EX-10.2






Exhibit 10.2




EMPLOYMENT AGREEMENT




This employment agreement (this “Agreement”) is made as of the 12th day of October,
2010 by and between Integra LifeSciences Holdings Corporation, a Delaware Corporation (the
“Company”) and Peter J. Arduini (“Executive”).



Background




The Company desires to employ Executive, and Executive desires to become an employee of the
Company, on the terms and conditions contained in this Agreement. Executive will be substantially
involved with the Company’s operations and management and will learn trade secrets and other
confidential information relating to the Company and its customers; accordingly, the noncompetition
covenant and other restrictive covenants contained in Section 19 of this Agreement constitute
essential elements hereof.



NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein
and intended to be legally bound hereby, the parties hereto agree as follows:



Terms




1. Definitions. The following words and phrases shall have the meanings set forth
below for the purposes of this Agreement (unless the context clearly indicates otherwise):




(a) “Base Salary” shall have the meaning set forth in Section 5.




(b) “Board” shall mean the Board of Directors of the Company, or any
successor thereto.




(c) “Cause,” as determined by the Board in good faith, shall mean Executive
has –




(i) failed to perform his stated duties in all material respects, which
failure continues for 15 days after his receipt of written notice of the
failure;




(ii) intentionally and materially breached any provision of this Agreement
and not cured such breach (if curable) within 15 days of his receipt of
written notice of the breach, provided such breach is materially and
demonstrably injurious to the Company;




(iii) demonstrated his personal dishonesty in connection with his employment
by the Company;




(iv) engaged in a breach of fiduciary duty in connection with his employment
with the Company;




(v) engaged in willful misconduct that is materially and demonstrably
injurious to the Company or any of its subsidiaries; or




(vi) been convicted or entered a plea of guilty or nolo
contendere to a felony or to any other crime involving moral
turpitude which conviction or plea is materially and demonstrably injurious
to the Company or any of its subsidiaries.




(d) A “Change in Control” of the Company shall be deemed to have occurred:




(i) if the “beneficial ownership” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of securities representing more than fifty
percent (50%) of the combined voting power of Company Voting Securities (as
herein defined) is acquired by any individual, entity or group (a
“Person”), 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 (for purposes of this Agreement,
“Company Voting Securities” shall mean the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors); provided, however, that any acquisition from the
Company or any acquisition pursuant to a transaction which complies with
clauses (A), (B) and (C) of paragraph (iii) of this definition shall not be
a Change in Control under this paragraph (i); or




(ii) if individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason during any period of at
least 24 months to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board; or




(iii) upon 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 any
entity (a “Business Combination”), in each case, unless immediately
following such Business Combination: (A) Company Voting Securities
outstanding immediately prior to such Business Combination (or if such
Company Voting Securities were converted pursuant to such Business
Combination, the shares into which such Company Voting Securities were
converted) (x) represent, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation resulting
from such Business Combination (the “Surviving Corporation”), or, 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”) and
(y) are held in substantially the same proportions after such Business
Combination as they were immediately prior to such Business Combination; (B)
no Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of the combined
voting power of the then outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) except to the extent that such ownership of the
Company existed prior to the Business Combination; and (C) 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; or




(iv) upon approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.




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




(f) “Company” shall mean Integra LifeSciences Holdings Corporation and any
corporation, partnership or other entity owned directly or indirectly, in whole or
in part, by Integra LifeSciences Holdings Corporation.




(g) “Disability” shall mean Executive’s inability to perform his duties
hereunder by reason of any medically determinable physical or mental impairment
which is expected to result in death or which has lasted or is expected to last for
a continuous period of not fewer than six months.




(h) “Good Reason” shall mean:




(i) a material breach of this Agreement by the Company which is not cured by
the Company within 15 days of its receipt of written notice of the breach;




(ii) the relocation by the Company of Executive’s office location to a
location more than forty (40) miles from Princeton, New Jersey;




(iii) without Executive’s express written consent, the Company reduces
Executive’s Base Salary or bonus opportunity, or materially reduces the
aggregate fringe benefits provided to Executive or substantially alters
Executive’s authority and/or title as set forth in Section 2 hereof in a
manner reasonably construed to constitute a demotion, provided, Executive
resigns within 90 days after the change objected to;




(iv) without Executive’s express written consent, Executive fails at any
point during the one-year period following a Change in Control to hold the
title and authority (as set forth in Sections 2 and 4(a) hereof) with the
Parent Corporation (or if there is no Parent Corporation, the Surviving
Corporation) that Executive held with the Company immediately prior to the
Change in Control, provided Executive resigns within one year of the Change
in Control; or




(v) the Company fails to obtain the assumption of this Agreement by any
successor to the Company.




(i) “Principal Executive Office” shall mean the Company’s principal office
for executives, presently located at 311 Enterprise Drive, Plainsboro, New Jersey
08536.




(j) “Termination Date” shall mean the date of Executive’s “separation from
service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the
Code and Treasury Regulation Section 1.409A-1(h)), as specified in the Termination
Notice.




(k) “Termination Notice” shall mean a dated notice which: (i) indicates the
specific termination provision in this Agreement relied upon (if any); (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a basis
for the termination of Executive’s employment under such provision; (iii) specifies
a Termination Date; and (iv) is given in the manner specified in Section 20(j).



2. Employment. Effective as of the Effective Date, the Company hereby employs
Executive as its President and Chief Operating Officer, and Executive hereby agrees to accept such
employment and agrees to render services to the Company in such capacity (or in such other capacity
in the future as the Board may reasonably deem equivalent to such position) on the terms and
conditions set forth in this Agreement. Executive’s primary place of employment shall be at the
Principal Executive Office and Executive shall report to the Company’s Chief Executive Officer.



3. Term of Agreement. Unless earlier terminated by Executive or the Company as
provided in Section 15 hereof, the term of Executive’s employment under this Agreement shall
commence on November 1, 2010 (the date on which Executive commences employment hereunder, the
“Effective Date”) and terminate on December 31, 2013. In the event that Executive’s
employment with the Company does not commence for any reason, this Agreement shall have no force or
effect and the Company shall have no obligations hereunder.



4. Duties. Executive shall:




(a) have duties, authority and responsibilities reasonably consistent with his
employment hereunder and shall faithfully and diligently do and perform all such
acts and duties, and furnish such services as are assigned to Executive as of the
Effective Date, and (subject to Section 2) such additional acts, duties and services
as the Board may assign in the future; and




(b) devote his full professional time, energy, skill and best efforts to the
performance of his duties hereunder, in a manner that will faithfully and diligently
further the business and interests of the Company, and shall not be employed by or
participate or engage in or in any manner be a part of the management or operations
of any business enterprise other than the Company without the prior consent of the
Chief Executive Officer or the Board, which consent may be granted or withheld in
his or its sole discretion; provided, however, that notwithstanding
the foregoing, Executive may serve on civic or charitable boards or committees so
long as such service does not materially interfere with Executive’s obligations
pursuant to this Agreement.



5. Annual Compensation. Executive’s base salary rate shall be equal to $600,000 per
annum. Executive’s base salary, as determined in accordance with this Section 5 and as may be
increased from time to time, is hereinafter referred to as his “Base Salary.” Executive’s
Base Salary shall be payable in periodic installments in accordance with the Company’s regular
payroll practices in effect from time to time. Commencing with Executive’s Base Salary for 2012,
the Base Salary shall be subject to annual review, but may not be decreased without Executive’s
express written consent.



6. Signing Bonuses.




(a) Cash Signing Bonus. As soon as practical, but in no event more than
thirty (30) days, following the Effective Date, the Company shall pay to Executive a
cash signing bonus of $500,000.




(b) Equity Signing Bonus. On the later of November 1, 2010 or the Effective
Date, the Company shall grant to Executive an award of fully vested Contract Stock
(as defined in the Company’s Second Amended and Restated 2003 Equity Incentive Plan
(the “Plan”)) for a number of shares of Company common stock determined by
dividing $1,500,000 by the Fair Market Value (as defined in the Plan) of a share of
the Company’s common stock on the date on which such Contract Stock is granted.
Such Contract Stock shall be subject to the terms and conditions set forth in a
Contract Stock Agreement substantially in the form attached as Exhibit A
hereto (the “Contract Stock Agreement”) and the Plan, and the shares
underlying such award shall be delivered to Executive in accordance with the terms
of the Contract Stock Agreement.



7. Annual Bonus Opportunity.




(a) 2011 Annual Bonus. Provided that Executive remains employed by the
Company through December 31, 2011, the Company shall pay Executive an annual bonus
for the Company’s 2011 fiscal year (the “2011 Annual Bonus”) in an amount
that is not less than 90% of Executive’s Base Salary, irrespective of whether any
applicable performance objectives for such fiscal year are achieved. A portion of
the 2011 Annual Bonus equal to $1,000,000 minus Executive’s Base Salary (the
“2011 Cash Bonus”) shall be paid to Executive in cash no later than the last
day of the applicable two and one-half month short-term deferral period with respect
to such payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4).
The excess of the total 2011 Annual Bonus over the 2011 Cash Bonus shall be paid to
Executive in the form of an award of fully vested Contract Stock for a number of
            shares of Company common stock determined by dividing such excess amount by the Fair
Market Value of a share of the Company’s common stock on the date on which such
Contract Stock is granted. Such Contract Stock shall be granted to Executive no
later than April 2, 2012 (with the exact date of grant determined by the Company in
its sole discretion) and shall be subject to the terms and conditions set forth in a
Contract Stock Agreement substantially in the form attached as Exhibit A
hereto and the Plan.




(b) Annual Bonus (2012 and Thereafter). Effective commencing with the
Company’s 2012 fiscal year, Executive shall have the opportunity to receive an
annual performance bonus in an amount targeted at 90% of Executive’s Base Salary
(the “Target Bonus”), and ranging from 50% of Executive’s Base Salary (if
threshold performance objectives are achieved) to a maximum of 150% of Executive’s
Base Salary. The actual amount of any such annual bonus that the Company determines
to pay to Executive (the “Annual Bonus”) shall be based upon the
satisfaction of performance objectives established and evaluated by the Compensation
Committee of the Board (the “Compensation Committee”) in its sole
discretion.




(c) Form of Payment. Except as set forth in Section 7(a) above, the
Compensation Committee shall, in its sole discretion, determine the extent to which
the Annual Bonus shall be paid in cash and the extent to which such Annual Bonus
shall be paid in the form of one or more equity-based awards (including equity-based
awards settled on a deferred basis), provided that any portion of such Annual Bonus
that is paid in the form of an equity-based award shall be fully vested as of the
date on which such award is granted.



8. Benefit Plans. Executive shall be entitled to participate in and receive benefits
under any employee benefit plan or stock-based plan of the Company in accordance with their terms,
and shall be eligible for any other plans and benefits covering executives of the Company, to the
extent commensurate with his then duties and responsibilities fixed by the Board. The Company
shall not make any change in such plans or benefits that would adversely affect Executive’s rights
thereunder, unless such change affects all, or substantially all, executive officers of the
Company.



9. Equity Compensation. The parties hereby acknowledge and agree that the Company may
in its discretion grant Executive equity-based compensation awards from time to time. Effective
commencing with the Company’s 2011 fiscal year, Executive shall be eligible to receive a
discretionary annual equity award (“Annual Equity Award”) with an aggregate target
denominated value equal to $1,000,000, based upon Executive’s performance as evaluated by the
Compensation Committee in its sole discretion. Any Annual Equity Award so granted shall be
allocated as follows:




(a) Seventy percent (70%) of the denominated dollar value of such Annual Equity
Award shall be granted in the form of Contract Stock for a number of shares of
Company common stock equal to the denominated dollar value of such portion of the
Annual Equity Award divided by the Fair Market Value of a share of the Company’s
common stock on the date on which such Contract Stock is granted. Subject to
Executive’s continued employment with the Company, such Contract Stock shall vest in
equal annual installments on each of the first, second and third anniversaries of
the grant date. Consistent with the foregoing, such Contract Stock shall be subject
to the terms and conditions set forth in a Contract Stock/Restricted Units Agreement
substantially in the form attached as Exhibit B hereto (the “Restricted
Units Agreement”) and the Plan, and the shares underlying such award shall be
delivered to Executive in accordance with the terms of the Restricted Units
Agreement.




(b) Thirty percent (30%) of the denominated dollar value of such Annual Equity Award
shall be granted in the form of a NQSO (as defined in the Plan) covering a number of
            shares of Company common stock equal to the denominated dollar value of such portion
of the Annual Equity Award divided by the per share grant date fair value of such
NQSO, as computed by the Company in accordance with FASB Accounting Standards
Codification Topic 718, Compensation — Stock Compensation (or any successor
accounting standard). The per share exercise price of such NQSO shall be equal to
the Fair Market Value of a share of the Company’s common stock on the date on which
such NQSO is granted, and, subject to Executive’s continued employment with the
Company, such NQSO shall vest and become exercisable with respect to twenty-five
percent (25%) of the shares subject thereto on the first anniversary of the date of
grant and thereafter with respect to 1/36th of the remaining shares on
the first business day of each following month. Such NQSO shall have a term of six
(6) years, subject to earlier termination as set forth in the Option Agreement (as
defined below). Consistent with the foregoing, such NQSO shall be subject to the
terms and conditions set forth in a Non-Qualified Stock Option Agreement
substantially in the form attached as Exhibit C hereto (the “Option
Agreement”).




(c) S-8. The Company agrees that for so long as it is required to file
reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, it will
maintain in effect a Form S-8 registration statement covering the issuance to
Executive of the shares underlying Executive’s then outstanding equity-based
compensation awards.



10. Vacation. Executive shall be entitled to four weeks of paid annual vacation in
accordance with the policies established from time to time by the Board.



11. Relocation and Commuting Expenses.




(a) Relocation. Executive agrees to relocate his residence to the New
York/New Jersey/Pennsylvania area (the “New Jersey Area”) no later than July
1, 2011. The Company will pay or reimburse Executive for the following reasonable
expenses actually incurred by Executive in connection with such relocation, in a
total amount not to exceed $200,000 (the “Relocation Cap”), provided that
such expenses are incurred by Executive no later than December 31, 2011 in
accordance with applicable Company policies:




(i) Expenses of moving Executive’s family and household goods to the New
Jersey Area;




(ii) Standard closing costs on the sale of Executive’s existing home in
Illinois;




(iii) Standard closing costs on Executive’s purchase of a new home in the
New Jersey Area (which, for the avoidance of doubt, shall not include
“points” on Executive’s new home loan);




(iv) Reasonable temporary living expenses for Executive in the New Jersey
Area prior to his permanent relocation;




(v) Cost of up to two (2) house-hunting trips to the New Jersey Area for
Executive and his immediate family; and




(vi) Coach airfare for up to one visit per month by Executive’s spouse while
Executive is temporarily living in the New Jersey Area.




(b) Commuting. Until Executive has permanently relocated in accordance with
this Section 11, the Company shall reimburse Executive or otherwise pay for
Executive’s weekly round trip coach airfare in order to commute from his current
location (Illinois/Wisconsin) to the New Jersey Area.




(c) Payment. Subject to Section 20(b) below, the Company shall reimburse
the relocation and/or commuting expenses described in this Section 11 within thirty
(30) days following Executive’s delivery to the Company of documentation evidencing
such expenses.



12. Business Expenses. The Company shall reimburse Executive or otherwise pay for all
reasonable expenses incurred by Executive in furtherance of or in connection with the business of
the Company, including, but not limited to, automobile and traveling expenses and all reasonable
entertainment expenses, subject to such reasonable documentation and other limitations as may be
established by the Company.



13. Legal Fees. The Company shall reimburse Executive for up to $15,000 in legal fees
and expenses actually incurred by Executive in connection with the drafting, review and negotiation
of this Agreement on or prior to the Effective Date. Subject to Section 20(b) below, the Company
shall reimburse such legal fees and expenses within thirty (30) days following Executive’s delivery
to the Company of documentation evidencing such expenses.



14. Disability. In the event Executive incurs a Disability, Executive’s obligation to
perform services under this Agreement will terminate, and the Board may terminate this Agreement
upon written notice to Executive.



15. Termination.




(a) Termination without Salary Continuation. In the event that (i)
Executive terminates his employment hereunder other than for Good Reason, or (ii)
Executive’s employment is terminated by the Company for Cause, Executive shall have
no right to compensation or other benefits pursuant to this Agreement for any period
after his last day of active employment.




(b) Termination with Salary Continuation (No Change in Control). Except as
provided in Section 15(c) in the event of a Change in Control, and subject to
Executive and the Company executing a mutual release that is mutually agreeable
(provided, however, that Executive shall not be required to execute
such mutual release as a condition to the receipt of the payments and benefits
described below unless the Company also executes such mutual release, and
provided, further, that the Company’s release shall not release any
claims relating to or arising out of the Executive’s intentional, willful or
reckless misconduct, fraud, breach of fiduciary duty, or any acts or omissions by
Executive that are not covered by the Company’s D&O insurance coverage or properly
the subject of defense or indemnity by the Company) within 30 days following the
Termination Date, in the event that Executive’s employment is terminated by the
Company for a reason other than death, Disability or Cause, or Executive terminates
his employment for Good Reason, then, subject to Section 15(e) below, the Company
shall:




(i) pay Executive a severance amount equal to Executive’s Base Salary
(determined without regard to any reduction in violation of Section 5) plus
Executive’s Target Bonus, each as of his last day of active employment; the
severance amount shall be paid in a single lump sum on the first business
day of the month following the Termination Date;




(ii) pay to Executive, for the period ending on the earliest of (A) the
first anniversary of the Termination Date, (B) the date of Executive’s
full-time employment by another employer, (C) Executive’s death, or (D) the
first month in which Executive does not pay to the Company the applicable
monthly premium for COBRA insurance coverage under the Company’s group
health plan, a monthly cash payment, payable on the first business day of
each month that follows the Termination Date, in an amount equal to the
Executive’s monthly premium cost for “COBRA” family health coverage under
the Company’s group health plan; and




(iii) pay to Executive, for the period ending on the earliest of (A) the
first anniversary of the Termination Date, (B) the date of Executive’s
full-time employment by another employer, or (C) Executive’s death, a
monthly cash payment, payable on the first business day of each month that
follows the Termination Date, in an amount equal to the monthly premium cost
that the Company would have paid on behalf of Executive to cover Executive
under the Company’s life and disability insurance plans if Executive’s
employment with the Company had not terminated.




(c) Termination with Salary Continuation (Change in Control).
Notwithstanding anything to the contrary set forth in Section 15(b), and subject to
Executive and the Company executing a mutual release that is mutually agreeable
(provided, however, that Executive shall not be required to execute
such mutual release as a condition to the receipt of the payments and benefits
described below unless the Company also executes such mutual release, and
provided, further, that the Company’s release shall not release any
claims relating to or arising out of the Executive’s intentional, willful or
reckless misconduct, fraud, breach of fiduciary duty, or any acts or omissions by
Executive that are not covered by the Company’s D&O insurance coverage or properly
the subject of defense or indemnity by the Company) within 30 days following the
Termination Date, in the event that within eighteen months following a Change in
Control Executive terminates his employment for Good Reason, or Executive’s
employment is terminated by the Company for a reason other than death, Disability or
Cause, then, subject to Section 15(e) below, the Company shall:




(i) pay Executive a severance amount equal to 2.99 times the sum of
Executive’s Base Salary (determined without regard to any reduction in
violation of Section 5) plus Executive’s Target Bonus, each as of his last
day of active employment; the severance amount shall be paid in a single
lump sum on the first business day of the month following the Termination
Date;




(ii) pay to Executive, for the period ending on the earliest of (A) December
31, 2013, (B) Executive’s death, or (C) the earlier of (1) during the COBRA
continuation period, the first month in which Executive does not pay to the
Company the applicable monthly premium for COBRA insurance coverage under
the Company’s group health plan, or (2) following the expiration of the
COBRA continuation period, the first month in which Executive does not
provide the Company with evidence that he is receiving health insurance
coverage from another insurance provider, a monthly cash payment, payable on
the first business day of each month that follows the Termination Date, in
an amount equal to the Executive’s monthly premium cost for “COBRA” family
health coverage under the Company’s group health plan; and




(iii) pay to Executive, for the period ending on the earliest of (A)
December 31, 2013, or (B) Executive’s death, a monthly cash payment, payable
on the first business day of each month that follows the Termination Date,
in an amount equal to the monthly premium cost that the Company would have
paid on behalf of Executive to cover Executive under the Company’s life and
disability insurance plans if Executive’s employment with the Company had
not terminated.




(d) Termination Notice. Except in the event of Executive’s death, a
termination under this Agreement shall be effected by means of a Termination Notice.




(e) Payment Delay. Notwithstanding any provision to the contrary herein, no
compensation or benefits, including without limitation any severance payments or
benefits payable under this Section 15, shall be paid to Executive during the six
(6)-month period following Executive’s “separation from service” (within the meaning
of Section 409A(a)(2)(A)(i) of the Code) to the extent that the Company determines
that paying such amounts at the time or times indicated in this Agreement would be a
prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts
delayed as a result of the previous sentence shall be paid to Executive in a lump
sum within thirty (30) days after the end of such six (6) month period, and any
amounts payable to Executive after the expiration of such six (6) month period under
this Agreement shall continue to be paid to Executive in accordance with the terms
of this Agreement. If Executive dies during such six-month period and prior to the
payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid
to the personal representative of Executive’s estate within thirty (30) days after
the date of Executive’s death. If any of the payments payable pursuant to this
Section 15 are delayed due to such requirements, there shall be added to such
payments interest during the delayed period at a rate, per annum, equal to the
applicable federal short-term deferral rate (compounded monthly) in effect under
Section 1274(d) of the Code on Executive’s Termination Date.




(f) Expiration of Employment Term. Notwithstanding anything contained
herein, in no event shall the expiration of the employment term set forth in Section
3 above or the Company’s election not to renew the employment term constitute a
termination of Executive’s employment by the Company without Cause.



16. Withholding. The Company shall have the right to withhold from all payments made
pursuant to this Agreement any federal, state, or local taxes and such other amounts as may be
required by law to be withheld from such payments.



17. Assignability. The Company may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any entity to which the Company may transfer
all or substantially all of its assets, if in any such case said entity shall expressly in writing
assume all obligations of the Company hereunder as fully as if it had been originally made a party
hereto. The Company may not otherwise assign this Agreement or its rights and obligations
hereunder. This Agreement is personal to Executive and his rights and duties hereunder shall not
be assigned except as expressly agreed to in writing by the Company.



18. Death of Executive. If Executive dies during the term of this Agreement, the
Company shall pay Executive’s spouse a death benefit equal to one (1) times Executive’s Base Salary
at the time of his death, which shall be paid to Executive’s spouse in a lump sum cash payment
within thirty (30) days following the date of Executive’s death. In addition, the Company shall
pay to Executive’s spouse and eligible dependents for the period ending on the earlier of (i) the
first anniversary of Executive’s death, or (ii) the first month in which Executive’s spouse and/or
eligible dependents do not pay to the Company the applicable monthly premium for COBRA insurance
coverage under the Company’s group health plan, a monthly cash payment that is equal to Executive’s
monthly premium cost for “COBRA” family health coverage under the Company’s group health plan. The
first monthly cash payment provided for in the immediately preceding sentence shall be paid within
thirty (30) days following the date of Executive’s death and each monthly payment thereafter shall
be paid on the first business day of each month, commencing with the second month that follows the
date of Executive’s death. Any amounts due Executive under this Agreement (not including any Base
Salary not yet earned by Executive) unpaid as of the date of Executive’s death shall be paid in a
single sum on the first business day of the second month following Executive’s death to Executive’s
surviving spouse, or if none, to the duly appointed personal representative of his estate.



19. Restrictive Covenants.




(a) Confidentiality. Executive acknowledges a duty of confidentiality owed
to the Company and shall not, at any time during or after his employment by the
Company, retain in writing, use, divulge, furnish, or make accessible to anyone,
without the express authorization of the Board, any trade secret, private or
confidential information or knowledge of the Company obtained or acquired by him
while so employed, except as required by law. All computer software, business cards,
telephone lists, customer lists, price lists, contract forms, catalogs, Company
books, records, files and know-how acquired while an employee of the Company are
acknowledged to be the property of the Company and shall not be duplicated, removed
from the Company’s possession or premises or made use of other than in pursuit of
the Company’s business or as may otherwise be required by law or any legal process,
or as is necessary in connection with any adversarial proceeding against the Company
and, upon termination of employment for any reason, Executive shall deliver to the
Company, without further demand, all copies thereof which are then in his possession
or under his control. No information shall be treated as “confidential information”
if it is generally available public knowledge at the time of disclosure or use by
Executive.




(b) Inventions and Improvements. Executive shall promptly communicate to
the Company all ideas, discoveries and inventions which are or may be useful to the
Company or its business. Executive acknowledges that all such ideas, discoveries,
inventions, and improvements which heretofore have been or are hereafter made,
conceived, or reduced to practice by him at any time during his employment with the
Company heretofore or hereafter gained by him at any time during his employment with
the Company are the property of the Company, and Executive hereby irrevocably
assigns all such ideas, discoveries, inventions, and improvements to the Company for
its sole use and benefit, without additional compensation. The provisions of this
Section 19(b) shall apply whether such ideas, discoveries, inventions, or
improvements were or are conceived, made or gained by him alone or with others,
whether during or after usual working hours, whether on or off the job, whether
applicable to matters directly or indirectly related to the Company’s business
interests (including potential business interests), and whether or not within the
specific realm of his duties. Executive shall, upon request of the Company, but at
no expense to Executive, at any time during or after his employment with the
Company, sign all instruments and documents reasonably requested by the Company and
otherwise cooperate with the Company to protect its right to such ideas,
discoveries, inventions, or improvements including applying for, obtaining, and
enforcing patents and copyrights thereon in such countries as Company shall
determine.




(c) Noncompetition. During the term of this Agreement and for a period of
one (1) year following the Termination Date, Executive shall not, without the
express written consent of the Company, directly or indirectly: (i) engage, anywhere
within the geographical areas in which the Company is conducting business operations
or providing services as of the date of Executive’s termination of employment, in
the tissue engineering business (the use of implantable absorbable materials, with
or without a bioactive component, to attempt to elicit a specific cellular response
in order to regenerate tissue or to impede the growth of tissue or migration of
cells) (the “Tissue Engineering Business”), neurosurgery business (the use
of surgical instruments, implants, monitoring products or disposable products to
treat the brain or central nervous system) (“Neurosurgery Business”) or in
any other line of business the revenues of which constituted at least 50% of the
Company’s revenues during the six (6) month period prior to the Termination Date
(together with the Tissue Engineering Business and Neurosurgery Business, the
“Business”); (ii) be or become a stockholder, partner, owner, officer,
director or employee or agent of, or a consultant to or give financial or other
assistance to, any person or entity engaged in the Business; (iii) seek in
competition with the business of the Company to procure orders from or do business
with any customer of the Company; (iv) solicit, or contact with a view to the
engagement or employment by any person or entity of, any person who is an employee
of the Company; (v) seek to contract with or engage (in such a way as to adversely
affect or interfere with the business of the Company) any person or entity who has
been contracted with or engaged to manufacture, assemble, supply or deliver
products, goods, materials or services to the Company; or (vi) engage in or
participate in any effort or act to induce any of the customers, associates,
consultants, or employees of the Company to take any action which might be
disadvantageous to the Company; provided, however, that nothing
herein shall prohibit Executive and his affiliates from owning, as passive
investors, in the aggregate not more than 5% of the outstanding publicly traded
stock of any corporation so engaged; and provided, further,
following the Termination Date, that Executive shall not be prohibited from (1)
making any investment in, being or becoming a partner, owner, officer, director or
employee or agent of, or consultant to, or give financial or other assistance to,
any business enterprise (including, without limitation, any investment or venture
capital fund or investment bank) that makes or has made any investment in or that
provides advisory, financing or underwriting services to any Person or entity
engaged in the Business provided that Executive does not render services (whether as
an employee, consultant, advisor or otherwise) to the division or portion of such
person or entity engaged in the Business or (2) rendering services (including under
(1) above) to an entity conducting its business operations or providing services in
the Business, if such entity is diversified and Executive does not render services,
directly or indirectly, to the division or portion of the entity which is conducting
its business operations or providing services in the Business.




(d) Injunctive and Other Relief.




(i) Executive acknowledges and agrees that the covenants contained herein
are fair and reasonable in light of the consideration paid hereunder, and
that damages alone shall not be an adequate remedy for any breach by
Executive of his covenants contained herein and accordingly expressly agrees
that, in addition to any other remedies which Company may have, Company
shall be entitled to injunctive relief in any court of competent
jurisdiction for any breach or threatened breach of any such covenants by
Executive. Nothing contained herein shall prevent or delay Company from
seeking, in any court of competent jurisdiction, specific performance or
other equitable remedies in the event of any breach or intended breach by
Executive of any of its obligations hereunder.




(ii) Notwithstanding the equitable relief available to the Company,
Executive, in the event of a breach of his covenants contained in Section 19
hereof, understands and agrees that the uncertainties and delay inherent in
the legal process would result in a continuing breach for some period of
time, and therefore, continuing injury to the Company until and unless
Company can obtain such equitable relief. Therefore, in addition to such
equitable relief, Company shall be entitled to monetary damages for any such
period of breach until the termination of such breach, in an amount up to
the amount of all monies received by Executive as a result of said breach.
If Executive should use or reveal to any other person or entity any
confidential information, such use or revelation would be considered a
continuing violation on a daily basis for as long as such confidential
information is made use of by Executive.




(iii) If any provision of Section 19 is determined to be invalid or
unenforceable by reason of its duration or scope, such duration or scope, or
both, shall be deemed to be reduced to a duration or scope to the extent
necessary to render such provision valid and enforceable. In such event,
Executive shall negotiate in good faith to provide Company with lawful and
enforceable protection that is most nearly equivalent to that found to be
invalid or unenforceable.




(e) Continuing Operation. Except as specifically provided in this Section
19, the termination of Executive’s employment or of this Agreement shall have no
effect on the continuing operation of this Section 19.



20. Miscellaneous.




(a) Amendment. No provision of this Agreement may be amended unless such
amendment is signed by Executive and such officer as may be specifically designated
by the Board to sign on the Company’s behalf.




(b) Section 409A.




(i) This Agreement shall be interpreted to avoid any penalty sanctions under
Section 409A of the Code. If any payment or benefit cannot be provided or
made at the time specified herein without incurring sanctions under Section
409A, then such benefit or payment shall be provided in full at the earliest
time thereafter when such sanctions will not be imposed. All payments to be
made upon a termination of employment under this Agreement may only be made
upon a ‘separation from service’ under Section 409A of the Code. For
purposes of Section 409A of the Code, each payment made under this Agreement
shall be treated as a separate payment. In no event may Executive, directly
or indirectly, designate the calendar year of payment.




(ii) To the extent that any payments or reimbursements provided to Executive
under this Agreement are deemed to constitute compensation to which Treasury
Regulation Section 1.409A-3(i)(1)(iv) would apply, such payments or
reimbursements shall be made or provided in accordance with the requirements
of Section 409A, including, where applicable, the requirement that (A) any
reimbursement is for expenses incurred during Executive’s lifetime (or
during a shorter period of time specified in this Agreement), (B) the amount
of expenses eligible for reimbursement during a calendar year may not affect
the expenses eligible for reimbursement in any other calendar year, (C) the
reimbursement of an eligible expense will be made on or before the last day
of the calendar year following the year in which the expense is incurred,
and (D) the right to reimbursement is not subject to liquidation or exchange
for another benefit. If expenses are incurred in connection with
litigation, any reimbursements under the Agreement shall be paid not later
than the end of the calendar year following the year in which the litigation
is resolved.




(c) Nature of Obligations. Nothing contained herein shall create or require
the Company to create a trust of any kind to fund any benefits which may be payable
hereunder, and to the extent that Executive acquires a right to receive benefits
from the Company hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company.




(d) Prior Employment. Executive represents and warrants that his acceptance
of employment with the Company has not breached, and the performance of his duties
hereunder will not breach, any duty owed by him to any prior employer or other
person. Executive further represents and warrants to the Company that (i) the
performance of his obligations hereunder will not violate any agreement between him
and any other person, firm, organization or other entity, (ii) he is not bound by
the terms of any agreement with any previous employer or other party to refrain from
competing, directly or indirectly, with the business of such previous employer or
other party that would be violated by him entering into this Agreement and/or
providing services to the Company pursuant to the terms of this Agreement, and (iii)
Executive’s performance of his duties under this Agreement will not require him to,
and he shall not, rely on in the performance of his duties or disclose to the
Company or any other person or entity or induce the Company in any way to use or
rely on any trade secret or other confidential or proprietary information or
material belonging to any previous employer of Executive.




(e) Headings. The Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation or this Agreement. In the event of a conflict between a heading and
the content of a Section, the content of the Section shall control.




(f) Recoupment. To the extent required by applicable law or any applicable
securities exchange listing standards, any amounts paid or payable under this
Agreement (including, without limitation, amounts paid prior to the effectiveness of
such law or listing standards) shall be subject to forfeiture, repayment or
recapture to the extent required by such applicable law or listing standard.




(g) Gender and Number. Whenever used in this Agreement, a masculine pronoun
is deemed to include the feminine and a neuter pronoun is deemed to include both the
masculine and the feminine, unless the context clearly indicates otherwise. The
singular form, whenever used herein, shall mean or include the plural form where
applicable.




(h) Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable under any
applicable law, such event shall not affect or render invalid or unenforceable any
other provision of this Agreement and shall not affect the application of any
provision to other persons or circumstances.




(i) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, permitted assigns,
heirs, executors and administrators.




(j) Notice. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given if hand-delivered, sent by documented overnight
delivery service or by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth below:




To the Company:




Integra LifeSciences Holdings Corporation




311 Enterprise Drive




Plainsboro, New Jersey 08536




Attn: Chief Executive Officer




With a copy to:




The Company’s General Counsel




To Executive: at Executive’s most recent address on the records of
the Company




(k) Entire Agreement. This Agreement sets forth the entire understanding of
the parties and supersedes all prior agreements, arrangements and communications,
whether oral or written, pertaining to the subject matter hereof.




(l) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the laws of the State of New Jersey.



[Signature page follows]





1






IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.



	 	 	 
	INTEGRA LIFESCIENCES HOLDINGS

CORPORATION

	 	EXECUTIVE



	By: /s/ Stuart M. Essig

	 	/s/ Peter J. Arduini
	 

	 	 
	Its: Chief Executive Officer

	 	Peter J. Arduini






2




Exhibit A




[Form for Arduini Fully Vested Contract Stock Grant]



INTEGRA LIFESCIENCES HOLDINGS CORPORATION

CONTRACT STOCK AGREEMENT

Pursuant to

2003 EQUITY INCENTIVE PLAN




AGREEMENT, dated as of       , 20      , by and between Integra LifeSciences Holdings
Corporation, a Delaware corporation (the “Company”), and Peter J. Arduini (the
“Executive”).



WHEREAS, the Company and Executive have previously entered into that certain employment
agreement dated as of [      ], 2010 (the “Employment Agreement”); WHEREAS, pursuant to
the Employment Agreement, the Company has agreed to grant to Executive an aggregate of [      ]
(      ) shares of Contract Stock in the form of fully vested units (the
“Units”) representing the right to receive an equal number of shares of common stock of the
Company, par value $.01 per share (“Common Stock”), on the terms and conditions set forth
herein; and



WHEREAS, the grant of Units and the issuance of Common Stock hereunder is being made under the
Integra LifeSciences Holdings Corporation Second Amended and Restated 2003 Equity Incentive Plan
(the “2003 Plan”), the terms of which are hereby incorporated by reference and made part of
this Award Agreement.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration the legal sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



1. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Employment Agreement or the 2003 Plan, as applicable, unless otherwise
indicated.



2. Grant of Units. Pursuant to Section [6(b)/7(a)] of the Employment Agreement,
Executive is hereby granted, as of [      ], deferred compensation in the form of [      ]
(      ) fully vested Units pursuant to the terms of this Agreement and the 2003 Plan.



3. Dividend Equivalents. Executive shall be entitled to receive, with respect to all
outstanding Units (as such Units may be adjusted under Section 6), dividend equivalent amounts
equal to the regular quarterly cash dividend payable to holders of Common Stock (to the extent
regular quarterly cash dividends are paid) as if Executive were an actual shareholder with respect
to the number of shares of Common Stock equal to his outstanding Units. Such dividend equivalent
amounts shall be aggregated on a quarterly basis while the Units are outstanding and paid to
Executive within thirty (30) days following the first business day that occurs immediately
following the 6-month period after the date of Executive’s “separation from service” from the
Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended (the “Code”) and its corresponding regulations) (a “Separation from
Service”). The dividend equivalents and any amounts that may become payable in respect thereof
shall be treated separately from the Units and the rights arising in connection therewith for
purposes of the designation of time and form of payments required by Code Section 409A.



4. Payment of Units.



(a) The shares of Common Stock underlying the Units (the “Unit Shares”) shall be paid
out to Executive within thirty (30) days following the first business day that occurs immediately
following the 6-month period after the date of Executive’s Separation from Service.



(b) All payments of Unit Shares shall be made by the Company in the form of whole shares of
Common Stock, and any fractional share shall be distributed in cash in an amount equal to the value
of such fractional share determined based on the Fair Market Value (as defined in the 2003 Plan) as
of the date immediately prior to such distribution.



(c) Any Unit Shares delivered shall be deposited in an account designated by Executive and
maintained at a brokerage house selected by Executive. Any such Unit Shares shall be duly
authorized, fully paid and non-assessable shares, listed with NASDAQ or the principal United States
securities exchange on which the Common Stock is admitted to trading and, so long as the Company is
required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934,
registered on a Form S-8 registration statement maintained by the Company, if registration is
requested by Executive.



(d) Except as otherwise provided in this Agreement, Executive shall not be deemed to be a
holder of any Common Stock pursuant to a Unit until the date of the issuance of a certificate to
him for such shares and, except as otherwise provided in this Agreement, Executive shall not have
any rights to dividends or any other rights of a shareholder with respect to the shares of Common
Stock covered by a Unit until such shares of Common Stock have been issued to him, which issuance
shall not be unreasonably delayed.



(e) The Company shall be entitled to withhold in cash, shares or deduction from other
compensation payable to the Executive any sums required by federal, state or local tax law to be
withheld with respect to the grant, vesting, distribution or payment of the Units or the Unit
Shares. In satisfaction of the foregoing requirement with respect to the grant, vesting,
distribution or payment of the Units or Unit Shares, to the extent permitted by Section 409A of the
Code, including Treas. Reg. Section 1.409A-3(j)(4)(vi), the Company shall withhold shares of Common
Stock otherwise issuable upon payment of the Units having a Fair Market Value equal to the sums
required to be withheld. Subject to the following sentence, the number of shares of Common Stock
which shall be so withheld in order to satisfy the Executive’s federal, state and local withholding
tax liabilities with respect to the grant, vesting, distribution or payment of the Units or Unit
Shares shall be limited to the number of shares which have a Fair Market Value on the date of
withholding equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state and local tax purposes that are applicable to such
supplemental taxable income. In the event that the number of shares of Common Stock having a Fair
Market Value equal to the sums required to be withheld is not a whole number of shares, the number
of shares so withheld shall be rounded up to the nearest whole share.



(f) Executive’s right to receive payment of any amounts under this Agreement shall be an
unfunded entitlement and shall be an unsecured claim against the general assets of the Company.



(g) After payment in accordance with this Section 4, the Unit Shares may not be sold,
transferred or otherwise disposed of by Executive for a period of five days after receipt of such
shares by Executive, except that no such restrictions shall apply in the case of a Change in
Control (as defined in the Employment Agreement) or in the event that Unit Shares are sold or
withheld in order to satisfy any obligations Executive may have with respect to any applicable tax
withholding requirements on vesting or receipt of Unit Shares (including, without limitation,
pursuant to Section 4(e) above).



5. Representations. The Company represents and warrants that this Agreement has been
authorized by all necessary action of the Company, has been approved by the Board and is a valid
and binding agreement of the Company enforceable against it in accordance with its terms and that
the Unit Shares will be issued pursuant to and in accordance with the 2003 Plan, will be listed
with NASDAQ or the principal United States securities exchange on which the Common Stock is
admitted to trading, and will be validly issued, fully paid and non-assessable shares. The Company
further represents and warrants that the grant of Units under this Agreement has been approved by
the Company’s Compensation Committee, that the 2003 Plan has and will have sufficient shares
available to effect the distribution of the Unit Shares.



6. Changes in the Common Stock and Adjustment of Units.



(a) In the event the outstanding shares of the Common Stock shall be changed into an increased
number of shares, through a share dividend or a split-up of shares, or into a decreased number of
shares, through a combination of shares, then immediately after the record date for such change,
the number of Units then subject to this Agreement shall be proportionately increased, in case of
such share dividend or split-up of shares, or proportionately decreased, in case of such
combination of shares. In the event the Company shall issue any of its shares of stock or other
securities or property (other than Common Stock which is covered by the preceding sentence), in a
reclassification of the Common Stock (including without limitation any such reclassification in
connection with a consolidation or merger in which the Company is the continuing entity), the kind
and number of Units subject to this Agreement immediately prior thereto shall be adjusted so that
the Executive shall be entitled to receive the same kind and number of shares or other securities
or property which the Executive would have owned or have been entitled to receive after the
happening of any of the events described above, had he owned the shares of the Common Stock
represented by the Units under this Agreement immediately prior to the happening of such event or
any record date with respect thereto, which adjustment shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such event.



(b) In the event the Company shall distribute to all holders of the Common Stock evidences of
its indebtedness or assets (including leveraged recapitalizations with special cash distributions,
but excluding regular quarterly cash dividends), then in each case the number of Units thereafter
subject to this Agreement shall be determined by multiplying the number of Units theretofore
subject to this Agreement by a fraction, (i) the numerator of which shall be the then current
market price per share of Common Stock (as determined in paragraph (c) below) on the record date
for such distribution, and (ii) the denominator of which shall be the then current market price per
share of the Common Stock less the then fair value (as mutually determined in good faith by the
Board and the Executive) of the portion of the assets or evidences of indebtedness so distributed
applicable to a share of Common Stock. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of distribution retroactive to the
record date for the determination of shareholders entitled to receive such distribution.



(c) For the purpose of any computation under paragraph (b) of this Section 6, the current
market price per share of the Common Stock at any date shall be deemed to be the average of the
daily Stock Prices (as defined herein) for 15 consecutive Trading Days (as defined herein)
commencing 20 Trading Days before the date of such computation. “Stock Price” for each
Trading Day shall be the “Fair Market Value” of the Common Stock (as defined in the 2003 Plan, as
in effect on the date of this Agreement) for such Trading Day. “Trading Day” shall be each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which the Common Stock is
not traded on the exchange or in the market which is the principal United States market for the
Common Stock.



(d) For the purpose of this Section 6, the term “Common Stock” shall mean (i) the
class of Company securities designated as the Common Stock at the date of this Agreement, or (ii)
any other class of equity interest resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value to no par value, or from no par
value to par value. In the event that at any time, as a result of an adjustment made pursuant to
the second sentence of Section 6(a) above, the Executive shall become entitled to Units
representing any shares other than the Common Stock, thereafter the number of such other shares
represented by a Unit shall be subject to adjustment from time to time in a manner and on the terms
as nearly equivalent as practicable to the provisions with respect to the shares contained in this
Section 6, and the provisions of this Agreement with respect to the shares of Common Stock
represented by the Units shall apply on like terms to any such other shares.



(e) In case of any Change in Control, consolidation of the Company, or merger of the Company
with another corporation as a result of which Common Stock is converted or modified, or in case of
any sale or conveyance to another corporation of the property, assets and business of the Company
as an entirety or substantially as an entirety, the Company shall modify the Units so as to provide
the Executive with Units reflecting the kind and amount of shares and other securities and property
(or cash, as applicable) that he would have owned or have been entitled to receive immediately
after the happening of such Change in Control, consolidation, merger, sale or conveyance had his
Units immediately prior to such action actually been shares and, if applicable, other securities of
the Company represented by those Units. The provisions of this Section 6(e) shall similarly apply
to successive consolidations, mergers, sales or conveyances.



(f) If the Company distributes rights or warrants to all holders of its Common Stock entitling
them to purchase shares of Common Stock at a price per share less than the current market price per
share on the record date for the distribution, the Company shall distribute to Executive equivalent
amounts of such rights or warrants as if Executive were an actual shareholder with respect to the
number of shares of Common Stock equal to his outstanding Units. Such rights or warrants shall be
exercisable at the same time, on the same terms and for the same price as the rights or warrants
distributed to holders of the Common Stock; provided, however, that if such rights or warrants are
deemed to be deferred compensation subject to the requirements of Section 409A of the Code, such
rights or warrants shall be distributed to Executive in a manner that complies with such
requirements.



(g) In case any event shall occur as to which the provisions of this Section 6 are not
applicable but the failure to make any adjustment would not fairly protect the rights represented
by the Units in accordance with the essential intent and principles of this Section 6 then, in each
such case, the Company shall make an adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 6, necessary to preserve, without dilution, the
rights represented by the Units. The Company will promptly notify the Executive of any such
proposed adjustment.



(h) Notwithstanding anything to the contrary contained herein, the provisions of Section 6
shall not apply to, and no adjustment is required to be made in respect of, any of the following:
(i) the issuance of shares of Common Stock upon the exercise of any other rights, options or
warrants that entitle the holder to subscribe for or purchase such shares (it being understood that
the sole adjustment pursuant to this Section 6 in respect of the issuance of shares of Common Stock
upon exercise of rights, options or warrants shall be made at the time of the issuance by the
Company of such rights, options or warrants, or a change in the terms thereof); (ii) the issuance
of shares of Common Stock to the Company’s employees, directors or consultants pursuant to bona
fide benefit plans adopted by the Company’s Board; (iii) the issuance of shares of Common Stock in
a bona fide public offering pursuant to a firm commitment offering; (iv) the issuance of shares of
Common Stock pursuant to any dividend reinvestment or similar plan adopted by the Company’s Board
to the extent that the applicable discount from the current market price for shares issued under
such plan does not exceed 5%; and (v) the issuance of shares of Common Stock in any arm’s length
transaction, directly or indirectly, to any party.



(i) Notwithstanding anything in this Agreement to the contrary, in the event of a spin-off by
the Company to its shareholders, Executive’s participation in such spin-off with respect to the
Units and the adjustment of the Units shall be determined in an appropriate and equitable manner,
and it is the intention of the parties hereto that, to the extent practicable, such adjustment
shall include an equity interest in the spin-off entity.



(j) In the event the parties hereto cannot agree upon an appropriate and equitable adjustment
to the Units, the services of an independent investment banker mutually acceptable to Executive and
the Company shall (at the sole expense of the Company) be retained to determine an appropriate and
equitable adjustment, and such determination shall be binding upon the parties.



(k) Notwithstanding the foregoing, no adjustment shall be made and no action shall be taken
under this Section 6 to the extent that such adjustment or action shall cause the Units to fail to
comply with Section 409A of the Code or the Treasury Regulations thereunder (to the extent
applicable to the Units).



7. No Right to Employment. Nothing in this Agreement shall confer upon Executive the
right to remain in employ of the Company or any subsidiary of the Company.



8. Nontransferability. This Agreement shall not be assignable or transferable by the
Company (other than to successors of the Company) and this Agreement and the Units shall not be
assignable or transferable by the Executive otherwise than by will or by the laws of descent and
distribution, and the Units may be paid out during the lifetime of the Executive only to him. More
particularly, but without limiting the generality of the foregoing, the Units may not be assigned,
transferred (except as provided in the preceding sentence), pledged, or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of
the Units contrary to the provisions of this Agreement, and any levy of any attachment or similar
process upon the Units, shall be null and void and without effect.



9. Entire Agreement. This Agreement and the Employment Agreement contain all the
understandings between the parties hereto pertaining to the matters referred to herein, and
supersede all undertakings and agreements, whether oral or in writing, previously entered into by
them with respect thereto. The Executive represents that, in executing this Agreement, he does not
rely and has not relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter, basis or effect of this Agreement or otherwise.



10. Amendment or Modification; Waiver. No provision of this Agreement may be
amended, modified or waived unless such amendment or modification is agreed to in writing, signed
by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in
writing and signed by the party to be charged. No waiver by any party hereto of any breach by
another party hereto of any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time,
any prior time or any subsequent time.



11. Notices. Any notice to be given hereunder shall be in writing and shall be
deemed given when delivered personally, sent by courier or telecopy or registered or certified
mail, postage prepaid, return receipt requested, addressed to the party concerned at the address
indicated below or to such other address as such party may subsequently give notice of hereunder in
writing:




To the Executive: at Executive’s most recent address on the records of the
Company




To the Company:




Integra LifeSciences Holdings Corporation


311 Enterprise Drive


Plainsboro, NJ 08536


Attention: Chairman


Facsimile: 609-275-9006




(with a copy to the Company’s Chief Executive Officer and the Company’s General
Counsel)



Any notice delivered personally or by courier under this Section 11 shall be deemed given on
the date delivered and any notice sent by telecopy or registered or certified mail, postage
prepaid, return receipt requested, shall be deemed given on the date telecopied or mailed.



12. Severability. If any provision of this Agreement or the application of any such
provision to any party or circumstances shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances, other than those to which it is so determined to
be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by law.



13. Noncontravention. The Company represents that the Company is not prevented from
entering into, or performing, this Agreement by the terms of any law, order, rule or regulation,
its certificate of incorporation or by-laws, or any agreement to which it is a party.



14. Survivorship. The respective rights and obligations of the parties hereunder
shall survive any termination of this Agreement or Executive’s employment to the extent necessary
for the intended preservation of such rights and obligations.



15. Successors. This Agreement shall inure to the benefit of and be binding upon
each successor of the Company, and upon the Executive’s beneficiaries, legal representatives or
estate, as the case may be.



16. Construction. Except as would be in conflict with any specific provision herein,
this Agreement is made under and subject to the provisions of the 2003 Plan as in effect on the
Grant Date and, except as would conflict with the provisions of this Agreement, all of the
provisions of the 2003 Plan as in effect on the Grant Date are hereby incorporated herein as
provisions of this Agreement. In the event of any such conflict, the terms of this Agreement shall
govern.



17. Governing Law. This agreement will be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its conflicts of laws principles.



18. Headings. All descriptive headings of sections and paragraphs in this Agreement
are for convenience of reference only, and they form no part of this Agreement and shall not affect
its interpretation.



19. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



20. Section 409A of the Code. This Agreement is intended to comply with the
requirements of Section 409A of the Code, and shall in all respects be administered and interpreted
in accordance with Section 409A. Notwithstanding anything in the Agreement to the contrary,
payment may only be made under the Agreement upon an event and in a manner permitted by Section
409A of the Code. If a payment is not made by the designated payment date under the Agreement, the
payment shall be made by December 31 of the calendar year in which the designated date occurs. Any
payment to be made upon a termination of employment under this Agreement may only be made upon a
Separation from Service. To the extent that any provision of the Agreement would cause a conflict
with the requirements of Section 409A of the Code, or would cause the administration of the
Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null
and void to the extent permitted by applicable law.



[Signature page follows]






3






IN WITNESS WHEREOF, the parties hereto have executed this Contract Stock Agreement as of the
date first above written.




INTEGRA LIFESCIENCES HOLDINGS CORPORATION




By:

Name:

Title:





EXECUTIVE




Peter J. Arduini



4



Exhibit B




[Form for Arduini Annual Contract Stock Grant]



INTEGRA LIFESCIENCES HOLDINGS CORPORATION

CONTRACT STOCK / RESTRICTED UNITS AGREEMENT

Pursuant to

2003 EQUITY INCENTIVE PLAN




AGREEMENT, dated as of       , 20      , by and between Integra LifeSciences Holdings
Corporation, a Delaware corporation (the “Company”), and Peter J. Arduini (the
“Executive”).



WHEREAS, the Company and Executive have previously entered into that certain employment
agreement dated as of [      ], 2010 (the “Employment Agreement”);



WHEREAS, the Company maintains the Integra LifeSciences Holdings Corporation Second Amended
and Restated 2003 Equity Incentive Plan (the “2003 Plan”), the terms of which are hereby
incorporated by reference and made part of this Agreement;



WHEREAS, the 2003 Plan provides for the award of Contract Stock on the terms and conditions
set forth therein; and



WHEREAS, the Committee has determined that, as an inducement to the Executive to enter into or
remain in the service of the Company, it would be to the advantage and in the best interest of the
Company and its stockholders to grant to Executive an aggregate of [      ] (      )
shares of Contract Stock under the 2003 Plan in the form of restricted units (the “Units”)
representing the right to receive an equal number of shares of common stock of the Company, par
value $.01 per share (“Common Stock”), on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration the legal sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



1. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Employment Agreement or the 2003 Plan, as applicable, unless otherwise
indicated.



2. Grant of Units. Executive is hereby granted, as of       , 20       (the
“Grant Date”), deferred compensation in the form of [      ] (      ) Units
pursuant to the terms of this Agreement and the 2003 Plan. The Executive’s right to receive the
shares of Common Stock underlying the Units shall be subject to forfeiture as provided in Section 4
of this Agreement.



3. Vesting.



(a) Subject to paragraph (b) and Section 4 below, the Units shall vest in cumulative
installments as follows:




(i) One-third of the Units shall vest on the first anniversary of the Grant Date;


(ii) One-third of the Units shall vest on the second anniversary of the Grant Date;
and


(iii) One-third of the Units shall vest on the third anniversary of the Grant Date;



(b) One hundred percent (100%) of the then outstanding Units shall vest in the event that:




(i) Executive incurs a Termination of Service (as defined below) (1) by reason of
the Executive’s “Disability” (as defined in Section 1 of the Employment Agreement),
or (2) by reason of the Executive’s death; or


(ii) a “Change in Control” (as defined in the Employment Agreement) occurs prior to
the Executive’s Termination of Service.



(c) For purposes of this Agreement, “Termination of Service” shall mean the time when
the Executive 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. A Termination of
Service shall not include a termination where the Executive 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.



4. Forfeiture of Units. Immediately upon a Termination of Service for any reason
other than the Executive’s death or Disability, the Executive shall forfeit any and all Units which
have not vested or do not vest on or prior to such termination, and the Executive’s rights in any
such Units which are not so vested shall terminate, lapse and expire (including the Executive’s
right to receive the shares underlying such Units).



5. Dividend Equivalents. Executive shall be entitled to receive, with respect to all
outstanding vested Units (as such Units may be adjusted under Section 8), dividend equivalent
amounts equal to the regular quarterly cash dividend payable to holders of Common Stock (to the
extent regular quarterly cash dividends are paid) as if Executive were an actual shareholder with
respect to the number of shares of Common Stock equal to his outstanding vested Units. Such
dividend equivalent amounts shall be aggregated on a quarterly basis while the Units are
outstanding and paid to Executive within thirty (30) days following the first business day that
occurs immediately following the 6-month period after the date of Executive’s “separation from
service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue
Code of 1986, as amended (the “Code”) and its corresponding regulations) (a “Separation
from Service”). For the avoidance of doubt, such dividend equivalent amounts shall only be
paid with respect to Units that are vested as of the applicable dividend payment date, and
Executive shall not be entitled to receive any dividend equivalent amounts with respect to Units
that are not vested as of such dividend payment date. The dividend equivalents and any amounts
that may become payable in respect thereof shall be treated separately from the Units and the
rights arising in connection therewith for purposes of the designation of time and form of payments
required by Code Section 409A.



6. Payment of Units.



(a) The shares of Common Stock underlying Units which are then vested under Section 3(a) or
3(b) (the “Unit Shares”) shall be paid out to Executive within thirty (30) days following
the first business day that occurs immediately following the 6-month period after the date of
Executive’s Separation from Service.



(b) All payments of Unit Shares shall be made by the Company in the form of whole shares of
Common Stock, and any fractional share shall be distributed in cash in an amount equal to the value
of such fractional share determined based on the Fair Market Value (as defined in the 2003 Plan) as
of the date immediately prior to such distribution.



(c) Any Unit Shares delivered shall be deposited in an account designated by Executive and
maintained at a brokerage house selected by Executive. Any such Unit Shares shall be duly
authorized, fully paid and non-assessable shares, listed with NASDAQ or the principal United States
securities exchange on which the Common Stock is admitted to trading and, so long as the Company is
required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934,
registered on a Form S-8 registration statement maintained by the Company, if registration is
requested by Executive.



(d) Except as otherwise provided in this Agreement, Executive shall not be deemed to be a
holder of any Common Stock pursuant to a Unit until the date of the issuance of a certificate to
him for such shares and, except as otherwise provided in this Agreement, Executive shall not have
any rights to dividends or any other rights of a shareholder with respect to the shares of Common
Stock covered by a Unit until such shares of Common Stock have been issued to him, which issuance
shall not be unreasonably delayed.



(e) The Company shall be entitled to withhold in cash, shares or deduction from other
compensation payable to the Executive any sums required by federal, state or local tax law to be
withheld with respect to the grant, vesting, distribution or payment of the Units or the Unit
Shares. In satisfaction of the foregoing requirement with respect to the grant, vesting,
distribution or payment of the Units or Unit Shares, to the extent permitted by Section 409A of the
Code, including Treas. Reg. Section 1.409A-3(j)(4)(vi), the Company shall withhold shares of Common
Stock otherwise issuable upon payment of the Units having a Fair Market Value equal to the sums
required to be withheld. Subject to the following sentence, the number of shares of Common Stock
which shall be so withheld in order to satisfy the Executive’s federal, state and local withholding
tax liabilities with respect to the grant, vesting, distribution or payment of the Units or Unit
Shares shall be limited to the number of shares which have a Fair Market Value on the date of
withholding equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state and local tax purposes that are applicable to such
supplemental taxable income. In the event that the number of shares of Common Stock having a Fair
Market Value equal to the sums required to be withheld is not a whole number of shares, the number
of shares so withheld shall be rounded up to the nearest whole share.



(f) Executive’s right to receive payment of any amounts under this Agreement shall be an
unfunded entitlement and shall be an unsecured claim against the general assets of the Company.



(g) After payment in accordance with this Section 6, the Unit Shares may not be sold,
transferred or otherwise disposed of by Executive for a period of five days after receipt of such
shares by Executive, except that no such restrictions shall apply in the case of a Change in
Control or in the event that Unit Shares are sold or withheld in order to satisfy any obligations
Executive may have with respect to any applicable tax withholding requirements on vesting or
receipt of Unit Shares (including, without limitation, pursuant to Section 6(e) above).



7. Representations. The Company represents and warrants that this Agreement has been
authorized by all necessary action of the Company, has been approved by the Board and is a valid
and binding agreement of the Company enforceable against it in accordance with its terms and that
the Unit Shares will be issued pursuant to and in accordance with the 2003 Plan, will be listed
with NASDAQ or the principal United States securities exchange on which the Common Stock is
admitted to trading, and will be validly issued, fully paid and non-assessable shares. The Company
further represents and warrants that the grant of Units under this Agreement has been approved by
the Company’s Compensation Committee, that the 2003 Plan has and will have sufficient shares
available to effect the distribution of the Unit Shares.



8. Changes in the Common Stock and Adjustment of Units.



(a) In the event the outstanding shares of the Common Stock shall be changed into an increased
number of shares, through a share dividend or a split-up of shares, or into a decreased number of
shares, through a combination of shares, then immediately after the record date for such change,
the number of Units then subject to this Agreement shall be proportionately increased, in case of
such share dividend or split-up of shares, or proportionately decreased, in case of such
combination of shares. In the event the Company shall issue any of its shares of stock or other
securities or property (other than Common Stock which is covered by the preceding sentence), in a
reclassification of the Common Stock (including without limitation any such reclassification in
connection with a consolidation or merger in which the Company is the continuing entity), the kind
and number of Units subject to this Agreement immediately prior thereto shall be adjusted so that
the Executive shall be entitled to receive the same kind and number of shares or other securities
or property which the Executive would have owned or have been entitled to receive after the
happening of any of the events described above, had he owned the shares of the Common Stock
represented by the Units under this Agreement immediately prior to the happening of such event or
any record date with respect thereto, which adjustment shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such event.



(b) In the event the Company shall distribute to all holders of the Common Stock evidences of
its indebtedness or assets (including leveraged recapitalizations with special cash distributions,
but excluding regular quarterly cash dividends), then in each case the number of Units thereafter
subject to this Agreement shall be determined by multiplying the number of Units theretofore
subject to this Agreement by a fraction, (i) the numerator of which shall be the then current
market price per share of Common Stock (as determined in paragraph (c) below) on the record date
for such distribution, and (ii) the denominator of which shall be the then current market price per
share of the Common Stock less the then fair value (as mutually determined in good faith by the
Board and the Executive) of the portion of the assets or evidences of indebtedness so distributed
applicable to a share of Common Stock. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of distribution retroactive to the
record date for the determination of shareholders entitled to receive such distribution.



(c) For the purpose of any computation under paragraph (b) of this Section 8, the current
market price per share of the Common Stock at any date shall be deemed to be the average of the
daily Stock Prices (as defined herein) for 15 consecutive Trading Days (as defined herein)
commencing 20 Trading Days before the date of such computation. “Stock Price” for each
Trading Day shall be the “Fair Market Value” of the Common Stock (as defined in the 2003 Plan, as
in effect on the date of this Agreement) for such Trading Day. “Trading Day” shall be each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which the Common Stock is
not traded on the exchange or in the market which is the principal United States market for the
Common Stock.



(d) For the purpose of this Section 8, the term “Common Stock” shall mean (i) the
class of Company securities designated as the Common Stock at the date of this Agreement, or (ii)
any other class of equity interest resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value to no par value, or from no par
value to par value. In the event that at any time, as a result of an adjustment made pursuant to
the second sentence of Section 8(a) above, the Executive shall become entitled to Units
representing any shares other than the Common Stock, thereafter the number of such other shares
represented by a Unit shall be subject to adjustment from time to time in a manner and on the terms
as nearly equivalent as practicable to the provisions with respect to the shares contained in this
Section 8, and the provisions of this Agreement with respect to the shares of Common Stock
represented by the Units shall apply on like terms to any such other shares.



(e) In case of any Change in Control, consolidation of the Company, or merger of the Company
with another corporation as a result of which Common Stock is converted or modified, or in case of
any sale or conveyance to another corporation of the property, assets and business of the Company
as an entirety or substantially as an entirety, the Company shall modify the Units so as to provide
the Executive with Units reflecting the kind and amount of shares and other securities and property
(or cash, as applicable) that he would have owned or have been entitled to receive immediately
after the happening of such Change in Control, consolidation, merger, sale or conveyance had his
Units immediately prior to such action actually been shares and, if applicable, other securities of
the Company represented by those Units. The provisions of this Section 8(e) shall similarly apply
to successive consolidations, mergers, sales or conveyances.



(f) If the Company distributes rights or warrants to all holders of its Common Stock entitling
them to purchase shares of Common Stock at a price per share less than the current market price per
share on the record date for the distribution, the Company shall distribute to Executive equivalent
amounts of such rights or warrants as if Executive were an actual shareholder with respect to the
number of shares of Common Stock equal to his outstanding Units. Such rights or warrants shall be
exercisable at the same time, on the same terms and for the same price as the rights or warrants
distributed to holders of the Common Stock; provided, however, that if such rights or warrants are
deemed to be deferred compensation subject to the requirements of Section 409A of the Code, such
rights or warrants shall be distributed to Executive in a manner that complies with such
requirements.



(g) In case any event shall occur as to which the provisions of this Section 8 are not
applicable but the failure to make any adjustment would not fairly protect the rights represented
by the Units in accordance with the essential intent and principles of this Section 8 then, in each
such case, the Company shall make an adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 8, necessary to preserve, without dilution, the
rights represented by the Units. The Company will promptly notify the Executive of any such
proposed adjustment.



(h) Notwithstanding anything to the contrary contained herein, the provisions of Section 8
shall not apply to, and no adjustment is required to be made in respect of, any of the following:
(i) the issuance of shares of Common Stock upon the exercise of any other rights, options or
warrants that entitle the holder to subscribe for or purchase such shares (it being understood that
the sole adjustment pursuant to this Section 8 in respect of the issuance of shares of Common Stock
upon exercise of rights, options or warrants shall be made at the time of the issuance by the
Company of such rights, options or warrants, or a change in the terms thereof); (ii) the issuance
of shares of Common Stock to the Company’s employees, directors or consultants pursuant to bona
fide benefit plans adopted by the Company’s Board; (iii) the issuance of shares of Common Stock in
a bona fide public offering pursuant to a firm commitment offering; (iv) the issuance of shares of
Common Stock pursuant to any dividend reinvestment or similar plan adopted by the Company’s Board
to the extent that the applicable discount from the current market price for shares issued under
such plan does not exceed 5%; and (v) the issuance of shares of Common Stock in any arm’s length
transaction, directly or indirectly, to any party.



(i) Notwithstanding anything in this Agreement to the contrary, in the event of a spin-off by
the Company to its shareholders, Executive’s participation in such spin-off with respect to the
Units and the adjustment of the Units shall be determined in an appropriate and equitable manner,
and it is the intention of the parties hereto that, to the extent practicable, such adjustment
shall include an equity interest in the spin-off entity.



(j) In the event the parties hereto cannot agree upon an appropriate and equitable adjustment
to the Units, the services of an independent investment banker mutually acceptable to Executive and
the Company shall (at the sole expense of the Company) be retained to determine an appropriate and
equitable adjustment, and such determination shall be binding upon the parties.



(k) Each additional Unit which results from adjustments made pursuant to this Section 8 or the
2003 Plan shall be subject to the same terms and conditions regarding vesting and forfeiture as the
underlying Unit to which such additional Unit relates.



(l) Notwithstanding the foregoing, no adjustment shall be made and no action shall be taken
under this Section 8 to the extent that such adjustment or action shall cause the Units to fail to
comply with Section 409A of the Code or the Treasury Regulations thereunder (to the extent
applicable to the Units).



9. No Right to Employment. Nothing in this Agreement shall confer upon Executive the
right to remain in employ of the Company or any subsidiary of the Company.



10. Nontransferability. This Agreement shall not be assignable or transferable by
the Company (other than to successors of the Company) and this Agreement and the Units shall not be
assignable or transferable by the Executive otherwise than by will or by the laws of descent and
distribution, and the Units may be paid out during the lifetime of the Executive only to him. More
particularly, but without limiting the generality of the foregoing, the Units may not be assigned,
transferred (except as provided in the preceding sentence), pledged, or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of
the Units contrary to the provisions of this Agreement, and any levy of any attachment or similar
process upon the Units, shall be null and void and without effect.



11. Entire Agreement. This Agreement and the Employment Agreement contain all the
understandings between the parties hereto pertaining to the matters referred to herein, and
supersede all undertakings and agreements, whether oral or in writing, previously entered into by
them with respect thereto. The Executive represents that, in executing this Agreement, he does not
rely and has not relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter, basis or effect of this Agreement or otherwise.



12. Amendment or Modification; Waiver. No provision of this Agreement may be
amended, modified or waived unless such amendment or modification is agreed to in writing, signed
by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in
writing and signed by the party to be charged. No waiver by any party hereto of any breach by
another party hereto of any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time,
any prior time or any subsequent time.



13. Notices. Any notice to be given hereunder shall be in writing and shall be
deemed given when delivered personally, sent by courier or telecopy or registered or certified
mail, postage prepaid, return receipt requested, addressed to the party concerned at the address
indicated below or to such other address as such party may subsequently give notice of hereunder in
writing:




To the Executive: at Executive’s most recent address on the records of the
Company




To the Company:




Integra LifeSciences Holdings Corporation


311 Enterprise Drive


Plainsboro, NJ 08536


Attention: Chairman


Facsimile: 609-275-9006




(with a copy to the Company’s Chief Executive Officer and the Company’s General
Counsel)



Any notice delivered personally or by courier under this Section 13 shall be deemed given on
the date delivered and any notice sent by telecopy or registered or certified mail, postage
prepaid, return receipt requested, shall be deemed given on the date telecopied or mailed.



14. Severability. If any provision of this Agreement or the application of any such
provision to any party or circumstances shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances, other than those to which it is so determined to
be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by law.



15. Noncontravention. The Company represents that the Company is not prevented from
entering into, or performing, this Agreement by the terms of any law, order, rule or regulation,
its certificate of incorporation or by-laws, or any agreement to which it is a party.



16. Survivorship. The respective rights and obligations of the parties hereunder
shall survive any termination of this Agreement or Executive’s employment to the extent necessary
for the intended preservation of such rights and obligations.



17. Successors. This Agreement shall inure to the benefit of and be binding upon
each successor of the Company, and upon the Executive’s beneficiaries, legal representatives or
estate, as the case may be.



18. Construction. Except as would be in conflict with any specific provision herein,
this Agreement is made under and subject to the provisions of the 2003 Plan as in effect on the
Grant Date and, except as would conflict with the provisions of this Agreement, all of the
provisions of the 2003 Plan as in effect on the Grant Date are hereby incorporated herein as
provisions of this Agreement. In the event of any such conflict, the terms of this Agreement shall
govern.



19. Governing Law. This agreement will be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its conflicts of laws principles.



20. Headings. All descriptive headings of sections and paragraphs in this Agreement
are for convenience of reference only, and they form no part of this Agreement and shall not affect
its interpretation.



21. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



22. Section 409A of the Code. This Agreement is intended to comply with the
requirements of Section 409A of the Code, and shall in all respects be administered and interpreted
in accordance with Section 409A. Notwithstanding anything in the Agreement to the contrary,
payment may only be made under the Agreement upon an event and in a manner permitted by Section
409A of the Code. If a payment is not made by the designated payment date under the Agreement, the
payment shall be made by December 31 of the calendar year in which the designated date occurs. Any
payment to be made upon a termination of employment under this Agreement may only be made upon a
Separation from Service. To the extent that any provision of the Agreement would cause a conflict
with the requirements of Section 409A of the Code, or would cause the administration of the
Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null
and void to the extent permitted by applicable law.



[Signature page follows]






5






IN WITNESS WHEREOF, the parties hereto have executed this Contract Stock / Restricted Units
Agreement as of the date first above written.




INTEGRA LIFESCIENCES HOLDINGS CORPORATION




By:

Name:

Title:





EXECUTIVE




Peter J. Arduini



6



Exhibit C




	 	 	 
	Notice of Grant of Stock Options

and Option Agreement
	 	Integra LifeSciences Holdings Corporation

ID: 51-0317849

311 Enterprise Drive

Plainsboro, New Jersey 08536

	 
	 	 

	[NAME AND ADDRESS OF GRANTEE]
	 	Option Number:

	 	 	Plan: [NAME OF PLAN]

ID:

	 
	 	 







Effective [DATE OF GRANT], you have been granted a Non-Qualified Stock Option to buy        shares of
Integra LifeSciences Holdings Corporation (the Company) stock at $[CLOSING PRICE OF COMMON STOCK ON
DATE OF GRANT] per share.



The total option price of the shares granted is $     .



Shares in each period will become fully vested on the date shown.



	 	 	 	 	 	 	 
	Shares	 	Vest Type	 	Full Vest	 	Expiration
	1/4th of SHARES
	 	On Vest Date
	 	ONE YEAR

ANNIVERSARY OF

GRANT DATE

	 	SIX YEAR

ANNIVERSARY OF

GRANT DATE
	3/4th of SHARES
	 	Monthly, as set

forth in the Option

Agreement
	 	FOUR YEAR

ANNIVERSARY OF

GRANT DATE

	 	SIX YEAR

ANNIVERSARY OF

GRANT DATE






By your signature and the Company’s signature below, you and the Company agree that these options
are granted under and governed by the terms and conditions of the Company’s Second Amended and
Restated 2003 Equity Incentive Plan and the Option Agreement, all of which are attached and made a
part of this document.



	 	 	 	 	 
	Integra LifeSciences Holdings Corporation

	 	Date
	 	

	 

	 	 	 	 
	Name

	 	 	 	Date






INTEGRA LIFESCIENCES HOLDINGS CORPORATION

2003 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT




NON-QUALIFIED STOCK OPTION AGREEMENT (together with the attached Notice of Grant of Stock
Options and Option Agreement (“Notice of Grant”), the “Option Agreement”) made as of the date (the
“Grant Date”) set forth in Notice of Grant, between Integra LifeSciences Holdings Corporation, a
Delaware corporation (the “Company”), and the named Key Employee of the Company, a Related
Corporation, or an affiliate (the “Employee”).



WHEREAS, the Company desires to afford the Employee an opportunity to purchase shares of
common stock of the Company, par value $.01 per share (“Common Stock”), as hereinafter provided, in
accordance with the provisions of the Integra LifeSciences Holdings Corporation Second Amended and
Restated 2003 Equity Incentive Plan (the “Plan”)[, which can be found on Integra’s Intranet at
]. Requests for hardcopies of the “Plan” should be directed to [
] at the Plainsboro, New Jersey Corporate Office.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration the legal sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



1. Grant of Option. The Company hereby grants to the Employee a non-qualified stock
option (the “Option”) to purchase all or any part of an aggregate of the number of shares of Common
Stock as set forth in the attached Notice of Grant, subject to adjustment in accordance with
Section 8 of the Plan.



2. Purchase Price. The purchase price per share of the shares of Common Stock covered
by the Option shall be that set forth in the attached Notice of Grant, subject to adjustment in
accordance with Section 8 of the Plan. It is the determination of the Company’s Compensation
Committee (the “Committee”) that on the Grant Date the per share Option exercise price was not less
than the greater of one hundred percent (100%) of the fair market value of the Common Stock, or the
par value thereof.



3. Term. Unless earlier terminated pursuant to any provision of this Option
Agreement, this Option shall expire on the date set forth in the attached Notice of Grant (the
“Expiration Date”). Notwithstanding anything herein to the contrary, this Option shall not be
exercisable after the Expiration Date.



4. Exercise of Option. This Option shall vest and become exercisable with respect to
1/4th of the shares subject hereto on the first anniversary of the Grant Date. Thereafter, this
Option shall vest and become exercisable with respect to 1/36th of the remaining shares on the
first business day of each following month.



Any portion of the Option that becomes exercisable in accordance with the foregoing shall
remain exercisable, subject to the provisions contained in this Option Agreement, until the
expiration of the term of this Option as set forth in Paragraph 3 or until other termination of the
Option as set forth in this Option Agreement.



Notwithstanding anything contained herein, no portion of the Option which has not become
vested and exercisable as of the Employee’s termination of employment or in connection with
Employee’s termination of employment shall thereafter become vested or exercisable.



5. Method of Exercising Option. Subject to the terms and conditions of this Option
Agreement, the Option may be exercised in whole or in part by written notice to the Company, at its
principal office, which currently is located at 311 Enterprise Drive, Plainsboro, New Jersey 08536.
Such notice shall state the election to exercise the Option, and the number of shares with respect
to which it is being exercised; shall be signed by the person or persons so exercising the Option;
shall, unless the Company otherwise notifies the Employee, be accompanied by the investment
certificate referred to in Paragraph 6; and shall be accompanied by payment of the full Option
price of such shares.



The Option price shall be paid to the Company: (i) in cash; (ii) in cash equivalent; (iii) in
Common Stock of the Company, in accordance with Section 7.1(f)(ii) of the Plan (as in effect on the
date of this Option Agreement); (iv) by delivering a properly executed notice of exercise of the
Option, in accordance with Section 7.1(f)(iii) of the Plan (as in effect on the date of this Option
Agreement); (v) in Common Stock of the Company issuable pursuant to the exercise of the Option or
otherwise withheld in net settlement of the Option, in accordance with Section 7.1(f)(iv) of the
Plan (as in effect on the date of this Option Agreement); or (v) by any combination of (i)-(v).



Upon receipt of such notice and payment, the Company, as promptly as practicable, shall
deliver or cause to be delivered a certificate or certificates representing the shares with respect
to which the Option is so exercised. Such certificate(s) shall be registered in the name of the
person or persons so exercising the Option (or, if the Option is exercised by the Employee and if
the Employee so requests in the notice exercising the Option, shall be registered in the name of
the Employee and the Employee’s spouse, jointly, with right of survivorship) and shall be delivered
as provided above to or upon the written order of the person or persons exercising the Option. In
the event the Option is exercised by any person or persons after the legal disability or death of
the Employee, such notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option. All shares that are purchased upon the exercise of the Option as
provided herein shall be fully paid and not assessable by the Company.



6. Shares to be Purchased for Investment. Unless the Company has theretofore notified
the Employee that a registration statement covering the shares to be acquired upon the exercise of
the Option has become effective under the Securities Act of 1933 and the Company has not thereafter
notified the Employee that such registration statement is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person effecting such exercise shall
submit to the Company a certificate of such investment intent, together with such other evidence
supporting the same as the Company may request. The Company shall be entitled to delay the
transferability of the shares issued upon any such exercise to the extent necessary to avoid a risk
of violation of the Securities Act of 1933 (or of any rules or regulations promulgated thereunder)
or of any state laws or regulations. Such restrictions may, at the option of the Company, be noted
or set forth in full on the share certificates.



7. Non-Transferability of Option. This Option is not assignable or transferable, in
whole or in part, by the Employee other than by will or by the laws of descent and distribution,
and during the lifetime of the Employee the Option shall be exercisable only by the Employee or by
his or her guardian or legal representative.



8. Termination of Employment. If the Employee’s employment with the Company and all
Related Corporations is terminated for any reason other than death or disability prior to the
Expiration Date, this Option may be exercised, to the extent of the number of shares with respect
to which the Employee could have exercised it on the date of such termination of employment, or to
any greater extent permitted by the Committee, by the Employee at any time prior to the earlier of:




(a) The Expiration Date; or




(b) Six (6) months after such termination of employment.



9. Disability. If the Employee incurs a disability, as defined in the Plan, during
his or her employment with the Company and Related Corporations and, prior to the Expiration Date,
the Employee’s employment is terminated as a consequence of such disability, this Option may be
exercised, to the extent of the number of shares with respect to which the Employee could have
exercised it on the date of such termination of employment, or to any greater extent permitted by
the Committee in its discretion, by the Employee, or in the event of the Employee’s legal
disability, by the Employee’s legal representative, at any time prior to the earlier of:




(a) The Expiration Date; or




(b) One year after the date of such termination of employment.



10. Death. If the Employee dies during his or her employment with the Company and
Related Corporations and prior to the Expiration Date, or if the Employee’s employment is
terminated for any reason (as described in Paragraphs 8 or 9 above) and the Employee dies following
his or her termination of employment but prior to the earliest of the Expiration Date or the
expiration of the period determined under Paragraph 8 or 9 above, this Option may be exercised, to
the extent of the number of shares with respect to which the Employee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Committee, by the
Employee’s estate, personal representative or beneficiary who acquired the right to exercise this
Option by bequest or inheritance or by reason of the Employee’s death, at any time prior to the
earlier of:




(a) The Expiration Date; or




(b) One year after the date of the Employee’s death



11. Withholding of Taxes. The obligation of the Company to deliver shares of Common
Stock upon the exercise of the Option shall be subject to applicable federal, state and local tax
withholding requirements. If the exercise of any Option is subject to the withholding requirements
of applicable federal, state or local tax laws, the Committee, in its discretion, may permit the
Employee, subject to the provisions of the Plan and such additional withholding rules (the
“Withholding Rules”) as shall be adopted by the Committee, to satisfy the withholding tax, in whole
or in part, by electing to have the Company withhold (or by returning to the Company) shares of
Common Stock, which shares shall be valued, for this purpose, at their fair market value on the
date of exercise of the Option (or, if later, the date on which the Employee recognizes ordinary
income with respect to such exercise). An election to use shares of Common Stock to satisfy tax
withholding requirements must be made in compliance with and subject to the Withholding Rules. The
Committee may not withhold shares in excess of the number necessary to satisfy the minimum tax
withholding requirements.



12. Construction. Except as would be in conflict with any specific provision herein,
this Option Agreement is made under and subject to the provisions of the Plan as in effect on the
Grant Date and, except as would conflict with the provisions of this Option Agreement, all of the
provisions of the Plan as in effect on the Grant Date are hereby incorporated herein as provisions
of this Option Agreement. Notwithstanding the foregoing, provisions of this Option Agreement that
conflict with the Plan will be given effect only to the extent they do not exceed the Committee’s
discretion under the Plan.



13. Governing Law. This Non-Qualified Stock Option Agreement shall be governed by
applicable federal law and otherwise by the laws of the State of Delaware.




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