Exhibit 10.35


SEPRACOR INC.


Restricted Stock Agreement


 


	
  Name of Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of shares of restricted common 

  stock awarded:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  



 


Sepracor Inc. (the “Company”) has selected you to
receive the restricted stock award described above, which is subject to the
provisions of the Company’s 2000 Stock Incentive Plan (the “Plan”) and the
terms and conditions contained in this Restricted Stock Agreement.  Please confirm your acceptance of this
restricted stock award and of the terms and conditions of this Agreement by
signing a copy of this Agreement where indicated below.


	
  

  	
  SEPRACOR INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [insert name and title]

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  [insert name of
  recipient]

  	
   

  



 













 


 


SEPRACOR INC.


Restricted Stock
Agreement


The terms and conditions of the award of shares of
restricted common stock of the Company (the “Restricted Shares”) made to the
Recipient, as set forth on the cover page of this Agreement, are as follows:


1.             Issuance of Restricted Shares.


(a)           The Restricted
Shares are issued to the Recipient, effective as of the Grant Date (as set
forth on the cover page of this Agreement), in consideration of employment
services rendered and to be rendered by the Recipient to the Company.


(b)           The Restricted
Shares will initially be issued by the Company in book entry form only, in the
name of the Recipient.  Following the
vesting of any Restricted Shares pursuant to Section 2 below, the Company
shall, if requested by the Recipient, issue and deliver to the Recipient a
certificate representing the vested Restricted Shares.    The Recipient
agrees that the Restricted Shares shall be subject to the forfeiture provisions
set forth in Section 3 of this Agreement and the restrictions on transfer
set forth in Section 4 of this Agreement.


2.             Vesting.


(a)           Vesting Schedule.  Unless otherwise provided in this Agreement
or the Plan, the Restricted Shares shall vest in accordance with the following
vesting schedule:  [___% of the total number of Restricted Shares shall vest on
the first anniversary of the Grant Date and ___% of the total number of
Restricted Shares shall vest on each successive anniversary thereafter, through
and including the ____ anniversary of the Grant Date].  Any fractional number of Restricted Shares
resulting from the application of the foregoing percentages shall be rounded
down to the nearest whole number of Restricted Shares.


(b)           Acceleration of
Vesting.  Notwithstanding the
foregoing vesting schedule, as provided in the Plan, all unvested Restricted
Shares  shall vest
effective immediately prior to a Change in Control Event (as defined in the
Plan).


3.             Forfeiture of Unvested Restricted Shares Upon
Employment Termination.


In the event that the Recipient ceases to be employed
by, a director of, or a consultant or advisor to, the Company for any reason or
no reason, with or without cause all of the Restricted Shares that are unvested
as of the time of such employment termination shall be forfeited immediately
and automatically to the Company, without the payment of any consideration to
the Recipient, effective as of such termination of employment.  The Recipient shall have no further rights
with respect to any Restricted Shares that are so forfeited.  If the Recipient is employed by a subsidiary
of the Company, any references in this Agreement to employment with the Company
shall instead be deemed to refer to employment with such subsidiary.













 


4.             Restrictions on Transfer.


The Recipient shall not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”) any Restricted Shares, or any interest therein, until
such Restricted Shares have vested, except that the Recipient may transfer such
Restricted Shares as part of the sale of all or substantially all of the shares
of capital stock of the Company (including pursuant to a merger or
consolidation).  The Company shall not be
required (i) to transfer on its books any of the Restricted Shares which have
been transferred in violation of any of the provisions of this Agreement or
(ii) to treat as owner of such Restricted Shares or to pay dividends to any
transferee to whom such Restricted Shares have been transferred in violation of
any of the provisions of this Agreement.


5.             Restrictive Legends.


The book entry account reflecting the issuance of the
Restricted Shares in the name of the Recipient shall bear a legend or other
notation upon substantially the following terms:


“These shares of stock are subject to forfeiture
provisions and restrictions on transfer set forth in a certain Restricted Stock
Agreement between the corporation and the registered owner of these shares (or
his or her predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Secretary of the corporation.”


6.             Rights as a Shareholder.


Except as otherwise provided in this Agreement, for so
long as the Recipient is the registered owner of the Restricted Shares, the
Recipient shall have all rights as a shareholder with respect to the Restricted
Shares, whether vested or unvested, including, without limitation, any rights
to receive dividends and distributions with respect to the Restricted Shares
and to vote the Restricted Shares and act in respect of the Restricted Shares
at any meeting of shareholders.


7.             Provisions of the Plan.


This Agreement is subject to the provisions of the
Plan, a copy of which is furnished to the Recipient with this Agreement.  As provided in the Plan, upon the occurrence
of a Reorganization Event (as defined in the Plan), the rights of the Company
hereunder (including the right to receive forfeited Restricted Shares) shall
inure to the benefit of the Company’s successor and, unless the Board
determines otherwise, shall apply to the cash, securities or other property
which the Restricted Shares were converted into or exchanged for pursuant to
such Reorganization Event in the same manner and to the same extent as they
applied to the Restricted Shares under this Agreement.


8.             Tax Matters.


(a)           Acknowledgments;
Section 83(b) Election.  The
Recipient acknowledges that he or she is responsible for obtaining the advice
of the Recipient’s own tax advisors with respect to the acquisition of the
Restricted Shares and the Recipient is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents with
respect to the tax consequences relating to the Restricted Shares.  The Recipient understands that the Recipient
(and not the Company) shall be responsible for the Recipient’s tax liability
that may arise in connection with the acquisition, vesting and/or disposition
of the Restricted Shares.  













The Recipient acknowledges that he or she has been
informed of the availability of making an election under Section 83(b) of the
Internal Revenue Code, as amended, with respect to the issuance of the
Restricted Shares and that the Recipient has decided not to file a Section
83(b) election.


(b)           Withholding.
The Recipient acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Recipient any federal, state,
local or other taxes of any kind required by law to be withheld with respect to
the vesting of the Restricted Shares.  On
each date on which Restricted Shares vest, the Company shall deliver written
notice to the Recipient of the amount of withholding taxes due with respect to
the vesting of the Restricted Shares that vest on such date; provided, however,
that the total tax withholding cannot exceed the Company’s minimum statutory
withholding obligations (based on minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to
such supplemental taxable income).  The
Recipient shall satisfy such tax withholding obligations by making a cash
payment to the Company on the date of vesting of the Restricted Shares, in the
amount of the Company’s withholding obligation in connection with the vesting
of such Restricted Shares.


9.             Miscellaneous.


(a)           No Right to
Continued Employment.  The Recipient
acknowledges and agrees that, notwithstanding the fact that the vesting of the
Restricted Shares is contingent upon his or her continued employment by the
Company, this Agreement does not constitute an express or implied promise of continued
employment or confer upon the Recipient any rights with respect to continued
employment by the Company.


(b)           Governing Law.  This Agreement shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws provisions.