0001193125-10-122143 Sample Contracts

DIRECTOR’S RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 17th, 2010 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated , is entered into between A.P. Pharma, Inc., a Delaware corporation (the “Company”) and (the “Director”). Unless otherwise defined herein, the terms of this Agreement will have the same meaning as defined in the A.P. Pharma, Inc. 2007 Equity Incentive Plan (the “Plan”). The Agreement is entered into as follows:

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