2000 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), is dated as of
[____________, _____] (the "Grant Date") by and between Osteotech, Inc., a Delaware corporation (the
"Company"), and [_________________], a consultant of the Company or a subsidiary of the Company (the
"Consultant") located at _______________________________________, pursuant to the Company's
Amended and Restated 2000 Stock Plan (the "Plan").
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and Consultant hereby agree as follows:
1. Grant of Stock Units.
Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the
Consultant restricted stock units ("Stock Units") covering [__________] shares (the "Shares") of the Company's
common stock (the "Common Stock"). Each Stock Unit represents one share of Common Stock.
2. Vesting Schedule.
(a) Subject to the Consultant's not experiencing a termination of service from the Company or its subsidiaries for
any reason during the following vesting period, the interest of the Consultant in the Stock Units shall vest, and
Shares shall be issued in accordance with Section 3 below, as follows:
Therefore, provided the Consultant has not ceased being a consultant of the Company or its subsidiaries prior to
the close of business on the last day provided for in the schedule of vesting dates above, the interest of the
Consultant in the Stock Units shall become fully vested on that date, and all Shares will have been issued in
accordance with Section 3 below on or prior to that date.
(b) Except as otherwise provided for in this Agreement, if the Consultant ceases to be a consultant of the
Company or its subsidiaries for any reason including as a result of the Consultant's death or disability (within the
meaning of Section 22(e)(3) of the Code) prior to the end of the Restriction