Exhibit 10.2





Exhibit 10.2




AMENDMENT NO. 1 TO




NONTRANSFERABLE INDEPENDENT DIRECTOR




STOCK OPTION AGREEMENT




Agreement 2236




THIS AMENDMENT NO. 1 (the “Amendment”) to the Option Agreement (the “Agreement”) dated as of
July 1, 2009 by and between OSTEOTECH, INC., a Delaware corporation (the “Company”), and Kenneth P.
Fallon III (the “Optionee”), pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”), is
dated as of September 22, 2009, and made by and between the Company and the Optionee.



WHEREAS, the Company and the Optionee desire to amend the Agreement to provide that upon
exercise the right granted thereunder will entitle Optionee to receive shares or cash (or a
combination thereof) equal to the net value of the right rather than to purchase shares of stock
under the Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and Optionee hereby agree as follows:



1. Amendment to Section 5. Section 5 of the Agreement is hereby deleted and replaced in
its entirety with the following:



5. Manner of Exercise.



(a) The Option may be exercised in whole or in part from time to time only by
Optionee or other proper party, as provided herein, by delivering within the period
during which the Option is exercisable hereunder written notice to the Company at
its principal office. The notice shall state the number of shares as to which the
Option is being exercised.



(b) Upon exercise, Optionee shall be entitled to receive shares of Common Stock
having an aggregate fair market value equal to the aggregate fair market value of
the number of shares subject to such exercise less the aggregate exercise price for
such shares as specified in Section 1 of this Agreement (the “Net Value of the
Option”); provided that, if and to the extent that the receipt of any such shares
would cause Optionee to constructively own in excess of 0.95% of the total fair
market value of all the outstanding shares of all classes of the Company’s stock
(the “Threshold Level”) for purposes of Section 280G of the Code, then Optionee
shall be entitled to receive such shares up to the Threshold Level and shall be
entitled to be paid in cash any remaining portion of the Net Value of the Option.
For these purposes, the fair market value of shares of Common Stock as of any date
shall be as reasonably determined by the Company based upon the closing price of the
Common Stock on the immediately preceding business day or, if such price is not
available, by the Compensation Committee as otherwise provided in the Plan.


 


 









 





2. Remainder Unchanged. Except as stated above, the terms and conditions of the Agreement
are unchanged and remain in full force and effect.



3. Miscellaneous.



(a) This Amendment shall be governed by and construed in accordance with, the laws of the
State of Delaware.



(b) This Amendment may be executed in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument.



(c) This Amendment, together with the Agreement, constitutes the entire agreement between the
parties with respect to the subject matter hereof and thereof, merging any and all prior
agreements.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment as of the date set forth
above.



	 	 	 	 	 
	 	 	OSTEOTECH, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sam Owusu-Akyaw
	 

	 	 	 	 
	 

	 	 	 	Name: Sam Owusu-Akyaw
	 

	 	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth P. Fallon III
	 

	 	 	 	 
	 

	 	 	 	Kenneth P. Fallon III







 


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