Exhibit 10.35(b)
AMENDMENT 2008-1
TO THE
JOHN B. HENNEMAN, III
PERFORMANCE STOCK AGREEMENT
DATED AS OF APRIL 2, 2007
THIS AMENDMENT , dated as of
January 2, 2008, between Integra LifeSciences Holdings
Corporation, a Delaware Corporation (the “Company”) and
John B. Henneman, III (“Executive”).
RECITALS
WHEREAS , pursuant to a
Performance Stock Agreement, dated as of April 2, 2007, (the
“Stock Agreement”) the Company granted to Executive an
aggregate of 4,366 shares of common stock of the Company under the
Integra LifeSciences Holdings Corporation 2003 Equity Incentive
Plan, subject to certain performance goals and other
restrictions;
WHEREAS , the Company and
Executive mutually desire to amend the Stock Agreement to comply
with the requirements of section 409A of the Internal Revenue Code
of 1986, as amended and the final regulations issued thereunder;
and
WHEREAS , Section 4.6 of
the Stock Agreement provides that the Stock Agreement may be
amended pursuant to a written agreement between the Company and
Executive.
NOW, THEREFORE , the Company
and Executive hereby agree that, effective January 2, 2008,
the Stock Agreement shall be amended as follows:
1. The first sentence of
Section 3.2 of the Stock Agreement is hereby amended in its
entirety to read as follows:
“If the
Participant has a Termination of Service on account of a
termination by the Company without Cause, Good Reason, death or
Disability prior to the end of the Performance Period, the Shares
represented by the Performance Stock shall be issued to the
Participant (or the Participant’s beneficiary, in the case of
death) within sixty (60) days following the
Participant’s Termination of Service.”
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