EX-10.11



 Exhibit 10.11 

SEASPINE HOLDINGS CORPORATION 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 

This SeaSpine Holdings Corporation (the “Company”) Non-Employee Director Compensation Program (this
“Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective upon the effectiveness of the distribution by Integra LifeSciences
Holdings Corporation (“Integra”) to its stockholders of all of the outstanding shares of the Company’s common stock (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the SeaSpine Holdings Corporation 2015 Incentive Award Plan, as may be amended (the “Plan”). 
 Cash Compensation

 Effective upon the Effective Date, Directors will become entitled to receive annual retainers in the following amounts, pro-rated for any partial
year of service: 
  

					
	 Chairman Annual Retainer:
		$	75,000	  
	 Non-Chairman Director Annual Retainer:
		$	50,000	  
	 Chair of Audit Committee Additional Annual Retainer:
		$	15,000	  
	 Chair of Compensation Committee Additional Annual Retainer:
		$	15,000	  
	 Chair of Nominating and Corporate Governance Committee Additional Annual Retainer:
		$	15,000	  
	 Lead Director Additional Annual Retainer:
		$	25,000	  

 All cash annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar
quarter, but in no event more than thirty (30) days after the end of such quarter. 
 Directors may be permitted to elect to receive an Option in lieu
of the Director’s aggregate annual retainer for (i) with respect to the fiscal year in which the Effective Date occurs, the remainder of such fiscal year or (ii) with respect to any subsequent fiscal year, such entire fiscal year.
Such election must be made (A) with respect to the fiscal year in which the Effective Date occurs, prior to the Effective Date and (B) with respect to any subsequent fiscal year, prior to the earlier to occur of (x) the date of the
annual shareholder meeting of the Company (each, an “Annual Meeting”) that occurs in such subsequent fiscal year or (y) the last day of the first calendar quarter of such fiscal year. 

In the event a Director timely elects to receive an Option in lieu of such Director’s aggregate cash annual retainer, the Option shall be granted under
the Plan or any other applicable Company equity incentive plan then-maintained by the Company on (i) with respect to the fiscal year in which the Effective Date occurs, the first day of the full calendar month that begins after the 30th day
following the Effective Date (the “Initial Grant Date”) and (ii) with respect to any subsequent fiscal year, the date of the Annual Meeting that occurs in such fiscal year. 

Any Option granted in lieu of a Director’s aggregate annual cash retainer will cover a number of Shares in an amount equal to the Director’s
aggregate annual cash retainer with respect to the applicable fiscal year, divided by the per share grant date fair value of the Option on the applicable grant date. 

For the avoidance of doubt, no Director will receive any annual retainer (or portion thereof, whether in the form of cash or as an Option) with respect to
services provided to the Company or Integra prior to the Effective Date. 







 Equity Compensation 
  

			
	Post-Distribution Stock Option Grants:		Each Director who is serving on the Board as of the Effective Date is hereby granted on the Initial Grant Date an Option to purchase a number of Shares under the Plan in an amount equal to $200,000 or, with respect to the Lead
Independent Director and the Chairman, $400,000 and $500,000, respectively, divided by the per share grant date fair value of such Option on the Initial Grant Date.
		
			In addition, each Director who is serving on the Board as of the Effective Date is hereby granted on the Initial Grant Date an Option to purchase a number of Shares under the Plan in an amount equal to $100,000 or, with respect to
the Chairman, $150,000, divided by the per share grant date fair value of such Option on the Initial Grant Date, subject to the Director’s continued service through the Initial Grant Date.
		
	Initial Stock Option Grant:		Each Director who is initially elected or appointed to serve on the Board after the Effective Date shall be granted an Option to purchase a number of Shares under the Plan, or any other applicable Company equity incentive plan
then-maintained by the Company, in an amount equal to $100,000 or, with respect to the Chairman, $150,000, divided by the per share grant date fair value of such Option on the later of the Director’s Election Date (as defined below) and the
Initial Grant Date (the “Initial Option”), subject to the Director’s continued service through the Initial Grant Date (if applicable). The Initial Option may be pro-rated to reflect any partial year of service, as determined by
the Board in its sole discretion.
		
			An Initial Option is hereby granted on the later of the date on which such Director is initially elected or appointed to serve on the Board (the “Election Date”) and the Initial Grant Date.
		
	Annual Stock Option Grant:		Each Director serving on the Board as of the date of each Annual Meeting shall be granted an Option to purchase a number of Shares under the Plan or any other applicable Company equity incentive plan then-maintained by the Company
in an amount equal to $100,000 or, with respect to the Chairman, $150,000, divided by the per share grant date fair value of such Option on the date of the applicable Annual Meeting (the “Annual Option”).
		
			An Annual Option is hereby granted on the date of the applicable Annual Meeting.








 Miscellaneous 

Each Option granted under this Program shall be a Non-Qualified Stock Option, shall have an exercise price per Share equal to the Fair Market Value of a Share
on the applicable grant date and shall have a term of ten years from the applicable grant date; provided, however, that if a Director experiences a Termination of Service for Cause, each Option granted to the Director under this Program may not be
exercised after the start of business on the Director’s termination date. 
 With respect to each Option granted under this Program, the per share
grant date fair value of such Option shall be computed in accordance with FASB Accounting Standards Codification Topic 18, Compensation — Stock Compensation, or any successor accounting standard. 

Each Option granted under this Program shall vest with respect to 25% of the Shares subject to the Option on each quarterly anniversary of the applicable
grant date, subject to continued service, and shall fully vest and become exercisable immediately prior to a Change in Control, subject to continued service until immediately prior to such Change in Control. In addition, (i) if a Director
stands for reelection but is not reelected to the Board, any outstanding Annual Option(s) then-held by such Director shall fully vest and become exercisable on the date on which such Director is not reelected and (ii) if a Director experiences a
Termination of Service due to such Director’s death or disability, any outstanding Option(s) granted under this Program that are then-held by such Director shall fully vest and become exercisable upon such termination. 

All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Options are hereby subject in all respect to the terms
of the Plan. The grant of any Option under this Program shall be made solely by and subject to the terms set forth in a written Award Agreement in a form approved by the Board and duly executed by an executive officer of the Company. 

Effectiveness, Amendment, Modification and Termination 

This Program shall become effective upon the Effective Date. This Program may be amended, modified or terminated by the Board in the future at its sole
discretion. No Director shall have any rights hereunder, except with respect to any Options actually granted pursuant to the Program.