Acura Pharmaceuticals (ACUR)

PROPOSAL 4
RATIFICATION OF ADOPTION OF THE COMPANY’S
2005 RESTRICTED STOCK UNIT AWARD PLAN

The Company’s 2005 Restricted Stock Unit Award Plan (the “RSU Plan”) was adopted by the Company’s Board of Directors on December 22, 2005. The RSU Plan was amended by the Board of Directors on October 26, 2006, to allow for transfer of Restricted Stock Units (“RSUs”) granted under the RSU Plan under limited circumstances, subject to Board approval. A RSU represents the right to receive (upon payment of $0.01 par value per share) a share of the Company’s Common Stock at a designated time or upon designated events. While the Board does not believe shareholder ratification is required, the Board is seeking shareholder ratification of the RSU Plan. If the RSU Plan is not ratified, the Company will continue to take the position that no shareholder approval is required for the RSU Plan. A copy of the RSU Plan, as amended, is set forth in Appendix D to this Proxy Statement.

Currently Outstanding RSUs. The maximum aggregate number of shares which may be subject to RSUs granted under the RSU Plan is Thirty Million (30,000,000) shares of authorized, but unissued, or reacquired Common Stock. (See “Adjustments Upon Changes in Capitalization or Merger” below.) As of the date of this Proxy Statement, Restricted Stock Units underlying 29,500,000 shares of Common Stock have been granted under the RSU Plan, leaving a balance of 500,000 shares available for award under the RSU Plan. If an RSU should expire or become forfeited for any reason without the underlying shares of Common Stock subject to such RSU having been distributed, the underlying shares shall, unless the RSU Plan shall have been terminated, become available for further grant under the RSU Plan. Unless terminated earlier by the Board of Directors, the RSU Plan terminates when all matters relating to RSUs and the administration of the RSU Plan have been completed and all shares of Common Stock underlying outstanding RSUs have been distributed in accordance with the RSU Plan. The RSU Plan allows for amendment by the Board of Directors.

Purpose. The RSU Plan is intended to assist the Company in securing and retaining key employees and directors by allowing them to participate in the ownership and growth of the Company through the RSUs. The granting of RSUs serves as partial consideration for and give key employees, directors and consultants an additional inducement to, remain in the service of the Company and will provide them with an increased incentive to work for the Company’s success.

The following discussion of the principal features and effects of the RSU Plan, is qualified in its entirety by reference to the text of the RSU Plan, set forth in Appendix D attached hereto.