PERFORMANCE STOCK AGREEMENT
THIS PERFORMANCE STOCK AGREEMENT (the "Award Agreement"), dated as
of
January 3, 2006 (the "Award Date"), is made by and between Integra
LifeSciences
Holdings Corporation, a Delaware corporation (the "Company"), and
Gerard S.
Carlozzi, 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 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 Employment Agreement. "Employment Agreement" shall mean
the
Participant's employment agreement with the Company, dated December
19, 2005.
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
100,000
Shares that will be issued to the Participant under this Award
Agreement if the
Performance Goals or such other criteria described hereunder are
met during the
Performance Period.
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.
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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 after the
end of the
Performance Period (or such earlier date as provided in Section 3.2
of this
Award Agreement) the Performance Stock if the Performance Goals and
the other
conditions set forth in this Award Agreement are met. If the
Performance Goals
are satisfied, the Company shall cause the 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 3.1 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 end of the
Performance
Period, the Participant shall have the right to receive an amount
equal to all
dividends or other distributions paid or made with respect to the
Shares
underlying the Performance Stock as though the Performance Stock
had been issued
as of the Award Date. Payment shall be made at the same time as the
payment of
dividends on its Shares are made to the Company's stockholders.
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
Section 3.1 Forfeiture. If the Performance Goals are not met by the
end
of the Performance Period, the Participant shall forfeit the
Performance Stock
and shall have no right to receive any Shares represented by the
Performance
Stock. If the Participant has a Termination of Service for any
reason other than
termination on acc
