INTEGRA LIFESCIENCES HOLDINGS CORP
10-45
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10-45form10k031406.txt
<DESCRIPTION>10-45
<TEXT>
                           PERFORMANCE STOCK AGREEMENT

         THIS PERFORMANCE STOCK AGREEMENT (the "Award Agreement"), dated as of
January 10, 2006 (the "Award Date"), is made by and between Integra LifeSciences
Holdings Corporation, a Delaware corporation (the "Company"), and Maureen B.
Bellantoni, an employee of the Company (or one or more of its Related
Corporations or Affiliates), hereinafter referred to as the "Participant":

         WHEREAS, the Company maintains the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan, as amended (the "Plan") and wishes to
carry out the Plan, the terms of which are hereby incorporated by reference and
made part of this Award Agreement; and

         NOW, THEREFORE, in consideration of the various covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

                                   ARTICLE I.
                                  DEFINITIONS

         Capitalized terms not otherwise defined below shall have the meaning
set forth in the Plan. The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.

         Section 1.1 Employment Agreement. "Employment Agreement" shall mean the
Participant's employment agreement with the Company, dated January 10, 2006.

         Section 1.2 Performance Goals. "Performance Goals" shall mean the
specific goal or goals determined by the Committee, as specified in Exhibit B.

         Section 1.3 Performance Period. "Performance Period" shall mean the
period of time that the Performance Goals must be met, as specified in Exhibit
B.

         Section 1.4 Performance Stock. "Performance Stock" shall mean 10,000
Shares that will be issued to the Participant under this Award Agreement if the
Performance Goals or such other criteria described hereunder are met during the
Performance Period.

         Section 1.5 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time.

         Section 1.6 Secretary. "Secretary" shall mean the Secretary of the
Company.

         Section 1.7 Termination of Service. "Termination of Service" shall mean
the time when the Participant ceases to provide services to the Company and its
Related Corporations and Affiliates as an employee or Associate for any reason
with or without cause, including, but not by way of limitation, a termination by
resignation, discharge, death, or Disability. A Termination of Service shall not
include a termination where the Participant is simultaneously reemployed by, or
remains employed by, or continues to provide services to, the Company and/or one
or more of its Related Corporations and Affiliates or a successor entity
thereto.


<PAGE>

                                  ARTICLE II.
                           AWARD OF PERFORMANCE STOCK

         Section 2.1 Award of Performance Stock. As of the Award Date, the
Company issues to the Participant the right to receive after the end of the
Performance Period (or such earlier date as provided in Section 3.2 of this
Award Agreement) the Performance Stock if the Performance Goals and the other
conditions set forth in this Award Agreement are met. If the Performance Goals
are satisfied, the Company shall cause the Performance Stock to be issued in the
name of the Participant as described under Section 3.3 of this Award Agreement.
As a further condition to the Company's obligations under this Award Agreement,
the Participant's spouse, if any, shall execute and deliver to the Company the
Consent of Spouse attached hereto as Exhibit A.

         Section 2.2 Forfeiture; Anti-Assignment. The right to receive the
Performance Stock shall be subject to forfeiture as provided in Section 3.1 of
this Award Agreement, and the Participant shall have no right to sell, assign,
transfer, pledge, or otherwise encumber or dispose of the Participant's right to
receive the Performance Stock.

         Section 2.3 Dividend Equivalents. Prior to the end of the Performance
Period, the Participant shall have the right to receive an amount equal to all
dividends or other distributions paid or made with respect to the Shares
underlying the Performance Stock as though the Performance Stock had been issued
as of the Award Date. Payment shall be made at the same time as the payment of
dividends on its Shares are made to the Company's stockholders.

         Section 2.4 Voting Rights. Prior to the issuance of the Performance
Stock, the Participant shall have no voting rights with respect to any Shares
represented by the Performance Stock.

                                  ARTICLE III.
                                 RESTRICTIONS

         Section 3.1 Forfeiture. If the Performance Goals are not met by the end
of the Performance Period, the Participant shall forfeit the Performance Stock
and shall have no right to receive any Shares represented by the Performance
Stock. If the Participant has a Termination of Service for any reason prior to
the end of the Performance Period, the Participant's rights to receive any
Shares represented by the Performance Stock shall immediately terminate on the
date of such Termination of Service.

         Section 3.2 Acceleration of Issuance of Performance Stock. If a Change
in Control occurs prior to the end of the Performance Period, the Shares
represented by the Performance Stock shall be issued to the Participant upon the
Change in Control.

         Section 3.3 Issuance of Shares. As soon as practicable after (i) the
end of the Performance Period, and subject to a determination of the Committee
that the applicable Performance Goals have been met, or (ii) an acceleration
event occurs prior to the end of the Performance Period as described in Section
3.2 of this Award Agreement, the Company shall issue certificates evidencing the
Shares represented by the Performance Stock and deliver such certificates to the
Participant or his legal representative, free from any restrictions; provided,

                                      -2-
<PAGE>

however, such Shares shall be subject to any such restrictions and conditions as
required pursuant to Section 4.5 of the Award Agreement and those that the
Company imposes on its employees in general with respect to selling its Shares.
Notwithstanding the foregoing, no such new certificate shall be delivered to the
Participant or his legal representative unless and until the Participant or his
legal representative shall have satisfied the full amount of all federal, state
and local withholding or other employment taxes applicable to the taxable income
of the Participant resulting from the issuance of the Shares as provided in this
Award Agreement.

                                  ARTICLE IV.
                                 MISCELLANEOUS

         Section 4.1 No Additional Rights. Nothing in this Award Agreement or in
the Plan shall confer upon any person any right to a position as an Associate or
continued employment by the Company or any of its Related Corporations or
Affiliates or affect in any way the right of any of the foregoing to terminate
the services of an individual at any time.

         Section 4.2 Tax Withholding. On the date that the Shares represented by
the Performance Stock become issuable, the Company shall notify the Participant
of the amount of tax which must be withheld by the Company under all applicable
federal, state and local tax laws. Subject to any applicable legal conditions or
restrictions, the Company shall withhold from the shares of Performance Stock a
number of whole Shares having a fair market value, determined as of the date the
Shares are issued, not in excess of the minimum of tax required to be withheld
by law.

         Section 4.3 Notices. Any notice to be given under the terms of this
Award Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Participant shall be addressed to
him at the address given beneath his signature hereto. By a notice given
pursuant to this Section 4.3, either party may hereafter designate a different
address for notices to be given to it or him. Any notice which is required to be
given to the Participant shall, if the Participant is then deceased, be given to
the Participant's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 4.3. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.

         Section 4.4 Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this Award
Agreement.

         Section 4.5 Conformity to Securities Laws. This Award Agreement is
intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the contrary,
this Award Agreement shall be administered, and the Performance Stock shall be
issued, only in such a manner as to conform to such laws, rules and regulations.
To the extent permitted by applicable law, this Award Agreement and the
Performance Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

                                      -3-
<PAGE>


         Section 4.6 Amendment. This Award Agreement may be amended only by a
writing executed by the parties hereto which specifically states that it is
amending this Award Agreement.

         Section 4.7 Governing Law. The laws of the State of Delaware shall
govern the interpretation, validity, administration, enforcement and performance
of the terms of this Award Agreement regardless of the law that might be applied
under principles of conflicts of laws.













                       This Space Left Intentionally Blank



                                      -4-


<PAGE>






         IN WITNESS HEREOF, this Award Agreement has been executed and delivered
by the parties hereto.

                                                         INTEGRA LIFESCIENCES
THE PARTICIPANT                                          HOLDINGS CORPORATION


/s/ Maureen B. Bellantoni                                By: /s/Stuart M. Essig
-------------------------                                -----------------------
Maureen B. Bellantoni                                    Name: Stuart M. Essig
                                                         Title: President and
2332 Fawn Lake Circle                                    Chief Executive Officer
Naperville, IL  60564
-------------------------
Address



                                      -5-
<PAGE>



                                     EXHIBIT A

                                CONSENT OF SPOUSE


         I, ____________________, spouse of _________________, have read and
approve the foregoing Award Agreement. In consideration of granting of the right
to my spouse to receive shares of Integra LifeSciences Holdings Corporation as
set forth in the Award Agreement if the Performance Goals are met, I hereby
appoint my spouse as my attorney-in-fact in respect to the exercise of any
rights under the Award Agreement and agree to be bound by the provisions of the
Award Agreement insofar as I may have any rights in said Award Agreement or any
shares issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Award Agreement.

Dated: _______________, ______



                                      ----------------------------------
                                      Name:


                                      A-1
<PAGE>



                                     EXHIBIT B

                    PERFORMANCE GOALS AND PERFORMANCE PERIOD


The Performance Period shall be the three-year period beginning January 1, 2006
and ending December 31, 2008.

The Performance Goal is that consolidated Company sales in any calendar year
during the Performance Period shall be greater than consolidated sales in
calendar year 2005.


                                      B-1
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