Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In October 2004, the American Jobs Creation Act of 2004 amended the Internal Revenue Code of 1986, as amended, to add Section 409A ("Section 409A"), which imposes significant restrictions on non-qualified deferred compensation. On December 31, 2008, Osteotech, Inc. (the "Company") and each of Mark H. Burroughs, Robert Honneffer, Sam Owusu-Akyaw and Robert Wynalek (each an "Executive" and together the "Executives") entered into an amendment to each of the Executive's Employment Agreements and Change in Control Agreements (together, the "Amendments") to bring the relevant provisions of their Employment Agreements and Change in Control Agreements into compliance with
Section 409A. The Amendments (i) clarify the definition of "Separation From Service" for purposes of the Company's payment of amounts subject to
Section 409A, (ii) revise the provisions regarding separation pay due to involuntary separation from service without cause so that they qualify for the exemption under Section 409A and (iii) clarify when such separation pay shall be paid.

No other terms or conditions of the Employment Agreements or Change in Control Agreements of each of the Executives were amended by the Amendments.

The foregoing summary of the Amendments is qualified in its entirety by reference to the Amendments to each of the Executive's Employment Agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference, and the form of Change in Control Agreement Amendment, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 2 to Employment Agreement, effective as of December 31, 2008, between Osteotech, Inc. and Mark H. Burroughs.

10.2 Amendment No. 1 to Employment Agreement, effective as of December 31, 2008, between Osteotech, Inc. and Robert Honneffer.

10.3 Amendment No. 2 to Employment Agreement, effective as of December 31, 2008, between Osteotech, Inc. and Sam Owusu-Akyaw.

10.4 Amendment No. 1 to Employment Agreement, effective as of December 31, 2008, between Osteotech, Inc. and Robert Wynalek.

10.5 Form of Amendment No. 1 to Change in Control Agreement, effective as of December 31, 2008, between Osteotech, Inc. and each of Mark H. Burroughs, Robert Honneffer, Sam Owusu-Akyaw and Robert Wynalek.

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