EXHIBIT 10.36
[FORM OF INCENTIVE STOCK OPTION AGREEMENT]
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
[NAME OF PLAN]
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made as of the date (the "Grant Date")
set forth in the attached Notice of Grant of Stock Options and Option Agreement
("Notice of Grant"), between Integra LifeSciences Holdings Corporation, a
Delaware corporation (the "Company"), and the named Key Employee of the Company,
a Related Corporation or an affiliate (the "Employee").
WHEREAS, the Company desires to afford the Employee an opportunity to
purchase shares of common stock of the Company, par value $.01 per share
("Common Stock") as hereinafter provided, in accordance with the provisions of
the Integra LifeSciences Holdings Corporation [NAME OF PLAN] (the "Plan"), which
can be found on Integra's Intranet at http://intranet/stockoptions/. Requests
for hardcopies of the "Plan" should be directed to Carla Marcinko at the New
Jersey Corporate Office.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration the legal sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option. The Company hereby grants to the Employee the right and
option (the "Option") to purchase all or any part of an aggregate of the number
of shares of Common Stock as set forth in the attached Notice of Grant, subject
to adjustment in accordance with Section 8 of the Plan. It is intended that the
Option granted hereunder be an incentive stock option ("ISO") meeting the
requirements of the Plan and section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Purchase Price. The purchase price per share of the shares of Common
Stock covered by the Option shall be that set forth in the attached Notice of
Grant, subject to adjustment in accordance with Section 8 of the Plan. It is the
determination of the Company's Equity Award Committee (the "Committee") that on
the Grant Date the Option price was not less than the greater of one hundred
percent (100%) (or in the case of a Key Employee who owns more than ten percent
(10%) of the total combined voting power of all shares of stock of the Company
or of a Related Corporation, one hundred ten percent (110%)) of the fair market
value of the Common Stock, or the par value thereof.
3. Term. Unless earlier terminated pursuant to any provision of this Option
Agreement, this Option shall expire on the date set forth in the attached Notice
of Grant (the "Expiration Date"), which date is not more than ten (10) years (or
in the case of a Key Employee who owns more than ten percent (10%) of the total
combined voting power of all shares of stock of the Company or of a Related
Corporation, five (5) years) from the Grant Date. Notwithstanding anything
herein to the contrary, this Option shall not be exercisable after the
Expiration Date.
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4. Exercise of Option. This Option shall vest and become exercisable in
accordance with the vesting schedule set forth in the attached Notice of Grant.
Any portion of the Option that becomes exercisable in accordance with
the foregoing shall remain exercisable, subject to the provisions contained in
this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option as set forth in
this Option Agreement.
5. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised in whole or in part by written
notice to the Company, at its principal office, which is located at 311
Enterprise Drive, Plainsboro, New Jersey 08536. Such notice shall state the
election to exercise the Option and the number of shares with respect to which
it is being exercised; shall be signed by the person or persons so exercising
the Option; shall, unless the Company otherwise notifies the Employee, be
accompanied by the investment certificate referred to in Paragraph 6; and shall
be accompanied by payment of the full Option price of such shares.
The Option price shall be paid to the Company in (i) cash or its
equivalent; or (ii) by delivering a properly executed notice of exercise of the
Option to the Company and a broker, in accordance with Section 7.1(f)(iv) of the
Plan.
Upon receipt of such notice and payment, the Company, as promptly as
practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option is so
exercised. Such certificate(s) shall be registered in the name of the person or
persons so exercising the Option (or, if the Option is exercised by the Employee
and if the Employee so requests in the notice exercising the Option, shall be
registered in the name of the Employee and Employee's spouse, jointly, with
right of survivorship) and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event the
Option is exercised by any person or persons after the legal disability or death
of the Employee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise the Option. All shares that shall be
purchased upon the exercise of the Option as provided herein shall be fully paid
and not assessable by the Company.
6. Shares to be Purchased for Investment. Unless the Company has
theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Option has become effective under
the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration statement is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such
exercise be acquired for investment and not with a view to distribution, and the
person effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
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7. Non-Transferability of Option. This Option is not assignable or
transferable, in whole or in part, by the Employee other than by will or by the
laws of descent and distribution, and during the lifetime of the Employee the
Option shall be exercisable only by the Employee or by his or her guardian or
legal representative.
8. Termination of Employment. If the Employee's employment with the Company
and all Related Corporations is terminated for any reason other than death or
disability prior to the Expiration Date of this Option as set forth in Paragraph
3, this Option may be exercised, to the extent of the number of shares with
respect to which the Employee could have exercised it on the date of such
termination of employment, or to any greater extent permitted by the Committee,
by the Employee at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) Six (6) months after such termination of employment.(However,
if this Option is exercised later than three (3) months after the date of such
termination of employment, it will be treated as a non-qualified stock option).
9. Disability. If the Employee becomes disabled, as defined in the Plan,
during his or her employment with the Company and Related Corporations and,
prior to the Expiration Date of this Option as set forth in Paragraph 3, the
Employee's employment is terminated as a consequence of such disability, this
Option may be exercised, to the extent of the number of shares with respect to
which the Employee could have exercised it on the date of such termination of
employment, or to any greater extent permitted by the Committee in its
discretion, by the Employee, or in the event of the Employee's legal disability,
by the Employee's legal representative, at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One year after the date of such termination of employment.
10. Death. If the Employee dies during his or her employment with the
Company and Related Corporations and prior to the Expiration Date of this Option
as set forth in Paragraph 3, or if the Employee's employment is terminated for
any reason (as described in Paragraphs 8 or 9 above) and the Employee dies
following his or her termination of employment but prior to the earliest of the
Expiration Date of this Option as set forth in Paragraph 3 above or the
expiration of the period determined under Paragraph 8 or 9 above, this Option
may be exercised, to the extent of the number of shares with respect to which
the Employee could have exercised it on the date of his or her death, or to any
greater extent permitted by the Committee, by the Employee's estate, personal
representative or beneficiary who acquired the right to exercise this Option by
bequest or inheritance or by reason of the Employee's death, at any time prior
to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One (1) year after the date of the Employee's death.
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11. Disqualifying Disposition of Option Shares. The Employee agrees to give
written notice to the Company, at its principal office, if a "disposition" of
the shares acquired through exercise of the Option granted hereunder occurs at
any time within two years after the Grant Date or within one year after the
transfer to the Employee of such shares. For purposes of this Paragraph 11, the
term "disposition" shall have the meaning assigned to such term by section
424(c) of the Code.
12. Withholding of Taxes. The obligation of the Company to deliver shares
of Common Stock upon the exercise of the Option shall be subject to applicable
federal, state and local tax withholding requirements. If the exercise of any
Option is subject to the withholding requirements of applicable federal, state
or local tax laws, the Committee, in its discretion, may permit the Employee,
subject to the provisions of the Plan and such additional withholding rules
("Withholding Rules") as shall be adopted by the Committee, to satisfy the
withholding tax, in whole or in part, by electing to have the Company withhold
(or by returning to the Company) shares of Common Stock, which shares shall be
valued, for this purpose, at their fair market value on the date of exercise of
the Option (or, if later, the date on which the Employee recognizes ordinary
income with respect to such exercise). An election to use shares of Common Stock
to satisfy tax withholding requirements must be made in compliance with and
subject to the Withholding Rules. The Committee may not withhold shares in
excess of the number necessary to satisfy the minimum tax withholding
requirements.
13. Construction. Except as would be in conflict with any specific
provision herein, this Option Agreement is made under and subject to the
provisions of the Plan as in effect on the Grant Date and, except as would
conflict with the provisions of this Option Agreement, all of the provisions of
the Plan as in effect on the Grant Date are hereby incorporated herein as
provisions of this Option Agreement. Notwithstanding the foregoing, provisions
of this Option Agreement that conflict with the Plan will be given effect only
to the extent they do not exceed the Committee's discretion under the Plan.
14. Governing Law. This Incentive Stock Option Agreement shall, to the
maximum extent possible, be construed in a manner consistent with the Code
provisions concerning ISOs, and its interpretation shall be governed by
applicable federal law and otherwise by the laws of the State of New Jersey.
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