CHANGE IN CONTROL AGREEMENT
AGREEMENT by and between Osteotech, Inc., a Delaware corporation (the "Company"), and James L.
Russell (the "Executive"), dated as of the 8th day of September, 1997.
The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in Section
1(e)) of the Company. The Board believes it is imperative to diminish the distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the event of any threatened or pending
Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in
Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and that
such compensation and benefits are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
For purposes of this Agreement:
(a) An "Affiliate" means any member of the same affiliated group (within the meaning of Section 1504 of the
Internal Revenue Code of 1986, as amended (the "Code"),determined without regard to Section 1504(b) of the
Code), that includes the Company.
(b) The Executive's "Base Period Compensation" is (i) the average annual "compensation" (as defined below)
which was includible in his gross income for his base period (i.e., his most recent five taxable years or such lesser
number of taxable years or portions thereof during which the Executive performed services for the Company
ending before the date of the Change in Control); and (ii) if Exec