STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement"), is dated as of [___________, ______], by and between
OSTEOTECH, INC., a Delaware corporation (the "Company"), and
[____________] (the "Optionee"), pursuant to the Company's 2000 Stock Plan (the "Plan").
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and Optionee hereby agree as follows:
1. Grant of Option.
The Company hereby grants to Optionee, effective as of the date set forth above (the "Grant Date"), the right and
option (hereinafter called the "Option") to purchase up to an aggregate of [________] shares of common stock,
par value $0.01 per share (the "Common Stock"), of the Company at a price of $[_____] per share, upon the
terms and conditions set forth in this Agreement and in the Plan. This Option is intended to be an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Option shall terminate at the close of business ten (10) years from the Grant Date, or such shorter period as is
prescribed herein. Optionee shall not have any of the rights of a stockholder with respect to the shares subject to
the Option until such shares shall be issued to Optionee upon the proper exercise of the Option.
2. Duration and Exercisability.
(a) Subject to the terms and conditions set forth herein, this Option shall become exercisable by the Optionee for
the following installments of shares of Common Stock in accordance with the following schedule. The Optionee
must be employed by the Company on the relevant anniversary date set forth below in order for the
corresponding installment to become exercisable. As the Option becomes exercisable for such installment, those
installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the
Option expires pursuant to Section 1 or terminates pursuant to Section 3 or
(b) During the l