Form for Gerard S. Carlozzi and John B. Henneman, III
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Award Agreement"), dated
as of ____________ (the "Award Date"), is made by and between Integra
LifeSciences Holdings Corporation, a Delaware corporation (the "Company"), and
________________________, an employee of the Company (or one or more of its
Related Corporations or Affiliates), hereinafter referred to as the
"Participant":
WHEREAS, the Company maintains the Integra LifeSciences
Holdings Corporation [2003] or [2001] Equity Incentive Plan, as amended (the
"Plan"), and wishes to carry out the Plan, the terms of which are hereby
incorporated by reference and made part of this Award Agreement; and
NOW, THEREFORE, in consideration of the various covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms not otherwise defined below shall have the
meaning set forth in the Plan. The masculine pronoun shall include the feminine
and neuter, and the singular the plural, where the context so indicates.
Section 1.1 Restricted Stock. "Restricted Stock" shall mean
________ shares of Common Stock of the Company issued under this Award
Agreement and subject to the Restrictions imposed hereunder.
Section 1.2 Restrictions. "Restrictions" shall mean the
forfeiture and transferability restrictions imposed upon Restricted Stock under
the Plan and this Award Agreement.
Section 1.3 Rule 16b-3. "Rule 16b-3" shall mean that certain
Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to
time.
Section 1.4 Secretary. "Secretary" shall mean the Secretary of
the Company.
Section 1.5 Termination of Service. "Termination of Service"
shall mean the time when the Participant ceases to provide services to the
Company and its Related Corporations and Affiliates as an employee or Associate
for any reason with or without cause, including, but not by way of limitation,
a termination by resignation, discharge, death, or Disability, but excluding a
termination where the Participant is simultaneously reemployed by, or remains
employed by, or continues to provide services to, the Company and/or one or
more of its Related Corporations and Affiliates or a successor entity thereto.
Section 1.6 Vested Shares. "Vested Shares" shall mean the
shares of Restricted Stock which are no longer subject to the Restrictions by
reason of Section 3.2.
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Section 1.7 Vesting Date. "Vesting Date" shall mean the three
year anniversary of the Award Date.
ARTICLE II.
ISSUANCE OF RESTRICTED STOCK
Section 2.1 Issuance of Restricted Stock. On the date hereof
the Company issues to the Participant the Restricted Stock subject to the
Restrictions and other conditions set forth in this Award Agreement. The
Company shall cause the Restricted Stock to be issued in the name of the
Participant or held in book entry form, but if a stock certificate is issued it
shall be delivered to and held in custody by the Company until the Restrictions
lapse or such Restricted Stock is forfeited. As a further condition to the
Company's obligations under this Award Agreement, the Participant's spouse, if
any, shall execute and deliver to the Company the Consent of Spouse attached
hereto as Exhibit A.
Section 2.2 Restrictions. Until vested pursuant to Section
3.2, the Restricted Stock shall be subject to forfeiture as provided in Section
3.1 and may not be sold, assigned, transferred, pledged, or otherwise
encumbered or disposed of.
Section 2.3 Voting and Dividend Rights. The Participant, shall
have all the rights of a stockholder with respect to his Restricted Stock,
including the right to vote the Restricted Stock and the right to receive all
dividends or other distributions paid or made with respect to the Restricted
Stock.
ARTICLE III.
RESTRICTIONS
Section 3.1 Forfeiture. Upon the Participant's Termination of
Service, the Participant's rights in Restricted Stock that has not yet vested
pursuant to Section 3.2 shall lapse, and such Restricted Stock shall be
surrendered to the Company without consideration (and, in the event of
certificates representing such Restricted Stock are held by the Company, such
Restricted Stock shall be so transferred without any further action by the
Participant).
Section 3.2 Termination of Restrictions. The Restrictions
shall terminate and lapse, and such shares shall vest in the Participant and
become Vested Shares on the Vesting Date as provided in Section 3.3, provided
that the Participant has continued to serve as an employee or an Associate from
the Award Date to and including the Vesting Date. Notwithstanding the
foregoing, upon (i) a Change in Control, (ii) a Termination of Service without
Cause or for Good Reason, (iii) Disability or (iv) death, all Restrictions
shall lapse and all Restricted Stock shall become Vested Shares. For the
purposes of the preceding sentence, the terms "Change in Control," "Cause,"
"Good Reason," and "Disability" shall have the meanings set forth in the
Participant's employment agreement with the Company. In addition, upon the
Company's nonrenewal of the Participant's employment agreement with the
Company, a number of shares of Restricted Stock shall become Vested Shares and
the Restrictions relating to such shares shall lapse as of the last day of
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Participant's employment with the Company. The exact number of such shares
shall be determined by multiplying the number of shares of Restricted Stock by
a fraction, the numerator of which shall be the number of days that have
elapsed from the Award Date through the last day of Participant's employment
with the Company and the denominator of which shall be the total number of days
from the Award Date until the Vesting Date.
Section 3.3 Lapse of Restrictions. Upon the Vesting Date, the
Company shall issue new certificates evidencing the Vested Shares and deliver
such certificates to the Participant or his legal representative, free from the
legend provided for in Section 4.2 and any of the other Restrictions; provided,
however, such certificates shall bear any other legends as the Company may
determine are required to comply with Section 4.6. Such Vested Shares shall
cease to be considered Restricted Stock subject to the terms and conditions of
this Award Agreement. Notwithstanding the foregoing, no such new certificate
shall be delivered to the Participant or his legal representative unless and
until the Participant or his legal representative shall have satisfied the full
amount of all federal, state and local withholding or other employment taxes
applicable to the taxable income of the Participant resulting from the lapse of
the Restrictions in accordance with Section 4.3.
ARTICLE IV.
MISCELLANEOUS
Section 4.1 No Additional Rights. Nothing in this Award
Agreement or in the Plan shall confer upon any person any right to a position
as an Associate or continued employment by the Company or any of its Related
Corporations or Affiliates or affect in any way the right of any of the
foregoing to terminate the services of an individual at any time.
Section 4.2 Legend. Any certificates representing shares of
Restricted Stock issued pursuant to this Award Agreement shall, until all
Restrictions lapse and new certificates are issued pursuant to Section 3.3,
bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF
THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES
HOLDINGS CORPORATION AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF
OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, OR OTHERWISE ENCUMBERED OR DISPOSED OF UNDER ANY CIRCUMSTANCES.
COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE
CORPORATION AT 311 ENTERPRISE DRIVE, PLAINSBORO, NEW JERSEY 08536.
Section 4.3 Tax Withholding. On the Vesting Date, the Company
shall notify the Participant of the amount of tax which must be withheld by the
Company under all applicable federal, state and local tax laws. Subject to any
applicable legal conditions or restrictions, the Company shall withhold from
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the shares of Restricted Stock a number of whole shares of common stock having
a fair market value, determined as of the Vesting Date, not in excess of the
minimum of tax required to be withheld by law.
Section 4.4 Notices. Any notice to be given under the terms of
this Award Agreement to the Company shall be addressed to the Company in care
of its Secretary, and any notice to be given to the Participant shall be
addressed to him at the address given beneath his signature hereto. By a notice
given pursuant to this Section 4.4, either party may hereafter designate a
different address for notices to be given to it or him. Any notice which is
required to be given to the Participant shall, if the Participant is then
deceased, be given to the Participant's personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section 4.4. Any notice shall have been deemed duly
given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the United States Postal Service.
Section 4.5 Titles. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Award Agreement.
Section 4.6 Conformity to Securities Laws. This Award
Agreement is intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the contrary,
this Award Agreement shall be administered, and the Restricted Stock shall be
issued, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, this Award Agreement
and the Restricted Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
Section 4.7 Amendment. This Award Agreement may be amended
only by a writing executed by the parties hereto which specifically states that
it is amending this Award Agreement.
Section 4.8 Governing Law. The laws of the State of Delaware
shall govern the interpretation, validity, administration, enforcement and
performance of the terms of this Award Agreement regardless of the law that
might be applied under principles of conflicts of laws.
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IN WITNESS HEREOF, this Award Agreement has been executed and
delivered by the parties hereto.
INTEGRA LIFESCIENCES
THE PARTICIPANT HOLDINGS CORPORATION
By __________________________
______________________________
[Name] Name:
Title:
______________________________
Address
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EXHIBIT A
CONSENT OF SPOUSE
I, ____________________, spouse of _________________, have read and
approve the foregoing Award Agreement. In consideration of granting of the right
to my spouse to purchase shares of Integra LifeSciences Holdings Corporation as
set forth in the Award Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Award
Agreement and agree to be bound by the provisions of the Award Agreement insofar
as I may have any rights in said Award Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Award Agreement.
Dated: _______________, ______
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Name:
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