Exhibit 4.4:  1999 Long-Term Incentive Plan



Exhibit
4.4


COMPOSITE
VERSION




CONMED CORPORATION


1999 LONG-TERM INCENTIVE PLAN*


        1.
PURPOSE. The purpose of the 1999 Long-Term Incentive Plan of CONMED
Corporation (the “Plan”) is to promote the long term financial
interests of CONMED Corporation (the “Company”), including its growth
and performance, by encouraging employees of the Company and its subsidiaries
and consultants who provide important services to the Company and its
subsidiaries to acquire an ownership position in the Company, enhancing the
ability of the Company and its subsidiaries to attract and retain employees and
consultants of outstanding ability, and providing employees and consultants with
an interest in the Company parallel to that of the Company’s shareholders.
To achieve these purposes, the Company may grant Awards of options, restricted
shares, stock appreciation rights and performance shares to key employees and
consultants selected by the Stock Option Committee, all in accordance with the
terms and conditions set forth in the Plan. 



        2. DEFINITIONS. The
following definitions are applicable to the Plan:


        “Award”
shall mean an award determined in accordance with the terms of the Plan. 


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


        “Committee”
shall mean the Stock Option Committee of the Board of Directors. The Committee
shall be composed of not less than two directors of the Company. The Board of
Directors may also appoint one or more directors as alternate members of the
Committee. No officer or employee of the Company or of any subsidiary shall be a
member or alternate member of the Committee. The Committee shall at all times be
comprised solely of “outside directors” within the meaning of Section
162(m) of the Internal Revenue Code and in such a manner as to satisfy the
“non-employee” director standard contained in Rule 16b-3 promulgated
under the Exchange Act. 


        “Common
Stock” shall mean the common stock, par value $.01 per share, of the
Company. 


        “Covered
Employee” means, at the time of an Award (or such other time as required or
permitted by Section 162(m) of the Internal Revenue Code) (i) the
Company’s Chief Executive Officer (or an individual acting in such
capacity), (ii) any employee of the Company or its subsidiaries who, in the
discretion of the Committee for purposes of determining those employees who are
“covered employees” under Section 162(m) of the Internal Revenue
Code, is likely to be among the four other highest compensated officers of the
Company for the year in






* Composite copy reflecting
all amendments and adjustments through May 14, 2002.








which an Award is made or
payable, and (iii) any other employee of the Company or its subsidiaries
designated by the Committee in its discretion. 



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



        “Fair
Market Value” shall mean, per share of Common Stock, the closing price of
the Common Stock on the Nasdaq Stock Market of the National Association of
Securities Dealers, Inc. (the “Nasdaq Stock Market”) on the applicable
date, or, if the shares of Common Stock of the Company are then listed on a
securities exchange, the closing price of the Common Stock on the principal
securities exchange on which such shares are then traded, or, if there are no
sales of Common Stock on the Nasdaq Stock Market or such principal securities
exchange (as applicable) on such date, then the closing price of the Common
Stock on the last previous day on which a sale on the Nasdaq Stock Market or
such principal securities exchange (as applicable) is reported. 



        “Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended. 



        “Participant”
shall mean an employee of the Company or any subsidiary or a consultant who is
party to a consulting agreement with the Company or any subsidiary, in each case
who is selected by the Committee to participate in the Plan. 



        3.
SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 16 of this Plan, the number of shares of Common Stock which shall
be available for the grant of Awards under the Plan shall not exceed 2,500,000.
Notwithstanding anything contained herein to the contrary, in no event shall
more than 600,000 shares of Common Stock (subject to adjustment as provided in
Section 16 of this Plan) be available in the aggregate for the issuance of
Common Stock pursuant to performance shares and restricted stock granted under
the Plan. The shares of Common Stock issued under the Plan may be authorized and
unissued shares, treasury shares or shares acquired in the open market
specifically for distribution under the Plan, as the Company may from time to
time determine. 



        Shares
of Common Stock subject to an Award under the Plan that, in whole or in part,
expires unexercised or that is forfeited, terminated or canceled or is paid in
cash in lieu of Common Stock, shares of Common Stock surrendered or withheld
from any Award under the Plan to satisfy a Participant’s income tax
withholding obligation and shares of Common Stock owned by the Participant that
are tendered to pay for the exercise of a stock option under the Plan shall
thereafter again be available for grant under the Plan. 



        4.
ADMINISTRATION. The Plan shall be administered by the Committee. A
majority of the Committee shall constitute a quorum, and the acts of a majority
shall be the acts of the Committee. Any determination of the Committee may be
made, without a meeting, by a writing or writings signed by all of the members
of the Committee. In addition, the Committee may authorize any one or more of
their number or any officer of the Company to execute and deliver documents on
behalf of the Committee and the Committee may delegate to one or more employees,
agents or officers of the Company, or to one or more third party consultants, 




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accountants, lawyers or
other advisors, such ministerial duties related to the operation of the Plan as
it may deem appropriate.



        Subject
to the provisions of the Plan, the Committee (i) (or its delegate, within
limits established by the Committee, with respect to non-Covered Employees and
employees who are not subject to Section 16 of the Exchange Act) shall
select the Participants, determine the type, size and terms of Awards to be made
to Participants, determine the shares or share units subject to Awards, the
restrictions, conditions and contingencies to be applicable in the case of
specific Awards, and the time or times at which Awards shall be exercisable or
at which restrictions, conditions and contingencies shall lapse, and
(ii) shall have the authority to interpret the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, to determine the
terms and provisions of any agreements entered into hereunder, and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive. No member or alternate member of the Committee shall be liable
for any such action or determination made in good faith. 



        5.
ELIGIBILITY. All employees of the Company and its subsidiaries and
consultants who are parties to consultancy agreements with the Company or any
subsidiary, in each case who have demonstrated significant management potential
or who have the capacity for contributing in a substantial measure to the
successful performance of the Company, as determined by the Committee in its
sole discretion, are eligible to be Participants in the Plan. In addition, the
Committee may from time to time deem other employees of the Company or its
subsidiaries or consultants eligible to participate in the Plan to receive
awards of nonstatutory stock options. The granting of any Award to a Participant
shall not entitle that Participant to, nor disqualify that Participant from,
participation in any other grant of an Award. 



        6.
AWARDS. Awards under the Plan may consist of: stock options (either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or nonstatutory stock options), performance shares, stock
appreciation rights and restricted stock grants. Awards of performance shares
and restricted stock may provide the Participant with dividends or dividend
equivalents and voting rights prior to vesting (whether based on a period of
time or based on attainment of specified performance conditions). 



        7.
STOCK OPTIONS. The award instrument pursuant to which any incentive stock
option is granted shall specify that the option granted thereby shall be treated
as an incentive stock option. The award instrument pursuant to which any
nonstatutory stock option is granted shall specify that the option granted
thereby shall not be treated as an incentive stock option. The Committee shall
establish the option price at the time each stock option is granted, which price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant. Stock options shall be exercisable for such period as specified
by the Committee, but in no event may options be exercisable for a period of
more than ten years after their date of grant. The option price of each share as
to which a stock option is exercised shall be paid in full at the time of such
exercise. Such payment shall be made in cash, by tender of shares of Common
Stock 




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owned by the Participant
valued at Fair Market Value as of the date of exercise, subject to such
guidelines for the tender of Common Stock as the Committee may establish, in
such other consideration as the Committee deems appropriate, or by a combination
of cash, shares of Common Stock and such other consideration. The Committee, in
its sole discretion, may grant to a Participant the right to transfer Common
Stock acquired upon the exercise of a part of a stock option in payment of the
exercise price payable upon immediate exercise of a further part of the stock
option. In no event may any Participant receive stock options under the Plan
with respect to more than 300,000 shares of Common Stock in any 12 month
period. 



        8.
PERFORMANCE SHARES. Performance shares may be granted in the form of
actual shares of Common Stock or share units having a value equal to an
identical number of shares of Common Stock. In the event that a stock
certificate is issued in respect of performance shares, such certificate shall
be registered in the name of the Participant but shall be held by the Company
until the time the performance shares are earned. The performance conditions and
the length of the performance period shall be determined by the Committee but in
no event may a performance period be less than twelve months. The Committee
shall determine in its sole discretion whether performance shares granted in the
form of share units shall be paid in cash, Common Stock, or a combination of
cash and Common Stock. 



        Awards
of performance shares to a Covered Employee shall (unless the Committee
determines otherwise) be subject to performance conditions based on the
achievement (i) by the Company or a business unit of a specified target
operating or net income or return on assets, (ii) by the Company or a
business unit of specified target earnings per share or return on equity,
(iii) of a targeted total shareholder return or (iv) any combination
of the conditions set forth in clauses (i), (ii) and (iii) above. If an
Award of performance shares is made on such basis, the Committee shall establish
the relevant performance conditions within 90 days after the commencement
of the performance period (or such later date as may be required or permitted by
Section 162(m) of the Internal Revenue Code). The Committee may, in its
discretion, reduce or eliminate the amount of payment with respect to an Award
of performance shares to a Covered Employee, notwithstanding the achievement of
a specified performance condition. The maximum number of performance shares
subject to any Award under the Plan to a Covered Employee is 300,000 for each
twelve months during the performance period (or, to the extent the Award is paid
in cash, the maximum dollar amount of any such Award is the equivalent cash
value of such number of Shares at the closing price on the last trading day of
the performance period). For purposes of the immediately preceding sentence,
“trading day” shall mean a day in which the Shares are traded on the
Nasdaq Stock Market or, if applicable, the principal securities exchange on
which the shares of Common Stock are then traded. An Award of performance shares
to a Participant who is a Covered Employee shall (unless the Committee
determines otherwise) provide that in the event of the Participant’s
termination of employment prior to the end of the performance period for any
reason, such Award will be payable only (A) if the applicable performance
conditions are achieved and (B) to the extent, if any, as the Committee
shall determine. 



        9. STOCK APPRECIATION
RIGHTS. Stock Appreciation Rights (“SARs”) may be granted only in connection
with a stock option. A SAR granted in connection with an incentive stock option
may be granted only when the incentive stock option is granted. A SAR granted
in




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connection with a
nonstatutory stock option may be granted either when the related nonstatutory
stock option is granted or at any time thereafter, including, in the case of any
nonstatutory stock option resulting from the conversion of an incentive stock
option to a nonstatutory stock option, simultaneously with or after the
conversion. A Participant electing to exercise a SAR shall deliver written
notice to the Company of the election identifying the SAR and the related option
with respect to which the SAR was granted to the Participant, and specifying the
number of whole shares of Common Stock with respect to which the Participant is
exercising the SAR. Upon exercise of the SAR, the related option shall be deemed
to be surrendered to the extent that the SAR is exercised. SARs may be exercised
only (i) on a date when the Fair Market Value of a share of Common Stock exceeds
the exercise price stated in the stock option related to that SAR, (ii) at a
time and to the same extent as the related stock option is exercisable, (iii) by
surrender to the Company, unexercised, of the related stock option or any
applicable portion thereof, and (iv) in compliance with any restrictions that
may be set forth in the Award agreement pursuant to which the SAR was granted.
The amount payable upon exercise of a SAR may be paid by the Company in cash,
or, if the Committee shall determine in its sole discretion, in shares of Common
Stock (taken at their Fair Market Value at the time of exercise of the SAR) or
in a combination of cash and shares of Common Stock; provided, however,
that in no event shall the total number of shares of Common Stock that may be
paid to a Participant pursuant to the exercise of a SAR exceed the total number
of shares of Common Stock subject to the related stock option. A SAR shall
terminate and may no longer be exercised upon the first to occur of (a) exercise
or termination of the related stock option or (b) any termination date specified
by the Committee at the time of grant of the SAR. In addition, the Committee
may, in its sole discretion at any time before the occurrence of a Change of
Control, amend, suspend, or terminate any SAR theretofore granted under the Plan
without the holder’s consent; provided that, in the case of
amendment, no provision of the SAR, as amended, shall be in conflict with any
provision of the Plan. The amendment, suspension, or termination of any SAR by
the Committee as described in the immediately preceding sentence shall not
affect the holder’s rights in any related stock option. 



        10.
RESTRICTED STOCK. Restricted stock may be granted in the form of actual
shares of Common Stock or share units having a value equal to an identical
number of shares of Common Stock. In the event that a stock certificate is
issued in respect of restricted stock, such certificate shall be registered in
the name of the Participant but shall be held by the Company until the end of
the restricted period. The employment conditions and the length of the period
for vesting of restricted stock shall be established by the Committee at time of
grant. A restricted period of not less than three years shall apply to shares of
Common Stock subject to restricted stock grants under the Plan, except that a
restricted period of less than three years may apply to such grants with respect
to up to ten percent (10%) of the total shares of Common Stock available for the
grant of Awards under the Plan. The Committee shall determine in its sole
discretion whether restricted stock granted in the form of share units shall be
paid in cash, Common Stock, or a combination of cash and Common Stock. 



        11. AWARD AGREEMENTS.
Each Award under the Plan shall be evidenced by an agreement setting forth the
terms and conditions, as determined by the Committee, which shall apply to such
Award, in addition to the terms and conditions specified in the Plan.





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        12.
CHANGE IN CONTROL. In the event of a Change in Control, as hereinafter
defined, (i) the restrictions applicable to all shares of restricted stock
and restricted share units shall lapse and such shares and share units shall be
deemed fully vested, (ii) all restricted stock granted in the form of share
units shall be paid in cash, (iii) all performance shares granted in the
form of shares of Common Stock or share units shall be deemed to be earned in
full, (iv) all performance shares granted in the form of share units shall
be paid in cash, and (v) each a stock option and SAR that is not
exercisable in full shall be deemed fully vested. The amount of any cash payment
in respect of a restricted share unit or performance share unit shall be equal
to: (A) in the event the Change in Control is the result of a tender offer
or exchange offer for Common Stock, the final offer price per share paid for the
Common Stock or (B) in the event the Change in Control is the result of any
other occurrence, the aggregate per share value of Common Stock as determined by
the Committee at such time. The Committee may, in its discretion, include such
further provisions and limitations in any agreement documenting such Awards as
it may deem equitable and in the best interests of the Company. 



        A
“Change in Control” shall mean the occurrence of any one of the
following events: (i) any “person” (as such term is defined in
Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 25% or more of the combined voting
power of the Company’s then outstanding securities eligible to vote for the
election of the Board of Directors (the “Company Voting Securities”);
provided, however, that the event described in this paragraph (i) shall
not be deemed to be a Change in Control by virtue of any of the following
acquisitions: (A) by the Company or any of its subsidiaries,
(B) by any employee benefit plan sponsored or maintained by the Company or
any of its subsidiaries, (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) pursuant to a
Non-Control Transaction (as defined in clause (iii) below), (ii) during any
period of not more than two years, individuals who constitute the Board of
Directors of the Company as of the beginning of the period (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board of Directors, provided that any person becoming a director
subsequent to the beginning of the period; whose election or nomination for
election was approved by a vote (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) of at least three-quarters of
the Incumbent Directors who remain on the Board of Directors, including those
directors whose election or nomination for election was previously so approved,
shall also be deemed to be an Incumbent Director; provided, however, that
no individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to directors or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board of Directors shall be deemed to be an
Incumbent Director; (iii) the consummation of a merger, consolidation, share
exchange or similar form of corporate reorganization of the Company (or any such
type of transaction involving the Company or any of its subsidiaries that
requires the approval of the Company’s shareholders, whether for the
transaction or the issuance of securities in the transaction or otherwise) (a
“Business Combination”), unless immediately following such Business
Combination: (a) more than 60% of the total voting power of the corporation
resulting from such Business Combination (including, without limitation, any
corporation which directly or indirectly has beneficial ownership of 100% 




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of the Company Voting
Securities) eligible to elect directors of such corporation is represented by
shares that were Company Voting Securities immediately prior to such Business
Combination (either by remaining outstanding or being converted), and such
voting power is in substantially the same proportion as the voting power of such
Company Voting Securities immediately prior to the Business Combination,
(b) no person (other than any holding company resulting from such Business
Combination, any employee benefit plan sponsored or maintained by the Company
(or the corporation resulting from such Business Combination)) immediately
following the consummation of the Business Combination becomes the beneficial
owner, directly or indirectly, of 25% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the corporation
resulting from such Business Combination, and (c) at least a majority of
the members of the board of directors of the corporation resulting from such
Business Combination were Incumbent Directors at the time of the approval of the
execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies the conditions in clauses (a), (b) and
(c) is referred to hereunder as a “Non-Control Transaction”); or (iv)
the shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or the sale of all or substantially all of its
assets. Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 25% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition
by the Company such person becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur. 



        13.
WITHHOLDING. The Company shall have the right to deduct from any payment
to be made pursuant to the Plan the amount of any taxes required by law to be
withheld therefrom, or to require a Participant to pay to the Company such
amount required to be withheld prior to the issuance or delivery of any shares
of Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding obligation
by having the Company retain the number of shares of Common Stock whose Fair
Market Value equals the amount required to be withheld. Any fraction of a share
of Common Stock required to satisfy such obligation shall be disregarded and the
amount due shall instead be paid in cash to the Participant. 



        14.
NONTRANSFERABILITY. No Award shall be assignable or transferable, and no
right or interest of any Participant shall be subject to any lien, obligation or
liability of the Participant, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding sentence, the Committee
may, subject to the terms and conditions it may specify, permit a Participant to
transfer any nonstatutory stock options granted to him pursuant to the Plan to
one or more of his immediate family members or to trusts established in whole or
in part for the benefit of the Participant and/or one or more of such immediate
family members. During the lifetime of the Participant, a nonstatutory stock
option shall be exercisable only by the Participant or by the immediate family
member or trust to whom such stock option has been transferred pursuant to the
immediately preceding sentence. For purposes of the Plan, (i) the term
“immediate family” shall mean the Participant’s spouse and issue
(including adopted and step children) and (ii) the phrase “immediate
family members and trusts established in whole or 




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in part for the benefit of
the Participant and/or one or more of such immediate family members” shall
be further limited, if necessary, so that neither the transfer of a nonstatutory
stock option to such immediate family member or trust, nor the ability of a
Participant to make such a transfer shall have adverse consequences to the
Company or the Participant by reason of Section 162(m) of the Internal
Revenue Code. 



        15. NO RIGHT TO EMPLOYMENT OR
CONSULTANCY. No person shall have any claim or right to be granted an Award,
and the grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any subsidiary or retained
as a consultant with the Company or any subsidiary. Further, the Company and its
subsidiaries expressly reserve the right at any time to dismiss a Participant
free from any liability, or any claim under the Plan, except as provided herein
or in any agreement entered into hereunder. Any obligation of the Company under
the Plan to make any payment at any future date merely constitutes the unsecured
promise of the Company to make such payment from its general assets in
accordance with the Plan, and no Participant shall have any interest in, or lien
or prior claim upon, any property of the Company or any subsidiary by reason of
that obligation.



        16.
ADJUSTMENT OF AND CHANGES IN COMMON STOCK. In the event of any change in
the outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distributions to common shareholders
other than regular cash dividends, the Committee may make such substitution or
adjustment, if any, as it deems to be equitable, as to the number or kind of
shares of Common Stock or other securities issued or reserved for issuance
pursuant to the Plan and outstanding Awards (including adjustments to the option
and exercise prices of outstanding Awards). Except pursuant to the previous
sentence, the option or exercise price of outstanding Awards may not be reduced. 



        17.
AMENDMENT. The Board of Directors may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no amendment shall be
made without stockholder approval if such approval is necessary in order for the
Plan to continue to comply with Rule 16b-3 under the Exchange Act. 



        18.
EFFECTIVE DATE AND TERMINATION. The Plan shall be effective as of January
1, 1999, subject to its approval by shareholders of the Company. Subject to
earlier termination pursuant to Section 16 of this Plan or by the action of
the Board of Directors, the Plan shall remain in effect until December 31, 2008. 



        19.
PURCHASE FOR INVESTMENT. Each person acquiring Common Stock pursuant to
any Award may be required by the Company to furnish a representation that he or
she is acquiring the Common Stock so acquired as an investment and not with a
view to distribution thereof if the Company, in its sole discretion, determines
that such representation is required to ensure that a resale or other
disposition of the Common Stock would not involve a violation of the Securities
Act of 1933, as amended, or of applicable blue sky laws. Any investment
representation so furnished shall no longer be applicable at any time such
representation is no longer necessary for such purposes. 




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        20. AWARDS IN SUBSTITUTION
FOR AWARDS GRANTED BY OTHER COMPANIES. Awards may be granted under the Plan
in substitution for awards held by employees of a company who become employees
of the Company or any subsidiary as a result of the merger or consolidation of
the employer company with the Company or any subsidiary, or the acquisition by
the Company or any subsidiary of the assets of the employer company, or the
acquisition by the Company or any subsidiary of stock of the employer company as
a result of which it becomes a subsidiary. The terms, provisions, and benefits
of the substitute Awards so granted may vary from the terms, provisions, and
benefits set forth in or authorized by the Plan to such extent as the Committee
at the time of the grant may deem appropriate to conform, in whole or in part,
to the terms, provisions, and benefits of the awards in substitution for which
they are granted.



        21. GOVERNING LAW. The
provisions of the Plan shall be governed and construed in accordance with the
laws of the State of New York.






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