EX-10.6






Exhibit 10.6




	 	 	 
	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.