FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “
Amendment ”) made this 16 th 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 ”).
R E C I TA L S
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:
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.
Except as expressly amend