Exhibit 10.43(c)
(As
amended and restated as of January 1, 2008)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
MANAGEMENT INCENTIVE COMPENSATION PLAN
(As
amended and restated as of January 1, 2008)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
MANAGEMENT INCENTIVE COMPENSATION PLAN
The
purpose of the Plan is to enhance the ability of Integra to offer
incentive compensation to Key Associates by rewarding the
achievement of corporate goals and specifically measured individual
goals which are consistent with and support the overall corporate
goals of Integra. More specifically, through this Plan, Integra
intends to (i) reinforce strategically important operational
objectives; (ii) establish goals relating to revenue and
profitability; (iii) provide rewards based on achieving
significant Employer, departmental and individual goals and
objectives; (iv) provide incentives that result in behavior
that is consistent with shareholders’ desires of building a
stronger company with a higher potential for increased
profitability; and (v) incorporate an incentive program in the
Integra overall compensation program to help attract and retain Key
Associates.
(a)
“Administrator” shall mean Integra’s head
of its human resources department, whose duties are set forth in
Section 4.
(b)
“Award” shall mean the incentive award earned by
a Key Associate under the Plan for any Performance Period.
(c)
“Base Salary” shall mean the Key
Associate’s annual base salary rate in effect at the end of a
Performance Period. Base Salary does not include Awards under this
Plan or any other short-term or long-term incentive plan; imputed
income from such programs as group-term life insurance; or
non-recurring earnings, such as moving expenses, but is based on
salary earnings before reductions for such items as deferrals under
Employer-sponsored deferred compensation plans, contributions under
Code section 401(k), contributions to medical savings accounts
under Code section 220 and contributions to flexible spending
accounts under Code section 125.
(d)
“Board” shall mean Integra’s Board of
Directors as constituted from time to time.
(e) “
CEO ” shall mean the Chief Executive Officer of
Integra.
(f)
“Code” shall mean the Internal Revenue Code of
1986, as amended or any successor statute thereto.
(g) “
Committee” shall mean the Compensation Committee of
the Board.
(h)
“Effective Date” shall mean August 11,
2006.
(i)
“Employee” shall mean an employee of the
Employer (including an officer or director who is also an employee)
and any individual characterized as a “leased employee”
within the meaning of Code section 414(n) who works full-time for
the Employer, but excluding
(As
amended and restated as of January 1, 2008)
any
individual (i) employed in a casual or temporary capacity
(i.e., those hired for a specific job of limited duration);
(ii) whose terms of employment are governed by a collective
bargaining agreement that does not provide for participation in
this Plan; (iii) characterized as a “leased
employee” within the meaning of Code section 414 who does not
work full-time for the Employer; or (iv) classified by the
Employer as a “contractor” or “consultant,”
no matter how characterized by the Internal Revenue Service, other
governmental agency or a court. Any change of characterization of
an individual by any court or government agency shall have no
effect upon the classification of an individual as an Employee for
purposes of this Plan, unless the Committee determines
otherwise.
(j)
“Employer” shall mean Integra and any United
States subsidiary of Integra.
(k)
“Integra” shall mean Integra LifeSciences
Holdings Corporation.
(l) “
Key Associate ” for any Performance Period, shall mean
(i) a Senior Officer designated by the Committee to
participate in the Plan, and (ii) each other Employee
designated by the Administrator to participate in the Plan; and who
meets the eligibility requirements described in Section 3
below. Notwithstanding the foregoing, no Employee who, as part of
his or her compensation, receives sales commission or bonus
payments under a sales compensation plan or divisional bonus
program, shall be a “Key Associate.”
(m)
“Performance Goals” for any Performance Period,
shall mean the performance goals of Integra and/or the Employer, as
specified by the Administrator in consultation with Integra’s
Executive Committee, based on the achievement of corporate EBITDA
targets relating to Integra and/or the Employer’s operating
plan and global sales. In addition, performance goals for a
Performance Period will relate to the individual Key
Associate’s attainment of performance goals that are
specified for such Key Employee. The Performance Goals may be
weighted as to corporate and individual goals for each Key
Associate, as determined at the beginning of the Performance Period
or, if later, at the time of the Key Associate’s
participation in the Plan.
(n)
“Performance Period” shall mean the fiscal year
of Integra or any other period designated by the Committee with
respect to which an Award may be earned. The first Performance
Period for the Plan shall be the period between July 1, 2006
and December 31, 2006.
(o)
“Plan” shall mean this Integra LifeSciences
Holdings Corporation Management Incentive Compensation Plan, as
from time to time amended and in effect.
(p)
“Senior Officer” shall mean an executive officer
of Integra as determined under applicable securities laws.
“Target Award Percentage” shall mean with
respect to any Performance Period, the percentage of the Key
Associate’s Base Salary that the Key Associate would earn as
an Award for that Performance Period if the targeted level of
performance was achieved for each of the Performance Goals for that
Key Associate for the Performance Period. Unless otherwise
specified prior to the Performance Period (or, if later, at the
time of the Key Associate’s participation in the Plan),
Target Award Percentages will be determined by the Committee or the
Administrator, as applicable, and in no event will exceed 50% of
base salary for any Key
2
(As
amended and restated as of January 1, 2008)
Associate.
(q)
“Target Award” for any Key Associate with
respect to any Performance Period, shall mean the dollar amount
based on the Key Associate’s Target Award Percentage that the
Key Associate would be eligible to earn as an Award for that
Performance Period.
Subject
to the approval by the Administrator or the Committee, all exempt
Employees employed by an Employer in a Grade Level 9 or above
position, as of January 1 of each Performance Period, shall be
eligible to be selected to participate in the Plan. In addition,
exempt Employees who are newly hired to a Grade Level 9 or above
position after January 1 of a Performance Period, but prior to
October 1 of such Performance Period, will, subject to the approval
of the Administrator or the Committee, be eligible to participate
in the Plan. Any exempt Employee who is either (i) promoted to
a Grade Level 9 or above position, or (ii) a participant in
the Plan but is promoted to a higher Grade Level position, in
either case after January 1 of a Performance Period, but prior to
October 1 of such Performance Period, will, subject to the approval
of the Administrator or the Committee, be eligible to participate
in the Plan for the remaining portion of the Performance Period
after the promotion.
An
exempt Employee who is hired into a Grade Level 9 or above position
on or after October 1 of a Performance Period shall not be eligible
to participate in the Plan for such Performance Period. An exempt
Employee who is not participating in the Plan for a Performance
Period and is subsequently promoted to a Grade Level 9 or above
position on or after October 1 of a Performance Period shall also
not be eligible to participate in the Plan. An exempt Employee who
is participating in the Plan for a Performance Period and is
subsequently promoted to a higher position on or after October 1 of
a Performance Period shall continue at the participation level for
the Performance Period prior to the promotion.
Except
as otherwise provided in this Plan, any individ
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