Exhibit 10.73


 


CRDENTIA CORP.


 


NOTICE OF RESTRICTED STOCK BONUS AWARD


 


	
  Grantee’s Name
  and Address:

  	
   

  	
  James D. Durham

  
	
   

  	
   

  	
  5001
  LBJ Freeway, Suite 850

  
	
   

  	
   

  	
  Dallas, Texas 75244

  



 


You
(the “Grantee”) have been granted shares of Common Stock of the Company (the “Award”),
subject to the terms and conditions of this Notice of Restricted Stock Bonus
Award (the “Notice”) and the Restricted Stock Bonus Award Agreement (the “Agreement”)
attached hereto, as follows. Unless otherwise defined herein, the terms defined
in the Agreement shall have the same defined meanings in this Notice.


 


	
  Date of Award

  	
   

  	
  March 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date

  	
   

  	
  March 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of
  Shares of Common Stock Awarded (the “Shares”)

  	
   

  	
  150,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Fair
  Market

  	
   

  	
   

  	
   

  
	
  Value of the
  Shares

  	
   

  	
  $

  	
  675,000

  	
   

  
					



 


Vesting Schedule:


 


Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice and the Agreement, the Shares will “vest” in accordance with the
following schedule:


 


Subject to the
limitations of the following paragraph, the Shares shall vest over a four-year
period with 25% of the Shares vesting on the 1st anniversary of the
Vesting Commencement Date and 1/48 of the Shares shall vest on each monthly
anniversary of the Vesting Commencement Date thereafter.


 


Notwithstanding
the foregoing, the Shares shall not vest unless the average daily trading
volume for the Company’s Common Stock over any consecutive thirty (30) day
period equals or exceeds 33,333 shares (the “Trading Volume Goal”). In the
event the Trading Volume Goal is achieved, the Shares shall vest in accordance
with the schedule of the prior paragraph even if the average daily trading
volume for the Company’s Common Stock over any consecutive thirty (30) day
period after the achievement of the Trading Volume Goal is less than 33,333
shares.


 


In the
event the Grantee’s Continuous Service terminates as a result of his or her
death or Disability, the Shares automatically shall become fully vested
immediately prior to the date of such termination of Continuous Service.


 


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During
any authorized leave of absence, the vesting of the Shares as provided in this
schedule shall be suspended after the leave of absence exceeds a period of
three (3) months. Vesting of the Shares shall resume upon the Grantee’s
termination of the leave of absence and return to service to the Company or a
Related Entity. The Vesting Schedule of the Shares shall be extended by the
length of the suspension.


 


In the
event of the Grantee’s change in status from Employee, Director or Consultant
to any other status of Employee, Director or Consultant, the Shares shall
continue to vest in accordance with the Vesting Schedule set forth above.


 


The
Award shall be subject to the provisions of Section 14 of the Agreement
relating to the vesting of the Shares in the event of a Corporate Transaction.


 


For
purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Shares, that such Shares are no longer subject to forfeiture to
the Company. Shares that have not vested are deemed “Restricted Shares.”  If the Grantee would become vested in a
fraction of a Restricted Share, such Restricted Share shall not vest until the
Grantee becomes vested in the entire Share.


 


Vesting
shall cease upon the date of termination of the Grantee’s Continuous Service
for any reason, other than death or Disability. In the event the Grantee’s
Continuous Service is terminated for any reason, other than death or
Disability, any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the
Company and the Company shall thereafter be the legal and beneficial owner of
the Restricted Shares and shall have all rights and interest in or related
thereto without further action by the Grantee. The foregoing forfeiture
provisions set forth in this Notice as to Restricted Shares shall apply to the
new capital stock or other property (including cash paid other than as a regular
cash dividend) received in exchange for the Shares in consummation of any transaction
described in Section 14 of the Agreement and such stock or property shall be
deemed Additional Securities for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.


 


IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.


 


	
   

  	
   

  	
  Crdentia Corp.,

  
	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James J.
  TerBeest

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  



 


THE GRANTEE ACKNOWLEDGES
AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS NOTICE NOR THE AGREEMENT SHALL CONFER UPON THE
GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF


 


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THE GRANTEE’S CONTINUOUS
SERIVCE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS SERIVCE AT ANY TIME, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT
UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE’S STATUS IS AT WILL.


 


As a
condition to receiving the Shares, the Grantee agrees to refrain from making an
election pursuant to Section 83(b) of the Code with respect to the Shares.


 


The
Grantee acknowledges receipt of the Agreement and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the Award
subject to all of the terms and provisions hereof and thereof. The Grantee has
reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.


 


	
  Dated: March 24,
  2006

  	
  Signed: 

  	
  /s/ James D.
  Durham

  	
   

  



 


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Award Number: 
                              


 


CRDENTIA CORP.


 


RESTRICTED STOCK BONUS AWARD AGREEMENT


 


1.             Issuance of Shares. Crdentia,
a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”)
named in the Notice of Restricted Stock Bonus Award (the “Notice”), the Total
Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”),
subject to the Notice and this Restricted Stock Bonus Award Agreement (the “Agreement”).
All Shares issued hereunder will be deemed issued to the Grantee as fully paid
and nonassessable shares, and the Grantee will have the right to vote the
Shares at meetings of the Company’s stockholders. The Company shall pay any
applicable stock transfer taxes imposed upon the issuance of the Shares to the
Grantee hereunder.


 


2.             Transfer Restrictions. The
Shares issued to the Grantee hereunder may not be sold, transferred by gift,
pledged, hypothecated, or otherwise transferred or disposed of by the Grantee
prior to the date when the Shares become vested pursuant to the Vesting
Schedule set forth in the Notice. Any attempt to transfer Restricted Shares in
violation of this Section 2 will be null and void and will be disregarded.


 


3.             Escrow of Stock. For
purposes of facilitating the enforcement of the provisions of this Agreement,
the Grantee agrees, immediately upon receipt of the certificate(s) for the
Restricted Shares, to deliver such certificate(s), together with an Assignment
Separate from Certificate in the form attached hereto as Exhibit A,
executed in blank by the Grantee with respect to each such stock certificate,
to the Secretary or Assistant Secretary of the Company, or their designee, to
hold in escrow for so long as such Restricted Shares have not vested pursuant
to the Vesting Schedule set forth in the Notice, with the authority to take all
such actions and to effectuate all such transfers and/or releases as may be
necessary or appropriate to accomplish the objectives of this Agreement in
accordance with the terms hereof. The Grantee hereby acknowledges that the
appointment of the Secretary or Assistant Secretary of the Company (or their
designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable. The
Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder
is grossly negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares.


 


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4.             Additional Securities and
Distributions.


 


(a)           Any securities or cash received
(other than a regular cash dividend) as the result of ownership of the
Restricted Shares (the “Additional Securities”), including, but not by way of
limitation, warrants, options and securities received as a stock dividend or
stock split, or as a result of a recapitalization or reorganization or other
similar change in the Company’s capital structure, shall be retained in escrow
in the same manner and subject to the same conditions and restrictions as the
Restricted Shares with respect to which they were issued, including, without
limitation, the Vesting Schedule set forth in the Notice. The Grantee shall be
entitled to direct the Company to exercise any warrant or option received as
Additional Securities upon supplying the funds necessary to do so, in which
event the securities so purchased shall constitute Additional Securities, but
the Grantee may not direct the Company to sell any such warrant or option. If
Additional Securities consist of a convertible security, the Grantee may
exercise any conversion right, and any securities so acquired shall constitute
Additional Securities. In the event of any change in certificates evidencing
the Shares or the Additional Securities by reason of any recapitalization,
reorganization or other transaction that results in the creation of Additional
Securities, the escrow holder is authorized to deliver to the issuer the
certificates evidencing the Shares or the Additional Securities in exchange for
the certificates of the replacement securities.


 


(b)           The Company shall disburse to the
Grantee all regular cash dividends with respect to the Shares and Additional
Securities (whether vested or not), less any applicable withholding
obligations.


 


5.             Taxes.


 


(a)           No Section 83(b) Election.
As a condition to receiving the Shares, the Grantee agrees to refrain from
making an election pursuant to Section 83(b) of the Code with respect to
the Shares.


 


(b)           Tax Liability. The Grantee is ultimately liable and
responsible for all taxes owed by the Grantee in connection with the Award,
regardless of any action the Company or any Related Entity takes with respect to any tax withholding
obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares subject to the Award. The Company and its Related Entities do not commit and are under no obligation
to structure the Award to reduce or eliminate the Grantee’s tax liability.


 


(c)           Payment of Withholding Taxes. Prior to any event in connection
with the Award (e.g., vesting) that the Company determines may result in any
tax withholding obligation, whether United States federal, state, local or
non-U.S., including any employment tax obligation (the “Tax Withholding
Obligation”), the Grantee must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the
Company.


 


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(i)            By Share Withholding. The Grantee authorizes the Company to,
upon the exercise of its sole discretion, withhold from those Shares issuable
to the Grantee the whole number of Shares sufficient to satisfy the minimum
applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company
or any Related Entity as soon as
practicable, including through additional payroll withholding, any amount of
the Tax Withholding Obligation that is not satisfied by the withholding of
Shares described above.


 


(ii)           By Sale of Shares. Unless the Grantee
determines to satisfy the Tax Withholding Obligation by some other means in
accordance with clause (iii) below, the Grantee’s acceptance of this Award
constitutes the Grantee’s instruction and authorization to the Company and any
brokerage firm determined acceptable to the Company for such purpose to sell on
the Grantee’s behalf a whole number of Shares from those Shares issuable to the
Grantee as the Company determines to be appropriate to generate cash proceeds
sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such
Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a
vesting date) or as soon thereafter as practicable. The Grantee will be
responsible for all broker’s fees and other costs of sale, and the Grantee
agrees to indemnify and hold the Company harmless from any losses, costs,
damages, or expenses relating to any such sale. To the extent the proceeds of
such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company
agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that
the Company or its designee is under no obligation to arrange for such sale at
any particular price, and that the proceeds of any such sale may not be
sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly,
the Grantee agrees to pay to the Company or any Related Entity as soon as practicable,
including through additional payroll withholding, any amount of the Tax
Withholding Obligation that is not satisfied by the sale of Shares described
above.


 


(iii)          By Check, Wire Transfer or Other Means. At
any time not less than five (5) business days (or such fewer number of business
days as determined by the Board) before any Tax Withholding Obligation arises
(e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax
Withholding Obligation by delivering to the Company an amount that the Company
determines is sufficient to satisfy the Tax Withholding Obligation by
(x) wire transfer to such account as the Company may direct,
(y) delivery of a certified check payable to the Company, or (z) such
other means as specified from time to time by the Board.


 


6.             Stop-Transfer Notices. In
order to ensure compliance with the restrictions on transfer set forth in this
Agreement or the Notice, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own
records.


 


7.             Refusal to Transfer. The
Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred.


 


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8.             Restrictive Legends. The
Grantee understands and agrees that the Company shall cause the legends set
forth below or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities
laws:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT
CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE
NAMED STOCKHOLDERS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.


 


9.             Entire Agreement: Governing Law.
The Notice and this Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and the Grantee with respect
to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. These
agreements are to be construed in accordance with and governed by the internal
laws of the State of Texas without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Texas to the rights and duties of the parties. Should
any provision of the Notice or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


10.           Headings. The captions used in
this Agreement are inserted for convenience and shall not be deemed a part of
this Agreement for construction or interpretation.


 


11.           Administration and Interpretation.
Any question or dispute regarding the administration or interpretation of the
Notice or this Agreement shall be submitted by the Grantee or by the Company to
the Board. The resolution of such question or dispute by the Board shall be
final and binding on all persons.


 


12.           Venue and Waiver of Jury Trial.
The parties agree that any suit, action, or proceeding arising out of or
relating to the Notice or this Agreement shall be brought in the United States
District Court for the Northern District of Texas (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a Texas state court in
the County of Dallas) and that the parties shall submit to the jurisdiction of
such court. The parties irrevocably waive, to the fullest extent permitted by
law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 12 shall for any
reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.


 


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13.           Notices. Any notice required
or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.


 


14.           Corporate Transaction.


 


(a)           In the event of a Corporate Transaction
and for the portion of the Award that is neither Assumed nor Replaced, (i) such
portion of the Award shall automatically become fully vested for all of the
Shares at the time represented by such portion of the Award, immediately prior
to the specified effective date of such Corporate Transaction, provided that
the Grantee’s Continuous Service has not terminated prior to such date and (ii) the
Award shall be subject to the terms of the agreement implementing the Corporate
Transaction between the Company and the successor entity or Parent thereof and
the Grantee shall be deemed to have agreed to the terms of such agreement
applicable to the Award.


 


(b)           In the event of a Corporate
Transaction and for the portion of the Award that is Assumed or Replaced, then
the Award (if Assumed), the replacement award (if Replaced), or the cash
incentive program (if Replaced) automatically shall become fully vested,
exercisable and payable for all of the Shares at the time represented by such
Assumed or Replaced portion of the Award, immediately upon termination of the
Grantee’s Continuous Service if such Continuous Service is terminated, within
five (5) years after the Corporate Transaction, by the successor company, the
Company or a Related Entity without Cause or voluntarily by the Grantee with
Good Reason. Notwithstanding the foregoing, if upon the consummation of a
Corporate Transaction the Award is Replaced, the Award shall terminate and any
Restricted Shares held by the Grantee shall be deemed reconveyed to the Company
as if the Grantee’s Continuous Service had terminated immediately prior to the
effective date of such Corporate Transaction.


 


15.           Definitions. As used herein,
the following definitions shall apply:


 


(a)           “Applicable Laws” means the
legal requirements applicable to the issuance of Awards, if any, under
applicable provisions of federal securities laws, state corporate and
securities laws, the Code, the rules of any applicable stock exchange or
national market system, and the rules of any non-U.S. jurisdiction applicable
to Awards granted to residents therein.


 


(b)           “Assumed” means that pursuant
to a Corporate Transaction either (i) the Award is expressly affirmed by
the Company or (ii) the contractual rights and obligations represented by
the Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction
with appropriate adjustments to the number and type of securities of the
successor entity or its Parent subject to the Award and the exercise or
purchase price thereof which at least preserves the compensation element of the
Award existing at the time of the Corporate Transaction as determined in
accordance with the instruments evidencing the agreement to assume the Award.


 


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(c)           “Award” means the sale of
Restricted Shares hereunder.


 


(d)           “Board” means the Board of
Directors of the Company and shall include any committee of the Board or
Officer of the Company to which the Board has delegated its authority under
this Agreement.


 


(e)           “Cause” means, with respect to
the termination by the Company or a Related Entity of the Grantee’s Continuous
Service, that such termination is for “Cause” as such term is expressly defined
in a then-effective written agreement between the Grantee and the Company or
such Related Entity, or in the absence of such then-effective written agreement
and definition, is based on, in the determination of the Board, the Grantee’s:  (i) performance of any act or failure to
perform any act in bad faith and to the detriment of the Company or a Related
Entity; (ii) dishonesty, intentional misconduct or material breach of any
agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.


 


(f)            “Code” means the Internal
Revenue Code of 1986, as amended.


 


(g)           “Common Stock” means the
common stock of the Company.


 


(h)           “Company” means Crdentia Corp., a Delaware corporation.


 


(i)            “Consultant” means any person
(other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a Director) who is engaged by the Company
or any Related Entity to render consulting or advisory services to the Company
or such Related Entity.


 


(j)            “Continuous Service” means
that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant, is not interrupted or terminated.
In jurisdictions
requiring notice in advance of an effective termination as an Employee,
Director or Consultant, Continuous Service shall be deemed terminated upon the
actual cessation of providing services to the Company or a Related Entity
notwithstanding any required notice period that must be fulfilled before a
termination as an Employee, Director or Consultant can be effective under
Applicable Laws. The Grantee’s Continuous Service shall be deemed to
have terminated either upon an actual termination of Continuous Service or upon
the entity for which the Grantee provides services ceasing to be a Related
Entity. Continuous Service shall not be considered interrupted in the case of
(i) any approved leave of absence, (ii) transfers among the Company,
any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual
remains in the service of the Company or a Related Entity in any capacity of
Employee, Director or Consultant (except as otherwise provided in the Award
Agreement). An approved leave of absence shall include sick leave, military
leave, or any other authorized personal leave.


 


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(k)           “Corporate Transaction” means
any of the following transactions, provided, however, that the Board shall
determine under parts (iv) and (v) whether multiple transactions are related,
and its determination shall be final, binding and conclusive:


 


(i)            a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in
which the Company is incorporated;


 


(ii)           the
sale, transfer or other disposition of all or substantially all of the assets
of the Company (including the capital stock of the Company’s subsidiary
corporations);


 


(iii)          the
complete liquidation or dissolution of the Company;


 


(iv)          any
reverse merger or series of related transactions culminating in a reverse
merger (including, but not limited to, a tender offer followed by a reverse merger)
in which the Company is the surviving entity but (A) the shares of Common
Stock outstanding immediately prior to such merger are converted or exchanged
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger, but excluding
any such transaction or series of related transactions that the Board
determines shall not be a Corporate Transaction; or


 


(v)           acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.


 


(l)            “Director” means a member of
the Board or the board of directors of any Related Entity.


 


(m)          “Disability” means as such term
is expressly defined in a then-effective written agreement between the Grantee
and the Company or such Related Entity, or in the absence of such
then-effective written agreement and definition, as defined under the long-term
disability policy of the Company or the Related Entity to which the Grantee
provides services regardless of whether the Grantee is covered by such policy. In
the absence of a written agreement containing a definition of disability and if
the Company or the Related Entity to which the Grantee provides service does
not have a long-term disability plan in place, “Disability” means that a
Grantee is unable to carry out the responsibilities and functions of the position
held by the Grantee by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive days. A
Grantee will not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Board in its
discretion.


 


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(n)           “Employee” means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to
the control and direction of the Company or any Related Entity as to both the
work to be performed and the manner and method of performance. The payment of a
director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.


 


(o)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


(p)           “Fair Market Value” means, as
of any date, the value of Common Stock determined as follows:


 


(i)            If
the Common Stock is listed on one or more established stock exchanges or
national market systems, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on the principal exchange or system
on which the Common Stock is listed (as determined by the Board) on the date of
determination (or, if no closing sales price or closing bid was reported on
that date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Board deems reliable;


 


(ii)           If
the Common Stock is regularly quoted on an automated quotation system
(including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing
sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not
reported, the Fair Market Value of a share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on the date of
determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or such
other source as the Board deems reliable; or


 


(iii)          In the absence of an established market for the
Common Stock of the type described in (i) and (ii), above, the Fair Market
Value thereof shall be determined by the Board in good faith.


 


(q)           “Good Reason” means the
occurrence of any of the following events or conditions unless consented to by
the Grantee (and the Grantee shall be deemed to have consented to any such
event or condition unless the Grantee provides written notice of the Grantee’s
non-acquiescence within 30 days of the effective time of such event or
condition):


 


(i)            a
reduction in the Grantee’s base salary to a level below that in effect at any
time within the preceding six (6) months; or


 


(ii)           requiring
the Grantee to be based at any place outside a 45-mile radius from the Grantee’s
job location except for reasonably required travel on business.


 


(r)            “Officer” means a person who
is an officer of the Company or a Related Entity within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


8

















 


(s)           “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.


 


(t)            “Related Entity” means any
Parent or Subsidiary of the Company and any business, corporation, partnership,
limited liability company or other entity in which the Company or a Parent or a
Subsidiary of the Company holds a substantial ownership interest, directly or
indirectly.


 


(u)           “Replaced”
means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock
award or a cash incentive program of the Company, the successor entity (if
applicable) or Parent of either of them which preserves the compensation
element of such Award existing at the time of the Corporate Transaction and
provides for subsequent payout in accordance with the same (or a more
favorable) vesting schedule applicable to such Award. The determination of Award
comparability shall be made by the Board and its determination shall be final,
binding and conclusive.


 


(v)           “Share” means a share of the
Common Stock.


 


(w)          “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


END OF
AGREEMENT


 


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EXHIBIT A


 


STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED,                                       
hereby sells, assigns and transfers unto                                       ,
                                    
(        ) shares of the Common
Stock of Crdentia Corp., a Delaware corporation (the “Company”), standing in
his name on the books of, the Company represented by Certificate No.    
herewith, and does hereby irrevocably constitute and appoint the Secretary of
the Company attorney to transfer the said stock in the books of the Company
with full power of substitution.


 


	
  DATED: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[Please
sign this document but do not date it. The date and information of the
transferee will be completed if and when the shares are assigned.]


 


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