Filed by Bowne Pure Compliance






Exhibit 10.2




INTEGRA LIFESCIENCES HOLDINGS CORPORATION

AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN




EFFECTIVE AS OF JULY 9, 2008




WHEREAS, Integra LifeSciences Holdings Corporation (the “Company”) desires to have the ability
to award certain equity-based benefits to certain “Key Employees” and “Associates” (as defined
below);



NOW, THEREFORE, the Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity
Incentive Plan is hereby adopted under the following terms and conditions. This Plan amends and
restates in its entirety the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan,
originally adopted by the Board as of February 2, 2003 and approved by the Company’s stockholders
as of May 21, 2003.



1) Purpose. The Plan is intended to provide a means whereby the Company may grant ISOs to
Key Employees and may grant NQSOs, Restricted Stock, Stock Appreciation Rights, Performance Stock,
Contract Stock and Dividend Equivalent Rights to Key Employees and Associates. Thereby, the Company
expects to attract and retain such Key Employees and Associates and to motivate them to exercise
their best efforts on behalf of the Company and any Related Corporations and Affiliates.



2) Definitions



a) “Affiliate” shall mean an entity in which the Company or a Related Corporation has a 50
percent or greater equity interest.



b) “Associate” shall mean a designated nonemployee director, consultant or other person
providing services to the Company, a Related Corporation or an Affiliate.



c) “Award” shall mean ISOs, NQSOs, Restricted Stock, Stock Appreciation Rights, Performance
Stock, Contract Stock and/or Dividend Equivalent Rights awarded by the Committee to a Participant.



d) “Award Agreement” shall mean a written document evidencing the grant of an Award, as
described in Section 10.1.



e) “Board” shall mean the Board of Directors of the Company.



f) “Code” shall mean the Internal Revenue Code of 1986, as amended.



g) “Committee” shall mean the Company’s Compensation Committee of the Board, which shall
consist solely of not fewer than two directors of the Company who shall be appointed by, and serve
at the pleasure of, the Board (taking into consideration the rules under section 16(b) of the
Exchange Act and the requirements of section 162(m) of the Code).



h) “Company” shall mean Integra LifeSciences Holdings Corporation, a Delaware corporation.



i) “Contract Date” shall mean the date specified in the Award Agreement on which a Participant
is entitled to receive Contract Stock, provided he or she is still providing services to the
Company, a Related Corporation, or an Affiliate on such date.



j) “Contract Stock” shall mean an Award that entitles the recipient to receive unrestricted
Shares, without payment, if the recipient is still providing services to the Company or a Related
Corporation as of a future date specified in the Award Agreement.



k) “Disability” shall mean separation from service as a result of “permanent and total
disability,” as defined in section 22(e)(3) of the Code.


 


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l) “Dividend Equivalent Right” shall mean an Award that entitles the recipient to receive a
benefit in lieu of cash dividends that would have been payable on any or all Shares subject to
another Award granted to the Participant had such Shares been outstanding.



m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



n) “Fair Market Value” shall mean the following, arrived at by a good faith determination of
the Committee:




i) if there are sales of Shares on a national securities exchange or in an over-the-counter
market on the date of grant (or on such other date as value must be determined), then the quoted
closing price on such date; or




ii) if there are no such sales of Shares on the date of grant (or on such other date as
value must be determined), then the quoted closing price on the last preceding date for which
such quotation exists; or




iii) if the Shares are not listed on an established securities exchange or over-the-counter
market system on the date of grant, but the Shares are regularly quoted by a recognized
securities dealer, then the mean of the high bid and low asked prices for such date or, if there
are no high bid and low asked prices for a Share on such date, the high bid and low asked prices
for a Share on the last preceding date for which such information exists; or




iv) if paragraphs (i) through (iii) above are not applicable, then such other method of
determining fair market value as shall be adopted by the Committee.



o) “ISO” shall mean an Option which, at the time such Option is granted under the Plan,
qualifies as an incentive stock option within the meaning of section 422 of the Code, unless the
Award Agreement states that the Option will not be treated as an ISO.



p) “Key Employee” shall mean an officer, executive, or managerial or nonmanagerial employee of
the Company, a Related Corporation, or an Affiliate.



q) “More-Than-10-Percent Stockholder” shall mean any person who at the time of grant owns,
directly or indirectly, or is deemed to own by reason of the attribution rules of section 424(d) of
the Code, Shares possessing more than 10 percent of the total combined voting power of all classes
of Shares of the Company or of a Related Corporation.



r) “NQSO” shall mean an Option that, at the time such Option is granted to a Participant, does
not meet the definition of an ISO, whether or not it is designated as a nonqualified stock option
in the Award Agreement.



s) “Option” is an Award entitling the Participant on exercise thereof to purchase Shares at a
specified exercise price.



t) “Participant” shall mean a Key Employee or Associate who has been granted an Award under
the Plan.



u) “Performance Stock” shall mean an Award that entitles the recipient to receive Shares,
without payment, following the attainment of designated Performance Goals.



v) “Performance Goals” shall mean goals deemed by the Committee to be important to the success
of the Company or any of its Related Corporations or Affiliates. The Committee shall establish the
specific measures for each such goal at the time an Award of Performance Stock is granted. In
creating these measures, the Committee shall use one or more of the following business criteria:
return on assets, return on net assets, asset turnover, return on equity, return on capital, market
price appreciation of Shares, economic value added, total stockholder return, net income, pre-tax
income, earnings per share, operating profit margin, net income margin, sales margin, cash flow,
market share, inventory turnover, sales growth, capacity utilization, increase in customer base,
environmental health and safety, diversity, and/or quality. The business criteria may be expressed
in absolute terms or relative to the performance of other companies or an index.


 


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w) “Plan” shall mean the Integra LifeSciences Holdings Corporation Amended and Restated 2003
Equity Incentive Plan, as set forth herein and as it may be amended from time to time.



x) “Related Corporation” shall mean either a “subsidiary corporation” of the Company (if any),
as defined in section 424(f) of the Code, or the “parent corporation” of the Company (if any), as
defined in section 424(e) of the Code.



y) “Restricted Stock” shall mean an Award that grants the recipient Shares at no cost but
subject to whatever restrictions are determined by the Committee.



z) “Securities Act” shall mean the Securities Act of 1933, as amended.



aa) “Shares” shall mean shares of common stock of the Company, par value $0.01 per share.



bb) “Stock Appreciation Right” shall mean an Award entitling the recipient on exercise to
receive an amount, in cash or Shares or a combination thereof (such form to be determined by the
Committee), determined in whole or in part by reference to appreciation in Share value.



3. Administration



a) The Plan shall be administered by the Committee. Each member of the Committee, while
serving as such, shall be deemed to be acting in his or her capacity as a director of the Company.
Acts approved by a majority of the members of the Committee at which a quorum is present, or acts
without a meeting reduced to or approved in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee. Any authority of the Committee may be delegated either by
the Committee or the Board to a committee of the Board or any other Plan administrator, but only to
the extent such delegation complies with the requirements of Section 162(m) of the Code, Rule 16b-3
promulgated under the Exchange Act or as required by any other applicable rule or regulation.



b) The Committee shall have the authority:




i) to select the Key Employees and Associates to be granted Awards under the Plan and to
grant such Awards at such time or times as it may choose;




ii) to determine the type and size of each Award, including the number of Shares subject to
the Award;




iii) to determine the terms and conditions of each Award;




iv) to amend an existing Award in whole or in part (including the extension of the exercise
period for any NQSO), except that the Committee may not (A) lower the exercise price of any
Option or Stock Appreciation Right, or (B) without the consent of the Participant holding the
Award, take any action under this clause if such action would adversely affect the rights of such
Participant;




v) to adopt, amend and rescind rules and regulations for the administration of the Plan;




vi) to interpret the Plan and decide any questions and settle any controversies that may
arise in connection with it; and




vii) to adopt such modifications, amendments, procedures, sub-plans and the like, which may
be inconsistent with the provisions of the Plan, as may be necessary to comply with the laws and
regulations of other countries in which the Company and its Related Corporations and Affiliates
operate in order to assure the viability of Awards granted under the Plan to individuals in such
other countries.



Such determinations and actions of the Committee, and all other determinations and actions of
the Committee made or taken under authority granted by any provision of the Plan, shall be
conclusive and shall bind all parties. Nothing in this subsection (b) shall be construed as
limiting the power of the Board or the Committee to make the adjustments described in Sections 8.3
and 8.4.


 


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4. Effective Date and Term of Plan



a) Effective Date. The Plan, as amended and restated, having been adopted by the Board on
April 23, 2008, is subject to the approval of the stockholders of the Company in accordance with
Section 9(b), and shall become effective on the date on which such approval is obtained.



b) Term of Plan for ISOs. No ISO may be granted under the Plan after February 23, 2013, but
ISOs previously granted may extend beyond that date. Awards other than ISOs may be granted after
that date.



5. Shares Subject to the Plan. The aggregate number of Shares that may be delivered under
the Plan is 4,000,000. Further, no Key Employee shall receive Awards for more than 1,000,000 Shares
in the aggregate during any calendar year under the Plan. However, the limits in the preceding two
sentences shall be subject to the adjustment described in Section 8.3. Shares delivered under the
Plan may be authorized but unissued Shares or reacquired Shares, and the Company may purchase
Shares required for this purpose, from time to time, if it deems such purchase to be advisable. Any
Shares still subject to an Option which expires or otherwise terminates for any reason whatever
(including, without limitation, the surrender thereof) without having been exercised in full, any
Shares that are still subject to an Award that is forfeited, any Shares withheld for the payment of
taxes with respect to an Award, and the Shares subject to an Award which is payable in Shares or
cash and that is satisfied in cash rather than in Shares shall continue to be available for Awards
under the Plan.



6. Eligibility. The class of individuals who shall be eligible to receive Awards under the
Plan shall be the Key Employees (including any directors of the Company who are also officers or
Key Employees) and the Associates. More than one Award may be granted to a Key Employee or
Associate under the Plan.



7. Types of Awards



7.1 Options



a) Kinds of Options. Both ISOs and NQSOs may be granted by the Committee under the Plan.
However, ISOs may only be granted to Key Employees of the Company or of a Related Corporation.
NQSOs may be granted to both Key Employees and Associates. Once an ISO has been granted, no action
by the Committee that would cause the Option to lose its status as an ISO under the Code will be
effective without the consent of the Participant holding the Option.



b) $100,000 Limit. The aggregate Fair Market Value of the Shares with respect to which ISOs
are exercisable for the first time by a Key Employee during any calendar year (counting ISOs under
this Plan and under any other stock option plan of the Company or a Related Corporation) shall not
exceed $100,000. If an Option intended as an ISO is granted to a Key Employee and the Option may
not be treated in whole or in part as an ISO pursuant to the $100,000 limit, the Option shall be
treated as an ISO to the extent it may be so treated under the limit and as an NQSO as to the
remainder. For purposes of determining whether an ISO would cause the limit to be exceeded, ISOs
shall be taken into account in the order granted. The annual limits set forth above for ISOs shall
not apply to NQSOs.



c) Exercise Price. The exercise price of an Option shall be determined by the Committee,
subject to the following:




i) The exercise price of an ISO shall not be less than the greater of (A) 100 percent (110
percent in the case of an ISO granted to a More-Than-10-Percent Stockholder) of the Fair Market
Value of the Shares subject to the Option, determined as of the time the Option is granted, or
(B) the par value per Share.




ii) The exercise price of an NQSO shall not be less than the greater of (A) 100 percent of
the Fair Market Value of the Shares subject to the Option, determined as of the time the Option
is granted, or (B) the par value per Share.


 


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d) Term of Options. The term of each Option may not be more than 10 years (five years, in the
case of an ISO granted to a More-Than-10-Percent Stockholder) from the date the Option was granted,
or such earlier date as may be specified in the Award Agreement.



e) Exercise of Options. An Option shall become exercisable at such time or times (but not
less than three months from the date of grant), and on such conditions, as the Committee may
specify. The Committee may at any time and from time to time accelerate the time at which all or
any part of the Option may be exercised. Any exercise of an Option must be in writing, signed by
the proper person, and delivered or mailed to the Company, accompanied by (i) any other documents
required by the Committee and (ii) payment in full in accordance with subsection (f) below for the
number of Shares for which the Option is exercised (except that, in the case of an exercise
arrangement approved by the Committee and described in subsection (f)(iii) below, payment may be
made as soon as practicable after the exercise). Only full shares shall be issued under the Plan,
and any fractional share that might otherwise be issuable upon exercise of an Option granted
hereunder shall be forfeited.



f) Payment for Shares. Shares purchased on the exercise of an Option shall be paid for as
follows:




i) in cash or by check (acceptable to the Committee), bank draft, or money order payable to
the order of the Company;




ii) in Shares previously acquired by the Participant; provided, however, that if such Shares
were acquired through the exercise of an ISO and are used to pay the Option price of an ISO, such
Shares have been held by the Participant for a period of not less than the holding period
described in section 422(a)(1) of the Code on the date of exercise, or if such Shares were
acquired through the exercise of an NQSO and are used to pay the Option price of an ISO, or if
such Shares were acquired through the exercise of an ISO or an NQSO and are used to pay the
Option price of an NQSO, such Shares have been held by the Participant for such period of time as
required to be considered “mature” Shares for purposes of accounting treatment;




iii) by delivering a properly executed notice of exercise of the Option to the Company and a
broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount
of sale or loan proceeds necessary to pay the exercise price of the Option; or




iv) by any combination of the above-listed forms of payment.



In the event the Option price is paid, in whole or in part, with Shares, the portion of the
Option price so paid shall be equal to the Fair Market Value on the date of exercise of the Option
of the Shares surrendered in payment of such Option price.



7.2. Stock Appreciation Rights



a) Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted to a Key
Employee or Associate by the Committee. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan. A Stock Appreciation Right granted in tandem with
an Option that is not an ISO may be granted either at or after the time the Option is granted. A
Stock Appreciation Right granted in tandem with an ISO may be granted only at the time the ISO is
granted.



b) Nature of Stock Appreciation Rights. A Stock Appreciation Right entitles the Participant
to receive, with respect to each Share as to which the Stock Appreciation Right is exercised, the
excess of the Share’s Fair Market Value on the date of exercise over its Fair Market Value on the
date the Stock Appreciation Right was granted. Such excess shall be paid in cash, Shares, or a
combination thereof, as determined by the Committee.



c) Rules Applicable to Tandem Awards. When Stock Appreciation Rights are granted in tandem
with Options, the number of Stock Appreciation Rights granted to a Participant that shall be
exercisable during a specified period shall not exceed the number of Shares that the Participant
may purchase upon the exercise of the related Option during such period. Upon the exercise of an
Option, the Stock Appreciation Right relating to the Shares covered by such Option will terminate.
Upon the exercise of a Stock Appreciation Right, the related Option will terminate to the extent of
an equal number of Shares. The Stock Appreciation Right will be exercisable only at such time or
times, and to the extent, that the related Option is exercisable and will be exercisable in
accordance with the procedure required for exercise of the related Option. The Stock Appreciation
Right will be transferable only when the related Option is transferable, and under the same
conditions. A Stock Appreciation Right granted in tandem with an ISO may be exercised only when the
Fair Market Value of the Shares subject to the ISO exceeds the exercise price of such ISO.


 


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d) Exercise of Independent Stock Appreciation Rights. A Stock Appreciation Right not granted
in tandem with an Option shall become exercisable at such time or times, and on such conditions, as
the Committee may specify in the Award Agreement. The Committee may at any time accelerate the time
at which all or any part of the Stock Appreciation Right may be exercised. Any exercise of an
independent Stock Appreciation Right must be in writing, signed by the proper person, and delivered
or mailed to the Company, accompanied by any other documents required by the Committee.



e) Term of Stock Appreciation Rights. The term of each Stock Appreciation Right may not be
more than 10 years from the date the Stock Appreciation Right was granted, or such earlier date as
may be specified in the Award Agreement.



7.3. Restricted Stock



a) General Requirements. Restricted Stock may be issued or transferred to a Key Employee or
Associate (for no consideration), to the extent permitted by applicable law.



b) Rights as a Stockholder. Unless the Committee determines otherwise, a Key Employee or
Associate who receives Restricted Stock shall have certain rights of a stockholder with respect to
the Restricted Stock, including voting and dividend rights, subject to the restrictions described
in subsection (c) below and any other conditions imposed by the Committee at the time of grant.
Unless the Committee determines otherwise, certificates evidencing shares of Restricted Stock will
remain in the possession of the Company until such Shares are free of all restrictions under the
Plan.



c) Restrictions. Except as otherwise specifically provided by the Plan, Restricted Stock may
not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of, and if the
Participant ceases to provide services to any of the Company and its Related Corporations and
Affiliates for any reason, must be forfeited to the Company. These restrictions will lapse at such
time or times, and on such conditions, as the Committee may specify in the Award Agreement. Upon
the lapse of all restrictions, the Shares will cease to be Restricted Stock for purposes of the
Plan. The Committee may at any time accelerate the time at which the restrictions on all or any
part of the Shares will lapse.



d) Notice of Tax Election. Any Participant making an election under section 83(b) of the Code
for the immediate recognition of income attributable to an Award of Restricted Stock must provide a
copy thereof to the Company within 10 days of the filing of such election with the Internal Revenue
Service.



7.4. Performance Stock; Performance Goals



a) Grant. The Committee may grant Performance Stock to any Key Employee or Associate,
conditioned upon the meeting of designated Performance Goals. The Committee shall determine the
number of Shares of Performance Stock to be granted.



b) Performance Period and Performance Goals. When Performance Stock is granted, the Committee
shall establish the performance period during which performance shall be measured, the Performance
Goals, and such other conditions of the Award as the Committee deems appropriate.



c) Delivery of Performance Stock. At the end of each performance period, the Committee shall
determine to what extent the Performance Goals and other conditions of the Award have been met and
the number of Shares, if any, to be delivered with respect to the Award.


 


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7.5. Contract Stock



a) Grant. The Committee may grant Contract Stock to any Key Employee or Associate,
conditioned upon the Participant’s continued provision of services to the Company and its Related
Corporations and Affiliates through the date specified in the Award Agreement. The Committee shall
determine the number of Shares of Contract Stock to be granted.



b) Contract Date. When Contract Stock is granted, the Committee shall establish the Contract
Date on which the Contract Stock shall be delivered to the Participant, provided the Participant is
still providing services to the Company and its Related Corporations and Affiliates on such date.



c) Delivery of Contract Stock. If the Participant is still providing services to the Company
and its Related Corporations and Affiliates as of the Contract Date, the Committee shall cause the
Contract Stock to be delivered to the Participant in accordance with the terms of the Award
Agreement.



7.6. Dividend Equivalent Rights. The Committee may provide for payment to a Key Employee or
Associate of Dividend Equivalent Rights, either currently or in the future, or for the investment
of such Dividend Equivalent Rights on behalf of the Participant.



8. Events Affecting Outstanding Awards



8.1. Termination of Service (Other Than by Death or Disability). If a Participant ceases to
provide services to the Company and its Related Corporations and Affiliates for any reason other
than death or Disability, as the case may be, the following shall apply:




a) Except as otherwise determined by the Committee, all Options and Stock Appreciation
Rights held by the Participant that were not exercisable immediately prior to the Participant’s
termination of service shall terminate at that time. Any Options or Stock Appreciation Rights
that were exercisable immediately prior to the termination of service will continue to be
exercisable for six months (or for such longer period as the Committee may determine), and shall
thereupon terminate, unless the Award Agreement provides by its terms for immediate termination
or for termination in less than six months in the event of termination of service.




In no event, however, shall an Option or Stock Appreciation Right remain exercisable beyond the
latest date on which it could have been exercised without regard to this Section. For purposes of
this subsection (a), a termination of service shall not be deemed to have resulted by reason of a
sick leave or other bona fide leave of absence approved for purposes of the Plan by the
Committee.




b) Except as otherwise determined by the Committee, all Restricted Stock held by the
Participant at the time of the termination of service must be transferred to the Company (and, in
the event the certificates representing such Restricted Stock are held by the Company, such
Restricted Stock shall be so transferred without any further action by the Participant), in
accordance with Section 7.3.




c) Except as otherwise determined by the Committee, all Performance Stock, Contract Stock,
and Dividend Equivalent Rights to which the Participant was not irrevocably entitled prior to the
termination of service shall be forfeited and the Awards canceled as of the date of such
termination of service.



8.2. Death or Disability. If a Participant dies or incurs a Disability, the following shall
apply:




a) Except as otherwise determined by the Committee, all Options and Stock Appreciation
Rights held by the Participant immediately prior to death or Disability, as the case may be, to
the extent then exercisable, may be exercised by the Participant or by the Participant’s legal
representative (in the case of Disability), or by the Participant’s executor or administrator or
by the person or persons to whom the Option or Stock Appreciation Right is transferred by will or
the laws of descent and distribution, at any time within the one-year period ending with the
first anniversary of the Participant’s death or Disability (or such shorter or longer period as
the Committee may determine), and shall thereupon terminate. In no event, however, shall an
Option or Stock Appreciation Right remain exercisable beyond the latest date on which it could
have been exercised without regard to this Section. Except as otherwise determined by the Committee, all Options and
Stock Appreciation Rights held by a Participant immediately prior to death or Disability that are
not then exercisable shall terminate at the date of death or Disability.


 


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b) Except as otherwise determined by the Committee, all Restricted Stock held by the
Participant at the date of death or Disability, as the case may be, must be transferred to the
Company (and, in the event the certificates representing such Restricted Stock are held by the
Company, such Restricted Stock shall be so transferred without any further action by the
Participant), in accordance with Section 7.3.




c) Except as otherwise determined by the Committee, all Performance Stock, Contract Stock,
and Dividend Equivalent Rights to which the Participant was not irrevocably entitled prior to
death or Disability, as the case may be, shall be forfeited and the Awards canceled as of the
date of death or Disability.



8.3. Capital Adjustments. The maximum number of Shares that may be delivered under the Plan,
and the maximum number of Shares with respect to which Awards may be granted to any Key Employee or
Associate under the Plan, both as stated in Section 5, and the number of Shares issuable upon the
exercise or vesting of outstanding Awards under the Plan (as well as the exercise price per Share
under outstanding Options or Stock Appreciation Rights), shall be proportionately adjusted, as may
be deemed appropriate by the Committee, to reflect any increase or decrease in the number of issued
Shares resulting from a subdivision (share-split), consolidation (reverse split), stock dividend,
or similar change in the capitalization of the Company.



8.4. Certain Corporate Transactions



a) In the event of a corporate transaction (as, for example, a merger, consolidation,
acquisition of property or stock, separation, reorganization, or liquidation), each outstanding
Award shall be assumed by the surviving or successor entity; provided, however, that in the event
of a proposed corporate transaction, the Committee may terminate all or a portion of any
outstanding Award, effective upon the closing of the corporate transaction, if it determines that
such termination is in the best interests of the Company. If the Committee decides to terminate
outstanding Options or Stock Appreciation Rights, the Committee shall give each Participant holding
an Option or Stock Appreciation Right to be terminated not less than seven days’ notice prior to
any such termination, and any Option or Stock Appreciation Right that is to be so terminated may be
exercised (if and only to the extent that it is then exercisable) up to, and including the date
immediately preceding such termination. Further, the Committee, in its discretion, may (i)
accelerate, in whole or in part, the date on which any or all Options and Stock Appreciation Rights
become exercisable, (ii) remove the restrictions from outstanding Restricted Stock, (iii) cause the
delivery of any Performance Stock, even if the associated Performance Goals have not been met, (iv)
cause the delivery of any Contract Stock, even if the Contract Date has not been reached; and/or
(v) cause the payment of any Dividend Equivalent Rights. The Committee also may, in its discretion,
change the terms of any outstanding Award to reflect any such corporate transaction, provided that,
in the case of ISOs, such change would not constitute a “modification” under section 424(h) of the
Code, unless the Participant consents to the change.



b) With respect to an outstanding Award held by a Participant who, following the corporate
transaction, will be employed by or otherwise providing services to an entity which is a surviving
or acquiring entity in such transaction or an affiliate of such an entity, the Committee may, in
lieu of the action described in subsection (a) above, arrange to have such surviving or acquiring
entity or affiliate grant to the Participant a replacement award which, in the judgment of the
Committee, is substantially equivalent to the Award.



8.5. Exercise Upon Change in Control



a) Notwithstanding any other provision of this Plan, all outstanding Options and all Stock
Appreciation Rights shall become fully vested and exercisable, all Performance Stock and all
Dividend Equivalent Rights shall become fully vested, all Contract Stock shall become immediately
payable, and all restrictions shall be removed from any outstanding Restricted Stock, upon a Change
in Control.


 


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b) “Change in Control” shall mean:




i) An acquisition (other than directly from the Company) of any voting securities of the
Company (“Voting Securities”) by any “Person” (as such term is used for purposes of section 13(d)
or 14(d) of the Exchange Act) immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or more of
the combined voting power of all the then outstanding Voting Securities, other than the Company,
any trustee or other fiduciary holding securities under any employee benefit plan of the Company
or an affiliate thereof, or any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the Company;
provided, however, that any acquisition from the Company or any acquisition pursuant to a
transaction which complies with paragraph (iii)(A) and (B) below shall not be a Change in Control
under this paragraph (i);




ii) The individuals who, as of March 1, 2003, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however,
that if the election, or nomination for election by the stockholders, of any new director was
approved by a vote of at least two-thirds of the members of the Board who constitute Incumbent
Board members, such new directors shall for all purposes be considered as members of the
Incumbent Board as of March 1, 2003, provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of Directors (a “Proxy Contest”)
including by reason of any agreement intended to avoid or settle any Election Contest or Proxy
Contest;




iii) consummation by the Company of a reorganization, merger, or consolidation or sale or
other disposition of all or substantially all of the assets of the Company or the acquisition of
assets or stock of another entity (a “Business Combination”), unless immediately following such
Business Combination: (A) more than 50 percent of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors of (I) the
corporation resulting from such Business Combination (the “Surviving Corporation”), or (II) if
applicable, a corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more subsidiaries
(the “Parent Corporation”), is represented, directly or indirectly, by Company Voting Securities
outstanding immediately prior to such Business Combination (or, if applicable, is represented by
 shares into which such Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in substantially the same
proportions as their ownership, immediately prior to such Business Combination, of the Company
Voting Securities; and (B) at least a majority of the members of the board of directors of the
Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were
members of the Incumbent Board at the time of the execution of the initial agreement, or the
action of the Board, providing for such Business Combination;




iv) approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company; or




v) acceptance by the stockholders of the Company of shares in a share exchange if the
stockholders of the Company immediately before such share exchange do not own, directly or
indirectly, immediately following such share exchange more than 50 percent of the combined voting
power of the outstanding Voting Securities of the corporation resulting from such share exchange
in substantially the same proportion as their ownership of the Voting Securities outstanding
immediately before such share exchange.



9. Amendment or Termination of the Plan



a) In General. The Board, pursuant to a written resolution, may from time to time suspend or
terminate the Plan or amend it and, except as provided in Section 3(b)(iv), 7.1(a), and 8.4(a), the
Committee may amend any outstanding Awards in any respect whatsoever; except that, without the
approval of the stockholders (given in the manner set forth in subsection (b) below):



i) no
amendment may be made that would:





(A) change the class of employees eligible to participate in the Plan with respect to ISOs;



 


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(B) except as permitted under Section 8.3, increase the maximum number of Shares with
respect to which ISOs may be granted under the Plan;




(C) extend the duration of the Plan under Section 4(b) with respect to any ISOs granted
hereunder; or




(D) reprice or regrant through cancellation, or modify (except in connection with a change
in the Company’s capitalization) any award, if the effect would be to reduce the exercise price
for the shares underlying such award.




ii) no amendment may be made that would constitute a modification of the material terms of
the “performance goal(s)” within the meaning of Treas. Reg. § 1.162-27(e)(4)(vi) or any successor
thereto (to the extent compliance with section 162(m) of the Code is desired).



Notwithstanding the foregoing, no such suspension, termination or amendment shall materially
impair the rights of any Participant holding an outstanding Award without the consent of such
Participant.



b) Manner of Stockholder Approval. The approval of stockholders must be effected by a
majority of the votes cast (including abstentions, to the extent abstentions are counted as voting
under applicable state law) in a separate vote at a duly held stockholders’ meeting at which a
quorum representing a majority of all outstanding voting stock is, either in person or by proxy,
present and voting on the Plan.



10. Miscellaneous



10.1. Documentation of Awards. Awards shall be evidenced by such written Award Agreements,
if any, as may be prescribed by the Committee from time to time. Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or certificates,
letters, or similar instruments, which need not be executed by the Participant but acceptance of
which will evidence agreement to the terms thereof.



10.2. Rights as a Stockholder. Except as specifically provided by the Plan or an Award
Agreement, the receipt of an Award shall not give a Participant rights as a stockholder; instead,
the Participant shall obtain such rights, subject to any limitations imposed by the Plan or the
Award Agreement, upon the actual receipt of Shares.



10.3. Conditions on Delivery of Shares. The Company shall not deliver any Shares pursuant to
the Plan or remove restrictions from Shares previously delivered under the Plan (i) until all
conditions of the Award have been satisfied or removed, (ii) until all applicable Federal and state
laws and regulations have been complied with, and (iii) if the outstanding Shares are at the time
of such delivery listed on any stock exchange, until the Shares to be delivered have been listed or
authorized to be listed on such exchange. If an Award is exercised by the Participant’s legal
representative, the Company will be under no obligation to deliver Shares pursuant to such exercise
until the Company is satisfied as to the authority of such representative.



10.4. Registration and Listing of Shares. If the Company shall deem it necessary to register
under the Securities Act or any other applicable statute any Shares purchased under this Plan, or
to qualify any such Shares for an exemption from any such statutes, the Company shall take such
action at its own expense. If Shares are listed on any national securities exchange at the time any
Shares are purchased hereunder, the Company shall make prompt application for the listing on such
national securities exchange of such Shares, at its own expense. Purchases and grants of Shares
hereunder shall be postponed as necessary pending any such action.



10.5. Compliance with Rule 16b-3. All elections and transactions under this Plan by persons
subject to Rule 16b-3, promulgated under section 16(b) of the Exchange Act, or any successor to
such Rule, are intended to comply with at least one of the exemptive conditions under such Rule.
The Committee shall establish such administrative guidelines to facilitate compliance with at least
one such exemptive condition under Rule 16b-3 as the Committee may deem necessary or appropriate.



10.6. Tax Withholding



a) Obligation to Withhold. The Company shall withhold from any cash payment made pursuant to
an Award an amount sufficient to satisfy all Federal, state, and local withholding tax requirements
(the “Withholding Requirements”). In the case of an Award pursuant to which Shares may be delivered, the
Committee may require that the Participant or other appropriate person remit to the Company an
amount sufficient to satisfy the Withholding Requirements, or make other arrangements satisfactory
to the Committee with regard to the Withholding Requirements, prior to the delivery of any Shares.


 


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b) Election to Withhold Shares. The Committee, in its discretion, may permit or require the
Participant to satisfy the federal, state, and/or local withholding tax, in whole or in part, by
electing to have the Company withhold Shares (or by returning previously acquired Shares to the
Company); provided, however, that the Company may limit the number of Shares withheld to satisfy
the Withholding Requirements to the extent necessary to avoid adverse accounting consequences.
Shares shall be valued, for purposes of this subsection (b), at their Fair Market Value (determined
as of the date an amount is includible in income by the Participant (the “Determination Date”),
rather than the date of grant). If Shares acquired by the exercise of an ISO are used to satisfy
the Withholding Requirements, such Shares must have been held by the Participant for a period of
not less than the holding period described in section 422(a)(1) of the Code as of the Determination
Date. The Committee shall adopt such withholding rules as it deems necessary to carry out the
provisions of this Section.



10.7. Transferability of Awards. No ISO may be transferred other than by will or by the laws
of descent and distribution. No other Award may be transferred, except to the extent permitted in
the applicable Award Agreement. During a Participant’s lifetime, an Award requiring exercise may be
exercised only by the Participant (or, in the event of the Participant’s incapacity, by the person
or persons legally appointed to act on the Participant’s behalf).



10.8. Registration. If the Participant is married at the time Shares are delivered and if
the Participant so requests at such time, the certificate or certificates for such Shares shall be
registered in the name of the Participant and the Participant’s spouse, jointly, with right of
survivorship.



10.9. Acquisitions. Notwithstanding any other provision of this Plan, Awards may be granted
hereunder in substitution for awards held by directors, key employees, and associates of other
corporations who are about to, or have, become Key Employees or Associates as a result of a merger,
consolidation, acquisition of assets, or similar transaction by the Company or a Related
Corporation or (in the case of Awards other than ISOs) an Affiliate. The terms of the substitute
Awards so granted may vary from the terms set forth in this Plan to such extent as the Committee
may deem appropriate to conform, in whole or in part, to the provisions of the awards in
substitution for which they are granted.



10.10. Employment Rights. Neither the adoption of the Plan nor the grant of Awards will
confer upon any person any right to continued employment by the Company or any of its Related
Corporations or Affiliates or affect in any way the right of any of the foregoing to terminate an
employment relationship at any time.



10.11. Indemnification of Board and Committee. Without limiting any other rights of
indemnification that they may have from the Company or any of its Related Corporations or
Affiliates, the members of the Board and the members of the Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in connection with any claim,
action, suit or proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under, or in connection with, the Plan or any Award granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement is approved by
legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except a judgment based upon a finding of willful misconduct or
recklessness on their part. Upon the making or institution of any such claim, action, suit or
proceeding, the Board or Committee member shall notify the Company in writing, giving the Company
an opportunity, at its own expense, to handle and defend the same before such Board or Committee
member undertakes to handle it on his or her own behalf. The provisions of this Section shall not
give members of the Board or the Committee greater rights than they would have under the Company’s
by-laws or Delaware law.



10.12. Application of Funds. Any cash proceeds received by the Company from the sale of
Shares pursuant to Awards granted under the Plan shall be added to the general funds of the
Company. Any Shares received in payment for additional Shares upon exercise of an Option shall
become treasury stock.


 


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10.13. Governing Law. The Plan shall be governed by the applicable Code provisions to the maximum
extent possible. Otherwise, except as provided in Section 10.12, the laws of the State of Delaware
(without reference to the principles of conflict of laws) shall govern the operation of, and the
rights of Participants under, the Plan and Awards granted hereunder.


 


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