X0303 4 2010-11-16 1 0000874734 OSTEOTECH INC OSTE 0001383967 Honneffer Robert W C/O OSTEOTECH, INC. 51 JAMES WAY EATONTOWN NJ 07724 0 1 0 0 Exec VP of Global Operations Common Stock 2010-11-16 4 D 0 56281 D 0 D Stock Option (Right to Buy) 3.93 2010-11-16 4 D 0 25000 6.50 D 2014-09-27 Common Stock 25000 0 D Stock Option (Right to Buy) 5.35 2010-11-16 4 D 0 5000 6.50 D 2014-12-16 Common Stock 5000 0 D Stock Option (Right to Buy) 4.48 2010-11-16 4 D 0 8250 6.50 D 2015-12-15 Common Stock 8250 0 D Restricted Stock Unit 2010-11-16 4 D 0 2250 6.50 D Common Stock 2250 0 D Restricted Stock Unit 2010-11-16 4 D 0 3375 6.50 D Common Stock 3375 0 D Restricted Stock Unit 2010-11-16 4 D 0 4500 6.50 D Common Stock 4500 0 D Restricted Stock Unit 2010-11-16 4 D 0 10500 6.50 D Common Stock 10500 0 D In connection with the merger of a subsidiary of Medtronic, Inc. into Issuer on November 16, 2010 (the "Merger") pursuant to an agreement and plan of merger dated August 16, 2010, all shares of Issuer common stock were canceled and automatically converted into the right to receive $6.50 per share in cash, without interest and less any applicable withholding taxes. Pursuant to the Merger, this option was canceled in exchange for right to receive a cash payment equal to the total number of shares of common stock subject to the option multiplied by the excess, if any, of $6.50 per share over the exercise price of the option, less any applicable withholding taxes. The option reported herein was fully exercisable prior to the date of the Merger. This Grant was made pursuant to the Issuer's 2000 Stock Option or 2007 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock for each restricted stock unit that vests. Pursuant to the Merger, this restricted stock unit was canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock unit, multiplied by $6.50 per share, less any applicable withholding taxes. The restricted units vest in equal tranches on December 20, 2010 and December 20, 2011. The restricted stock units vest in equal tranches on December 18, 2010, 2011 and 2012. The restricted stock units vest in equal tranches on April 29, 2011, 2012, 2013 and 2014. The restricted stock units vest in their entirety on April 29, 2013, subject to the satisfaction of a vesting condition linked to the Issuer's earnings per share (EPS) for fiscal year 2010. If actual EPS for fiscal year 2010 is less than 90% of the specified EPS target (as determined by the Board), none of the RSUs will vest. For EPS results between 90% and 160% of the specified EPS target, the RSUs will vest in proportion to the level of EPS achieved, with a minimum vesting percentage of 60% and a maximum vesting percentage of 150% of the total RSUs granted herein. Effective November 16, 2010, in connection with the merger of the Issuer and Medtronic, Inc., the Compensation Committee of the Issuer awarded the vesting condition at the target achievement level. /s/ Mark H. Burroughs, Attorney in Fact for Robert Honneffer 2010-11-16