1991 STOCK OPTION PLAN, AS AMENDED(1)
1. Purpose. The purpose of the 1991 Stock Option Plan, as amended, of Osteotech, Inc. is to provide incentive
to employees of the Corporation, as defined below, including officers, directors, and consultants, to encourage
such individuals proprietary interest in the Corporation, to encourage such individuals to remain in the employ of
the Corporation, and to attract to the Corporation individuals of experience and ability.
a. "Board" shall mean the Board of Directors of the Company.
b. "Code" shall mean the Internal Revenue Code of 1986, as amended.
c. "Committee" shall mean the Compensation Committee, which is appointed by the Board, and which shall be
composed of solely of two or more Non-Employee Directors.
d. "Common Stock" shall mean the $.01 par value Common Stock of the Company.
e. "Company" shall mean Osteotech, Inc., a Delaware corporation.
f. "Corporation" shall mean and include the Company and any parent or subsidiary corporation thereof, within the
meaning of Section 424 of the Code.
g. "Disability" shall mean the condition of an Employee who is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not less than twelve
(12) months, all within the meaning of Section 22(e)(3) of the Code.
(1) The Osteotech, Inc. 1991 Stock Option Plan (the "1991 Plan"), as amended, was amended by the Board on
October 22, 1992 and on January 28, 1993. Such amendments were approved by the Stockholders on June 24,
1993. The 1991 Plan was further amended by the Board on October 28, 1993 and February 13, 1994. Such
amendments were approved by the Stockholders on June 23, 1994. The 1991 Plan was further amended by the
Board on July 31, 1997 and March 26, 1998. Such amendments were approved by the Stockholders on June 4,