Edgar Filing: GREATBATCH, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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GREATBATCH, INC.
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GREATBATCH, INC.
10000 WEHRLE DRIVE
CLARENCE, NEW YORK 14031

April 23, 2008

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Greatbatch, Inc. which will be held on Tuesday, May 20, 2008 at 10:00 a.m. at
The Mansion on Delaware Avenue, 414 Delaware Avenue, Buffalo, New York 14202.

Details of the business to be conducted at the Annual Meeting are given in the
enclosed Notice of Annual Meeting and Proxy Statement. Included with the Proxy
Statement is a copy of the company's 2007 Annual Report and 2007 Form 10-K. We
encourage you to read these documents. They include information on the company's
operations, markets and products, as well as the company's audited financial
statements.

Whether or not you attend the Annual Meeting, it is important that your shares
be represented and voted. To make it easier for you to vote, we are offering
Internet and telephone voting. The instructions included on your proxy card
describe how to vote using these services. Of course, if you prefer, you can
vote by mail by completing and signing your proxy card, and returning it in the
enclosed postage-paid envelope provided.

We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Bill R. Sanford

Bill R. Sanford
Chairman of the Board

/s/ Thomas J. Hook

Thomas J. Hook
President & Chief Executive Officer

GREATBATCH, INC.
10000 WEHRLE DRIVE
CLARENCE, NEW YORK 14031

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 20, 2008

THE GREATBATCH, INC. 2008 PROXY STATEMENT, 2007 ANNUAL REPORT AND
2007 FORM 10-K ARE ALSO AVAILABLE AT
http://phx.corporate-ir.net/phoenix.zhtml?c=122233&p=irol-proxy

To the Stockholders of Greatbatch, Inc.:

The Annual Meeting of the Stockholders of Greatbatch, Inc. will be held at The
Mansion on Delaware Avenue, 414 Delaware Avenue, Buffalo, New York 14202, on
Tuesday, May 20, 2008 at 10:00 a.m. for the following purposes:

1. To elect nine directors;

2. To ratify the appointment of Deloitte & Touche LLP as the independent
registered public accounting firm for Greatbatch, Inc. for fiscal year
2008; and

3. To consider and act upon other matters that may properly come before the
Annual Meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on April 4, 2008 as the
record date for determining the stockholders who have the right to notice of and
to vote at the Annual Meeting.

By Order of the Board of Directors,

/s/ Timothy G. McEvoy

Timothy G. McEvoy
Vice President, General Counsel & Secretary

Clarence, New York
April 23, 2008

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
YOU CAN VOTE YOUR SHARES BY PROXY BY USING ONE OF THE FOLLOWING METHODS: MARK,
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID
ENVELOPE FURNISHED FOR THAT PURPOSE, OR VOTE BY TELEPHONE OR THE INTERNET USING
THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY PROXY MAY BE REVOKED IN THE
MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME PRIOR TO ITS
EXERCISE AT THE ANNUAL MEETING OF STOCKHOLDERS. ANY STOCKHOLDER PRESENT AT THE
MEETING MAY WITHDRAW HIS OR HER PROXY AND VOTE PERSONALLY ON ANY MATTER PROPERLY
BROUGHT BEFORE THE MEETING.

GREATBATCH, INC.
10000 WEHRLE DRIVE
CLARENCE, NEW YORK 14031

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PROXY STATEMENT

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TABLE OF CONTENTS

Contents Page
-------- ----

Introduction 2

Voting Rights 2

Principal Beneficial Owners of Shares 3

Company Proposals 4
Proposal 1 - Election of Directors 4
Proposal 2 - Ratification of the Appointment of
Independent Registered Public Accounting Firm 5

Stock Ownership by Directors and Executive Officers 6
Section 16(a) Beneficial Ownership Reporting Requirements 8

Executive Compensation - Compensation Discussion and Analysis 8
Overview 8
Compensation Committee Practices and Procedures 9
Competitive Market Review 9
Base Salary 10
Annual Cash Incentives 11
Long-Term Equity Awards 12
Retirement and Change in Control Agreements 15
Other Personal Benefits 17
Employment Agreements 18
Compensation and Organization Committee Report 18

Compensation Tables 19
Summary Compensation Table 19
2007 Grants of Plan-Based Awards 20
Outstanding Equity Awards at 2007 Fiscal Year-End 21
2007 Option Exercises and Stock Vested 24

Corporate Governance and Board Matters 24
Board Independence 24
Meetings and Committees of the Board 25
Executive Sessions of the Board 26
Communications with the Board 26
Compensation and Organization Committee Interlocks and Insider Participation 26
Director Compensation 26
Related Person Transactions 28
Audit Committee Report 28

Stockholder Proposals 29

Other Matters 29

PROXY STATEMENT

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Greatbatch, Inc. (the "Company") of proxies in the
accompanying form for use at the 2008 Annual Meeting of Stockholders or any
adjournment or adjournments thereof. The Company will bear the expense of
preparing, printing and mailing this proxy statement and the proxies solicited
hereby.

The Annual Meeting of Stockholders of the Company will be held at 10:00 a.m. on
May 20, 2008 at The Mansion on Delaware Avenue, 414 Delaware Avenue, Buffalo,
New York 14202. The Company's mailing address is 10000 Wehrle Drive, Clarence,
New York 14031, and its telephone number is (716) 759-5600.

This Proxy Statement and the accompanying form of proxy are first being sent to
stockholders of record on or about April 23, 2008. A copy of the Company's 2007
Annual Report and 2007 Form 10-K, including financial statements, has either
previously been delivered or accompanies this Proxy Statement, but is not part
of the proxy solicitation materials.

VOTING RIGHTS

Stockholders of record at 5:00 p.m., Eastern Standard Time, on April 4, 2008 are
entitled to vote at the Annual Meeting. At that time, the Company had
outstanding 22,867,829 shares of common stock, $0.001 par value per share
("Common Stock"). Each share of Common Stock is entitled to one vote. An
individual who has a beneficial interest in shares allocated to the Company
stock fund account under the Greatbatch, Inc. 401(k) Retirement Plan (the
"401(k) Plan") is entitled to vote the Common Stock allocated to that account.

Shares may not be voted at the meeting unless the owner is present or
represented by proxy. A stockholder can be represented through the return of a
physical proxy or by utilizing the telephone or Internet voting procedures. An
individual with a beneficial interest in the 401(k) Plan may give directions to
the trustee of the 401(k) Plan, or its designated representative, as to how the
allocated shares should be voted by returning the proxy card or using the
telephone or Internet voting methods. The telephone and Internet voting
procedures are designed to authenticate stockholders by use of a control number
and allow stockholders to confirm that their instructions have been properly
recorded. The method by which you vote will in no way limit your right to vote
at the Annual Meeting if you later decide to attend in person. A stockholder
giving a proxy may revoke it at any time before it is exercised by giving
written notice of such revocation or by delivering a later dated proxy, in
either case, to Timothy G. McEvoy, the Company's Secretary, at the Company's
mailing address set forth above, or by the vote of the stockholder in person at
the Annual Meeting.

Proxies will be voted in accordance with the stockholder's direction, if any.
Unless otherwise directed, proxies will be voted in favor of the election as
directors of the persons named under the caption "NOMINEES FOR DIRECTOR" and in
favor of ratifying the appointment of Deloitte & Touche LLP ("Deloitte &
Touche") as the independent registered public accounting firm of the Company for
fiscal year 2008.

The presence in person or by proxy of the holders of a majority of the
outstanding Common Stock will constitute a quorum for the transaction of
business at the meeting. Broker non-votes, abstentions and directions to
withhold authority will be counted as being present or represented at the
meeting for purposes of establishing a quorum.

The vote of a plurality of the shares of Common Stock present or represented at
the meeting is required for the election of directors, assuming a quorum is
present or represented at the meeting.

The vote of a majority of the votes cast at the meeting is required to ratify
the appointment of Deloitte & Touche as the independent registered public
accounting firm of the Company for fiscal year 2008, assuming a quorum is
present or represented at the meeting. In determining whether the proposal has
received the requisite number of affirmative votes, an abstention with respect
to the ratification of Deloitte & Touche as the independent registered public
accounting firm of the Company will be counted and will have the same effect as
a vote against. Broker non-votes will not constitute votes cast for purposes of
determining, and therefore will have no effect on, the outcome of the vote for
the ratification of Deloitte & Touche as the independent registered public
accounting firm of the Company.

Principal Beneficial Owners of Shares

The following table sets forth certain information with respect to all persons
known to the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock as of April 4, 2008.

Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
---------------- ------------------ --------

FMR LLC, Fidelity Management & Research Company,
Edward C. Johnson 3d and Magellan Fund(1)........................... 2,181,700 9.4%
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors LP(2)........................................ 1,409,014 6.1%
1299 Ocean Avenue
Santa Monica, CA 90401
Capital Research Global Investors(3)................................... 1,395,600 6.0%
333 South Hope Street
Los Angeles, CA 90071
Franklin Resources, Inc.(4)........................................... 1,209,844 5.2%
One Franklin Parkway
San Mateo, CA 94403

(1) FMR LLC ("FMR"), Fidelity Management & Research Company, ("Fidelity"),
Edward C. Johnson 3d ("Johnson"), and Magellan Fund filed a Schedule 13G/A
dated February 14, 2008. The beneficial ownership information presented
and the remainder of the information contained in this footnote is based
solely on the Schedule 13G/A. Fidelity, a wholly-owned subsidiary of FMR
and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940 (the "Advisers Act"), is the beneficial owner of
2,181,700 shares of the Company's Common Stock as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940 ("ICA"). The ownership of
one investment company, Magellan Fund, amounted to 2,181,700 shares of the
Company's Common Stock. Johnson and FMR, through its control of Fidelity,
and the Fidelity funds each has sole power to dispose of 2,181,700 of
these shares. Neither FMR nor Johnson has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity funds. Through
their ownership of voting common stock and the execution of a
shareholders' voting agreement, members of the Johnson family may be
deemed, under the ICA, to form a controlling group with respect to FMR.

(2) Dimensional Fund Advisors LP ("Dimensional") filed a Schedule 13G/A dated
February 6, 2008. The beneficial ownership information presented and the
remainder of the information contained in this footnote is based solely on
the Schedule 13G/A. Dimensional is an investment advisor registered under
Section 203 of the Advisers Act, furnishes investment advice to four
investment companies registered under the ICA, and serves as investment
manager to certain other commingled group trusts and separate accounts
(the "Funds"). In its role as investment advisor or manager, Dimensional
possesses investment and/or voting power over the securities of the
Company that are owned by the Funds, and may be deemed to be the
beneficial owner of the shares of the Company held by the Funds. However,
all securities reported are owned by the Funds.

(3) Capital Research Global Investors ("CRGI"), a division of Capital Research
and Management Company filed a Schedule 13G on February 12, 2008. The
beneficial ownership information presented and the remainder of the
information contained in this footnote is based solely on the Schedule
13G. CRGI is an investment adviser deemed to be the beneficial owner of
1,395,600 shares of the Company's Common Stock as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the ICA. In its filing, CRGI disclaims beneficial ownership
pursuant to Rule 13d-4.

(4) Franklin Resources, Inc. filed a Schedule 13G/A dated February 4, 2008.
The beneficial ownership information presented is based solely on the
Schedule 13G/A. The reported securities are owned by one or more open- or
closed-end investment companies or other managed accounts that are
investment management clients of investment managers that are direct and
indirect subsidiaries of Franklin Resources, Inc.

COMPANY PROPOSALS

Proposal 1 - Election of Directors

Shares represented by properly executed proxies will be voted, unless such
authority is withheld, for the election as directors of the Company of the
following nine persons recommended by the Board of Directors (the "Board"), to
hold office until the 2009 Annual Meeting of Stockholders and until their
successors have been elected and qualified. Each of the nominees listed below
was elected at the 2007 Annual Meeting of Stockholders, except for Mr. Melia,
who was appointed as a director effective August 6, 2007 and Dr. Wisniewski who
was appointed as a director effective March 3, 2008.

If any nominee for any reason should become unavailable for election or if a
vacancy should occur before the election (which events are not expected), it is
intended that the shares represented by the proxies will be voted for such other
person, if any, as the Corporate Governance and Nominating Committee shall
designate. Information regarding the nominees standing for election as directors
is set forth below:

Nominees for Director

Pamela G. Bailey is 59, is a member and Chair of the Corporate Governance and
Nominating Committee, a member of the Science and Technology Development
Committee, and has been a director since 2002.

Ms. Bailey has been President and Chief Executive Officer of the Personal Care
Products Council, a Washington, D.C. based trade association that represents the
personal care products industry globally, since April 2005. She served as
President and Chief Executive Officer of AdvaMed, the world's largest
association representing the medical technology industry, from June 1999 to
April 2005. From 1970 to 1999, Ms. Bailey served in the White House, the
Department of Health and Human Services and other public and private
organizations with responsibilities for health care public policy. She is a
director of MedCath Corporation, a national provider of cardiovascular services,
and a member of the board of trustees of Franklin and Marshall College.

Thomas J. Hook is 45, is a member of the Science and Technology Development
Committee, and has been a director since 2006.

Mr. Hook is the Company's President and Chief Executive Officer. Prior to August
2006, he was the Company's Chief Operating Officer, a position he held upon
joining the Company in September 2004. From August 2002 until September 2004,
Mr. Hook was employed by CTI Molecular Imaging where he had served as President,
CTI Solutions Group. From March 2000 to July 2002, he was General Manager,
Functional and Molecular Imaging for General Electric Medical Systems. From 1997
to 2000, Mr. Hook worked for the Van Owen Group Acquisition Company and prior to
that, Duracell, Inc. He is a director of Central Radiopharmaceuticals, Inc. and
serves on the audit committee of that board, Intelect Medical, Inc. and the
Buffalo-Niagara Partnership. Mr. Hook is also a member of the board of trustees
of St. Bonaventure University.

Kevin C. Melia is 60, is a member of the Science and Technology Development
Committee, a member of the Audit Committee, and has been a director since 2007.

Mr. Melia is the Non-Executive Chairman of IONA Technologies PLC, a leading
middleware software company, a position he has held since 2003. From 2003 until
November of 2007, he also was the Non-Executive Chairman of A.Net (formerly
Lightbridge Inc.), an e-payment company. Mr. Melia was the co-founder, Chairman
and Chief Executive Officer of Manufacturers' Services Ltd. ("MSL") from June
1994 to January 2003, a leading company in the electronics manufacturing
services Industry. Prior to establishing MSL, he held a number of senior
executive positions over a five-year period at Sun Microsystems. Mr. Melia also
held a number of senior executive positions in operations and finance over a
sixteen-year career at Digital Equipment Corporation. He is a director of
RadiSys Corporation, a provider of embedded advanced solutions for the
communications networking and commercial systems markets. Mr. Melia also is a
joint managing director of Boulder Brook Partners LLC, a private investment
company and a member of the board of directors of C&S Wholesale Grocers.

Dr. Joseph A. Miller, Jr. is 66, is a member and Chair of the Science and
Technology Development Committee, a member of the Corporate Governance and
Nominating Committee, and has been a director since 2003.

Dr. Miller is Executive Vice President and Chief Technology Officer for Corning,
Inc. Before joining Corning in 2002, he served as Senior Vice President of E.I.
DuPont de Nemours from 1999 to 2001 and held various executive positions with
that company prior to that time. Dr. Miller also serves on the board of
directors of Dow Corning Corporation and serves on the corporate responsibility
committee of that board.

Bill R. Sanford is 64, is Chairman of the Board, is a member of the Corporate
Governance and Nominating Committee, and has been a director since 2000.

Mr. Sanford is the Chairman of Symark LLC, a technology commercialization and
business development company he founded in 1979. He is Executive Founder and
retired Chairman and Chief Executive Officer of STERIS Corporation, a global
provider of infection and contamination prevention systems, products, services
and technologies. Mr. Sanford serves on the board of directors of KeyCorp and on
the risk management and nominating and corporate governance committees of that
board. He is also a director of several early stage private technology companies
and not-for-profit organizations.

Peter H. Soderberg is 61, is a member of the Corporate Governance and Nominating
Committee, a member of the Compensation and Organization Committee, and has been
a director since 2002.

Mr. Soderberg is President and Chief Executive Officer of Hillenbrand
Industries, Inc. and Hill-Rom Company, Inc. From January 2000 to March 2006, he
was President and Chief Executive Officer of Welch Allyn, Inc., and prior to
that, Chief Operating Officer of Welch Allyn's medical products business. Mr.
Soderberg serves on the board of directors of Hillenbrand Industries, Inc.,
Constellation Brands, Inc. and AdvaMed.

William B. Summers, Jr. is 57, is a member and Chair of the Compensation and
Organization Committee, a member of the Audit Committee, and has been a director
since 2001.

Mr. Summers retired in June 2006 as Chairman of McDonald Investments, Inc., a
position he had held since 1998. He also held the additional positions of
President (from 1989 through 1998) and Chief Executive Officer (from 1994
through 1998) of that investment company. Mr. Summers serves on the board of
directors of RPM, Inc. and is a member of its audit and executive committees,
and on the board of directors of Developers Diversified Realty, Inc. and is a
member of its audit, compensation and pricing committees. He also serves on the
advisory boards of Molded Fiberglass Companies, Dix & Eaton and MAI Wealth
Advisors LLC. Mr. Summers also serves on the board of directors of The Rock and
Roll Hall of Fame and Museum, Baldwin-Wallace College and United Way of Greater
Cleveland.

John P. Wareham is 66, is a member of the Science and Technology Development
Committee, a member of the Audit Committee, and has been a director since 2004.

Mr. Wareham retired as Beckman Coulter, Inc.'s Chairman in April 2005 and as its
Chief Executive Officer in February 2005 after having held a number of positions
with the company beginning in 1984. Mr. Wareham is currently the Non-Executive
Chairman of STERIS Corporation and serves on the compensation committee of that
board. He also serves on the board of ResMed Corporation and its audit and
governance committees and on the board of Accuray Incorporated.

Dr. Helena S. Wisniewski is 58, is a member of the Science and Technology
Development Committee, a member of the Corporate Governance and Nominating
Committee, and has been a director since 2008.

Dr. Wisniewski is Vice President, Research and Enterprise Development at the
Stevens Institute of Technology, a position she has held since 2004. She also is
Chief Executive Officer of Castle Point Holdings, a company that invests in
technology companies. Prior to joining the Stevens Institute, Dr. Wisniewski was
Chief Executive Officer and Chairman of Aurora Biometrics, a company she founded
in 2000. Before that, she was a senior executive at Lockheed Corporation and a
Vice President of Titan Corporation. Dr. Wisniewski is Chairman of Attila
Technologies, LLC, a company that provides continuous broadband on-demand
communication, and a director of several other technology companies. She
recently was appointed by the Secretary of the Navy to the Naval Research
Advisory Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 2 - Ratification of the Appointment of Independent Registered Public
Accounting Firm

On recommendation of the Audit Committee, the accounting firm of Deloitte &
Touche has been appointed by the Board as the Company's independent registered
public accounting firm for fiscal year 2008, a capacity in which it has served
since 2000. Although stockholder approval of the selection of the independent
registered public accounting firm is not required by law, the Company has
determined that it is desirable to request that the stockholders ratify
appointment of Deloitte & Touche as the Company's independent registered public
accounting firm for fiscal year 2008. In the event the stockholders fail to
ratify the appointment, the Board will reconsider this appointment and make such
a determination as it believes to be in the Company's and its stockholders' best
interests. Even if the appointment is ratified, the Board, in its discretion,
may direct the appointment of a different independent registered public
accounting firm at any time during the year if the Board determines that such a
change would be in the Company's and its stockholders' best interests.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting. The representatives may, if they wish, make a statement and, it is
expected, will be available to respond to appropriate questions.

Audit Fees. The following table sets forth the aggregate fees billed by Deloitte
& Touche for services provided to the Company during fiscal years 2007 and 2006:

2007 2006
----------- -----------
Audit Fees(1) $ 981,000 $ 626,600
Audit-Related Fees(2) 18,900 3,500
----------- -----------
Total Audit and Audit-Related Fees 999,900 630,100
Tax Fees(3) 24,800 95,900
All Other Fees(4) 2,100 --
----------- -----------
Total Fees $ 1,026,800 $ 726,000
=========== ===========

(1) The amounts indicated represent fees billed by Deloitte & Touche for
services rendered for the audit of the Company's annual consolidated
financial statements and for its review of the Company's quarterly
condensed consolidated financial statements.
(2) The amounts indicated represent fees billed by Deloitte & Touche for
audit-related services, including services related to review of Securities
and Exchange Commission comment letters and registration statements.
(3) The amounts indicated represent fees billed by Deloitte & Touche for tax
compliance, planning and consulting.
(4) The amounts indicated represent fees billed by Deloitte & Touche for due
diligence services.

Audit Committee Pre-Approval Policy on Audit and Non-Audit Services. As
described in the Charter of the Audit Committee (Section III.10), the Audit
Committee must review and pre-approve both audit and non-audit services to be
provided by the Company's independent registered public accounting firm (other
than with respect to de minimis exceptions permitted by Regulation S-X, Rule
2-01(c)(7)(i)(c)). This duty may be delegated to one or more designated members
of the Audit Committee with any such pre-approval reported to the Audit
Committee at its next regularly scheduled meeting. None of the services
described above provided by Deloitte & Touche were approved by the Audit
Committee under the de minimis exception provided under Securities and Exchange
Commission Regulation S-X, Rule 2-01(c)(7)(i)(c).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

Direct and indirect ownership of Common Stock by each of the directors, each of
the executive officers who are named in the Summary Compensation Table (the
"Named Executive Officers"), and by all directors and executive officers as a
group is set forth in the following table as of April 4, 2008, together with the
percentage of total shares outstanding represented by such ownership. (For
purposes of this table, beneficial ownership has been determined in accordance
with the provisions of Rule 13d-3 under the Exchange Act, under which, in
general, a person is deemed to be the beneficial owner of a security if he or
she has or shares the power to vote or to direct the voting of the security or
the power to dispose or to direct the disposition of the security, or if he or
she has the right to acquire the beneficial ownership of the security within 60
days.)

Name of Beneficial Owner Number of Shares Percent of Class

Pamela G. Bailey(1)......................................... 32,624 *
Thomas J. Hook(2)........................................... 178,257 *
Kevin C. Melia(3)........................................... 5,594 *
Dr. Joseph A. Miller, Jr.(4)................................ 25,508 *
Bill R. Sanford(5).......................................... 63,727 *
Peter H. Soderberg(6)....................................... 31,588 *
Thomas S. Summer(7)......................................... 26,644 *
William B. Summers, Jr.(8).................................. 42,166 *
John P. Wareham(9).......................................... 24,745 *
Dr. Helena S. Wisniewski(10)................................ 2,482 *
Thomas J. Mazza(11)......................................... 45,603 *
Mauricio Arellano(12)....................................... 40,451 *
Susan M. Bratton(13)........................................ 112,224 *
Susan H. Campbell(14)....................................... 46,153 *
All Directors and Executive Officers as a group (20 persons) 789,582 3.4%

(1) Includes (i) 23,085 shares Ms. Bailey has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
3,021 shares awarded to her under the Company's 2005 Stock Incentive Plan;
and (iii) 6,518 shares directly held by her.

(2) Includes (i) 74,418 shares Mr. Hook has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
96,294 shares awarded to him under the Company's 2002 Restricted Stock
Plan and 2005 Stock Incentive Plan; (iii) 1,683 shares allocated to his
account under the 401(k) Plan; and (iv) 5,862 shares directly held by him.

(3) Includes (i) 1,944 shares Mr. Melia has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
3,021 shares awarded to him under the Company's 2005 Stock Incentive Plan;
and (iii) 629 shares directly held by him.

(4) Includes (i) 17,835 shares Dr. Miller has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
3,021 shares awarded to him under the Company's 2005 Stock Incentive Plan;
and (iii) 4,652 shares directly held by him.

(5) Includes (i) 25,029 shares Mr. Sanford has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 4,531 shares awarded to him under the Company's 2005 Stock Incentive
Plan; and (iii) 34,167 shares directly held by him.

(6) Includes (i) 23,085 shares Mr. Soderberg has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 3,021 shares awarded to him under the Company's 2005 Stock Incentive
Plan; and (iii) 5,482 shares directly held by him.

(7) Includes (i) 18,085 shares Mr. Summer has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
3,021 shares awarded to him under the Company's 2005 Stock Incentive Plan;
and (iii) 5,538 shares directly held by him.

(8) Includes (i) 23,085 shares Mr. Summers has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 3,021 shares awarded to him under the Company's 2005 Stock Incentive
Plan; and (iii) 16,060 shares directly held by him.

(9) Includes (i) 17,585 shares Mr. Wareham has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 3,021 shares awarded to him under the Company's 2005 Stock Incentive
Plan; and (iii) 4,139 shares directly held by him.

(10) Includes 2,482 shares Dr. Wisniewski had awarded to her under the
Company's 2005 Stock Incentive Plan.

(11) Includes (i) 22,564 shares Mr. Mazza has the right to acquire pursuant to
options exercisable currently or within 60 days after April 4, 2008; (ii)
19,711 shares awarded to him under the Company's 2002 Restricted Stock
Plan and 2005 Stock Incentive Plan; (iii) 1,890 shares allocated to his
account under the 401(k) Plan; and (iv) 1,438 shares directly held by him.

(12) Includes (i) 19,081 shares Mr. Arellano has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 18,365 shares awarded to him under the Company's 2002 Restricted
Stock Plan and 2005 Stock Incentive Plan; (iii) 1,767 shares allocated to
his account under the 401(k) Plan; and (iv) 1,238 shares directly held by
him.

(13) Includes (i) 40,113 shares Ms. Bratton has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 17,895 shares awarded to her under the Company's 2002 Restricted
Stock Plan and 2005 Stock Incentive Plan; (iii) 4,046 shares allocated to
her account under the 401(k) Plan; and (iv) 50,170 shares directly held by
her.

(14) Includes (i) 23,883 shares Ms. Campbell has the right to acquire pursuant
to options exercisable currently or within 60 days after April 4, 2008;
(ii) 18,309 shares awarded to her under the Company's 2002 Restricted
Stock Plan and 2005 Stock Incentive Plan; (iii) 1,960 shares allocated to
her account under the 401(k) Plan; and (iv) 2,001 shares directly held by
her.

* Less than 1%

Section 16(a) Beneficial Ownership Reporting Compliance. Under Section 16(a) of
the Exchange Act, the Company's directors and officers are required to report
their beneficial ownership of the Common Stock and any changes in that
beneficial ownership to the SEC and the New York Stock Exchange. The Company
believes that these filing requirements were satisfied by its directors and
officers during 2007, except that Messrs. Arellano, Hook, Mazza, McEvoy and
Voboril and Ms. Bratton and Ms. Campbell were each late in filing one report due
to a change in reporting for the vesting of performance-based stock options. In
making the foregoing statement, the Company has relied on copies of the
reporting forms received by it or on the written representations from such
reporting persons that no forms were required to be filed under the applicable
rules of the SEC.

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

Overview

Our executive compensation programs are designed to be consistent with our
compensation philosophy. Our philosophy is to provide senior level managers with
a compensation package that is both competitive and encourages those executives
to act in the best interest of our stockholders. To achieve this, we design our
compensation programs to provide fixed cash and equity based compensation at the
targeted competitive market median rate and performance or "at risk" cash and
equity based compensation at above competitive market median rates if above
competitive market median performance is achieved. In general, we believe that
performance and equity based compensation should increase as a percentage of
total direct compensation as salary grade levels increase. The ratio of the
President & Chief Executive Officer's total direct compensation compared to the
other Named Executive Officers is targeted to be within the range of the ratios
observed in the Company's peer group of companies. By following this philosophy
we believe we can attract and retain executives who have the appropriate skill
set to carry out our strategic plans and attain both our short and long term
financial and strategic goals. The following graphs depict the mix of cash
(salary and annual cash incentive) vs. equity (LTIP and SALT) of compensation
granted to our Named Executive Officers during 2007 assuming target level
performance:

[PIE CHART INDICATED BELOW]

Cash Equity
President & CEO 40% 60%
CFO 58% 42%
Business Leaders 58% 42%

The following graphs depict the mix of time (salary and LTIP) vs. performance
(annual cash incentive and SALT) based compensation granted to our Named
Executive Officers during 2007 assuming target level performance:

[PIE CHART INDICATED BELOW]

Time Performance
President & CEO 55% 45%
CFO 60% 40%
Business Leaders 60% 40%

Our compensation programs are designed by management in collaboration with our
Compensation Committee and approved by our Board. Our performance-driven
compensation programs consist of the following cash and non-cash components:

o Base Salary
o Annual Cash Incentives
o Long-Term Equity Awards
o Retirement and Change in Control Agreements
o Other Personal Benefits

Other than as discussed within this section, we do not believe the compensation
for our Named Executive Officers in 2008 will change materially from 2007.

Compensation Committee Practices and Procedures

Management, in collaboration with the Compensation Committee, is responsible for
the design and administration of our compensation programs with appropriate
approval and general oversight from the Board. This responsibility includes the
determination of compensation levels and awards provided. Historically, the
Compensation Committee has directly engaged Ernst & Young LLP to advise the
Company on these matters. Consistent with corporate governance best practices,
beginning in 2007 management began utilizing PricewaterhouseCoopers LLP as an
external compensation consultant. During 2007, Ernst & Young served as the
independent advisors to the Compensation Committee in matters of executive
compensation and benefits in response to recommendations made by management in
collaboration with PricewaterhouseCoopers. A representative of Ernst & Young was
present in person or by telephone for four out of the seven meetings held by the
Compensation Committee during 2007. Representatives from PricewaterhouseCoopers
did not attend any of the Compensation Committee meetings.

The Compensation Committee is also responsible for recommending to the Board for
approval the performance and merit adjustments for our President & Chief
Executive Officer. For the remaining Named Executive Officers, the President &
Chief Executive Officer makes recommendations regarding performance and merit
adjustments to the Compensation Committee for approval. Grants of equity-based
compensation are determined by management in collaboration with the Compensation
Committee and approved by the Board in accordance with approved equity grant
guidelines previously established by the Compensation Committee with market data
assistance from Ernst & Young.

During 2007, Thomas J. Hook, President & Chief Executive Officer, Thomas J.
Mazza, Senior Vice President & Chief Financial Officer, Barbara M. Davis, Vice
President of Human Resources and Timothy G. McEvoy, Vice President, General
Counsel & Secretary, attended meetings of the Compensation Committee to provide
counsel and assistance to the Compensation Committee. These executives were
excused from meetings when items pertaining to their individual compensation
were discussed.

Competitive Market Review

As one factor in considering approval of levels and elements of our compensation
programs, the Compensation Committee compares our compensation programs and
performance against an approved peer group of companies. The peer group, which
is periodically reviewed and updated by the Compensation Committee, consists of
fifteen publicly traded companies that are similar in size and in similar
industries as the Company and with whom we may compete for executive talent. The
companies comprising our compensation peer group, which was last changed in
2007, are:

Arrow International, Inc. SonoSite, Inc.
CONMED Corporation Symmetry Medical, Inc.
Cyberonics, Inc. Thoratec Corporation
Datascope Corporation Viasys Healthcare, Inc.
DJO, Inc. Vital Signs, Inc.
Ev3, Inc. Wright Medical Group, Inc.
Integra LifeSciences Holdings Corp. ZOLL Medical Corporation
Merit Medical Systems, Inc.

For 2008, the following changes were made to our peer group:

Additions Deletions
--------- ---------
CTS Corporation Arrow International, Inc.
Edwards Lifesciences Corp. Cyberonics, Inc.
ResMed Inc. Viasys Healthcare, Inc.

The additions for 2008 were made to replace the companies deleted from the peer
group in order to maintain the number of companies at fifteen. We believe that
this is an appropriate size for a peer group in order to get a representative
sample of our market yet keeping the size of the peer group at a manageable
level for analysis purposes. We believe the new companies (1) have relevant
overlap with our industry, customers and products, (2) are similar in size and
(3) have key metrics that are consistent with our high growth strategy. The key
metrics considered included revenue size and growth rate, EPS growth, average
gross margins, enterprise value, EBITDA/enterprise value and revenue/enterprise
value. Two of the companies deleted from the peer group were removed as they
were acquired during 2007. The last company was removed as we believed that it
no longer exhibited the above attributes.

Our total compensation packages are based upon a 2007 market study performed by
Ernst & Young utilizing compensation peer group data supplemented by market
survey data. This study was updated in 2008 taking into consideration the
revised peer group which reflects our significant growth and complexity as an
organization as well as updated blended survey data from the sources cited
below.

The 2007 market study provided base salary, total cash compensation and total
direct compensation based upon our peer group proxy data and blended publicly
available 2006 survey data trended to 2007 as follows:

Title Publisher Year
----- --------- ----

Economic Research Institute ERI 2006
Mercer Executive Compensation Survey William M. Mercer 2006
Top/Middle Management Compensation Calculator Watson Wyatt 2006/2007

In determining recommended compensation levels, the Ernst & Young analysis for
2008 utilized various analytical tools including total remuneration analysis,
tally sheets, internal pay equity analysis and equity wealth accumulation and
sensitivity analysis. In making final compensation decisions for 2008, the
Compensation Committee considered all of theses analyses. While the Compensation
Committee has utilized tally sheets historically since 2005, the Compensation
Committee did not utilize these analytical tools for determining pay in 2007.
The Compensation Committee has determined that, absent a meaningful change in
circumstances, such tools should be utilized on a periodic, as opposed to
annual, basis.

When setting performance goals for our annual cash incentive and long-term
equity programs, the Compensation Committee, with input from management,
considers the performance of our three largest customers supplemented by
performance information for our peer group as well as relevant market indices.
We believe the performance of our three largest customers should be considered
since they account for 67% of our sales. Additionally, we believe broader market
indices are appropriate for consideration in establishing future performance
metrics given that the peer group companies above do not have businesses that
are exactly comparable to ours. The market indices considered include:

o High and low revenue growth rates as published by Morgan Stanley,
Lehman Brothers, Bank of America, Bear Sterns and Merrill Lynch;
o Neuromodulation Forecast; and
o Oil & Gas Market Growth (as a proxy for our Commercial Power
Segment).

Base Salary

We want to provide senior level managers with a fixed level of cash compensation
in the form of base salary that is consistent with their skill level,
experience, knowledge, length of service with the Company and the level of
responsibility and complexity of their position. The target salary for our
senior level managers is based in part on the competitive market median of our
compensation peer group, supplemented by published survey data (the "competitive
market"). Our general practice is to be within 90% to 110% of the competitive
market median. Actual base salaries may differ from the competitive market
median target as a result of various factors including length of service, the
level of responsibility and complexity of their position, prior individual
performance and expected future contributions, internal equity within our
Company and the degree of difficulty in replacing the individual. The base
salaries of senior level managers are reviewed by the Compensation Committee on
an annual basis, as well as at the time of promotion or significant changes in
responsibility. We expect the base salaries of our Named Executive Officers to
generally increase in-line with any increases to the median competitive market
rates.

The 2007 bases salaries for our Named Executive Officers compared to our peer
group market median are as follows:

% of Peer Group
Base Salary Market Median
----------- -------------
Thomas J. Hook $452,800 115%
Thomas J. Mazza 255,800 111%
Mauricio Arellano 235,800 101%
Susan M. Bratton 235,800 101%
Susan H. Campbell 235,800 101%

The 2008 bases salaries for our Named Executive Officers compared to the 2008
market median are as follows. Note that this comparison was versus the revised
peer group for 2008 which, as discussed in the Competitive Market Review
section, reflects our significant growth and complexity as an organization:

% of Competitive
Base Salary Market Median
----------- -------------
Thomas J. Hook $475,000 104%
Thomas J. Mazza 262,000 106%
Mauricio Arellano 249,000 87%
Susan M. Bratton 242,000 84%
Susan H. Campbell 249,000 87%

Annual Cash Incentives

Overview. The payment of annual cash incentives is formula-based and is governed
by our Short-Term Incentive Compensation Program ("STIC Program"). The objective
of the STIC Program is to provide a target level of cash compensation that is
based upon the achievement of internal Company performance objectives which
takes into consideration the competitive market median performance with the
opportunity for above median compensation for above median performance up to 65%
to 75% of the competitive market.

Employees at the manager level or above are eligible to participate in our STIC
Program. STIC Program awards for the Company's executive officers are based upon
Company-wide performance goals. For all other levels, STIC Program awards are
primarily based upon the achievement of specific individual operational goals,
although Company-wide performance is also a factor. As a result, this component
of compensation can be highly variable from year to year.

STIC Program awards are calculated based upon the following formulas:

Total Available Award (TAA) = (Base Salary x Individual STIC %) x STIC Funding %
Actual Award = ((TAA x 75%) x Individual Performance %) + (TAA x 25%)

STIC Funding %. Overall funding of the STIC Program is based upon a Company-wide
performance measure as recommended by the Compensation Committee and approved by
the Board at the first meeting of every year. This measure is subject to
adjustment based upon Compensation Committee-approved unusual or extraordinary
items that were not contemplated when the performance measure was set. Funding
of the STIC Program is calculated in accordance with the following scale:

Achievement of Performance Measure Funding %
---------------------------------- ---------
0% - 75% 0%
75% 50%
76% - 99% 50% - 100%
100% 100%
101% - 132% 100% - 200%
133% 200% (Maximum)

This funding model was generally designed to provide stockholders with a
three-to-one payout ratio compared to management. That is for every four dollars
earned above the target, one dollar is paid in additional incentive compensation
to fund the STIC Program, up to the maximum threshold. Thus, three dollars are
returned to the stockholders in the form of reinvestment in the business.

For 2007, the STIC Program funding performance measure was adjusted earnings per
share ("Adjusted EPS") of $1.30 per share. We selected Adjusted EPS because of
its direct correlation with the interests of our stockholders. In establishing
this measure, the Compensation Committee considered both the 2007 budget, the
three-year compound annual growth rate the 2007 measure would provide and how
that growth rate compared to our competitive market. Achievement at the 100%
target level was deemed to be a "realistic" goal for senior level managers and
any amount greater than the target was believed to be a "stretch" goal. As a
result of stronger than expected financial performance, for 2007 the STIC
Program was funded at 140% of the target, based upon the Company achieving
Adjusted EPS that was 113% of the target or $1.47 per share. The main difference
between the 2007 Adjusted EPS and our EPS under generally accepted accounting
principles ("GAAP") of $0.67 per share is the exclusion of non-recurring
acquisition related charges (mainly in-process research and development and
inventory step-up amortization), costs incurred related to our consolidation
initiatives, and gain on the extinguishment of our debt, all of which were not
included in the original STIC target. All of these adjustments were reviewed and
approved by the Compensation Committee.

For 2006, the STIC Program funding performance measure was Adjusted EPS of $1.05
per share. As a result of stronger than expected financial performance, the 2006
STIC Program was funded at 190% of the target, based upon the Company achieving
Adjusted EPS that was 131% of the target or $1.38 per share. The main difference
between the 2006 Adjusted EPS and our EPS under generally accepted accounting
principals of $0.73 per share is the exclusion of costs incurred related to our
consolidation initiatives and costs associated with stock-based compensation
which were not included in the original STIC target. All of these adjustments
were reviewed and approved by the Compensation Committee.

Individual STIC %. Individual cash incentives are calculated by multiplying the
funding percentage by the individual's target payout. The individual target
payout was determined by the Compensation Committee in order to provide targeted
total cash compensation (base salary + cash incentive) at the median of our
competitive market and between the 65th and 75th percentile of our competitive
market for above competitive market median performance.

The target payout as a percentage of base salary for our Named Executive
Officers is as follows:

2006 2007(1) 2008
---- ------- ----
o President & CEO 80% 80% 80%
o CFO 70% 65% 70%(2)
o Business Leaders 65% 65%(3) 65%

(1) Consistent with a decision made in late 2004, in 2007 the Compensation
Committee continued to reduce the annual cash incentive target payout
percentages for certain senior level managers and increase the level of
equity based compensation. This was done to better align the mix between
cash and equity based and between short-term and long-term compensation
with our competitive market.
(2) Includes a promotional increase in 2008.
(3) Includes a promotional increase in 2007.

Actual annual cash incentive awards may differ from the target payout as a
result of the achievement of individual business unit and functional goals
(Individual Performance %), which impact 75% of the actual award and cannot
exceed 100%. The remaining 25% of the award is determined by the achievement of
the Company performance target (same as funding target). In general, the higher
the salary grade of an employee, the more the individual performance goals are
based upon the performance of the Company. The Company's executive officers'
individual performance goals are based on overall Company performance.

The STIC Program for our Named Executive Officers was included in our 2007 proxy
statement and approved by our stockholders in order to meet the requirements for
an income tax deduction under Internal Revenue Code ("IRC") ss.162(m). Under IRC
ss.162(m), a limitation is placed on the tax deductibility of compensation to
certain executives of a publicly-held corporation that exceeds $1,000,000 in any
taxable year, unless the compensation meets certain requirements. Currently our
STIC Program is designed to meet these requirements. Historically, our
deductions for executive compensation were not limited by IRC ss.162(m), except
in isolated circumstances.

Long-Term Equity Awards

Overview. In addition to cash incentives, we also compensate senior level
managers with long-term equity awards. These awards are designed to align
management's performance with the interest of our stockholders. Additionally,
they are used as a recruiting and retention tool for key managers. Historically
we granted equity awards under various existing equity compensation plans,
including the following: (1) the 1997 Stock Option Plan; (2) the 1998 Stock
Option Plan; (3) the 1999 Non-Employee Director Stock Option Plan; (4) the 2002
Restricted Stock Plan; and (5) the 2005 Stock Incentive Plan. A proposal was
included in our 2007 proxy statement and approved by our stockholders which
increased the shares available for issuance under the 2005 Stock Incentive Plan
by 1,450,000 shares and froze all of our outstanding equity plans except the
2005 Stock Incentive Plan.

The award of equity based compensation is both discretionary and formula-based
as described in our Long-Term Incentive Award Program ("LTIP Program") and
Supplemental Annual Long-Term Incentive Award Program ("SALT Program"). The
objective of the LTIP and SALT Programs is to provide total direct compensation
(total cash compensation + equity based compensation) at the median of our
competitive market and up to the 75th percentile of our competitive market for
performance above the competitive market median.

In addition to LTIP and SALT Program awards, all managers and above are eligible
for equity awards at the time of hire, upon promotion and for special
recognition or significant changes in responsibility.

Our equity-based compensation plans and awards are designed and administered by
management in collaboration with the Compensation Committee and subject to the
approval of our Board. Historically, we have granted employees equity-based
compensation in the form of non-qualified and incentive stock options and
restricted stock. The LTIP and SALT Program awards are generally issued before
April of every year once financial results from the prior year and performance
targets for the current and future years are determined. Equity awards issued
for recognition or newly hired or newly promoted employees are typically granted
at the next scheduled Board meeting following the event date. The Board
typically meets five times per year based upon a schedule determined several
months in advance. Accordingly, the proximity of any awards to earnings
announcements or the release of material non-public information would be
coincidental. All stock options are issued with strike prices that are equal to
the value of our closing stock price on the grant date, which is the Board
meeting date.

Except as described in the "Employment Agreement" and "Executive Retirement
Guidelines" sections, all unvested stock-based awards expire upon death,
disability, termination by employee and termination by the Company, other than
for cause. Upon termination for cause, all outstanding stock-based awards expire
immediately. Upon death, disability, termination by employee and termination by
the Company, other than for cause, all vested stock-based awards expire at
various times, up to one year, based upon the termination reason and the equity
plan they were awarded from. In the event of a change in control, all unvested
time-based equity awards immediately vest. See further discussion regarding
change of control in the "Change in Control Agreements" section.

We believe that compensation from our stock options granted under the 2005 Stock
Incentive Plan are deductible and not limited by IRC ss.162(m). Our deductions
for restricted stock grants may be limited in the future under IRC ss.162(m).

LTIP Program. The objective of the LTIP Program is to provide a fixed level of
equity-based compensation at the median of our competitive market and adjusted
for individual performance. The 2007 LTIP Program awards were determined based
upon the following formula:

Total Available Shares (TAS) = (Base Salary x Individual LTIP %) / Black Scholes Value
Actual Share Payout = TAS x Individual Performance %

Non-Qualified Stock Option Grant = Actual Share Payout x 1/2
Restricted Stock Grant = (Actual Share Payout x 1/2) / 2.5

Individual LTIP %. The target grant of LTIP Program equity awards as a
percentage of base salary for our Named Executive Officers is as follows. The
target number of shares is calculated using the Black Scholes value of our stock
on the date of grant:

2006 2007(1) 2008
---- ------- ----
o President & CEO 125% 150% 150%
o CFO 60% 70% 80%(2)
o Business Leaders 50% 70%(3) 70%

The actual amount of awards granted may differ from the target percentage as a
result of the consideration by the Compensation Committee of individual business
unit and functional goals (Individual Performance %). The individual performance
percentage that may be taken into account by the Compensation Committee is the
same individual performance percentage used to calculate annual cash incentive
awards under the STIC Program.

The 2007 LTIP Program awards were granted in the form of non-qualified stock
options (one-half payout target) and restricted stock (one-half payout target)
with the restricted stock being converted on a 2.5 to 1 ratio. This ratio was
used as restricted stock was valued at approximately 2.5x the Black Scholes
value of our stock options and was intended to reflect the difference in value
between restricted stock and stock options. The mix between stock options and
restricted stock was determined by management in collaboration with the
Compensation Committee in their desire to balance between share ownership and
potential future dilution to stockholders.

In order to simplify the LTIP formula, in 2008 the 2.5 restricted stock ratio
was removed from the formula. The restricted stock portion of the LTIP grant for
2008 was calculated as follows:

(Base Salary x Individual LTIP % x Individual Performance % x 1/2) / closing stock price on the date of grant.

LTIP Program stock option awards vest 25% at the end of each year, including the
year of grant. The LTIP Program restricted stock awards vest 50% at the end of
the second year, including the year of grant and 25% at the end of the third and
fourth years.

SALT Program. The objective of the SALT Program is to provide a supplemental
award that targets total direct compensation up to the 75th percentile of our
competitive market if 75th percentile performance goals, set at the beginning of
the period, are met. This is consistent with our philosophy of providing above
competitive market median compensation for above competitive market median
performance. The use of SALT Program awards puts a larger percentage of our
Named Executive Officers pay in equity and "at risk," which we believe is
appropriate and consistent with our compensation philosophy. SALT Program awards
are determined based upon the following formula:

Actual Share Payout = (Base Salary x Individual SALT %) / Black Scholes Value

Individual SALT %. The SALT Program equity awards expressed as a percentage of
base salary for our Named Executive Officers is as follows:

2006 2007(1) 2008(2)
---- ------- -------
o President & CEO 100% 125% 175%
o CFO 40% 50% 85%(3)
o Business Leaders 40% 50%(4) 70%

(1) Consistent with a decision made in late 2004, in 2007 the Compensation
Committee continued to reduce the annual cash incentive target payout
percentages for certain senior level managers and increase the level of
equity based compensation. This was done to better align the mix between
cash and equity based and between short-term and long-term compensation
with our competitive market.
(2) Includes increase in order to bring total direct compensation up to the
75th percentile of the competitive market.
(3) Includes a promotional increase in 2008.
(4) Includes a promotional increase in 2007.

The target number of shares is calculated using the Black Scholes value of our
stock on the date of grant. SALT Program awards are granted in the form of
non-qualified stock options and are both time and performance based. Stock
options vest either at 100% or 0% depending on whether or not the Company
achieves certain three-year performance measures. If the performance measures
are achieved, the awards are still subject to an additional one year service
period. The form of the SALT Program awards is reviewed annually by the
Compensation Committee. The 2007 SALT Program awards performance measures were
as follows:

o 2007 - 2009 cumulative revenue;
o 2007 - 2009 cumulative operating income; and
o 2007 - 2009 cumulative cash provided by operations.

These performance measures reflect our confidential strategic plan and we do not
disclose the amount of these measures publicly for competitive reasons. These
measures were chosen based upon the importance of these objectives in the
achievement of our strategic plan, providing quality earnings and creating value
for our stockholders. In setting these performance targets we also considered
the performance of our peer group, market indices and our customer base with the
intent that these goals represent stretch goals that would result in superior
upper quartile performance relative to our customers and peers. Achievement of
these targets is believed to be a "challenging" goal for our Company. If all
three performance goals are met, the SALT awards will fully vest at the end of
2010. These performance measures are subject to adjustment based upon unusual or
extraordinary items that were not contemplated when the performance measures
were set. The Compensation Committee approves all adjustments.

2007 was the final performance year for the 2005 SALT award. During the three
year period from 2005 to 2007, we earned cumulative revenues of $804 million and
cumulative Adjusted EPS of $3.83. This compares to the 2005 grant metrics of
$770 million and $3.51, respectively. Thus, in 2008 our Board approved the
achievement of these metrics. The awards will fully vest on December 31, 2008 if
continued employment is maintained up until that time. The difference between
the cumulative revenue for the three year period from 2005 to 2007 and our
revenues under GAAP of $831 million is the exclusion of revenue for acquired
companies which were not included in the original SALT target. The main
difference between the Adjusted EPS and our EPS under GAAP of $1.86 per share is
the exclusion of non-recurring acquisition related charges (mainly in-process
research and development and inventory step-up amortization), costs incurred
related to our consolidation initiatives as well as the gain on the
extinguishment of our debt, all of which were not included in the original SALT
target. All of these adjustments were reviewed and approved by the Compensation
Committee.

In 2008, the SALT Program was modified to remove the "all-or-none" vesting
restriction relative to the achievement of the three performance metrics
utilized in the SALT program. This change was made as, based upon our analysis
in 2006, we found that none of our peer group was in the top 25% for all three
metrics and only a few were in the top 25% for two of the three metrics. Thus,
we believe that requiring upper quartile performance for all three metrics would
not achieve our objective of awarding 75th percentile total compensation for
75th percentile performance. Starting in 2008, each metric will be tracked
independently and achievement of one or more will allow for at least pro rata
vesting of the award depending on how many of the metrics are achieved and the
percentage achievement of the metrics which were not achieved. For example, if
two of the performance goals are met and the third metric was only 90% of the
target (and thus did not vest), then 2/3 of the award multiplied by 90% will
vest. Additionally, beginning in 2008, the SALT targets will be adjusted to
reflect acquisitions in addition to the unusual or extraordinary items that were
not contemplated when the performance measures were set. This change was made in
order to provide incentive for senior level managers to ensure acquisitions are
successful.

Other Equity Based Compensation. In addition to the LTIP and SALT Programs,
senior level managers may receive additional equity based compensation at the
date of hire, upon promotion, for special recognition or upon a significant
change in responsibility. These awards are used as a recruiting and retention
tool. Historically, these grants were made in the form of incentive stock
options or restricted stock and are typically granted as a percentage of the
respective employee's base salary. The amount of incentive stock options granted
that become exercisable in any one year by an individual employee is subject to
the $100,000 limit imposed by IRC ss.422(d). In 2007, these awards were made in
the form of non-qualified stock options and restricted stock. Also during 2007,
the Company's executive officers, except for the President and CEO who received
a similar type grant upon his promotion in 2006, received a one-time restricted
stock grant equal to 100% of their base salary. This grant will serve as an
additional retention tool for the executive officers as they vest over four
years (50% at the end of the second year, including the year of grant and 25% at
the end of the third and fourth years).

Share Ownership Guidelines. In order to better align the interests of our
executives with the interests of our stockholders and to promote our commitment
to sound corporate governance, in 2006 the Compensation Committee designed and
the Board approved stock ownership guidelines for senior level managers and
non-employee directors. These guidelines require non-employee directors to own
at least $90,000 in shares of the Company. The ownership requirement for our
current Named Executive Officers is calculated as a percentage of base salary as
follows:

Multiple of Base Salary
-----------------------
President & CEO 5.0x
CFO 3.0x
Business Leaders 3.0x

The directors and executives are required to be in compliance with these
guidelines within 5 years of becoming subject to the policy and "meaningful"
progress must be made and is monitored throughout that time period.

The ownership guidelines also contain a holding period requirement for equity
based awards. Non-employee directors are expected to hold all equity based
awards, net of applicable taxes, until their tenure as a Board member has ended.
Senior level managers are required to hold exercised stock options and vested
restricted stock, net of applicable taxes, for one year following the exercise
or vesting. For purposes of these guidelines, a 50% tax rate is assumed.

Retirement and Change in Control Agreements

Overview. We believe that it is in the best interest of our Company and
stockholders to have the unbiased dedication of our executives, without the
distraction of personal uncertainties such as retirement or a change in control.
We have designed our senior level managers' retirement and other post-employment
benefit programs to reduce such distraction. We believe that our programs allow
for a "smooth" transition in the event of retirement or a change in control
without providing "windfall" benefits to senior level managers. We also believe
that these benefits are competitive with those of other comparable companies.

The components of our retirement and post-employment benefits program are as
follows:

o Executive Retirement Guidelines
o 401(k) Plan
o Change in Control Agreements

We do not offer our employees defined benefit pension, post-retirement or
deferred compensation benefits. This decision was made as we believe that such
plans are both undervalued by employees and more expensive to administer in
comparison to the programs that we do offer. When designing our retirement and
other post-employment benefit programs we consider IRC ss.409A and continue to
evaluate our programs in light of the new guidance continuously being issued.

We currently do not have a formal severance plan for our employees. In the past,
we have provided post-employment severance benefits to our employees who are
terminated in connection with a reduction-in-force or corporate reorganization.
Generally these benefit amounts are based upon length of service and position
level with the Company. Future severance payments are at the discretion of
management.

Executive Retirement Guidelines. Higher-level senior managers who are at least
59 1/2 with a combination of age and length of service equal to at least 69 1/2
are eligible to receive certain benefits under our Executive Retirement
Guidelines. These guidelines have been approved by our Board and allow for the
following:

a. accelerated vesting of all outstanding time-based stock incentive
awards;
b. discretionary vesting of all outstanding performance-based stock
incentive awards; and
c. a discretionary extension of the time eligible to exercise
outstanding stock options.

In exchange for these benefits, the executives are required to sign a two-year
non-compete agreement. In order to be considered for these benefits, executives
must submit a voluntary retirement request form at least one year prior to their
anticipated retirement date and facilitate the transition of their
responsibilities to their successor. All requests for retirement and benefits
under our Executive Retirement Guidelines by Named Executive Officers are
reviewed and approved by our Board.

401(k) Plan. Nearly all of our employees are eligible to participate in our
defined contribution 401(k) plan. This plan provides for the deferral of
employee compensation up to the maximum IRC limit and a discretionary Company
match. In 2007, this match was $0.35 per dollar of participant deferral, up to
6% of the base salary for each participant.

In addition to the discretionary contributions described above, employees are
eligible to receive an additional discretionary contribution equal to 5% of
their base salary to the 401(k) plan. This discretionary contribution is made in
the form of Greatbatch stock and is subject to certain Internal Revenue Service
limits.

Each year we perform standard year-end coverage, nondiscrimination and
compliance testing on our 401(k) plan to ensure compliance with applicable
Internal Revenue Service rules and regulations. In the event the plan does not
meet the nondiscrimination requirements, a prorated portion of the contributions
made by "highly compensated" employees will be returned to the respective
employee in order to ensure compliance.

Participants immediately vest in their own contributions and earnings, and in
the matching and stock contributions made by the Company.

Change in Control Agreements. We have entered into change in control agreements
with our senior level managers, including our Named Executive Officers. These
agreements provide for continued employment with the same base salary, annual
cash incentive and benefits for two years following a change of control. If the
employee is terminated after the change of control, other than for death,
disability, cause, or the executive terminates the agreement for good reason,
then the executive will be entitled to certain benefits. The most significant
components of those benefits are as follows:

a. two times annual salary;
b. two times average bonus for the three year period prior to the date
of termination;
c. two times the Company's 5% discretionary contributions to the
Company's 401(k) Plan;
d. $25,000 for outplacement services;
e. continued coverage under the Company's medical and other benefit
plans (i.e. education assistance, financial planning, physicals) for
a period of two years; and
f. all time-based unvested equity awards immediately vest.

Based upon the hypothetical termination date of December 28, 2007, the change in
control termination benefits for our Named Executive Officers would be as
follows:

Acceleration
of
Salary & Stock-Based Continuance of 401(k) Outplacement Tax
Bonus Awards(1) Benefits Plan Services Gross-Up(2)(3) Total
----- --------- -------- ---- -------- -------------- -----

Thomas J. Hook $1,861,850 $1,624,543 $ 54,820 $22,500 $25,000 $1,000,680 $4,589,393

Thomas J. Mazza 861,600 297,038 137,061 22,500 25,000 421,676 1,764,875

Mauricio Arellano 778,140 280,448 48,041 22,500 25,000 378,218 1,532,347

Susan M. Bratton 793,867 273,845 142,691 22,500 25,000 -- 1,257,903

Susan H. Campbell 788,533 279,509 44,341 22,500 25,000 352,890 1,512,773

(1) Based upon our closing stock price of $19.91 per share as of December 28,
2007.
(2) Computed based upon the assumption that equity awards are paid out in cash
and does not consider the value that could be assigned to the non-compete
agreement signed by Thomas J. Hook.
(3) It is assumed that the hypothetical transaction would result in a cash-out
of the outstanding equity awards. In the event an actual transactional
would occur in which equity awards were converted into equity awards of
the buyer, then the value of the equity acceleration for tax purposes
could be higher.

In exchange for the above, the terminated executive is required to sign a
36-month confidentiality agreement. In designing these agreements, we considered
IRC ss.280G. IRC ss.280G denies a tax deduction for any and all excess parachute
payments for corporations undergoing a change in control. In addition, the
individual recipient of such payment must pay an extra 20% excise tax on the
amount of the payment. IRC ss.280G provides a safe harbor from this excise tax
if the present value of any parachute payments under a change in control does
not exceed certain thresholds as defined in the IRC. Our change in control
agreements provide that an executive is not entitled to a gross-up if the
present value of payments does not exceed 110% of the safe harbor threshold.
Instead, the payments due to these executives would be reduced to the maximum
that could be paid so that the value of the payment would not exceed the safe
harbor threshold. To the extent the change in control parachute payment exceeds
110% of the safe harbor threshold, then the participant would be entitled to an
excise tax gross-up payment, which is included in the amounts shown above.

Other Personal Benefits

In addition to the elements of compensation discussed above, we also provide
senior level managers with various other benefits as follows:

o Education Assistance
o Life Insurance
o Long-Term Disability
o Executive Financial Planning
o Executive Physical
o Other Benefits

We provide these benefits in order to remain competitive with the market and
believe that these benefits help us to attract and retain qualified executives.
These benefits also reduce the amount of time and attention that senior level
managers must spend on personal matters and allow them to dedicate more time to
our Company. We believe that these benefits are in-line with the market, are
reasonable in nature, are not excessive and are in the best interest of our
Company and its stockholders.

Education Assistance. All employees and their dependents are eligible to
participate in our Education Assistance Program. This program is provided to
support our innovation and commitment to improving our abilities. We believe
that education will support the development of our employees for new positions
and enhance their contributions to the achievement of our strategic goals. This
program was pioneered by our founder, Wilson Greatbatch, who believed as we do
that "education is always worth more than it costs in time, money and effort."

Under our Education Assistance Program we reimburse tuition, textbooks and
laboratory fees for all of our employees and their dependents. All fulltime
employees are eligible for 100% reimbursement upon the successful completion of
a job related degree program. The dependent children benefit vests on a
straight-line basis over ten years. For employees hired after January 1, 2003,
the maximum amount of dependent children reimbursable tuition is the cost of
tuition at the recognized local state university, which for 2007 was
approximately $5,000. For employees hired prior to January 1, 2003 and for all
of the Named Executive Officers effective January 1, 2007, there is no maximum
limit for dependent children reimbursement. Minimum academic achievement is
required in order to receive reimbursement under all Education Assistance
Programs. In 2007, Thomas J. Mazza and Susan M. Bratton were the only Named
Executive Officers who received benefits under this Program.

Life Insurance. Beginning in 2008, our executive officers will receive term life
insurance paid by the Company equal to $5 million for the President & CEO
(consistent with prior years) and $1 million for other executive officers.
Additionally, the Company will reimburse the executive officers for any
additional tax burden resulting from this benefit. This benefit was added based
upon the recommendation of PricewaterhouseCoopers and deemed reasonable by Ernst
& Young and approved by the Compensation Committee. We believe this benefit is
consistent with and will allow us to remain competitive with the market and
believe that these benefits help us to attract and retain qualified executives.

Long-Term Disability. Beginning in 2008, our executive officers will receive
long-term disability insurance paid by the Company equal to 60% of salary plus
STIC at the 100% level, with no cap. Additionally, the Company will reimburse
the executive officers for any additional tax burden resulting from this
benefit. This benefit was added based upon the recommendation of
PricewaterhouseCoopers and deemed reasonable by Ernst & Young and approved by
the Compensation Committee. We believe this benefit is consistent with and will
allow us to remain competitive with the market and believe that these benefits
help us to attract and retain qualified executives.

Executive Financial Planning. Senior level managers are eligible for
reimbursement of financial planning services. Reimbursement is approved for
dollar amounts up to $5,000 in the first year of the program and up to $2,500 in
all other years ($3,000 for the President & CEO). Qualified expenses include
income tax preparation, estate planning and investment planning, among others.

Executive Physical. We have partnered with regional hospitals to provide senior
level managers with annual physicals. We cover 100% of the cost of this program.
This program was developed to promote the physical well being and health of our
senior level managers. We believe this program is in the best long-term interest
of our stockholders.

Other Benefits. Senior level managers also participate in other benefit plans
that we fully or partially subsidize. Their participation is on the same terms
as other employees of the Company. Some of the more significant of these
benefits include medical, dental and vision insurance, as well as relocation
reimbursement and vacation.

Employment Agreements

The Company has entered into an employment agreement with Thomas J. Hook. No
other Named Executive Officers has an employment agreement.

We entered into an employment agreement with Mr. Hook in order to secure his
services upon his appointment as President & Chief Executive Officer. That
agreement provides certain benefits in addition to the other benefits discussed
elsewhere in this section as follows:

a. Term extends through December 31, 2009 with automatic 1 year
renewals after that;
b. Grant of 25,000 shares of non-qualified options and 50,000 shares of
restricted stock that vest 25% on December 31, 2008, 25% on December
31, 2009 and 50% on December 31, 2010;
c. Company financed term life insurance policy of at least $5 million
in face value;
d. In the event of death or disability - i) salary and fringe benefit
continuation through the term of the contract or one year whichever
is longer; and ii) immediate vesting of all non-vested equity based
awards, except SALT awards;
e. In the event of termination without cause or with good reason - i)
one year salary and STIC incentive payment; and ii) immediate
vesting of all non-vested equity based awards, except SALT awards.
Right to exercise vested options upon termination is extended to
twelve months; and
f. Non-compete agreement during the term of the contract and 24 months
from the date of last payment under the contract.

The following table presents the benefits that would be received by Mr. Hook in
the event of a hypothetical termination as of December 28, 2007 as follows:

Acceleration
of Tax and
Salary & Stock-Based Continuance of 401(k) Financial
Bonus Awards(1) Benefits Plan Planning Total
----- --------- -------- ---- -------- -----

Permanent Disability $ 905,600 $1,624,543 $ 44,120 $ 22,500 $ 10,700 $2,607,463
Death 905,600 1,624,543 44,120 -- -- 2,574,263
Termination Without Cause 815,040 1,624,543 -- -- -- 2,439,583
Termination With Good Reason 815,040 1,624,543 -- -- -- 2,439,583
Termination for Cause -- -- -- -- -- --
Termination Without Good Reason -- -- -- -- -- --
Retirement -- 1,624,543 -- -- -- 1,624,543

(1) Based upon our closing stock price of $19.91 per share as of December 28,
2007.

Compensation and Organization Committee Report

The Compensation and Organization Committee has reviewed and discussed the
Compensation Discussion and Analysis appearing in this document with management
and based upon this review and discussion recommended to the Board that the
Compensation Discussion and Analysis be included in this proxy statement for
filing with the SEC.

Respectively submitted,

William B. Summers, Jr. (Chair)
Peter H. Soderberg
Thomas S. Summer

Members of the Compensation and Organization Committee

Compensation Tables

Summary Compensation Table

The following table summarizes the total compensation paid or earned by each of
the Named Executive Officers for fiscal year 2007 and 2006. We have entered into
an employment agreement with Thomas J. Hook - see the "Employment Agreements"
section of the Compensation Discussion and Analysis for further discussion. The
Named Executive Officers were not entitled to receive payments which would be
characterized as "Bonus" payments for fiscal year 2007 or 2006. Total cash
compensation, which includes salary and non-equity incentive plan compensation,
is based on individual performance as well as on the overall performance of the
Company as more fully described in the "Base Salary" and "Annual Cash
Incentives" sections of the Compensation Discussion and Analysis. Generally, the
emphasis that is placed on stock-based compensation increases as the level of
responsibility of the individual employee increases.

Non-Equity
Name and Principal Stock Option Incentive All Other
Position Year Salary(1) Bonus Awards(2) Awards(3) Plan Comp.(4) Comp.(5) Total
-------- ---- --------- ----- --------- --------- ------------- -------- -----

Thomas J. Hook 2007 $ 448,231 $ -- $ 439,586 $ 639,882 $ 527,421 $ 41,511 $2,096,631
President & Chief Executive Officer 2006 378,558 -- 168,377 356,264 646,000 49,494 1,598,693
Thomas J. Mazza 2007 247,962 -- 92,211 147,074 242,089 76,005 805,341
Senior Vice President & Chief 2006 215,654 -- 20,041 112,028 292,600 40,077 680,400
Financial Officer
Mauricio Arellano 2007 228,962 -- 85,708 143,794 223,161 76,079 757,704
Senior Vice President, CRM and 2006 201,808 -- 19,570 94,480 254,410 27,109 597,377
Neuromodulation
Susan M. Bratton 2007 228,962 -- 86,377 120,340 223,161 72,132 730,972
Senior Vice President, Commercial 2006 205,769 -- 22,105 90,602 254,410 70,693 643,579
Susan H. Campbell 2007 228,962 -- 87,484 131,163 223,161 21,544 692,314
Senior Vice President, Global 2006 205,769 -- 21,373 98,526 254,410 23,474 603,552
Manufacturing and Supply Chain

(1) The amounts indicated represent the dollar value of base salary earned
during fiscal year 2007 and 2006.
(2) The amounts indicated represent the aggregate dollar amount of
compensation expense related to restricted stock and restricted stock unit
awards granted that was recognized in our financial statements during 2007
and 2006 and includes amounts from awards granted prior to 2006. The
determination of this expense is based on the methodology set forth in
notes 1 and 10 to our financial statements included in our Annual Report
on Form 10-K, which was filed with the SEC on February 26, 2008.
(3) The amounts indicated represent the aggregate dollar amount of
compensation expense related to stock option awards granted that was
recognized in our financial statements during 2007 and 2006 and includes
amounts from awards granted prior to 2006. The determination of this
expense is based on the methodology set forth in notes 1 and 10 to our
financial statements included in our Annual Report on Form 10-K, which was
filed with the SEC on February 26, 2008.
(4) The amounts indicated represent cash awards earned in fiscal year 2007 and
paid in fiscal year 2008 and cash awards earned in fiscal year 2006 and
paid in fiscal year 2007 under our STIC Program. See "Annual Cash
Incentives" section of the Compensation Discussion and Analysis.
(5) The amounts indicated include cash and stock we contributed for fiscal
year 2007 and 2006 to the respective employees' 401(k) plan account, term
life insurance premiums paid by the Company for the benefit of the Named
Executive Officers, tax gross-ups related to certain perquisites as well
as other perquisites. The dollar value of cash and stock contributed to
the 401(k) plan, term life insurance premiums paid and perquisites is as
follows. No other item exceeded $10,000 in value:

401(k) Term Life Insurance
Year Contribution Premiums Perquisites
---- ------------ -------- -----------

Thomas J. Hook 2007 $15,956 $12,900 $ 12,655
2006 14,975 12,900 21,492
Thomas J. Mazza 2007 15,975 -- 60,030
2006 15,512 -- 24,459
Mauricio Arellano 2007 15,975 -- 60,104
2006 14,404 -- 12,473
Susan M. Bratton 2007 15,975 -- 56,157
2006 14,633 -- 54,949
Susan H. Campbell 2007 15,975 -- 5,569
2006 14,610 -- 8,707

Perquisites for the Named Executive Officers were comprised of the following. No
perquisite exceeded the greater of $25,000 or 10% of the total perquisites
provided to the respective executive, except as noted:

Personal
use of
Dependent Service Company
Car Financial Executive Education Vacation Award/ Personal Provided
Year Allowance(1) Planning Physical Assistance(2) Payout Relocation Gifts Travel Cell-Phone
---- ------------ -------- -------- ------------- ------ ---------- ----- ------ -----------

Thomas J. Hook 2007 X X X X X
2006 X X X X X X
Thomas J. Mazza 2007 X $46,360 X X X
2006 X X X X X X
Mauricio Arellano 2007 X X X $39,353 X X X
2006 X X X X
Susan M. Bratton 2007 X X X $48,425 X X
2006 X 43,271 X X X
Susan H. Campbell 2007 X X X
2006 X X

(1) This benefit was discontinued in March 2007.
(2) Includes reimbursement for tuition, textbooks and laboratory fees for the
Named Executive Officer and their dependents. See "Education Assistance"
section of the Compensation Discussion and Analysis.

2007 Grants of Plan-Based Awards

The following table summarizes the grants of plan-based awards to each of the
Named Executive Officers during fiscal year 2007. All stock-based awards in 2007
were granted under our 2005 Stock Incentive Plan. Under the 2005 Stock Incentive
Plan, all stock options expire 10 years from the date of grant and acceleration
of vesting occurs for time-based awards upon a change in control. Acceleration
of vesting does not automatically occur upon death, disability or retirement.

Prior to vesting, employees who receive a grant of restricted stock are eligible
to participate in the rights or privileges of a stockholder of the Company in
respect to those shares, including the right to receive dividends and vote. We
did not pay any cash dividends in 2007 and currently intend to retain all
earnings to further develop and grow our business.

All
Other All Other Grant
Estimated Future Payouts Under Estimated Future Payouts Stock Option Date
Non-Equity Incentive Plan Under Equity Incentive Plan Awards: Awards: Fair
Awards(1) Awards(2) Number Number of Exercise Value of
------------------------------------------------------------- of Shares Securities Price of Stock and
Grant Maxi- Maxi- of Stock Underlying Option Option
Name Date Threshold Target mum Threshold Target mum or Units Options Awards Awards(4)
---- ---- --------- ------ --- --------- ------ --- -------- ------- ------ ---------
(#) (#) (#) (#)(3) (#)(3) ($/Sh)

Thomas J.
Hook $181,120 $ 362,240 $ 724,480 - - - - - $ - $ N/A
3/6/07 - - - - - - 12,592 31,481 25.50 652,591
5/22/07 - - - - 37,920 - - - 29.65 552,494
Thomas J.
Mazza 83,135 166,270 332,540 - - - - - - N/A
3/6/07 - - - - - - 3,257 8,143 25.50 168,799
5/22/07 - - - - 8,407 - 9,607 - 29.65 407,338
Mauricio
Arellano 76,635 153,270 306,540 - - - - - - N/A
3/6/07 - - - - - - 2,991 7,478 25.50 155,014
5/22/07 - - - - 7,721 - 8,823 3,794 29.65 422,433
Susan M.
Bratton 76,635 153,270 306,540 - - - - - - N/A
3/6/07 - - - - - - 2,991 7,478 25.50 155,014
5/22/07 - - - - 7,721 - 8,823 - 29.65 374,097
Susan H.
Campbell 76,635 153,270 306,540 - - - - - - N/A
3/6/07 - - - - - - 2,991 7,478 25.50 155,014
5/22/07 - - - - 7,721 - 8,823 1,897 29.65 398,265

(1) The amounts indicated represent potential cash awards that could be paid
under our STIC Program. Awards can range from 50% to 200% of the target
amount if 75% to 133% of the performance metric is achieved, respectively.
Award would be $0 if threshold target is not achieved. See "Annual Cash
Incentives" section of the Compensation Discussion and Analysis for
discussion of this program. See the "Non-Equity Incentive Plan Comp."
column of the Summary Compensation Table above for the actual amounts
earned, which were paid in 2008.
(2) The amounts indicated represent performance-based non-qualified stock
options that were awarded under our SALT Program. The 2007 SALT Program
awards vest either at 100% or 0% on December 31, 2010 depending on whether
or not the Company achieves certain three-year performance measures. See
the "Long-Term Equity Awards" section of the Compensation Discussion and
Analysis for discussion of this program.
(3) The amounts indicated represent non-qualified stock option and restricted
stock awards that were granted under our LTIP program. The LTIP Program
stock option awards vest 25% at the end of each year, including the year
of grant. The LTIP Program restricted stock awards vest 50% at the end of
the second year, including the year of grant and 25% at the end of the
third and fourth year. See the "Long-Term Equity Awards" section of the
Compensation Discussion and Analysis for discussion of this program.
(4) The valuation of stock options and restricted stock are based on the
methodology set forth in notes 1 and 10 to our financial statements
included in our Annual Report on Form 10-K, which was filed with the SEC
on February 26, 2008.

Outstanding Equity Awards at 2007 Fiscal Year-End

The table beginning on the following page summarizes the number and terms of
stock option and restricted stock awards outstanding for each of the Named
Executive Officers as of December 28, 2007.

Option Awards Stock Awards
-------------------------------------------------------------------- ----------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Equity Plan Market or
Incentive Number Awards: Payout
Plan of Number of Value of
Awards: Shares Market Unearned Unearned
Number of Number of Number of of Value of Shares, Shares,
Securities Securities Securities Stock Shares of Units or Units or
Underlying Underlying Underlying Stock That Stock Other Other
Option Unexercised Unexercised Unexercised Option Option Award Have That Have Rights Rights That
Grant Options Options Unearned Exercise Expiration Grant Not Not That Have Have Not
Name Date Exercisable Unexercisable Options Price Date Date Vested Vested(4) Not Vested Vested
---- ---- ----------- ------------- ------- ----- ---- ---- ------ --------- ---------- ------
(#)(1) (#)(1) (#)(2) (#)(3) (#)

Thomas J.
Hook 9/1/04 31,558 18,442 - $16.70 8/31/14 10/5/04 5,000 $ 99,550 - -
3/31/05 14,056 4,686 - 18.24 3/30/15 2/11/05 7,000 139,370 - -
5/24/05 242 258 - 24.62 5/23/15 3/31/05 1,114 22,180 - -
6/8/05 - 25,431 - 23.60 6/7/15 2/12/06 2,523 50,233 - -
2/12/06 12,612 12,613 - 25.22 2/11/16 8/8/06 50,000 995,500 - -
8/8/06 - 25,000 41,996 22.38 8/7/16 3/6/07 12,592 250,707 - -
3/6/07 7,870 23,611 - 25.50 3/5/17 - - - - -
5/22/07 - - 37,920 29.65 5/21/17 - - - - -

Thomas J.
Mazza 11/10/03 4,122 543 - $37.51 11/9/13 10/1/04 200 $ 3,982 - -
7/1/04 2,800 - - 27.50 6/30/14 3/31/05 421 8,382 - -
2/11/05 2,420 2,580 - 16.99 2/10/15 2/12/06 908 18,078 - -
3/31/05 5,305 1,769 - 18.24 3/30/15 3/6/07 3,257 64,847 - -
6/8/05 - 6,684 - 23.60 6/7/15 5/22/07 9,607 191,275 - -
2/12/06 4,540 4,541 - 25.22 2/11/16 - - - - -
8/8/06 - - 8,695 22.38 8/7/16 - - - - -
3/6/07 2,035 6,108 - 25.50 3/5/17 - - - - -
5/22/07 - - 8,407 29.65 5/21/17 - - - - -

Mauricio
Arellano 11/10/03 1,719 227 - $37.51 11/9/13 10/1/04 1,000 $ 19,910 - -
5/25/04 3,200 1,800 - 26.65 5/24/14 3/31/05 389 7,745 - -
7/1/04 1,875 - - 27.50 6/30/14 2/12/06 747 14,873 - -
3/31/05 4,901 1,634 - 18.24 3/30/15 3/6/07 2,991 59,551 - -
6/8/05 - 6,176 - 23.60 6/7/15 5/22/07 8,823 175,666 - -
2/12/06 3,733 3,734 - 25.22 2/11/16 - - - - -
8/8/06 - - 8,142 22.38 8/7/16 - - - - -
3/6/07 1,869 5,609 - 25.50 3/5/17 - - - - -
5/22/07 - 3,794 7,721 29.65 5/21/17 - - - - -

Susan M.
Bratton
12/31/98 1,620 - - $15.00 12/30/08 11/15/02 200 $ 3,982 - -
9/24/99 402 - - 15.00 9/23/09 11/1/03 200 3,982 - -
1/1/00 1,880 - - 15.00 12/31/09 10/1/04 200 3,982 - -
2/16/00 1,000 - - 15.00 2/15/10 3/31/05 423 8,422 - -
1/1/01 1,178 - - 28.25 12/31/10 2/12/06 769 15,311 - -
2/5/01 1,350 - - 20.64 2/4/11 3/6/07 2,991 59,551 - -
5/18/01 4,000 - - 32.48 5/17/11 5/22/07 8,823 175,666 - -
1/1/02 2,037 - - 25.82 12/31/11 - - - - -
7/26/02 5,000 - - 25.36 7/25/12 - - - - -
7/1/03 5,000 - - 35.70 6/30/13 - - - - -
7/1/04 5,600 - - 27.50 6/30/14 - - - - -
3/31/05 5,334 1,778 - 18.24 3/30/15 - - - - -
6/8/05 - 6,721 - 23.60 6/7/15 - - - - -
2/12/06 3,843 3,843 - 25.22 2/11/16 - - - - -
8/8/06 - - 8,142 22.38 8/7/16 - - - - -
3/6/07 1,869 5,609 - 25.50 3/5/17 - - - - -
5/22/07 - - 7,721 29.65 5/21/17 - - - - -

Susan H.
Campbell
5/9/03 3,140 412 - $33.78 5/8/2013 11/1/03 200 $ 3,982 - -
7/1/03 3,750 - - 35.70 6/30/13 10/1/04 700 13,937 - -
7/1/04 2,800 - - 27.50 6/30/14 3/31/05 411 8,183 - -
10/5/04 2,500 - - 17.77 10/4/14 2/12/06 769 15,311 - -
3/31/05 5,190 1,730 - 18.24 3/30/15 3/6/07 2,991 59,551 - -
6/8/05 - 6,539 - 23.60 6/7/15 5/22/07 8,823 175,666 - -
2/12/06 3,843 3,843 - 25.22 2/11/16 - - - - -
8/8/06 - - 8,142 22.38 8/7/16 - - - - -
3/6/07 1,869 5,609 - 25.50 3/5/17 - - - - -
5/22/07 - 1,897 7,721 29.65 5/21/17 - - - - -

(1) Stock option awards become exercisable as follows:

Option Grant Date Vesting Schedule
----------------- ----------------

5/18/01, 5/9/03, 11/10/03, 5/25/04, See Other Equity Based Compensation discussion within the "Long-Term Equity
9/1/04, 2/11/05, 5/24/05 Awards" section of the Compensation Discussion and Analysis. The amount of stock
options exercisable is determined each year by the Compensation Committee and is
based upon the financial performance of the Company for the preceding year.
Notwithstanding the foregoing, the option becomes exercisable in full on the
seventh anniversary of the grant date if employment with the Company has not
terminated. The historical vesting of these awards is as follows: 1997 - 20.0%;
1998 - 21.95%; 1999 - 0.0%; 2000 - 20.0%; 2001 - 26.9%; 2002 - 15.1%; 2003 -
24.4%; 2004 - 15.6%; 2005 - 24.4%; 2006 24.0%; and 2007 16.0%.

5/22/07 See Other Equity Based Compensation discussion within the "Long-Term Equity
Awards" section of the Compensation Discussion and Analysis. The amount of stock
options exercisable is determined each year by the Compensation Committee and is
based upon the financial performance of the Company for the preceding year.
Notwithstanding the foregoing, the option becomes exercisable in full on the
seventh anniversary of the grant date if employment with the Company has not
terminated. The historical vesting of these awards is as follows: 2007 - 20.0%.

12/31/98, 1/1/00, 1/1/01, 1/1/02 Stock options become exercisable 33 1/3% on the anniversary of the grant date each
year for three years following the date of grant.

9/24/99, 2/16/00, 2/5/01, 7/26/02, Stock options become exercisable 33 1/3% on the last day of each fiscal year for
7/1/03, 7/1/04, 10/5/04 three years following the date of grant, including the year of grant.

3/31/05, 2/12/06, 3/6/07 See LTIP Program discussion within the "Long-Term Equity Awards" section of the
Compensation Discussion and Analysis. Stock options become exercisable 25% on the
last day of each fiscal year for four years following the date of grant, including
the year of grant.

6/8/05 The performance metrics for these awards have been met. Thus, stock options
become exercisable on December 31, 2008 with continued employment to that date.

8/8/06 Stock option becomes exercisable 25% on December 31, 2008, 25% on December 31,
2009 and 50% on December 31, 2010.

(2) Stock option awards become exercisable as follows:

Option Grant Date Vesting Schedule
----------------- ----------------

8/8/06 See SALT Program discussion within the "Long-Term Equity Awards" section of the
Compensation Discussion and Analysis. Stock options become exercisable on December
31, 2009 if certain performance goals are met.

5/22/07 See SALT Program discussion within the "Long-Term Equity Awards" section of the
Compensation Discussion and Analysis. Stock options become exercisable on December
31, 2010 if certain performance goals are met.

(3) Stock awards vest as follows:

Stock Award Grant Date Vesting Schedule
---------------------- ----------------

11/15/02, 11/1/03, 10/1/04, 10/5/04, Stock awards vest upon the achievement of certain earnings per share targets.
2/11/05 Notwithstanding the foregoing, the awards vest in full on the seventh anniversary
of the grant date if employment with the Company has not terminated. The earnings
per share targets are as follows: 2002 grant - $2.00; 2003 grant - $2.40; and 2004
& 2005 grants - $2.88.

3/31/05, 2/12/06, 3/6/07 See LTIP Program discussion within the "Long-Term Equity Awards" section of the
Compensation Discussion and Analysis. Stock awards vest 50% at the end of the
second year following the year of grant, including the year of grant and 25% at
the end of the third and fourth year.

8/8/06 Stock award vests 25% on December 31, 2008, 25% on December 31, 2009 and 50% on
December 31, 2010.

5/22/07 See Other Equity Based Compensation discussion within the "Long-Term Equity
Awards" section of the Compensation Discussion and Analysis. Stock awards vest 50%
at the end of the second year following the year of grant, including the year of
grant and 25% at the end of the third and fourth year.

(4) Market value of shares of stock that have not vested is calculated as the
product of the closing price of our stock on December 28, 2007 of $19.91
and the number of unvested shares.

2007 Option Exercises and Stock Vested

The following table summarizes the number of stock option awards exercised
and the value realized upon exercise during 2007 for the Named Executive
Officers, as well as the number of stock awards vested and the value realized
upon vesting.

Option Awards Stock Awards
------------------------------ ---------------------------
Number of
Number of Value Shares Value
Shares Acquired Realized on Acquired on Realized on
Name on Exercise (#) Exercise(1) Vesting (#) Vesting(2)
---- --------------- ----------- ----------- ----------

Thomas J. Hook -- $ -- 3,635 $ 72,373

Thomas J. Mazza -- -- 1,328 26,440

Mauricio Arellano -- -- 1,134 22,578

Susan M. Bratton 4,500 111,362 1,190 23,693

Susan H. Campbell -- -- 1,179 23,474

(1) Based upon the difference between the price of the Company's Common Stock
on the New York Stock Exchange at the time of exercise and the exercise
price for the stock options exercised.

(2) Based upon the closing price of the Company's Common Stock on the New York
Stock Exchange on the date the stock awards vested.

Pension Benefits and Nonqualified Deferred Compensation Tables

These tables are not required as we do not offer our Named Executive Officers
the pension or nonqualified deferred compensation benefits required to be
reported in these tables. See the "Change in Control Agreements" and "Employment
Agreements" section of the Compensation Discussion and Analysis for a
description of potential post-employment payments.

CORPORATE GOVERNANCE AND BOARD MATTERS

The business of the Company is managed under the direction of the Board. The
Board has adopted Corporate Governance Guidelines (the "Guidelines") for the
Company that reflect the Company's commitment to good corporate governance. The
full text of the Guidelines is posted in the Investor Relations section of the
Company's website at www.greatbatch.com under "Governance."

The Board has also adopted a Code of Business Conduct and Ethics for all
directors, executive officers and employees of the Company. The full text of the
code is posted in the Investor Relations section of the Company's website. The
Company intends to post on its website any amendment to or waiver from any
provision in the Code of Business Conduct and Ethics that relates to any element
of the standards enumerated in the rules of the Securities and Exchange
Commission.

A copy of the Guidelines and the Code of Business Conduct and Ethics may be
obtained without charge by any stockholder of record by written request made to
the Manager of External Reporting and Investor Relations, Greatbatch, Inc.,
10000 Wehrle Drive, Clarence, New York 14031.

Board Independence

Except for Mr. Hook and Edward F. Voboril, the former Chairman of the Board who
retired on January 31, 2008, all of the Company's directors are independent
under the standards set by the New York Stock Exchange's Corporate Governance
Listing Standards, as amended, and consistent with the Company's Guidelines. The
Guidelines specify the criteria by which the independence of the Company's
directors will be determined and provide that a director is independent if the
director is neither a current or former employee or officer of the Company, the
director does not receive any remuneration from the Company, either directly or
indirectly, in any capacity other than as a director, and the director is not a
partner or controlling stockholder or executive officer of any organization that
has a business relationship with the Company. When making an independence
determination, the Board endeavors to consider all relevant facts and
circumstances.

In making determinations of independence, the Board also uses categorical
standards set forth by the New York Stock Exchange to assist it in making
independence determinations. Under these standards, absent other material
relationships with the Company that the Board believes to jeopardize a
director's independence from management, a director will be independent unless
the director or any of his or her immediate family members had any of the
following relationships with the Company: employment during any of the past
three years (as an executive officer in the case of family members); the receipt
of more than $100,000 per year in direct compensation (other than director fees)
during any of the past three years; affiliation or employment with a present or
former internal or external auditor during any of the past three years;

employment with another company where any executive officers of the Company
serve on that company's compensation committee during any of the past three
years; being an executive officer of a charitable organization to which the
Company contributed the greater of $1 million or 2% of such charitable
organization's consolidated gross revenues in any single fiscal year during the
preceding three years; or being an executive officer of a company that makes
payments to, or receives payments from, the Company for property or services in
a fiscal year in an amount in excess of the greater of $1 million or two percent
(2%) of such other company's consolidated gross revenues.

In accordance with the Guidelines, the Board undertook its annual review of
director independence. During this review, the Board considered the materiality
of any relationships with the Company from the director's perspective and the
perspective of any persons or organizations with which the director is
affiliated. Material relationships may include commercial, industrial, banking,
consulting, legal, accounting, charitable or familial relationships and can also
be indirect, such that serving as a partner or officer, or holding shares, of an
organization that has a relationship with the Company may cause the director not
to be independent. As provided in the Guidelines, the purpose of this review was
to determine whether any such relationships or transactions existed that were
inconsistent with a determination that the director is independent.

Pursuant to the Guidelines and following the review described above, the Board
has affirmatively determined that no current director has a material
relationship with the Company that is inconsistent with a determination of
independence, except Mr. Hook. Therefore, the Board affirmatively determined
that all the current directors, with the exception of Mr. Hook, are independent.

Meetings and Committees of the Board

The Board has standing Audit, Compensation and Organization, Corporate
Governance and Nominating and Science and Technology Development Committees.
Each committee has a written charter posted on the Investor Relations section of
the Company's website under "Governance." Copies of the charters may be obtained
without charge by any stockholder of record by written request made to the
Manager of External Reporting and Investor Relations, Greatbatch, Inc., 10000
Wehrle Drive, Clarence, New York 14031.

The Board held twelve meetings in 2007. Each director attended at least 75% of
the meetings of the Board and meetings of the committees of the Board on which
each director served. All of the Company's directors attended the 2007 annual
meeting of stockholders. The Company requests, but has no formal policy
regarding director attendance at its annual meeting of stockholders.

Audit Committee - The Audit Committee consists of Messrs. Summer (Chair), Melia,
Summers and Wareham. In January 2008, Mr. Summer notified the Company that he
will not stand for re-election at its 2008 Annual Meeting of Stockholders
because of responsibilities associated with a new employment position that he
recently accepted. Mr. Summer will complete his current term as a director of
the Company and Chair of the Audit Committee, which continues until the 2008
Annual Meeting of Stockholders. Mr. Melia has been designated as the successor
to Mr. Summer to serve as Chair of the Audit Committee after the 2008 Annual
Meeting of Stockholders. The Audit Committee's primary purpose is assisting the
Board in overseeing the (i) integrity of the Company's financial statements,
(ii) Company's compliance with legal and regulatory requirements, (iii) the
Company's independent registered public accounting firm qualifications and
independence, (iv) performance of the Company's internal audit function and
independent registered public accounting firm and (v) Company's system of
disclosure controls and system of internal controls regarding finance,
accounting, legal compliance, related person transactions and ethics that
management and the Board have established. The Audit Committee had nine meetings
in 2007.

Compensation and Organization Committee - The Compensation and Organization
Committee consists of Messrs. Summers (Chair), Soderberg and Summer. The
Compensation and Organization Committee's primary purpose is establishing the
Company's executive compensation philosophy that will attract, retain and
motivate superior executives and ensure that senior executives of the Company
and its wholly owned subsidiaries are compensated appropriately in a manner
consistent with the compensation philosophy, internal equity considerations,
competitive practice and the requirements of the appropriate regulatory bodies.
The Compensation and Organization Committee also administers the Company's 1997
and 1998 Stock Option Plans, the Company's 2002 Restricted Stock Plan and the
Company's 2005 Stock Incentive Plan. The Compensation and Organization Committee
had seven meetings in 2007.

Corporate Governance and Nominating Committee - The Corporate Governance and
Nominating Committee consists of Ms. Bailey (Chair), Messrs. Sanford and
Soderberg, Dr. Miller and Dr. Wisniewski. The Corporate Governance and
Nominating Committee identifies qualified individuals to become members of the
Board, recommends to the Board the selection of director nominees, develops and
recommends to the Board a set of corporate governance principles applicable to
the Company and evaluates the effectiveness of the Board. The Corporate
Governance and Nominating Committee reviews with the Board, on an annual basis,
the composition of the Board and whether the Company is being well served by the
directors taking into account their independence, age, skills, experience and
availability for service. The Corporate Governance and Nominating Committee
recommends director nominees to the Board considering the factors discussed
above, provided that no director may sit on the board of, or beneficially own
stock in (other than through mutual funds or similar non-discretionary,

undirected arrangement), any of the Company's competitors in its principal lines
of business. The Corporate Governance and Nominating Committee may, and has sole
authority to, retain a search firm to assist in identifying qualified director
candidates. Kevin C. Melia and Dr. Helena S. Wisniewski each were initially
identified as a potential candidate for election to the Board by a search firm
retained by the Corporate Governance and Nominating Committee. The Corporate
Governance and Nominating Committee's policy is to consider director candidates
recommended from all sources, including stockholder recommendations, to the
extent those candidates will improve the Board's composition based on the
factors discussed above. The Corporate Governance and Nominating Committee uses
the same process for evaluating candidates for director regardless of the source
of the recommendation. Stockholders wishing to submit recommendations for
candidates to the Board must supply information in writing regarding the
candidate to the Corporate Governance and Nominating Committee at the Company's
executive offices at 10000 Wehrle Drive, Clarence, New York 14031. The
information should include, at a minimum, the candidate's name, biographical
information, qualifications and availability for service. The Corporate
Governance and Nominating Committee had seven meetings in 2007.

Science and Technology Development Committee - The Science and Technology
Development Committee consists of Dr. Miller (Chair), Mrs. Bailey, Messrs. Hook,
Melia and Wareham and Dr. Wisniewski. The Science and Technology Development
Committee periodically examines management's direction and investment in the
Company's research and development, as well as in its technology initiatives and
advises the Board on scientific matters that include major internal projects,
interaction with academic and other outside research organizations and the
acquisition of technologies and products. The Science and Technology Development
Committee had five meetings in 2007.

Executive Sessions of the Board

The independent non-management directors, consisting of all current directors
except for Mr. Hook, meet without management at regularly scheduled executive
sessions at the conclusion of each regular quarterly Board meeting and at such
other times as they deem appropriate.

Communications with the Board

Any stockholder or interested party who wishes to communicate with Board members
or with the Chairman of the Board may do so electronically by sending an e-mail
to Messrs. Sanford or Summer via the Whistleblower Information page of the
Investor Relations section of the Company's website (www.greatbatch.com) under
"Governance", by leaving a confidential voicemail message for either Mr. Sanford
(716-759-5501) or Mr. Summer (716-759-5508), or by writing to the following
address: Board of Directors, Greatbatch, Inc., 10000 Wehrle Drive, Clarence, NY
14031.

Compensation and Organization Committee Interlocks and Insider Participation

In fiscal year 2007, Messrs. Summer, Summers and Soderberg served on the
Compensation and Organization Committee. No person who served as a member of the
Compensation and Organization Committee during fiscal year 2007 was (i) an
officer or employee of the Company or any of its subsidiaries during such fiscal
year (ii) formerly an officer of the Company or any of its subsidiaries or (iii)
had any relationship requiring disclosure by the Company under Item 404 of
Regulation S-K under the Securities Act of 1933.

Director Compensation

The Company uses a combination of cash and stock-based incentive compensation to
attract and retain qualified candidates to serve on our Board. In setting
director compensation, the Company considers the significant amount of time that
directors expend in fulfilling their duties to the Company as well as the
skill-level required for members of the Board. Directors who are also employees
of the Company receive no additional remuneration for services as a director.

Cash Compensation - For 2007, each non-employee director received an annual
retainer of $30,000.

In addition to their annual retainer, directors received cash payments as
follows:

Lead Independent Director $20,000
Audit Committee Chair $10,000
Compensation & Organization Committee Chair $ 7,500
Corporate Governance & Nominating Committee Chair $ 5,000
Science & Technology Committee Chair $ 5,000
Committee Meeting Fees $ 1,000 per meeting attended
$ 500 per telephonic meeting

Equity Compensation - Equity-based compensation awarded to non-employee
directors is based upon the guidelines of the LTIP Program. For 2007, each
non-employee director received $60,000 of equity based compensation. The equity
compensation was comprised of 1/2 non-qualified stock options and 1/2 restricted
stock. The amount of stock options awarded is calculated using the Black-Scholes
value of our stock on the date of grant. The amount of restricted shares granted
is calculated using the closing price of the Company's Common Stock on the date
of grant. For 2007, all equity-based awards vested immediately.

Retirement - Upon Board approved retirement, each outstanding director receives

o immediate vesting of any unvested equity-based awards; and
o the right to exercise all outstanding stock options for a period of
3 years.

All awards and changes to director's compensation are approved by the Board.

The following table contains information concerning the total compensation
earned by each individual who served as a director of Greatbatch during 2007,
other than directors who are also Named Executive Officers:

Change in
Fees Pension Value
Earned or Non-Equity and
Paid in Stock Option Incentive Non-Qualified All Other
Cash Awards Awards Plan Comp. Deferred Comp. Comp.
Name ($)(1) ($)(2) ($)(2) ($)(3) Earnings(3) ($)(3) Total ($)
---- ------ ------ ------ ------ ----------- ------ ---------

Pamela G. Bailey $ 46,000 $ 34,374 $ 33,479 $ -- $ -- $ -- $ 113,853
Kevin C. Melia 16,500 -- 5,439 -- -- -- 21,939
Dr. Joseph A. Miller, Jr. 46,000 34,374 33,479 -- -- -- 113,853
Bill R. Sanford 56,000 34,374 33,479 -- -- -- 123,853
Peter H. Soderberg 40,500 34,374 33,479 -- -- -- 108,353
Thomas S. Summer 51,000 34,374 33,479 -- -- -- 118,853
William B. Summers, Jr. 50,500 34,374 33,479 -- -- -- 118,353
John P. Wareham 42,000 34,374 33,479 -- -- -- 109,853
Edward F. Voboril(4) 228,942 811,109 846,791 267,500 -- 40,550 2,194,892

(1) The amounts indicated represent the amount earned for retainers, committee
meeting fees or, in the case of Mr. Voboril, payments made in accordance
with an existing employment agreement, which were paid in cash. See note 4
below. For fiscal year 2007, each director was able to elect to receive
all or a portion of his or her annual retainer in the form of Greatbatch
Common Stock in lieu of cash. For 2007, all of the directors elected to
receive 100% of their retainer in cash.
(2) The amounts indicated represent the aggregate dollar amount of
compensation expense related to restricted stock and stock option awards
granted that was recognized in our financial statements during 2007 and
includes amounts from awards granted prior to 2007. The determination of
this expense is based on the methodology set forth in notes 1 and 10 to
our financial statements included in our Annual Report on Form 10-K, which
was filed with the SEC on February 26, 2008. In 2007, each non-employee
director other than Mr. Melia received restricted stock awards and stock
options with an aggregate grant date fair value of $34,374 and $29,993,
respectively. Mr. Melia received stock options with an aggregate grant
date fair value of $55,500. No director stock or option awards were
repriced or materially modified during 2007. The aggregate number of stock
options held by each director at December 28, 2007 was as follows: Pamela
G. Bailey - 18,420; Kevin C. Melia - 5,000; Dr. Joseph A. Miller - 13,170;
Bill R. Sanford Jr. - 18,420; Peter H. Soderberg - 18,420; Thomas S.
Summer - 13,420; William B. Summers, Jr. - 18,420; John P. Wareham -
12,920; and Edward F. Voboril - 439,384. The aggregate number of stock
awards held by Edward F. Voboril at December 28, 2007 was 73,475.
(3) The aggregate amount of perquisites and other personal benefits provided
to any non-employee director did not exceed $10,000 in 2007. The amounts
for Mr. Voboril which are in excess of $10,000 include: 401(k)
Contribution - $15,298 and Auto allowance - $14,400. The remaining All
Other Compensation relates to benefits received in accordance with Mr.
Voboril's employment agreement. See note 4 below.
(4) Effective August 8, 2006, Mr. Voboril was succeeded by Mr. Hook as
President & Chief Executive Officer but continued to serve as Chairman
until his retirement on January 31, 2008. In order to ensure the
successful implementation of his succession plan, in June 2006 the Company
entered into an employment agreement with Mr. Voboril that provided
certain benefits, including a base salary of $225,000 from January 1, 2007
to January 31, 2008 and an award of 50,879 shares of Common Stock on
December 31, 2007.

On December 10, 2007, the Board, on the recommendation of the Corporate
Governance and Nominating Committee of the Board, approved a new compensation
program for non-employee Directors effective beginning in 2008. Consistent with
current best practices, the Board reviews, with the assistance of information
provided by Ernst & Young, director compensation every 2 to 3 years. The last
review was performed in 2005.

Under the new program, the annual cash retainer will be $30,000. For each
meeting of the Board in excess of five attended by a Director in any calendar
year, the Director will be paid a meeting fee of $1,000. The Company will pay
$1,000 for each Board committee meeting attended in person or telephonically. In
the case of a committee chairperson, additional retainers will be paid as
follows: Audit Committee chair, $20,000; Compensation and Organization Committee
chair, $15,000; Corporate Governance and Nominating Committee chair, $10,000;
and Science and Technology Development Committee chair, $10,000.

In addition, each non-employee director will receive an annual incentive award
under the Company's 2005 Stock Incentive Plan equal in value to $120,000 and
consisting of 1/2 in shares of Common Stock (based on the closing price of the
Common Stock on the date of grant) and 1/2 in stock options (computed using the
Black-Scholes method), each of which vests on the last day of the fiscal year in
which the award was made.

The Non-Executive Chairman will be paid an additional annual cash retainer of
$40,000 and annual additional equity compensation of $60,000. The additional
equity compensation shall be awarded at the same time and in the same manner as
the annual equity compensation paid to each non-employee Director. The stock
options granted will have an exercise price equal to the closing price of the
Common Stock as of the close of business on the grant date.

On the date a non-employee first becomes a member of the Board, such
non-employee Director shall be granted a stock option award for Common Stock
equal in value to $100,000. The shares granted under such stock option have an
exercise price equal to the closing price of the Common Stock as of the close of
business on the grant date. Each such stock option shall be exercisable in three
equal annual installments beginning on the first occurrence of December 31 which
is at least six months after the date of grant.

Related Person Transactions

The Board has adopted a written policy setting forth procedures for the review,
approval and monitoring of transactions involving the Company and related
persons (directors and executive officers or their immediate family members). A
copy of the Company's policy on related person transactions is available in the
Investor Relations section of the Company's website at www.greatbatch.com under
"Governance." Under this policy, every proposed transaction between the Company
and a director, executive officer, a nominee director, stockholder owning in
excess of 5% of the Company or any immediate family member or entity of the
foregoing persons involving an amount in excess of $100,000 and in which the
related person will have a direct or indirect material interest, must be
approved or ratified by the Audit Committee. If the transaction involves a
related person who is a director or an immediate family member of a director,
such director may not participate in the deliberations or vote regarding such
approval. In the event management determines it is impractical or undesirable to
wait until an Audit Committee meeting to consummate a related person
transaction, the Chairperson of the Audit Committee may review and approve the
related person transaction. The Chairperson of the Audit Committee will report
any such approval to the Audit Committee at the next regularly scheduled
meeting. All related person transactions are reported by the Audit Committee to
the Board. In the event the Company becomes aware of a related person
transaction that has not been approved, the matter shall be reviewed by the
Audit Committee who shall evaluate all options available to the Company,
including ratification, revision or termination of such transaction. The Audit
Committee will also examine the facts and circumstances pertaining to the
failure of such transaction to have been presented to the Audit Committee and
shall take any such action as deemed appropriate under the circumstances. The
Board has determined that there were no related person transactions as defined
above that occurred in 2007.

Audit Committee Report

The Audit Committee currently consists of Messrs. Summer (Chair), Melia, Summers
and Wareham, each of whom the Board has determined is "independent" in
accordance with applicable laws and the listing standards of the New York Stock
Exchange and qualifies as an "audit committee financial expert" under applicable
rules of the Securities and Exchange Commission. The Audit Committee functions
pursuant to a written charter, a copy of which is posted in the Investor
Relations section of the Company's website at www.greatbatch.com under
"Governance."

The Audit Committee reviewed and discussed the information contained in the 2007
first, second, third and fourth quarter earnings announcements with management
of the Company and its independent registered public accounting firm prior to
public release. They also reviewed and discussed the information contained in
the 2007 first, second and third quarters' Forms 10-Q and full year Form 10-K
with management of the Company and its independent registered public accounting
firm prior to filing with the Securities and Exchange Commission. In addition,
the Audit Committee met regularly with management, internal auditors and the
independent registered public accounting firm on various financial and
operational matters, including to review plans and scope of audits and audit
reports and to discuss necessary action.

In connection with the Company's fiscal 2007 consolidated financial statements,
the Audit Committee has:

o reviewed and discussed with management the Company's audited
consolidated financial statements as of and for fiscal 2007;

o discussed with the Company's independent registered public
accounting firm the matters required to be discussed by Statement on
Auditing Standards No. 114, The Auditor's Communication with those
Charged with Governance, and SEC rule 2-07; and

o received and reviewed the written disclosures and the letter from
the Company's independent registered public accounting firm required
by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence
Standards Board, and has discussed with the independent registered
public accounting firm its independence.

Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board, and the Board approved, that the audited consolidated
financial statements referred to above be included in the Company's Annual
Report on Form 10-K for fiscal 2007.

Respectfully submitted,

Thomas S. Summer (Chair)
Kevin C. Melia
William B. Summers, Jr.
John P. Wareham

Members of the Audit Committee

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal intended to be considered for
inclusion in the proxy statement for presentation at the Company's 2009 Annual
Meeting of Stockholders must submit such proposal so that the Company receives
it by December 24, 2008. The proposal should be submitted to the Company's
offices in Clarence, New York by certified mail, return receipt requested, and
should be directed to the Vice President, General Counsel & Secretary of the
Company. In addition, the Company's by-laws require that notice of any business
proposed by a stockholder to be brought before an annual meeting, whether or not
proposed for inclusion in the Company's proxy statement, must be received by the
Secretary of the Company not later than 90 days in advance of the anniversary
date of the prior year's annual meeting, which for business proposed for the
2009 Annual Meeting is February 19, 2009.

OTHER MATTERS

Management does not know of any matters to be presented at this Annual Meeting
other than those set forth in this proxy statement and in the notice
accompanying this proxy statement. If other matters should properly come before
the Annual Meeting, it is intended that the proxy holders will vote on such
matters in accordance with their best judgment.

A copy of the Company's Annual Report on Form 10-K for fiscal year 2007 may be
obtained without charge by any stockholder of record by written request made to
Christopher J. Thome, Manager of External Reporting and Investor Relations,
Greatbatch, Inc., 10000 Wehrle Drive, Clarence, New York 14031. Additionally,
the Company's Annual Report on Form 10-K for fiscal year 2007 may be obtained
through the Financial Information link of the Investor Relations section of the
Company's website under "SEC Filings."

By Order of the Board of Directors,

/s/ Timothy G. McEvoy

Timothy G. McEvoy
Vice President, General Counsel & Secretary

Clarence, New York
April 23, 2008

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE PROPOSALS. Please
Mark Here
for Address |_|
Change or
Comments
SEE REVERSE SIDE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

1. ELECTION OF DIRECTORS
FOR WITHHOLD
Nominees: the nominees listed AUTHORITY
01 Pamela G. Bailey 06 Peter H. Soderberg at left (except as to vote for the
02 Thomas J. Hook 07 William B. Summers, Jr. marked to the nominee(s)
03 Kevin C. Melia 08 John P. Wareham contrary) listed at left
04 Dr. Joseph A. Miller, Jr. 09 Dr. Helena S. Wisniewski
05 Bill R. Sanford |_| |_|

(To withhold authority to vote for any individual nominee write his or her name in the space below):

----------------------------------------------------------------------------------------------------

2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT FOR AGAINST ABSTAIN
REGISTERED PUBLIC ACCOUNTING FIRM FOR GREATBATCH, INC. FOR FISCAL YEAR
2008. |_| |_| |_|

3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments.

I PLAN TO ATTEND THE
ANNUAL MEETING |_|

Signature _________________________________________ Signature _________________________________________ Date ________________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such.

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WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.

Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to the annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.

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INTERNET TELEPHONE
http://www.proxyvoting.com/gb 1-866-540-5760
Use the internet to vote your proxy. Use any touch-tone telephone to
Have your proxy card in hand OR vote your proxy. Have your proxy
when you access the web site. card in hand when you call.
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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

PROXY GREATBATCH, INC. PROXY

10000 WEHRLE DRIVE
CLARENCE, NEW YORK 14031
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON MAY 20, 2008

The undersigned hereby appoints Thomas J. Mazza and Timothy G. McEvoy, and
each of them, proxies with the powers the undersigned would possess if
personally present and with full power of substitution, to vote all shares of
common stock of the undersigned at the Annual Meeting of Stockholders of
Greatbatch, Inc. to be held at 10:00 a.m. on May 20, 2008 at The Mansion on
Delaware Avenue, 414 Delaware Avenue, Buffalo, New York 14202, and at any
adjournment, upon matters described in the Proxy Statement furnished with this
proxy card and all other subjects that may properly come before the meeting.

IF NO DIRECTIONS ARE GIVEN, THE INDIVIDUALS DESIGNATED ABOVE WILL VOTE FOR
THE NOMINEES FOR DIRECTOR LISTED IN THE PROXY STATEMENT FURNISHED WITH THIS
PROXY CARD, FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP, AND AT THEIR
DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

If you have a beneficial interest in shares allocated to your account
under the Greatbatch, Inc. 401(k) Retirement Plan, then this card also
constitutes your voting instructions to the trustee of that plan. If you do not
submit a proxy or otherwise provide voting instructions, or if you do not attend
the annual meeting and vote by ballot, the trustee of that plan will vote the
shares in the same manner and in the same proportion as the shares for which
voting instructions are received, except that the trustee, in the exercise of
the trustee's fiduciary duties, may determine that the trustee must vote the
shares in some other manner. If you plan to attend the meeting, please check the
appropriate box on your proxy card and return the proxy card.

(Continued and to be marked, dated and signed, on the other side)

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Address Change/Comments (Mark the corresponding box on the reverse side)
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