with an award will be used again for new grants under the Restated Plan. However, the following shares may not be used again for grant under the Restated Plan: (1) shares tendered by a participant or withheld by us in payment of the exercise price of an option; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the Restated Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Restated Plan. The maximum number of shares of our common stock that may be subject to one or more awards granted to any one person pursuant to the Restated Plan during any calendar year is 500,000 and the maximum amount that may be paid under a cash award pursuant to the Restated Plan to any one participant during any calendar year period is $2,500,000. The maximum number of shares that may be issued under the Restated Plan upon the exercise of ISOs is 3,509,500.

~~Awards~~

~~The Restated Plan provides for the grant of stock options, including ISOs and nonqualified stock options or NSOs, restricted stock, dividend equivalents, stock payments, RSUs, performance shares,~~amended, other incentive awards, SARs, and cash awards. Certain awards under the Restated Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Restated Plan will be set forth in written or electronic award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than ~~cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.~~

~~Stock options~~, including ISOs, as defined under Section 422 of the Code, and non-qualified stock options may be granted pursuant to the Restated Plan. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

~~SARs~~ specific, enumerated sections, our bylaws may be granted pursuant to the Restated Plan. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the

date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/amended, altered or ~~other conditions.~~

~~Restricted stock, RSUs and performance shares~~ may be granted pursuant to the Restated Plan. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance shares are contractual rights to receive a range of shares of our common stock in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Conditions applicable to restricted stock, RSUs and performance shares may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In addition, with respect to performances shares and shares of restricted stock with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the holder to the extent that the performance-based vesting conditions are satisfied and the shares vest.

~~Dividend equivalents~~ may be granted pursuant to the Restated Plan, except that no dividend equivalents may be payable with respect to stock options or SARs pursuant to the Restated Plan. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards, other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents may not be paid on awards subject to performance vesting conditions granted under the Restated Plan unless and until such conditions are met.

~~Stock payments, other incentive awards~~ and cash awards may be granted pursuant to the Restated Plan. Stock payments are awards of fully vested shares of our common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Cash awards are cash incentive bonuses subject to performance goals.

~~Performance awards~~ may also be granted pursuant to the Restated Plan. Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals. The plan administrator will determine whether performance awards are intended to constitute QPBC within the meaning of Section 162(m) of the Code, in which case the applicable performance criteria will be selected from the list below in accordance with the requirements of Section 162(m) of the Code.

~~Performance-based compensation under Section 162(m).~~ Section 162(m) of the Code imposes a $1,000,000 cap on the tax deduction that a public company may take in respect of compensation paid to its “covered employees” (which includes its chief executive officer and its next three most highly compensated employees other than its chief financial officer), but excludes from the calculation of amounts subject to this limitation any amounts that constitute QPBC. QPBC performance criteria may be used with respect to performance awards that are not intended to constitute QPBC. In addition, the Company may issue awards that are not intended to constitute QPBC, even if such awards might be non-deductible as a result of Section 162(m) of the Code.

~~In order to constitute QPBC under Section 162(m) of the Code, in addition to certain other requirements, the relevant amounts must be payable only~~repealed upon the attainment of pre-established, objective performance goals set by our compensation committee and linked to stockholder-approved performance criteria. For purposes of the Restated Plan, one or more of the following performance criteria will be used in setting performance goals applicable to QPBC, and may be used in setting performance goals applicable to other performance awards: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) year-end

cash; (viii) return on assets or return on net assets; (ix) asset turnover; (x) return on capital (or invested capital) and cost of capital; (xi) return on stockholders’ equity; (xii) total stockholder return; (xiii) return on sales; (xiv) gross or net sales; (xv) return on capital; (xvi) gross or net profit or operating or income margin; (xvii) costs, reductions in costs and cost control measures; (xviii) expenses; (xix) working capital; (xx) earnings or loss per share; (xxi) price per share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xxii) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xxiii) implementation or completion of critical projects; (xxiv) market share; (xxv) economic value or economic value added; (xxvi) asset or inventory turnover; (xxvii) cost or expenses; (xxviii) mergers and acquisition integration; (xxix) financial and other capital-raising transactions; (xxx) increase in customer base or customer retention, satisfaction and/or growth; (xxxi) employee satisfaction; (xxxii) recruiting and maintaining personnel; (xxxiii) environmental health and safety; (xxxiv) diversity; and (xxxv) quality, any of which may be measured either in absolute terms for us or any subsidiary, division or business unit of SeaSpine or an individual or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

The achievement of each performance goal will be determined in accordance with applicable accounting standards. At the time of grant, our compensation committee may provide that objectively determinable adjustments will be made for purposes of determining the achievement of one or more of the performance goals established for an award. Such adjustments may include: (i) items related to a change in applicable accounting standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the performance period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the performance period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items relating to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; or (xx) items relating to any other unusual or nonrecurring events or changes in applicable law, applicable accounting standards or business conditions. For all awards intended to qualify as QPBC, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

~~Director Compensation~~

During the term of the Restated Plan, our board of directors may establish compensation for non-employee directors, subject to the limitations in the Restated Plan. The current director compensation policy is described under “Director Compensation” above. Our board of directors will from time to time determine the terms, conditions and amounts of all such non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, which adjustments may be undertaken without stockholder approval.

~~Certain Transactions and Terminations~~

The plan administrator has broad discretion to take action under the Restated Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Restated Plan and outstanding awards. In the event of a change in control of SeaSpine (as defined in the Restated Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards

will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

In addition, in the event that a change in control occurs and the participant incurs a qualifying termination on or within twelve months following the date of such change in control, each outstanding award held by a participant, other than any award subject to performance vesting, will become fully vested (and, as applicable, exercisable) upon such qualifying termination.

In the event of a participant’s death or disability, all restrictions on such participant’s restricted stock award (other than restricted stock granted to participants in France) will lapse and such restricted stock will vest.

~~Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments~~

The plan administrator may modify award terms, establish sub-plans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside the U.S. All awards will be subject to the provisions of any claw-back policy implemented by SeaSpine to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Restated Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Restated Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

~~Amendment and Termination; Repricing Without Stockholder Approval Prohibited~~

Our board of directors may amend or terminate the Restated Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the stock option or SAR price per share exceeds the fair market value of the underlying shares. No ISOs may be granted under the Restated Plan after January 26, 2026; however, the Restated Plan does not have a specified expiration date and will otherwise continue in effect until terminated by SeaSpine.

~~U.S. Federal Income Tax Consequences~~

The following is a summary of the general federal income tax consequences to U.S. taxpayers and us of awards granted to U.S. taxpayers under the Restated Plan. Tax consequences for any particular individual may be different.

If an optionee is granted a non-qualified stock option under the Restated Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee should recognize ordinary income at the time of exercise in an amount equal to the fair market value of a share of our common stock at such time, less the exercise price paid. The optionee's basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock at the time the optionee exercises such option. Any subsequent gain or loss will be taxable as a capital gain or loss. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

A participant receiving ISOs will not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of our common stock received over the exercise price is an item of tax preference

income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value at the time of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the tax consequences described for nonqualified stock options will apply.

The current federal income tax consequences of other awards authorized under the Restated Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as non-qualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); RSUs, performance awards, dividend equivalents and other types of awards are generally subject to tax at the time of payment based on the fair market value of the award at such time. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) of the Code with respect to “covered employees.”

Section 162(m) denies a deduction to any publicly held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. It is possible that compensation attributable to awards under the Restated Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

QPBC is disregarded for purposes of the deduction limitation. In accordance with Treasury Regulations issued under Section 162(m), compensation attributable to stock awards will generally qualify as performance-based compensation if (1) the award is granted by a compensation committee composed solely of two or more “outside directors,” (2) the plan contains a per-employee limitation on the number of awards which may be granted during a specified period, (3) the material terms of the plan are disclosed to and approved by the stockholders, (4) for stock options and SARs, the amount of compensation an employee could receive is based solely on an increase in the value of the stock after the date of the grant (which requires that the exercise price of the option is not less than the fair market value of the stock on the date of grant), and for awards other than stock options and SARs, established performance criteria must be met before the award actually will vest or be paid, and (5) in the case of awards other than stock options and SARs, our compensation committee has certified that the performance goals have been met prior to payment.

The Restated Plan is designed to permit our compensation committee to grant awards which may qualify as QPBC under Section 162(m); however, awards granted under the Restated Plan will only be treated as QPBC under Section 162(m) if the awards and the procedures associated with them comply with all other requirements of Section 162(m). As one of the factors in its decisions regarding grants under and administration of the Restated Plan, our compensation committee will consider the anticipated effect of Section 162(m). These effects will depend upon a number of factors, including not only whether the grants qualify for the performance exception, but also the timing of executives’ vesting in or exercise of previously granted equity awards and receipt of other compensation. Furthermore, interpretations of and changes in the tax laws and other factors beyond our compensation committee’s control may also affect the deductibility of compensation. For these and other reasons, our compensation committee may make grants that do not qualify for the performance exception and our tax deductions for those grants may be limited or eliminated as a result of the application of Section 162(m).

~~Plan Benefits~~

~~Plan Benefits.~~ ~~The following table sets forth the aggregate number of shares subject to awards granted under the 2015 Plan since inception to the individuals and groups listed below.~~

Name or Group

Number of Shares Underlying Options
Granted (#)

Number of Shares
Underlying Adjusted
Awards (#)

Keith Valentine

325,000

-

John Bostjancic

62,000

19,099

John Winge

40,000

5,047

Brian Larkin

-

-

All Current Executive Officers as a Group
(5 persons)

522,000

24,146

All Current Non-Employee Directors as a Group (7 persons)

528,489

209,660

All Current Non-Executive Officer Employees as a Group (301 persons)

698,400

30,336

~~New Plan Benefits.~~ On January 27, 2016, we granted to 8 employees, including the executive officers, an aggregate of 523,449 Contingent Options, subject to obtaining stockholder approval of the Restated Plan. The Contingent Options granted on January 27, 2016 vest in equal quarterly installments over four years, with the first installment vesting on March 31, 2016; provided that in no event will the Contingent Options vest prior to the first anniversary of the employee’s first day of employment (at which time all Contingent Options that would have vested but for this one-year cliff will vest). Between March 1, 2016 and April 1, 2016, inclusive, we granted 9 employees an aggregate of 85,650 Contingent Options with 23,650 Contingent Options granted on March 1, 2016 and 62,000 Contingent Options granted on April 1, 2016), subject to obtaining stockholder approval of the Restated Plan. The Contingent Options granted between March 1, 2016 and April 1, 2016 vest either, for recently hired employees, as to 25% of the underlying shares on the applicable grant date and the remaining 75% in twelve substantially equal quarterly installments thereafter, or, for other employees, as described above with respect to the Contingent Options granted on January 27, 2016.

The following table sets forth information pertaining to the Contingent Options as of April 1, 2016. In the event stockholder approval of the Restated Plan is not obtained, all of the Contingent Options will be automatically forfeited.

~~Name or Group~~	~~Number of Shares~~ ~~Underlying~~ ~~Contingent Options~~ ~~Granted (#)~~
~~Keith Valentine~~		~~149,074~~
~~John Bostjancic~~		~~64,599~~
~~John Winge~~		~~59,562~~
~~Brian Larkin~~		-
~~All Current Executive Officers as a Group (5 persons)~~		~~390,902~~
~~All Current Non-Employee Directors as a Group~~ ~~(7 persons)~~		-
~~All Current Non-Executive Officer Employees as a~~ ~~Group (301 persons)~~		~~218,197~~

Our non-employee directors are eligible to receive automatic equity awards under our director compensation policy, in the amounts and as described under the heading “Director Compensation” above and will be eligible to receive awards under the Restated Plan pursuant to such policy, which description is incorporated by reference into this proposal.

~~All other future awards under the 2015 Plan and the Restated Plan are within the discretion of the plan administrator and the benefits of such awards are, therefore, not determinable.~~

~~Vote Required; Recommendation of the Board of Directors~~

~~The~~ affirmative vote of a simple majority of the ~~shares~~voting power of ~~common stock present or represented by proxy and~~all of our then-outstanding shares entitled to vote at the meeting will be required to approve the amendment and restatement of the Company’s 2015 Incentive Award Plan. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposalgenerally in the ~~absence~~election of ~~voting instructions from the beneficial owner.~~

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2015 INCENTIVE AWARD PLAN. PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS.

directors. We believe this amendment to our bylaws positively impacts shareholder rights.

~~PROPOSAL 3:~~

PROPOSAL NO. 2:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has selected ~~PricewaterhouseCoopers~~RSM US LLP as ~~the Company’s~~our independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2019 and has further directed that management submit the selection for ratification by the stockholders at the annual meeting. ~~PricewaterhouseCoopers~~RSM US LLP audited ~~SeaSpine’s~~our financial statements for the fiscal year ending December 31, ~~2015.One~~2018. One or more representatives of ~~PricewaterhouseCoopers~~RSM US LLP are expected to be present at the annual meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Stockholder ratification of the selection of ~~PricewaterhouseCoopers~~RSM US LLP as ~~the Company’s~~our independent registered public accounting firm is not required by Delaware law, ~~the Company’s~~our amended and restated certificate of incorporation, or ~~the Company’s~~our amended and restated bylaws. However, the ~~audit committee is submitting the~~ selection of ~~PricewaterhouseCoopers~~RSM US LLP to ~~the~~our stockholders for ratification is being submitted as a matter of good corporate practice. If ~~the~~our stockholders fail to ratify the selection, our audit committee will reconsider whether to retain the firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of our company and our stockholders.

Vote Required

Assuming a quorum is present at the ~~Company and its stockholders.~~

annual meeting, this proposal will be approved if a majority of the voting power of the shares entitled to vote on this proposal represented in person or by proxy vote “FOR” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

RATIFICATION OF THE SELECTION OF RSM US, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

Independent Registered Public Accounting Firm’s Fees

The following table represents aggregate fees billed to us by RSM US LLP for services rendered for ~~2015 for~~ the period subsequent to July 1, 2015 (the date of the Spin-Off), by PricewaterhouseCoopers LLP, our independent registered public accounting firm. Prior to the Spin-Off, Integra paid for all accounting fees and other services provided by PricewaterhouseCoopers LLP.

year indicated.

Year Ended December 31, 2015

Audit Fees⁽¹⁾

$
1,035,279

Audit Related Fees⁽²⁾

-

Tax Fees⁽³⁾

5,000

All Other Fees⁽⁴⁾

1,800

$
1,042,079



	Year Ended December 31, 2018		Year Ended December 31, 2017
Audit Fees ⁽¹⁾	$	897,315	$	574,098
Audit Related Fees ⁽²⁾	20,475		35,600
Tax Fees⁽³⁾	—		—
All Other Fees⁽⁴⁾	4,265		2,333
	$	922,055	$	612,031

~~(1)~~

(1)	Audit Fees consist of fees billed for professional services ~~performed by PricewaterhouseCoopers LLP since the Spin-Off~~ for audit and the review of our quarterly reports on Form 10-Q, statutory audits, professional services in connection with SEC registration statements and comfort letters, and related services that are normally provided in connection with regulatory filings or engagements.

(2)	~~We did not engage PricewaterhouseCoopers LLP to perform audit-related services.~~

~~(3)~~	~~Tax~~Audit Related Fees consist of fees for services related to an employee benefit plan audit.
(3)	We did not engage RSM US LLP to perform any professional services ~~rendered by PricewaterhouseCoopers LLP~~ for ~~general consultation regarding local~~ tax ~~matters~~compliance, tax advice or tax planning in ~~2015.~~ 2017 or 2018.

(4)	~~Represents~~All Other Fees for 2018 consists of fees related to assistance in filing a State of California Employment Training Panel grant. All Other Fees for 2017 consists of annual licensing fees for an accounting database subscription.

Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of ~~PricewaterhouseCoopers~~RSM US LLP, and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

On March 28, 2017, our audit committee dismissed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm. PwC’s audit reports on our consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During our two most recent fiscal years, which ended December 31, 2016 and December 31,

2015, and the subsequent interim period through March 28, 2017, (i) there were no “disagreements” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreements in connection with their reports; and (ii) there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K). In accordance with Item 304(a)(3) of Regulation S-K, we requested that PwC furnish us with a letter addressed to the United States Securities and Exchange Commission stating whether or not PwC agrees with above statements. PwC furnished the requested letter, stating its agreement with such statements, and a copy is filed as Exhibit 16.1 to our current report on Form 8-K filed with the SEC on March 31, 2017.

On March 28, 2017, our audit committee approved the engagement of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. During the years ended December 31, 2015 and 2016 and through March 28, 2017, neither we, nor any person acting on our behalf, consulted RSM US LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of the audit opinion that might be rendered on our financial statements, and RSM US LLP did not provide any written report or oral advice to us that RSM US LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Pre-Approval Policies and Procedures

Under the audit committee charter, before our independent registered public accounting firm is engaged to render audit or non-audit services, the audit committee must pre-approve ~~all audit and~~the engagement, except that the pre-approval of non-audit services (other than review and attest services) is not required if such services fall within available exceptions established by the SEC. The audit committee may adopt policies and procedures for the pre-approval of services and the audit committee may delegate to one or more of its members the authority to grant pre-approvals, provided such approvals are presented to the audit committee at a subsequent meeting. If the audit committee establishes pre-approval policies and procedures regarding non-audit services, it must be informed of each non-audit service provided by ~~the~~our independent registered public accounting firm.

The ~~policy, as described below, sets forth~~audit committee has established policies and procedures for the ~~procedures and conditions for such~~ pre-approval of ~~such~~ services.

~~Our~~ Under these policies and procedures, our management submits requests for approval in writing to the audit committee, which reviews such requests and approves or declines to approve the requests. ~~The audit committee’s pre-approval of audit and non-audit services is not required if~~

Except as described below, the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the audit committee regarding the Company’s engagement of the independent registered public accounting firm, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service provided and such policies and procedures do not include delegation of the audit committee’s responsibilities under the Exchange Act to the Company’s management.

The audit committee may delegate to one or more designated members of the audit committee the authority to grant pre-approvals, provided that such approvals are presented to the audit committee at a subsequent meeting. If the audit committee elects to establish pre-approval policies and procedures regarding non-audit services, the audit committee must be informed of each non-audit service provided by the Company’s independent registered public accounting firm.

~~The~~ audit committee pre-approved all audit and permitted non-audit services provided by ~~PricewaterhouseCoopers~~RSM US LLP in ~~fiscal year 2015~~2018. During 2018, we paid $20,475 for the audit of our 401(k) plan. Such amount is included in the "Audit Related Fees" line item in the table above and ~~will do so for all audit~~represents approximately 2.2% of the total fees paid, and ~~non-audit services~~we relied on the de minimis exception to pre-approval provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by ~~PricewaterhouseCoopers LLP in fiscal year 2016, as well.~~the SEC. The audit committee has determined that the rendering of the services other than audit services by ~~PricewaterhouseCoopers~~RSM US LLP is compatible with maintaining ~~PricewaterhouseCoopers~~RSM US LLP’s independence.

PROPOSAL NO. 3:

APPROVAL OF AN AMENDMENT TO OUR 2015 EMPLOYEE STOCK PURCHASE PLAN

Introduction

Our stockholders are being asked to approve an amendment (the ESPP Amendment) to our 2015 Employee Stock Purchase Plan, or the Existing ESPP. The Existing ESPP, as amended by the ESPP Amendment, is referred to herein as the “Amended ESPP.” Our board of directors approved the ESPP Amendment effective November 2, 2018, subject to stockholder approval.

The ESPP Amendment is being submitted for stockholder approval in order to ensure that the Amended ESPP meets the requirements of Section 423 of the Internal Revenue Code, as amended (the Code). If the ESPP Amendment is not approved by our stockholders, the ESPP Amendment will have no further force and effect, the Existing ESPP will continue in full force and effect, although there will no longer be any shares remaining available for issuance under the Existing ESPP.

Overview of Proposed ESPP Amendment

Increase in Share Reserve. We strongly believe that an employee stock purchase program is a necessary and important incentive and retention tool. As of December 31, 2018, a total of 400,000 shares of our common stock were reserved under the Existing ESPP and, after giving effect to the exercise of outstanding purchase rights on the purchase date occurring on December 31, 2018, there were 64 shares of common stock remaining available under the Existing ESPP for future issuance.

If our stockholders approve the ESPP Amendment, an additional 400,000 shares will be reserved for issuance under the Amended ESPP and available for purchase under offering periods commencing on or after January 1, 2019.

If our stockholders do not approve the ESPP Amendment, we will not have any additional shares available for issuance under the Existing ESPP.

All of the foregoing share numbers may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.”

The Existing ESPP is not being amended in any material respect other than to reflect the changes described above.

Determination to Approve the ESPP Amendment

The table below presents information about the number of shares that were subject to outstanding equity awards under our equity incentive plans and the shares remaining available for issuance under those plans, each at December 31, 2018, and the proposed increase in shares authorized for issuance under the ESPP Amendment.

The Existing ESPP, our Amended and Restated 2015 Incentive Award Plan, or the 2015 Plan, and our 2018 Employment Inducement Incentive Award Plan are the only equity incentive plans we currently have in place pursuant to which awards may still be granted.



	Number of Shares	As a % of Shares Outstanding ⁽¹⁾		Dollar Value ⁽²⁾
2015 Plan
Share reserve under 2015 Plan ⁽³⁾	6,235,500	33.4	%	$	113,735,520
Options Outstanding
Adjusted Awards	97,006	0.5	%	$	1,769,389
Options (that are not adjusted awards)	2,211,136	11.8	%	$	40,331,121
Weighted average exercise price of outstanding options				$	14.82
Weighted average remaining term of outstanding options				$	5.17
Restricted stock awards and restricted stock units outstanding
Adjusted Awards	69,937	0.4	%	$	1,275,651
RSAs (that are not Adjusted Awards)	72,183	0.4	%	$	1,316,618
RSUs (that are not Adjusted Awards)	850,002	4.6	%	$	15,504,036
Shares remaining available for issuance under 2015 Plan	2,636,659	14.1	%
2018 Plan
Original share reserve under 2018 Plan	2,000,000	10.7	%	$	36,480,000
Options outstanding	12,500	0.1	%	$	228,000
RSU Granted	54,219	0.3	%	$	988,955
Shares remaining available for issuance under 2018 Plan	1,933,281	10.4	%	$	35,263,045
Amended ESPP
Proposed aggregate increase to share reserve pursuant to ESPP Amendment	400,000	2.1	%	$	7,296,000
Shares remaining available for grant assuming approval of the ESPP Amendment	400,064	2.1	%	$	7,297,167




(1)	Based on 18,668,773 shares of our common stock outstanding as of December 31, 2018.
(2)	Based on the closing price of our common stock on December 31, 2018 of $18.24 per share.
(3)	Does not include (a) the number of shares subject to outstanding Adjusted Awards as of December 31, 2018, or (b) the 194,710 shares that have become available for issuance under the 2015 Plan as a result of the forfeiture of Adjusted Awards since the adoption of the 2015 Plan through December 31, 2018 pursuant to the terms of the 2015 Plan.

In determining whether to approve the ESPP Amendment, including the proposed increase to the share reserve under the ESPP Amendment over the share reserve under the Existing ESPP, our board of directors considered the following:



	Unless the ESPP Amendment is authorized and approved by our stockholders, we will no longer have any shares available for issuance under the Existing ESPP. As a result, we will be unable to use the Existing ESPP as an incentive and retention tool for employees that benefits all of our stockholders. The increase will enable us to continue our policy of equity ownership by employees as an incentive to contribute to our success.
	We expect the proposed aggregate share reserve under the ESPP Amendment to provide us with enough shares for three years, assuming employee participation in the Amended ESPP is consistent with historical levels, as reflected in our three-year burn rate for the Existing ESPP, and further dependent on the price of our shares and hiring activity during the next few years. We cannot predict our future share usage under the Amended ESPP, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Amended ESPP could last for a shorter or longer time.
	In fiscal years 2016, 2017 and 2018, the end of year overhang rate was approximately 31.4%, 24.9%, and 41.9%, respectively (which overhang rates were 37.7%, 26.9%, and 42.8%, respectively, if Adjusted Awards were included). If the ESPP Amendment is approved, we expect our overhang at the end of 2019 will be approximately 53.8% (which overhang rate would be 54.6% if Adjusted Awards are included). Overhang is calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the fiscal year plus shares remaining available for issuance for future awards at the end of the fiscal year by (2) the number of shares outstanding at the end of the fiscal year.
	In fiscal years 2016, 2017 and 2018, we issued a total of approximately 89,857, 150,020, and 160,059 shares, respectively, under the Existing ESPP, for an annual equity burn rate of 0.8%, 1.1% and 0.9%, respectively. This represents a three-year average burn rate of 0.9% with respect to our Existing ESPP. In fiscal years 2016, 2017 and 2018, equity awards representing a total of approximately 1,123,413 shares, 1,099,485 shares and 853,467 shares, respectively, were granted under our equity plans (including shares issued under the Existing ESPP but not including the Adjusted Awards), for an annual equity burn rate of 10.0%, 8.1% and 4.6%, respectively. This represents a three-year average burn rate of 7.6% with respect to all of our equity plans. Equity burn rate is calculated by dividing (1) the number of shares subject to equity awards granted during the fiscal year by (2) the number of shares outstanding at the end of the period.

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the extremely competitive labor markets in which we compete, our board of directors has determined that the increase to the share reserve under the Existing ESPP pursuant to the ESPP Amendment is reasonable and appropriate at this time. Our board of directors will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Amended ESPP.

Summary of the Amended ESPP

The principal features of the Amended ESPP are summarized below, but the summary is qualified in its entirety by reference to the Existing ESPP and the ESPP Amendment, which are attached as Appendix A and Appendix B, respectively, to this proxy statement.

Purpose

The purpose of the Amended ESPP is to assist our eligible employees in acquiring a stock ownership interest in our company and to help our eligible employees provide for their future security and to encourage them to remain in our employment.

Securities Subject to the Amended ESPP

An aggregate of 800,000 shares of our common stock are available for grant under the Amended ESPP. The common stock made available for purchase under the Amended ESPP may be authorized but unissued shares, treasury shares or shares reacquired in private transactions or open market purchases. In computing the number of shares of common stock available for grant, shares relating to options which terminate prior to exercise will be available for future grants of options.

All of the foregoing share numbers may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.”

Administration

The Amended ESPP is administered by the compensation committee, which has broad authority to construe the Amended ESPP and to make determinations with respect to the terms and conditions of each offering period under the Amended ESPP, awards, eligible participants, designated subsidiaries and other matters pertaining to plan administration.

Eligibility

Our employees are eligible to participate in the Amended ESPP if they are customarily employed by us or any participating subsidiary and, immediately after the grant of an option, would own (directly or through attribution) stock possessing less than 5% of the total combined voting power or value of all classes of our common or other class of stock, or the stock of any subsidiary corporation of ours.

Eligible employees become participants in the Amended ESPP by enrolling and authorizing payroll deductions by the deadline established by the administrator prior to the relevant offering date. Directors who are not employees are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.

As of January 1, 2019, the most recent enrollment date, there were 353 employees who were eligible to participate in the Amended ESPP, 179 of whom had elected to participate.

Offering Periods and Purchase Periods

Our Amended ESPP is intended to qualify under Code Section 423 and stock will be offered under the Amended ESPP during offering periods. The length of the offering periods under the Amended ESPP will be determined by our compensation committee and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates will be determined by the compensation committee for each offering period, but will generally be the last trading day in each purchase period. The compensation committee may, in its discretion, modify the terms of future offering periods.

The Amended ESPP is currently implemented by 24-month “offering periods.” A new 24-month offering period will commence on each of January 1 and July 1 during the term of the Amended ESPP. Each offering period is comprised of up to four six-month purchase periods. Purchase dates are set for the last trading day in each six-month purchase period during an offering period and will generally occur on each of June 30 and December 31 (unless such days are not trading days).

If the fair market value of our common stock on any purchase date is less than or equal to the fair market value on the first trading day of that offering period, then that offering period will immediately terminate and each participant in the terminated offering period will automatically participate in the offering period commencing on the January 1 or July 1 immediately following the date on which the original offering period terminated.

Enrollment; Contributions

Our Amended ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The Amended ESPP provides that there shall be a limit on the number of shares a participant may purchase during an offering period, which will be 1,500 shares per offering period unless otherwise determined by the administrator prior to the commencement of an offering period. The administrator has determined that this limit will be a maximum of 2,500 shares times the number of purchase periods in such offering period for offerings under the Amended ESPP. In addition, no employee will be permitted to accrue the right to purchase stock under the Amended ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

After an employee authorizes us to deduct a certain percentage of his or her compensation for the purchase of shares under the Amended ESPP, we will make such deductions from his or her paycheck each pay period during an offering period and hold the accumulated amounts in a bank account until the completion of the offering period. An employee will not receive any interest on the amounts of compensation that we accumulate for the purchase of shares under the Amended ESPP. We may use all funds held by us under the Amended ESPP for any corporate purpose, and we are not obligated to segregate such funds.

Purchase Rights

On the first trading day of each offering period, each participant automatically is granted a right to purchase shares of our common stock. The purchase expires at the end of the offering period or upon termination of employment, whichever is earlier, but is exercised at the end of each offering period to the extent of the payroll deductions accumulated during such purchase period.

Purchase Price

The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date. The fair market value per share of our common stock

under the Amended ESPP is generally is the closing sale price of our common stock on the Nasdaq Stock Market on the date for which fair market value is being determined, or if there is no closing sales price for a share of our common stock on the date in question, the closing sales price for a share of common stock on the last preceding date for which such quotation exists. The closing price per share of our common stock on the Nasdaq Stock Market on March 15, 2019, was $14.77.

Withdrawal; Termination of Employment

Participants may end their participation at any time during an offering period, provided that written notice is delivered no later than fifteen days prior to the exercise date of the offering period. Participants will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Adjustments

If there is any increase or decrease in the number of issued shares of common stock as a result of a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by the company, the administrator may proportionately adjust (i) the aggregate number of shares of common stock authorized for issuance under the Amended ESPP; (ii) the number of shares of common stock subject to outstanding purchase rights which have not yet been exercised; and (iii) the price per share of outstanding purchase rights.

Unless provided otherwise by the administrator, if there is a proposed dissolution or liquidation of the company, the offering period then in progress will be shortened by setting a new exercise date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation.

If there is a proposed sale of all or substantially all of the assets of the company or the merger of the company with or into another corporation, each outstanding purchase right under an ongoing offering period will be assumed or an equivalent right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the purchase rights are not assumed or substituted, the offering period will be shortened by setting a new exercise date and any offering periods then in progress will end on the new exercise date. The new exercise date will be before the date of the applicable transaction.

Transferability

A participant may not transfer rights granted under the Amended ESPP other than by will, the laws of descent and distribution.

Amendment and Termination

The administrator of the Amended ESPP has the right to amend, suspend, or terminate the Amended ESPP at any time and from time to time to the extent that it deems advisable. However, absent the approval of our stockholders, the plan administrator may not amend the Amended ESPP (i) to increase the maximum number of shares that may be purchased under the Amended ESPP or (ii) in any manner that would cause the Amended ESPP to no longer be an “employee stock purchase plan” within the meaning of Section 423 of the Code. No further offerings will take place once all shares of common stock available for purchase thereunder have been purchased unless our stockholders approve an amendment authorizing new shares under the Amended ESPP.

Federal Income Tax Consequences Associated with the Amended ESPP

The material federal income tax consequences of the Amended ESPP under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the Amended ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

The Amended ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the Amended ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted an option under the Amended ESPP (i.e., the first day of the offering period). In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are

held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (i) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (ii) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and we will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and we will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

New Plan Benefits

Benefits under the Amended ESPP will depend on the employees’ enrollment and contribution elections, and the fair market value of the shares at various future dates. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Amended ESPP. No shares of common stock have been issued with respect to the 400,000 share increase for which stockholder approval is sought under this Proposal 3.

Plan Benefits under the Existing ESPP

As of December 31, 2018, each of our named executive officers and the other groups identified below have purchased the following shares under the Existing ESPP since its inception:



Name or Group	Shares Purchased (#)	Aggregate Purchase Price ($)
Keith Valentine	8,160	55,783
John Bostjancic	—	—
Tyler Lipschultz	8,138	55,750
All Current Executive Officers as a Group (6 persons)	32,691	223,243
All Current Non-Employee Directors as a Group (8 persons)	—	—
All Current Non-Executive Officer Employees as a Group (199 persons)	367,245	2,562,291

Vote Required; Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote at the annual meeting ~~will be~~is required to ~~ratify~~approve the selection of PricewaterhouseCoopers LLP. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. This proposal is a routine proposal on which a broker or other nominee has discretionary authority to vote.

ESPP Amendment.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE ~~“FOR” RATIFICATION~~TO APPROVE THE AMENDMENT TO OUR 2015 EMPLOYEE STOCK PURCHASE PLAN

SECURITY OWNERSHIP OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS.

CERTAIN

~~SECURITY OWNERSHIP OF CERTAIN~~

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, ~~2016,~~2019, for:

~~each person or group of affiliated persons who, to our knowledge, owns more than 5% of our common stock;~~

~~each of our named executive officers (as defined below);~~

each person or group of affiliated persons who, to our knowledge, owns more than 5% of our common stock;

~~each of our directors; and~~

each of our named executive officers;

~~all of our current executive officers~~each of our directors and nominees; and ~~directors as a group.~~

all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with applicable SEC rules, ~~of the SEC,~~ and the information reflected in the table below is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days after March 31, ~~2016~~2019 through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished to us, that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

The information set forth in the table below is based on ~~11,092,931~~18,895,956 shares of our common stock issued and outstanding on March 31, ~~2016.~~2019. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options, warrants, rights or other convertible securities held by that person that are currently exercisable or will be exercisable within 60 days after March 31, ~~2016.~~2019. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the address for each person listed in the table below is c/o SeaSpine Holdings Corporation, 5770 Armada Drive, Carlsbad, California 92008.

Name and Address of Beneficial Owner

Number of
Shares
Beneficially
Owned

Percentage
Beneficially
Owned

5% Beneficial Owners:

Richard E. Caruso⁽¹⁾

2,066,104

19
%
Broadfin Capital, LLC⁽²⁾

1,000,007

9
%
BlackRock, Inc.⁽³⁾

801,905

7
%
Bridger Healthcare, Ltd.⁽⁴⁾

618,684

6
%
Entities affiliated with HealthCore Management, L.P.⁽⁵⁾

604,000

5
%
Adage Capital Partners, L.P.⁽⁶⁾

563,888

5
%

Directors and Named Executive Officers:

Kirtley (Kirt) C. Stephenson⁽⁷⁾

97,637

1
%
Stuart M. Essig⁽⁸⁾

645,574

6
%
Cheryl R. Blanchard⁽⁹⁾

40,540

*

Keith Bradley⁽¹⁰⁾

53,148

*

Michael Fekete⁽¹¹⁾

48,693

*

John B. Henneman, III⁽¹²⁾

73,103

1
%
James M. Sullivan⁽¹³⁾

61,003

1
%
Keith C. Valentine⁽¹⁴⁾

234,439

2
%
John J. Bostjancic⁽¹⁵⁾

30,374

*

John J. Winge⁽¹⁶⁾

21,659

*

Brian Larkin

-

-

All Current Directors and Executive Officers as a Group
(12 persons)

1,322,248

12
%



Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned
5% Beneficial Owners:
Richard E. Caruso ⁽¹⁾	2,054,627	10.87	%
First Light Asset Management, LLC ⁽²⁾	1,785,071	9.45	%
Novo Holdings A/S ⁽³⁾	1,308,037	6.92	%
Blackrock, Inc. (4)	1,074,969	5.69	%

Directors and Named Executive Officers:
Kirtley (Kirt) C. Stephenson (5)	190,934	1.01	%
Stuart M. Essig (6)	545,127	2.87	%
Cheryl R. Blanchard (7)	83,002	*
Keith Bradley (8)	117,195	*
Kimberly J. Commins-Tzoumakas (9)	5,920	*
Michael Fekete (10)	130,869	*
Renee Gaeta ⁽¹¹⁾	5,920	*
John B. Henneman, III (12)	131,045	*
Keith C. Valentine (13)	670,114	3.47	%
John J. Bostjancic (14)	181,181	*
Tyler Lipschultz (15)	181,676	*
All current directors and executive officers as a group (14 persons) ⁽¹⁶⁾	2,529,873	12.47	%

*

*	Represents beneficial ownership of less than 1%.

~~(1)~~

Includes 1,997,068 shares of common stock held by Tru St Partnership, L.P., a Pennsylvania limited partnership (“Tru St”). Also includes 7,779 shares of common stock held by Provco Leasing Corporation (“Provco”), of which Dr. Caruso is President and sole director and 24,382 shares of common stock held by The Uncommon Individual Foundation, of which Dr. Caruso is the Chief Executive Officer. Provco is the corporate general partner of Tru St.

(1)

Dr. Caruso may be deemed the beneficial owner of 2,054,627 shares of common stock. He individually holds 15,457 shares and holds options to ~~have shared voting and dispositive power over the~~purchase 9,941 shares ~~held by~~of common stock. Tru St ~~Provco~~Partnership LP (Tru St) may be deemed the beneficial owner of 1,997,068 shares of common stock. Dr. Caruso is the president and ~~The Uncommon Individual Foundation. Also includes 16,223~~sole director of Provco

Leasing Corporation (Provco Leasing). Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 2,004,847 shares of common stock. The Uncommon Individual Foundation (the UIF) is the beneficial owner of 24,382 shares of common stock. Dr. Caruso is the founder and chief executive officer of the UIF. Dr. Caruso disclaims beneficial ownership of the shares held by Tru St, Provco and the UIF. Dr. Caruso may be deemed to have sole power to vote or direct the vote of, and to dispose or direct the disposition of, 25,398 shares of common stock based on his ownership of 15,457 shares and options to purchase 9,941 shares of common stock described above. Dr. Caruso, Tru St, Provco Leasing and the UIF may be deemed to share the power to vote or direct the vote with respect to, and to have shared power to dispose of or shared power to direct the disposition of, 2,029,229 shares of common stock. Dr. Caruso and Tru St may be deemed to share the power to vote or direct the vote with respect to, and to have shared power to dispose of or shared power to direct the disposition of, 1,997,068 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to, and to have shared power to dispose of or shared power to direct the disposition of, 1,997,068 shares of common stock. Dr. Caruso and the UIF may be deemed to share the power to vote or direct the vote with respect to, and to have shared power to dispose of or shared power to direct the disposition of, 24,382 shares of common stock. The address of Dr. Caruso, of Tru St., and of the UIF is 795 E. Lancaster Avenue, Suite 200, Villanova, PA 19085. Provco Leasing’s address is 1105 N. Market Street, Suite 602, Wilmington, DE 19810. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G filed by Dr. Caruso with the SEC on February 11, 2019.

(2)

First Light Asset Management, LLC (First Light) is deemed to be the beneficial owner of 1,785,071 shares of common stock ~~and 20,652 shares~~by virtue of ~~common stock~~the fact that ~~Dr. Caruso~~it acts as an investment adviser to certain persons holding separately managed accounts with First Light, each of whom has the right to ~~acquire pursuant~~receive or the power to ~~outstanding options which are exercisable within 60 days following March 31, 2016. Dr. Caruso disclaims~~direct the receipt of dividends from, or the proceeds from the sale of, those shares. Mathew P. Arens is also deemed to be the beneficial ~~ownership~~owner of these shares because he controls First Light in his position as managing member and majority owner of First Light. First Light Focus Fund, LP (the Fund) is the direct holder and the beneficial owner of 1,102,495 of the shares held by ~~Tru St, Provco and The Uncommon Individual Foundation, except~~First Light. First Light Focus Fund GP, LLC (the General Partner) is deemed to be a beneficial owner of the shares held by First Light because it is the sole general partner of the Fund. First Light is deemed to be a beneficial owner of the shares of common stock because it acts as investment adviser to the ~~extent of his pecuniary interest therein. Dr. Caruso’s address~~Fund. Mr. Arens is c/o The Provco Group, LTD, 795 E. Lancaster Avenue, Suite 200, Villanova, PA 19085. Provco’s address is 1105 N. Market Street, Suite 602, Wilmington, DE 19801. Tru St.’s address is 795 East Lancaster Avenue, Suite 200, Villanova, PA 19085. Information regarding these shares is based in part onalso deemed to be the ~~Schedule 13G filed by Richard E. Caruso, Ph.D. with the SEC on February 2, 2016.~~

~~(2)~~

~~Broadfin Capital, LLC (“Broadfin”) has shared voting power and shared dispositive power over all~~beneficial owner of the ~~1,000,007~~ shares ~~with Broadfin Healthcare Master Fund, Ltd. (“Broadfin Master Fund”) and Kevin Kotler. Kevin Kotler is~~of common stock because he controls First Light in his position as the managing member and majority owner of ~~Broadfin~~First Light. The address of First Light, Mr. Arens, the Fund and ~~a director of Broadfin Master Fund. Broadfin’s address~~the General Partner is ~~300 Park Avenue, 25th Floor, New York, NY 10022. Broadfin Master Fund’s address is 20 Genesis Close,~~

~~Ansbacher House, 2nd Floor, P.O. Box 1344, Grand Cayman KY1-1108, Cayman Islands. Mr. Kotler’s address is c/o Broadfin Capital, LLC, 300 Park Avenue, 25th Floor, New York, NY 10022.~~3300 Edinborough Way, Suite 201, Edina, MN 55435. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule ~~13G/A~~13G filed by ~~Broadfin~~First Light with the ~~Securities and Exchange Commission~~SEC on February ~~12, 2016.~~

14, 2019.

~~(3)~~

~~BlackRock,~~

(3)

Novo Holdings A/S has sole voting power and dispositive power over all of these shares. Novo Holdings A/S is a Danish limited liability company, which is wholly owned by Novo Nordisk Foundation (the Foundation), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of SeaSpine held by Novo Holdings A/S. Novo Holdings A/S' address is Tuborg Havnevej 19, 2900 Hellerup, Denmark. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G filed by Novo Holdings A/S with the SEC on February 1, 2019.

(4)

Blackrock, Inc, is deemed to be the beneficial owner of 1,074,969 shares of common stock. Blackrock, Inc. has sole voting power over 1,034,910 of ~~752,798~~these shares and sole dispositive power over all of ~~the 801,905~~these shares. ~~Blackrock’s~~The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G filed by ~~BlackRock,~~Blackrock, Inc. with the ~~Securities and Exchange Commission on January 28, 2016.~~

~~(4)~~

Bridger Healthcare, Ltd. has shared voting power and shared dispositive power over all of the 618,864 shares. Bridger Management, LLC is the investment advisor to Bridger Healthcare, Ltd. Roberto Mignone is the manager of Bridger Management, LLC and Blake Goodner is the portfolio manager of Bridger Healthcare, Ltd. Each of Bridger Management, LLC, Mr. Mignone and Mr. Goodner may be deemed to share beneficial ownership over the shares reported by Bridger Healthcare, Ltd. The address of Bridger Healthcare, Ltd. is c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of each of Bridger Management, LLC, Mr. Mignone and Mr. Goodner is 90 Park Avenue – 40th Floor, New York, NY 10016. Each of such persons disclaims beneficial ownership of such shares in excess of their actual pecuniary interest therein. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G/A filed by Bridger Healthcare, Ltd. with the Securities and Exchange CommissionSEC on February ~~16, 2016.~~

7, 2019.

~~(5)~~

Collectively, HealthCor Offshore Master Fund, L.P. and HealthCor Sanatate Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 604,000 shares of the common stock of SeaSpine. HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of common stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Offshore II GP, LLC is the general partner of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor Offshore II GP, LLC may be deemed to beneficially own the shares of common stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore II GP, LLC and, therefore, may be deemed to beneficially own the shares of common stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of common stock owned by the Funds. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds. As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock. Each of such persons disclaims beneficial ownership of such shares in excess of their actual pecuniary interest therein. The address of each of the entities affiliated with HealthCor Management, L.P. is Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G/A filed by Bridger Healthcare, Ltd. with the Securities and Exchange Commission on February 16, 2016.

~~(6)~~

Adage Capital Partners, L.P. (“ACP”) has shared voting power and shared dispositive power over all of the 563,888 shares. Adage Capital Partners GP, L.L.C. ("ACPGP") is the general partner of ACP and Adage Capital Advisors, L.L.C. (“ACA”) is the managing member of ACPGP. Robert Atchinson and Phillip Gross are each managing members of ACA, managing members of ACPGP and general partners of ACP. ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by ACPGP as its general partner. ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any of the shares of common stock beneficially

~~owned by ACP. Mr. Atchinson and Mr. Gross, as managing members~~

(5)

Consists of ACA, have shared power to vote the shares of common stock beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any shares of common stock of SeaSpine. By reason of the provisions of Rule 13d-3 of the Exchange Act, each of ACPGP, ACP, Mr. Atchinson and Mr. Gross may be deemed to beneficially own the shares beneficially owned by ACP. ACA’s address is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the Schedule 13G filed by ACP with the Securities and Exchange Commission on February 5, 2016.

~~(7)~~

~~Includes~~ 9,700 shares of common stock held by the Kirtley & Leslie Stephenson 2014 Trust, ~~of which Mr. Stephenson is a trustee. Mr. Stephenson has shared investment power over 9,700 shares of common stock held by the Kirtley & Leslie Stephenson 2014 Trust. Also includes 100~~64,117 shares of common stock held by Mr. Stephenson, and ~~87,837~~117,117 shares of common stock that Mr. Stephenson has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, ~~2016.~~

2019. Mr. Stephenson is a trustee of the Kirtley & Leslie Stephenson 2014 Trust and he has shared investment power over the shares held by it.

(8) Includes 32,550 shares of common stock held by the Essig Enright Family Foundation, of which Dr. Essig is a trustee, and 32,550 shares of common stock held by the Stuart M. Essig 2007 Family Trust. Dr. Essig has shared investment power over 65,100 shares of common stock held by the Essig Enright Family Foundation and the Stuart M. Essig 2007 Family Trust. Also includes 318,936 shares of common stock held by Dr. Essig and 261,538 shares of common stock that Dr. Essig has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2016.

~~(9) Consists of 40,540 shares of common stock that Dr. Blanchard has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2016.~~

~~(10)~~
(6)	Consists of ~~3,727~~414,929 shares of common stock held by ~~Mr. Bradley~~Dr. Essig, and ~~49,421~~130,198 shares of common stock that Dr. Essig has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2019.


(7)	Consists of 28,948 shares of common stock and 54,054 shares of common stock that Dr. Blanchard has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2019.


(8)	Consists of 40,858 shares of common stock and 76,337 shares of common stock that Dr. Bradley has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, ~~2016.~~ 2019.


(9)	Consists of 5,920 shares of common stock.

~~(11) Consists of 48,693~~

(10)

Consists of 47,848 shares of common stock and 83,021 shares of common stock that Mr. Fekete ~~has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2016.~~

(12) Consists of 8,893 shares of common stock held by Mr. Henneman and 64,210 shares of common stock that Mr. Henneman has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2016.

~~(13)~~

~~Consists of 7,220 shares of common stock held by Mr. Sullivan and 53,783 shares of common stock that Mr. Sullivan~~ has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, ~~2016.~~

2019.

(14) Consists of 153,189 shares of common stock held by Mr. Valentine and 81,250 shares of common stock that Mr. Valentine has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2016.

~~(15)~~
(11)	Consists of ~~10,833~~5,920 shares of common stock.


(12)	Consists of 54,708 shares of common stock ~~held by~~and 76,337 shares of common stock that Mr. ~~Bostjancic~~Henneman has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2019.


(13)	Consists of 223,991 shares of common stock and ~~19,541~~446,123 shares of common stock that Mr. Valentine has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, 2019.


(14)	Consists of 66,694 shares of common stock and 114,487 shares of common stock that Mr. Bostjancic has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, ~~2016.~~ 2019.

~~(16)~~
(15)	Consists of ~~7,936~~72,938 shares of common stock ~~held by Mr. Winge~~ and ~~13,723~~108,738 shares of common stock that Mr. ~~Winge~~Lipschultz has the right to acquire pursuant to outstanding options which are exercisable within 60 days of March 31, ~~2016.~~ 2019.


(16)	Consists of 1,130,079 shares of common stock and 1,399,794 shares of common stock acquirable pursuant to outstanding options which are exercisable within 60 days of March 31, 2019.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Our Executive Officers

The table below sets forth the name, age and position of each of our executive officers as of March 31, ~~2016.~~

2019.

~~Name~~			~~Age~~	~~Position~~
~~Executive Officers:~~
Name	Age	Position
Keith C. Valentine	48 51	President, Chief Executive Officer and Director
John J. Bostjancic	45 48	Senior Vice President, Chief Financial Officer ~~Secretary~~ and Treasurer
~~Brian D. Baker~~ Dennis Cirino	49	Senior Vice President, Global ~~Operations~~ Spinal Systems
Tyler Lipschultz	52	Senior Vice President, Orthobiologics and Business Development
Patrick L. Keran	44 47	Vice President, General Counsel and Secretary
John J. Winge	49 52	Vice President, Sales

~~Business Experience~~

~~The following is a brief account of the education and business experience of~~

This section includes biographical information for our ~~current~~ executive ~~officers:~~

~~The biography of Keith C.~~officers, other than for Mr. Valentine, which can be found above under “Proposal No. 1 – Election of Directors.”

John J. Bostjancichas served as our chief financial officer since March 2015 and our ~~secretary and~~ treasurer since July ~~2015.~~2015 and, in February 2018, was designated a senior vice president. Prior to this, Mr. Bostjancic served as acting chief financial officer of the SeaSpine business within Integra LifeSciences Holdings Corporation since December 2014. Prior to that, he was Integra’s senior vice president of global supply chain from February 2012 through November 2014, where he was responsible for global planning, kitting, distribution, logistics and customer service functions and led the project team implementing the U.S. Food and Drug Administration’s “unique device identifier” rule in 2014. From 2008 until January 2012, Mr. Bostjancic was senior vice president of financial planning & analysis at Integra. Since Mr. Bostjancic joined Integra in 1999, he held roles of increasing responsibility in the finance organization, including corporate controller from 2003 through 2006. Before joining Integra, Mr. Bostjancic was a manager in the accounting standards team at Merck & Co., Inc., a publicly traded global health care company, from 1998 through 1999 and worked in the business assurance organization at PricewaterhouseCoopers from 1993 through 1998. He received his B.S. in accounting from the College of New Jersey.

~~Brian D. Baker~~

Dennis Cirino has served as our senior vice president, global spinal systems since July 2018. Mr. Cirino brings over 25 years of spine industry experience with numerous leadership roles in sales and marketing. Prior to joining SeaSpine, he was with NuVasive, Inc., a publicly traded medical device company, where he served in roles of increasing seniority, most recently serving as vice president of market development for computer-assisted surgery. Prior to NuVasive, Mr. Cirino spent ten years at Medtronic, four of which were in Switzerland, where he held senior marketing, development and marketing services positions focused on spinal systems, biologics, and pain stimulation. Mr. Cirino received a B.S./B.A. in Management Information Systems from Duquesne University and an M.B.A. from the University of Notre Dame.

Tyler Lipschultz has served as our senior vice president, orthobiologics and business development since February 2018 and, from July 2015 to February 2018, served as our vice president, orthobiologics and business development. Before joining us, from June 2008 to March 2015, Mr. Lipschultz held positions of increasing responsibility at NuVasive, Inc., a publicly traded medical device company, most recently serving as its executive vice president, global operations ~~since July 2015~~ and, ~~from March 2015~~prior to ~~July 2015, was~~that, executive vice president, ~~operations~~biologics. Prior to joining NuVasive, Mr. Lipschultz was a director at ProtoStar, a medical device incubator that formed Annulex, CVRx, and VERTx, which he co-founded. In 2002, VERTx merged with Spine Wave, where Mr. Lipschultz subsequently served in a variety of roles, including executive vice president and general manager of the ~~SeaSpine business within Integra. From November 2013 until March 2015,~~mechanical business. Prior to ProtoStar, Mr. ~~Baker was an industry consultant providing mergers~~Lipschultz held the position of Equity Research Analyst at Piper Jaffray and ~~acquisitions~~served in various marketing/product management roles at Stryker, Smith & Nephew, and ~~business process optimization services. Beginning in 2007,~~DePuy. Mr. Baker was with Integra following its acquisition of Physician Industries, Inc., a company which sold pain management products and of which Mr. Baker was president and chief executive officer from 1994 until 2007. At Integra, Mr. Baker served as president of Integra’s pain management division from May 2007 to September 2011 and as vice president, operations from September 2011 until November 2013. Mr. BakerLipschultz received a B.A. in economics and business administration from Kalamazoo College and an M.B.A. from the ~~University~~executive program at Krannert School of ~~Phoenix~~Management at Purdue University.

Patrick L. Keranhas served as our general counsel since October ~~2015.~~2015 and secretary since June 2016. Prior to joining SeaSpine, Mr. Keran provided strategic and business advisory services to a variety of life sciences companies, including acting as Chief Legal Officer to NAIA Pharmaceuticals, Inc., a privately held international drug development company. From February 2010 to February 2015, Mr. Keran served as president and chief operating officer of Mast Therapeutics, Inc., a publicly held clinical stage biopharmaceutical company, and from August 2006 to February 2010, he served as its general counsel. He also served as Mast’s secretary from September 2006 to February 2015 and served as its principal financial officer from July 2009 to January 2013. Previously, from 2004 to 2006, Mr. Keran was associate general counsel at Ionis

Pharmaceuticals, Inc. (formerly known as Isis Pharmaceuticals, Inc.), a publicly held drug discovery and development company. From 1999 to 2004, Mr. Keran practiced corporate law at the law firms of Heller Ehrman LLP and Brobeck Phleger & Harrison LLP, specializing in public and private financings, licensing arrangements, mergers and acquisitions and corporate governance matters. Mr. Keran is licensed to practice law in the State of California. Mr. Keran received a B.A. from the University of California at San Diego and a J.D. from the University of California at Berkeley, Boalt Hall School of Law.

John J. Wingehas served as ourvicepresident, sales sinceJune2015. From August 2008 to June2015 he served asvicepresident,sales of ~~Integra’s~~the U.S. spine ~~division.~~division of Integra LifeSciences Holdings Corporation. He was alsovicepresident,marketing for Integra’s U.S.spine division from June 2011 to September 2013. Mr. Winge joined Integra in August 2008 when Integra acquired ThekenSpine, LLC,aprivatelyheldmedical device company focused on spine,where Mr. Winge served asexecutivevice president,sales and played an integral role in building Theken Spine from approximately $6 million to roughly $50 million in annual revenue. Prior to joining ThekenSpinein2004, Mr. Winge led the distribution business for REO Spine as the U.S.distributorforEurosurgical Ltd., a distributor of surgical instrumentation and medical equipmentproducts,from 1999 to 2004. Mr. Winge worked with various independent distributors from 1992 to 1998 as a spine hardware sales representative and manager. Mr. Winge began his medical device career as a sales representative for Sofamor Danek. Mr. Winge received a B.A. ineconomics from the University of Pittsburgh.

~~Summary of~~

2018 Named Executive Officer Compensation

~~Introduction~~

Prior to the Spin-Off, we were not an independent company and each of the named executive officers (as defined below) was employed by Integra or one of its subsidiaries. Accordingly, all pre-Spin-Off payments and benefits described below were provided by Integra. Decisions as to the compensation of the named executive officers prior to the Spin-Off were made by Integra. Following the Spin-Off, our compensation committee has determined the compensation for our named executive officers. This section describes the material components of the executive compensation programs established by Integra prior to the Spin-Off, to the extent relevant to an understanding of the compensation paid to our named executive officers by Integra prior to the Spin-Off, but will primarily focus on the executive compensation programs approved by our compensation committee for the post-Spin-Off portion of 2015 and beyond.

This section discusses the material components of the executive compensation program for our named executive officers ~~who are~~and includes the required compensation tables. Our named ~~in the Summary Compensation Table below (our “named~~ executive ~~officers”). These individuals, as well as their positions with us during 2015, are listed below.~~

officers are:

~~Keith Valentine, President and Chief Executive Officer;~~


	·
Name	Position
Keith C. Valentine	President, Chief Executive Officer and Director
John J. Bostjancic	Chief Financial Officer ~~Secretary~~ and ~~Treasurer;~~ Treasurer
Tyler Lipschultz	Senior Vice President, Orthobiologics and Business Development

~~John Winge, Vice President, Sales; and~~

~~Brian Larkin, former President of the SeaSpine business prior to the Spin-Off.~~

Mr. Valentine was hired by us in May 2015 and serves as our president and chief executive officer. Prior to the Spin-Off, Messrs. Larkin, Bostjancic and Winge were employees of Integra. Mr. Larkin retired effective as of the completion of the Spin-Off and was not an employee of SeaSpine at any time following the Spin-Off.

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for ~~the years ended December 31, 2015 and 2014.~~

our last two completed fiscal years.

Non-Equity

Stock

Option

Incentive Plan

All Other

Salary

Bonus

Awards

Awards

Compensation

Compensation

Name and Principal Position
Year
($)⁽¹⁾

($)

($)⁽²⁾

($)⁽²⁾

($)

($)⁽³⁾⁽⁴⁾

Total ($)

Keith Valentine⁽⁵⁾
2015

328,846

400,000

−

1,864,688

−

−

2,593,534

Chief Executive Officer

John Bostjancic
2015

318,724

162,500

52,102

355,725

−

113,810

1,002,861

Chief Financial Officer
2014

295,256

−

146,656

−

109,364

4,305

555,581

John Winge
2015

304,231

127,232

29,560

229,500

−

33,550

724,073

Vice President, Sales
2014

293,858

−

49,334

−

44,590

4,395

392,177

Brian Larkin⁽⁶⁾
2015

132,145

−

−

−

−

828,964

961,109

Former President
2014

342,210

−

−

−

−

8,520

350,730



2018 Summary Compensation Table
				Stock	Option	Non-Equity Incentive Plan	All Other
		Salary	Bonus	Awards	Awards	Compensation	Compensation
Name and Principal Position	Year	($)	($)	($)⁽¹⁾	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	Total ($)
Keith Valentine	2018	547,324	—	820,371	—	618,825	4,125	1,990,645
Chief Executive Officer	2017	527,478	—	795,675	—	450,883	4,125	1,778,161
John Bostjancic	2018	372,335	—	375,380	—	255,940	4,125	1,007,780
Chief Financial Officer	2017	342,861	—	344,794	—	172,396	4,125	864,176
Tyler Lipschultz⁽⁴⁾	2018	373,212	—	375,380	—	243,750	4,125	996,467
Senior Vice President, Orthobiologics and Business Development

~~(1)~~

~~For 2015, amounts include salary paid by Integra prior to the Spin-Off and salary paid by SeaSpine following the Spin-Off.~~

~~(2)~~

(1)

Represents the grant date fair value, ~~of stock and option awards granted to the named executive officers during the applicable year~~ determined in accordance with ASC Topic 718, ~~Compensation—Stock~~Compensation-Stock Compensation (ASC Topic 718)., of awards of restricted stock units (RSUs) and options, as applicable, granted to the named executive officers. See Note 67 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2018 for details as to the assumptions used to determine the fair value of ~~the stock and option awards granted by us.~~these awards. Amounts shown are based on the full grant date fair value of the entire award, regardless of vesting requirements. ~~Stock awards received by Messrs. Bostjancic and Winge reflect restricted stock awards granted by Integra prior~~

(2)

Represents amounts paid to the Spin-Off. These awards were converted at the time of the Spin-Off into SeaSpine restricted stock awards covering a number of SeaSpine shares such that the pre-Spin-Off value of the underlying Integra restricted stock award was approximately preserved. For more information about the adjustment of Integra equity awards in connection with the Spin-Off, see “Treatment of Integra Equity Awards in the Spin-Off” below.

~~(3)~~

For 2015, amounts under the “All Other Compensation” column consist of the following: for Mr. Bostjancic, matching contributions made by Integra under its 401(k) plan ($4,125) and relocation expense reimbursements paid by Integra in connection with the Spin-Off ($109,685); for Mr. Winge, matching contributions made by usnamed executive officers under our ~~401(k) plan ($1,764), matching contributions made by Integra under its 401(k) plan ($4,125)~~annual incentive program for corporate and a charitable donation made by us on Mr. Winge’s behalf from his accrued but unpaid time off balance ($16,538) and a tax gross-up related to the foregoing charitable contribution made on Mr. Winge’s behalf ($11,123); and,individual performance for ~~Mr. Larkin, matching contributions made by Integra under its 401(k) plan ($3,964) and severance paid to Mr. Larkin by Integra in connection with his retirement at the time of the Spin-Off ($825,000).~~

2018.

~~(4)~~	~~For 2014, amounts under the “All Other Compensation” column~~
(3)	Amounts consist of matching contributions we made ~~by Integra~~ under ~~its~~our 401(k) plan, and, for Messrs. Bostjancic and Winge, group term life insurance premiums paid by Integra on their behalf. In addition, with respect to Mr. Larkin, included are amounts related to an annual physical examination paid by Integra. plan.

~~(5)~~

(4)

Mr. ~~Valentine joined~~Lipschultz became one of our ~~Company on May 1, 2015. The salary column reflects Mr. Valentine’s prorated salary for~~executive officers in March 2018 when he was appointed as our senior vice president, orthobiologics and business development. Because 2018 is the ~~portion~~first year he qualifies as one of ~~2015 following~~our named executive officers, only his ~~commencement of employment.~~

2018 compensation is being reported.

~~(6)~~

Mr. Larkin retired at the time of the Spin-Off and was not employed by us at any time following the Spin-Off. As a result, all of the compensation included in the table for Mr. Larkin was paid by Integra and relates to the pre-Spin-Off period.

Narrative to Summary Compensation Table

Base Salaries

Messrs. Bostjancic, Winge and Larkin received base salaries from Integra in 2014 to compensate them for services rendered to Integra. The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities, and is set forth in the Summary Compensation Table above. As of April 1, 2015, the base salaries of Messrs. Bostjancic and Winge were increased from $288,921, and $290,126, respectively, to $305,029 and $299,661, respectively.

~~Following the Spin-Off, our~~

Our named executive officers’ base salaries ~~were~~are set by our compensation committee to be commensurate with their positions as named executive officers of a public company and are expected to provide a steady source of income sufficient to permit these officers to focus their time and attention on their work duties and responsibilities. ~~Following~~As of March 4, 2018, the ~~Spin-Off, the 2015~~2018 annual base salaries for Messrs. Valentine, Bostjancic and ~~Winge were $500,000, $325,000~~Lipschultz increased from $530,450, $344,792 and ~~$299,661,~~$344,792, respectively, to $546,364, $375,000 and $375,000, respectively.

Any future adjustments to the base salary of our named executive officers will be reflective of factors such as the scope of their responsibilities, background, track record, training and experience, as well as competitive external market positioning and the overall market demand for such executives at the time compensation decisions are made. As with total executive compensation, we intend that executive base salaries should be competitive with the range of

salaries for executives in similar positions and with similar responsibilities. An executive's base salary will be evaluated together with components of the executive's other compensation to ensure that the executive's target and actual total compensation is consistent with our overall compensation philosophy.

In February ~~29, 2016, the~~2019, our compensation committee ~~of our board of directors~~ approved base salary increases for ~~2016~~2019 for ~~the Company’s~~our named executive ~~officers,~~officers. Their base salaries were increased to the following amounts effective as of March ~~7, 2016, as follows:~~3, 2019: Mr. Valentine, ~~$515,000;~~$568,220; Mr. Bostjancic, ~~$334,750;~~$390,000; and Mr. ~~Winge, $308,651.~~

Lipschultz, $390,000.

Annual ~~Cash~~ Incentive Program

~~2015 Annual Bonuses.~~ In 2015, none of our named executive officers participated in Integra’s bonus plan. Instead, they were paid bonuses by us for the full year. Mr. Larkin was not eligible for a bonus from SeaSpine or Integra for 2015.

Following the Spin-Off, our named executive officers were eligible to earn cash incentive awards for 2015. Cash bonuses are expected to incentivize our named executive officers to strive to attain Company and/or individual performance goals that further our interests and the interests of our stockholders. The target cash incentive payout for Messrs. Valentine, Bostjancic and Winge for 2015 was 85%, 50% and 40%, respectively, of each executive’s annual base salary. For 2015, the bonus payouts to our named executive officers were determined by our compensation committee in its discretion based on its overall evaluation of our 2015 performance and our named executive officers’ individual performance. The 2015 bonuses paid to our named executive officers are reflected in the Summary Compensation Table above.

~~2016 Annual Incentive Program.~~

In February 2016, our compensation committee established ~~a new~~an annual incentive program under ~~the~~our Amended and Restated 2015 ~~Plan, as well as guidelines for the 2016 performance period.~~Incentive Award Plan. The annual incentive program provides annual bonus opportunities for the ~~named executive officers and other members of the Company’s~~ senior leadership team members designated as participants by our compensation ~~committee.~~committee, including each of our named executive officers. The ~~methodology for determining annual bonuses under the~~ annual incentive program ~~plan~~ is designed to motivate and reward participants for their contributions to the ~~Company,~~Company. The potential amount of the bonuses awarded is based on corporate ~~and/or~~and individual performance.

~~Target bonuses under~~ Our compensation committee establishes the ~~annual incentive program for the named executive officers for 2016 will be as follows: Mr. Valentine, 85% of base salary; Mr. Bostjancic, 50% of base salary; and Mr. Winge, 40% of base salary.~~

~~Under the annual incentive program, a portion of a participant’s annual bonus will be tied to~~ corporate ~~goals established~~performance metrics at the beginning of each fiscal year ~~by our compensation committee, with~~and also determines the relative ~~weightings between~~weight of those ~~goals also approved by our compensation committee.~~metrics. A portion of a participant’s annual bonus will also be determined in the discretion of our compensation committee based on the participant’s individual performance and such other factors as our compensation committee deems appropriate. The payout level for each ~~executive’s~~participant’s annual bonus ~~under the annual incentive program~~ will range between 0% and 200% of ~~target.~~the target bonus amount established by our compensation committee. Generally, a participant must remain employed with us through the date of payment of his or her annual bonus to remain eligible to receive such bonus.

In February 2018, our compensation committee established guidelines for the 2018 performance period of the annual incentive program. The target bonus amount for the named executive officers for 2018 was 85% of base salary for Mr. Valentine and 50% of base salary for each of Messrs. Bostjancic and Lipschultz. For ~~2016,~~2018, 75% of each participant’s annual bonus was determined based on achievement relative to corporate performance metrics and 25% was determined based on individual performance. The corporate performance metrics for 2018 were revenue, free cash flow, and product development and launches, weighted 50%, 30% and 20%, respectively. The guidelines set forth achievement levels within each corporate performance metric (from 50% to 150%), though achievement levels are intended as benchmarks, rather than binary requirements or minimums / maximums, and do not mandate linear interpolation between achievement levels. Free cash flow is cash flow from operations, less capital expenditures, both calculated in accordance with GAAP, as adjusted for the impacts to operating cash flows from certain items. Free cash flow is a non-GAAP financial measure within the meaning of Regulation G. Appendix C to this Proxy Statement includes a reconciliation of such non-GAAP financial measure to the most directly comparable financial measures prepared in accordance with GAAP.

The table below sets forth the estimated actual results relative to the 100% target of each corporate performance metric. Estimated actual results reflected management’s initial estimate of our company’s performance with respect to the applicable metric and were calculated before all internal and external review and audit procedures were completed and, accordingly, were subject to adjustment. Estimated actual results were provided to our compensation committee in advance of

its meeting in early February 2019 to determine 2018 bonuses. Differences between estimated and final actual results were immaterial - final revenue was $0.1 million more than estimated and final free cash flow was $0.5 million less than estimated - and no adjustment to the 2018 bonuses was made for these differences. For revenue and free cash flow, the weighted achievement in the table below reflects linear interpolation between the achievement levels in the guidelines for the annual incentive program for the 2018 performance period. In determining the bonus amounts for 2018, our compensation committee considered the weight associated with each corporate performance metric, whether the metric had been met, the degree and quality of performance for partially achieved metrics, the level of difficulty of achieving a metric, and the conditions or changes in circumstances that affected the ability to achieve or desirability of achievement of a particular metric. In particular, while product development and launches achieved at the 150% level (unweighted), or 30% (weighted), management believed that, due to the quality of specific launches and challenges in internal execution, a weighted achievement level of less than 30% was warranted. After considering these factors, our compensation committee determined to award a corporate performance metric achievement level of 130% for the 2018 performance period. Although the sum of the weighted achievement of the corporate performance metrics was 142.7% (or 137.5%, based on final actual results), our compensation committee determined that 130% was appropriate under the circumstances. The committee also determined that each named executive officer’s individual performance was at a high level in 2018 when compared to his individual performance goals. Amounts paid under our annual incentive program for the 2018 performance period are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, above.



Corporate Performance Metric	Weight	100% Target	Estimated Actual Result	Weighted Achievement
Revenue	50%	$141.0 million	$143.3 million	69.5%
Free Cash Flow	30%	($21.5 million)	($20.4 million)	43.2%
Product Launches	20%	8	10	30.0%
TOTAL				142.7%

In February 2019, our compensation committee established a new annual incentive program under our Amended and Restated 2015 Incentive Award Plan for performance periods beginning January 1, 2019. The new program substantively was the same as the prior program, but removed reference to Section 162(m) of the Code and related provisions, as well as made other ministerial changes. Also in February 2019, the compensation committee established guidelines for the 2019 performance period of the annual incentive program. Target bonuses under the annual incentive program for the named executive officers for 2019 will be as follows: 85% of base salary for Mr. Valentine and 50% of base salary for each of Messrs. Bostjancic and Lipschultz. For 2019, 75% of each participant’s annual bonus will be determined based on achievement relative to corporate ~~objectives~~performance metrics and 25% will be determined based on individual performance. The ~~three measures of~~ corporate performance metrics for 2019 will be revenue, free cash flow, and product development and launches, weighted 50%, 30% and 20%, respectively. The guidelines set forth achievement levels within each corporate performance metric (from 0% to ~~be utilized for 2016~~150%), though achievement levels are ~~revenues, product launches~~intended as benchmarks, rather than binary requirements or minimums / maximums, and ~~year-end liquidity.~~

~~A participant must generally remain employed through the date of payment of his or her annual bonus under the annual incentive program in order to remain eligible to receive such bonus.~~

do not mandate linear interpolation between achievement levels.

Equity Compensation

~~Prior~~

In 2017 and 2018, our compensation committee granted RSUs to each of our named executive officers. The vesting terms of such RSUs are described in footnotes to the ~~Spin-Off, Messrs. Bostjancic and Winge participated~~2018 Outstanding Equity Awards at Fiscal Year End table set out in Integra’s equity compensation plans. The following table sets forth the number of shares of Integra restricted stock granted to these executives by the Integra compensation committee in 2015. Neither Mr. Valentine nor Mr. Larkin received an Integra equity award in 2015.

~~Named Executive Officer~~

~~2015 Integra~~

~~Restricted~~

~~Shares~~

~~Granted (#)~~

~~John Bostjancic~~

~~839~~

~~John Winge~~

~~476~~

Each Integra restricted stock award vests annually over a three-year period following the applicable grant date, subject to continued employment through the applicable vesting date. As described below, each Integra restricted stock award held by Messrs. Bostjancic and Winge was converted into a SeaSpine restricted stock award covering a number of shares of our common stock such that the pre-Spin-Off value of the underlying Integra restricted stock award is approximately preserved. The converted SeaSpine restricted stock awards are generally subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Integra awards immediately prior to the Spin-Off. These adjusted awards are set forth in theunder “Outstanding Equity Awards at Fiscal ~~Year-End” table~~Year-End,” below.

In ~~May 2015, our board of directors and Integra, as our sole stockholder prior~~2019, in part to increase the Spin-Off, approved the 2015 Plan. We adopted the 2015 Plan in order to facilitate the grant of equity and cash incentives to directors, employees (including our named executive officers) and consultantsperformance element of our ~~Company and certain~~equity compensation, rather than grant equity awards consisting solely of its affiliates and to enable our Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. For additional information about the 2015 Plan, please see Proposal 2 above.

~~Following the Spin-Off, our compensation committee made the first equity awards~~RSUs to our named executive officers, ~~other than Mr. Larkin, in August 2015 to coincide generally with~~ our formation as a new, independent company and to align executives' interests with stockholders at the earliest practicable date. The initial stock option awards will vest as to 25% of the underlying shares on May 1, 2016, and the remaining 75% in twelve substantially equal quarterly installments thereafter. The stock options have a term of eight years from the date of grant and werecompensation committee granted with an exercise price equal to the fair market value of the Company's common stock on the date of grant, as determined under the 2015 Plan. In general, a named executive officer is required to be employed on a vesting date to be eligible to vest in these time-based awards, subject to acceleration under certain circumstances as described below under “Executive Compensation Arrangements.”

~~Treatment of Integra Equity Awards in the Spin-Off~~

~~Stock Options~~

Each Integra stock option held by an individual who was employed or engaged by SeaSpine or its affiliates following the Spin-Off, and certain other individuals, was split into two options - an Integra stock option and a SeaSpine stock option. Following the Spin-Off, the combined intrinsic value of the resulting Integra and SeaSpine stock options was approximately equal to the intrinsic value of the original Integra stock option immediately prior to the Spin-Off. None of our named executive officers ~~held Integra~~a combination of stock ~~option awards at the time of the Spin-Off. Of our non-employee directors, only Drs. Bradley~~options and ~~Essig and Messrs. Henneman and Sullivan held Integra stock option awards at the time of the Spin-Off.~~

~~Contract Stock~~

Each Integra contract stock award held by an individual who was employed or engaged by SeaSpine or its affiliates following the Spin-Off was converted into a SeaSpine contract stock award covering a number of SeaSpine shares such that the pre-Spin-Off value of the underlying Integra contract stock award was approximately preserved.

RSUs.

~~None of our named executive officers or non-employee directors held any Integra contract stock awards at the time of the Spin-Off.~~

~~Restricted Stock~~

Each Integra restricted award held by an individual who was employed or engaged by SeaSpine or its affiliates following the Spin-Off was converted into a SeaSpine restricted stock award covering a number of shares of our common stock such that the pre-Spin-Off value of the underlying Integra restricted stock award was approximately preserved. The Integra restricted stock awards held by Messrs. Bostjancic and Winge were adjusted accordingly and the adjusted awards are reflected in the Outstanding Equity Awards at Fiscal Year-End table below. None of our non-employee directors held any Integra restricted stock awards at the time of the Spin-Off.

~~Performance Stock~~

Each Integra performance stock award held by an individual who was employed or engaged by SeaSpine or its affiliates following the Spin-Off was be converted into a time-vesting SeaSpine equity award covering a number of SeaSpine shares such that the pre-Spin-Off value of the underlying Integra performance stock award was approximately preserved. None of our named executive officers or non-employee directors held any Integra performance stock awards at the time of the Spin-Off.

~~General Terms of Adjusted Awards~~

The SeaSpine equity awards granted as a result of the conversion are generally subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Integra awards immediately prior to the Spin-Off. However, Integra performance stock awards held by individuals who were employed or engaged by SeaSpine or its affiliates following the Spin-Off were converted into time-vesting SeaSpine equity awards. Following the Spin-Off, continued employment or service at SeaSpine will satisfy any continued employment or other continued service requirement for purposes of the newly granted SeaSpine equity awards.

Other Elements of Compensation

Retirement Plans

Prior to the Spin-Off, our employees who were employed by Integra, including Messrs. Bostjancic, Winge and Larkin, were eligible to participate in Integra’s 401(k) retirement savings plan. Under Integra’s 401(k) plan, eligible Integra employees could elect to contribute pre-tax amounts, up to a statutorily prescribed limit, to the 401(k) plan. For 2015, the prescribed annual limit was $18,000.

~~Following the Spin-Off, we established~~

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms generally applicable to other full-time employees. We believe that providing a vehicle for tax-deferred retirement savings

though our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. We provide matching contributions to our employees equal to 100% of the first 1% of their eligible compensation and 50% of the next 4% of their eligible compensation, up to a maximum matching contribution of $4,125 per employee.

Employee Benefits and Perquisites

Additional benefits available to our employees ~~in 2015,~~ including ~~Messrs. Valentine, Bostjancic, Winge and Larkin, included~~our named executive officers, include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. ~~These benefits were provided to Messrs. Bostjancic, Winge, and Larkin during 2014 on the same general~~

~~terms as they were provided to all of Integra’s full-time U.S. employees. In addition, for 2014, Mr. Larkin was eligible to receive an annual physical medical exam paid by Integra.~~

In connection with the Spin-Off, Mr. Bostjancic was reimbursed by Integra for certain moving expenses related to his relocation from New Jersey to California. These amounts are reflected in the Summary Compensation Table above.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of our common stock underlying outstanding equity ~~incentive plan~~ awards for each named executive officer as of December 31, ~~2015.~~

2018.

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)⁽¹⁾
Unexercisable

Option Exercise
Price ($)

Option
Expiration
Date

Number of
Shares of Stock
Awards That
Have Not Vested
(#)⁽²⁾

Market Value
of Shares of
Stock Awards
that Have Not
Vested ($)⁽³⁾

Keith Valentine

8/1/2015

—

325,000

15.68

8/1/2023

—

—

John Bostjancic

8/1/2015

—

62,000

15.68

8/1/2023

—

—

3/23/2015

—

—

—

—

3,012⁽⁴⁾

51,746

3/24/2014

—

—

—

—

7,604⁽⁵⁾

130,637

3/25/2013

—

—

—

—

2,739⁽⁶⁾

47,056

7/1/2011

—

—

—

—

5,744⁽⁷⁾

98,682

John Winge

8/1/2015

—

40,000

15.68

8/1/2023

—

—

3/23/2015

—

—

—

—

1,709⁽⁴⁾

29,361

3/24/2014

—

—

—

—

2,559⁽⁵⁾

43,964

3/25/2013

—

—

—

—

779⁽⁶⁾

13,383



	2018 Outstanding Equity Awards at Fiscal Year End
		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable*	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)*	Market Value of Shares or Units of Stock that Have Not Vested ($)⁽⁵⁾
Keith Valentine	3/5/2018	—	—	—	—	82,284⁽³⁾	$	1,500,860
	2/2/2017	—	—	—	—	71,877⁽⁴⁾	1,311,036
	1/27/2016⁽¹⁾	111,806	37,268	14.19	1/27/2024	—	—
	8/1/2015⁽²⁾	284,375	40,625	15.68	8/1/2023	—	—
John Bostjancic	3/5/2018	—	—	—	—	37,651⁽³⁾	$	686,754
	2/2/2017	—	—	—	—	31,147⁽⁴⁾	$	568,121
	1/27/2016⁽¹⁾	48,450	16,149	14.19	1/27/2024	—	—
	8/1/2015⁽²⁾	54,250	7,750	15.68	8/1/2023	—	—
Tyler Lipschultz	3/5/2018	—	—	—	—	37,651⁽³⁾	$	686,754
	2/2/2017	—	—	—	—	31,147⁽⁴⁾	$	568,121
	1/27/2016⁽¹⁾	48,451	16,148	14.19	1/27/2024	—	—
	8/1/2015⁽²⁾	48,750	11,250	15.68	8/1/2023	—	—

~~(1)~~	~~Stock options~~
*	In the footnotes below, the vesting that will occur in the future is subject to the officer continuing to be employed with us through the applicable vesting date.

(1)

This option vested or will vest in equal quarterly installments over four years, with the first installment vesting on March 31, 2016; provided that no portion of the option vested until the first anniversary of the officer’s first day of employment with us, at which time the portion of the option that would have vested but for this one-year cliff, vested. This option began vesting for Messrs. Valentine, Bostjancic and Lipschultz in June 2016, March 2016 and August 2016, respectively.


(2)	This option vested as to 25% of the underlying shares on ~~March~~May 1, 2016, and the remaining 75% vested or will vest in twelve substantially equal quarterly installments thereafter.

~~(2)~~
(3)	Represents ~~restricted stock awards that were granted~~shares subject to RSUs, 27,428 shares of which vested on January 1, 2019 for Mr. Valentine and 12,550 shares of which vested on January 1, 2019 for each of Messrs. Bostjancic and Lipschultz and the balance of which will vest in equal installments on each of January 1, 2020 and 2021.


(4)	Represents shares subject to RSUs, 35,938 shares of which vested on January 1, 2019 for Mr. Valentine and 15,573 shares of which vested on January 1, 2019 for each of Messrs. Bostjancic and Lipschultz and the balance of which will vest on of January 1, 2020.


(5)	The dollar amounts shown in this column are calculated by ~~Integra to~~multiplying the named executive officer prior to the Spin-Off and converted to restricted stock awards with respect to SeaSpine common stock in connection with the Spin-Off. For more information on these adjustments, please see “Treatmentnumber of ~~Integra Equity Awards~~shares shown in the ~~Spin-Off” above.~~

~~(3)~~

~~The market value of restricted stock or performance shares that has not vested is calculated based on~~adjacent column by the closing ~~trading~~market price of our common stock as reported on ~~NASDAQ~~Nasdaq on December 31, ~~2015~~2018 ($~~17.18)~~18.24), the last trading day of ~~2015.~~

our fiscal year.

~~(4)~~

~~The stock award will vest in three equal installments on each of March 23, 2016, March 23, 2017 and March 23, 2018, subject to continued employment.~~

~~(5)~~

~~The stock award will vest in two equal installments on each of March 24, 2016 and March 24, 2017, subject to continued employment.~~

~~(6)~~

~~The stock award will vest in full on March 25, 2016, subject to continued employment.~~

~~(7)~~

~~The stock award will vest in full on July 1, 2016, subject to continued employment.~~

Executive Compensation Arrangements

~~Following is a summary of the employment and severance arrangements entered into with our named executive officers.~~

Keith Valentine Employment Agreement

On April 28, 2015, we entered into an employment agreement ~~(the “Valentine Employment Agreement”)~~ with Keith Valentine, pursuant to which he serves as our chief executive officer. Mr. Valentine’s employment commenced May 1, ~~2015. Under the Valentine Employment Agreement~~2015 and, unless earlier terminated ~~Mr. Valentine’s~~or amended, his employment ~~as our chief executive officer~~under that agreement will terminate on May 1, 2019.

~~Under~~ We intend to amend the ~~Valentine Employment Agreement, Mr. Valentine is entitled to receive an~~employment agreement before May 1, 2019.

His initial annual base salary ofwas $500,000 and is eligible for an annual bonus opportunity targeted at least at 85% of his annual base salary. Mr. Valentine’s bonus opportunity will be pro-rated for his partial year of service. Mr. Valentine’s base salary is subject to annual review and may be increased in the discretion of the compensation committee of our board of directors.

~~The Valentine Employment Agreement provides that, following the Spin-Off,~~ Mr. Valentine ~~was entitled to receive~~is eligible for an annual bonus opportunity targeted at least at 85% of his annual base salary.

Mr. Valentine received a nonqualified stock option ~~under the 2015 Plan (the “Initial CEO Option”)~~ to purchase 325,000 shares of our common ~~stock. The Initial CEO Option has~~stock with a ~~maximum~~ term of eight years and ~~vests~~that vested with respect to 25% of the shares on May 1, 2016 and, with respect to the remaining 75% of the shares, vested or will vest in equal quarterly installments over the following three-year period, subject to his continued ~~service.~~

~~The Valentine Employment Agreement also provides that~~service through the applicable vesting date. If his employment is terminated due to his death or disability, then all the shares subject to this option will vest and become exercisable in full. Mr. Valentine is eligible to receive a discretionary annual equity award as determined by our compensation committee in its sole discretion. The amount, form and mix of such award ~~will be~~is determined by our compensation committee in its discretion after giving consideration to annual equity-based awards granted to chief executive officers in our peer group. ~~However, it is anticipated such~~In each of 2015, 2016, 2017, 2018 and 2019, Mr. Valentine was granted an equity award, ~~will be~~either in the form of a stock option, RSU, or combination thereof, with a value ~~of $750,000~~equal to 1.5 times his then-current annual base salary and that will vest, with respect to stock options, over a four-year ~~period.~~

~~The Valentine Employment Agreement contains an employee non-solicitation covenant that extends for 18 months following~~period and, with respect to RSUs, over a termination of Mr. Valentine’s employment. Further, we agreed to reimburse Mr. Valentine for up to $35,000 in legal fees and expenses incurred in connection with the drafting, review and negotiation of the Valentine Employment Agreement and the Initial CEO Option agreement.

~~Under the Valentine Employment Agreement, if~~three-year period.

If Mr. Valentine’s employment is terminated outside the context of a change in control by us other than for “cause,” or as a result of death or “disability,” or by Mr. Valentine for “good reason” (each, as defined in ~~the Valentine Employment Agreement)~~his employment agreement), then, in addition to accrued ~~amounts,~~amounts:

he will receive a lump sum payment equal to 2.99 times his annual base salary;

he will receive company-subsidized healthcare continuation coverage for Mr. Valentine and his dependents for up to eighteen months after his termination date;

the vesting of any equity awards that are outstanding immediately prior to such termination and that vest solely based on the passage of time will be ~~entitled~~accelerated; and

he will be eligible to receive a pro-rated annual bonus for the ~~following payments and benefits:~~

~~A lump sum payment equal to 2.99 times Mr. Valentine’s annual base salary;~~

year in which the termination occurs.

~~Company-subsidized healthcare continuation coverage for Mr. Valentine and his dependents for up to eighteen months after his termination date;~~

~~Accelerated vesting of any equity awards that are outstanding immediately prior to such termination and that vest solely based on the passage of time; and~~

~~Eligibility to receive a pro-rated annual bonus for the year in which the termination occurs.~~

If Mr. Valentine’s employment is terminated within twelve months following a change in control by us other than cause, death or disability, or by Mr. Valentine for good reason, then ~~Mr. Valentine~~he will be entitled to receive the same payments and benefits as ~~in the non-change in control context,~~described above, except ~~the~~he will receive a lump sum ~~cash~~ payment ~~will instead~~ equal to 2.99 times the sum of ~~Mr. Valentine’s~~his annual base salary and target bonus opportunity.

~~If Mr. Valentine’s employment is terminated due to his death or disability, then all of the shares subject to the Initial CEO Option will vest and become exercisable in full.~~

Mr. Valentine’s right to receive the severance payments ~~pursuant~~described above is subject to ~~the~~Mr. Valentine ~~Employment Agreement is contingent on Mr. Valentine’s~~ executing a general release of claims ~~against the Company.~~in our favor. In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such payments and/or benefits will be subject to a “best pay cap” reduction, if such

reduction would result in a greater net after-tax benefit to Mr. Valentine than receiving the full amount of such payments.

~~John Bostjancic Letter Agreement~~

~~In March 2015, we entered into~~

Mr. Valentine’s employment agreement contains an ~~employment offer letter with~~employee non-solicitation covenant that extends for 18 months following termination of his employment. We agreed to reimburse Mr. ~~Bostjancic pursuant~~Valentine for up to ~~which he serves as our chief financial officer.~~

~~The letter agreement sets forth Mr. Bostjancic’s initial annual base salary~~$35,000 in legal fees and ~~target annual bonus opportunity. In addition, Mr. Bostjancic is eligible to receive a discretionary annual equity award with value no greater than $210,000.~~

~~The letter agreement also provides that,~~expenses incurred in connection with the ~~Spin-Off, Mr. Bostjancic was eligible~~drafting, review and negotiation of his employment agreement and the option agreement related to ~~receive (i) one or more equity awards, including a~~the stock option to purchase 325,000 shares of our common stock ~~with an aggregate fair value of $252,078 and (ii) relocation assistance of up to $100,000 in connection with his move to California.~~

Under the letter agreement, if Mr. Bostjancic’s employment was terminated for any reason other than cause prior to December 31, 2015, he was entitled to receive (i) a lump-sum payment equal to six months of his base salary and (ii) an additional cash amount equal to the value of any restricted stock awards held by Mr. Bostjancic as of the termination date that would have vested within six months following his termination date (had he remained employed). Mr. Bostjancic also will be eligible to receive any standard severance payments and benefits then in effect with our Company. The letter agreement also provides that he will be eligible to receive up to twelve months of his base salary upon a qualifying termination in connection with a change in control, pursuant to an arrangement to be established by our Company following the Spin-Off. The foregoing severance provisions have been superseded by the described above.

Senior Leadership Retention and Severance Plan ~~described below.~~

~~John Winge Letter Agreement~~

In January 2015, we entered into a letter agreement with Mr. Winge pursuant to which he serves as our vice president, sales. The letter agreement provided that if Mr. Winge’s employment was terminated for any reason other than cause prior to January 1, 2016, he will receive a lump-sum payment equal to six months of his base salary, in addition to any standard severance payments and benefits then in effect with our Company. The foregoing severance provisions have been superseded by the Senior Leadership Retention and Severance Plan described below.

~~Senior Leadership Retention and Severance Plan~~

In January 2016, our compensation committee adopted the Senior Leadership Retention and Severance Plan, ~~(the “Severance Plan”).~~or the Severance Plan. The Severance Plan provides our named executive officers (other than Mr. Valentine, who is not an eligible participant) and the other members of our senior leadership team with certain severance benefits.

Under the Severance Plan, if a participant’s employment is terminated prior to a change in control or more than twelve months following a change in control by us without “cause” (and other than by reason of death or disability) or by the participant for “good reason” (each as defined in the Severance Plan), then the participant will be entitled to a lump sum payment equal to his or her annual base salary, less his or her accrued but unused paid time off.

Under the Severance Plan, if a participant’s employment is terminated within twelve months following a change in control by us without cause (and other than by reason of death or disability) or by the participant for good reason, then the participant will be entitled to the following payments and benefits:

~~A lump sum payment equal to two times his or her annual base salary, less his or her accrued but unused paid time off;~~

A lump sum payment equal to two times his or her annual base salary, less his or her accrued but unused paid time off;

A lump sum payment equal to the estimated monthly premium cost of continuing health care coverage (including, without limitation, medical, dental and vision coverage) for the participant and his or her dependents who are covered immediately prior to the termination under the federal law known as COBRA for twenty-four months; and

~~dependents who are covered immediately prior to the termination under the federal law known as COBRA for twenty-four months; and~~

Accelerated vesting of any equity awards that are outstanding immediately prior to such termination and that vest solely based on the passage of time. In addition, as applicable, each such award shall remain exercisable until the date that is twelve months after the date of termination (which, for these purposes, will be deemed to have occurred on the vesting date that would have occurred immediately following the termination, had such termination not occurred) (but in no event beyond the original expiration date of such award).

A participant’s right to receive the severance payments pursuant to the Severance Plan is contingent on his or her executing a general release of claims against us. In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such payments and/or benefits will be subject to a “best pay cap” reduction, if such reduction would result in a greater net after-tax benefit to the participant than receiving the full amount of such payments.

Equity Compensation Plan Information

The following table summarizes securities available under our equity compensation plans as of December 31, ~~2015~~2018 (in thousands, except per share data).

Number of

securities

available for

Number of

future

securities

Weighted

issuance

to be issued

average

under equity

upon

exercise

compensation

exercise of

price of

plans

outstanding

outstanding

(excluding

options,

options,

securities

warrants

warrants

reflected in

and rights

and rights

column (a))

Equity compensation plans approved by security
holders:

2015 Incentive Award Plan⁽¹⁾

Adjusted awards granted by Integra prior to Spin-Off and converted to SeaSpine Awards ⁽²⁾

431,552

$
11.35

—

Awards granted by SeaSpine following the Spin-Off

1,611,956

$
15.64

388,044

Equity compensation plans not approved by security holders:

—

—

$
—

—



	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
Amended and Restated 2015 Incentive Award Plan ⁽¹⁾
Awards granted by Integra LifeSciences Holdings Corporation prior to the Spin-Off and converted to SeaSpine awards in connection with the Spin-Off	97,006	$	10.75	—
Awards granted following the Spin-Off ⁽²⁾	3,133,321	$	10.46	2,636,659
Equity compensation plans not approved by security holders:
2016 Employment Inducement Incentive Award Plan ⁽³⁾	—	$	—	1,000,000
2018 Employment Inducement Incentive Award Plan ⁽⁴⁾	66,719	$	1.42	1,933,281

(1)

The ~~material features of the~~Amended and Restated 2015 Incentive Award Plan ~~are described in Proposal 2 above.~~

is a broad-based incentive plan, which allows for the grant of stock options, restricted stock, dividend equivalents, stock payments, RSUs, performance shares, other incentive awards, stock appreciation rights (or SARs), and cash awards to employees, consultants and non-employee directors. If an award under the plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the plan. In addition, shares tendered or withheld to satisfy tax withholding obligations associated with an award may be used again for new grants under the plan. However, the following shares may not be used again for grant under the plan: (1) shares tendered by a participant

or withheld by us in payment of the exercise price of an option; (2) shares subject to SARs that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.


(2)	~~Does not include 53,812~~Includes 922,185 shares subject to outstanding RSUs, none of which have an exercise price. The weighed-average exercise price of outstanding options, warrants and rights excluding such outstanding RSUs is $14.82.

(3)

In 2016, we established the SeaSpine Holdings Corporation 2016 Employment Inducement Incentive Award Plan. The plan is a broad-based incentive plan which allows for the issuance of stock-based awards, including non-qualified stock options, restricted stock awards, ~~outstanding~~performance awards, RSUs and ~~unvested~~SARs, to any prospective officer or other employee who has not previously been an employee or director of SeaSpine or an affiliate or who is commencing employment with SeaSpine or an affiliate following a bona-fide period of non-employment by SeaSpine or an affiliate. We have not awarded any awards under the plan as of ~~December~~March 31, ~~2015.~~

2019.

(4) In 2018, we established the SeaSpine Holdings Corporation 2018 Employment Inducement Incentive Award Plan (the 2018 Inducement Plan). The terms of this plan are substantially similar to the terms of the Amended and Restated 2015 Incentive Award Plan with three principal exceptions: (1) incentive stock options may not be granted under the 2018 Inducement Plan; (2) there are no annual limits on awards that may be issued to an individual under the 2018 Inducement Plan; and (3) awards granted under the 2018 Inducement Plan are not required to be subject to any minimum vesting period.

Policies Regarding Tax Deductibility of Compensation

~~Within our performance-based compensation program, we~~

We aim to ~~compensate the named~~design and approve executive ~~officers~~compensation plans in a manner that is ~~tax-effective~~tax-efficient for us without sacrificing the effectiveness of the incentive programs being offered to executives. The compensation committee considers the effect of applicable tax regulations, including Section 162(m) of the Code, ~~restricts the ability of publicly held companies to take~~which generally disallows a ~~federal income~~ tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid to ~~certain of their executive officers~~the “covered employees.” Prior to the ~~extent that compensation exceeds $1.0 million per~~2017 Tax Cuts and Jobs Act, covered employees generally consisted of our chief executive officer ~~in any fiscal year. However, this limitation does not apply to~~and each of the next three highest compensated officers serving at the end of the taxable year other than our chief financial officer, and compensation that ~~is “qualified performance-based compensation”~~qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. As part of the ~~Code.~~

~~The non-performance based compensation paid~~2017 Tax Cuts and Jobs Act, the ability to rely on this exemption was, with certain limited exceptions, eliminated; in ~~cash~~addition, the definition of covered employees was expanded to ~~our~~generally include all named executive ~~officers for the 2014 and 2015 fiscal years did not exceed the $1.0 million limit per officer. While we consider~~officers. Although the tax deductibility of ~~each element of~~ executive compensation ~~as a factor in our overall compensation program,~~is an important consideration, the compensation committee ~~retains the discretion to~~may approve compensation that ~~may~~does not qualify for deductibility where it is appropriate to do so. In addition, although we historically considered certain performance-based incentive plans that may have permitted the payment of compensation deductible under Section 162(m), subject to the limited transition relief rules in the 2017 Tax Cuts and Jobs Act, we may no longer be able to take a deduction ~~if,~~for any compensation in ~~light~~excess of ~~all applicable circumstances, it would be in our best interest for such compensation~~$1 million that is paid to ~~be paid without regard to whether it may be tax deductible.~~

a covered employee.

Compensation Committee Interlocks and Insider Participation

~~We did not have a compensation committee until July 1, 2015. On that date, Drs. Blanchard Bradley were appointed to our compensation committee. None of the members~~

During 2018, no member of our compensation committee ~~has ever been~~was one of our officers or ~~employees. None~~employees, or was one of our former officers, or had any relationship requiring disclosure under Item 404 of Regulation S-K. During 2018, none of our executive officers ~~currently serves, or has~~ served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

~~Except as described below, and except for compensation for employment or services provided in other roles, since our inception~~

Since January 1, 2017, there has not been, nor is there currently proposed, any transaction toin which we were or are ~~or were~~to be a ~~party in which~~participant and the amount involved exceeds the lesser of $120,000 ~~and~~or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our ~~current~~ directors or executive officers, ~~holders~~any nominee for director, any beneficial owner of more than 5% of any class of our voting securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

We also describe below certain other transactions with our directors, executive officers and stockholders. Pursuant to the written charter of our audit committee, the audit committee is responsible for reviewing and approving all transactions in which we are a participant and in which any parties related to us, including our executive officers, our directors, beneficial owners of more than 5% of our securities, immediate family members of the foregoing persons and any other persons whom our board of directors determines may be considered related parties under Item 404 of Regulation S-K, has or will have a direct or indirect material interest.

~~We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties in an arm’s length transaction.~~

~~Relationship with Integra~~

Prior to the Spin-Off, we were an indirect, wholly owned subsidiary of Integra. At June 30, 2015, all of the shares of our issued and outstanding capital stock were owned by Integra LifeSciences Corporation, a direct, wholly owned subsidiary of Integra. On July 1, 2015, Integra completed the Spin-Off of its orthobiologics and spinal fusion hardware business into SeaSpine, which was created to be a separate, independent, publicly traded medical technology company focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. Following the separation, Integra no longer owns, directly or beneficially, any shares of our common stock.

~~Employment Agreements~~

We have entered into offer letters or employment related agreements with each of Keith C. Valentine, our president and chief executive officer, John J. Bostjancic, our chief financial officer and John J. Winge, our vice president, sales. For more information regarding these arrangements, see the section of this proxy statement captioned “Executive Compensation Arrangements” above.

Potential Conflicts of Interest

A number of our directors and officers continue to own Integra common stock (in at least one case, a substantial amount), as well as, in some cases, equity awards covering Integra stock. The direct interests of our directors and officers and related entities in common stock of Integra could create, or appear to create, potential conflicts of interest with respect to matters involving both Integra and us that could have different implications for Integra than they do for us. As a result, we may be precluded from pursuing certain opportunities on which we would otherwise act, including growth opportunities.

Following the Spin-Off, Integra and SeaSpine have operated, and will continue to operate, independently, and neither will have any ownership interest in the other. Our executive officers and board of directors have fiduciary duties to our

stockholders. Likewise, any such persons who serve in similar capacities at Integra have fiduciary duties to ~~that company’s~~Integra stockholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. For example, there may be the potential for a conflict of interest when SeaSpine or Integra looks at acquisitions and other corporate opportunities that may be suitable for each of them. Any potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the directors of each ~~issuer.~~company. From time to time, we may enter into transactions with Integra and/or its subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to SeaSpine, Integra, or any of their subsidiaries or affiliates as would be the case where there is no overlapping director. See “Policies and Procedures for Related Party Transactions” below for a discussion of certain procedures we ~~will institute~~have adopted to address any such potential conflicts that may arise.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. Pursuant to this written policy, we will review all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which we are a participant and the amount involved exceeds ~~$100,000,~~$120,000, and in which any Related Person had, has or will have a direct or indirect ~~interest.~~material interest (or, if the amount involved is $120,000 or less, our general counsel has determined it is a related person transaction based on the facts and circumstances). For purposes of the policy, a “Related Person” means:

(a) any ~~person who is, or at any time since the beginning of our last fiscal year was, a~~ director or executive officer of the company, any nominee for election as a director of the company, and any person known by the company to be an “immediate family member” of such director, executive officer, or a nominee ~~to become one of our directors;~~

for director; and

(b) any person ~~who is~~ known to the company to be the beneficial ~~owner~~holder of ~~more~~greater than 5% of any class of ~~our voting securities;~~

~~(c)~~the company’s securities, and any person known by the company to be an immediate family member of any ~~of the foregoing persons; and~~

~~(d) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which~~ such ~~person has a 5% or greater~~ beneficial ~~ownership interest.~~

holder.

If our ~~legal department~~general counsel determines that a proposed transaction is a transaction for which approval is required under ~~applicable rules and regulations of~~ the ~~SEC,~~policy, the proposed transaction ~~shall~~will be submitted to the audit committee for ~~consideration.~~

~~The audit committee will consider all of the relevant facts and~~consideration at its next meeting or, in specified circumstances, ~~available~~ to the committee, including (if applicable) but not limited to, the benefits to us; the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the

~~terms of the transaction; and the terms available to unrelated third parties or to employees generally. No member of~~ the audit committee ~~shall participate~~chairperson or, if the transaction involves the audit committee chairperson, to the nominating and corporate governance committee chairperson. The circumstances in ~~any review, consideration~~which the proposed transaction will be submitted to the audit committee chairperson (or the nominating and corporate governance committee chairperson) include transactions in the ordinary course of our business with another company or ~~approval of any~~charitable or non-profit organization with which the related ~~person transaction with respect to which such member or any of~~person’s interest derives solely from his or her ~~immediate family members is~~employment or other position that does not involve policy-making decisions with such company or organization, and the ~~Related Person. The audit committee shall approve only those~~ related person ~~transactions that are~~is not directly involved in the transaction and the related person does not have a personal interest in the transaction, certain charitable contributions by us to a charitable or ~~are not inconsistent with,~~non-profit organization at which a related person’s only relationship is as an employee or director, and when our ~~best interests and our stockholders, as the audit committee determines in good faith.~~

The policy provides that the above determination should be made at the next audit committee meeting. In those instances in which the legal department, in consultation with our chief executive officer or chief financial officer,general counsel determines that it is ~~not practicable~~impracticable or ~~desirable~~undesirable to wait until the next audit committee meeting to submit a transaction for approval.

The applicable reviewing party will consider all relevant facts and circumstances, including (if applicable), the materiality of the related person transaction, the actual or perceived conflict of interest between us and the related person, the extent of the related person’s interest in the transaction, ~~shall be presented to~~applicable state corporation and fiduciary obligation laws and rules, applicable disclosure requirements, our code of business conduct and ethics, our corporate governance guidelines, and the ~~chair~~best interests of the ~~audit committee (who will possess delegated authority to act between audit committee meetings).~~

~~All~~company and our stockholders. The related party transactions described in this section occurred prior to adoption of this policy, and as such, these transactions were not subject to the approval and review procedures described above. However, these transactions were reviewed andperson transaction may be approved by ~~our board of directors, or, for those transactions~~the applicable reviewing party if it concludes that approving the related person transaction is in ~~which one or more~~the best interests of our ~~directors was an interested party, by a majority~~company and of ~~disinterested directors.~~

our stockholders.

Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law ~~or DGCL.~~(the DGCL). The DGCL ~~however,~~ prohibits ~~our amended and restated certificate of incorporation~~a company from limiting the liability of ~~our~~its directors for the following:

~~any breach of the director’s duty of loyalty to us or to our stockholders;~~

~~acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;~~

any breach of the director’s duty of loyalty to the company or to its stockholders;

~~unlawful payment of dividends or unlawful stock repurchases or redemptions; and~~

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

~~any transaction from which the director derived an improper personal benefit.~~

unlawful payment of dividends or unlawful stock repurchases or redemptions; and

any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under the DGCL. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of ~~SeaSpine,~~our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as ansuch officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of ~~SeaSpine~~our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification, including any determination that any such indemnification by us is against public policy as expressed in the Securities Act. We believe that these amended and restated bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

We maintain general liability insurance covering certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not we would have the power to indemnify such person against such liability under the DGCL or the provisions of our amended and restated certificate of incorporation or amended and restated bylaws.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, our directors and executive officers, and beneficial owners of more than 10% ~~or more~~ of our common stock or(collectively, reporting ~~persons,~~persons) are required to ~~report to the SEC on a timely basis the initiation~~file reports of ~~their status as a reporting person and any changes with respect to their beneficial~~ ownership of our common ~~stock.~~stock and changes in such ownership with the SEC. Reporting persons also are required by SEC rules to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of such forms that we have received, or written representations from reporting persons, we believe that ~~during the fiscal year ended December 31, 2015,~~ all ~~executive officers, directors and greater than 10% stockholders complied with all applicable~~Section 16(a) filing requirements applicable to reporting persons were timely met during 2018, except that, ~~John~~as a result of an inadvertent administrative error, each of Messrs. Bostjancic and Winge was ~~inadvertently~~ late in ~~filing a Form 4 relating~~reporting the withholding of shares by the company to ~~an open market purchase~~satisfy statutory tax withholding requirements on ~~August 18, 2015.~~

vesting of restricted stock that occurred on March 23, 2018. The report was filed promptly after the issue was discovered.

DELIVERY OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or only one set of other annual meeting materials addressed to those ~~stockholders.~~stockholders (unless otherwise requested by one or more of such stockholders). This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are ~~SeaSpine~~our stockholders may be householding our proxy materials. A single Notice of Internet Availability of Proxy Materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker (if you are a beneficial owner) that we or they will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or ~~the Company~~us that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, or if you currently receive multiple copies and would like to request ~~householding of your communications,~~a single copy, you may (1) notify your broker, (2) direct your written request to our Corporate Secretary at SeaSpine Holdings Corporation, 5770 Armada Drive, Carlsbad, California 92008 or (3) contact us by telephone at ~~(760) 727-8399.~~

~~STOCKHOLDER PROPOSALS~~

~~Proposals of stockholders intended~~866-942-8698. Upon written or oral request to ~~be presented at the annual meeting of stockholders to be held in 2017 must be received by~~ us, ~~no later than December 29, 2016, which is 120 days prior to the first anniversary~~we will promptly deliver a separate copy of the ~~expected mailing date~~Notice of ~~this~~Internet Availability of Proxy Materials or annual report and proxy statement, ~~in order~~ to ~~be included~~any stockholder at a shared address to which a single copy of such material was delivered.

STOCKHOLDER PROPOSALS

The deadline for submitting stockholder proposals for inclusion in our proxy statement and form of proxy relating to ~~that meeting.~~our 2020 annual meeting of stockholders must be received at our principal executive offices no later than December 19, 2019, which is 120 days before the anniversary of the date this proxy statement was released to our stockholders. These proposals must comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in ~~the~~our proxy ~~statement. In addition,~~statement and form of proxy.

Stockholder proposals for consideration at our ~~amended and restated bylaws establish an advance notice procedure with regard to certain matters, including stockholder proposals~~2020 annual meeting of stockholders, but not ~~included~~for inclusion in our proxy statement ~~to be brought before an annual meeting~~and form of ~~stockholders. In general, notice~~proxy, must be ~~received~~delivered to the attention of our corporate secretary in writing at our principal executive offices ~~not less~~no earlier than the close of business on January 30, 2020 and no later than the close of business on February 29, 2020, which dates are 90 calendar days ~~before nor more than~~and 120 calendar days before the first anniversary of the date of our ~~2016~~2019 annual meeting of stockholders. ~~Therefore,~~Under our amended and restated bylaws, the proposal must be submitted by a stockholder who is a stockholder of record when the notice that must accompany a stockholder proposal is delivered and at the date of the 2020 annual meeting. Stockholders are advised to ~~be presented at~~review our ~~2017~~amended and restated bylaws which also specify requirements as to the form and content of the notice that must accompany a stockholder proposal. If the date of our 2020 annual meeting of stockholders ~~such a proposal must be received~~is advanced by ~~us no earlier than February 7, 2017 and~~

~~no later than March 9, 2017. However, if the date of the annual meeting is~~ more than 30 days ~~earlier~~ or delayed by more than 6070 days from the first anniversary date of our 2019 annual meeting of stockholders, then, to be timely, the required notice and stockholder proposal must be delivered as described above not earlier than 120 days prior to such annual meeting and not later than ~~such anniversary date, notice must be received not less than 90 calendar days before nor more than 120 calendar days before~~the close of business on the later of the 90th day prior to such annual meeting or ~~if later, ten calendar days~~the 10th day following the ~~date~~day on which public announcement of the date of such meeting is first made. If the stockholder fails to give notice by ~~these~~the applicable dates, then the persons named as proxies in the proxies solicited by our board of directors for the ~~2017~~2020 annual meeting may exercise discretionary voting power regarding any such proposal. ~~Stockholders are also advised to review our amended and restated bylaws which also specify requirements as to the form and content of a stockholder’s notice.~~

ANNUAL REPORT

Any person who was a beneficial owner of our common stock on the record date for the annual meeting may request a copy of our annual report, and it will be furnished without charge upon receipt of a written request identifying the person so requesting a report as aour stockholder ~~of our Company at~~on such record date. Requests should be directed to SeaSpine Holdings Corporation, 5770 Armada Drive, Carlsbad, California 92008, Attention: Corporate Secretary.

OTHER MATTERS

We do not know of any business other than that described in this proxy statement that will be presented for consideration or action by the stockholders at the annual meeting. If, however, any other business is properly brought before the meeting, the persons named as proxies in the proxies solicited by our board of directors will vote the shares represented by proxies ~~will be voted~~ in ~~accordance with the best judgment of the persons named in the proxies or~~ their ~~substitutes.~~

discretion regarding any such other business.

By Order of the Board of Directors

/s/ KEITH C. VALENTINE

Keith C. Valentine

President, Chief Executive Officer and Director

San Diego, California

April ~~28, 2016~~

17, 2019

~~Appendix~~

APPENDIX A

~~SeaSpine~~

SEASPINE HOLDINGS CORPORATION

2015 EMPLOYEE STOCK PURCHASE PLAN

~~AMENDED~~

ARTICLE I.

PURPOSE, SCOPE AND ~~RESTATED~~ADMINISTRATION OF THE PLAN

1.1

~~2015 INCENTIVE AWARD PLAN~~

~~(As Amended~~Purpose and ~~Restated as of March 30, 2016)~~

~~ARTICLE 1.~~

~~PURPOSE~~

Scope.The purpose of the SeaSpine Holdings Corporation 2015 ~~Incentive Award~~Employee Stock Purchase Plan ~~(the “Plan~~”(as amended from time to time, the “Plan”) is to ~~promote the success and enhance the value~~assist employees of SeaSpine Holdings Corporation, a Delaware corporation (the “~~Company~~”“Company”) ~~by linking~~and its Designated Subsidiaries in acquiring a stock ownership interest in the ~~individual interests of Employees, Consultants, and members~~Company pursuant to a plan which is intended to qualify as an “employee stock purchase plan” under Section 423 of the ~~Board~~Code and to ~~those~~help such employees provide for their future security and to encourage them to remain in the employment of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to the Company and its subsidiaries in their ability to motivate, attract, and retain the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. In addition, the Plan is intended to govern Awards granted pursuant to the adjustment of awards originally granted under the Integra LifeSciences Holdings Corporation Third Amended and Restated 2003 Equity Incentive Plan (the “~~Integra Plan~~Subsidiaries.~~”) in accordance with the terms of the Employee Matters Agreement (each, an “Adjusted Award”).~~

ARTICLE 2.II.

DEFINITIONS

~~DEFINITIONS AND CONSTRUCTION~~

~~Wherever~~

Whenever the following terms are used in the Plan, they shall have the ~~meanings~~meaning specified below unless the context clearly indicates ~~otherwise.~~to the contrary. The singular pronoun shall include the plural where the context so indicates.

~~2.1“~~

~~Administrator~~2.1 ~~” shall mean~~“Agent” means the ~~entity that conducts the general administration of the~~ ~~Plan~~ ~~as provided in Article~~ ~~11 hereof.~~ ~~With reference to the duties of the~~ ~~Administrator~~ ~~under the~~ ~~Plan~~ ~~which have been delegated to one or more persons pursuant to Section~~ ~~11.6~~ ~~hereof, or which the~~ ~~Board~~ ~~has assumed, the term “Administrator” shall refer to such person(s) or the Board, as applicable, unless the~~ ~~Committee~~ ~~or the~~ ~~Board~~ ~~has revoked such delegation or the~~ ~~Board~~ ~~has terminated the assumption of such duties.~~

~~2.2“Affiliate” shall mean any~~ ~~Parent~~ ~~or any~~ ~~Subsidiary~~.

~~2.3“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the~~ ~~United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the~~ ~~Company’s financial statements under~~ ~~United States~~ ~~federal securities laws from time to time.~~

~~2.4“Applicable Law~~” shall mean any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, taxbrokerage firm, bank or other ~~laws, statutes, rules, requirements~~financial institution, entity or ~~regulations, whether federal, state, local~~person(s), if any, engaged, retained, appointed or ~~foreign; and (c) rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.~~

~~2.5“Award” shall mean an~~ ~~Option, a~~ ~~Restricted Stock~~ ~~award, a~~ ~~Performance Award, a~~ ~~Dividend Equivalent~~ ~~award, a~~ ~~Stock Payment~~ ~~award, a~~ ~~Restricted Stock Unit~~ ~~award,~~ ~~a Performance Share award,~~ an ~~Other Incentive Award or~~ a ~~Stock Appreciation Right, which may be awarded or granted under the~~ ~~Plan, including any such Award which may be granted in the form of an Adjusted Award~~.

~~2.6“Award Agreement” shall mean any written notice, agreement, contract or other instrument or document evidencing an~~ ~~Award, including through electronic medium, which shall contain such terms and conditions with respect~~authorized to an ~~Award~~ act as the ~~Administrator~~ ~~shall determine, consistent with the~~ ~~Plan~~.

~~2.7~~“~~Board” shall mean the~~ ~~Board~~ of ~~Directors~~ ~~of the~~ ~~Company~~.

~~2.8“Cause~~” shall mean, with respect to any Participant, “Cause” as defined in such Participant’s employment agreement or severance agreement with the Company if such an agreement exists and contains a definition of Cause or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean (a) the Participant’s neglect of duties or responsibilities that he or she is required to perform for the Company or any willful failure by the Participant to obey a lawful direction of the Board or the Company; (b) the Participant’s engaging in any act of dishonesty, fraud, embezzlement, misrepresentation or other act of moral turpitude; (c) the Participant’s knowing violation of any federal or state law or regulation applicable to the Company’s business; (d) the Participant’s material breach of any confidentiality, non-compete agreement or invention assignment agreement or any other material agreement between the Participant and the Company; (e) the Participant’s conviction of, or plea of nolo contendere to, any felony or crime of moral turpitude which conviction or plea is materially and demonstrably injurious to the Company or any of its subsidiaries; (f) failure by the Participant to comply with the Company’s material written policies or rules; or (g) the Participant’s act or omission in the course of his or her employment which constitutes gross negligence or willful misconduct.

~~2.9“Change in Control” shall mean the occurrence of any of the following events:~~

~~(a)A transaction or series of transactions (other~~ than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any Parent or any Subsidiary, an employee benefit plan maintained by any of the foregoing entities or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

~~(b)During any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a pe~~rson who shall have entered into an agreement with the Company to effect a transaction described in Section 2.9(a) or Section 2.9(c) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

~~(c)~~The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:

~~(i)Which results in the Company’s voting~~ ~~securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities~~agent of the Company or ~~the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds~~an Employee with regard to the ~~business of the Company (the Company or such person, the “Successor Entity~~Plan.~~”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and~~

~~(ii)After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting~~ ~~power of the Successor Entity;~~ ~~provided~~, ~~however~~, that no person or group shall be treated for purposes of this Section 2.9(c)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

~~(d)Approval by the Company’s stockholders of a liquidation or dissolution of the Company.~~

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event” (within the meaning of Code Section 409A). Consistent with the terms of this Section 2.9, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.2.2

~~2.10“Code~~“Administrator”” shall mean the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof.

2.3 “Code” shall mean the Internal Revenue Code of 1986,, as ~~amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any~~ amended.

~~Award~~2.4 .

~~2.11“Committee~~“Committee”” shall mean the Compensation Committee of the Board,, or another committee or subcommittee of the Board or the Compensation Committee described in Article 117 hereof.

~~2.12“~~

2.5 “Common ~~Stock~~Stock”” shall mean common stock, par value $0.01, of the Company.

2.6 “Compensation” of an Employee shall mean the ~~common stock~~regular straight-time earnings, base salary, annual cash bonus or commissions paid to the Employee from the Company or any Designated Subsidiary on each Payday as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan of the Company, any Designated Subsidiary, including prior week adjustments and overtime, but excluding vacation pay, holiday pay, jury duty pay, funeral leave pay, military pay, incentive compensation, one-time bonuses (e.g., ~~par value $0.01 per share.~~

~~2.13“~~retention or sign-on bonuses), fringe benefits, education or tuition reimbursements, imputed income arising under any Company or Designated Subsidiary group insurance or benefit program, travel expenses, business and moving reimbursements, income received in connection with any stock options, stock appreciation rights, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employee’s net income.

~~Company~~2.7 ”“Designated Subsidiary” shall mean ~~SeaSpine Holdings Corporation, a Delaware corporation.~~

~~2.14“~~the Subsidiaries that have been designated by the Board or Committee from time to time in its sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date, in accordance with Section 7.2 hereof.

~~Consultant~~2.8 ”“Effective Date” shall mean ~~(a) any consultant or advisor~~the date the Plan is adopted by the Board, subject to approval of the Plan by the Company’s sole stockholder.

2.9 “Eligible Employee” means an Employee of the Company or any Designated Subsidiary who does not, immediately after an Option is granted, own (directly or through attribution) stock possessing five percent or more of the total combined voting power or value of all classes of Stock or other stock of the Company, a Parent or Subsidiary ~~who qualifies as a consultant or advisor~~(as determined under ~~the applicable rules of Form S-8 Registration Statement or, prior to the Public Trading Date, under Rule 701~~Section 423(b)(3) of the ~~Securities Act or (b) any other individual who is determined by the Administrator to be a Consultant for~~Code). For purposes of the ~~Plan.~~

~~2.15“Covered~~foregoing, the rules of Section 424(d) of the Code with regard to the

attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee” may purchase under outstanding options shall ~~mean~~be treated as stock owned by the Employee. Notwithstanding the foregoing, the Committee may determine in its discretion that an Employee of the Company or any Designated Subsidiary shall not be eligible to participate in an Offering if: (a) such Employee ~~who~~has been in the employ of the Company or any Designated Subsidiary for less than two years (or any shorter period); (b) such Employee’s customary employment with the Company or any Designated Subsidiary is twenty (20) hours or ~~could become,~~less per week and/or not more than five (5) months per calendar year (or any lesser number of hours per week or months per calendar year); (c) such Employee is a “~~covered employee” within~~“highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section ~~162(m)~~ 414(q) of the ~~Code~~.

~~2.16“Director” shall mean~~Code), or is such a ~~member~~“highly compensated employee” (i) with compensation above a specified level, (ii) who is an officer and/or (iii) is subject to the disclosure requirements of Section 16(a) of the ~~Board~~Exchange Act; and/or (d) such Employee is a citizen or resident of a foreign jurisdiction and the grant of an Option under the Plan or with respect to an Offering is prohibited under the laws of such foreign jurisdiction, or compliance with the laws of such foreign jurisdiction would cause the Plan or such Offering to violate the requirements of Section 423 of the Code;provided, that any exclusion in clauses (a), ~~as constituted from time~~(b), (c) and (d) shall be applied in an identical manner under each Offering to ~~time.~~

~~2.17 “Distribution” shall have the meaning provided in that certain Separation and Distribution Agreement dated on or about June 30, 2015 (as amended or otherwise modified from time to time), by and between~~all employees of the Company and ~~Integra.~~

~~2.18“~~all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e).

~~Dividend Equivalent~~2.10 ”“Employee” shall mean ~~a right to receive the equivalent value (in cash or~~ ~~Shares) of dividends paid on~~ ~~Shares, awarded under Section~~ ~~9.2~~ ~~hereof.~~

~~2.19“DRO” shall mean a “domestic relations order” as defined by the~~ ~~Code~~ or ~~Title I~~ ~~of the~~ ~~Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.~~

~~2.20“Eligible Individual” shall mean (a)~~ any person who isrenders services to the Company or a Designated Subsidiary in the status of an ~~Employee, a~~ ~~Consultant or~~ a ~~Non-Employee Director, as determined by the~~ ~~Administrator and (b) with respect to Adjusted Awards, any person who receives an Adjusted Award in accordance with the terms of the Employee Matters Agreement~~.

~~2.21“Employee” shall mean any officer or other~~ employee ~~(within~~within the meaning of Section 3401(c) of the ~~Code)~~Code. “Employee” shall not include any director of the Company or ~~any Parent~~a Designated Subsidiary who does not render services to the Company or ~~Subsidiary.~~

~~2.22“Employee Matters Agreement” means that certain Employee Matters Agreement~~a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or Designated Subsidiary and ~~between Integra~~meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period specified in Treasury Regulation Section 1.421-1(h)(2), and the ~~Company, dated~~individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, or ~~about July 1, 2015.~~

~~2.23“Equity Restructuring” shall mean a nonreciprocal transaction between the~~ ~~Company~~ ~~and its stockholders,~~ such ~~as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large,~~

other period specified in Treasury Regulation Section 1.421-1(h)(2).

~~nonrecurring cash dividend, that affects the number or kind of~~2.11 ~~Shares~~ “Enrollment Date”~~(or other securities of the~~ ~~Company) or the share price of~~ ~~Common Stock~~ ~~(or other securities) and causes a change in the per share value of the~~ ~~Common Stock~~ ~~underlying outstanding stock-based~~ ~~Awards~~.

~~2.24“Exchange Act~~” shall mean the first date of each Offering Period.

2.12 “Exercise Date” shall mean the last Trading Day of each Offering Period, except as provided in Section 5.2 hereof.

2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934,, as ~~amended from time to time.~~

~~2.25~~ amended.

2.14 “Fair Market ~~Value~~Value”” shall mean, as of any ~~given~~ date, the value of a Share determined as follows:

(a)If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select ~~Market~~)Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journalor such other source as the Administrator deems reliable;

(b)If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported inThe Wall Street Journalor such other source as the Administrator deems reliable; or

(c)If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

~~2.26“Good Reason~~” shall mean, with respect to any Participant, “Good Reason” as defined in an employment, severance or applicable award agreement between such Participant and the Company if such an agreement exists and contains a definition of Good Reason or, if no such agreement exists or such agreement does not contain a definition of Good Reason, then Good Reason shall mean, without the express written consent of the Participant, the occurrence of any of the following:

(a)a material diminution in the Participant’s authority, duties or responsibilities or the assignment of duties to the Participant that are materially inconsistent with the Participant’s position with the Company;

~~(b)a material reduction in the Participant’s base salary; and/or~~

(c)a change in the geographic location at which the Participant must perform services to a location more than 50 miles from the location at which the Participant normally performs such services as of the date of grant of the award,

provided, that the Participant’s resignation shall only constitute a resignation for Good Reason if (i) the Participant provides the Company with a notice of termination for Good Reason within 30 days after the initial existence of the facts or circumstances constituting Good Reason, (ii) the Company has failed to cure such facts or circumstances within 30 days after receipt of the notice of termination, and (iii) the date of termination occurs no later than 60 days after the initial occurrence of the facts or circumstances constituting Good Reason.

~~2.27“Greater Than 10% Stockholder~~” ~~shall mean an individual then-owning (within the meaning of Section~~ ~~424(d)~~ ~~of the~~ ~~Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the~~ ~~Company~~ ~~or any “parent corporation” or “subsidiary corporation” (as defined in Sections~~ ~~424(e)~~ ~~and~~ ~~424(f)~~ ~~of the~~ ~~Code, respectively~~).

~~2.28~~2.15 “Grant Date”~~Incentive Stock Option” shall mean an~~ ~~Option~~ ~~that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section~~ ~~422~~ ~~of the~~ ~~Code~~.

~~2.29“Individual Award Limit~~” shall mean the ~~cash and share limits applicable to~~ first Trading Day of an Offering Period.

~~Awards~~2.16 ~~granted under the~~ ~~Plan~~“New Exercise Date”, shall have such meaning as set forth in Section 5.2(b) hereof.

~~3.3~~2.17 ~~hereof.~~

~~2.30“Integra~~“Offering”” shall mean ~~Integra LifeSciences Holdings Corporation,~~each distinct offering of Options made under this Plan, within the meaning of Treasury Regulation 1.423-2(a).

2.18 “Offering Period” shall mean the 12-month period commencing on each January 1 following the Effective Date, except as otherwise provided under Section 5.3 hereof;provided,however, that the first Offering Period commencing on or after the Effective Date shall commence and end on the dates determined by the Administrator. In no event may the duration of any Offering Period exceed twenty-seven (27) months.

2.19 “Option” shall mean the right to purchase Shares pursuant to the Plan during each Offering.

2.20 “Option Price” shall mean the purchase price of a ~~Delaware corporation.~~

~~2.31“~~Share hereunder as provided in Section 4.2 hereof.

~~Non-Employee Director~~2.21 ”“Parent” means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code and the Treasury Regulations thereunder.

2.22 “Participant” shall mean any Eligible Employee who elects to participate in the Plan.

2.23 “Payday” shall mean the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.

2.24 “Plan Account” shall mean a ~~Director~~ ~~of the~~ ~~Company~~ ~~who is not an~~ ~~Employee~~.

~~2.32“Non-Qualified Stock Option” shall mean an~~ ~~Option~~ ~~that is not an~~ ~~Incentive Stock Option~~ ~~or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.~~

~~2.33“Option” shall mean a right to purchase~~ ~~Shares~~ ~~at a specified exercise price, granted under Article~~ ~~6 hereof.~~ An ~~Option~~ ~~shall be either a~~ ~~Non-Qualified Stock Option~~ ~~or an~~ ~~Incentive Stock Option~~; ~~provided~~, ~~however, that~~ ~~Options~~ ~~granted to~~ ~~Non-Employee Directors~~ bookkeeping account established and ~~Consultants~~ ~~shall only be~~ ~~Non-Qualified Stock Options~~.

~~2.34“Organizational Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of~~maintained by the Company ~~and (b)~~in the ~~Committee’s charter or other similar organizational documentation relating to the creation and governance~~name of ~~the Committee.~~

~~2.35“~~each Participant.

~~Other Incentive Award~~2.25 ”“Section 423 Option” shall ~~mean an Award denominated~~have such meaning as set forth in ~~linked to or derived from Shares or value metrics related to Shares, granted pursuant to~~ Section 3.1(b) hereof.

~~9.6~~2.26 ~~hereof.~~

~~2.36“Parent~~“Share”” means a share of Common Stock.

2.27 “Subsidiary” shall mean any entity ~~(other than the~~ ~~Company), whether domestic or foreign, in an unbroken chain of entities ending with the~~ ~~Company~~ ~~if each~~that is a subsidiary corporation of the ~~entities other than~~Company within the ~~Company~~ ~~beneficially owns, at the time~~meaning of Section 424 of the ~~determination, securities or interests representing more than fifty percent (50%) of~~Code and the ~~total combined voting power of all classes of securities or interests in one of the other entities in such chain.~~

~~2.37“Participant” shall mean an Eligible Individual who has been granted an Award pursuant~~Treasury Regulations thereunder. In addition, with respect to ~~the Plan.~~

~~2.38“Performance Award” shall mean an~~ ~~Award~~ ~~that is granted~~any sub-plans adopted under Section ~~9.1~~ ~~hereof.~~

~~2.39“Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section~~ ~~162(m)(4)(C)~~ ~~of the~~ ~~Code~~.

~~2.40“Performance Criteria” shall mean the criteria (and adjustments) that the~~ ~~Administrator~~ ~~selects for an~~ ~~Award~~ ~~for purposes of establishing the~~ ~~Performance Goal~~ or ~~Performance Goals~~ ~~for a~~ ~~Performance Period, determined as follows:~~

~~(a)The~~ ~~Performance Criteria~~ ~~that shall be used to establish~~ ~~Performance Goals~~ are limited to the following: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) year-end cash; (viii) return on assets or return on net assets; (ix) asset turnover; (x) return on capital (or invested capital) and cost of capital; (xi) return on stockholders’ equity; (xii) total stockholder return; (xiii) return on sales; (xiv) gross or net sales; (xv) return on capital; (xvi) gross or net profit or operating or income margin; (xvii) costs, reductions in costs and cost control measures; (xviii) expenses; (xix) working capital; (xx) earnings or loss per share; (xxi); (xxii) price per share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xxiii) regulatory achievements or compliance (including, without

limitation, regulatory body approval for commercialization of a product); (xxiv) implementation or completion of critical projects; (xxv) market share; (xxvi) economic value or economic value added; (xxvii) asset or inventory turnover; (xxviii) cost or expenses; (xxix) mergers and acquisition integration; (xxx) financial and other capital-raising transactions; (xxxi) increase in customer base or customer retention, satisfaction and/or growth; (xxxii) employee satisfaction; (xxxiii) recruiting and maintaining personnel; (xxxiv) environmental health and safety; (xxxv) diversity; and (xxxvi) quality, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

~~(b)The~~ ~~Administrator~~ ~~may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the~~ ~~Performance Goals. Such adjustments may include, but are not limited to, one or more of the following:~~ ~~(i)~~ ~~items related to a change in Applicable Accounting Standards;~~ ~~(ii)~~ ~~items relating to financing activities;~~ ~~(iii)~~ ~~expenses for restructuring or productivity initiatives;~~ ~~(iv)~~ ~~other non-operating items;~~ ~~(v)~~ ~~items related to acquisitions;~~ ~~(vi)~~ ~~items attributable to the business operations of any entity acquired by the~~ ~~Company~~ ~~during the~~ ~~Performance Period~~; ~~(vii)~~ ~~items related to the sale or disposition of a business or segment of a business;~~ ~~(viii)~~ ~~items related to discontinued operations that do not qualify as a segment of a business under~~ ~~Applicable Accounting Standards~~; ~~(ix)~~ ~~items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the~~ ~~Performance Period~~; ~~(x)~~ ~~any other items of significant income or expense~~7.1(d) hereof which are ~~determined~~designed to be ~~appropriate adjustments;~~ ~~(xi)~~ ~~items relating to unusual or extraordinary corporate transactions, events or developments;~~ ~~(xii)~~ ~~items related to amortization of acquired intangible assets;~~ ~~(xiii)~~ ~~items that are~~ outside the scope of ~~the~~ ~~Company’s core, on-going business activities;~~ ~~(xiv)~~ ~~items relating to acquired in-process research and development;~~ ~~(xv)~~ ~~items relating to changes in tax laws;~~ ~~(xvi)~~ ~~items relating to major licensing or partnership arrangements;~~ ~~(xvii)~~ ~~items relating to asset impairment charges;~~ ~~(xviii)~~ items relating to gains or losses for litigation, arbitration and contractual settlements; (xi) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; or ~~(xx)~~ ~~items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. For all~~ ~~Awards~~ ~~intended to qualify as~~ ~~Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with,~~ Section ~~162(m)~~ 423 of the Code,.

~~2.41“Performance Goals~~” “Subsidiary” shall ~~mean, for a~~ ~~Performance Period, one~~include any corporate or ~~more goals established~~noncorporate entity in ~~writing by the~~ ~~Administrator~~ ~~for the~~ ~~Performance Period~~ ~~based upon one or more~~ ~~Performance Criteria. Depending on the~~ ~~Performance Criteria~~ ~~used to establish such~~ ~~Performance Goals, the~~ ~~Performance Goals~~ ~~may be expressed in terms of overall performance of~~which the Company ~~any Parent, Subsidiary, any division~~has a direct or indirect equity interest or significant business ~~unit thereof or an individual. The achievement of each~~ relationship.

~~Performance Goal~~2.28 ~~shall be determined in accordance with~~ ~~Applicable Accounting Standards~~“Trading Day”.

~~2.42“Performance Period” shall mean one or more periods of time, which may be of varying and/or overlapping durations, as the~~ ~~Administrator~~ ~~may select, over which the attainment of one or more~~ ~~Performance Goals~~ ~~will be measured for the purpose of determining a Participant’s right to, vesting of, and/or the payment of, a~~ ~~Performance Award~~.

~~2.43“Performance Share~~” shall mean a ~~contractual right awarded under Section 9.5 hereof to receive a number of~~ ~~Shares or~~day on which the ~~cash value of such number of Shares~~ ~~based~~principal securities exchange on ~~the attainment of specified Performance Goals or other criteria determined by the Administrator.~~

~~2.44“Permitted Transferee~~” shall mean, with respect to a Participant, (a) prior to the Public Trading Date, any “family member” of the Participant, as defined under Rule 701 of the Securities Act and (b) on or after the Public Trading Date, any “family member” of the Participant, as defined under the General Instructions to ~~Form S-8 Registration Statement~~ ~~under the~~ ~~Securities Act or any successor Form thereto, or any other transferee specifically approved by the Administrator, after taking into account Applicable Law.~~

~~2.45“Plan~~” shall mean this SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan, as it may be further amended from time to time. The original 2015 Incentive Award Plan was adopted by the Board and approved by the stockholders of the Company on May 29, 2015, which plan was amended and restated by the Board effective January 27, 2016, subject to approval by the stockholders of the Company, which

~~plan was further amended and restated by the Board effective March 30, 2016, subject to approval by the stockholders of the Company, which final amendment and restatement is reflected herein.~~

~~2.46 “Program” shall mean any program adopted by the~~ ~~Administrator~~ ~~pursuant to the~~ ~~Plan~~ ~~containing the terms and conditions intended to govern a specified type of~~ ~~Award~~ ~~granted under the~~ ~~Plan~~ ~~and pursuant to which such type of~~ ~~Award~~ ~~may be granted under the~~ ~~Plan~~.

~~2.47“Public Trading Date” shall mean the first date upon~~ which the Common Stock is listed ~~(or approved~~is open for ~~listing) upon notice of issuance~~trading or, if the Common Stock is not listed on ~~any~~a securities exchange, ~~or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.~~

~~2.48“Qualifying Termination~~” shall mean a ~~termination of a Participant’s service (i)~~business day, as determined by the Administrator in good faith.

2.29 “Withdrawal Election” shall have such meaning as set forth in Section 6.1(a) hereof.

ARTICLE III.

PARTICIPATION

3.1 Eligibility.

(a) Any Eligible Employee who shall be employed by the Company ~~without Cause~~ or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles IV and V hereof, and the limitations imposed by Section 423(b) of the Code and the Treasury Regulations thereunder.

(b) No Eligible Employee shall be granted an Option under the Plan which permits the Participant’s rights to purchase Shares under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, any Parent or any Subsidiary subject to Section 423 of the Code (any such Option or other option, a “Section 423 Option”), to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time the Section 423 Option is granted) for each calendar year in which any Section 423 Option granted to the Participant is outstanding at any time. For purposes of the limitation imposed by this subsection,

(i) the right to purchase stock under a Section 423 Option accrues when the Section 423 Option (or any portion thereof) first becomes exercisable during the calendar year;

(ii) the right to purchase stock under a Section 423 Option accrues at the rate provided in the Section 423 Option, but in no case may such rate exceed $25,000 of fair market value of such stock (determined at the time such option is granted) for any one calendar year; and

(iii) a right to purchase stock which has accrued under a Section 423 Option may not be carried over to any other Section 423 Option; provided that Participants may carry forward amounts so accrued that represent a fractional share of stock and were withheld but not applied towards the purchase of Shares under an earlier Offering, and may apply such amounts towards the purchase of additional Shares under a subsequent Offering.

The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code and the Treasury Regulations thereunder.

3.2 Election to Participate; Payroll Deductions

(a) Except as provided in Section 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll deduction. Each individual who is an Eligible Employee as of the Enrollment Date of the applicable Offering may elect to participate in such Offering and the Plan by delivering to the Company a payroll deduction authorization no later than the tenth (10th) calendar day prior to the applicable Enrollment Date.

(b) Subject to Section 3.1(b) hereof, payroll deductions with respect to an Offering Period (i) shall be equal to at least one percent (1%) of the Participant’s Compensation as of each Payday during the applicable Offering Period, but not more than fifteen percent (15%) of the Participant’s Compensation as of each Payday during the applicable Offering Period or $25,000 and (ii) may be expressed as a whole number percentage. Amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account.

(c) Following at least one (1) payroll deduction, a Participant ~~who is party~~may decrease (to as low as 0%, which shall be considered an election to withdraw pursuant to Section 6.1 hereof) the amount deducted from such Participant’s Compensation during an ~~employment, severance~~Offering Period upon ten (10) calendar days’ prior written or ~~applicable award agreement~~electronic notice to the Company; provided, however, that ~~contains~~ a ~~definition~~Participant may not decrease the amount deducted more than two (2) times per Offering Period. A Participant may not increase the amount deducted from such Participant’s Compensation during an Offering Period.

(d) Notwithstanding the foregoing, upon the termination of ~~Good Reason, by the~~an Offering, each Participant ~~for Good Reason.~~

~~2.49“Restricted Stock~~”in such Offering shall ~~mean~~ ~~an award of Shares~~ ~~made under Article~~ ~~8 hereof~~ ~~that is subject to certain restrictions and may be subject to risk of forfeiture.~~

~~2.50“Restricted Stock Unit” shall mean a contractual right awarded under Section~~ ~~9.4~~ ~~hereof to receive~~automatically participate in the ~~future~~immediately following Offering at the same payroll deduction percentage as in effect at the termination of the prior Offering, unless such Participant delivers to the Company a ~~Share~~different election with respect to the successive Offering in accordance with Section 3.1(a) hereof, or ~~the cash value of a Share~~.

~~2.51“Securities Act” shall mean the~~ ~~Securities Act of 1933, as amended.~~

~~2.52“Share Limit” shall have the meaning provided in Section~~ ~~3.1(a)~~ ~~hereof.~~

~~2.53“Shares” shall mean shares of~~ ~~Common Stock~~.

~~2.54“Stock Appreciation Right” shall mean a stock appreciation right granted under Article~~ ~~6 hereof.~~

~~2.55“Stock Payment” shall mean a payment~~unless such Participant becomes ineligible for participation in the ~~form~~Plan.

3.3 Leave of Absence.~~Shares~~ ~~awarded under Section~~ ~~9.3~~ ~~hereof.~~

~~2.56“Subsidiary” shall mean (a) a corporation, association or other business entity~~ During leaves of ~~which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly,~~absence approved by the Company ~~and/or by one or more Subsidiaries, (b) any partnership or limited liability company~~meeting the requirements of ~~which fifty percent (50%) or more~~Treasury Regulation Section 1.421-1(h)(2) under the Code, an individual shall be treated as an Employee of the ~~equity interests are owned, directly~~Company or ~~indirectly, by~~Designated Subsidiary that employs such individual immediately prior to such leave.

ARTICLE IV.

PURCHASE OF SHARES

4.1 Grant of Option. Each Participant shall be granted an Option with respect to an Offering on the ~~Company and/or by one or more Subsidiaries and (c) any other entity not described in clauses (a) or (b) above~~applicable Grant Date. Subject to the limitations of ~~which fifty percent (50%) or more~~Section 3.1(b) hereof, the number of Shares subject to a Participant’s Option shall be determined as of the ~~ownership~~Exercise Date by dividing (a) such Participant’s payroll deductions accumulated prior to the applicable Exercise Date and retained in the ~~power (whether voting interests or otherwise),~~Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that in no event shall a Participant be permitted to purchase with respect to each Offering more than 1,500 Shares (subject to any adjustment pursuant to Section 5.2 hereof). The Administrator may, for future Offerings, increase or decrease, in its absolute discretion, the maximum number of Shares that a ~~written contract or agreement,~~Participant may purchase during such future Offerings. Each Option shall expire on the Exercise Date for the applicable Offering immediately after the automatic exercise of the Option in accordance with Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof.

4.2 Option Price. The Option Price per Share to ~~direct~~be paid by a Participant upon exercise of the ~~policies and management or~~Participant’s Option on the ~~financial and the other affairs thereof, are owned or controlled by the Company and/or by one or more Subsidiaries.~~

~~2.57“Substitute Award” shall mean an~~ ~~Award~~ ~~granted under the~~ ~~Plan~~ ~~in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution~~applicable Exercise Date for an ~~outstanding equity~~ ~~award~~ Offering shall be equal to eighty-five percent (85%) of the lesser of the Fair Market Value of~~previously granted by~~

a ~~company~~ ~~or other entity that is a party to such transaction;~~ Share on (a) the applicable Grant Date and (b) the applicable Exercise Date; provided, ~~however~~, that in no event shall the ~~term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an~~ Option or ~~Stock Appreciation Right~~.

~~2.58“Successor Entity” shall have the meaning provided in Section 2.9(c)(i) hereof.~~

~~2.59“Termination of Service” shall mean:~~

(a)As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously

~~commences or remains in employment and/or service as an Employee and/or Director with the Company or any Affiliate.~~

(b)As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the Company or any Affiliate.

(c)As to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding terminations where the Participant simultaneously commences or remains in service as a Consultant and/or Director with the Company or any Affiliate.

~~(d)~~As to an Eligible Individual employed by or providing services to Integra or any Affiliate of Integra, “Termination of Service” shall have such meaning set forth in the applicable Integra Plan pursuant to which such Eligible Individual’s Adjusted Award was originally granted.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service; ~~provided~~, ~~however~~, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

~~ARTICLE 3.~~

~~SHARES SUBJECT TO THE~~ ~~PLAN~~

~~3.1Number of~~ ~~Shares~~.

~~(a)Subject to Sections 3.1(b), 12.1 and 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (i)~~ ~~the number of Shares that may be issuable upon exercise or vesting of the Adjusted Awards and (ii) 3,509,500~~ ~~Shares (the “Share Limit~~”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 3,509,500 Shares. Notwithstanding the foregoing, to the extent permitted under Applicable Law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award.

~~(b)If any~~ ~~Shares~~ ~~subject to an~~ ~~Award~~ ~~are forfeited or expire or such~~ ~~Award~~ ~~is settled for cash (in whole or in part), the~~ ~~Shares~~ ~~subject to such~~ ~~Award~~ ~~shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of~~ ~~Awards~~ ~~under the~~ ~~Plan~~ ~~and shall be added back to the~~ ~~Share Limit~~ ~~in the same number of~~ ~~Shares~~ ~~as were debited from the~~ ~~Share Limit~~ ~~in respect of the grant of such~~ ~~Award~~ ~~(as may be adjusted in accordance with Section~~ ~~12.2~~ hereof). In addition, Shares tendered by a Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award shall be added back to the Share Limit. Notwithstanding anything to the contrary contained herein, the following ~~Shares~~ ~~shall not be added back to the~~ ~~Share Limit~~ ~~and will not be available for future grants of~~ ~~Awards~~: ~~(i) Shares tendered by a Participant or withheld by~~

the Company in payment of the exercise price of an Option; (ii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iii) Shares purchased on the open market with the cash proceeds from the exercise of Options~~. Any~~ ~~Shares~~ ~~repurchased by the~~ ~~Company~~ ~~under Section~~ ~~8.4~~ ~~hereof at the same price paid by the Participantso that such~~ ~~Shares~~ ~~are returned to the~~ ~~Company~~ ~~will again be available for~~ ~~Awards. The payment of~~ ~~Dividend Equivalents~~ ~~in cash in conjunction with any outstanding~~ ~~Awards~~ ~~shall not be counted against the~~ ~~Shares~~ ~~available for issuance under the~~ ~~Plan. Notwithstanding the provisions of this Section~~ ~~3.1(b), no~~ ~~Shares~~ ~~may again be optioned, granted or awarded if such action would cause an~~ ~~Incentive Stock Option~~ ~~to fail to qualify as an~~ ~~incentive stock option~~ ~~under Section~~ ~~422~~ ~~of the~~ ~~Code~~.

~~(c)Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by t~~he Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; ~~provided~~, ~~however~~, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

~~3.2Stock Distributed. Any~~ ~~Shares~~ ~~distributed pursuant to an~~ ~~Award~~ ~~may consist, in whole or in part, of authorized and unissued~~ ~~Common Stock, treasury Common Stock~~ or ~~Common Stock~~ ~~purchased on the open market.~~

~~3.3Limitation on Number of Shares Subject to~~ ~~Awards. Notwithstanding any provision in the~~ ~~Plan~~ ~~to the contrary, and subject to Section~~ ~~12.2~~ ~~hereof, the maximum aggregate number of~~ ~~Shares~~ ~~with respect to one or more~~ ~~Awards~~ that may be granted to any one person during any calendar year shall be 500,000 Shares and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more ~~Awards~~ ~~payable in cash shall be $2,500,000 (together, the “Individual Award Limits”),~~ ~~provided~~, ~~however~~, ~~that Adjusted Awards shall not be subject to the limitations set forth in this Section 3.3.~~

~~ARTICLE 4.~~

~~GRANTING OF~~ ~~AWARDs~~

~~4.1Participation.~~ ~~The~~ ~~Administrator~~ ~~may, from time to time, select from among all~~ ~~Eligible Individuals, those to whom one or more~~ ~~Awards~~ ~~shall be granted and shall determine the nature and amount of each~~ ~~Award, which shall not be inconsistent with the requirements of the~~ ~~Plan. No~~ ~~Eligible Individual~~ ~~shall have any right to be granted an~~ ~~Award~~ ~~pursuant to the~~ ~~Plan~~.

~~4.2Award Agreement. Each~~ ~~Award~~ ~~shall be evidenced by an~~ ~~Award Agreement~~ ~~stating the terms and conditions applicable to such~~ ~~Award, consistent with the requirements of the~~ ~~Plan and any applicable Program~~.

~~4.3Limitations Applicable to Section~~ 16 ~~Persons. Notwithstanding anything contained herein to the contrary, with respect to any~~ ~~Award~~ ~~granted or awarded to any individual who is then subject to Section~~ 16 ~~of the~~ ~~Exchange Act, the~~ ~~Plan, any applicable~~ ~~Program~~ ~~and the applicable~~ ~~Award Agreement~~ ~~shall be subject to any additional limitations set forth in any applicable exemptive rule under Section~~ 16 ~~of the~~ ~~Exchange Act (including Rule 16b‑3 of the Exchange Act and any amendments thereto)~~ ~~that are requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such~~ ~~Award~~ ~~to the extent permitted by Applicable Law.~~

~~4.4At-Will Service. Nothing in the~~ ~~Plan~~ ~~or in any~~ ~~Program~~ or ~~Award Agreement~~ ~~hereunder shall confer upon any Participant any right to continue as an Employee,~~ ~~Director~~ or ~~Consultant~~ ~~of the~~ ~~Company~~ ~~or any~~

~~Affiliate, or shall interfere with or restrict in any way the rights of the~~ ~~Company~~ ~~or any~~ ~~Affiliate, which rights are hereby expressly reserved, to discharge any Participant~~at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of any Participant’s employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant~~and the~~ ~~Company~~ ~~or any~~ ~~Affiliate~~.

~~4.5Foreign Participant~~s~~. Notwithstanding any provision of the~~ ~~Plan~~ ~~to the contrary, in order to comply with the laws in other countries in which the~~ ~~Company~~ ~~and its~~ ~~Affiliates~~ ~~operate or have~~ ~~Employees~~, ~~Non-Employee Directors~~ or ~~Consultants, or in order to comply with the requirements of any foreign securities exchange, the~~ ~~Administrator, in its sole discretion, shall have the power and authority to:~~ ~~(a)~~ ~~determine which~~ ~~Affiliates~~ ~~shall be covered by the~~ ~~Plan~~; ~~(b)~~ ~~determine which~~ ~~Eligible Individuals~~ ~~outside the~~ ~~United States~~ ~~are eligible to participate in the~~ ~~Plan~~; ~~(c)~~ ~~modify the terms and conditions of any Program or any~~ ~~Award~~ ~~granted to~~ ~~Eligible Individuals~~ ~~outside the~~ ~~United States~~ ~~to comply with applicable foreign laws or listing requirements of any such foreign securities exchange;~~ ~~(d)~~ ~~establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable;~~ ~~provided~~, ~~however, that no such subplans and/or modifications shall increase the~~ ~~Share Limit or the Individual Award Limits; and~~ ~~(e)~~ ~~take any action, before or after an~~ ~~Award~~ is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the ~~Administrator~~ ~~may not take any actions hereunder, and no~~ ~~Awards~~ ~~shall be granted, that would violate Applicable Law.~~

~~4.6Stand-Alone and Tandem Awards~~. ~~Awards~~ ~~granted pursuant to the~~ ~~Plan~~ ~~may, in the sole discretion of the~~ ~~Administrator, be granted either alone, in addition to, or in tandem with, any other~~ ~~Award~~ ~~granted pursuant to the~~ ~~Plan~~. ~~Awards~~ ~~granted in addition to or in tandem with other~~ ~~Awards~~ ~~may be granted either at the same time as or at a different time from the grant of such other~~ ~~Awards~~.

~~ARTICLE 5.~~

~~Provisions Applicable to Awards Intended to Qualify as~~ ~~Performance-Based Compensation~~

~~5.1Purpose. The~~ ~~Administrator, in its sole discretion, may determine whether any~~ ~~Award~~ ~~is intended to qualify as~~ ~~Performance-Based Compensation. If the~~ ~~Administrator, in its sole discretion, decides to grant an~~ ~~Award~~ ~~to an~~ ~~Eligible Individual~~ ~~that is intended to qualify as~~ ~~Performance-Based Compensation (other than an Option or Stock Appreciation Right), then the provisions of this Article~~ 5 ~~shall control over any contrary provision contained in the~~ ~~Plan. The~~ ~~Administrator~~ ~~may in its sole discretion grant~~ ~~Awards~~ to ~~Eligible Individuals~~ ~~that are based on~~ ~~Performance Criteria~~ or ~~Performance Goals~~ ~~but that do not satisfy the requirements of this Article~~ 5 ~~and that are not intended to qualify as~~ ~~Performance-Based Compensation. Unless otherwise specified by the~~ ~~Administrator~~ ~~at the time of grant, the~~ ~~Performance Criteria~~ ~~with respect to an~~ ~~Award~~ ~~intended to be~~ ~~Performance-Based Compensation~~ ~~payable to a~~ ~~Covered Employee~~ ~~shall be determined on the basis of~~ ~~Applicable Accounting Standards~~.

~~5.2Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section~~ ~~162(m)(4)(C)~~ ~~of the~~ ~~Code, with respect to any~~ ~~Award~~ ~~which is intended to qualify as~~ ~~Performance-Based Compensation, no later than ninety (90) days following the commencement of any~~ ~~Performance Period~~ ~~or any designated fiscal period or period of service (or such earlier time as may be required under Section~~ ~~162(m)~~ ~~of the~~ ~~Code), the~~ ~~Administrator~~ ~~shall, in writing,~~ ~~(a)~~ ~~designate one or more~~ ~~Eligible Individuals~~; ~~(b)~~ ~~select the~~ ~~Performance Criteria~~ ~~applicable to the~~ ~~Performance Period~~; ~~(c)~~ ~~establish the~~ ~~Performance Goals, and amounts of such~~ ~~Awards, as applicable, which may be earned for such~~ ~~Performance Period~~ ~~based on the~~ ~~Performance Criteria; and~~ ~~(d)~~ ~~specify the relationship between~~ ~~Performance Criteria~~ ~~and the~~ ~~Performance Goals~~ ~~and the amounts of such~~ ~~Awards, as applicable, to be earned by each~~ ~~Covered Employee~~ ~~for such~~ ~~Performance Period. Following the completion of each~~ ~~Performance Period, the~~ ~~Administrator~~ ~~shall certify in writing whether and the extent to which the applicable~~ ~~Performance Goals~~ ~~have been achieved for such~~ ~~Performance Period. In determining the amount earned under such~~ ~~Awards, unless otherwise provided in an~~ ~~Award Agreement, the~~ ~~Administrator~~ ~~shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take~~

~~into account additional factors that the~~ ~~Administrator~~ ~~may deem relevant, including the assessment of individual or corporate performance for the~~ ~~Performance Period~~.

~~5.3Payment of Performance-Based Awards~~. Unless otherwise provided in the applicable Program or Award Agreement (and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code), the holder of an Award that is intended to qualify as Performance-Based Compensation must be employed by the Company or an Affiliate throughout the applicable Performance Period. ~~Unless otherwise provided in the applicable~~ ~~Performance Goals~~, ~~Program~~ or ~~Award Agreement, a Participant shall be eligible to receive payment pursuant to such~~ ~~Awards~~ ~~for a~~ ~~Performance Period~~ ~~only if and to the extent the~~ ~~Performance Goals~~ ~~for such Performance Period are achieved.~~

~~5.4Additional Limitations. Notwithstanding any other provision of the~~ ~~Plan~~ ~~and except as otherwise determined by the~~ ~~Administrator, any~~ ~~Award~~ ~~which is granted to an~~ ~~Eligible Individual~~ ~~and is intended to qualify as~~ ~~Performance-Based Compensation~~ ~~shall be subject to any additional limitations imposed by Section~~ ~~162(m)~~ ~~of the~~ ~~Code~~ ~~that are requirements for qualification as~~ ~~Performance-Based Compensation, and the~~ ~~Plan, the~~ ~~Program~~ ~~and the~~ ~~Award Agreement~~ ~~shall be deemed amended to the extent necessary to conform to such requirements.~~

~~ARTICLE 6.~~

~~granting OF~~ ~~OPTIONS and stock appreciation rights~~

~~6.1Granting of~~ ~~Options and Stock Appreciation Rights~~ to ~~Eligible Individuals. The~~ ~~Administrator~~ ~~is authorized to grant~~ ~~Options and Stock Appreciation Rights to Eligible Individuals~~ ~~from time to time, in its sole discretion,~~ ~~on such terms and conditions as it~~ ~~may determine which shall not be inconsistent with the~~ ~~Plan~~.

~~6.2Qualification of~~ ~~Incentive Stock Options. No~~ ~~Incentive Stock Option~~ ~~shall be granted to any person who is not an~~ ~~Employee~~ ~~of the~~ ~~Company~~ ~~or any “parent corporation” or “subsidiary corporation” of the~~ ~~Company~~ ~~(as defined in Sections~~ ~~424(e)~~ ~~and~~ ~~424(f)~~ ~~of the~~ ~~Code, respectively). No person who qualifies as a~~ ~~Greater Than 10% Stockholder~~ ~~may be granted an~~ ~~Incentive Stock Option~~ ~~unless such~~ ~~Incentive Stock Option~~ ~~conforms to the applicable provisions of Section~~ ~~422~~ ~~of the~~ ~~Code. Any~~ ~~Incentive Stock Option~~ ~~granted under the~~ ~~Plan~~ ~~may be modified by the~~ ~~Administrator, with the consent of the Participant, to disqualify such~~ ~~Option~~ ~~from treatment as an “incentive stock option” under Section~~ ~~422~~ ~~of the~~ ~~Code. To the extent that the aggregate~~ ~~fair market value~~ ~~of stock with respect to which “incentive stock options” (within the meaning of Section~~ ~~422~~ ~~of the~~ ~~Code, but without regard to Section~~ ~~422(d)~~ ~~of the~~ ~~Code) are exercisable for the first time by a Participant during any calendar year under the~~ ~~Plan~~ ~~and all other plans of the~~ ~~Company~~ ~~or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Section 424(e) and 424(f) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the~~ ~~Options~~ ~~shall be treated as~~ ~~Non-Qualified Stock Options~~ ~~to the extent required by Section~~ ~~422~~ ~~of the~~ ~~Code. The rule set forth in the preceding sentence shall be applied by taking~~ ~~Options~~ ~~and other “incentive stock options” into account in the order in which they were granted and the~~ ~~fair market value~~ ~~of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any~~ ~~Options~~ ~~otherwise fail to qualify as~~ ~~Incentive Stock Options, such~~ ~~Options~~ ~~shall be treated as~~ ~~Non-Qualified Stock Options~~.

~~6.3Option and Stock Appreciation Right~~ ~~Exercise~~ Price~~. Except with respect to Adjusted Awards, the exercise price per~~ ~~Share~~ ~~subject to each~~ ~~Option and Stock Appreciation Right~~ ~~shall be set by the~~ ~~Administrator, but shall not be less than one hundred percent (100%) of the~~ ~~Fair Market Value~~ ~~of a~~ ~~Share~~ ~~on the date the~~ ~~Option or Stock Appreciation Right, as applicable,~~ ~~is granted (or, as to~~ ~~Incentive Stock Options, on the date the~~ ~~Option~~ ~~is modified, extended or renewed for purposes of Section~~ ~~424(h)~~ ~~of the~~ ~~Code). In addition, in the case of~~ ~~Incentive Stock Options~~ ~~granted to a~~ ~~Greater Than 10% Stockholder, such price shall not be less than one hundred ten percent (110%) of the~~ ~~Fair Market Value~~ ~~of a~~ ~~Share~~ ~~on the date the~~ ~~Option~~ ~~is granted (or the date the~~ ~~Option~~ ~~is modified, extended or renewed for purposes of Section~~ ~~424(h)~~ ~~of the~~ ~~Code~~).

~~6.4Option and Stock Appreciation Right~~ ~~Term. The term of each~~ ~~Option and of each Stock Appreciation Right~~ ~~shall be set by the~~ ~~Administrator~~ ~~in its sole discretion;~~ ~~provided~~, ~~however, that the term shall not be more than ten (10) years from the date the~~ ~~Option or Stock Appreciation Right, as applicable,~~ ~~is granted, or five (5) years from the date an~~ ~~Incentive Stock Option~~ ~~is granted to a~~ ~~Greater Than 10% Stockholder. The~~ ~~Administrator~~

~~shall determine the time period, including the time period following a~~ ~~Termination of Service, during which the Participanthas the right to exercise the vested~~ ~~Options or Stock Appreciation Rights, which time period may not extend beyond the stated term of the~~ ~~Option or Stock Appreciation Right. Except as limited by the requirements of Section~~ ~~409A~~ ~~or Section~~ ~~422~~ ~~of the~~ ~~Code, the~~ ~~Administrator~~ ~~may extend the term of any outstanding~~ ~~Option or Stock Appreciation Right, and may extend the time period during which vested~~ ~~Options or Stock Appreciation Rights may be exercised, in connection with any~~ ~~Termination of Service~~ ~~of the Participant, and may amend any other term or condition of such~~ ~~Option or Stock Appreciation Right~~ ~~relating to such a~~ ~~Termination of Service~~.

~~6.5Option and Stock Appreciation Right~~ ~~Vesting~~.

~~(a)The terms and conditions pursuant to which an~~ ~~Option Stock or Appreciation Right~~ ~~vests in the Participant and becomes exercisable shall be determined by the~~ ~~Administrator~~ ~~and set forth in the applicable~~ ~~Award Agreement. Such vesting may be based on service with the~~ ~~Company~~ ~~or any~~ ~~Affiliate, any of the~~ ~~Performance Criteria, or any other criteria selected by the~~ ~~Administrator. At any time after the grant of an~~ ~~Option or Stock Appreciation Right, the~~ ~~Administrator~~ ~~may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option or Stock Appreciation Right.~~

~~(b)No portion of an~~ ~~Option or Stock Appreciation Right~~ ~~which is unexercisable at a Participant’s Termination of Service~~ ~~shall thereafter become exercisable, except as may be otherwise provided by the~~ ~~Administrator~~ ~~either in an applicable~~ ~~Program, the applicable~~ ~~Award Agreement~~ ~~or by action of the~~ ~~Administrator~~ ~~following the grant of the~~ ~~Option or Stock Appreciation Right~~.

~~6.6Substitute Awards. Notwithstanding the foregoing provisions of this Article~~ 6 ~~to the contrary, in the case of an~~ ~~Option or Stock Appreciation Right~~ ~~that is a~~ ~~Substitute Award, the price~~ per Share ~~of the~~ ~~Shares~~ ~~subject to such~~ ~~Option or Stock Appreciation Right~~ ~~may be less than the~~ ~~Fair Market Value~~ ~~per share on the date of grant;~~ ~~provided~~, ~~however, that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.~~

~~6.7Substitution of~~ ~~Stock Appreciation Rights. The~~ ~~Administrator~~ ~~may, in its sole discretion, substitute an Award of~~ ~~Stock Appreciation Rights~~ ~~for an outstanding~~ ~~Option~~ ~~at any time prior to or upon exercise of such~~ ~~Option~~; ~~provided~~,~~however, that such~~ ~~Stock Appreciation Rights~~ ~~shall be exercisable with respect to the same number of~~ ~~Shares~~ ~~for which such substituted~~ ~~Option~~ ~~would have been exercisable, and shall also have the same exercise price and remaining term as the substituted~~ ~~Option~~.

~~ARTICLE 7.~~

~~EXERCISE OF~~ ~~OPTIONS AND STOCK APPRECIATION RIGHTS~~

~~7.1Partial Exercise. An exercisable~~ ~~Option or Stock Appreciation Right~~ ~~may be exercised in whole or in part. However, an~~ ~~Option or Stock Appreciation Right~~ ~~shall not be exercisable with respect to fractional~~ ~~shares~~ ~~and the~~ ~~Administrator~~ ~~may require that, by the terms of the~~ ~~Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number of~~ ~~Shares~~.

~~7.2Manner of Exercise. All or a portion of an exercisable~~ ~~Option or Stock Appreciation Right~~ ~~shall be deemed exercised upon delivery of all of the following to the~~ ~~stock administrator~~ ~~of the~~ ~~Company, or such other person or entity designated by the~~ ~~Administrator, or his, her or its office, as applicable:~~

~~(a)A written or electronic notice complying with the applicable rules established by the~~ ~~Administrator~~ ~~stating that the~~ ~~Option or Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then-entitled to exercise the~~ ~~Option or Stock Appreciation Right~~ ~~or such portion of the~~ ~~Option or Stock Appreciation Right~~;

~~(b)Such representations and documents as the~~ ~~Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The~~ ~~Administrator~~ ~~may, in its sole discretion,~~

also take such additional actions as it deems appropriate to effect such compliance including; without limitation, placing legends on share certificates and issuing stop transfer notices to agents and registrars;

~~(c)In the event that the~~ ~~Option or Stock Appreciation Right~~ ~~shall be exercised pursuant to Section~~ ~~10.3~~ ~~hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the~~ ~~Option or Stock Appreciation Right, as determined in the sole discretion of the~~ ~~Administrator; and~~

~~(d)Full payment of the exercise price and applicable withholding taxes for the~~ ~~Shares~~ ~~with respect to which the~~ ~~Option or Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections~~ ~~10.1~~ ~~and 10.2 hereof.~~

~~7.3Notification Regarding Disposition. The Participant shall give the~~ ~~Company~~ ~~prompt written or electronic notice of any disposition of~~ ~~Shares~~ ~~acquired by exercise of an~~ ~~Incentive Stock Option~~ ~~which occurs within~~ ~~(a) two (2) years after the date of granting (including the date the~~ ~~Option~~ ~~is modified, extended or renewed for purposes of Section~~ ~~424(h)~~ ~~of the~~ ~~Code) of such~~ ~~Option~~ ~~to such Participant, or~~ ~~(b) one (1) year after the date of transfer of such~~ ~~Shares~~ ~~to such Participant.~~

~~ARTICLE 8.~~

~~RESTRICTED STOCK~~

~~8.1Award~~ of ~~Restricted Stock~~.

~~(a)The~~ ~~Administrator~~ ~~is authorized to grant~~ ~~Restricted Stock~~ to ~~Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of~~ ~~Restricted Stock, which terms and conditions shall not be inconsistent with the~~ ~~Plan, and may impose such conditions on the issuance of such~~ ~~Restricted Stock~~ ~~as it deems appropriate.~~

~~(b)The~~ ~~Administrator~~ ~~shall establish the purchase price, if any, and form of payment for~~ ~~Restricted Stock~~; ~~provided~~, ~~however, that if a purchase price is charged, such purchase price shall be no less than the par value of the~~ ~~Shares~~ ~~to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of~~ ~~Restricted Stock~~ ~~to the extent required by Applicable Law.~~

~~8.2Rights as Stockholders. Subject to Section~~ ~~8.4~~ ~~hereof, upon issuance of~~ ~~Restricted Stock,~~ ~~the Participant shall have, unless otherwise provided by the~~ ~~Administrator, all the rights of a stockholder with respect to said~~ ~~shares, subject to the restrictions in an applicable~~ ~~Program~~ ~~or in the applicable~~ ~~Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the~~ ~~shares~~; ~~provided~~, ~~however, that, in the sole discretion of the~~ ~~Administrator, any extraordinary distributions with respect to the~~ ~~shares~~ ~~shall be subject to the restrictions set forth in Section~~ ~~8.3~~ hereof. In addition, with respect Restricted Stock that is subject to performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

~~8.3Restrictions. All~~ ~~shares~~ of ~~Restricted Stock~~ ~~(including any~~ ~~shares~~ ~~received by Participant~~s ~~thereof with respect to~~ ~~shares~~ of ~~Restricted Stock~~ ~~as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable~~ ~~Program~~ ~~or the applicable~~ ~~Award Agreement, be subject to such restrictions and vesting requirements as the~~ ~~Administrator~~ ~~shall provide. By action taken after the~~ ~~Restricted Stock~~ ~~is issued, the~~ ~~Administrator~~ ~~may,~~ ~~on such terms and conditions as it~~ ~~may determine to be appropriate, accelerate the vesting of such~~ ~~Restricted Stock~~ ~~by removing any or all of the restrictions imposed by the terms of any~~ ~~Program~~ ~~or by the applicable~~ ~~Award Agreement~~. ~~Restricted Stock~~ ~~may not be sold or encumbered until all restrictions are terminated or expire.~~

~~8.4Repurchase or Forfeiture of~~ ~~Restricted Stock. If no purchase price was paid by the Participant for the~~ ~~Restricted Stock, upon a~~ ~~Termination of Service,~~ ~~the Participant’s rights in unvested~~ ~~Restricted Stock~~ ~~then~~

~~subject to restrictions shall lapse and be forfeited, and such~~ ~~Restricted Stock~~ ~~shall be surrendered to the~~ ~~Company~~ ~~and cancelled without consideration. If a purchase price was paid by the Participantfor the~~ ~~Restricted Stock, upon a~~ ~~Termination of Service~~ ~~the~~ ~~Company~~ ~~shall have the~~ ~~right~~ ~~to repurchase from the Participantthe unvested~~ ~~Restricted Stock~~ ~~then-subject to restrictions at a cash price per share equal to the price paid by the Participantfor such~~ ~~Restricted Stock~~ ~~or such other amount as may be specified in an applicable~~ ~~Program~~ ~~or the applicable~~ ~~Award Agreement. The~~ ~~Administrator~~ ~~in its sole discretion may provide that, upon certain events, including without limitation a~~ ~~Change in Control, the Participant’s death, retirement or disability, any other specified~~ ~~Termination of Service~~ ~~or any other event, the Participant’s rights in unvested~~ ~~Restricted Stock~~ ~~shall not terminate, such~~ ~~Restricted Stock~~ ~~shall vest and cease to be forfeitable and, if applicable, the~~ ~~Company shall~~ ~~cease to have a right of repurchase.~~

~~8.5Certificates for Restricted Stock~~. ~~Restricted Stock~~ ~~granted pursuant to the~~ ~~Plan~~ ~~may be evidenced in such manner as the~~ ~~Administrator~~ ~~shall determine.~~ ~~Certificates~~ ~~or book entries evidencing~~ ~~shares~~ of ~~Restricted Stock~~ ~~must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such~~ ~~Restricted Stock, and the~~ ~~Company~~ ~~may, in its sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.~~

~~8.6Section 83(b) Election~~. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

~~8.7Death or Disability~~. Except as otherwise determined by the Administrator, in the event of a Participant’s death or disability (within the meaning of a “permanent and total disability” under Section 22(e)(3) of the Code), all restrictions on such Participant’s Restricted Stock (other than Restricted Stock granted to Participants in France) shall lapse and such Restricted Stock shall become vested Shares.

~~ARTICLE 9.~~

~~PERFORMANCE AWARDS; DIVIDEND EQUIVALENTS;~~ ~~STOCK PAYMENTS;~~ ~~RESTRICTED STOCK UNITS; PERFORMANCE SHARES;~~ ~~OTHER INCENTIVE AWARDS~~

~~9.1Performance Awards~~.

~~(a)The~~ ~~Administrator~~ ~~is authorized to grant~~ ~~Performance Awards~~ ~~to any~~ ~~Eligible Individual~~ ~~and to determine whether such~~ ~~Performance Awards~~ ~~shall be~~ ~~Performance-Based Compensation. The value of~~ ~~Performance Awards~~ ~~may be linked to any one or more of the~~ ~~Performance Criteria~~ ~~or other specific criteria determined by the~~ ~~Administrator~~, ~~in each case on a specified date or dates or over any period or periods determined by the Administrator~~.

~~(b)Without limiting Section~~ ~~9.1(a)~~ ~~hereof, the~~ ~~Administrator~~ ~~may grant~~ ~~Performance Awards~~ ~~to any~~ ~~Eligible Individual~~ ~~in the form of a cash bonus payable upon the attainment of objective~~ ~~Performance Goals, or such other criteria, whether or not objective, which are established by the~~ ~~Administrator~~, ~~in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Participant which are intended to be~~ ~~Performance-Based Compensation~~ ~~shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article~~ ~~5 hereof.~~

~~9.2Dividend Equivalents~~.

~~(a)Subject to Section 9.2(b) hereof, Dividend Equivalents~~ ~~may be granted by the~~ ~~Administrator, either alone or in tandem with another~~ ~~Award, based on dividends declared on the~~ ~~Common Stock, to be credited as of dividend payment dates during the period between the date the~~ ~~Dividend Equivalents~~ ~~are granted to a Participant and the date such~~ ~~Dividend Equivalents~~ ~~terminate or expire, as determined by the~~ ~~Administrator. Such~~ ~~Dividend Equivalents~~ ~~shall be converted to cash or additional~~ ~~Shares~~ ~~by such formula and at such time and subject to such limitations as may be determined by the~~ ~~Administrator~~. ~~In addition, Dividend Equivalents with respect to~~ an

Award that is subject to performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests.

~~(b)Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.~~

~~9.3Stock Payments. The~~ ~~Administrator~~ ~~is authorized to make one or more~~ ~~Stock Payments~~ ~~to any~~ ~~Eligible Individual. The number or value of Shares~~ ~~of any~~ ~~Stock Payment~~ ~~shall be determined by the~~ ~~Administrator~~ ~~and may be based upon one or more~~ ~~Performance Criteria~~ ~~or any other specific criteria, including service to the~~ ~~Company~~ ~~or any~~ ~~Affiliate, determined by the~~ ~~Administrator~~. ~~Stock Payments~~ ~~may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such~~ ~~Eligible Individual~~.

~~9.4Restricted Stock Units. The~~ ~~Administrator~~ ~~is authorized to grant~~ ~~Restricted Stock Units~~ ~~to any~~ ~~Eligible Individual. The number and terms and conditions of~~ ~~Restricted Stock Units~~ ~~shall be determined by the~~ ~~Administrator. The~~ ~~Administrator~~ ~~shall specify the date or dates on which the~~ ~~Restricted Stock Units~~ ~~shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more~~ ~~Performance Criteria~~ ~~or other specific criteria, including service to the~~ ~~Company~~ ~~or any~~ ~~Affiliate~~, ~~in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The~~ ~~Administrator~~ ~~shall specify, or may permit the Participant to elect, the conditions and dates upon which the~~ ~~Shares~~ ~~underlying the~~ ~~Restricted Stock Units~~ ~~shall be issued, which dates shall not be earlier than the date as of which the~~ ~~Restricted Stock Units~~ ~~vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section~~ ~~409A~~ ~~of the~~ ~~Code~~ ~~or an exemption therefrom. On the distribution dates, the~~ ~~Company~~ ~~shall issue to the Participant one unrestricted, fully transferable~~ ~~Share~~ ~~(or the~~ ~~Fair Market Value~~ ~~of one such~~ ~~Share~~ ~~in cash) for each vested and nonforfeitable~~ ~~Restricted Stock Unit~~.

~~9.5Performance Share Awards. Any Eligible Individual selected by the Administrator may be granted one or more Performance Share awards which shall be denominated in a number or range of Shares and the vesting of which~~ may be linked to any one or more of the Performance Criteria, other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator.

~~9.6Other Incentive~~ ~~Awards. The~~ ~~Administrator~~ ~~is authorized to grant~~ ~~Other Incentive Awards~~ ~~to any~~ ~~Eligible Individual, which~~ ~~Awards~~ ~~may cover~~ ~~Shares~~ ~~or the right to purchase or receive~~ ~~Shares~~ ~~or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in or based on,~~ ~~Shares, shareholder value or shareholder return,~~ ~~in each case, on a specified date or dates or over any period or periods determined by the Administrator. Other~~ ~~Incentive Awards~~ ~~may be linked to any one or more of the~~ ~~Performance Criteria~~ ~~or other specific~~ ~~performance criteria~~ ~~determined appropriate by the~~ ~~Administrator~~.

~~9.7Other Terms and Conditions. All applicable terms and conditions of each~~ ~~Award described in this Article 9, including without limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the~~ ~~Administrator~~ ~~in its sole discretion,~~ ~~provided~~, ~~however, that the value of the consideration paid by a Participant for an Award shall not~~ be less than the par value per Share.

4.3 Purchase of a ~~Share~~Shares.~~, unless otherwise permitted by Applicable Law.~~

~~9.8~~

(a) On the applicable Exercise ~~upon~~ ~~Termination~~Date for an Offering, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised his or her Option to purchase at the applicable Option Price the largest number of ~~Service. Awards described~~whole Shares which can be purchased with the amount in ~~this Article 9 are exercisable or distributable,~~the Participant’s Plan Account, subject to Sections 4.1 and 5.3 hereof. The balance, if any, remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) as ~~applicable, only while~~of such Exercise Date shall be returned to the Participant ~~is an~~ ~~Employee~~in one (1) lump-sum payment in cash within thirty (30) days after such Exercise Date.

(b) As soon as practicable following the applicable Exercise Date, the number of Shares purchased by such Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), ~~Director~~ or ~~Consultant, as applicable. The~~ ~~Administrator, however,~~ in ~~its~~the Company’s sole discretion, ~~may provide that~~ ~~such Award~~ ~~may be exercised~~to either (i) the Participant or ~~distributed subsequent to a~~ ~~Termination of Service~~ ~~as provided under~~(ii) an ~~applicable~~ ~~Program~~, ~~Award Agreement, payment deferral election and/or~~account established in ~~certain events, including without limitation, a~~ ~~Change in Control~~, the Participant’s ~~death, retirement~~name at a stock brokerage or ~~disability~~other financial services firm designated by the Company. If the Company is required to obtain from any commission or agency authority to issue any ~~other specified~~ ~~Termination~~such Shares, the Company shall seek to obtain such authority. Inability of ~~Service~~.

~~ARTICLE 10.~~

~~ADditional~~ ~~terms~~the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of ~~awards~~

~~10.1Payment. The~~ ~~Administrator~~ any such shares shall ~~determine~~relieve the ~~methods by which payments by~~Company from liability to any Participant ~~with respect~~except to ~~any~~ refund to the Participant such Participant’s Plan Account balance, without interest thereon.

~~Awards~~4.4 Transferability of Rights. An Option granted under the Plan shall not be ~~made, including, without limitation:~~ ~~(a)~~ ~~cash or check,~~ ~~(b) Shares~~ ~~(including, in the case of payment of the exercise price of an~~ ~~Award~~, ~~Shares~~ ~~issuable pursuant to the exercise of the~~ ~~Award) held for such period of time as may be required by the~~ ~~Administrator~~ ~~in order to avoid adverse accounting consequences, in each case, having a~~ ~~Fair Market Value~~ ~~on the date of delivery equal to the aggregate payments required,~~ ~~(c)~~ ~~delivery of a written or electronic notice that the Participant has placed a market sell order with a broker with respect to~~ ~~Shares~~ ~~then-issuable upon exercise or vesting of an~~ ~~Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the~~ ~~Company~~ ~~in satisfaction of the aggregate payments required;~~ ~~provided~~, ~~however, that payment of such proceeds is then made to the~~ ~~Company~~ ~~upon settlement of such sale,~~ ~~(d)~~ ~~other form of legal consideration acceptable to the~~ ~~Administrator, or (e) any combination of the foregoing. The~~ ~~Administrator~~ ~~shall also determine the methods by which~~ ~~Shares~~ ~~shall be delivered or deemed to be delivered to Participant~~s~~. Notwithstanding any other provision of the~~ ~~Plan~~ ~~to the contrary, no Participant who is a~~ ~~Director~~ ~~or an “executive officer” of the~~ ~~Company~~ ~~within the meaning of Section~~ ~~13(k)~~ ~~of the~~ ~~Exchange Act~~ ~~shall be permitted to make payment with respect to any~~ ~~Awards~~ ~~granted under the~~ ~~Plan, or continue any extension of credit with respect to such payment with a loan from the~~ ~~Company~~ ~~or a loan arranged by the~~ ~~Company~~ ~~in violation of Section~~ ~~13(k)~~ ~~of the~~ ~~Exchange Act~~.

~~10.2Tax Withholding. The~~ ~~Company~~ ~~and its~~ ~~Affiliates~~ ~~shall have the authority and the right to deduct or withhold, or require a Participant to remit to the~~ ~~Company or an Affiliate~~, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s social security, Medicare and any other employment tax obligation) required by Applicable Law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The ~~Administrator~~ may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including without limitation, by allowing such Participant to elect to have the ~~Company or an Affiliate~~ ~~withhold~~ ~~Shares~~ ~~otherwise issuable under an~~ ~~Award~~ ~~(or allow the surrender of~~ ~~Shares). The number of~~ ~~Shares~~ ~~which may be so withheld or surrendered shall be limited to the number of~~ ~~Shares~~ ~~which have a~~ ~~fair market value~~ on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The ~~Administrator~~ ~~shall determine the~~ ~~fair market value~~ ~~of the~~ ~~Shares, consistent with applicable provisions of the~~ ~~Code, for tax withholding obligations due in connection with a broker-assisted cashless~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~exercise involving the sale of~~ ~~Shares~~ ~~to pay the~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~exercise price or any tax withholding obligation.~~

~~10.3Transferability of~~ ~~Awards~~.

~~(a)Except as otherwise provided in Section~~ ~~10.3(b)~~ or ~~(c)~~ ~~hereof:~~

~~(i)No~~ ~~Award~~ ~~under the~~ ~~Plan~~ ~~may be sold, pledged, assigned or transferred in any manner~~transferable, other than by will or the applicable laws of descent and distribution, ~~or, subject to~~and shall be exercisable during the ~~consent of~~Participant’s lifetime only by the ~~Administrator, pursuant to a DRO, unless and until such~~ ~~Award~~ ~~has been exercised, or the~~ ~~Shares~~ ~~underlying such~~ ~~Award~~ ~~have been issued, and all restrictions applicable to such~~ ~~Shares~~ ~~have lapsed;~~

~~(ii)~~Participant. No ~~Award~~ Option or interest or right ~~therein~~to the Option shall be ~~subject~~available to ~~the~~pay off any debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by ~~transfer, alienation, anticipation,~~ pledge, ~~hypothecation,~~ encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) ~~unless~~, and ~~until such~~ any attempt at disposition of the Option shall have no effect.

ARTICLE V.

PROVISIONS RELATING TO COMMON STOCK

~~Award~~5.1 Common Stock Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of Shares that shall be made available for sale under the Plan shall be 400,000 Shares. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock or reacquired shares reserved for issuance under the Plan.

5.2 Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a)Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares which have been authorized for issuance under the Plan but not yet placed under an Option, as well as the price per share and the number of Shares covered by each Option under the Plan which has not yet been exercised ~~or the~~ ~~Shares~~ ~~underlying such~~ ~~Award~~ ~~have been issued, and all restrictions applicable to such Shares~~ ~~have lapsed, and any attempted disposition of an~~ ~~Award~~ ~~prior to the satisfaction of these conditions~~ shall be ~~null and void and~~proportionately adjusted for any increase or decrease in the number of ~~no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and~~

~~(iii)During the lifetime~~issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the ~~Participant, only the Participantmay exercise an~~ ~~Award~~ (Common Stock or any ~~portion thereof) granted to him under~~other increase or decrease in the ~~Plan, unless it has been disposed~~number of ~~pursuant to a DRO. After~~Shares effected without receipt of consideration by the ~~death~~Company; provided, however, that conversion of any convertible securities of the ~~Participant, any exercisable portion of an~~ ~~Award~~ ~~may, prior to the time when such portion becomes unexercisable under the~~ ~~Plan~~ ~~or the applicable~~ ~~Program~~ or ~~Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable laws of descent and distribution.~~

~~(b)Notwithstanding Section~~ ~~10.3(a)~~ ~~hereof, the~~ ~~Administrator, in its sole discretion, may determine to permit a Participant~~ ~~or a Permitted Transferee of such Participant~~ ~~to transfer an~~ ~~Award~~ ~~other than an~~ ~~Incentive Stock Option (unless such Incentive Stock Option is to become a Non-Qualified Stock Option)~~ ~~to any one or more~~ ~~Permitted Transferees of such Participant, subject to the following terms and conditions:~~ ~~(i)~~ an ~~Award~~ ~~transferred to a~~ ~~Permitted Transferee~~ Company shall not be ~~assignable or transferable by the~~ ~~Permitted Transferee (other than~~deemed to ~~another Permitted Transferee~~have been “effected without receipt of ~~the applicable Participant)~~ ~~other than by will or the laws of descent and distribution;~~ ~~(ii)~~ an ~~Award~~ ~~transferred to a~~ ~~Permitted Transferee~~ ~~shall continue to be subject to all the terms and conditions of the~~ ~~Award~~ ~~as applicable to the original Participant (other than the ability to further transfer the~~ ~~Award); and~~ ~~(iii)~~ ~~the Participant~~ ~~(or transferring Permitted Transferee)~~ ~~and the~~ ~~Permitted Transferee~~ ~~shall execute any and all documents requested by the~~ ~~Administrator, including without limitation, documents to~~ ~~(A)~~ ~~confirm the status of the transferee as a~~ ~~Permitted Transferee~~, ~~(B)~~ ~~satisfy any requirements for an exemption for the transfer under Applicable Law and~~ ~~(C)~~ evidence the transfer. In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

~~(c)Notwithstanding Section~~ ~~10.3(a)~~ ~~hereof, a Participant may, in the manner determined by the~~ ~~Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any~~ ~~Award~~ ~~upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the~~ ~~Plan~~ ~~is subject to all terms and conditions of the~~ ~~Plan~~ ~~and any~~ ~~Program~~ or ~~Award Agreement~~ ~~applicable to the Participant, except to the extent the~~ ~~Plan, the~~ ~~Program~~ ~~and the~~ ~~Award Agreement~~ ~~otherwise provide, and to any additional restrictions deemed necessary or appropriate by the~~ ~~Administrator~~. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a “community property” state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the ~~Award~~ ~~shall not be effective without the prior written or electronic consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the Participant, payment~~consideration.” Such adjustment shall be made toby the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is delivered to the Administrator, ~~prior to the Participant’s death.~~

~~10.4Conditions to Issuance of~~ ~~Shares~~.

~~(a)The Administrator shall determine the methods by which Shares~~whose determination in that respect shall be ~~delivered~~final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or ~~deemed to be delivered to Participants. Notwithstanding anything herein to the contrary, neither the~~ ~~Company nor its Affiliates~~ securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be ~~required to issue or deliver any certificates or make any book entries evidencing~~ ~~Shares~~ ~~pursuant to the exercise of any~~ ~~Award, unless and until the~~ ~~Administrator~~ ~~has determined, with advice of counsel, that the issuance of such~~ ~~Shares~~ ~~is in compliance with Applicable Law, and the~~ ~~Shares~~ ~~are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the~~ ~~Administrator~~ ~~may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with Applicable Law.~~

~~(b)All~~ ~~Share~~ ~~certificates delivered pursuant to the~~ ~~Plan~~ ~~and all~~ ~~Shares~~ ~~issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the~~ ~~Administrator~~ ~~deems necessary or advisable to comply with Applicable Law. The~~ ~~Administrator~~ ~~may place legends on any~~ ~~Share~~ ~~certificate or book entry to reference restrictions applicable to the~~ ~~Shares~~.

~~(c)The~~ ~~Administrator~~ ~~shall have the right to require any Participantto comply with any timing or other restrictions~~made with respect to, the ~~settlement, distribution~~number or ~~exercise~~price of ~~any~~ ~~Award, including a window-period limitation, as may be imposed in~~Shares subject to an Option.

(b)Dissolution or Liquidation. In the ~~sole discretion~~event of the ~~Administrator~~.

~~(d)No fractional~~ ~~Shares~~ proposed dissolution or liquidation of the Company, the Offering then in progress shall be ~~issued~~shortened by setting a new Exercise Date (the “New Exercise Date”), and such Offering shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation.

(c)Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the Option is not assumed or substituted, any Offerings then in progress shall be shortened by setting a New Exercise Date and any Offerings then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger.

5.3 Insufficient Shares. If the Administrator determines that, on a given Exercise Date, the number of Shares with respect to which Options are to be exercised may exceed the number of Shares remaining available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the Shares available for issuance on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion ~~whether cash~~to be equitable among all Participants exercising Options to purchase Shares on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offerings shall ~~be given in lieu of fractional~~ ~~Shares~~ ~~or whether such fractional~~ ~~Shares~~ take place and the Plan shall ~~be eliminated by rounding down.~~

~~(e)The Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions thereon shall have lapsed and/or (ii) require that~~terminate pursuant to Section 7.5 hereof. If an Offering is so terminated, then the stock certificates evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to such Shares.

~~(f)Notwithstanding any other provision~~balance of the ~~Plan, unless otherwise determined by~~amount credited to the ~~Administrator~~ ~~or required by Applicable Law,~~Participant’s Plan Account which has not been applied to the ~~Company and/or its Affiliates~~ ~~may, in lieu~~purchase of ~~delivering to any Participant certificates evidencing~~ Shares ~~issued in connection with any~~ ~~Award, record the issuance of~~ ~~Shares~~ ~~in the books of the~~ ~~Company~~ ~~(or, as applicable, its transfer agent or stock~~ ~~plan administrator~~).

~~10.5Forfeiture and Claw-Back Provisions~~.

~~(a)Pursuant to its general authority to determine the terms and conditions applicable to~~ ~~Awards~~ ~~under the~~ ~~Plan, the~~ ~~Administrator~~ shall ~~have the right to provide, in the terms of~~ ~~Awards~~ ~~made under the~~ ~~Plan, or to require a Participant to agree by separate written or electronic instrument, that:~~ ~~(i)~~ ~~any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the~~ ~~Award, or upon the receipt or resale of any~~ ~~Shares~~ ~~underlying the~~ ~~Award, must~~ be paid to ~~the~~ ~~Company, and~~ ~~(ii)~~ ~~the~~ ~~Award~~ ~~shall terminate and~~such Participant in one (1) lump sum in cash within thirty (30) days after such Exercise Date, without any ~~unexercised portion of the~~ interest thereon.

~~Award~~5.4 ~~(whether or not vested) shall be forfeited, if~~ ~~(x) a Termination of Service~~ Rights as Stockholders.~~occurs prior~~ With respect to ~~a specified date, or within a specified time period following receipt or exercise of the~~ ~~Award~~, ~~(y)~~ ~~the Participant at any time, or during a specified time period, engages in any activity in competition with the~~ ~~Company, or which is inimical, contrary or harmful to the interests of the~~ ~~Company, as further defined by the~~ ~~Administrator~~ or ~~(z)~~ ~~the Participant incurs a~~ ~~Termination of Service~~ ~~for cause; and~~

(b)All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares ~~underlying the Award) shall be~~ subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law.

~~10.6Prohibition on Repricing. Subject to Section~~ ~~12.2~~ ~~hereof, the~~ ~~Administrator~~ ~~shall not, without the approval of the stockholders of the~~ ~~Company~~, ~~(a)~~ ~~authorize the amendment of any outstanding~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~to reduce its price per share, or~~ ~~(b)~~ ~~cancel any~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~in exchange for cash or another~~ ~~Award~~ ~~when the~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~price per share exceeds the~~ ~~Fair Market Value~~ ~~of the underlying~~ ~~Shares. Subject to Section~~ ~~12.2~~ ~~hereof, the~~ ~~Administrator~~ ~~shall have the authority, without the approval of the stockholders of the~~ ~~Company, to amend any outstanding Award to increase the price per share or to cancel and replace~~ an ~~Award~~ ~~with the grant of an~~ ~~Award~~ ~~having a price per share that is greater than or equal to the price per share of the original~~ ~~Award~~.

~~10.7Settlement of Awards~~. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.

~~10.8Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence. Unless otherwise determined by the Administrator,~~Option, a Participant shall not ~~cease~~be deemed to be ~~considered an Employee, Non-Employee Director~~a stockholder of the Company and shall not have any of the rights or ~~Consultant, as applicable,~~privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder of the Company when, but not until, Shares have been deposited in the ~~case~~designated brokerage account following exercise of ~~any~~ his or her Option.

ARTICLE VI.

TERMINATION OF PARTICIPATION

6.1 Cessation of Contributions; Voluntary Withdrawal.

(a) ~~leave~~A Participant may cease payroll deductions during an Offering and elect to withdraw from the Plan by delivering written or electronic notice of ~~absence approved~~such election (a “Withdrawal Election”) to the Company in such form as may be established by the Administrator and within ten (10) days prior to the Exercise Date for such Offering (or such other period of time as may be established by the Administrator). A Participant electing to withdraw from the Plan may elect to either (i) withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal Election is received by the Company, ~~(b) transfer between locations of the~~

~~Company or between the Company and any of its Affiliates or any successor thereof, or (c) change~~ in ~~status (Employee~~which case amounts credited to ~~Director, Employee to Consultant, etc.), provided that~~ such ~~change does not affect the specific terms applying~~Plan Account shall be returned to the ~~Participant’s Award.~~

~~10.9Amendment of Awards~~. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent toParticipant in one (1) lump-sum payment in cash within thirty (30) days after such ~~action shall be required unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Participant, or (b) the change~~election is ~~otherwise permitted under the Plan (including, without limitation, under Section 12.2 or 12.10).~~

~~10.10Data Privacy~~. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 10.10 by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Company and its Affiliates may hold certain personal information about a Participant, including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its Affiliates, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “~~Data~~”). The Company and its Affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer the Data to any third parties assisting the Company and its Affiliates in the implementation, administration and management of the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Affiliates or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data heldreceived by the Company, ~~with respect to such Participant, request additional information about the storage~~without any interest thereon, and ~~processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to~~ the Participant ~~or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel Participant’s ability~~shall cease to participate in the Plan and the Participant’s Option for such Offering shall terminate; or (ii) exercise the Option for the maximum number of whole Shares on the applicable Exercise Date with any remaining Plan Account balance returned to the Participant in one (1) lump-sum payment in cash within thirty (30) days after such Exercise Date, without any interest thereon, and after such exercise cease to participate in the ~~Administrator’s discretion,~~Plan. As soon as practicable following the ~~Participant may forfeit any outstanding Awards if~~Company’s receipt of a notice of withdrawal from the ~~Participant refuses or withdraws~~Plan, the Participant’s payroll deduction authorization and his or her ~~consents as described herein. For more information on~~Option to purchase Shares under the ~~consequences of refusal~~Plan shall terminate.

(b) A Participant’s withdrawal from the Plan shall not have any effect upon his or her eligibility to ~~consent or withdrawal of consent, Participants~~participate in any similar plan which may ~~contact their local human resources representative.~~

~~10.11Adjusted Awards. Notwithstanding anything to the contrary contained herein, each Adjusted Award shall~~hereafter be subject to terms and conditions consistent with the applicable terms and conditions set forth in the Integra Plan and the award agreement in effect for such Adjusted Award immediately prior to the Distribution, each as deemed modified in order to reflect (i) the adjustment of such Adjusted Award pursuant to Article III of the Employee Matters Agreement, (ii) that the Company is the issuer of the Common Stock subject to the Adjusted Award, and (iii) the Participant’s status as an employee, director or consultant ofadopted by the Company or ~~Integra, as applicable, following~~in succeeding Offering which commence after the ~~Distribution. Without limiting the generality~~termination of the ~~foregoing, with respect~~Offering from which the Participant withdraws.

(c) A Participant who ceases contributions to ~~Adjusted Awards, references~~the Plan during any Offerings shall not be permitted to ~~employment or service, or termination~~resume contributions to the Plan during such Offering.

6.2 Termination of ~~employment or service, in this Plan (including the incorporated terms and conditions of the Integra Plan, as deemed modified by the preceding sentence) and~~Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable ~~award agreement~~Offering shall automatically terminate, he or she shall be deemed to ~~refer~~have elected to ~~employment~~withdraw from the Plan, and such Participant’s Plan Account shall be paid to such Participant or, ~~service,~~in the case of his or ~~termination of employment or service, with the Company or Integra, whichever is the applicable service recipient with respect~~her death, to the ~~Participant following the Distribution. All determinations and interpretations relating~~person or persons entitled thereto as set forth in an applicable beneficiary designation form (or, if there is no such applicable form, pursuant to ~~the application~~applicable law), within thirty (30) days after such cessation of ~~this~~being an Eligible Employee, without any interest thereon.

ARTICLE VII.

GENERAL PROVISIONS

7.1 Administration.

(a) The Plan ~~and the incorporated terms and conditions of the Integra Plan (including the deemed modifications thereto)~~ shall be ~~made~~administered by the ~~Administrator and shall be final and binding upon the Participants, the Company and all other interested persons~~

~~ARTICLE 11.~~

~~ADMINISTRATION~~

~~11.1Administrator. The~~ Committee ~~(or~~(or another committee or a subcommittee of the Board assuming the functions of the Committee under the ~~Plan) shall administer the~~ ~~Plan~~ ~~(except as otherwise permitted herein) and,~~Plan), which, unless otherwise determined by the Board,, shall consist solely of two or more ~~Non-Employee Directors~~ ~~appointed by and holding office at the pleasure~~members of the Board,, each of whom is intended to qualify as a “~~non-employee director~~”“non-employee director” as defined by Rule 16b-3 of the Exchange Act~~, an “outside director” for purposes of Section~~ ~~162(m)~~ ~~of the~~ ~~Code~~ and an “independent director” under the rules of any securities exchange or automated quotation

system on which the Shares are listed, quoted or traded, in each case, to the extent required under such ~~provision~~; ~~provided~~,~~however, that any action taken by~~provision. The Committee may delegate administrative tasks under the ~~Committee~~ ~~shall be valid and effective, whether or not members of the~~ ~~Committee~~ ~~at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section~~ ~~11.l~~ ~~or otherwise provided in the Company’s charter or Bylaws or in any charter of the~~ ~~Committee. Except as may otherwise be provided in any charter of the~~ ~~Committee, appointment of~~ ~~Committee~~ ~~members shall be effective upon acceptance of appointment,~~ ~~Committee~~ ~~members may resign at any time by delivering written or electronic notice~~Plan to the ~~Board, and~~ ~~vacancies~~services of an Agent and/or Employees to assist in the~~Committee~~ ~~may only be filled by the~~ ~~Board. Notwithstanding the foregoing,~~ ~~(a)~~ ~~the full~~ ~~Board, acting by a majority of its members in office, shall conduct the general~~ administration of the Plan, ~~with respect to~~ ~~Awards~~ ~~granted to~~ ~~Non-Employee Directors~~ including establishing and ~~(b)~~ maintaining an individual securities account under the ~~Board or Committee~~ ~~may delegate its authority hereunder to the extent permitted by Section~~ ~~11.6~~ ~~hereof.~~

~~11.2Duties and Powers of~~ ~~Administrator~~.Plan for each Participant.

(b) It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with ~~its provisions.~~the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To establish and terminate Offerings and Offering Periods;

(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical);

(iii) To select Designated Subsidiaries in accordance with Section 7.2 hereof; and

(iv) To construe and interpret the Plan, the terms of any Offering under the Plan and ~~all Programs and Award Agreements~~,the terms of the Options and to adopt such rules for the administration, interpretation, and application of the Plan ~~and any~~ ~~Program~~ as are ~~not inconsistent with the~~ ~~Plan~~,consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective, subject to Section 423 of the Code and the Treasury Regulations thereunder.

(c) The Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and ~~to amend any~~ ~~Program~~ or ~~Award Agreement~~ ~~provided that the rights or obligations~~procedures regarding handling of ~~the holder~~participation elections, payroll deductions, payment of ~~the~~ ~~Award~~ ~~that is the subject~~interest, conversion of ~~any such~~ ~~Program~~ or ~~Award Agreement~~ ~~are not materially adversely affected by such amendment, unless the consent~~local currency, payroll tax, withholding procedures and handling of ~~the Participant is obtained or such amendment is otherwise permitted under Section~~ ~~12.10~~ ~~hereof. Any such grant or award under the~~ ~~Plan~~ ~~need not be the same~~stock certificates which vary with ~~respect to each Participant. Any such interpretations and rules with respect to~~ ~~Incentive Stock Options~~ ~~shall be consistent with the provisions of Section~~ ~~422~~ ~~of the~~ ~~Code~~.local requirements. In its ~~sole~~absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the ~~Committee~~ Administrator under the Plan.

(d) The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, ~~except~~with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

(e) All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Board or Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to ~~matters which under~~ ~~Rule 16b‑3~~ ~~under~~ the ~~Exchange Act, Section 162(m)~~ ofPlan or the ~~Code, or~~ ~~the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded~~ ~~are required to be determined in the sole discretion of the~~ ~~Committee~~.

~~11.3Action by the~~ ~~Administrator. Unless otherwise established by the~~ ~~Board, in the Company’s charter or Bylaws~~ ~~or in any charter of the~~ ~~Committee or as required by Applicable Law or, a majority of the~~ ~~Administrator~~ ~~shall constitute a quorum~~options, and ~~the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by~~ all members of the Board or Administrator shall be fully protected by the Company in ~~lieu~~respect to any such action, determination or interpretation.

7.2 Designation of Subsidiary Corporations. The Board or Committee shall designate from among the Subsidiaries, as determined from time to time, the Subsidiary or Subsidiaries that shall constitute Designated Subsidiaries. The Board or Committee may designate a Subsidiary, or terminate the designation of a ~~meeting,~~Subsidiary, without the approval of the stockholders of the Company.

7.3 Reports. Individual accounts shall be ~~deemed~~maintained for each Participant in the ~~acts~~Plan. The Company shall provide each Participant whose Option is exercised with an information statement in accordance with Section 6039(a) of the ~~Administrator. To~~Code and the ~~greatest extent permitted by Applicable Law, each member~~regulations promulgated thereunder. The Company shall maintain a procedure for identifying certificates of shares of Stock sold upon the exercise of Options in accordance with Section 6039(b) of the Code.

~~Administrator~~7.4 ~~is entitled~~No Right to Employment. Nothing in ~~good faith, rely or act upon~~the Plan shall be construed to give any ~~report or other information furnished~~person (including any Participant) the right to ~~that member by any officer or other employee~~remain in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any ~~Affiliate~~,Subsidiary to terminate the ~~Company’s independent certified public accountants,~~employment of any person (including any Participant) at any time, with or ~~any executive compensation~~ without cause, which right is expressly reserved.

~~consultant~~7.5 ~~or other professional retained by the~~ ~~Company~~ ~~to assist in the administration~~Amendment, Suspension and Termination of the Plan.

~~11.4Authority of Administrator. Subject to any specific designation in the~~ ~~Plan and Applicable Law, the~~ ~~Administrator~~ ~~has the exclusive power, authority and sole discretion to:~~

~~(a)Designate~~ ~~Eligible Individuals~~ ~~to receive~~ ~~Awards~~;

~~(b)Determine the type or types of~~ ~~Awards~~ ~~to be granted to each~~ ~~Eligible Individual~~;

~~(c)Determine the number of~~ ~~Awards~~ ~~to be granted and the number of~~ ~~Shares~~ ~~to which an~~ ~~Award~~ ~~will relate;~~

~~(d)Determine the terms and conditions of any~~ ~~Award~~ ~~granted pursuant to the~~ ~~Plan, including, but not limited to, the exercise price, grant price, or purchase price, any~~ ~~performance criteria, any reload provision, any restrictions or limitations on the~~ ~~Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an~~ ~~Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an~~ ~~Award, based in each case on such considerations as the~~ ~~Administrator~~

(a) The Board may, in its sole discretion, ~~determines;~~

~~(e)Determine whether, to what extent, and under what circumstances an~~ ~~Award~~ ~~may be settled in,~~amend, suspend or terminate the ~~exercise price of an~~ ~~Award~~ ~~may be paid in cash,~~ ~~Shares, other~~ ~~Awards, or other property, or an~~ ~~Award~~ ~~may be canceled, forfeited, or surrendered;~~

~~(f)Prescribe the form of each~~ ~~Award Agreement, which need not be identical for each Participant;~~

~~(g)Decide all other matters that must be determined in connection with an~~ ~~Award~~;

~~(h)Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the~~ Plan;

~~(i)Interpret the terms of, and any matter arising pursuant to, the~~ ~~Plan, any~~ ~~Program~~ ~~or any~~ ~~Award Agreement~~;

(j)Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 12.2; and

~~(k)Make all other decisions and determinations that may be required pursuant to the~~ ~~Plan~~ ~~or as the~~ ~~Administrator~~ ~~deems necessary or advisable to administer the~~ ~~Plan~~.

~~11.5Decisions Binding. The~~ ~~Administrator’s interpretation of the~~ ~~Plan, any~~ ~~Awards~~ ~~granted pursuant to the~~ ~~Plan, any~~ ~~Program, any~~ ~~Award Agreement~~ ~~and all decisions and determinations by the~~ ~~Administrator~~ ~~with respect to the~~ ~~Plan~~ ~~are final, binding, and conclusive on all parties.~~

~~11.6Delegation of Authority. To the extent permitted by~~ ~~Applicable Law, the~~ ~~Board or Committee~~ ~~may from time to time delegate to a~~ ~~committee~~ ~~of one or more members of the~~ ~~Board~~ ~~or one or more officers of the~~ ~~Company~~ ~~the authority to grant or amend~~ ~~Awards~~ ~~or to take other administrative actions pursuant to this Article~~ 11; ~~provided~~, ~~however, that in no event shall an officer of the~~ ~~Company~~ ~~be delegated the authority to grant~~ ~~Awards~~ ~~to, or amend~~ ~~Awards~~ ~~held by, the following individuals:~~ ~~(a)~~ ~~individuals who are subject to Section~~ 16 ~~of the~~ ~~Exchange Act~~, ~~(b) Covered Employees with respect to Awards intended to constitute Performance-Based Compensation, or~~ ~~(c)~~ ~~officers of the~~ ~~Company~~ ~~(or~~ ~~Directors) to whom authority to grant or amend~~ ~~Awards~~ ~~has been delegated hereunder;~~ ~~provided~~, ~~further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under the Organizational Documents, Section~~ ~~162(m)~~ ~~of the~~ ~~Code and~~ ~~other Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the~~ ~~Board or Committee~~ ~~specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the~~ ~~Board or Committee, as applicable,~~ ~~may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section~~ ~~11.6~~ ~~shall serve in such capacity at the pleasure of the~~ ~~Board~~ ~~or the~~ ~~Committee, as applicable, and the Board or the Committee may abolish any committee~~ at any time and ~~re-vest in itself any previously delegated authority~~.

~~ARTICLE 12.~~

~~MISCELLANEOUS PROVISIONS~~

~~12.1Amendment, Suspension or Termination of the~~ ~~Plan~~.

~~(a)Except as otherwise provided in this Section~~ ~~12.1, the~~ ~~Plan~~ ~~may be wholly or partially amended or otherwise modified, suspended or terminated at any time or~~ from time to ~~time by the~~ ~~Board;~~ ~~provided~~ ~~that, except as~~time; provided, ~~in Section~~ ~~12.10~~ ~~hereof, no amendment, suspension or termination of the~~ ~~Plan~~ ~~shall, without the consent of the Participant, impair any rights or obligations under any~~ ~~Award~~ ~~theretofore granted or awarded, unless the~~ ~~Award~~ ~~itself otherwise expressly so provides.~~

~~(b) Notwithstanding Section 12.1(a) hereof, the Administrator may not, except as provided in Section 12.2 hereof, take any of the following actions~~however, that without approval of the ~~Company~~’sCompany’s stockholders given within twelve (12) months before or after ~~the~~ action by the ~~Administrator: (i)~~ Board, the Plan may not be amended to increase the ~~Share Limit or~~maximum number of Shares subject to the Plan; and provided further that without approval of the Company’s stockholders, the Plan may not be amended in any ~~Individual Award Limit~~, ~~(ii)~~ ~~reduce~~manner that would cause the ~~price per share of any outstanding~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~granted under~~

Plan to no longer be an “employee stock purchase plan” within the ~~Plan, or~~ ~~(iii)~~ ~~cancel any~~ ~~Option~~ or ~~Stock Appreciation Right~~ ~~in exchange for cash or another~~ ~~Award~~ ~~in violation~~meaning of Section ~~10.6~~ ~~hereof. Notwithstanding anything herein to the contrary, no Incentive Stock Option shall be granted under the Plan after January 26, 2026.~~

~~12.2Changes in~~ ~~Common Stock~~ ~~or Assets~~423(b) of the ~~Company, Acquisition or Liquidation~~Code (including without limitation extension of the ~~Company~~ ~~and Other Corporate Events~~.

~~(a)In the event of any stock dividend, stock split, combination or exchange of~~ ~~shares, merger, consolidation or other distribution (other than normal cash dividends) of~~ ~~Company~~ ~~assets to stockholders, or any other change affecting the~~ ~~shares~~ term of the ~~Company’s stock or the share price of the~~ ~~Company’s stock other than an~~ ~~Equity Restructuring, the~~ ~~Administrator~~ ~~may make equitable adjustments, if any, to reflect such change with respect to~~ ~~(i)~~ ~~the aggregate number and kind of~~ ~~shares~~ ~~that may be issued under the~~ ~~Plan~~ ~~(including, but not limited to, adjustments of the~~ ~~Share Limit and the Individual Award Limits~~); ~~(ii)~~ ~~the number and kind of~~ ~~Shares~~ ~~(or other securities or property) subject to outstanding~~ ~~Awards~~; ~~(iii)~~ ~~the terms and conditions of any outstanding~~ ~~Awards~~ ~~(including, without limitation, any applicable performance targets or criteria with respect thereto); and/or~~ ~~(iv)~~ ~~the grant or exercise price per share for any outstanding~~ ~~Awards~~ ~~under the~~ ~~Plan~~Plan). ~~Any adjustment affecting an~~ ~~Award~~ ~~intended as~~ ~~Performance-Based Compensation~~ ~~shall be made consistent with the requirements of Section~~ ~~162(m)~~ ~~of the~~ ~~Code~~ ~~unless otherwise determined by the~~ ~~Administrator~~.

~~(b)In the event of any transaction or event described in Section~~ ~~12.2(a)~~ ~~hereof or any unusual or nonrecurring transactions or events affecting the~~ ~~Company, any~~ ~~Affiliate, or the financial statements of the~~ ~~Company~~ ~~or any~~ ~~Affiliate, or of changes in Applicable Law or Applicable Accounting Standards, the~~ ~~Administrator, in its sole discretion, and~~ ~~on such terms and conditions as it~~ ~~deems appropriate, either by the terms of the~~ ~~Award~~ ~~or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the~~ ~~Administrator~~ ~~determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the~~ ~~Plan~~ ~~or with respect to any~~ ~~Award~~ ~~under the~~ ~~Plan, to facilitate such transactions or events or to give effect to such changes Applicable Law or Applicable Accounting Standards:~~

~~(i)To provide for~~ ~~the~~ ~~termination of any such~~ ~~Award~~ ~~in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such~~ ~~Award~~ ~~or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section~~ ~~12.2, the~~ ~~Administrator~~ ~~determines in good faith that no amount would have been attained upon the exercise of such~~ ~~Award~~ ~~or realization of the Participant’s rights, then such~~ ~~Award~~ ~~may be terminated by the~~ ~~Company~~ ~~without payment);~~

~~(ii)To provide that such~~ ~~Award~~ ~~be assumed by the successor or survivor corporation, or a~~ ~~parent~~ or ~~subsidiary~~ ~~thereof, or shall be substituted for by similar options, rights or~~ ~~awards~~ ~~covering the stock of the successor or survivor corporation, or a~~ ~~parent~~ or ~~subsidiary~~ ~~thereof, with appropriate adjustments as to the number and kind of~~ ~~shares~~ ~~and prices;~~

~~(iii)To make adjustments in the number and type of~~ ~~securities~~ ~~subject to outstanding~~ ~~Awards and Awards~~ ~~which~~No Option may be granted ~~in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable);~~

~~(iv)To provide that such~~ ~~Award~~ ~~shall be exercisable or payable or fully vested with respect to all~~ ~~securities~~ ~~covered thereby, notwithstanding anything to the contrary in the~~ ~~Plan~~ ~~or an applicable~~ ~~Program~~ or ~~Award Agreement~~;

~~(v)To replace such~~ ~~Award~~ ~~with other rights or property selected by the~~ ~~Administrator~~ ~~in its sole discretion; and/or~~

~~(vi)To provide that the~~ ~~Award~~ ~~cannot vest, be exercised or become payable after such event.~~

~~(c)In connection with the occurrence of~~during any~~Equity Restructuring, and notwithstanding anything to the contrary in Sections~~ ~~12.2(a)~~ ~~and 12.2(b) hereof:~~

~~(i)The number and type of securities subject to each outstanding~~ ~~Award~~ ~~and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or~~

~~(ii)The~~ ~~Administrator~~ ~~shall make such equitable adjustments, if any, as the~~ ~~Administrator~~ ~~in its discretion may deem appropriate to reflect such~~ ~~Equity Restructuring~~ ~~with respect to the aggregate number and kind of~~ ~~shares~~ ~~that may be issued under the~~ ~~Plan~~ ~~(including, but not limited to, adjustments to the~~ ~~Share Limit and~~ ~~the~~ ~~Individual Award Limits~~).

~~The adjustments provided under this Section~~ ~~12.2(c)~~ ~~shall be nondiscretionary and shall be final and binding on the affected Participant and the~~ ~~Company~~.

~~(d)Change in Control~~.

~~(i)Except as may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company (or an Affiliate) and a Participant, if a~~ ~~Change in Control occurs~~ and a Participant’s outstanding Awards are not continued, converted, assumed, or replaced by the surviving or successor entity in such Change in Control, then immediately prior to the Change in Control such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully vested and, as applicable, exercisable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse immediately prior to such transaction. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a specific time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of ~~time as~~suspension of the ~~Administrator, in its sole and absolute discretion, shall determine.~~Plan or after termination of the Plan. For the avoidance of doubt, ifwithout the ~~value~~approval of the Company’s stockholders and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Board or the Committee, as applicable, shall be entitled to change the terms of an ~~Award~~Offering, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that ~~is terminated~~amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Board or the Committee, as applicable, determines in ~~connection~~its sole discretion advisable which are consistent with ~~this~~the Plan and Section ~~12.2(d) is zero~~423 of the Code.

(b) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, to the extent permitted under Section 423 of the Code, in its discretion and, to the extent necessary or ~~negative~~desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) altering the Option Price for any Offering including an Offering underway at the time of ~~such Change~~the change in ~~Control, such Award~~Option Price;

(ii) shortening any Offering so that the Offering ends on a new Exercise Date, including an Offering underway at the time of the Administrator action; and

(iii) allocating Shares.

Such modifications or amendments shall not require stockholder approval or the consent of any Participant.

(c) Upon termination of the Plan, the balance in each Participant’s Plan Account shall be ~~terminated upon the Change in Control~~refunded as soon as practicable after such termination, without ~~payment~~any interest thereon.

7.6 Use of ~~consideration therefor.~~

~~(ii)If a Change in Control occurs with respect to which a Participant’s outstanding Awards are continued, converted, assumed or replaced~~Funds; No Interest Paid. All funds received by the ~~surviving or successor entity in such Change in Control and the Participant incurs a Qualifying Termination on or within 12 months following the date~~Company by reason of such Change in Control, each outstanding Award held by a Participant, other than any Award subject to performance-vesting, shall become fully vested (and, as applicable, exercisable) and all forfeiture restrictions thereon shall lapse upon such Qualifying Termination.

~~(e)The~~ ~~Administrator~~ ~~may, in its sole discretion, include such further provisions and limitations in any~~ ~~Award, agreement or certificate, as it may deem equitable and in the best interests~~purchase of ~~the~~ ~~Company~~ ~~that are not inconsistent with the provisions of the~~ ~~Plan~~.

~~(f)Unless otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of~~Shares under the Plan shall be ~~authorized to~~included in the extent it would (i) with respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, cause such Award to fail to so qualify as Performance-Based Compensation, (ii) cause the Plan to violate Section 422(b)(1)general funds of the ~~Code, (iii) result in short-swing profits liability under Section 16~~Company free of ~~the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iv) cause an Award to fail to be exempt from or comply with Section 409A of the Code.~~

~~(g)The existence of the~~ ~~Plan~~, any ~~Program, any~~ ~~Award Agreement~~ ~~and/or any~~ ~~Award~~ ~~granted hereunder shall not affect or restrict in any way the right or power of the~~ ~~Company,~~ ~~the stockholders of the~~ ~~Company or any Affiliate~~ ~~to make or authorize any adjustment, recapitalization, reorganization~~trust or other ~~change in~~restriction and may be used for any corporate purpose. No interest shall be paid to any Participant or credited under the Plan.

~~Company~~7.7 ~~’s or such Affiliate’s capital structure or its business, any merger or consolidation of the~~ ~~Company or any Affiliate, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the~~ ~~Common Stock, the securities of any Affiliate~~ ~~or the rights thereof or which are convertible into or exchangeable for~~ ~~Common Stock or securities of any Affiliate, or the dissolution or liquidation of the~~ ~~Company or any Affiliate, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.~~

~~(h)In the event of any pending stock dividend, stock split, combination or exchange of~~ ~~shares, merger, consolidation or other distribution (other than normal cash dividends) of~~ ~~Company~~ ~~assets to stockholders, or any other change affecting the~~ ~~Shares~~ ~~or the share price of the~~ ~~Common Stock~~ ~~including any~~ ~~Equity Restructuring, for reasons of administrative convenience, the~~ ~~Company~~ ~~in its sole discretion may refuse to permit the exercise of any~~ ~~Award~~ ~~during a period of up to thirty (30) days prior to the consummation of any such transaction.~~

~~12.3~~Term; Approval of by Stockholders. The Plan ~~by Stockholders. This~~ ~~Plan~~ shall be submitted for the approval of the ~~Company~~’sCompany’s stockholders within twelve (12) months after ~~January 27, 2016. Awards~~the date of the Board’s initial adoption of the Plan. Options may be granted ~~or awarded~~ prior to such stockholder ~~approval of this Plan;~~ approval; provided, however, that ~~no Shares~~such Options shall not be ~~issued upon the exercise, vesting, distribution or payment of any such Awards~~exercisable prior to the time when the Plan is approved by the ~~Company's~~ stockholders; ~~and,~~ provided, further, that if such approval has not been obtained atby the end of said ~~12-month~~twelve (12)-month period, all ~~Awards~~Options previously granted ~~or awarded~~ under the Plan ~~and subject to such stockholder approval~~ shall thereupon terminate and be canceled and become null and ~~void.~~

~~12.4~~void without being exercised.

~~No Stockholders Rights~~7.8 ~~. Except as otherwise provided herein or in an applicable Program or~~ ~~Award Agreement, a Participant shall have none of the rights of a stockholder with respect to~~ ~~Shares~~ ~~covered by any~~ ~~Award~~ ~~until the Participant becomes the record owner of such~~ ~~Shares~~.

~~12.5Paperless Administration. In the event that the~~ ~~Company~~ ~~establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of~~ ~~Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of~~ ~~Awards~~ ~~by a Participant may be permitted through the use of such an automated system.~~

~~12.6~~Effect of Upon Other Plans.~~Plan~~ ~~upon Other Compensation~~ ~~Plans~~. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent or any ~~Affiliate~~.Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any ~~Affiliate~~: Subsidiary (a) to establish any other forms of incentives or compensation for Employees, ~~Directors~~ or ~~Consultants~~ of the Company or any ~~Affiliate~~Parent or any Subsidiary or (b) to grant or assume ~~options or other rights or~~ ~~awards~~ Options otherwise than under the Plan in connection with any proper corporate purpose, including, ~~without~~but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, ~~partnership, limited liability~~ ~~company~~, firm or association.

~~12.7~~

~~Compliance with Laws~~7.9 ~~. The~~ ~~Plan~~Conformity to Securities Laws., Notwithstanding any other provision of the ~~granting and vesting of~~ ~~Awards~~ ~~under~~Plan, the Plan ~~the issuance and delivery of~~ ~~Shares~~ and the ~~payment of money under~~participation in the Plan ~~or under~~ ~~Awards~~ ~~granted or awarded hereunder are~~by any individual who is then subject to ~~compliance with all Applicable Law and to such approvals by any listing, regulatory or governmental authority as may, in~~Section 16 of the ~~opinion of counsel for the~~ ~~Company, be necessary or advisable in connection therewith. Any securities delivered under the~~ ~~Plan~~ Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule16b-3of the Exchange Act) that are requirements for the application of such ~~restrictions, and the person acquiring such securities shall, if requested by the~~ ~~Company, provide such assurances and representations to the~~ ~~Company~~ as

~~the~~ ~~Company~~ ~~may deem necessary or desirable to assure compliance with all Applicable Law.~~exemptive rule. To the extent permitted by ~~Applicable Law,~~applicable law, the Plan~~and~~ ~~Awards~~ ~~granted or awarded hereunder~~ shall be deemed amended to the extent necessary to conform to such ~~Applicable Law.~~applicable exemptive rule.

~~12.8~~

~~Titles and Headings, References to Sections~~7.10 Notice of Disposition of Shares. Each Participant shall give the ~~Code or Exchange Act. The titles and headings of the sections in the~~ ~~Plan~~ ~~are for convenience of reference only and, in the event~~Company prompt notice of any ~~conflict, the text of the~~ ~~Plan, rather than such titles or headings, shall control. References to sections of the~~ ~~Code~~ ~~or the~~ ~~Exchange Act~~ ~~shall include any amendment or successor thereto~~.

~~12.9Governing Law. The~~ ~~Plan~~ ~~and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the~~ ~~State of Delaware~~ ~~without regard to conflicts of laws thereof.~~

~~12.10Section~~ ~~409A~~. ~~To the extent that the~~ ~~Administrator~~ ~~determines that any~~ ~~Award~~ ~~granted under the~~ ~~Plan~~ ~~is subject to Section~~ ~~409A~~ ~~of the~~ ~~Code, the~~ ~~Plan, any applicable~~ ~~Program~~ ~~and the~~ ~~Award Agreement~~ ~~covering such~~ ~~Award~~ ~~shall be interpreted in accordance with Section~~ ~~409A~~ ~~of the~~ ~~Code. Notwithstanding any provision of the~~ ~~Plan~~ ~~to the contrary, in the event that the~~ ~~Administrator~~ ~~determines that any~~ ~~Award~~ ~~may be subject to Section~~ ~~409A~~ ~~of the~~ ~~Code, the~~ ~~Administrator~~ ~~may adopt such amendments to the~~ ~~Plan, any applicable~~ ~~Program~~ ~~and the~~ ~~Award Agreement~~ ~~or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the~~ ~~Administrator~~ ~~determines are necessary or appropriate to avoid the imposition of taxes on the~~ ~~Award~~ ~~under Section~~ ~~409A~~ ~~of the~~ ~~Code, either through compliance with the requirements of Section~~ ~~409A~~ ~~of the~~ ~~Code~~ ~~or with an available exemption therefrom,~~ ~~provided~~, ~~however~~, that this Section 12.10 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

~~12.11No Rights to~~ ~~Awards. No~~ ~~Eligible Individual~~ disposition or other ~~person shall have~~transfer of any ~~claim to be granted any~~ ~~Award~~ Shares acquired pursuant to the ~~Plan~~exercise of an Option if such disposition or transfer is made (a) within two~~, and neither~~

(2) years after the applicable Grant Date or (b) within one (1) year after the transfer of such Shares to such Participant upon exercise of such Option. The Company ~~nor the~~ ~~Administrator~~ ~~is obligated to treat~~ ~~Eligible Individuals, Participant~~s ormay direct that any ~~other persons uniformly.~~

~~12.12Unfunded Status of~~ ~~Awards. The~~ ~~Plan~~ ~~is intended to be an “unfunded”~~ ~~plan~~ ~~for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an~~ ~~Award, nothing contained in the~~ ~~Plan~~ ~~or any~~ ~~Program~~ or ~~Award Agreement~~ ~~shall give the Participant any rights that are greater than those of a general creditor of the~~ ~~Company~~ ~~or any~~ ~~Affiliate~~.

~~12.13Indemnification. To the extent allowable pursuant to Applicable Law and the Company’s charter and Bylaws, each member of the~~ ~~Board~~ ~~and any officer or other employee to whom authority to administer any component of the~~ ~~Plan~~ ~~is delegated shall be indemnified and held harmless by the~~ ~~Company~~ from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to actcertificates evidencing shares acquired pursuant to the Plan refer to such requirement.

7.11 ~~and against and~~Tax Withholding. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from ~~any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her;~~ ~~provided~~, ~~however, that he or she gives the~~ ~~Company~~ ~~an opportunity, at its own expense,~~other compensation payable to ~~handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive~~each Participant of any ~~other rights of indemnification~~sums required by federal, state or local tax law to ~~which such persons may~~ be ~~entitled pursuant to the~~ ~~Company’s Certificate of Incorporation~~ or ~~Bylaws, as a matter of law, or otherwise, or any power that the~~ ~~Company~~ ~~may have to indemnify them or hold them harmless.~~

~~12.14Relationship to other Benefits. No payment pursuant to the~~ ~~Plan~~ ~~shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit~~ ~~plan~~ ~~of the~~ ~~Company~~ ~~or any~~ ~~Affiliate~~ ~~except to the extent otherwise expressly provided in writing in such other~~ ~~plan~~ ~~or an agreement thereunder.~~

~~12.15Expenses. The expenses of administering the~~ ~~Plan~~ ~~shall be borne by the~~ ~~Company~~ ~~and its~~ ~~Affiliates~~.

~~Exhibit A~~

~~Integra Lifesciences Holdings Corporation Third Amended and Restated 2003 Equity Incentive Plan~~

~~INTEGRA LIFESCIENCES HOLDINGS CORPORATION~~
~~THIRD AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN~~

~~(EFFECTIVE AS OF May 22, 2015)~~

WHEREAS, Integra LifeSciences Holdings Corporation (the “Company”) desires to have the ability to award certain equity-based benefits to certain “Key Employees” and “Associates” (as defined below);

NOW, THEREFORE, the Integra LifeSciences Holdings Corporation Third Amended and Restated 2003 Equity Incentive Plan is hereby adopted under the following terms and conditions. This Plan amends and restates in its entirety the Integra LifeSciences Holdings Corporation Second Amended and Restated 2003 Equity Incentive Plan, as amended, which was initially adopted by the Board on April 7, 2010 and approved by the Company’s stockholders as of May 19, 2010.

~~1) Purpose.~~ The Plan is intended to provide a means whereby the Company may grant ISOs to Key Employees and may grant NQSOs, Restricted Stock, Stock Appreciation Rights, Performance Stock, Contract Stock, Dividend Equivalent Rights, Stock Payments and Other Incentive Awards to Key Employees and Associates. Thereby, the Company expects to attract and retain such Key Employees and Associates and to motivate them to exercise their best efforts on behalf of the Company and any Related Corporations and Affiliates.

~~2) Definitions~~

a) ~~“Affiliate”~~ ~~shall mean an entity in which the Company or a Related Corporation has a 50 percent or greater equity interest~~.

b) ~~“Associate”~~ ~~shall mean a designated nonemployee director, consultant or other person providing services to the Company, a Related Corporation or an Affiliate.~~

c) ~~“Award”~~ shall mean ISOs, NQSOs, Restricted Stock, Stock Appreciation Rights, Performance Stock, Contract Stock, Dividend Equivalent Rights, Stock Payments and/or Other Incentive Awards awarded by the Committee to a Participant.

d) ~~“Award Agreement”~~ ~~shall mean a written document evidencing the grant of an Award, as described in Section 10.1.~~

e) ~~“Board”~~ ~~shall mean the Board of Directors of the Company.~~

~~f) “Cause” shall mean,~~withheld with respect to any ~~Participant, “Cause” as defined~~purchase of Shares under the Plan or any sale of such shares.

7.12 Governing Law. The Plan and all rights and obligations thereunder shall be construed and enforced in ~~such Participant’s employment agreement or severance agreement~~accordance with the laws of the State of Delaware.

7.13 Notices. All notices or other communications by a Participant to the Company ~~if such an agreement exists and contains a definition~~under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof (including without limitation the Company’s stock plan administrator).

7.14 Conditions To Issuance of ~~Cause or, if no such agreement exists or such agreement does~~Shares.

(a) Notwithstanding anything herein to the contrary, the Company shall not ~~contain a definition of Cause, then Cause shall mean (i) the Participant’s neglect of duties or responsibilities that he or she is~~be required to ~~perform for~~issue or deliver any certificates or make any book entries evidencing Shares pursuant to the ~~Company or any willful failure~~exercise of an Option by ~~the~~a Participant, ~~to obey a lawful direction of~~unless and until the Board or the ~~Company; (ii)~~Committee has determined, with advice of counsel, that the ~~Participant’s engaging~~issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any ~~act of dishonesty, fraud, embezzlement, misrepresentation~~securities exchange or automated quotation system on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations or requirements.

(b) All certificates for Shares delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign securities or other ~~act of moral turpitude; (iii)~~laws, rules and regulations and the ~~Participant’s knowing violation~~rules of any ~~federal~~securities exchange or ~~state law~~automated quotation system on which the Shares are listed, quoted or ~~regulation~~traded. The Committee may place legends on any certificate or book entry evidencing Shares to reference restrictions applicable to the ~~Company’s business; (iv)~~Shares.

(c) The Committee shall have the ~~Participant’s material breach of~~right to require any confidentiality, non-compete agreement or invention assignment agreement or any other material agreement between the Participant and the Company; (v) the Participant’s conviction of, or plea of nolo contendere to, any felony or crime of moral turpitude which conviction or plea is materially and demonstrably injurious to the Company or any of its subsidiaries; (vi) failure by the Participant to comply with any timing or other restrictions with respect to the ~~Company’s material written policies~~settlement, distribution or ~~rules; or (vii) the Participant’s act or omission~~exercise of any Option, including a window-period limitation, as may be imposed in the ~~course of his or her employment which constitutes gross negligence or willful misconduct.~~

g) ~~“Code”~~ ~~shall mean the Internal Revenue Code of 1986, as amended.~~

~~h) “Committee”~~ ~~shall mean the Company’s Compensation Committee~~sole discretion of the ~~Board, which shall consist solely~~Committee.

(d) Notwithstanding any other provision of ~~not fewer than two directors~~the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Option, record the issuance of Shares in the books of the Company ~~who shall be appointed by,~~(or, as applicable, its transfer agent or stock plan administrator).

7.15 Equal Rights and ~~serve at the pleasure of, the Board (taking into consideration the rules under section 16(b) of the Exchange Act and the requirements of section 162(m) of the Code).~~

~~i) “Company”~~ ~~shall mean Integra LifeSciences Holdings Corporation, a Delaware corporation.~~

j) ~~“Contract Date”~~ ~~shall mean the date specified in the Award Agreement on which a Participant is entitled to receive Contract Stock.~~

~~k) “~~Privileges.~~Contract Stock”~~ ~~shall mean an Award that entitles the recipient to receive unrestricted Shares, without payment, as of a future date specified in the Award Agreement.~~

l) ~~“Disability”~~ ~~shall mean separation from service as a result of “permanent and total disability,” as defined in section 22(e)(3) of the Code.~~

m) ~~“Dividend Equivalent Right”~~ shall mean an Award that entitles the recipient to receive a benefit in lieu of cash dividends that would have been payable on any or all Shares subject to another Award granted to the Participant had such Shares been outstanding.

n) ~~“Exchange Act”~~ ~~shall mean the Securities Exchange Act of 1934, as amended.~~

o) ~~“Fair Market Value”~~ ~~shall mean the following, arrived at by a good faith determination of the Committee:~~

i) if there are sales of Shares on a national securities exchange or in an over-the-counter market on the date of grant (or on such other date as value must be determined), then the quoted closing price on such date; or

ii) if there are no such sales of Shares on the date of grant (or on such other date as value must be determined), then the quoted closing price on the last preceding date for which such quotation exists; or

iii) if the Shares are not listed on an established securities exchange or over-the-counter market system on the date of grant, but the Shares are regularly quoted by a recognized securities dealer, then the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists; or

~~iv) if paragraphs (i) through (iii) above are not applicable, then such other method of determining fair market value as shall be adopted by the Committee.~~

~~p) “Good Reason” shall mean,~~ Except with respect to ~~any Participant, “Good Reason” as defined in an employment, severance or applicable award agreement between such Participant and~~sub-plans designed to be outside the ~~Company if such an agreement exists and contains a definition~~scope of Good Reason or, if no such agreement exists or such agreement does not contain a definition of Good Reason, then Good Reason shall mean, without the express written consent of the Participant, the occurrence of any of the following:

(i) a material diminution in the Participant’s authority, duties or responsibilities or the assignment of duties to the Participant that are materially inconsistent with the Participant’s position with the Company;

~~(ii) a material reduction in the Participant’s base salary; or~~

(iii) a change in the geographic location at which the Participant must perform services to a location more than fifty miles from the location at which the Participant normally performs such services as of the date of grant of the award, provided, that the Participant’s resignation shall only constitute a resignation for Good Reason if (x) the Participant provides the Company with a notice of termination for Good Reason within thirty days after the initial existence of the facts or circumstances constituting Good Reason, (y) the Company has failed to cure such facts or circumstances within thirty days after receipt of the notice of termination, and (z) the date of termination occurs no later than sixty days after the initial occurrence of the facts or circumstances constituting Good Reason.

q) ~~“ISO”~~ ~~shall mean an Option which, at the time such Option is granted under the Plan, qualifies as an incentive stock option within the meaning of section 422~~Section 423 of the Code, ~~unless the Award Agreement states that the Option will not be treated as an ISO.~~

r) ~~“Key Employee”~~ ~~shall mean an officer, executive, or managerial or nonmanagerial employee~~all Eligible Employees of the Company ~~a Related Corporation, or an Affiliate.~~

s) ~~“More-Than-10-Percent Stockholder”~~ (or of any Designated Subsidiary) shall mean any person who at the time of grant owns, directly or indirectly, or is deemed to own by reason of the attribution rules of section 424(d) of the Code, Shares possessing more than 10 percent of the total combined voting power of all classes of Shares of the Company or of a Related Corporation.

t) ~~“NQSO”~~ shall mean an Option that, at the time such Option is granted to a Participant, does not meet the definition of an ISO, whether or not it is designated as a nonqualified stock option in the Award Agreement.

u) ~~“Option”~~ ~~is an Award entitling the Participant on exercise thereof to purchase Shares at a specified exercise price.~~

~~v) “Other Incentive Award” is an Award~~ ~~denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 7.8 hereof.~~

w) ~~“Participant”~~ ~~shall mean a Key Employee or Associate who has been granted an Award~~have equal rights and privileges under ~~the Plan.~~

x) ~~“Performance Stock”~~ ~~shall mean an Award that entitles the recipient to receive Shares, without payment, following the attainment of designated Performance Goals.~~

y) ~~“Performance Goals”~~ ~~shall mean goals deemed by the Committee to be important~~this Plan to the success of the Company or any of its Related Corporations or Affiliates. The Committee shall establish the specific measures for each such goal at the time an Award of Performance Stock is granted. In creating these measures, the Committee shall use one or more of the following business criteria with respect to (A) the Company, any of its Related Corporations or Affiliates, (B) the Company’s, a Related Corporation’s or an Affiliate’s worldwide operations, regional operations, country specific operations and/or subsidiaries, business units, affiliates, corporations, divisions, groups, functions or employees and/or (C) the Company’s, a Related Corporation’s or an Affiliate’s brands, groups of brands or specific brands: return on assets; return on net assets; asset turnover; return on equity; return on capital; working capital; market price appreciation of Shares; price per Share; economic value or economic value added; total stockholder return; earnings before interest, taxes, depreciation and amortization; adjusted earnings before interest, taxes, depreciation and amortization; revenue (including gross revenue or net revenue); revenue growth; net income; adjusted net income; pre-tax income; profitability; gross or net profit; profitability growth; operating profit; earnings per share; adjusted earnings per share; operating earnings; operating profit margin; net income margin; gross or net sales; return on sales; sales margin; sales-related goals; cash flow; free cash flow; operating cash flow; year-end cash; market share; asset turnover; inventory turnover; sales growth; cost improvements; costs or expenses; regulatory body approval for commercialization of a product; research and development achievements; implementation of critical projects; capacity utilization; mergers and acquisition integration; financial and other capital-raising transactions; increase in customer base; customer retention; customer satisfaction and/or growth; employee satisfaction; recruiting and maintaining personnel; environmental health and safety; diversity; and/or quality. The business criteria may be expressed in absolute terms ~~or as compared to any incremental increase or decrease or as compared to results of other companies or to market performance indicators or indices~~.

z) ~~“Plan”~~ ~~shall mean the Integra LifeSciences Holdings Corporation Third Amended and Restated 2003 Equity Incentive Plan, as set forth herein and as it may be amended from time to time.~~

~~aa) “Qualifying Termination~~” shall mean a termination of a Participant’s service (i) by the Company without Cause or (ii) with respect to a Participant who is a member of the Company’s Executive Leadership Team and/or a Participant who is party to an employment, severance or applicable award agreement that contains a definition of Good Reason, by the Participant for Good Reason.

~~bb)~~ ~~“Related Corporation”~~ ~~shall mean either a “subsidiary corporation” of the Company (if any), as defined in section 424(f)~~extent required under Section 423 of the Code or the ~~“parent corporation”~~regulations promulgated thereunder so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the ~~Company (if any), as defined in section 424(e)~~Code or the Treasury Regulations thereunder. Any provision of this Plan that is inconsistent with Section 423 of the ~~Code.~~

~~cc)~~ ~~“Restricted Stock”~~ Code or the Treasury Regulations thereunder shall, ~~mean an Award that grants the recipient Shares at no cost but subject to whatever restrictions are determined~~without further act or amendment by the ~~Committee.~~

~~dd)~~ ~~“Securities Act”~~ ~~shall mean the Securities Act of 1933, as amended.~~

~~ee)~~ ~~“Shares”~~ ~~shall mean shares of common stock of the~~ Company ~~par value $0.01 per share.~~

~~ff)~~ ~~“Stock Appreciation Right”~~ shall mean an Award entitling the recipient on exercise to receive an amount, in cash or Shares or a combination thereof (such form to be determined by the Committee), determined in whole or in part by reference to appreciation in Share value.

~~gg) “Stock Payment~~” ~~shall mean a payment in the form of Shares awarded under Section 7.7 hereof.~~

~~3. Administration~~

a) The Plan shall be administered by the Committee. Each member of the Committee, while serving as such, shall be deemed to be acting in his or her capacity as a director of the Company. Acts approved by a majority of the members of the Committee at which a quorum is present, or acts without a meeting reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Any authority of the Committee may be delegated either by the Committee or the Board, ~~to a committee of the Board or any other Plan administrator, but only to the extent such delegation complies with the requirements of~~ s~~ection 162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or as required by any other applicable rule or regulation.~~

~~b) The Committee shall have the authority:~~

~~i) to select the Key Employees and Associates to~~ be ~~granted Awards under the Plan and to grant such Awards at such time or times as it may choose;~~

~~ii) to determine the type and size of each Award, including the number of Shares subject to the Award;~~

~~iii) to determine the terms and conditions of each Award;~~

iv) to amend an existing Award in whole or in part (including the extension of the exercise period for any NQSO), subject to the requirements set forth in subsection (c) below, and except that, without the consent of the Participant holding the Award, the Committee shall not take any action under this clause if such action would adversely affect the rights of such Participant;

~~v) to adopt, amend and rescind rules and regulations for the administration of the Plan;~~

~~vi) to interpret the Plan and decide any questions and settle any controversies that may arise in connection with it; and~~

~~vii) to adopt such modifications, amendments, procedures, sub-plans and the like, which may be inconsistent with the provisions of the Plan, as may be necessary~~reformed to comply with the ~~laws~~equal rights and ~~regulations~~privileges requirement of ~~other countries~~Section 423 of the Code or the Treasury Regulations thereunder.

* * * * * *

APPENDIX B

FIRST AMENDMENT TO THE

SEASPINE HOLDINGS CORPORATION

2015 EMPLOYEE STOCK PURCHASE PLAN

This First Amendment (this “Amendment”) to the SeaSpine Holdings Corporation 2015 Employee Stock Purchase Plan (as amended to date, the “Plan”), dated as of November 2, 2018, is made and adopted by SeaSpine Holdings Corporation (the “Company”), a Delaware corporation. Defined terms used herein without definition shall have the meanings given to such terms in ~~which~~ the ~~Company and its Related Corporations and Affiliates operate in order to assure the viability~~Plan.

1.Section 5.1 of ~~Awards granted under~~ the Plan is hereby amended to ~~individuals~~read as follows:

5.1Common Stock Reserved. Subject to adjustment as provided in ~~such other countries.~~

~~Such determinations and actions~~Section 5.2 hereof, the maximum number of ~~the Committee, and all other determinations and actions of the Committee~~Shares that shall be made ~~or taken~~available for sale under ~~authority granted by any provision of~~ the Plan shall be conclusive and shall bind all parties. Nothing in this subsection (b) shall be construed as limiting the power of the Board or the Committee to make the adjustments described in Sections 8.3 and 8.4.

c) Notwithstanding the foregoing, without approval of the Company’s stockholders, no action of the Committee may, except as provided in Section 8.3 or Section 8.4, (i) reduce the exercise price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (ii) cancel any Option or Stock Appreciation Right in exchange800,000 Shares. Shares made available for ~~cash or another Award when the Option or Stock Appreciation Right exercise price per share exceeds the Fair Market Value of the underlying Shares.~~

~~4. Effective Date and Term of Plan~~

a) ~~Effective Date.~~ This Third Amended and Restated 2003 Equity Incentive Plan, having been adopted by the Board on April 2, 2015, is subject to the approval of the stockholders of the Company in accordance with Section 9(b), and shall become effective on the date on which such approval is obtained.

b) ~~Term of Plan.No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10~~^th) anniversary of the date of its adoption (the “Expiration Date”). Any Awards that are outstanding on the Expiration Date, or the date of termination of the Plan (if earlier), shall remain in force according to the terms of the Plan and the applicable Award Agreement.

~~5. Shares Subject to the Plan.~~ The aggregate number of Shares that may be delivered under the Plan is 6,500,000. Further, no Key Employee shall receive Awards for more than 1,000,000 Shares in the aggregate during any calendar year under the Plan. However, the limits in the preceding two sentences shall be subject to the adjustment described in Sections 8.3 and 8.4. Shares deliveredsale under the Plan may be authorized but unissued ~~Shares,~~shares, treasury ~~Shares~~shares of Common Stock or reacquired ~~Shares, and the Company may purchase Shares required~~shares reserved for ~~this purpose, from time to time, if it deems such purchase to be advisable. Any~~

Shares still subject to an Option which expires or otherwise terminates for any reason whatsoever (including, without limitation, the surrender thereof) without having been exercised in full, any Shares that are still subject to an Award that is forfeited, any Shares withheld for the payment of taxes with respect to an Award, and the Shares subject to an Award which is payable in Shares or cash and that is satisfied in cash rather than in Shares shall continue to be available for Awards under the Plan.

~~6. Eligibility.~~ The class of individuals who shall be eligible to receive Awards under the Plan shall be the Key Employees (including any directors of the Company who are also officers or Key Employees) and the Associates. More than one Award may be granted to a Key Employee or Associateissuance under the Plan.

~~7. Types of Awards~~

~~7.1~~

~~Options~~

a) ~~Kinds of Options.~~2. Both ISOs and NQSOs may be granted by the Committee under the Plan. However, ISOs may only be granted to Key Employees of the Company or of a Related Corporation. NQSOs may be granted to both Key Employees and Associates. Once an ISO has been granted, no action by the Committee that would cause the Option to lose its status as an ISO under the Code will beThis Amendment was effective ~~without the consent of the Participant holding the Option.~~

b) ~~$100,000 Limit.~~ The aggregate Fair Market Value of the Shares with respect to which ISOs are exercisable for the first time by a Key Employee during any calendar year (counting ISOs under this Plan and under any other stock option plan of the Company or a Related Corporation) shall not exceed $100,000. If an Option intended as an ISO is granted to a Key Employee and the Option may not be treated in whole or in part as an ISO pursuant to the $100,000 limit, the Option shall be treated as an ISO to the extent it may be so treated under the limit and as an NQSO as to the remainder. For purposes of determining whether an ISO would cause the limit to be exceeded, ISOs shall be taken into account in the order granted. The annual limits set forth above for ISOs shall not apply to NQSOs.

c) ~~Exercise Price.~~ ~~The exercise price of an Option shall be determined by the Committee, subject to the following:~~

i) The exercise price of an ISO shall not be less than the greater of (A) 100 percent (110 percent in the case of an ISO granted to a More-Than-10-Percent Stockholder) of the Fair Market Value of the Shares subject to the Option, determined as of ~~the time the Option is granted, or (B) the par value per Share.~~

ii) The exercise price of an NQSO shall not be less than the greater of (A) 100 percent of the Fair Market Value of the Shares subject to the Option, determined as of the time the Option is granted, or (B) the par value per Share.

d) ~~Term of Options.~~ The term of each Option may not be more than 10 years (five years, in the case of an ISO granted to a More-Than-10-Percent Stockholder) from the date the Option was granted, or such earlier date as may be specified in the Award Agreement.

e) ~~Exercise of Options.~~ An Option shall become exercisable at such time or times (but not less than three months from the date of grant), and on such conditions, as the Committee may specify. The Committee may at any time and from time to time accelerate the time at which all or any part of the Option may be exercised. Any exercise of an Option must be in writing, signed by the proper person, and delivered or mailed to the Company, accompanied by (i) any other documents required by the Committee and (ii) payment in full in accordance with subsection (f) below for the number of Shares for which the Option is exercised (except that, in the case of an exercise arrangement approved by the Committee and described in subsection (f)(iii) or subsection (f)(iv) below, payment may be made as soon as practicable after the exercise). Only full shares shall be issued under the Plan, and any fractional share that might otherwise be issuable upon exercise of an Option granted hereunder shall be forfeited.

f) ~~Payment for Shares.~~ ~~Shares purchased on the exercise of an Option shall be paid for as follows:~~

~~i) in cash or by check (acceptable to the Committee), bank draft, or money order payable to the order of the Company;~~

ii) in Shares previously acquired by the Participant; provided, however, that if such Shares were acquired through the exercise of an NQSO and are used to pay the Option price of an ISO, or if such Shares were acquired through the exercise of an ISO or an NQSO and are used to pay the Option price of an NQSO, such Shares have been held by the Participant for such period of time, if any, as required to avoid negative accounting consequences;

iii) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option; or

iv) to the extent that the applicable Award Agreement so provides or the Committee otherwise determines, in Shares issuable pursuant to the exercise of an NQSO or otherwise withheld in a net settlement of an NQSO; or

~~v) by any combination of the above-listed forms of payment.~~

In the event the Option price is paid, in whole or in part, with Shares, the portion of the Option price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Shares surrendered or withheld in payment of such Option price.

~~7.2.~~ ~~Stock Appreciation Rights~~

a) ~~Grant of Stock Appreciation Rights.~~ ~~Stock Appreciation Rights may be granted to a Key Employee or Associate by the Committee. Stock Appreciation Rights may be granted in tandem with, or independently of,~~November 2, 2018, but no Options granted under the Plan. A Stock Appreciation Right granted in tandem with an Option that is not an ISO may be granted either at or after the time the Option is granted. A Stock Appreciation Right granted in tandem with an ISO may be granted only at the time the ISO is granted.

b) ~~Nature of Stock Appreciation Rights.~~ A Stock Appreciation Right entitles the Participant to receive, with respect to each Share as to which the Stock Appreciation Right is exercised, the excess of the Share’s Fair Market Value on the date of exercise over its Fair Market Value on the date the Stock Appreciation Right was granted. Such excess shall be paid in cash, Shares, or a combination thereof, as determined by the Committee.

c) ~~Rules Applicable to Tandem Awards.~~ When Stock Appreciation Rights are granted in tandem with Options, the number of Stock Appreciation Rights granted to a Participant that shall be exercisable during a specified period shall not exceed the number of Shares that the Participant may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the Stock Appreciation Right relating to the Shares covered by such Option will terminate. Upon the exercise of a Stock Appreciation Right, the related Option will terminate to the extent of an equal number of Shares. The Stock Appreciation Right will be exercisable only at such time or times, and to the extent, that the related Option is exercisable and will be exercisable in accordance with the procedure required for exercise of the related Option. The Stock Appreciation Right will be transferable only when the related Option is transferable, and under the same conditions. A Stock Appreciation Right granted in tandem with an ISO may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the exercise price of such ISO.

d) ~~Exercise of Independent Stock Appreciation Rights.~~ A Stock Appreciation Right not granted in tandem with an Option shall become exercisable at such time or times, and on such conditions, as the Committee may specify in the Award Agreement. The Committee may at any time accelerate the time at which all or any part of the Stock Appreciation Right may be exercised. Any exercise of an independent Stock Appreciation Right must be in writing, signed by the proper person, and delivered or mailed to the Company, accompanied by any other documents required by the Committee.

e) ~~Term of Stock Appreciation Rights.~~ ~~The term of each Stock Appreciation Right may not be more than 10 years from the date the Stock Appreciation Right was granted, or such earlier date as may be specified in the Award Agreement.~~

~~7.3.~~ ~~Restricted Stock~~

a) ~~General Requirements.~~ ~~Restricted Stock may be issued or transferred to a Key Employee or Associate (for no cash consideration), to the extent permitted by applicable law.~~

b) ~~Rights as a Stockholder.~~ ~~Unless the Committee determines otherwise, a Key Employee or Associate who receives Restricted Stock shall have certain rights of a stockholder~~Plan with respect to the ~~Restricted Stock, including voting and dividend rights, subject~~increase to the restrictions described in subsection (c) below and any other conditions imposed by the Committee at the time of grant. Unless the Committee determines otherwise, certificates evidencing shares of Restricted Stock will remain in the possession of the Company until such Shares are free of all restrictions under the Plan.

c) ~~Restrictions.~~ Except as otherwise specifically provided by the Plan, Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of, and if the Participant ceases to provide services to any of the Company and its Related Corporations and Affiliates for any reason, must be forfeited to the Company. These restrictions will lapse at such time or times, and on such conditions, as the Committee may specify in the Award Agreement. Upon the lapse of all restrictions, the Shares will cease to be Restricted Stock for purposes of the Plan. The Committee may at any time accelerate the time at which the restrictions on all or any part of the Shares will lapse.

d) ~~Notice of Tax Election.~~ Any Participant making an election under section 83(b) of the Code for the immediate recognition of income attributable to an Award of Restricted Stock must provide a copy thereof to the Company within 10 days of the filing of such election with the Internal Revenue Service.

~~7.4.~~ ~~Performance Stock; Performance Goals~~

a) ~~Grant.~~ ~~The Committee may grant Performance Stock to any Key Employee or Associate, conditioned upon the meeting of designated Performance Goals. The Committee shall determine~~ the number of ~~Shares of Performance Stock to be granted.~~

b) ~~Performance Period and Performance Goals.~~ ~~When Performance Stock is granted, the Committee shall establish the performance period during which performance shall be measured, the Performance Goals, and such other conditions~~shares of the ~~Award as the Committee deems appropriate.~~

c) ~~Delivery of Performance Stock.~~ At the end of each performance period, the Committee shall determine to what extent the Performance Goals and other conditions of the Award have been met and the number of Shares, if any, to be delivered with respect to the Award.

~~7.5. Contract~~Company’s Common Stock

a) ~~Grant.~~ The Committee may grant Contract Stock to any Key Employee or Associate, conditioned upon the Participant’s continued provision of services to the Company and its Related Corporations and Affiliates through the vesting date(s) specified in the Award Agreement. The Committee shall determine the number of Shares of Contract Stock to be granted.

b) ~~Contract Date.~~ ~~When Contract Stock is granted, the Committee shall establish the Contract Date on which the Contract Stock shall be delivered to the Participant.~~

c) ~~Delivery of Contract Stock.~~ To the extent that the Participant has satisfied the vesting conditions as of the Contract Date, the Committee shall cause the Contract Stock to be delivered to the Participant in accordance with the terms of the Award Agreement.

~~7.6.~~ ~~Dividend Equivalent Rights.~~ ~~The Committee may provide~~ available for payment to a Key Employee or Associate of Dividend Equivalent Rights, either currently or in the future, or for the investment of such Dividend Equivalent Rights on behalf of the Participant; provided, however, that (i) Dividend Equivalent Rights may not be granted to Participants in connection with grants of Options or Stock Appreciation Rights and (ii) except to the extent otherwise provided in Award Agreements entered into prior to April 1, 2009, no Dividend Equivalent Right payments shall be made to a Participant with respect to any Award or part thereof prior to the date on which all performance vesting conditions relating to such Award or part thereof have been satisfied, waived or lapsed.

~~7.7~~ ~~Stock Payments~~. ~~The Committee is authorized to make one or more Stock Payments to any~~ ~~Key Employee or Associate~~. The number or value of Shares of any Stock Payment shall be determined by the Committee and may be based upon one or more Performance Goals or any other specific criteria, including service to the Company or any Related Corporation, determined by the Committee. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such ~~Key Employee or Associate~~.

~~7.8~~ ~~Other Incentive Awards. The Committee is authorized to grant Other Incentive Awards to~~ ~~any Key Employee or Associate~~, which Awards may cover Shares or the right to purchase or receive Shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return, in each case, on a specified date or dates or over any period or periods determined by the Committee. Other Incentive Awards may be linked to any one or more of the Performance Goals or other specific performance criteria determined appropriate by the Committee.

~~8. Events Affecting Outstanding Awards~~

~~8.1.~~ ~~Termination of Service (Other Than by Death or Disability).~~ ~~If a Participant ceases to provide services to the Company and its Related Corporations and Affiliates for any reason other than death or Disability, as the case may be, the following shall apply:~~

a) Except as otherwise determined by the Committee, all Options and Stock Appreciation Rights held by the Participant that were not exercisable immediately prior to the Participant’s termination of service shall terminate at that time. Any Options or Stock Appreciation Rights that were exercisable immediately prior to the termination of service will continue to be exercisable for six months (or for such longer period as the Committee may determine), and shall thereupon terminate, unless the Award Agreement provides by its terms for immediate termination or for termination in less than six months in the event of termination of service.

In no event, however, shall an Option or Stock Appreciation Right remain exercisable beyond the latest date on which it could have been exercised without regard to this Section. For purposes of this subsection (a), a termination of service shall not be deemed to have resulted by reason of a sick leave or other bona fide leave of absence approved for purposes of the Plan by the Committee.

b) Except as otherwise determined by the Committee, all Restricted Stock held by the Participant at the time of the termination of service must be transferred to the Company (and, in the event the certificates representing such Restricted Stock are held by the Company, such Restricted Stock shall be so transferred without any further action by the Participant), in accordance with Section 7.3.

c) Except as otherwise determined by the Committee, all Performance Stock, Other Incentive Awards, Contract Stock, and Dividend Equivalent Rights to which the Participant was not irrevocably entitled prior to the termination of service shall be forfeited and the Awards canceled as of the date of such termination of service.

~~8.2.~~ ~~Death or Disability.~~ ~~If a Participant dies or incurs a Disability, the following shall apply:~~

a) Except as otherwise determined by the Committee, all Options and Stock Appreciation Rights held by the Participant immediately prior to death or Disability, as the case may be, to the extent then exercisable, may be exercised by the Participant or by the Participant’s legal representative (in the case of Disability), or by the Participant’s executor or administrator or by the person or persons to whom the Option or Stock Appreciation Right is transferred by will or the laws of descent and distribution, at any time within the one-year period ending with the first anniversary of the Participant’s death or Disability (or such shorter or longer period as the Committee may determine), and shall thereupon terminate. In no event, however, shall an Option or Stock Appreciation Right remain exercisable beyond the latest date on which it could have been exercised without regard to this Section. Notwithstanding the foregoing, except as otherwise determined by the Committee, in the event of a Participant’s death or Disability, all outstanding Options and Stock Appreciation Rights held by a Participant (other than Participants in France) immediately prior to such death or Disability shall vest and become exercisable in full.

b) Except as otherwise determined by the Committee, all Restricted Stock held by the Participant at the date of death or Disability, as the case may be, must be transferred to the Company (and, in the event the certificates representing such Restricted Stock are held by the Company, such Restricted Stock shall be so transferred without any further action by the Participant), in accordance with Section 7.3. Notwithstanding the foregoing, except as otherwise determined by the Committee, in the event of a Participant’s death or Disability, all restrictions on such Participant’s Restricted Stock granted on or after May 17, 2012 (other than Restricted Stock granted to Participants in France) shall lapse and such Restricted Stock shall become vested Shares.

c) Except as otherwise determined by the Committee, all Performance Stock, Other Incentive Awards, Contract Stock, and Dividend Equivalent Rights to which the Participant was not irrevocably entitled prior to death or Disability, as the case may be, shall be forfeited and the Awards canceled as of the date of death or Disability.

~~8.3.~~ ~~Capital Adjustments.~~ ~~The maximum number of Shares that may be delivered~~sale under the Plan ~~and the maximum number of Shares with respect to which Awards may be granted to any Key Employee or Associate~~ under the Plan, both as stated in Section 5, and the number of Shares issuable upon the exercise or vesting of outstanding Awards under the Plan (as well as the exercise price per Share under outstanding Options or Stock Appreciation Rights),Amendment shall be ~~proportionately adjusted, as may be deemed appropriate by~~exercised unless and until the Committee, to reflect any increase or decrease in the number of issued Shares resulting from a subdivision (share-split), consolidation (reverse split), stock dividend, or similar change in the capitalization of the Company.

~~8.4.~~ ~~Certain Corporate Transactions~~

a) In the event of a corporate transaction (as, for example, a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation), each outstanding Award shall be assumed by the surviving or successor entity; provided, however, that in the event of a proposed corporate transaction, the Committee may terminate all or a portion of any outstanding Award, effective upon the closing of the corporate transaction, if it determines that such termination is in the best interests of the Company. If the Committee decides to terminate outstanding Options or Stock Appreciation Rights, the Committee shall give each Participant holding an Option or Stock Appreciation Right to be terminated not less than seven days’ notice prior to any such termination, and any Option or Stock Appreciation Right that is to be so terminated may be exercised (if and only to the extent that it is then exercisable) up to, and including the date immediately preceding such termination. Further, subject to Section 8.6 below, the Committee, in its discretion, may (i) accelerate, in whole or in part, the date on which any or all Options and Stock Appreciation Rights become exercisable, (ii) remove the restrictions from outstanding Restricted Stock, (iii) cause the delivery of any Performance Stock, even if the associated Performance Goals have notAmendment has been met, (iv) cause the delivery of any Contract Stock, even if the Contract Date has not been reached, and/or Other Incentive Awards; and/or (v) cause the payment of any Dividend Equivalent Rights. The Committee also may, in its discretion, change the terms of any outstanding Award to reflect any such corporate transaction, provided that, in the case of ISOs, such change would not constitute a “modification” under section 424(h) of the Code, unless the Participant consents to the change.

b) With respect to an outstanding Award held by a Participant who, following the corporate transaction, will be employed by or otherwise providing services to an entity which is a surviving or acquiring entity in such transaction or an affiliate of such an entity, the Committee may, in lieu of the action described in subsection (a) above, arrange to have such surviving or acquiring entity or affiliate grant to the Participant a replacement award which, in the judgment of the Committee, is substantially equivalent to the Award.

~~8.5~~. ~~Change in Control. Notwithstanding any other provision of this Plan and subject to Section 8.6 below:~~

a) (i) With respect to Awards granted under the Plan prior to January 1, 2013, all outstanding Options and all Stock Appreciation Rights shall become fully vested and exercisable, all Performance Stock and all Dividend Equivalent Rights shall become fully vested, all Contract Stock shall become immediately payable, and all restrictions shall be removed from any outstanding Restricted Stock, upon a Change in Control; and

(ii) To the extent allowed under applicable law or regulatory filings or unless otherwise determined by the Committee, with respect to Awards granted under the Plan on or after to January 1, 2013, in the event that a Change in Control occurs and the Participant incurs a Qualifying Termination on or within twelve (12) months following the date of such Change in Control, each outstanding Award held by a Participant, other than any Award subject to performance-vesting, shall become fully vested (and, as applicable, exercisable) and all forfeiture restrictions thereon shall lapse upon such Qualifying Termination.”

b) ~~“Change in Control”~~ ~~shall mean:~~

i) An acquisition (other than directly from the Company) of any voting securities of the Company (“Voting Securities”) by any “Person” (as such term is used for purposes of section 13(d) or 14(d) of the Exchange Act) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or more of the combined voting power of all the then outstanding Voting Securities, other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or an affiliate thereof, or any corporation owned, directly or indirectly,approved by the stockholders of the Company ~~in substantially~~within twelve (12) months after the same proportions as their ownership of stock of the Company; provided, however, that any acquisition from the Company or any acquisition pursuant to a transaction which complies with paragraph (iii)(A) and (B) below shall not be a Change in Control under this paragraph (i);

ii) The individuals who, as of March 1, 2003, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for electiondate Amendment was adopted by the ~~stockholders, of~~Board. In the event such approval is not obtained, this Amendment, and any new director was approved by a vote of at least two-thirds of the members of the Board who constitute Incumbent Board members, such new directors shall for all purposes be considered as members of the Incumbent Board as of March 1, 2003, provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgatedOptions granted under ~~the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on~~

~~behalf of a Person other than the Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;~~

iii) consummation by the Company of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of (I) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (II) if applicable, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly, by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities; and (B) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination;

~~iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or~~

v) acceptance by the stockholders of the Company of shares in a share exchange if the stockholders of the Company immediately before such share exchange do not own, directly or indirectly, immediately following such share exchange more than 50 percent of the combined voting power of the outstanding Voting Securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

c) Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv) or (v) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by section 409A.

~~8.6.~~ ~~Section 162(m); Section 409A.~~ With respect to Awards which are intended to qualify as “performance-based compensation” as described in section 162(m)(4)(C) of the Code, no adjustment or action described in this Section 8 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as performance-based compensation, unless the Committee determines that the Award should not so qualify. No action shall be taken under this Section 8 which shall cause an Award to fail to comply with section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.

~~9. Amendment or Termination of the Plan~~

a) ~~In General.~~ The Board, pursuant to a written resolution, may from time to time suspend or terminate the Plan or amend it and, except as provided in Section 3(b)(iv), 7.1(a), and 8.4(a), the Committee may amend any outstanding Awards in any respect whatsoever; except that, without the approval of the stockholders (given in the manner set forth in subsection (b) below):

~~i) no amendment may be made that would:~~

~~(A) change the class of employees eligible to participate in~~ the Plan with respect to ~~ISOs;~~

~~(B) except as permitted under Section 8.3,~~the increase to the ~~maximum~~ number of ~~Shares with respect to which ISOs may be granted under~~shares of the ~~Plan;~~

~~(C) increase the limits imposed in Section 5 on the maximum number of Shares which may be issued or transferred~~Company's Common Stock available for sale under the Plan hereunder, shall terminate and shall be of no further force or ~~increase~~effect.

3.This Amendment shall be and is hereby incorporated in and forms a part of the ~~individual award limit set forth in Section 5;~~

~~(D) extend the duration~~Plan. All other terms and provisions of the Plan ~~under Section 4(b) with respect to any ISOs granted hereunder; or~~

(E) reprice or regrant through cancellation, or modify (except in connection with a change in the Company’s capitalization) any Award, if the effect would be to reduce the exercise price for the shares underlying such Award;

~~provided, however, with the approval of the Company’s stockholders, the Committee may (i) reduce the exercise price per share of any outstanding Option or Stock Appreciation Right granted under the~~shall remain unchanged except as specifically modified herein. The Plan, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right exercise price per share exceeds the Fair Market Value of the underlying Shares.

~~ii) no amendment may be made~~as amended by this Amendment, is hereby ratified and confirmed.

* * * * * * * *

I hereby certify that would constitute a modification of the material terms of the “performance goal(s)” within the meaning of Treas. Reg. § 1.162-27(e)(4)(vi) or any successor thereto (to the extent compliance with section 162(m) of the Code is desired).

~~Notwithstanding~~ the foregoing ~~no such suspension, termination or amendment shall materially impair the rights of any Participant holding an outstanding Award without the consent of such Participant.~~

b) ~~Manner of Stockholder Approval.~~ The approval of stockholders must be effected by a majority of the votes cast (including abstentions, to the extent abstentions are counted as voting under applicable state law) in a separate vote at aAmendment was duly ~~held stockholders’ meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the Plan.~~

~~10. Miscellaneous~~

~~10.1.~~ ~~Documentation of Awards.~~ ~~Awards shall be evidenced by such written Award Agreements, if any, as may be prescribed~~adopted by the Committee from time to time. Such instruments may be in the form of agreements to be executed by both the Participant and the Company, or certificates, letters, or similar instruments, which need not be executed by the Participant but acceptance of which will evidence agreement to the terms thereof.

~~10.2.~~ ~~Rights as a Stockholder.~~ Except as specifically provided by the Plan or an Award Agreement, the receipt of an Award shall not give a Participant rights as a stockholder; instead, the Participant shall obtain such rights, subject to any limitations imposed by the Plan or the Award Agreement, upon the actual receipt of Shares.

~~10.3.~~ ~~Conditions on Delivery of Shares.~~ The Company shall not deliver any Shares pursuant to the Plan or remove restrictions from Shares previously delivered under the Plan (i) until all conditions of the Award have been satisfied or removed, (ii) until all applicable Federal and state laws and regulations have been complied with, and (iii) if the outstanding Shares are at the time of such delivery listed on any stock exchange, until the Shares to be delivered have been listed or authorized to be listed on such exchange. If an Award is exercised by the Participant’s legal representative, the Company will be under no obligation to deliver Shares pursuant to such exercise until the Company is satisfied as to the authority of such representative.

~~10.4.~~ ~~Registration and Listing of Shares.~~ If the Company shall deem it necessary to register under the Securities Act or any other applicable statute any Shares purchased under this Plan, or to qualify any such Shares for an exemption from any such statutes, the Company shall take such action at its own expense. If Shares are listed on any national securities exchange at the time any Shares are purchased hereunder, the Company shall make prompt application for the listing on such national securities exchange of such Shares, at its own expense. Purchases and grants of Shares hereunder shall be postponed as necessary pending any such action.

~~10.5.~~ ~~Compliance with Rule 16b-3.~~ All elections and transactions under this Plan by persons subject to Rule 16b-3, promulgated under section 16(b) of the Exchange Act, or any successor to such Rule, are intended to comply with at least one of the exemptive conditions under such Rule. The Committee shall establish such administrative guidelines to facilitate compliance with at least one such exemptive condition under Rule 16b-3 as the Committee may deem necessary or appropriate.

~~10.6.~~ ~~Tax Withholding~~

a) ~~Obligation to Withhold.~~ The Company shall withhold from any cash payment made pursuant to an Award an amount sufficient to satisfy all Federal, state, and local withholding tax requirements (the “Withholding Requirements”). In the case of an Award pursuant to which Shares may be delivered, the Committee may require that the Participant or other appropriate person remit to the Company an amount sufficient to satisfy the Withholding Requirements, or make other arrangements satisfactory to the Committee with regard to the Withholding Requirements, prior to the delivery of any Shares.

b) ~~Election to Withhold Shares.~~ The Committee, in its discretion, may permit or require the Participant to satisfy the federal, state, and/or local withholding tax, in whole or in part, by having the Company withhold Shares otherwise issuable under an Award (or by surrendering Shares to the Company); provided, however, that the Company may limit the number of Shares withheld to satisfy the minimum Withholding Requirements to the extent necessary to avoid adverse accounting consequences. In addition, the Committee, in its discretion, may permit or require the acceleration of the timing for the payment of the number of Shares needed to pay employment taxes upon the date of the vesting of an Award; provided, however, that the Company may limit the number of Shares used for this purpose to the extent necessary to avoid adverse accounting consequences. Shares shall be valued, for purposes of this subsection (b), at their fair market value (determined as of the date an amount is includible in income by the Participant (the “Determination Date”), rather than the date of grant). Notwithstanding the foregoing, in no event shall any Participant be permitted to elect such accelerated payment to the extent that it would result in a violation of Treasury Regulation § 1.409A-3(j) (including, without limitation, Treasury Regulation § 1.409A-3(j)(4)(i)). The Committee shall adopt such withholding rules as it deems necessary to carry out the provisions of this Section.

~~10.7.~~ ~~Transferability of Awards.~~ No ISO may be transferred other than by will or by the laws of descent and distribution. No other Award may be transferred, except to the extent permitted in the applicable Award Agreement. During a Participant’s lifetime, an Award requiring exercise may be exercised only by the Participant (or, in the event of the Participant’s incapacity, by the person or persons legally appointed to act on the Participant’s behalf). Notwithstanding the foregoing, any transfer of an Award otherwise permitted by this Section 10.7 shall be made only to a “family member” of the Participant within the meaning of the instructions to Form S-8 Registration Statement under the Securities Act (a “Permitted Transferee”). Notwithstanding the foregoing, in no event may an Award be transferable for consideration absent stockholder approval. Notwithstanding the foregoing, the Committee, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer an Award other than an ISO (unless such ISO is to become a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (a) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other than to another Permitted Transferee of the applicable Participant) other than by will or the laws of descent and distribution; (b) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (c) the Participant (or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Committee, including without limitation, documents to (i) confirm the status of the transferee as a Permitted Transferee, (ii) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (iii) evidence the transfer. In addition, and further notwithstanding the foregoing hereof, the Committee, in its sole discretion, may determine to permit a Participant to transfer ISOs to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the ISO while it is held in the trust.

~~10.8.~~ ~~Registration.~~ If the Participant is married at the time Shares are delivered and if the Participant so requests at such time, the certificate or certificates for such Shares shall be registered in the name of the Participant and the Participant’s spouse, jointly, with right of survivorship.

~~10.9.~~ ~~Acquisitions.~~ Notwithstanding any other provision of this Plan, Awards may be granted hereunder in substitution for awards held by directors, key employees, and associates of other corporations who are about to, or have, become Key Employees or Associates as a result of a merger, consolidation, acquisition of assets, or similar transaction by the Company or a Related Corporation or (in the case of Awards other than ISOs) an Affiliate. The terms of the substitute Awards so granted may vary from the terms set forth in this Plan to such extent as the Committee may deem appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.

~~10.10.~~ ~~Employment Rights.~~ Neither the adoption of the Plan nor the grant of Awards will confer upon any person any right to 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 an employment relationship at any time.

~~10.11.~~ ~~Indemnification of Board and Committee.~~ Without limiting any other rights of indemnification that they may have from the Company or any of its Related Corporations or Affiliates, the members of the Board and the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any claim, action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under, or in connection with, the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of willful misconduct or recklessness on their part. Upon the making or institution of any such claim, action, suit or proceeding, the

Board or Committee member shall notify the Company in writing, giving the Company an opportunity, at its own expense, to handle and defend the same before such Board or Committee member undertakes to handle it on his or her own behalf. The provisions of this Section shall not give members of the Board or the Committee greater rights than they would have under the Company’s by-laws or Delaware law.

~~10.12.~~ ~~Application of Funds.~~ Any cash proceeds received by the Company from the sale of Shares pursuant to Awards granted under the Plan shall be added to the general funds of the Company. Any Shares received in payment for additional Shares upon exercise of an Option shall become treasury stock.

~~10.13.~~ ~~Governing Law.~~ The Plan shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Delaware (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of Participants under, the Plan and Awards granted hereunder.

~~10.14.~~ ~~Clawback, Repayment or Recapture Policy~~. Notwithstanding anything contained in the Plan to the contrary, to the extent allowed under applicable law or regulatory filings or unless otherwise determined by the Committee, all Awards granted under the Plan on or after January 1, 2013, and any related payments made under the Plan after such date, shall be subject to the provisions of any clawback, repayment or recapture policy implemented by the Company, including any such policy adopted to comply with applicable law (including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act) or securities exchange listing standards and any rules or regulations promulgated thereunder, to the extent set forth in such policy and/or in any notice or agreement relating to an Award or payment under the Plan.

ANNUAL MEETING OF SEASPINE HOLDINGS CORPORATION Annual Meeting of Seaspine Holdings Corporation Date: June 7, 2016 to be held on Tuesday, June 7, 2016 Time: 9:00 A.M. (Local Time) Place: Latham & Watkins LLP, 885 3rd Avenue, New York, NY 10022 for Holders as of April 18, 2016 This proxy is being solicited on behalf of the Board of DirectorsPlease make your marks like this: Use dark black pencil or pen only INTERNET VOTE BY: TELEPHONECallPlease separate carefully at the per foration and return just this portion in the envelope provided. Board of Directors Recommends a Vote FOR proposals 1, 2 and 3. 1: Election of Class I Directors Directors Go To www.proxypush.com/SPNE • Cast your vote online. OR 866-249-5109 • Use any touch-tone telephone. • Have your Proxy Card/Voting Instruction Form ready. RecommendFor Withhold • View Meeting Documents.01 Keith Bradley For • Follow the simple recorded instructions.MAILFor02 Michael Fekete • Mark, sign and date your Proxy Card/Voting Instruction Form. For03 John B. Henneman, III OR • Detach your Proxy Card/Voting Instruction Form. • Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. The undersigned hereby appoints John Bostjancic and Patrick Keran and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of SeaSpine Holdings Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2 AND 3. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. All votes must be received by 5:00 P.M., Eastern Time, June 6, 2016. PROXY TABULATOR FOR SEASPINE HOLDINGS CORPORATION P.O. BOX 8016 For Against Abstain 2: Approval of the amendment and restatement For of the Company’s 2015 Incentive Award Plan. For3: Ratification of the appointment of PricewaterhouseCoopers LLP as theCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2016. CARY, NC 27512-9903 Authorized Signatures - This section must be completed for your Instructions to be executed. EVENT # Please Sign Here Please Date Above CLIENT # Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

Please separate carefully at the perforation and return just this portion in the envelope provided. SeaSpine Holdings Corporation Annual Meeting of Stockholders June 7, 2016, 9:00 a.m. (Local Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints John Bostjancic and Patrick Keran (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of SeaSpine Holdings Corporation, a Delaware corporation (“the Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the offices of Latham & Watkins LLP, 885 3rd Avenue, New York, NY 10022, on Tuesday, June 7, 2016 at 9:00 A.M. (Local Time) and all adjournments thereof. The purpose of the Annual Meeting is to take action on the following: 1. To elect three Class I directors for a three-year term to expire at the 2019 annual meeting of stockholders. 2. To consider and vote upon the approval of the amendment and restatement of the Company’s 2015 Incentive Award Plan. 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The Board of Directors of the Company ~~recommends~~on November 2, 2018.

SEASPINE HOLDINGS CORPORATION

By: /s/ Patrick Keran ___________________

Name: Patrick Keran

Its: General Counsel

APPENDIX C

Non-GAAP Financial Measures

This document contains references to free cash flow, a ~~vote “FOR” all nominees for director and “FOR” each proposal. This proxy, when properly executed, will be voted in the manner directed herein. If no direction~~non-GAAP financial measure. Free cash flow is made, this proxy will be voted “FOR” all nominees for director and “FOR” each proposal. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to votecash flow from operations, less capital expenditures, both calculated in accordance with GAAP, as adjusted for the ~~Board~~impacts to operating cash flows from certain items. Free cash flow is used by management when assessing our sources of ~~Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign~~liquidity, capital resources, and ~~return~~quality of earnings. Management believes it provides focus on generating cash to fund operations and research, focuses executives on expense control and is expected to lead to long-term shareholder value creation. We believe this ~~card. To attend~~non-GAAP financial measure is helpful to investors in understanding our capital requirements and provides an additional means to reflect the ~~meeting~~cash flow trends of our business. Free cash flow should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and ~~vote your shares~~the financial results calculated in ~~person, please mark this box.~~

accordance with GAAP and reconciliations from these results should be carefully evaluated.



	For the Year Ended December 31, 2018
Net cash used in operating activities (GAAP)	$	(12,558	)
Purchases of property and equipment	(8,348		)
Free cash flow (Non-GAAP)	$	(20,906	)

		~~Page~~
~~General Information About the Annual Meeting and Voting~~		1

~~Proposal 1: Election of Directors~~		6

~~Proposal 2: Approval of the Amendment and Restatement of the Company’s 2015 Incentive Award Plan~~		19

~~Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm~~		31

~~Security Ownership of Certain Beneficial Owners and Management~~		33

~~Executive Compensation and Other Information~~		37

~~Certain Relationships and Related Party Transactions~~		47

~~Section 16(a) Beneficial Ownership Reporting Compliance~~		50

~~Stockholder Proposals~~		50

~~Annual Report~~		51

~~Other Matters~~		51

~~Name~~	~~Age~~	~~Present Position with SeaSpine Holdings Corporation~~
~~Stuart M. Essig, Ph.D.~~	54	~~Lead Independent Director~~
~~Keith C. Valentine~~	48	~~President, Chief Executive Officer and Director~~



Filed by the Registrant oý	Filed by a Party other than the Registrant o

o

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.



(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

o

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

1.

1.	To elect three Class I directors for a three-year term to expire at the ~~2019~~2022 annual meeting of stockholders.

2.
	~~To consider and vote upon the approval of the amendment and restatement of the Company’s 2015 Incentive Award Plan.~~

4.

3.	To approve an amendment to our 2015 Employee Stock Purchase Plan.

x

ý	No fee required.



(1)	Amount Previously Paid:



4.	To transact any other business that may properly come before ~~our~~the annual meeting or any adjournment or postponement thereof.



	Page
General Information	2

Proposal No. 1: Election of Directors	6

Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm	18

Proposal No 3: Approval of an Amendment to our 2015 Employee Stock Purchase Plan	20

Security Ownership of Certain Beneficial Owners and Management	26

Executive Compensation and Other Information	29

Certain Relationships and Related Party Transactions	36

Section 16(a) Beneficial Ownership Reporting Compliance	38

Delivery of Proxy Materials	39

Stockholder Proposals	40

Annual Report	40

Other Matters	40

~~Director~~

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Cheryl R. Blanchard, Ph.D. ^	X	X*	—
Keith Bradley, Ph.D.	—	X	—
Kimberly Commins-Tzoumakas	—	—	—
Stuart M. Essig, Ph.D.	—	—	X*
Michael Fekete	X*	—	X
Renee Gaeta	—	—	—
John B. Henneman, III	— X	—	—
Kirt C. Stephenson	—	— X	—
~~James M. Sullivan~~	X	—	X
Keith C. Valentine	—	—	—


	*
^	On February 19, 2019, Dr. Blanchard tendered her resignation from our board of directors and each of its committees, effective May 30, 2019, the day following our scheduled annual meeting of stockholders.
*	Indicates chair of the committee.

Chair Annual Retainer	$	75,000
Non-Chair Director Annual Retainer	$	50,000
Chair of Audit Committee Additional Annual Retainer	$	15,000
Chair of Compensation Committee Additional Annual Retainer	$	15,000
Chair of Nominating and Corporate Governance Committee Additional Annual Retainer	$	15,000
Lead Independent Director Additional Annual Retainer	$	25,000

Chair Distribution Option	$	500,000
Lead Independent Director Distribution Option	$	400,000
Non-Chair and Non-Lead Independent Director Distribution Option	$	200,000
Chair Initial Option or Initial Award	$	150,000
Non-Chair Initial Option or Initial Award	$	100,000
Chair Annual Award	$	150,000
Non-Chair Annual Award	$	100,000

	Fees Earned		Option		Other
	or Paid in		Awards⁽³⁾		Compensation⁽⁴⁾
Name⁽¹⁾	Cash⁽²⁾($)		($)		($)		Total ($)
Cheryl R. Blanchard		32,500		300,000		-		332,500
Keith Bradley		25,000		330,345		-		355,345
Stuart M. Essig		45,000		2,698,447		-		2,743,447
Michael Fekete		32,500		300,000		-		332,500
John B. Henneman, III		25,000		516,434		-		541,434
Kirt C. Stephenson		37,500		649,999		200,293		887,792
James M. Sullivan		25,000		371,662		-		396,662

	Number of Shares		As a % of Shares Outstanding⁽¹⁾			Dollar Value⁽²⁾
Original share reserve under 2015 Plan		2,000,000		18.0	%	$	28,980,000
Options outstanding
Adjusted Awards		361,204		3.3	%	$	5,233,846
Options granted under 2015 Plan		1,748,889		15.8	%	$	25,341,402
Weighted average exercise price of outstanding options						$	14.85
Weighted average remaining term of outstanding options						7.09 years
Contingent Options		609,099		5.5	%	$	8,825,845
Weighted average exercise price of Contingent Options						$	14.17
Weighted average remaining term of Contingent Options						7.85 years
Restricted stock awards and restricted stock units outstanding
Adjusted Awards		99,711		0.9	%	$	1,444,812
Proposed aggregate increase to share reserve pursuant to Restated Plan		1,509,500		13.6	%	$	21,872,655
Shares remaining available for grant assuming approval of the Restated Plan		1,151,512		10.4	%	$	16,685,409

Name or Group	Number of Shares Underlying Options Granted (#)		Number of Shares Underlying Adjusted Awards (#)
Keith Valentine		325,000		-
John Bostjancic		62,000		19,099
John Winge		40,000		5,047
Brian Larkin		-		-
All Current Executive Officers as a Group (5 persons)		522,000		24,146
All Current Non-Employee Directors as a Group (7 persons)		528,489		209,660
All Current Non-Executive Officer Employees as a Group (301 persons)		698,400		30,336

	Year Ended December 31, 2015
Audit Fees⁽¹⁾	$	1,035,279
Audit Related Fees⁽²⁾		-
Tax Fees⁽³⁾		5,000
All Other Fees⁽⁴⁾		1,800
	$	1,042,079