[ Form for
Mr. Essig’s Annual Performance Stock Grant
]
PERFORMANCE STOCK
AGREEMENT
THIS
PERFORMANCE 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 and the Participant previously entered into that
certain Second Amended and Restated Employment Agreement dated as
of July 27, 2004, as amended by Amendment 2006-1 to the Second
Amended and Restated Employment Agreement and Amendment 2008-1 to
the Second Amended and Restated Employment Agreement;
WHEREAS ,
as of August 6, 2008, the Company and the Participant have
entered into an Amendment 2008-2 to the Second Amended and Restated
Employment Agreement (such Second Amended and Restated Employment
Agreement, as so amended being hereinafter called the “
Employment Agreement ”), pursuant to which the
Participant will continue to serve as President and Chief Executive
Officer of the Company, on the terms and conditions set forth and
described therein;
WHEREAS ,
pursuant to the Employment Agreement, the Company has agreed to
grant to the Participant an annual equity-based award under the
Integra LifeSciences Holdings Corporation 2003 Equity Incentive
Plan (the “ Plan ”), a copy of which is attached
hereto; and
WHEREAS ,
the Compensation Committee of the Board of Directors of the
Company, appointed to administer the Plan, has determined that it
would be to the advantage and in the best interest of the Company
and its stockholders to grant to the Participant an annual award
for [INSERT YEAR] of Performance Stock (as defined below), on the
terms set forth herein.
NOW ,
THEREFORE , in consideration of the various covenants herein
contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
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 Extended Expiration Date .
“Extended Expiration Date” shall mean, in the event
that the Participant and the Company enter into (including by way
of an automatic extension) a new, amended or renewed employment
agreement on or prior to December 31, 2011, the last day of
the term of such new, amended or renewed employment
agreement
Section 1.2 Performance Goals .
“Performance Goals” shall mean the specific goal or
goals determined by the Committee, as specified in
Exhibit B .
Section 1.3 Performance Period .
“Performance Period” shall mean the period of time that
the Performance Goals must be met, as specified in
Exhibit B.
Section 1.4 Performance Stock .
“Performance Stock” shall mean up to [___] Shares that
will be issued to the Participant under this Award Agreement if the
Performance Goals are met during the Performance Period and the
other vesting conditions set forth herein are satisfied.
Section 1.5 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 1.6 Secretary . “Secretary”
shall mean the Secretary of the Company.
Section 1.7 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. A Termination of Service shall not include 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.
ARTICLE II.
AWARD OF PERFORMANCE STOCK
Section 2.1 Award of Performance Stock . As of
the Award Date, the Company issues to the Participant the right to
receive, at the time or times forth in Section 3.3 below,
Shares underlying the vested Performance Stock if the Performance
Goals and the other vesting conditions set forth in this Award
Agreement are met. If the Performance Goals and other vesting
conditions are satisfied, the Company shall cause the vested
Performance Stock to be issued in the name of the Participant as
described under Section 3.3 of this Award Agreement. 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 Forfeiture; Anti-Assignment . The
right to receive the Performance Stock shall be subject to
forfeiture as provided in Section 3.2 of this Award Agreement,
and the Participant shall have no right to sell, assign, transfer,
pledge, or otherwise encumber or dispose of the Participant’s
right to receive the Performance Stock.
Section 2.3 Dividend Equivalents . Prior to the
earlier to occur of the payment or forfeiture of the Performance
Stock, the Participant shall be entitled to receive, with respect
to all Shares underlying outstanding vested Performance Stock,
dividend equivalent amounts equal to the regular quarterly cash
dividend paid or made with respect to the Shares underlying the
vested Performance Stock (to the extent regular quarterly cash
dividends are paid). Such dividend equivalent amounts shall be
aggregated on a quarterly basis while the Performance Stock
is
2
outstanding and
paid to the Participant within thirty (30) days following
December 31, 20___ [LAST DAY OF PERFORMANCE PERIOD].
Notwithstanding the foregoing, if a Change in Control (as defined
in the Employment Agreement) occurs prior to such date, such
dividend equivalent amounts shall be paid to the Participant on the
date of the Change in Control; provided, however, that such
payment shall only occur if the Change in Control meets the
requirements of Section 409A(a)(2)(A)(v) of the Internal Revenue
Code of 1986, as amended (the “ Code ”) and its
corresponding regulations. For the avoidance of doubt, such
dividend equivalent amounts shall only be paid to the extent that
the Performance Stock is vested as of the applicable dividend
payment date, and the Participant shall not be entitled to receive
any dividend equivalent amounts with respect to Performance Stock
that has not vested as of such dividend payment date. The dividend
equivalents and any amounts that may become payable in respect
thereof shall be treated separately from the Performance Stock and
the rights arising in connection therewith for purposes of the
designation of time and form of payments required by Code
Section 409A.
Section 2.4 Voting Rights . Prior to the
issuance of the Performance Stock, the Participant shall have no
voting rights with respect to any Shares represented by the
Performance Stock.
ARTICLE III.
RESTRICTIONS
(a) Subject
to paragraphs (b) and (c) below and to Section 3.2
hereof, the Performance Stock shall vest in cumulative installments
as follows:
(i) The
Performance Stock shall vest with respect to one-third (?) of the
Shares covered thereby on the later to occur of
(A) December 31, 20___ [LAST DAY OF FIRST
YEAR OF PERFORMANCE PERIOD] and (B) the date as of which the
Performance Goal is satisfied;
(ii) The
Performance Stock shall vest with respect to one-third (?) of the
Shares covered thereby on the later to occur of
(A) December 31, 20___ [LAST DAY OF SECOND
YEAR OF PERFORMANCE PERIOD] and (B) the date as of which the
Performance Goal is satisfied; and
(iii) The
Performance Stock shall vest with respect to one-third (?) of the
Shares covered thereby on the later to occur of
(A) December 31, 20___ [LAST DAY OF THIRD
YEAR OF PERFORMANCE PERIOD] and (B) the date as of which the
Performance Goal is satisfied. 1
(b) One
hundred percent (100%) of the Shares covered by the then
outstanding P
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