Form of Nonqualified Stock Option Grant


 Exhibit 10.2 
  
 Grant with vesting 
  
 ORTHOVITA, INC. 
  
 1997 EQUITY COMPENSATION PLAN 
  
 NONQUALIFIED STOCK OPTION GRANT 
  
 This STOCK OPTION GRANT, dated as of December     , 2005 (the “Date of Grant”), is delivered by Orthovita, Inc. (the “Company”) to
                                 (the “Grantee”). 
  
 RECITALS 
  
 The Orthovita, Inc. 1997 Equity Compensation Plan (the “Plan”) provides for the grant of options to purchase
shares of common stock of the Company. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the
Company and its shareholders. 
  
 NOW, THEREFORE, the parties to
this Agreement, intending to be legally bound hereby, agree as follows: 
  
 1.
Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase
                     shares of common stock of the Company (“Shares”) at an exercise price of
$             per Share. The Option shall become exercisable according to Paragraph 2 below. 
  

2. Exercisability of Option. The Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Company on
the applicable date: 
  

			
	 Date

	  	 Shares for Which the Option is
 Exercisable


	 ____________________________
	  	_______________
		
	 ____________________________
	  	_______________
		
	 ____________________________
	  	_______________
		
	 ____________________________
	  	_______________

  
 The exercisability of the Option is
cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. For
purposes of this Agreement, employment with the Company shall mean employment as an employee or consultant of the Company or a subsidiary or a member of the Board of Directors of the Company. 






 3. Term of Option. 
  
 (a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an
earlier date pursuant to the provisions of this Agreement or the Plan. 
  
 (b) The Option shall automatically terminate upon the happening of the first of the following events: 
  
 (i) The expiration of the 90-day period after the Grantee’s termination of employment from the Company, if the termination is for any
reason other than disability (as defined in the Plan), death or Cause (as defined in the Plan). 
  
 (ii) The expiration of the one-year period after the Grantee’s termination of employment from the Company on account of the
Grantee’s disability. 
  
 (iii) The
expiration of the one-year period after the Grantee’s termination of employment with the Company, if the Grantee dies while employed by the Company or within 90 days after the Grantee ceases to be so employed on account of a termination
described in subparagraph (i) above. 
  
 (iv) The date on which the Grantee’s employment is terminated for cause. 
  
 Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to
be employed by the Employer shall immediately terminate. 
  
 4. Exercise
Procedures. 
  
 (a) Subject to the provisions of Paragraphs 2
and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be
exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The
Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares of the Company, which shall be valued at their fair market value on the date of delivery, or by attestation (on a form
prescribed by the Committee) to ownership of Shares having a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve
Board or (iv) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. 
  
 (b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company 

  

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counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other
person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other
representation as the Committee deems appropriate. 
  
 (c) All
obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to
satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities
subject to prior approval by the Committee. 
  
 5. Change of Control. The
provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. 
  
 6. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to
the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the
Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement. 
  
 7. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the
terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising hereunder. 
  
 8. No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to
terminate the Grantee’s employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved. 
  
 9. No Shareholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the
Option. 
  

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 10. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and
interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the
Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any
successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent. 
  
 11. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof. 
  
 12. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the
                     at
                                , and any notice to the Grantee shall be addressed
to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed
envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 
  
 IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant. 
  

							
	 	 	 	 	 ORTHOVITA, INC.

	 Attest:
	 	 	 	 	 	 
				
	  

	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 Antony Koblish, President


  
 I hereby accept the Option described
in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding. 
  

			
	 Grantee:
	 	  


		
	 Date:
	 	  




  

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