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”),
      with
      offices at 616 N. North Court, Suite 120, Palatine, Illinois 60067 and
PETER
      A. CLEMENS
      (the
“Employee”).

    


    RECITALS

     

    
      
        	
              	A.	
                The
                  Corporation and the Employee executed an employment agreement dated
                  as of
                  March 10, 1998, as amended on three occasions (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 8.6(A) is hereby deleted and replaced with the following: 

    


    “(A)
      In
      the event of a termination of Employee's employment with the Corporation without
      Cause or a termination by Employee of his employment with the Corporation for
      Good Reason, prior to the last day of the Initial Term or any Renewal Term,
      the
      Corporation shall pay to Employee, in a single lump sum in cash within thirty
      (30) days after the date of termination, in the case of a termination without
      Cause, and six months and one day after termination, in the case of termination
      for Good Reason (including termination following a Change of Control as provided
      in Section 8.7) an amount equal to (a) his then accrued and unpaid base salary
      plus
      bonuses
      through and including the date of termination, plus
      (b) the
      greater of (i) $280,000, or (ii) twice the Employee's Annual Base Salary in
      effect immediately prior to the date of termination.”

    


    2.
      Section 13.10 is added to the agreement as follows:

    


    13.10 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 on
      or
      about February, 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.

     

    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/
              Andrew
              D. Reddick
	 	 	
              Name:
                Andrew D. Reddick

            
	 	 	
              Title:
                President and

            
	 	 	
              Chief
                Executive Officer

            
	 	 	
               

            
	 	
              EMPLOYEE

            
	 	 
	 	
              By: 

            	/s/
              Peter
              A. Clemens
	 	 	
              Peter
                A. Clemens

            


    

     

    
      
        
        

      

      
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