FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
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 XXXXXX X. XXXXXXX (the
“Employee”).
RECITALS
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A.
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The
Corporation and the Employee executed an Executive Employment Agreement
dated as of August 26, 2003, as amended (as amended, the “Employment
Agreement”).
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B.
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The
Corporation and the Employee now desire to further amend the Employment
Agreement as provided herein.
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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.
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By:
/s/ Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
Senior Vice President and
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Chief Financial Officer
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EMPLOYEE
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By: /s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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