Item 1.01 Entry into a Material Definitive Agreement.

NON-EMPLOYEE DIRECTOR COMPENSATION

On December 13, 2012, the Board of Directors of Integra LifeSciences Holdings Corporation (the "Company") approved the following changes to the compensation of non-employee members of the Board of Directors, effective as of the 2013 Annual Meeting of Stockholders of the Company:

• the annual equity award will have a fair market value of $125,000 on the date of grant for each non-employee member of the Board of Directors (or $175,000 for the Chairman of the Board) in the form of restricted stock, and will no longer be the same fixed number of shares each year;

• non-employee members of the Board of Directors will no longer be able to choose to receive the annual cash retainer (which will remain unchanged at $75,000) or the annual equity award in the form of stock options; and

• the Company will pay separate annual cash fees, payable quarterly in arrears in accordance with the same payment timetable that is used for paying the annual retainer fee, as follows: $7,500 for the Nominating and Corporate Governance Committee Chair, $15,000 for the Compensation Committee Chair, $15,000 for the Audit Committee Chair and $25,000 for the Chairman of the Board. The separate annual cash fee of $25,000 for the Presiding Director will remain unchanged.

A description of the compensation of non-employee directors of the Company, including the changes described above, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

---

Top of the Form