exv10w17






Exhibit 10.17




SEVERANCE AGREEMENT




     THIS SEVERANCE AGREEMENT (this “Agreement”) is made as of the 4th day of January, 2010 by and
between Integra LifeSciences Holdings Corporation, a Delaware Corporation, and Judith E. O’Grady
(“Executive”).



Background




     WHEREAS, this Agreement is, in part, intended to specify the financial arrangements that the
Company (as defined below) will provide to Executive upon Executive’s separation from employment
with the Company in connection with or after a Change in Control (as defined below).



     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 mean a minimum base salary of
$244,400 per year, payable in periodic installments in accordance with the
Company’s regular payroll practices in effect from time to time. Executive’s
Base Salary shall be subject to annual reviews, and may increase pursuant to
such reviews, in which case the increased annual Base Salary shall become the
“Base Salary.”
	 
	 	(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 —






	 	(1)	 	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;
	 
	 	(2)	 	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;
	 
	 	(3)	 	demonstrated his personal
dishonesty in connection with his employment by the Company;
	 
	 	(4)	 	engaged in a breach of fiduciary
duty in connection with his employment with the Company;














 






	 	(5)	 	engaged in willful misconduct that is materially and
demonstrably injurious to the Company or any of its
subsidiaries; or
	 
	 	(6)	 	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:






	 	(1)	 	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 (i), (ii) and (iii) of paragraph (3) of
this definition shall not be a Change in Control under this
paragraph (1); or
	 
	 	(2)	 	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





2









 





	 	 	 	consents by or on behalf of a Person other than the Board; or
	 
	 	(3)	 	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: (i) 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; (ii) 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 (iii) 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
	 
	 	(4)	 	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.




3









 






	 	(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:






	 	(1)	 	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;
	 
	 	(2)	 	during the one-year period
following a Change in Control, the relocation by the Company of
Executive’s office to a location more than forty (40) miles from
Princeton, New Jersey, or, where Executive’s office is located
other than at the Company’s headquarters in Plainsboro, New
Jersey, to a location more than forty (40) miles from the
location of Executive’s office on the date hereof;
	 
	 	(3)	 	the Company’s failure to obtain
the assumption of this Agreement by any successor to the
Company; or
	 
	 	(4)	 	during the one-year period
following a Change in Control, the Company, without Executive’s
express written consent: (i) a reduction in Executive’s Base
Salary, bonus opportunity (if applicable) or the aggregate
fringe benefits provided to Executive; or (ii) a substantial
alteration of Executive’s authority and/or title or other
substantial diminution in the nature or status of Executive’s
responsibilities in a manner reasonably construed to constitute
a demotion.






	 	 	 	Notwithstanding the foregoing, Executive will not be deemed to have resigned
for Good Reason unless (1) Executive provides the Company with written
notice setting forth in reasonable detail the facts and circumstances
claimed by Executive to constitute Good Reason within 60 days after the date
of the occurrence of any event that Executive knows or should reasonably
have known constitutes Good Reason for voluntary termination, (2) the
Company fails to cure such acts or omissions within 30 days of its actual
receipt of such notice, and (3) the effective date of Executive’s
termination for Good Reason occurs no later than 30 days after the
expiration of the cure period.




4









 












	 	(i)	 	“Retirement” shall mean the termination of Executive’s
employment with the Company in accordance with the retirement policies,
including early retirement policies, generally applicable to the Company’s
salaried employees.
	 
	 	(j)	 	“Term” shall have the meaning set forth in Section 2
hereof.
	 
	 	(k)	 	“Termination Date” shall mean the date on which
Executive’s employment with the Company terminates, as specified in the
Termination Notice.
	 
	 	(l)	 	“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 16(i).





     2. Term of Agreement. The term of this Agreement shall commence on the date hereof as
first written above and shall terminate on December 31, 2010 (the “Term”), provided, that,
notwithstanding any decision of the Company not to extend this Agreement, this Agreement shall
continue in effect for a period of 12 months beyond the date on which a Change in Control occurs if
a Change in Control shall have occurred during the Term and while Executive is employed by the
Company.



     3. Termination of Employment.




	 	(a)	 	Prior to a Change in Control. Executive’s rights upon
termination of employment prior to a Change in Control shall be governed by the
Company’s standard employment termination policies and practices applicable to
Executive in effect at the time of termination or, if applicable, any written
employment agreement between the Company and Executive other than this
Agreement in effect at the time of termination.
	 
	 	(b)	 	After a Change in Control.






	 	(i)	 	From and after the date of a Change in Control
during the Term, the Company shall not terminate Executive from
employment with the Company except as provided in this Section 3(b) or
as a result of Executive’s Disability, Retirement or death.
	 
	 	(ii)	 	From and after the date of a Change in Control
during the Term, the Company shall have the right to terminate
Executive from employment with the Company at any time during the Term
for Cause, by written notice to Executive, specifying the particulars
of the conduct of Executive forming the basis for such termination.




5









 






	 	(iii)	 	From and after the date of a Change in Control
during the Term, subject to Section 4 below: (x) the Company shall have
the right to terminate Executive’s employment without Cause, at any
time; and (y) Executive shall have the right to voluntarily terminate
his employment for Good Reason.





     4. Payments Upon Termination of Employment.




	 	(a)	 	As consideration for the restrictive covenants contained in
Section 5, in the event that within twelve months of a Change in Control (i)
Executive terminates his employment for Good Reason, or (ii) Executive’s
employment is terminated by the Company for a reason other than Retirement,
Disability, death or Cause, then the Company shall:






	 	(i)	 	pay Executive a lump-sum severance amount equal
to Executive’s annual Base Salary (determined without regard to any
reduction that would give rise to Good Reason) as of his last day of
active employment; the severance amount shall be paid in a single sum
on the first business day of the month following the Termination Date;
and
	 
	 	(ii)	 	maintain and provide to Executive, for a period
commencing on the Termination Date and ending on the earlier of (A) the
end of the twelfth month after the Termination Date, or (B) Executive’s
death, continued health coverage in the plan in which Executive was
participating immediately prior to the Termination Date; provided that
the continuation of such coverage is not prohibited by the terms of the
plan or by the Company for legal reasons; and provided further, that in
order to receive such continued coverage, Executive shall be required
to pay to the Company at the same time that premium payments are due
for the month an amount equal to the full monthly premium payments
required to pay for such coverage and the Company shall reimburse to
Executive the amount of such monthly premium, less the amount that
Executive was required to pay for such coverage immediately prior to
the Termination Date (the “Health Payment”), no later than the next
payroll date of the Company that occurs after the date the premium for
the month is paid by Executive. In addition, on each date on which the
monthly Health Payments are made, the Company shall pay to Executive an
additional amount equal to the federal, state and local income and
payroll taxes that Executive incurs on each monthly Health Payment (the
“Health Gross-up Payment”). The Health Payment and the Health Gross-up
Payment shall be reimbursed to Executive in a manner that complies with
the requirements of Treas. Reg. §1.409A-3(i)(1)(iv), and in no event
will the Health Gross-up Payment be paid to Executive later than the
end of the calendar year following that in which Executive





6









 





	 	 	 	remits the underlying taxes incurred by the Executive on the
applicable Health Payment; and
	 
	 	(iii)	 	pay to Executive a lump sum cash payment
within thirty (30) days following Executive’s Termination Date equal to
the premium cost of continuing the life and disability insurance in
effect on Executive’s Termination Date for the period ending on the end
of the twelfth month after the Termination Date; provided that the
continuation of such benefits is not prohibited by the terms of the
plan or by the Company for legal reasons.
	 
	 	(iv)	 	If any payment or benefit to Executive under
this Agreement would be considered a “parachute payment” within the
meaning of Section 280G(b)(2) of the Code and, if, after reduction for
any applicable federal excise tax imposed by Section 4999 of the Code
(the “Excise Tax”) and federal income tax imposed by the Code,
Executive’s net proceeds of the amounts payable and the benefits
provided under this Agreement would be less than the amount of
Executive’s net proceeds resulting from the payment of the Reduced
Amount described below, after reduction for federal income taxes, then
the amount payable and the benefits provided under this Agreement shall
be limited to the Reduced Amount. The “Reduced Amount” shall be the
largest amount that could be received by Executive under this Agreement
such that no amount paid to Executive under this Agreement and any
other agreement, contract or understanding heretofore or hereafter
entered into between Executive and the Company (the “Other Agreements”)
and any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company for the direct or indirect provision
of compensation to Executive (including groups or classes of
participants or beneficiaries of which Executive is a member), whether
or not such compensation is deferred, is in cash, or is in the form of
a benefit to or for Executive (a “Benefit Plan”) would be subject to
the Excise Tax. In the event that the amount payable to Executive
shall be limited to the Reduced Amount, then, first non-cash benefits
that are not equity-based shall be reduced, then equity award vesting
acceleration and next new equity award grants shall be reduced,
followed by a reduction of cash payments, including without limitation
the severance amounts set forth in Section 4, beginning with payments
that would be made last in time, in all cases, (A) if and to the extent
not already provided, accelerated, granted or paid, as applicable,
prior to the date of such reduction, (B) only to the least extent
necessary so that no portion thereof shall be subject to the Excise
Tax, (C) in a manner that results in the best economic benefit to
Executive, and (D) to the extent economically equivalent, in a pro rata
manner.





7









 






	 	(v)	 	Notwithstanding any provision to the contrary
herein, if at the time of Executive’s termination of employment the
Company’s stock is publicly traded and Executive is a “specified
employee” (as such term is defined in Section 409A(2)(B)(i) of the Code
and its corresponding regulations), then, to the extent 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,
all payments to Executive pursuant to this Section 4(a) that are deemed
as deferred compensation subject to the requirements of Section 409A of
the Code shall not be paid to Executive until as soon as
administratively practicable following the expiration of the six month
period following the date of Executive’s Termination Date, but not
later than the first Company payroll date that occurs after the end of
such six month period. If Executive dies during such six-month period
and prior to the payment of the postponed amounts hereunder, the
amounts withheld on account of Section 409A of the Code 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 4(a) are deferred due to such
requirements, there shall be added to such payments interest during the
deferral 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.






	 	(b)	 	Other Termination. In the event that Executive’s
employment terminates other than as set forth in Section 4(a), Executive’s
rights upon termination shall be governed by the Company’s standard employment
termination policies and practices applicable to Executive in effect at the
time of termination or, if applicable, any written employment agreement between
the Company and Executive other than this Agreement in effect at the time of
termination.
	 
	 	(c)	 	Termination Notice. Except in the event of Executive’s
death, a termination under this Agreement shall be effected by means of a
Termination Notice.





     5. Restrictive Covenants.




	 	(a)	 	Covenant Not to Compete. During the Term and for a
period of one year following the Termination Date of Executive’s employment,
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





8









 





	 	 	 	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”), instrument business (general surgical handheld
instruments used for general purposes in surgical procedures) (“Instrument
Business”), reconstruction business (bone fixation devices for foot and
ankle reconstruction procedures) (“Reconstruction 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, Neurosurgery Business,
Instrument Business and Reconstruction 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 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,
however, that nothing set forth in this Section 5(a) shall prohibit
Executive from becoming an employee or agent of, or consultant to, any
entity that is engaged in the Business so long as Executive does not engage
in any activities in the Business in any capacity for said entity.
	 
	 	(b)	 	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. All computer software, business
cards, telephone lists, customer lists, price lists, contract forms, catalogs,
the 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





9









 





	 	 	 	proceeding against the Company and, upon termination of employment for any
reason, Executive shall deliver to the Company 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.
	 
	 	(c)	 	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 5(c) 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 the Company shall
determine.
	 
	 	(d)	 	Breach of Covenant. Executive expressly acknowledges
that damages alone will be an inadequate remedy for any breach or violation of
any of the provisions of this Section 5 and that the Company, in addition to
all other remedies, shall be entitled as a matter of right to equitable relief,
including injunctions and specific performance, in any court of competent
jurisdiction. If any of the provisions of this Section 5 are held to be in any
respect unenforceable, then they shall be deemed to extend only over the
maximum period of time, geographic area, or range of activities as to which
they may be enforceable.
	 
	 	(e)	 	Survivability. Executive’s obligations under this
Section 5 shall survive termination of this Agreement and/or termination of
Executive’s employment regardless of the manner of termination and shall be
binding upon Executive’s heirs, executors, administrators and legal
representatives.




10









 











     6. Condition to Payment. Executive’s receipt of the compensation benefits set forth
herein are expressly conditioned upon Executive’s execution of a general release satisfactory to
the Company.



     7. No Duty to Mitigate. Executive shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for herein be reduced by any compensation
earned by other employment or otherwise.



     8. No Set-off. Following a Change in Control, the Company’s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against Executive or otherwise
arising.



     9. Limitation on Obligations of the Company. Executive understands that this
Agreement does not create an obligation on the Company or any other person or entity to continue
his employment or to exploit any Inventions. Executive understands and acknowledges that his
employment with the Company is for an unspecified duration and constitutes “at-will” employment and
that this employment relationship may be terminated at any time, with or without cause, either at
Executive’s or the Company’s option, with or without notice.



     10. Executive Duties. Unless such notice is waived by the Company, Executive shall not
terminate employment with the Company without giving 30 days’ prior notice to the Board, and during
such 30-day period Executive will assist, as and to the extent reasonably requested by the Company,
in training the successor to Executive’s position with the Company; provided, however, that the
provisions of Section 1(h) shall control over this Section 10 in the event of a voluntary
termination by Executive for Good Reason.



     11. 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.



     12. 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.



     13. Death of Executive. 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 within thirty (30) days after Executive’s death to Executive’s surviving
spouse, or if none, to the duly appointed personal representative of his estate.



     14. Legal Expenses. In the event of a termination pursuant to Section 4(a) hereof,
the Company shall also pay to Executive all reasonable legal fees and expenses incurred by



11









 




Executive as a result of such termination of employment (including all fees and expenses, if
any, incurred by Executive in contesting or disputing any such termination or in seeking to obtain
to enforce any right or benefit provided to Executive by this Agreement whether by arbitration or
otherwise).




     15. 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)	 	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.
	 
	 	(c)	 	ERISA. For purposes of the Employee Retirement Income
Security Act of 1974, as amended, this Agreement is intended to be a severance
pay employee welfare benefit plan, and not an employee pension plan, and shall
be construed and administered with that intention.
	 
	 	(d)	 	Prior Employment. Executive represents and warrants
that his acceptance of employment with the Company has not breached, and the
performance of his duties for the Company will not breach, any duty owed by him
to any prior employer or other person.
	 
	 	(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)	 	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.
	 
	 	(g)	 	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.
	 
	 	(h)	 	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.




12









 






	 	(i)	 	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: President and CEO






	 	 	With a copy to:






	 	 	 	The Company’s General Counsel:






	 	 	To Executive:






	 	 	 	Judith E. O’Grady

c/o Integra LifeSciences Corporation

311 Enterprise Drive

Plainsboro, NJ 08536






	 	(j)	 	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.
	 
	 	(k)	 	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.
	 
	 	(l)	 	Section 409A.






	 	(i)	 	This Agreement shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder and 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 of the Code, 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”





13









 





	 	 	 	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)	 	All reimbursements provided under this
Agreement shall be made or provided in accordance with the requirements
of Section 409A of the Code, 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.





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



	 	 	 	 	 	 	 
	INTEGRA LIFESCIENCES 

EXECUTIVE HOLDINGS CORPORATION	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stuart M. Essig
 

	 	/s/ Judith E. O’Grady
 

	 	 
	Its:

	 	President and Chief Executive Officer
	 	Judith E. O’Grady
	 	 







14