EX-10.4






Exhibit 10.4




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:




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 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 shall be so transferred without any further action by the Participant).




          Section 3.2 Termination of Restrictions. The Restrictions shall terminate and lapse,
and such shares shall vest in the Participant and become Vested Shares on each Vesting Date as
provided in Section 3.3, provided that the Participant has continued to serve as an employee or an
Associate from the Award Date to and including such Vesting Date. Notwithstanding the foregoing,
upon a Change in Control, all Restrictions shall lapse and all Restricted Stock shall become Vested
Shares.




          Section 3.3 Lapse of Restrictions. One-fourth of the shares of Restricted Stock shall
become Vested Shares on each Vesting Date. On each Vesting Date, the Company shall issue new
certificates evidencing such Vested Shares and deliver such certificates to the Participant or his
legal representative, or record such Vested Shares in book entry form, free from the legend
provided for in Section 4.2 and any of the other Restrictions; provided, however,




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such certificates shall bear any other legends and such book entry accounts shall be subject
to any other restrictions as the Company may determine are required to comply with Section 4.6.
Such Vested Shares shall cease to be considered Restricted Stock subject to the terms and
conditions of this Award Agreement. Notwithstanding the foregoing, no such new certificate shall
be delivered to the Participant or his legal representative unless and until the Participant or his
legal representative shall have paid to the Company in cash or by check the full amount of all
federal, state and local withholding or other employment taxes applicable to the taxable income of
the Participant resulting from the lapse of the Restrictions.




ARTICLE IV.

MISCELLANEOUS 




          Section 4.1 No Additional Rights. Nothing in this Award Agreement or in the Plan
shall confer upon any person any right to a position as an Associate or 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 the services of an individual at any time.




          Section 4.2 Legend. Any certificates representing shares of Restricted Stock issued
pursuant to this Award Agreement shall, until all Restrictions lapse and new certificates are
issued pursuant to Section 3.3, bear the following legend:





     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED
STOCK AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND THE HOLDER OF
THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE ENCUMBERED OR DISPOSED OF UNDER ANY
CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE
CORPORATION AT 311 ENTERPRISE DRIVE, PLAINSBORO, NEW JERSEY 08536.



          Section 4.3 Tax Withholding. On each Vesting Date, the Company shall notify the
Participant of the amount of tax which must be withheld by the Company under all applicable
federal, state and local tax laws. The Participant agrees to make arrangements with the Company to
remit a cash payment of the required amount to the Company.




          Section 4.4 Notices. Any notice to be given under the terms of this Award Agreement
to the Company shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Participant shall be addressed to him at the address given beneath his signature
hereto. By a notice given pursuant to this Section 4.4, either party may hereafter designate a
different address for notices to be given to it or him. Any notice which is required to be given
to the Participant shall, if the Participant is then deceased, be given to the Participant’s
personal representative if such representative has previously informed the Company of his status
and address by written notice under this Section 4.4. Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited




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(with postage prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.




          Section 4.5 Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Award Agreement.




          Section 4.6 Conformity to Securities Laws. This Award Agreement is intended to
conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and
any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, this
Award Agreement shall be administered, and the Restricted Stock shall be issued, only in such a
manner as to conform to such laws, rules and regulations. To the extent permitted by applicable
law, this Award Agreement and the Restricted Stock issued hereunder shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.




          Section 4.7 Amendment. This Award Agreement may be amended only by a writing executed
by the parties hereto which specifically states that it is amending this Award Agreement.




          Section 4.8 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this Award
Agreement regardless of the law that might be applied under principles of conflicts of laws.




*****




          IN WITNESS HEREOF, this Award Agreement has been executed and delivered by the parties hereto.




	 	 	 	 	 	 	 
	 

	 	 	INTEGRA LIFESCIENCES	 	 
	THE PARTICIPANT

	 	 	HOLDINGS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	 	By	 	 	 
	 

	 	 	 	 	 	 
	[Name]

	 	 	 	Name:	 	 
	 

	 	 	 	Title:
	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Address
	 	 	 	 	 	 






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EXHIBIT
A 


CONSENT OF SPOUSE




          I,                                         , spouse of     
                                    , have read and approve the foregoing
Award Agreement. In consideration of granting of the right to my spouse to purchase shares of
Integra LifeSciences Holdings Corporation as set forth in the Award Agreement, I hereby appoint my
spouse as my attorney-in-fact in respect to the exercise of any rights under the Award Agreement
and agree to be bound by the provisions of the Award Agreement insofar as I may have any rights in
said Award Agreement or any shares issued pursuant thereto under the community property laws or
similar laws relating to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Award Agreement.




Dated:                                         ,                     




	 	 	 
	 

	 	 
	 

	 	[Spouse’s Name]







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