WHEREAS, AdvanSource Biomaterials Corporation (the “Company”) maintains the CardioTech
International, Inc. Employee Stock Purchase Plan, effective as of October 16, 2007 (the “Plan”);
WHEREAS, in Section 19 of the Plan, the Company, through its Board of Directors, has reserved the
right to amend the Plan at any time and for any reason; and
WHEREAS, the Company desires to amend the Plan to adjust the initial offering period and to amend
the provisions for adjustment in the event of certain equity restructuring events and corporate transactions.
NOW, THEREFORE, the Plan is hereby amended effective as of October 16, 2007, as follows:
“The first Offering Period shall commence on March 1, 2008 and shall continue until
August 31, 2008.”
Subject to any required action by the stockholders of the Company, the number of
Shares covered by each option under the Plan that has not yet been exercised, the
number of Shares that have been authorized for issuance under the Plan but have not yet
been placed under option, the price per Share of Common Stock covered by each
option under the Plan that has not yet been exercised, and any other Share limits set forth
in the Plan shall be proportionately adjusted for any stock split, reverse stock split, stock
dividend, combination, reclassification of the Common Stock (including any such change
in the number of Shares of Common Stock effected in connection with a change in
domicile of the Company), divestiture (including a spin-off), rights offering, any dividend
or distribution to holders of Shares of Common Stock other than an ordinary cash
dividend, or any other similar change in capitalization effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt of
consideration.”
Exhibit 10.2
FIRST AMENDMENT TO THE CARDIOTECH INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PL