Integra Lifesciences Holdings Corp – ‘8-K’ for 2/23/06 – EX-9

On:  Tuesday, 2/28/06, at 4:31pm ET   ·   For:  2/23/06   ·   Accession #:  917520-6-55   ·   File #:  0-26224

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-9        Ex10-1                                                 1      5K 

EX-9   —   Ex10-1

Compensation of Non-Employee Directors of Integra LifeSciences
Holdings Corporation

Effective as of the 2006 Annual Meeting of Stockholders of Integra LifeSciences 
Holdings Corporation (the "Company"), the annual compensation payable to        
non-employee directors of the Company will be as set forth below.               

Directors will receive an annual equity grant, at their election, of 7,500      
options or 1,875 shares of restricted stock, with the Chairman receiving 10,000 
options or 2,500 shares of restricted stock.                                    

Directors will also receive an annual retainer of $50,000, payable in one of    
four ways, at their election: (1) in cash, (2) in restricted stock, (3) one half
in cash and one half in restricted stock or (4) in options to purchase common   
stock (the number of options determined by valuing the options at 25% of the    
fair market value of the common stock underlying the options), with a maximum of
5,000 options.                                                                  

Cash payments will be paid in arrears on a quarterly basis. Options and         
restricted stock will be granted on the date of the annual meeting of           
stockholders at which directors are elected.                                    

Options and restricted stock will fully vest six months after the grant date.   
Options will expire on the six year anniversary of the grant date. The exercise 
price of options granted will be the closing price of the Company's common stock
on the grant date, and restricted stock will be valued based on the closing     
price of the Company's common stock on the date of the grant.                   

The Company will pay reasonable travel and out-of-pocket expenses incurred by   
non-employee directors in connection with attendance at meetings to transact    
business of the Company or attendance at meetings of the Board of Directors or  
any committee thereof.