Unassociated Document


     

    Exhibit
      10.1

    


    FIFTH
      AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

    


    THIS
      FIFTH
      AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
      “Amendment”)
      made
      this 9th
      day of
      July, 2008 by and between ACURA
      PHARMACEUTICALS, INC.,
      a New
      York corporation (the “Corporation”)
      and ANDREW D. REDDICK (the
      “Employee”).

    


    RECITALS

    


    
      	
              A.  

            	
              The
                Corporation and the Employee executed an Executive Employment Agreement
                dated as of August 26, 2003, as amended (as amended, the “Employment
                Agreement”).

            
	 	 
	
              B.  

            	
              The
                Corporation and the Employee now desire to further amend the Employment
                Agreement as provided herein. 

            


    

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and undertakings herein contained, the
      parties agree as follows:

    


    1.  Section
      7.4 of the Employment Agreement is hereby amended to add the following two
      sentences at the end of such Section to read as follows:

    


    “With
      respect to other Sections of this Agreement, termination “Without Cause” shall
      also mean a termination of the Employee’s employment with the Corporation
      following notice by the Corporation to the Employee to not renew this Agreement
      pursuant to Section 2. In such case, in the absence of the Employee’s prior
      termination of this Agreement for Good Reason pursuant to Section 7.5, the
      effective date of such termination shall be the expiration of the
      Term.”

    


    2.  Section
      7.5 of the Employment Agreement is hereby amended by adding a new Section (viii)
      at the end of such Section to read as follows: 

    


    “;
      or
      (viii) notice by the Corporation to the Employee to not renew this Agreement
      pursuant to Section 2.”

    


    3.  Except
      as
      expressly amended by this Amendment, the Employment Agreement remains in full
      force and effect. Capitalized terms used herein shall have the same meaning
      as
      in the Employment Agreement unless otherwise defined herein. This Amendment
      shall be governed and construed and enforced in accordance with the local laws
      of the State of New York applicable to agreements made and to be performed
      entirely in New York.

    


    4.  This
      Amendment may be executed in one or more facsimile or original counterparts,
      each of which shall be deemed an original, but all of which taken together
      will
      constitute one and the same instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment as of the date first above
      written.

     

    
      	 	
               

            	
              ACURA
                PHARMACEUTICALS, INC.

            
	
               

            	
               

            	
               

            
	 	
               

            	
              By:
                /s/ Peter A. Clemens            

            
	
               

            	
               

            	
              Name:
                Peter A. Clemens

            
	
               

            	
               

            	
              Title:
                Senior Vice President and

            
	
               

            	
               

            	
                       
                Chief Financial Officer

            
	
               

            	
               

            	
               

            
	 	
               

            	
              EMPLOYEE

            
	
               

            	
               

            	
               

            
	 	
               

            	
              By: /s/
                Andrew D. Reddick          

            
	
               

            	
               

            	
              Andrew
                D. Reddick

            


    

    


    
      
        
        

      

      
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