Unassociated Document


    FOURTH
      AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

    


    THIS
      FOURTH
      AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
      “Amendment”)
      made
      this 16th
      day of December, 2007 by and between ACURA
      PHARMACEUTICALS, INC.
      (formerly Halsey Drug Co., Inc.), a New York corporation (the “Corporation”)
      and ANDREW D. REDDICK(the
      “Employee”).

    


    RECITALS

    


    
      	
              A.  

            	
              The
                Corporation and the Employee executed an employment agreement dated
                as of
                August 26, 2003, which was amended three times (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
      7.6(a)(i) is hereby deleted and replaced with the following:

    


    “(i)
      each
      of the following amounts:

    


    
      	 	
              (x)
                

            	
              the
                Employee’s accrued and unpaid Base Salary through and including the date
                of terminations;

            


    

    


    
      	 	
              (y)
                

            	
              the
                Employee’s then accrued and unused vacation through and including the date
                of termination; and 

            


    

    


    
      	 	
              (z)

            	
              the
                Employee’s then accrued and unpaid Bonus for such year, calculated by
                pro-rating the annual Bonus, which would have been payable to the
                Employee
                but for his termination and assuming full achievement of the Bonus
                Criteria for such year, based on the number of days that the Employee
                remained in the employ of the Corporation during the year for which
                the
                Bonus is due;

            


    

    


    The
      payments provided in subsections (x), (y) and (z) above, shall be paid in a
      single lump sum in cash within thirty (30) days after the date of termination;
      provided, however, that if such termination is by the Employee for Good Reason,
      the payment provided in subsection (z) shall be paid in a single lump sum in
      cash six (6) months and one (1) day following such termination;
      and”

    


    2. Section
      7.6(a)(ii) is hereby deleted and replaced with the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “(ii)
      the
      greater of (x) the Employee's Base Salary for the remainder of the Initial
      Term
      and (y) one (1) year of the Employee's Base Salary in effect immediately prior
      to the date of termination (”Severance Pay”). In the case of termination by the
      Employee for Good Reason, one-half of such Severance Pay shall be paid six
      months and one day following termination; and the remainder of such Severance
      Pay shall be paid in six equal monthly installments commencing with the seventh
      month following termination. In the case of termination of the Employee’s
      employment by the Corporation without Cause, the amount of such Severance Pay
      that does not exceed the Applicable Limit, shall be paid in equal monthly
      installments over the Severance Period (as defined in Section 7.6(b)). To the
      extent the Severance Pay exceeds the Applicable Limit, (A) one-half of the
      amount exceeding the Applicable Limit shall be paid six months and one-day
      after
      the date of termination, and (B) one-half of the amount exceeding the Applicable
      Limit shall be paid in six equal monthly installments commencing with the
      seventh month after the date of termination. The Applicable Limit is the amount
      which may not be exceeded as specified in Treas. Reg. 1-.409A-1(b)(iii)(A)
      (generally the lesser of $450,000 (for 2007) and two times Employee’s
      compensation).”

    


    3. Subsection
      (ii) of Section 7.6(b) is hereby deleted and replaced with the following:


    


    “(ii)
      receive a payment in cash following his termination without Cause or for Good
      Reason representing the value of such continued benefits, plus any income tax
      payable by the Employee on such value. The amount provided in subsection (ii)
      shall be paid (A) in a single lump sum payment within thirty (30) days of the
      date of termination if such termination is by the Corporation without Cause,
      and
      (B) in a single lump sum payment six months and one day following the date
      of
      termination if such termination is by the Employee for Good
      Reason.”

    


    4. Section
      7.7 is amended by deleting the phrase “the Severance Pay shall be payable in a
      lump sum in cash within thirty (30) days after the of the date of such
      termination,” and replacing it with “the Severance Pay shall be payable in a
      lump sum in cash six months and one day after the date of such
      termination.”

    


    5. Section
      12.9 is added to the agreement as follows:

    


    12.9 Section
      409A Option Agreement.
      Notwithstanding anything contained herein to the contrary, in the event of
      a
      conflict between this Agreement and the Section 409A Non-Qualified Stock Option
      Agreement dated February
      8, 2006, as amended (the “409A Agreement”), with respect to the exercise
      of options covered thereunder (including the period during which they may be
      exercised), the provisions of the 409A Agreement shall control.

    


    6. 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. 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

            	 


    

     

    
      
        
        

      

      
        3