Form of Nonqualified Stock Option Grant



 Exhibit 10.13 
 ORTHOVITA, INC. 
 2007 OMNIBUS EQUITY COMPENSATION PLAN 
 FORM OF NONQUALIFIED STOCK OPTION GRANT 
 This STOCK OPTION GRANT, dated as of             , 200   (the “Date of Grant”), is delivered by Orthovita, Inc. (the “Company”) to
                                     (the
“Grantee”). 
 RECITALS 
 The Orthovita, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Company 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; Vesting. 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 be fully vested on the Date of Grant./This Option shall vest and be exercisable as follows: [VESTING SCHEDULE HERE]. 
 2. 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 on
                    , 20    , 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 one-year period after the Grantee’s death, liquidation or dissolution. 
 (ii) The finding by the Company after full consideration of the facts presented on behalf of both the Company and Grantee that the Grantee
has breached any contract with the Company, or has been engaged in disloyalty to the Company or an affiliate thereof, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his
service, or has disclosed trade secrets or confidential information of the Company or an affiliate thereof. In such event, in addition to immediate termination of the Option, the Grantee shall automatically forfeit all Shares for which the Company
has not yet delivered the share certificates upon refund by the Company of the Option exercise price. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that
could lead to a finding resulting in a forfeiture. 
 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. 
 3. Exercise Procedures. 
 (a) Subject to the provisions of Paragraph 2 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 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 Grantee shall pay the exercise price (i) in cash, (ii) if permitted by the Board or the Committee, by delivering Shares owned by the Grantee and having a fair market value on the date of exercise equal to the exercise price, 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, to the extent permitted by applicable law, or (v) through any combination of the foregoing. 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 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. 
 4. 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. 
 5. 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. 
 6. Grant Subject to Plan Provisions; Securities Laws. (a) 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. 
 (b) Grantee hereby represents that he is an “Accredited Investor” within the
meaning of Regulation D under the Securities Act of 1933 because he falls within at least one of the two following categories: 
 (i) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds $1,000,000. 
 (ii) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. 
 As a condition to each issuance of Shares from time to time hereunder, Grantee may be required to make the representation set forth in this Section 6(b) to ensure compliance with federal securities laws.

 7. 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. 
 8. 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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 9. 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. 
 10. 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. 
 11. 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 records 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 Committee shall be final and binding. 
  

			
		
	Grantee:	 	 
		
	 Date:
	 	 


  

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