0001193125-13-325343 Sample Contracts

Re: Amendment to Management Retention Agreement, dated as of April 25, 2011, as amended May 29, 2013 (as amended, the “Retention Agreement”)
Management Retention Agreement • August 8th, 2013 • Ap Pharma Inc /De/ • Pharmaceutical preparations

This letter agreement (the “Agreement”) memorializes the terms of your separation with A.P. Pharma, Inc. (the “Company”) and amends certain terms and conditions of the Retention Agreement. Capitalized terms that are not otherwise defined in this Agreement will have the meanings ascribed to them in the Retention Agreement.

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NON-QUALIFIED STOCK OPTION AGREEMENT TERMS AND CONDITIONS
Non-Qualified Stock Option Agreement • August 8th, 2013 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

This document (the “Agreement”) sets forth the terms and conditions governing the non-qualified stock option grant (the “NQO”) described in the attached Notice of Grant of Stock Options and Option Agreement (the “Grant Notice”). Acceptance of the NQO shall constitute the Optionee’s acceptance of the following terms and conditions. For purposes of this Agreement, the following defined terms shall have the respective meanings: the “Company” means A.P. Pharma, Inc.; “Optionee” means the individual named in the Grant Notice as the recipient of the NQO; and “Grant Date” means the effective date of the grant of the NQO, as set forth on the Grant Notice.

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