appa10q307ex1016.htm


    Exhibit
      10.16

    


    AMENDMENTS
      TO ADVANCED POLYMER SYSTEMS, INC.

     

    NON-QUALIFIED
      STOCK PLAN

     

    The
      Advanced Polymer Systems, Inc., Non-Qualified Stock Plan (the “Plan”) is hereby
      amended as follows:

     

    (i)           Section
      2(b) is hereby amended by deleting therefrom “or (ii) are employees, but not
      officers and directors of the Company”.

     

    (ii)           Section
      3 is hereby amended by confirming the provision by the Company’s Board of
      Directors that the total number of shares of the Company’s Common Stock reserved
      and available for issuance pursuant to awards under the Plan shall be 1,062,500
      shares.

     

    (iii)           Section
      5(b)(iii) is hereby amended by changing 85% to 100%.

     

    (iv)           Section
      7 is hereby deleted in its entirety and there is substituted for it a new
      Section 7 as follows:

     

    “SECTION
      7.  STOCK APPRECIATION RIGHTS.

     

    (a)           General
      Stock Appreciation Rights may be granted either alone, in addition to,
      or
      in tandem with other Awards granted under the Plan.  The Administrator
      may grant Stock Appreciation Rights to eligible participants subject to terms
      and conditions not inconsistent with this Plan and determined by the
      Administrator.  The specific terms and conditions applicable to the
      participant shall be provided for in the Stock Award Agreement.  Stock
      Appreciation Rights shall be exercisable, in whole or in part, at such times
      as
      the Administrator shall specify in the Stock Award Agreement.

     

    (b)           Exercise
      of Stock Appreciation Right.  Upon the exercise of a Stock
      Appreciation Right, in whole or in part, the participant shall be entitled
      to a
      payment in an amount equal to the excess of the Fair Market Value on the date
      of
      exercise of a fixed number of shares of Stock covered by the exercised portion
      of the Stock Appreciation Right, over the Fair Market Value on the Grant Date
      of
      the Stock covered by the exercised portion of the Stock Appreciation Right
      (or
      such other amount calculated with respect to Stock subject to the Award as
      the
      Administrator may determine).  The amount due to the participant upon
      the exercise of a Stock Appreciation Right shall be paid in such form of
      consideration as determined by the Administrator and may be in cash, shares
      of
      Stock or a combination thereof, over the period or periods specified in the
      Stock Award Agreement.  A Stock Award Agreement may place limits on
      the amount that may be paid over any specified period or periods upon the
      exercise of a Stock Appreciation Right, on an aggregate basis or as to any
      participant.  A Stock Appreciation Right shall be considered exercised
      when the Company receives written notice of exercise in accordance with the
      terms of the Stock Award Agreement from the person entitled to exercise the
      Stock Appreciation Right.

     

    (c)           Nonassignability
      of Stock Appreciation Rights.  Except as determined by the
      Administrator, no Stock Appreciation Right shall be assignable or otherwise
      transferable by the participant, except by will or by the laws of descent and
      distribution.”

     

    (v)           Section
      1(xx) is hereby amended by changing “Stock Purchase Right” to “Stock
      Appreciation Right”.

     

    IN
      WITNESS WHEREOF, pursuant to authority granted by the Board of Directors of
      Advanced Polymer Systems, Inc., the Compensation and Stock Option Committee
      hereby adopts the above amendments on November 12, 2007.

     

    ADVANCED
      POLYMER SYSTEMS, INC.

     

    Compensation
      and Stock Option Committee

     

     

    By:

    Toby
      Rosenblatt,
      Chairman