Form of Incentive Stock Option Grant



 Exhibit 10.12 
 ORTHOVITA, INC. 
 2007 OMNIBUS EQUITY COMPENSATION PLAN 
 FORM OF INCENTIVE STOCK OPTION GRANT 
 This STOCK OPTION GRANT, dated as of [GRANT DATE] (the “Date of Grant”), is delivered by Orthovita, Inc. (the “Company”) to [EMPLOYEE NAME] (the “Grantee”), an employee of the Company. 
 RECITALS 
 The Orthovita, Inc. 2007
Omnibus Equity Compensation Plan (as amended and restated, the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. In accordance with its stock option grant policy and the Plan, the Company has
decided to make a stock option grant 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. 
 (a) Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee an incentive
stock option (the “Option”) to purchase [# of shares granted] shares of common stock of the Company (“Shares”) at an option price of [OPTION PRICE] per Share. The Option shall become exercisable according to Paragraph 2 below.

 (b) The Option is designated as an incentive stock option, as described in Paragraph 5 below. However, if and to the extent
the Option exceeds the limits for an incentive stock option, as described in Paragraph 5, the Option shall be a nonqualified stock option. 
 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 with 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 (as defined in the Plan); 
 (iii) The expiration of the one-year period after the Grantee’s
termination of employment, 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 of employment described in subparagraph (i) above; or 
 (iv) The date on which the Grantee’s employment is terminated for cause (as defined in the Plan). 
 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 Company 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 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 Board of Directors of the Company (the “Board”) or Compensation Committee of the Board (the “Committee”) from time to time based on type of payment being made but, in
any event, prior to issuance of the shares. The 

  

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Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Board or Committee, by delivering Shares of the Company owned by
the Grantee (including Company shares acquired in connection with the exercise of an Option, subject to such restrictions as the Board or Committee deems appropriate) and having a fair market value on the date of exercise equal to the exercise
price, (iii) through a broker-assisted exercise as described below, (iv) through any combination of the foregoing, or (v) through such other method as the Board or Committee may approve, to the extent permitted by applicable law. For
a broker-assisted exercise, the Grantee shall deliver to the Company a notice of exercise, in accordance with procedures permitted by Regulation T of the Federal Reserve Board, instructing the Company to deliver shares of Company stock due upon the
exercise of the Option to any registered broker or dealer designated by the Board in lieu of delivery to the Grantee, and such instructions shall designate the account into which the shares are to be deposited. The Board or 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 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. 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 of the Committee. 
 5. Designation as Incentive Stock Option. 
 (a) This Option is designated an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the aggregate fair market value of the stock on the date of the grant with respect to which incentive stock options are exercisable for the first time by
the Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a nonqualified stock option that does not meet the
requirements of Section 422. If and to the extent that the Option fails to qualify as an incentive stock option under the Code, the Option shall remain outstanding according to its terms as a nonqualified stock option. 
 (b) The Grantee understands that favorable incentive stock option tax treatment is available only if the Option is exercised while the
Grantee is an employee of the Company or a parent or subsidiary of the Company or within a period of time specified 

  

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in the Code after the Grantee ceases to be an employee. The Grantee understands that the Grantee is responsible for the income tax consequences of the
Option, and, among other tax consequences, the Grantee understands that he or she may be subject to the alternative minimum tax under the Code in the year in which the Option is exercised. The Grantee will consult with his or her tax adviser
regarding the tax consequences of the Option. 
 6. 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. 
 7. Restrictions on Exercise. Only the Grantee may exercise the Option during the Grantee’s lifetime. 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.

 8. 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 the provisions of the Plan and 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) capital or other changes 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. 
 9. No Employment Rights. The grant of the Option shall not
confer upon the Grantee any right to continue in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment at any time. The right of the Company to terminate at will the
Grantee’s employment at any time for any reason is specifically reserved. 
 10. 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. 
 11. Assignment and Transfers. 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. 
  

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 12. Applicable Law. The validity, construction, interpretation and effect of this instrument shall
be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania without regard to principles of conflict of laws. 
 13. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Controller at 77 Great Valley Parkway, Malvern, PA 19355, and any notice to the Grantee shall be addressed to such
Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company 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. 
  

									
	Attest:	 		 	ORTHOVITA, INC.
					
	 	 	 	 		 	By:	 	 
		 		 		 		 	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 Board or Committee shall be final and binding. 
  

			
		
	Grantee: 	 	 
		 	


  

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