Exhibit 10.1
FORM OF OPTION AGREEMENT WITH JOHN B. HENNEMAN, III
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
STOCK OPTION GRANT AND AGREEMENT
Pursuant to
2003 EQUITY INCENTIVE PLAN
STOCK OPTION GRANT AND AGREEMENT made as of the ____ day of
[____],
[2008] (the "Grant Date"), between INTEGRA LIFESCIENCES HOLDINGS
CORPORATION, a
Delaware corporation (the "Company"), and JOHN B. HENNEMAN, III, an
employee of
the Company (the "Employee").
WHEREAS, the Company desires to afford the Employee an opportunity
to
purchase shares of common stock of the Company ("Common Stock"),
par value $.01
per share, as hereinafter provided, under the Integra LifeSciences
Holdings
Corporation 2003 Equity Incentive Plan (the "2003 Plan"), a copy of
which is
attached; and
WHEREAS, the Employee and the Company entered into the Amended
and
Restated 2005 Employment Agreement dated as of December 19, 2005,
as amended by
Amendment 2008-1 to the Amended and Restated 2005 Employment
Agreement (such
Amended and Restated 2005 Employment Agreement, as so amended being
hereinafter
called the "Employment Agreement").
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 a
non-qualified stock option (the "Option") to purchase all or any
part of an
aggregate of [ ] shares of Common Stock.
2. Purchase Price. The purchase price per share of the shares of
Common
Stock covered by the Option shall be $[FAIR MARKET VALUE ON THE
DATE OF GRANT].
It is the determination of the Company's Compensation Committee
(the
"Committee") that on the Grant Date the purchase price per share
was not less
than the greater of one hundred percent (100%) 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
Stock Option Grant and Agreement, this Option shall expire on
[TENTH ANNIVERSARY
OF DATE OF GRANT] (the "Expiration Date"), which date is not more
than ten (10)
years from the Grant Date. Notwithstanding anything herein to the
contrary, this
Option shall not be exercisable after the Expiration Date.
<PAGE>
4. Exercise of Option. The Committee, using its authority and
discretion under Sections 3(b) and 7.1 of the 2003 Plan to set the
terms of
Options granted under the 2003 Plan, has determined that this
Option, subject to
law and regulation, shall vest and become exercisable in such
installments and
on such dates, as follows:
This Option shall vest and become exercisable with respect to
[1/4th OF THE TOTAL SHARES GRANTED] shares on [December 31, 2008].
Thereafter,
this Option shall vest and become exercisable with respect to
1/36th of the
remaining shares on the first business day of each following month.
Except as
provided in Section 8(i) hereof, this Option, to the extent not
theretofore
expired or terminated, shall vest and become exercisable in its
entirety, and
shall remain exercisable until the Expiration Date, (i) upon the
occurrence of a
"Change in Control" (as defined in the Employment Agreement), or
(ii) upon the
receipt of a bona fide two-tier tender offer with respect to the
outstanding
shares of Common Stock.
Notwithstanding anything contained herein, no portion of the
Option which has not become vested and exercisable as of the
Employee's
termination of employment or in connection with Employee's
termination of
employment shall thereafter become vested or exercisable.
Once the Option becomes exercisable in accordance with the
foregoing, it shall remain exercisable, subject to the provisions
contained in
this Stock Option Grant and 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 Stock Option Grant and Agreement.
5. Method of Exercising Option. Subject to the terms and conditions
of
this Stock Option Grant and Agreement, the Option may be exercised
in whole or
in part by written notice to the Company, at its principal office,
which is
currently 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
Section 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;
(ii) cash equivalent; (iii) Common Stock of the Company, in
accordance with
Section 7.1(f)(ii) of the 2003 Plan (as in effect on the date of
this Stock
Option Grant and Agreement); (iv) any combination of (i)-(iii); or
(v) by
delivering a properly executed notice of exercise of the Option in
accordance
with Section 7.1(f)(iii) of the 2003 Plan (as in effect on the date
of this
Stock Option Grant and Agreement).
<PAGE>
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 the 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 are
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 delay 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. If any law or regulation requires the Company to take
any
additional action regarding the Common Stock before the Company
issues
certificates for the Common Stock subject to this Option or before
such Common
Stock may be transferred by the Employee, the Company shall use its
commercially
reasonable best efforts to resolve such problem. The Company may
choose an
alternative method of delivering the shares.
7. Transferability. 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/her guardian or legal
representative.
8. Termination of Employment. If the Employee's employment with
the
Company and all Related Corporations, as defined in the 2003 Plan,
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 shall vest and
become
exercisable in the following manner:
(i) Termination for Cause or Voluntary Termination
Without Good Reason. If the Employee is terminated for "Cause" or
if the
Employee voluntarily leaves his employment with the Company (other
than for
"Good Reason" or "Disability"), as such terms are defined in the
Employment
Agreement, prior to [the later of (i)] December 31, 2008 [or (ii)
in the event
that Employee and the Company enter into a new, amended or renewed
employment
<PAGE>
agreement prior to December 31, 2008, the last day of the initial
term of such
new, amended or renewed employment agreement (the "Extended
Expiration Date")],
then the portion of this Option that is vested on the date of
termination shall
be exercisable until the Expiration Date and the non-vested portion
of this
Option shall terminate on the date of termination.
(ii) Termination without Cause or by Employee for Good
Reason. If Employee is terminated
without "Cause" or terminates employment for "Good Reason", then
this Option
shall become immediately vested and exercisable and shall remain
exercisable in
full until the Expiration Date.
(iii) Termination After December 31, 2008. If Employee's
employment terminates as a result
of the Employment Agreement not being amended, renewed or replaced
by a new
employment agreement upon the expiration of
