FORM OF
RESTRICTED STOCK AGREEMENT
FOR
NON-EMPLOYEE DIRECTORS (Quarterly Vesting)
THIS RESTRICTED 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
, a non-employee director of the Company, hereinafter
referred to as the “Participant”:
WHEREAS , the Company maintains the Integra LifeSciences
Holdings Corporation [2000] [2001] [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:
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 Restricted Stock. “Restricted
Stock” shall mean
shares of Common Stock of the Company issued under this Award
Agreement and subject to the Restrictions imposed
hereunder.
Section 1.2 Restrictions.
“Restrictions” shall mean the forfeiture and
transferability restrictions imposed upon Restricted Stock under
the Plan and this Award Agreement.
Section 1.3 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 1.4 Secretary. “Secretary”
shall mean the Secretary of the Company.
Section 1.5 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, but excluding 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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Section 1.6 Vested Shares. “Vested
Shares” shall mean the shares of Restricted Stock which are
no longer subject to the Restrictions by reason of
Section 3.2.
Section 1.7 Vesting Date. “Vesting
Date” shall mean each of the three-month, six- month,
nine-month and twelve-month anniversary dates of the Award
Date.
ARTICLE II.
ISSUANCE OF RESTRICTED STOCK
Section 2.1 Issuance of Restricted Stock. On the
date hereof the Company issues to the Participant the Restricted
Stock subject to the Restrictions and other conditions set forth in
this Award Agreement. The Company shall cause the Restricted Stock
to be issued in the name of the Participant or held in book entry
form, but if a stock certificate is issued it shall be delivered to
and held in custody by the Company until the Restrictions lapse or
such Restricted Stock is forfeited. 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 Restrictions. Until vested pursuant
to Section 3.2, the Restricted Stock shall be subject to
forfeiture as provided in Section 3.1 and may not be sold,
assigned, transferred, pledged, or otherwise encumbered or disposed
of.
Section 2.3 Voting and Dividend Rights . The
Participant, shall have all the rights of a stockholder with
respect to his Restricted Stock, including the right to vote the
Restricted Stock and the right to receive all dividends or other
distributions paid or made with respect to the Restricted
Stock.
ARTICLE III.
RESTRICTIONS
Section 3.1 Forfeiture. Upon the
Participant’s Termination of Service, the Participant’s
rights in Restricted Stock that has not yet vested pursuant to
Section 3.2 shall lapse, and such Restricted Stock shall be
surrendered to the Company without consideration (and, in the event
of certificates representing such Restricted Stock are held by the
Company, such Restricted Stock
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