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 [_________________], an employee of the Company or an employee of a subsidiary of the
Company (the "Employee") 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 Employee 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
Employee 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 Employee's not experiencing a termination of employment from the Company or its subsidiaries
for any reason during the following vesting period, the interest of the Employee in the Stock Units shall vest, and
Shares shall be issued in accordance with Section 3 below, as follows: 25% of the Shares shall vest on each
anniversary of the Grant Date for four years. Therefore, provided the Employee has not ceased being an
employee of the Company or its subsidiaries prior to the close of business on the fourth anniversary of the Grant
Date, the interest of the Employee 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 Employee ceases to be employed by the Company
or its subsidiaries for any reason including as a result of the Employee's death or disability (within the meaning of
Section 22(e)(3) of the Code)