Exhibit 10.1
SEPARATION
AGREEMENT
This
Separation Agreement (“ Agreement ”), dated as
of September 6, 2007, is made by and among Integra
LifeSciences Holdings Corporation, a Delaware corporation (the
“ Company ”), and Maureen B. Bellantoni (“
Bellantoni ”).
WHEREAS,
the Company and Bellantoni are parties to that certain 2006
Employment Agreement, dated as of January 10, 2006, which sets
forth the terms of Bellantoni’s employment by the Company
(the “ Employment Agreement ”);
WHEREAS,
pursuant to that certain Performance Stock Agreement, dated as of
January 10, 2006, by and between the Company and Bellantoni
(the “ Performance Stock Agreement ”), the
Company granted Bellantoni, under the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan (the “ Plan
”), the right to receive 10,000 shares of Performance Stock
(as defined in the Performance Stock Agreement) upon the
satisfaction of certain performance goals and other conditions set
forth in the Performance Stock Agreement;
WHEREAS,
pursuant to that certain Restricted Stock Agreement, dated as of
April 2, 2007, by and between the Company and Bellantoni (the
“ Restricted Stock Agreement ”), the Company
issued to Bellantoni 4,366 shares of restricted common stock of the
Company (the “ Restricted Stock ”) under the
Plan; and
WHEREAS,
the Company and Bellantoni desire to specify the terms of
Bellantoni’s resignation from her positions as Executive Vice
President and Chief Financial Officer of the Company, and as an
officer, director and employee of the Company, and to provide for
the termination of the Employment Agreement.
NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual
promises contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and Bellantoni (collectively, the “
Parties ”) hereby agree as follows:
1.
RESIGNATION; TERMINATION OF EMPLOYMENT AGREEMENT
1.1.
Resignation . Bellantoni hereby tenders, and the Company
hereby accepts, Bellantoni’s resignations from (a) her
positions as Executive Vice President and Chief Financial Officer
of the Company and as an officer, director and employee of the
Company, and (b) her positions as an officer, director and
employee of any and all subsidiaries and affiliates of the Company,
in each case effective as of the close of business on
September 6, 2007 (the “ Termination Date
”). Notwithstanding anything contained herein or in the
Employment Agreement, Bellantoni’s resignation hereunder
shall not be deemed a resignation for “Good Reason” for
purposes of, and as defined in, the Employment Agreement. No later
than the Termination Date, Bellantoni shall return to the Company
all Company property in her possession, including without
limitation, keys, building access cards, identification cards,
credit cards, telephone calling cards, computer hardware and
software, cellular and portable telephone
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equipment, personal digital
assistant (PDA) devices, combinations to safes, manuals,
books, notebooks, financial statements, reports and other
documents.
1.2.
Termination of Employment Agreement . Effective as of the
Termination Date, Bellantoni’s employment with the Company
shall terminate and the Employment Agreement shall automatically
terminate and be of no further force or effect, and the Company
shall have no further obligations thereunder. Notwithstanding the
foregoing, the provisions of Section 15 (Restrictive
Covenants) of the Employment Agreement shall survive the
termination of Bellantoni’s employment and the termination of
the Employment Agreement.
1.3.
Separation Payments . Subject to Bellantoni’s
execution, delivery and non-revocation of the Release (as defined
below) and subject to Bellantoni’s continued compliance with
the Restrictive Covenants, the Company shall provide the following
payments and benefits to Bellantoni:
(i) the
Company shall pay Bellantoni a lump-sum cash payment in an amount
equal to $325,000 as soon as practicable following the Termination
Date (but in no event later than the first business day of the
month following the Termination Date); and
(ii) the
Company shall maintain and provide to Bellantoni, at no cost to
Bellantoni, for a period ending at the earliest of (a) the
first anniversary of the Termination Date, (b) the date of
Bellantoni’s full-time employment by another employer, or
(c) Bellantoni’s death, continued participation in all
group life, health, accident and disability insurance plans in
which Bellantoni would have been entitled to participate had her
employment with Company continued throughout such period; provided
that such participation is not prohibited by the terms of the plan
or by the Company for legal reasons; provided, further, that in the
event Bellantoni elects to continue health care coverage in
accordance with COBRA, the company will pay the COBRA cost of the
Company’s health plan for such period.
1.4.
Performance Stock . Bellantoni hereby acknowledges and
agrees that, in accordance with the Performance Stock Agreement, as
a result of the termination of her employment with the Company
prior to the end of the performance period for the Performance
Stock, her right to receive any shares represented by the
Performance Stock shall terminate as of the Termination Date and
all of her right, title and interest in the Performance Stock shall
thereupon be forfeited.
1.5.
Restricted Stock . Bellantoni hereby acknowledges and agrees
that, in accordance with the Restricted Stock Agreement, all of her
right, title and interest in the shares of Restricted Stock that
have not vested as of her termination of employment shall lapse and
be forfeited as of the Termination Date, and all such shares shall
thereupon automatically be surrendered to the Company without
consideration. The Parties acknowledge and agree that as of the
Termination Date, none of the shares of the Restricted Stock have
vested.
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2.
GENERAL RELEASE .
2.1.
General Release . Bellantoni agrees that, no later than
twenty-one (21) days after the Termination Date, she shall
execute and deliver to the Company a release of claims in the form
attached hereto as Exhibit A (the “ Release
”), which Release shall become effective seven days after
execution by Bellantoni. If Bellantoni decides to revoke the
release during such seven day period, she must send a written
statement of revocation, by certified mail, and postmarked no later
than seven days after the date on which she signs the Release to
the Company at the notice address set forth below. Notwithstanding
this Section 2.1, it shall be a condition to
Bellantoni’s right to receive the payments and benefits set
forth in Section 1.3 above that Bellantoni execute, deliver to
the Company and not revoke the Release.
3.
RESTRICTIVE COVENANTS
3.1.
Reaffirmation of Prior Agreements . Bellantoni hereby
acknowledges and agrees that she is bound by certain non-compete,
confidentiality, non-solicitation and other restrictive covenants
set forth in Section 15 of the Employment Agreement.
Notwithstanding anything contained in this Agreement, Bellantoni
hereby reaffirms the covenants and provisions set forth in
Section 15 of the Employment Agreement and acknowledges and
agrees that the provisions of Section 15 of the Employment
Agreement shall survive the termination of Bellantoni’s
employment with the Company and the termination of the Employment
Agreement, and shall remain in full force and effect.
3.2.
Non-Disparagement . Bellantoni agrees that she will not make
any statement, publicly or privately, to any individual or entity,
including, without limitation, clients, customers, employees,
financial or credit institutions, which could reasonably be
expected to disparage the Company, any of its affiliates or any of
their respective employees, officers or directors.
3.3.
Breach of Covenants . Bellantoni acknowledges that a breach
by her of any of the covenants or restrictions contained,
reaffirmed or referenced herein (collectively, the “
Restrictive Covenants ”) will cause irreparable damage
to the Company, the exact amount of which will be difficult to
ascertain, and that the remedies at law for any such breach will be
inadequate in whole or in part. Accordingly, Bellantoni agrees that
if she breaches or attempts to breach any such covenants or
restrictions, the Company shall be entitled to, without limitation,
temporary or
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