ANGIOTECH PHARMACEUTICALS, INC.
2004 STOCK OPTION PLAN
PURPOSE OF THE PLAN
Angiotech Pharmaceuticals, Inc. (the “Company”) hereby establishes a stock option plan for
directors, officers and Service Providers (as defined below) of the Company and its subsidiaries, to be known as the
“Angiotech Stock Option Plan” (the “Plan”). The purpose of the Plan is to give to directors, officers and Service
Providers the opportunity to participate in the profitability of the Company by granting to such individuals options,
exercisable over periods of up to five years as determined by the Board, to buy shares of the Company at a price at
least equal to the market price prevailing on the date the option is granted.
In this Plan, the following terms shall have the following meanings:
“Associate” means an associate as defined in the Securities Act.
“Board” means the board of directors of the Company and any committees of the board of
directors to which any or all authority, rights, powers, and discretion with respect to the Plan has
“Change of Control” means the acquisition by any person or by any person and a Joint Actor,
whether directly or indirectly, of voting securities of the Company, which, when added to all other
voting securities of the Company at the time held by such person or by such person and a Joint
Actor, totals for the first time not less than twenty percent (20%) of the outstanding voting
securities of the Company.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Company” means Angiotech Pharmaceuticals, Inc. and its successors.
“Disability” means any disability with respect to an Optionee which the Board, in its sole and
unfettered discretion, considers likely to prevent permanently the Optionee from:
being employed or engaged by the Company, its subsidiaries or another employer, in a
position the same as or similar to that in which he was last employed or e