1991 INDEPENDENT DIRECTORS’ STOCK OPTION PLAN, AS AMENDED
1. Purpose and Persons Covered. The purpose of the 1991 Independent Directors’ Stock Option Plan, as
amended, of Osteotech, Inc. is to provide compensation to Independent Directors for joining and serving on the
(a) “Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Change of Control” shall mean:
(i) a “Board Change” which, for purposes of this Agreement, shall have occurred if a majority of the
seats (not counting vacant seats) on the Board were to be occupied by individuals who were neither
(A) nominated by a majority of the Incumbent Directors nor (B) appointed by directors who were
originally nominated by a majority of the Incumbent Directors. An “Incumbent Director” is a member
of the Board who has been either (A) nominated by a majority of the directors of the Company then
in office or (B) appointed by directors who were nominated by a majority of the directors of the
Company then in office, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board; or
(1) The Osteotech, Inc. 1991 Independent Directors’ Stock Option Plan, as amended, was amended by the
Board on October 22, 1992 and such amendment was approved by the Stockholders on June 24, 1993;
further amendments not requiring Stockholder approval were approved by the Board on October 28, 1993;
and further amendments were adopted by the Board on January 25, 1996 and approved by the
Stockholders on June 6, 1996.
(ii) the ac