EX-10.5






Exhibit 10.5




[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]






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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




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