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ACUR > SEC Filings for ACUR > Form 8-K on 17-Dec-2012All Recent SEC Filings

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Form 8-K for ACURA PHARMACEUTICALS, INC


17-Dec-2012

Change in Directors or Principal Officers, Financial Statements and Ex


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December 14, 2012, (i) we and Robert B. Jones, our President and Chief Executive Officer entered into an amendment (the "Jones Amendment") to his employment agreement dated March 18, 2008 (together with the prior amendment, the "Jones Agreement") and (ii) we and Peter A. Clemens, our Chief Financial Officer and Senior Vice President entered into an amendment (the "Clemens Amendment", and together with the Jones Amendment, the "Amendments") to his employment agreement dated March 10, 1998 (together with the prior amendments, the "Clemens Agreement").

The Amendments were entered into in reliance on the Proposed Regulations to
Section 409A of the Internal Revenue Code, and the regulations thereunder ("Section 409A") and, among other things, are intended to make sure that certain payments on termination to which Mr. Clemens or Mr. Jones have not yet vested are made on the same schedule and with a six month delay, where required under
Section 409A for "specified employees" and to otherwise comply with Section 409A. Both Mr. Jones and Mr. Clemens are currently "specified employees." The Amendments did not increase any amounts to which either Mr. Jones or Mr. Clemens is entitled but did adjust the timing of certain payments depending on whether or not Mr. Clemens or Mr. Jones are "specified employees" at termination. A summary of the significant changes to the schedule of payments is set forth in the tables below.

                                Robert B. Jones



Termination Trigger    Payment Schedule Prior to    Payment Schedule After Giving
                                 Jones                Effect to Jones Amendment
                               Amendment
                     Severance          Portion of  Severance and Portion of Bonus
                                        Bonus to    to Which Mr. Jones May be
                                        Which Mr.   Entitled
                                        Jones May
                                        be Entitled
Without Cause        Equal monthly      30 days
                     installments over  after
                     12 months, except  termination
                     if it would cause
                     amounts to exceed
                     certain limits
                     then excess that
                     was supposed to be
                     paid in first six              ½ payable, 6 months and 1 day
                     months is paid 6               after termination and
                     months after                   remainder payable in 6 monthly
                     termination                    installments, if Jones is
Good Reason          Same as Without    30 days     "specified employee." If not a
                     Cause              after       "specified employee," then in
                                        termination 12 equal monthly installments.
Voluntary or         Six months and one 30 days
Involuntary          day after          after
Termination  after a termination        termination
change of control
that is not a 409A
Change of Control*
or more than  Two
Years After a 409A
Change of Control
Voluntary or         31 days after      30 days     Six months and 1 day after
Involuntary          change of control  after       termination, if  Mr. Jones is
Termination  Within                     termination a "specified employee",
Two Years After a                                   otherwise 31 days after
409A  Change of                                     termination
Control

*A 409A Change of Control is. a change in ownership, change in effective control or a change in ownership of a substantial portion of assets as construed under the regulations to Section 409A.

                                PETER A. CLEMENS



Termination Trigger   Payment Schedule Prior to    Payment Schedule After Giving
                               Clemens              Effect to Clemens Amendment
                              Amendment
                    Severance      Portion of     Severance and Portion of Bonus
                                   Bonus to Which to Which Mr. Clemens May be
                                   Mr. Clemens    Entitled
                                   May be
                                   Entitled
Without Cause       30 days after  30 days after
                    termination    termination

Good Reason         Six months and Six months and
                    one day after  one day after
                    termination    termination
Voluntary or        Six months and Six months and
Involuntary         one day after  one day after
Termination  after  termination    termination    6 months and 1 day after
a change of control                               termination, if Clemens is
that is not a 409A                                "specified employee",  under
Change of Control*                                Section 409A, otherwise 30 days
or more than  Two                                 after termination.
Years After a 409A
Change of Control
Voluntary or        Six months and Six months and
Involuntary         one day after  one day after

Termination Within termination termination Two Years After a
409A Change of
Control

There are also special provisions for certain payments in the event Mr. Jones or Mr. Clemens dies within six months after termination.

The foregoing is merely a summary of the material terms of the Amendments, and does not purport to be complete. Reference is made to the attached Exhibits for the full terms of the Amendments.



Item 9.01 Financial Statements and Exhibits

Exhibit Number   Description

10.1             Second Amendment to Employment Agreement of Robert B. Jones

10.2             Sixth Amendment to Employment Agreement of Peter A. Clemens

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