AMENDED AND RESTATED 2005 EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this "Agreement") is
made as of the 19th day of December, 2005 by and between Integra LifeSciences
Holdings Corporation, a Delaware Corporation (the "Company") and David B. Holtz
("Executive").
Background
Executive is currently the Senior Vice President, Finance, of the
Company. The Company desires to continue to employ Executive, and Executive
desires to remain in the employ of the Company, on the terms and conditions
contained in this Agreement. Executive will be substantially involved with the
Company's operations and management and will learn trade secrets and other
confidential information relating to the Company and its customers; accordingly,
the noncompetition covenant and other restrictive covenants contained in Section
14 of this Agreement constitute essential elements hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intended to be legally bound hereby, the parties
hereto agree as follows:
Terms
1. Definitions. The following words and phrases shall have the meanings
set forth below for the purposes of this Agreement (unless the context clearly
indicates otherwise):
(a) "Base Salary" shall have the meaning set forth in Section 5.
(b) "Board" shall mean the Board of Directors of the Company, or any
successor thereto.
(c) "Cause," as determined by the Board in good faith, shall mean
Executive has --
(1) failed to perform his stated duties in all material
respects, which failure continues for 15 days after his
receipt of written notice of the failure;
(2) intentionally and materially breached any provision of this
Agreement and not cured such breach (if curable) within 15
days of his receipt of written notice of the breach;
(3) demonstrated his personal dishonesty in connection with his
employment by the Company;
(4) engaged in willful misconduct in connection with his
employment with the Company;
(5) engaged in a breach of fiduciary duty in connection with his
employment with the Company; or
(6) willfully violated any law, rule or regulation, or final
cease-and-desist order (other than traffic violations or
similar offenses) or engaged in other serious misconduct of
such a nature that his continued employment may reasonably
be expected to cause the Company substantial economic or
reputational injury.
(d) A "Change in Control" of the Company shall be deemed to have
occurred:
(1) if the "beneficial ownership" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) of securities
representing more than fifty percent (50%) of the combined
voting power of the Company Voting Securities (as herein
defined) is acquired by any individual, entity or group (a
"Person"), 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, by the stockholders of the
Company in substantially the same proportions as their
ownership of stock of the Company (for purposes of this
Agreement, "Company Voting Securities" shall mean the then
outstanding voting securities of the Company entitled to
vote generally in the election of directors); provided,
however, that any acquisition from the Company or any
acquisition pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of paragraph (3) of this
definition shall not be a Change in Control under this
paragraph (1); or
(2) if individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason during
any period of at least 24 months to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(3) upon 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 any entity (a "Business
Combination"), in each case, unless immediately following
such Business Combination: (i) Company Voting Securities
outstanding immediately prior to such Business Combination
(or if such Company Voting Securities were converted
pursuant to such Business Combination, the shares into which
such Company Voting Securities were converted) (x)
represent, directly or indirectly, more than 50% of the
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combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors of the corporation resulting from such Business
Combination (the "Surviving Corporation"), or, 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") and (y) are held in
substantially the same proportions after such Business
Combination as they were immediately prior to such Business
Combination; (ii) no Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of the combined voting
power of the then outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is
no Parent Corporation, the Surviving Corporation) except to
the extent that such ownership of the Company existed prior
to the Business Combination; and (iii) 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; or
(4) upon approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Company" shall mean Integra LifeSciences Holdings Corporation
and any corporation, partnership or other entity owned directly
or indirectly, in whole or in part, by Integra LifeSciences
Holdings Corporation.
(g) "Disability" shall mean Executive's inability to perform his
duties hereunder by reason of any medically determinable
physical or mental impairment which is expected to result in
death or which has lasted or is expected to last for a
continuous period of not fewer than six months.
(h) "Good Reason" shall mean:
(1) a material breach of this Agreement by the Company which is
not cured by the Company within 15 days of its receipt of
written notice of the breach;
(2) without Executive's express written consent, the Company
reduces Executive's Base Salary or materially reduces the
aggregate fringe benefits provided to Executive (except to
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the extent permitted by Section 5 or Section 6,
respectively) or substantially alters the Executive's
authority as set forth in Section 2 hereof in a manner
reasonably construed to constitute a demotion; provided,
Executive resigns within 90 days after the change objected
to and provided, however, that the appointment of a Chief
Financial Officer shall not constitute a demotion hereunder;
or
(3) without Executive's express written consent, Executive fails
at any point during the one-year period following a Change
in Control to hold the title and authority held by Executive
immediately prior to the Change in Control with the Parent
Corporation (or if there is no Parent Corporation, the
Surviving Corporation) that Executive held with the Company
immediately prior to the Change of Control, provided
Executive resigns within one year of the Change in Control;
(4) the Company fails to obtain the assumption of this Agreement
by any successor to the Company;
(5) If the Company appoints a Chief Financial Officer and
Executive is no longer responsible for the Finance
department of the Company and the Company and Executive do
not mutually agree to an amended job title and/or
responsibilities for Executive by the 30th day before the
expiration of this Agreement (without regard to any
extensions); it being understood that Executive's
performance of different duties on an interim basis after a
Chief Financial Officer is appointed shall not be deemed
Executive's agreement to "an amended job title and/or
responsibilities" within the meaning of this paragraph (5)
unless Executive expressly so states.
(i) "Principal Executive Office" shall mean the Company's principal
office for executives, presently located at 311 Enterprise
Drive, Plainsboro, New Jersey 08536.
(j) "Retirement" shall mean the termination of Executive's
employment with the Company in accordance with the retirement
policies, including early retirement policies, generally
applicable to the Company's salaried employees.
(k) "Termination Date" shall mean the date specified in the
Termination Notice.
(l) "Termination Notice" shall mean a dated notice which: (i)
indicates the specific termination provision in this Agreement
relied upon (if any); (ii) sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for the
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termination of Executive's employment under such provision;
(iii) specifies a Termination Date; and (iv) is given in the
manner specified in Section 15(h).
2. Employment. The Company hereby employs Executive as Senior Vice
President, Finance or such other title and position as Executive and the Chief
Executive Officer of the Company may mutually agree upon from time to time.
Until the Company appoints a Chief Financial Officer, Executive shall be
responsible for the Finance Department of the Company. Executive hereby agrees
to continue his employment and agrees to render services to the Company in such
capacity (or in such other capacity in the future as the Chief Executive Officer
may reasonably deem equivalent to such position) on the terms and conditions set
forth in this Agreement. Executive's primary place of employment shall be at the
Principal Executive Office and Executive shall report to the Chief Executive
Officer until such time as a Chief Financial Officer is appointed, at which time
Executive shall report to the Chief Financial Officer.
3. Term.
(a) Term and Renewal of Agreement. Unless earlier terminated by
Executive or the Company as provided in Section 10 hereof, the
term of Executive's employment under this Agreement shall
commence on the date of this Agreement and terminate on December
31, 2006. Subject to subsection 3(b), this Agreement shall be
deemed automatically, without further action, to extend for an
additional year on December 31, 2006 and each anniversary
thereof.
(b) Annual Review. Prior to December 31, 2006 and each anniversary
thereof, the Board shall consider extending the term of this
Agreement. The term shall continue to extend in the manner set
forth in subsection 3(a) unless either the Board does not
approve the extension and provides written notice to Executive
of such event, or Executive gives written notice to the Company
of Executive's election not to extend the term. In either case,
the written notice shall be given not fewer than 30 days prior
to any such renewal date. References herein to the term of this
Agreement shall refer both to the initial term and successive
terms.
4. Duties. Executive shall:
(a) faithfully and diligently do and perform all such acts and
duties, and furnish such services as are assigned to Executive
as of the date this Agreement is signed, and (subject to Section
2) such additional acts, duties and services as the Chief
Executive Officer or the Board may assign in the future; and
(b) devote his full professional time, energy, skill and best
efforts to the performance of his duties hereunder, in a manner
that will faithfully and diligently further the business and
interests of the Company, and shall not be employed by or
participate or engage in or in any manner be a part of the
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management or operations of any business enterprise other than
the Company without the prior consent of the Chief Executive
Officer or the Board, which consent may be granted or withheld
in his or its sole discretion; provided, however, that
notwithstanding the foregoing, Executive may serve on civic or
charitable boards or committees so long as such service does not
materially interfere with Executive's obligations pursuant to
this Agreement.
5. Compensation.
(a) Base Salary. The Company shall compensate Executive for his
services at a minimum base salary of $250,000 per year ("Base
Salary"), payable in periodic installments in accordance with
the Company's regular payroll practices in effect from time to
time. Executive's Base Salary shall be subject to annual
reviews, but may not be decreased without Executive's express
written consent (unless the decrease is pursuant to a general
compensation reduction applicable to all, or substantially all,
executive officers of the Company).
(b) Bonus Opportunity. Executive shall have the opportunity to
receive a performance bonus targeted at 30% of his Base Salary
as determined by the Compensation Committee of the Board (the
"Compensation Committee") in its sole discretion.
(c) Restricted Stock. Upon approval of the Compensation Committee,
the Company shall grant Executive 6,750 shares of the Company's
common stock subject to forfeiture and certain other
restrictions (the "Restricted Stock") pursuant to the Company's
2003 Equity Incentive Plan and the terms and conditions set
forth in the Restricted Stock Agreement set forth on Exhibit A
hereto, (the "Restricted Stock Agreement"). In the event of any
inconsistency between the term of this Agreement and the
Restricted Stock Agreement, the Restricted Stock Agreement shall
govern. The Restricted Stock shall vest and become
non-forfeitable on the earlier of (i) Change in Control, (ii)
Termination of Executive's employment without Cause, death, for
Good Reason or Disability prior to December 31, 2006, or (iii)
December 31, 2006. Until vested the Restricted Stock shall not
be transferable and shall be subject to forfeiture if Executive
terminates his employment without Good Reason or the Company
terminates Executive's employment for Cause.
6. Benefit Plans. Executive shall be entitled to participate in and
receive benefits under any employee benefit plan or stock-based plan of the
Company, and shall be eligible for any other plans and benefits covering
executives of the Company, to the extent commensurate with his then duties and
responsibilities fixed by the Board. The Company shall not make any change in
such plans or benefits that would adversely affect Executive's rights
thereunder, unless such change affects all, or substantially all, executive
officers of the Company.
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7. Vacation. Executive shall be entitled to paid annual vacation in
accordance with the policies established from time to time by the Board, which
shall in no event be fewer than three weeks per annum.
8. Business Expenses. The Company shall reimburse Executive or
otherwise pay for all reasonable expenses incurred by Executive in furtherance
of or in connection with the business of the Company, including, but not limited
to, automobile and traveling expenses and all reasonable entertainment expenses,
subject to such reasonable documentation and other limitations as may be
established by the Company.
9. Disability. In the event Executive incurs a Disability, Executive's
obligation to perform services under this Agreement will terminate, and the
Board may terminate this Agreement upon written notice to Executive.
10. Termination.
(a) Termination without Salary Continuation. In the event (i)
Executive terminates his employment hereunder other than for
Good Reason, or (ii) Executive's employment is terminated by the
Company due to his Retirement, or death, or for Cause, Executive
shall have no right to compensation or other benefits pursuant
to this Agreement for any period after his last day of active
employment. Additionally, subject to the exceptions set forth in
subsection 5(c), all nonvested Restricted Stock granted pursuant
to this Agreement shall be forfeited as of Executive's last day
of active employment.
(b) Termination with Salary Continuation (No Change in Control).
Except as provided in subsection 10(c) in the event of a Change
in Control, in the event (i) Executive's employment is
terminated by the Company for a reason other than Retirement,
death, Disability or Cause, or (ii) Executive terminates his
employment for Good Reason, or (iii) the Company shall fail to
extend this Agreement pursuant to the provisions of Section 3,
then the Company shall:
(1) pay Executive a severance amount equal to Executive's Base
Salary (determined without regard to any reduction in
violation of Section 5) as of his last day of active
employment , plus the target bonus under Section 5(b). The
severance amount shall be paid in a single sum on the first
business day of the month following the Termination Date;
and
(2) maintain and provide to Executive, at no cost to Executive,
for a period ending at the earliest of (i) the first
anniversary of the Termination Date; (ii) the date of
Executive's full-time employment by another employer; or
(iii) Executive's death, continued participation in all
group insurance, life insurance, health and accident,
disability, and other employee benefit plans in which
Executive would have been entitled to participate had his
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employment with the Company continued throughout such
period, provided that such participation is not prohibited
by the terms of the plan or by the Company for legal
reasons.
(c) Termination with Salary Continuation (Change in Control).
Notwithstanding anything to the contrary set forth in subsection
10(b), in the event within twelve months of a Change in Control:
(i) Executive terminates his employment for Good Reason, or (ii)
Executive's employment is terminated by the Company for a reason
other than Retirement, death, Disability or Cause, or (iii) the
Company shall fail to extend this Agreement pursuant to Section
3, then the Company shall:
(1) pay Executive a severance amount equal to 2.99 times
Executive's Base Salary (determined without regard to any
reduction in violation of Section 5) as of his last day of
active employment plus the target bonus under Section 5(b);
the severance amount shall be paid in a single sum on the
first business day of the month following the Termination
Date;
(2) maintain and provide to Executive, at no cost to Executive,
for a period ending at the earliest of (i) the fifth
anniversary of the date of this Agreement; or (ii)
Executive's death, continued participation in all group
insurance, life insurance, health and accident, disability,
and other employee benefit plans in which Executive would
have been entitled to participate had his employment with
the Company continued throughout such period, provided that
such participation is not prohibited by the terms of the
plan or by the Company for legal reasons; and
(3) pay to Executive all reasonable legal fees and expenses
incurred by Executive as a result of such termination of
employment (including all fees and expenses, if any,
incurred by Executive in contesting or disputing any such
termination or in seeking to obtain to enforce any right or
benefit provided to Executive by this Agreement whether by
arbitration or otherwise).
(d) Termination Notice. Except in the event of Executive's death, a
termination under this Agreement shall be effected by means of a
Termination Notice.
(e) Parachute Payment Limitation. If any payment or benefit to
Executive under this Agreement would be considered a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code
and, if, after reduction for any applicable federal excise tax
imposed by Section 4999 of the Code (the "Excise Tax") and
federal income tax imposed by the Code, Executive's net proceeds
of the amounts payable and the benefits provided under this
Agreement would be less than the amount of Executive's net
proceeds resulting from the payment of the Reduced Amount
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described below, after reduction for federal income taxes, then
the amount payable and the benefits provided under this
Agreement shall be limited to the Reduced Amount. The "Reduced
Amount" shall be the largest amount that could be received by
Executive under this Agreement such that no amount paid to
Executive under this Agreement and any other agreement,
contract, or understanding heretofore or hereafter entered into
between Executive and the Company (the "Other Agreements") and
any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company for the direct or indirect
provision of compensation to Executive (including groups or
classes of participants or beneficiaries of which Executive is a
member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for Executive (a
"Benefit Plan") would be subject to the Excise Tax. In the event
that the amount payable to Executive shall be limited to the
Reduced Amount, then Executive shall have the right, in
Executive's sole discretion, to designate those payments or
benefits under this Agreement, any Other Agreements, and/or any
Benefit Plans, that should be reduced or eliminated so as to
avoid having the payment to Executive under this Agreement be
subject to the Excise Tax.
(f) Section 409A. Notwithstanding any other provision in this
Agreement to the contrary, any payments that would constitute
deferred compensation for purposes of (and subject to) Code
Section 409A shall be deferred for a period of six months
following Executive's separation from service with the Company.
11. Withholding. The Company shall have the right to withhold from all
payments made pursuant to this Agreement any federal, state, or local taxes and
such other amounts as may be required by law to be withheld from such payments.
12. Assignability. The Company may assign this Agreement and its rights
and obligations hereunder in whole, but not in part, to any entity to which the
Company may transfer all or substantially all of its assets, if in any such case
said entity shall expressly in writing assume all obligations of the Company
hereunder as fully as if it had been originally made a party hereto. The Company
may not otherwise assign this Agreement or its rights and obligations hereunder.
This Agreement is personal to Executive and his rights and duties hereunder
shall not be assigned except as expressly agreed to in writing by the Company.
13. Death of Executive. Any amounts due Executive under this Agreement
(not including any Base Salary not yet earned by Executive) unpaid as of the
date of Executive's death shall be paid in a single sum as soon as practicable
after Executive's death to Executive's surviving spouse, or if none, to the duly
appointed personal representative of his estate.
14. Restrictive Covenants.
(a) Covenant Not to Compete. During the term of this Agreement and
for a period of one (1) year following the Termination Date,
Executive shall not, without the express written consent of the
Company, directly or indirectly: (i) engage, anywhere within the
geographical areas in which the Company is conducting business
operations or providing services as of the date of Executive's
termination of employment, in the tissue engineering business
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(the use of implantable absorbable materials, with or without a
bioactive component, to attempt to elicit a specific cellular
response in order to regenerate tissue or to impede the growth
of tissue or migration of cells) (the "Tissue Engineering
Business"), neurosurgery business (the use of surgical
instruments, implants, monitoring products or disposable
products to treat the brain or central nervous system)
("Neurosurgery Business"), instrument business (general surgical
handheld instruments used for general purposes in surgical
procedures) ("Instrument Business"), reconstruction business
(bone fixation devices for foot and ankle reconstruction
procedures) ("Reconstruction Business") or in any other line of
business the revenues of which constituted at least 50% of the
Company's revenues during the six (6) month period prior to the
Termination Date (together with the Tissue Engineering Business,
Neurosurgery Business, Instrument Business and Reconstruction
Business, the "Business"); (ii) be or become a stockholder,
partner, owner, officer, director or employee or agent of, or a
consultant to or give financial or other assistance to, any
person or entity engaged in the Business; (iii) seek in
competition with the business of the Company to procure orders
from or do business with any customer of the Company; (iv)
solicit or contact with a view to the engagement or employment
by any person or entity of any person who is an employee of the
Company; (v) seek to contract with or engage (in such a way as
to adversely affect or interfere with the business of the
Company) any person or entity who has been contracted with or
engaged to manufacture, assemble, supply or deliver products,
goods, materials or services to the Company; or (vi) engage in
or participate in any effort or act to induce any of the
customers, associates, consultants, or employees of the Company
to take any action which might be disadvantageous to the
Company; provided, however, that nothing herein shall prohibit
Executive and his affiliates from owning, as passive investors,
in the aggregate not more than 5% of the outstanding publicly
traded stock of any corporation so engaged.
(b) Confidentiality. Executive acknowledges a duty of
confidentiality owed to the Company and shall not, at any time
during or after his employment by the Company, retain in
writing, use, divulge, furnish, or make accessible to anyone,
without the express authorization of the Board, any trade
secret, private or confidential information or knowledge of the
Company obtained or acquired by him while so employed. All
computer software, business cards, telephone lists, customer
lists, price lists, contract forms, catalogs, the Company books,
records, files and know-how acquired while an employee of the
Company are acknowledged to be the property of the Company and
shall not be duplicated, removed from the Company's possession
or premises or made use of other than in pursuit of the
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Company's business or as may otherwise be required by law or any
legal process, or as is necessary in connection with any
adversarial proceeding against the Company and, upon termination
of employment for any reason, Executive shall deliver to the
Company all copies thereof which are then in his possession or
under his control. No information shall be treated as
"confidential information" if it is generally available public
knowledge at the time of disclosure or use by Executive.
(c) Inventions and Improvements. Executive shall promptly
communicate to the Company all ideas, discoveries and inventions
which are or may be useful to the Company or its business.
Executive acknowledges that all such ideas, discoveries,
inventions, and improvements which heretofore have been or are
hereafter made, conceived, or reduced to practice by him at any
time during his employment with the Company heretofore or
hereafter gained by him at any time during his employment with
the Company are the property of the Company, and Executive
hereby irrevocably assigns all such ideas, discoveries,
inventions and improvements to the Company for its sole use and
benefit, without additional compensation. The provisions of this
Section 14(c) shall apply whether such ideas, discoveries,
inventions, or improvements were or are conceived, made or
gained by him alone or with others, whether during or after
usual working hours, whether on or off the job, whether
applicable to matters directly or indirectly related to the
Company's business interests (including potential business
interests), and whether or not within the specific realm of his
duties. Executive shall, upon request of the Company, but at no
expense to Executive, at any time during or after his employment
with the Company, sign all instruments and documents reasonably
requested by the Company and otherwise cooperate with the
Company to protect its right to such ideas, discoveries,
inventions, or improvements including applying for, obtaining
and enforcing patents and copyrights thereon in such countries
as the Company shall determine.
(d) Breach of Covenant. Executive expressly acknowledges that
damages alone will be an inadequate remedy for any breach or
violation of any of the provisions of this Section 14 and that
the Company, in addition to all other remedies, shall be
entitled as a matter of right to equitable relief, including
injunctions and specific performance, in any court of competent
jurisdiction. If any of the provisions of this Section 14 are
held to be in any respect unenforceable, then they shall be
deemed to extend only over the maximum period of time,
geographic area, or range of activities as to which they may be
enforceable.
15. Miscellaneous.
(a) Amendment. No provision of this Agreement may be amended unless
such amendment is signed by Executive and such officer as may be
specifically designated by the Board to sign on the Company's
behalf.
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(b) Nature of Obligations. Nothing contained herein shall create or
require the Company to create a trust of any kind to fund any
benefits which may be payable hereunder, and to the extent that
Executive acquires a right to receive benefits from the Company
hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company.
(c) Prior Employment. Executive represents and warrants that his
acceptance of employment with the Company has not breached, and
the performance of his duties hereunder will not breach, any
duty owed by him to any prior employer or other person.
(d) Headings. The Section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation or this Agreement. In the event of a
conflict between a heading and the content of a Section, the
content of the Section shall control.
(e) Gender and Number. Whenever used in this Agreement, a masculine
pronoun is deemed to include the feminine and a neuter pronoun
is deemed to include both the masculine and the feminine, unless
the context clearly indicates otherwise. The singular form,
whenever used herein, shall mean or include the plural form
where applicable.
(f) Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be
invalid or unenforceable under any applicable law, such event
shall not affect or render invalid or unenforceable any other
provision of this Agreement and shall not affect the application
of any provision to other persons or circumstances.
(g) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors, permitted assigns, heirs, executors and
administrators.
(h) Notice. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given if
hand-delivered, sent by documented overnight delivery service or
by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth
below:
To the Company:
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
Attn: President
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With a copy to:
The Company's General Counsel
To the Executive:
David B. Holtz
52 Heritage Drive
Allentown, NJ 05801
(i) Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all prior
agreements, arrangements and communications, whether oral or
written, pertaining to the subject matter hereof.
(j) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the United States where applicable and otherwise by the laws of
the State of New Jersey.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
INTEGRA LIFESCIENCES HOLDINGS EXECUTIVE
CORPORATION
By: /s/ Stuart M. Essig /s/ David B. Holtz
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Its: President and Chief Executive Officer David B. Holtz