2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT , is dated as of [dateandyear] (the “Grant Date”)
by and between Osteotech, Inc., a Delaware corporation (the “Company”), and [Name], an employee of the
Company or an employee of a subsidiary of the Company (the “Employee”) located at [Address], pursuant to
the Company’s 2007 Stock Incentive 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:
Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the
Employee restricted stock units (as adjusted in accordance with the last sentence of this paragraph, the “Stock
Units”) covering [Units] shares (the “Shares”) of the Company’s common stock (the “Common Stock”). Each
Stock Unit represents one share of Common Stock. The number of restricted stock units that will be issued to
the Employee may be increased or decreased in accordance with the terms and conditions set forth on
Schedule A hereto.
(a) Subject to the limitations contained herein and in the Plan, the Stock Units shall vest, and Shares shall be
issued in accordance with Section 3 below, to the extent that both the “Performance Conditions” (as defined
below) and the “Service Requirement” (as defined below) are satisfied.
(i) Performance Conditions . The Performance Conditions that must be satisfied as a condition to the vesting
of the Stock Units are set forth on Schedule A attached hereto (the “Performance Conditions”).
(ii) Service Requirement . If the Employee has not ceased being an employee of the Company or its
subsidiaries prior to the close of business on the third anniversary of the Grant Date (the “Service
Requirement”), the Stock Units for which the Employee has satisfied the Performance Conditions shall