STOCK OPTION AGREEMENT
CLIFF VESTING OPTION
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 not 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) Except as otherwise provided in Section 2(b) hereof and subject to the terms and conditions set forth herein,
this Option shall become exercisable by the Optionee for all of the shares of Common Stock issuable hereunder
on the third anniversary of the Grant Date. The Optionee must be employed by the Company on such third
anniversary date in order for this option to become exercisable.
(b) Notwithstanding the provisions of Section 2(a) hereof, this Option shall become exercisable upon the
satisfaction of the accelerated vesting conditions set forth in Exhibit A hereto (the "Accelerated Vesting