INTEGRA LIFESCIENCES HOLDINGS CORP
10-2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2form8k41206.txt
<DESCRIPTION>10-2
<TEXT>
12


                               SEVERANCE AGREEMENT

This severance agreement (this "Agreement") is made as of the 1st day of March
2006 by and between Integra LifeSciences Holdings Corporation, a Delaware
Corporation, and Robert D. Paltridge ("Executive").

                                   Background

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

         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 $250,000 per
                  year ("Base Salary"), payable in periodic installments in
                  accordance with 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 Base Salary shall become the "Base
                  Salary."

            (b)   "Board" shall mean the Board of Directors of 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;

<PAGE>


              (3) demonstrated his personal dishonesty in connection with his
                  employment by 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) has been convicted or has 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 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 Company, any trustee or other fiduciary holding
                  securities under any employee benefit plan of Company or an
                  affiliate thereof, or any corporation owned, directly or
                  indirectly, by the stockholders of Company in substantially
                  the same proportions as their ownership of stock of Company
                  (for purposes of this Agreement, "Company Voting Securities"
                  shall mean the then outstanding voting securities of Company
                  entitled to vote generally in the election of directors);
                  provided, however, that any acquisition from 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 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

                                       2
<PAGE>

                  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 consents by or on behalf of a
                  Person other than the Board; or

              (3) upon consummation by Company of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of 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 Company or all or substantially all of
                  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 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 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 Company of a complete
                  liquidation or dissolution of Company.

            (e)   "Code" shall mean the Internal Revenue Code of 1986, as
                  amended.

                                       3
<PAGE>


            (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 Company which is
                  not cured by 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 the 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) Company fails to obtain the assumption of this Agreement
                  by any successor to Company; or

                    (4) during the one-year period following a Change in
                  Control, the Company, without Executive's express written
                  consent: (i) reduces Executive's base salary, bonus
                  opportunity (if applicable) or the aggregate fringe benefits
                  provided to Executive; or (ii) substantially alters the
                  Executive's authority and/or title or otherwise diminishes the
                  nature or status of Executive's responsibilities in a manner
                  reasonably construed to constitute a demotion.

            (i)   "Retirement" shall mean the termination of Executive's
                  employment with Company in accordance with the retirement
                  policies, including early retirement policies, generally
                  applicable to Company's salaried employees.

            (j)   "Termination Date" shall mean the date specified in the
                  Termination Notice.

            (k)   "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

                                       4
<PAGE>

                  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 May 31, 2007,
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 of this Agreement 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 of this Agreement, 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 of this Agreement, the Company shall have the right to terminate Executive
from employment with the Company at any time during the term of this Agreement
for Cause, by written notice to Executive, specifying the particulars of the
conduct of Executive forming the basis for such termination.

                (iii) From and after the date of a Change in Control during the
term of this Agreement: (x) the Company shall have the right to terminate
Executive's employment without Cause, at any time; and (y) Executive shall, upon
the occurrence of such a termination by the Company without Cause, or upon the
voluntary termination of Executive's employment by Executive for Good Reason, be
entitled to receive the benefits provided in Section 4 hereof. Executive shall
evidence a voluntary termination for Good Reason by written notice to the
Company given 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. Such notice need only identify Executive and set forth in
reasonable detail the facts and circumstances claimed by Executive to constitute
Good Reason. Any notice give by Executive pursuant to this Section 3 shall be
effective five business days after the date it is given by Executive.

                                       5
<PAGE>



         4. Payments Upon Termination of Employment.

           (a) Termination with Salary Continuation . 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 Company for a reason
other than Retirement, Disability, death or Cause, then Company shall:

                (i) pay Executive a severance amount equal to Executive's 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, at no cost to Executive,
for a period ending at the earliest of (i) the end of the twelfth month after
the Termination Date and (ii) Executive's death, continued participation in all
group insurance, life insurance, health and accident, disability, and other
employee benefit plans in which Executive would have been entitled to
participate had his employment with Company continued throughout such period,
provided that such participation is not prohibited by the terms of the plan or
by Company for legal reasons.

                (iii) 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 the amount payable to Executive shall be limited to the Reduced Amount,
then Executive shall have the right, in Executive's sole discretion, to
designate those payments or benefits under this Agreement, any Other Agreements,
and/or any Benefit Plans, that should be reduced or eliminated so as to avoid
having the payment to Executive under this Agreement be subject to the Excise
Tax.

                (iv) Notwithstanding any other provision in this Agreement to
the contrary, any payments that would constitute deferred compensation for

                                       6
<PAGE>

purposes of (and subject to) Section 409A of the Code shall be deferred for a
period of six months following Executive's separation from service with the
Company.

            (b)   Other Termination. In the event 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 of this Agreement 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 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
                  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 Company; (V) seek to contract

                                       7
<PAGE>

                  with or engage (in such a way as to adversely affect or
                  interfere with the business of Company) any person or entity
                  who has been contracted with or engaged to manufacture,
                  assemble, supply or deliver products, goods, materials or
                  services to Company; or (VI) engage in or participate in any
                  effort or act to induce any of the customers, associates,
                  consultants, or employees of Company to take any action which
                  might be disadvantageous to 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 Company and shall not, at any time
                  during or after his employment by 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 Company
                  obtained or acquired by him while so employed. All computer
                  software, business cards, telephone lists, customer lists,
                  price lists, contract forms, catalogs, Company books, records,
                  files and know-how acquired while an employee of Company are
                  acknowledged to be the property of Company and shall not be
                  duplicated, removed from Company's possession or premises or
                  made use of other than in pursuit of Company's business or as
                  may otherwise be required by law or any legal process, or as
                  is necessary in connection with any adversarial proceeding
                  against Company and, upon termination of employment for any
                  reason, Executive shall deliver to 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 Company all ideas, discoveries and inventions
                  which are or may be useful to 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 Company heretofore or
                  hereafter gained by him at any time during his employment with
                  Company are the property of Company, and Executive hereby
                  irrevocably assigns all such ideas, discoveries, inventions
                  and improvements to Company for its sole use and benefit,

                                       8
<PAGE>

                  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
                  Company's business interests (including potential business
                  interests), and whether or not within the specific realm of
                  his duties. Executive shall, upon request of Company, but at
                  no expense to Executive, at any time during or after his
                  employment with Company, sign all instruments and documents
                  reasonably requested by Company and otherwise cooperate with
                  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 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
                  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.

         6. Condition to Payment. Executive's receipt of the compensation
benefits set forth herein are expressly conditioned upon the individual'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 the Executive or otherwise arising.

                                       9
<PAGE>


         9. Limitation on Obligations of 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 my or the Company's option, with or without notice.

         10. Executive Duties. 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. The provisions of this Section 10 shall not apply to any termination
(voluntary or involuntary) of the employment of Executive pursuant to Section
4(a) hereof.

         11. Withholding. 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. Company may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any entity to which 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 Company hereunder as
fully as if it had been originally made a party hereto. 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 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 as soon as practicable
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 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
                  Company's behalf.

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<PAGE>


            (b)   Nature of Obligations. Nothing contained herein shall create
                  or require 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
                  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 Executive Retirement Income
                  Security Act of 1974, this Agreement is intended to be a
                  severance pay Executive welfare benefit plan, and not an
                  Executive pension plan, and shall be construed and
                  administered with that intention.

            (d)   Prior Employment. Executive represents and warrants that his
                  acceptance of employment with Company has not breached, and
                  the performance of his duties hereunder 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.

            (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

                                       11
<PAGE>

                  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 the Executive:

                       Robert D. Paltridge
                       35 Crescent Place
                       Matawan, NJ 07747

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


INTEGRA LIFESCIENCES                                     EXECUTIVE
HOLDINGS CORPORATION


By: /s/ Stuart M.Essig                                   /s/ Robert D. Paltridge
    -------------------                                  -----------------------
Its:  President and Chief Executive Officer

Date: April 7, 2006                                      Date: February 27, 2006

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</DOCUMENT>
