REGENERATION TECHNOLOGIES, INC.
2004 EQUITY INCENTIVE PLAN
1. Background . The purpose of the Regeneration Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) is to
facilitate the ability of Regeneration Technologies, Inc., a Delaware corporation (the “Corporation”), and its Affiliates (as
defined below) to attract, motivate and retain key personnel through the use of equity-based incentive compensation awards
2. Certain Definitions . Under the Plan, except where the context otherwise indicates, the following definitions shall
(a) “Affiliate” shall mean any entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the Corporation (including, but not limited to, joint ventures, limited liability companies, and
partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of
all classes of stock or interests of the entity.
(b) “Board” shall mean the Board of Directors of the Corporation.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Common Stock” shall mean shares of the Corporation’s common stock, par value of $.001 per share.
(e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(f) “Fair Market Value” of a share of Common Stock, as of any date, shall mean, unless otherwise required by the Code or
determined by the Committee:
(i) the last reported sale price of the Common Stock on the Nasdaq National Market or, if no such reported sale takes
place on any such day, the average of the closing bid and asked prices, or
(ii) if such Common Stock shall then be listed on a national securities exchange, the last reported sale price or, if no
such reported sale takes place on any such day, the average of the closing bid and asked prices on the principal national
securities exchange on which the Common Stock i