SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
SECOND
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS
SECOND
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
“Second Amendment”)
made
this 24th
day of
May, 2005 by and between ACURA
PHARMACEUTICALS, INC.,
a New
York corporation,
formerly known as Xxxxxx Drug Co., Inc.
(the
“Corporation”),
with
offices at 000 X. Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 and
XXXXXX
X. XXXXXXX, residing
at 000 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxxxxxxxxxx 00000 (the “Employee”).
RECITALS
A. |
The
Corporation and the Employee executed an employment agreement dated
as of
August 26, 2003, which agreement was amended by an Amendment to Executive
Employment Agreement between the Employee and the Corporation, dated
May
27, 2004 (as so amended, the “Employment Agreement”).
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B. |
Pursuant
to Section 2 of the Employment Agreement, the term of Employee’s
employment under the Agreement is automatically extended for successive
one (1) year periods, unless notice of non-renewal from either the
Employee or the Corporation is
received no later than (90) days prior to the expiration of the Initial
Term and each Renewal Period (as defined in the Employment
Agreement”).
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C. |
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
2
of the Employment Agreement is hereby deleted in its entirety and the following
is inserted in its place:
“2. Term
of Employment.
The
term of the Employee's employment under this Agreement shall commence on the
date of this Agreement and shall expire two (2) years from the date hereof
(the
"Initial
Term"),
unless sooner terminated pursuant to Section 7 of this Agreement; provided,
however,
that
the
Employee’s term of
employment hereunder
shall automatically be extended for successive one (1) year periods (each,
a
"Renewal
Period"
and
together with the Initial Term, the "Term"),
unless either the Corporation or the Employee provides written notice of
non-renewal of the Employee's employment with the Corporation (i) thirty (30)
days prior to the expiration of the Initial Term or (ii) ninety (90) days prior
to the expiration of any Renewal Period.”
2. The
Corporation shall reimburse the Employee,
on or
before thirty (30) days following the date of execution of this Second
Amendment,
for the
reasonable legal fees and expenses incurred by the Employee for review and
negotiation of this Second Amendment and
for
review and analysis of the Employee’s stock option arrangements and certain
related matters.
3. Except
as
expressly amended by this Second Amendment, the Employment Agreement remains
unmodified and in full force and effect. Capitalized terms used herein shall
have the same meaning as in the Employment Agreement unless otherwise defined
herein. This Second 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
Second 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 Second Amendment as of the date first above
written.
ATTEST: | ACURA PHARMACEUTICALS, INC. | ||
By:
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/s/ Xxxxx X. Xxxxxxx | ||
|
Xxxxx X. Xxxxxxx, |
||
Senior
Vice President and Chief Financial Officer |
WITNESS: | EMPLOYEE | ||
By:
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/s/ Xxxxxx X. Xxxxxxx | ||
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Xxxxxx X. Xxxxxxx |
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