**Exhibit 10.2**

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**EMPLOYMENTAGREEMENT**

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THIS EMPLOYMENTAGREEMENT (the “Agreement”), made this 15th day of October 2007, is enteredinto by Sepracor Inc., a Delaware corporation with its principal place ofbusiness at 84 Waterford Drive, Marlborough, Massachusetts 01752-7231 (the “Company”),and Mark Iwicki residing at 12 Bristol Terrace, Long Valley, New Jersey 07853(the “Executive”).

 

The Companydesires to employ the Executive and the Executive desires to be employed by theCompany. In consideration of the mutual covenants and promises containedherein, and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged by the parties hereto, the parties agree asfollows:

 

# 1.             Termof Employment. The Company hereby agrees to employ the Executive and theExecutive hereby accepts employment with the Company, upon the terms set forthin this Agreement, for the period commencing on October 15, 2007 (the “CommencementDate”)****and ending on October 15,2012 (the “Term”)**.**Notwithstandingthe foregoing, the Term shall be extended automatically without further actionby either party by one (1) additional year (added to the end of the Term) oneach succeeding anniversary of October 15, 2012, unless either party shall haveserved written notice upon the other party at least sixty (60) days precedingthe date upon which such Term would end (such period, as it may be extended,the “Employment Period”), unless sooner terminated in accordance with theprovisions of Section 4.

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# 2.             Title and Capacity.The Executive shall serve as Executive Vice-President, Chief Commercial Officerof the Company. Executive shall report directly to the Chief Executive Officerof the Company and shall, except as permitted hereby, devote all of hisbusiness time and services to the business and affairs of the Company. Executiveshall also perform such other duties consistent with his position as ExecutiveVice-President, Chief Commercial Officer as 

 

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# may be reasonablyassigned by the Chief Executive Officer and the Board of Directors of theCompany (the “Board”) from time to time. The Executive agrees to abide by therules, regulations, instructions, personnel practices and policies of theCompany and any changes therein that may be adopted from time to time by theCompany.

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Notwithstandinganything herein to the contrary, Executive shall be entitled to engage in (a)service on the board of directors of one company, businesses or tradeorganization with prior Board approval, (b) service on the board of directorsof not-for-profit or charitable organizations with prior Board approval, (c)other charitable activities and community affairs and (d) managing his personalinvestments and affairs, in each case to the extent such activities do notmaterially interfere with the performance of his duties and responsibilities tothe Company.

 

# 3.             Compensation andBenefits.

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## 3.1           Salary. Duringthe term of this Agreement, the Company agrees to pay to the Executive a basesalary at the annualized rate of $475,000 (“Base Salary”) commencing on theCommencement Date. The Base Salary shall be subject to annual review by theBoard but shall not be reduced below $475,000 per annum. Such salary shall bepayable to Executive in bi-weekly installments and in accordance with theCompany’s normal payroll procedures.

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## 3.2           Bonus. TheExecutive shall receive a one-time “Sign On” bonus of $175,000 less applicabletaxes and withholdings to be paid within thirty (30) days of the CommencementDate, provided, however, if the Executive’s employment is terminated,within twelve (12) months of the Commencement Date, for Cause by the Companypursuant to Section 4.2 or at the election of the Executive pursuant to Section4.5, the Executive will be required to repay the portion of the Sign On bonusretained by Executive after the payment of all taxes. In addition, theExecutive shall be eligible for a performance-based annual bonus for eachfiscal 

 

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## year of the Term (the “AnnualBonus”). The Annual Bonus shall be based upon annual quantitative and qualitativeperformance targets as established by the Board in its sole discretion inaccordance with the Company’s bonus plan; provided, that the Executive’sannual bonus level target shall be set at sixty percent (60%) of Base Salary. For2007, Executive shall be entitled to a guaranteed bonus in the amount of$75,000 payable on or about February 2008. For 2008, Executive shall beentitled to a guaranteed Annual Bonus in an amount equal to sixty percent (60%)of his Base Salary. The Annual Bonus is not earned until the close of businesson the last business day of the Company’s fiscal year. Any Annual Bonus payablehereunder shall be payable, if at all, after the date of the delivery of theaudited financial statements for the applicable fiscal year. The Company’s fiscalyear currently ends December 31.

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## 3.3           Stock and OptionGrant. At the first meeting of the Compensation Committee of the Board ofDirectors following the Executive’s first day of employment, the Company shallgrant to the Executive, under the Company’s 2000 Stock Incentive Plan (the “StockPlan”), 80,000 shares of restricted stock and an option to purchase 150,000shares of Company stock (the “Initial Grant”). The terms and conditions of theInitial Grant (other than the exercise price per share, which shall be equal tothe closing price of the Company’s stock on the grant date) shall be set forthin the award agreements attached hereto as Schedules A and B. The Initial Grantshall vest in five equal installments on each of the first five anniversariesof the Commencement Date. The Board, in its sole discretion, may grant furtherincentive compensation awards to the Executive from time to time. The Companyrepresents and warrants to Executive that the Company has full power andauthority, subject to Compensation Committee approval, and shares availableunder the Stock Plan to make the Initial Grant.

 

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## 3.4           Benefits. TheExecutive shall be entitled to participate in all bonus and benefit programsthat the Company establishes and makes available to its employees, to theextent that the Executive is eligible under (and subject to the provisions of)the plan documents governing those programs. The Executive shall be entitled tono less than four weeks paid vacation per year, subject to the other terms ofthe Company’s standard vacation policy (Schedule C).

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## 3.5           Reimbursement ofExpenses. The Company shall reimburse the Executive for all reasonabletravel (which shall be deemed to include first class airfare), entertainmentand other expenses incurred or paid by the Executive during the one year periodbeginning on this Commencement Date in connection with, or related to, theperformance of his duties, responsibilities or services under this Agreement orin connection with Executive’s commuting to and from his personal residence inNew Jersey and the Company’s offices, upon presentation by the Executive ofdocumentation, expense statements, vouchers and/or such other supportinginformation as the Company may request. All reimbursement payments madepursuant to this Section 3.5 shall be made on a fully tax grossed-up basis.

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## 3.6           HousingExpenses. The Company understands that the Executive intends to maintainhis primary residence outside the Massachusetts area for up to twelve (12)months and then intends to relocate to the Massachusetts area. Until the thirdanniversary of the Commencement Date, the Company agrees to provide theExecutive with a housing allowance of $3,750 per month, which payments shall beincreased on a fully tax grossed-up basis. The Company also will reimburse theExecutive for reasonable travel, meals and lodging expenses incurred by him forup to two trips for the purpose of securing such house or apartment within asuitable distance to the Company’s headquarters. Executive shall be entitled torelocation 

 

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## benefits afforded by theCompany to other Company executives if and when Executive decides topermanently relocate his primary residence to the Massachusetts area.

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## 3.7           Executive’sLegal Fees. The Company agrees to pay the Executive’s reasonable legalcosts and expenses in connection with negotiating and drafting this Agreementup to a maximum of $15,000.

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## 3.8           Automobile. TheCompany agrees to provide the Executive with an automobile allowance or aleased automobile with a retail value of up to $60,000, which payments shall beincreased on a fully tax grossed-up basis. In addition, the Company agrees topay all insurance, maintenance, fuel and other customary costs associated withoperating the automobile.

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## 3.9           Withholding. Allsalary, bonus and other compensation payable to the Executive shall be subjectto applicable withholding taxes.

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# 4.             EmploymentTermination. The employment of the Executive under this Agreement shallterminate upon the occurrence of any of the following:

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## 4.1           On the expiration dateof the Employment Period.

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## 4.2           At the election of theCompany, for Cause (as defined below), immediately upon written notice by theCompany to the Executive, which notice shall identify the Cause upon whichtermination is based. For the purposes of this Section 4.2, Cause fortermination shall mean: (a) the Executive’s willful and continued failure tosubstantially perform his reasonable assigned duties (other than any suchfailure resulting from incapacity due to physical or mental illness or anyfailure after the Executive gives notice of termination for Good Reason andGood Reason exists), which failure is not cured within 30 days after a writtendemand for substantial performance is received by the Executive from the Boardof Directors of 

 

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## the Company whichspecifically identifies the manner in which the Board of Directors believes theExecutive has not substantially performed the Executive’s duties; (b) theExecutive’s willful engagement in illegal conduct or gross misconduct which is materiallyand demonstrably injurious to the Company; or (c) a material breach of Section6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, noact or failure to act by the Executive shall be considered “willful” unless itis done, or omitted to be done, in bad faith and without reasonable belief thatthe Executive’s action or omission was in the best interests of the Company.

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## 4.3           Upon the death ordisability of the Executive. As used in this Agreement, the term “disability”shall mean the Executive’s absence from the full-time performance of theExecutive’s duties with the Company for one hundred eighty (180) consecutivecalendar days as a result of incapacity due to mental or physical illness whichis determined to be total and permanent by a physician selected by the Companyor its insurers and acceptable to the Executive or the Executive’s legalrepresentative.

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## 4.4           At the election of theExecutive for Good Reason as defined herein. The Executive may terminate hisemployment for Good Reason at any time during the twenty-four (24) monthsfollowing the initial occurrence of the condition giving rise to Good Reason,with 30-days prior written notice of such termination to the Company. Suchnotice shall provide factual details of the basis behind such termination andthe Company shall have a thirty (30) day period thereafter to cure such matter.As used herein, the term “Good Reason” shall mean: (a) a material breach by theCompany of the terms of this Agreement, including the failure to pay BaseSalary or any Annual Bonus when due; or (b) any material adverse change by theCompany in Executive’s titles, authorities, duties, responsibilities or linesof reporting inconsistent with the terms hereof or the assignment to Executiveby the Company of titles, authorities, duties, 

 

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## responsibilities or linesof reporting inconsistent with the terms hereof, or (c) a relocation of theprincipal offices of the Company to an area more than forty (40) miles from thelocation of such offices as of the date hereof.

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## 4.5           At the election of theExecutive without Good Reason, upon not less than sixty (60) calendar daysprior written notice of termination by the Executive to the Company; provided,however, that the Company may, in its sole discretion, determine thatthe termination of the Executive shall become effective immediately and inwhich case the termination shall still be considered at the election of theExecutive without Good Reason.

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## 4.6           At the election of theCompany, without Cause, upon not less than sixty (60) days written notice toExecutive.

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## 4.7           At the election of theCompany or the Executive in connection with a Change in Control, as set forthin the Executive Retention Agreement between the Company and the Executive (the“ERA”), dated as of the date hereof. “Change in Control” shall have the meaningset forth in the ERA.

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# 5.             Effect ofTermination.

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## 5.1           Non-Renewal,Termination Without Good Reason By the Executive or Termination For Cause Bythe Company. In the event the Executive’s employment is terminated bynon-renewal pursuant to Section 4.1, for Cause by the Company pursuant toSection 4.2, or at the election of the Executive pursuant to Section 4.5, theCompany shall pay to the Executive the compensation and benefits otherwise payableto him under Section 3 through the last calendar day of his actual employmentby the Company.

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## 5.2           Termination forDeath or Disability. In the event the Executive’s employment is terminatedby death or because of disability pursuant to Section 4.3, the Company 

 

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## shall pay to the estateof the Executive or to the Executive, as the case may be, (A) within thirty(30) days of the date of the Executive’s death or determination of disability,the compensation which would otherwise be payable to the Executive up to theend of the month in which the termination of his employment because of death ordisability occurs; and (B) an annual bonus, payable when bonuses are paid forthat year, in an amount equal to the total bonus he would be paid for suchyear, if any, multiplied by a fraction, the numerator of which is the number ofdays in the year that have elapsed since January 1 and the denominator of whichis 365 (a “Pro Rata Bonus”). In addition, the Company shall permit Executive orExecutive’s estate or representative to exercise the vested stock optionportion of the Initial Grant for a period of no less than one year after anysuch termination of employment.

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## 5.3           TerminationBy the Executive With Good Reason or By the Company Without “Cause”. In theevent the Executive’s employment is terminated by the Executive with GoodReason pursuant to Section 4.4 or by the Company without Cause pursuant toSection 4.6, the Company shall pay to the Executive the compensation andbenefits otherwise payable to him under Section 3 through the last calendar dayof his actual employment by the Company. In addition, provided the Executiveexecutes and does not revoke a Separation Agreement and Release of Claims forthe benefit of the Company substantially in the form set forth on Schedule Dhereto, the Company shall****(a)****continue to pay the Executive the BaseSalary for eighteen (18) months in accordance with the Company’s regularpayroll practices; (b) pay the Executive a Pro Rata Bonus; (c) pay theExecutive, in bi-weekly installments, over an eighteen-month period, an amountequal in the aggregate to 1.5 times the average Annual Bonus earned forthe two years prior to the date of his termination (in the event Executive hasnot been employed for a sufficient period to earn two such bonuses, suchcalculation shall be made assuming Executive earned a 

 

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## bonus for any such yearat a target level of performance (taking into account any minimum bonusamount)); (d) provide to the Executive for 18 months following the date of histermination payment of COBRA premiums for medical, dental, and vision benefitspursuant to plans maintained by the Company under which Executive and/orExecutive’s family is eligible to receive benefits; provided, however, that,notwithstanding the foregoing, the benefits described in this subsection may bediscontinued prior the end of the period, but only to the extent, thatExecutive receives substantially similar benefits from a subsequent employer;and (e) permit Executive to exercise the stock option portion of the InitialGrant for a period of no less than six months after the date of termination.

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## 5.4           TerminationFollowing a Change in Control. In the event the Executive’semployment is terminated pursuant to Section 4.7 by the Company or by theExecutive within 24 months following the Change in Control Date as defined inthe ERA, the Executive will be entitled to the benefits set forth in the ERA inaccordance with the terms of the ERA.

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## 5.5           SixMonth Delay. If any payment, compensation or other benefit provided to theExecutive in connection with his employment termination is determined, in wholeor in part, to constitute “nonqualified deferred compensation” within themeaning of Section 409A and the Executive is a specified employee as defined inSection 409A(a)(2)(B)(i), no part of such payments shall be paid before the daythat is six (6) months plus one (1) day after the date of termination (the “NewPayment Date”). In the case of welfare benefit continuation, the Company shalluse its best efforts to enable Executive to obtain such benefits at Executive’sexpense prior to the New Payment Date. The aggregate of any payments thatotherwise would have been paid to the Executive (or on Executive’s behalf)during the period between the date of termination and the New Payment Dateshall be paid to the Executive in a lump sum on such 

 

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## New Payment Date. Thereafter,any payments that remain outstanding as of the day immediately following theNew Payment Date shall be paid without delay over the time period originallyscheduled, in accordance with the terms of this Agreement.

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# 6.             Non-Competitionand Non-Solicitation.

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### (a)           While the Executive isemployed by the Company and for a period of twelve (12) months following theExecutive’s termination or cessation of such employment for any reason, theExecutive will not directly or indirectly:

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#### (i)            Engage in any businessor enterprise (whether as an owner, partner, officer, employee, director,investor, lender, consultant, independent contractor or otherwise, except asthe holder of not more than 5% of the combined voting power of the outstandingstock of a publicly held company) that (A) is competitive with the Company’sbusiness and (B) develops, designs, produces, markets, sells or rendersany product or service competitive with any product developed, produced,marketed, sold or rendered by the Company while the Executive was employed bythe Company;

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#### (ii)           Either alone or inassociation with others, recruit or solicit, any person who was employed by theCompany at any time during the period of the Executive’s employment with theCompany, except for an individual whose employment with the Company has beenterminated for a period of six months or longer; and

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#### (iii)          Either alone or inassociation with others, solicit, divert or take away, or attempt to divert orto take away, the business or patronage of any of the clients, customers oraccounts, or prospective clients, customers or accounts, of the Company whichwere contacted, solicited or served by the Executive while he was employed bythe Company.

 

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### (b)           If any restriction setforth in this Section 6 is found by any court of competent jurisdiction to beunenforceable because it extends for too long a period of time or over toogreat a range of activities or in too broad a geographic area, it shall beinterpreted to extend only over the maximum period of time, range of activitiesor geographic area as to which it may be enforceable.

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### (c)           The Executiveacknowledges that the restrictions contained in this Agreement are necessaryfor the protection of the business and goodwill of the Company and areconsidered by the Executive to be reasonable for such purpose. The Executiveagrees that any breach of this Agreement will cause the Company substantial andirrevocable damage and therefore, in the event of any such breach, in additionto such other remedies which may be available, the Company shall have the rightto seek specific performance and injunctive relief without posting a bond.

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### (d)           The geographic scope ofthis Section shall extend to anywhere the Company or any of its subsidiaries isdoing business during the Term or has plans, during the Term, to do business.

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### (e)           The Executive agrees toprovide a copy of this Agreement to all person and Entities with whom the Executiveseeks to be hired or do business before accepting employment or engagement withany of them.

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### (f)            If the Executiveviolates the provisions of this Section, the Executive shall continue to beheld by the restrictions set forth in this Section, until a period equal to theperiod of restriction has expired without any violation.

 

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# 7.             ProprietaryInformation and Developments.

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## 7.1           ProprietaryInformation.

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### (a)           The Executive agreesthat all information, whether or not in writing, of a private, secret or confidentialnature concerning the Company’s business, business relationships or financialaffairs (collectively, “Proprietary Information”) is and shall be the exclusiveproperty of the Company. By way of illustration, but not limitation,Proprietary Information may include discoveries, inventions, products, productimprovements, product enhancements, processes, methods, techniques, formulas,compositions, compounds, negotiation strategies and positions, projects,developments, plans (including business and marketing plans), research data,clinical data, financial data (including sales, costs, profits and pricingmethods), personnel data, computer programs (including software used pursuantto a license agreement), customer and supplier lists, and contacts at orknowledge of customers or prospective customers of the Company. Except asrequired by applicable law, the Executive will not disclose any ProprietaryInformation to any person or entity other than employees of the Company or usethe same for any purposes (other than in the performance of his duties as anemployee of the Company) without prior written approval from the ChiefExecutive Officer, either during or after his employment with the Company,unless and until such Proprietary Information has become public knowledgewithout fault by the Executive.

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### (b)           The Executive agreesthat all files, documents, letters, memoranda, reports, records, data,sketches, drawings, methods, laboratory notebooks, program listings, computerequipment or devices, computer programs or other written, photographic, orother tangible material containing Proprietary Information, whether created bythe Executive or others, which shall come into his custody or possession, shallbe and are the exclusive property of the 

 

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### Company and are to beused by the Executive only in the performance of his duties for the Company. Allsuch materials or copies thereof and all tangible property of the Company inthe custody or possession of the Executive shall be delivered to the Companyupon the earlier of (i) a request by the Company or (ii) terminationof his employment. After such delivery, the Executive shall not retain any suchmaterials or copies thereof or any such tangible property.

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### (c)           The Executive agreesthat his obligation not to disclose or to use information and materials of thetypes set forth in subsections (a) and (b) above, and his obligation to returnmaterials and tangible property set forth in subsection (b) above, also extendsto such types of information, materials and tangible property of customers ofthe Company or suppliers to the Company or other third parties who may havedisclosed or entrusted the same to the Company or to the Executive.

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## 7.2           Developments.

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### (a)           The Executive will makefull and prompt disclosure to the Company of all inventions, creations,improvements, discoveries, trade secrets, secret processes, technology,know-how, copyrightable materials, methods, developments, software, and worksof authorship or other creative works, whether patentable or not, which arecreated, made, conceived or reduced to practice by him or under his directionor jointly with others during his employment by the Company, whether or notduring normal working hours or on the premises of the Company (all of which arecollectively referred to in this Agreement as “Developments”).

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### (b)           The Executive agrees toassign and does hereby assign to the Company (or any person or entitydesignated by the Company) all his right, title and interest in and to allDevelopments and all related patents, patent applications, copyrights andcopyright applications. However, this subsection (b) shall not apply toDevelopments that do not relate to 

 

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### any business or researchand development conducted or planned to be conducted by the Company at the timesuch Development is created, made, conceived or reduced to practice and thatare made and conceived by the Executive not during normal working hours, not onthe Company’s premises and not using the Company’s tools, devices, equipment orProprietary Information. The Executive understands that, to the extent thisAgreement shall be construed in accordance with the laws of any state thatprecludes a requirement in an employee agreement to assign certain classes ofinventions made by an employee, this subsection (b) shall be interpreted not toapply to any invention that a court rules and/or the Company agrees fallswithin such classes. The Executive also hereby waives all claims to moralrights in any Developments.

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### (c)           The Executive agrees tocooperate fully with the Company and to take such further actions as may benecessary or desirable, both during and after his employment with the Company,with respect to the procurement, maintenance and enforcement of copyrights,patents and other intellectual property rights (both in the United States andforeign countries) relating to Developments. The Executive shall sign allpapers, including, without limitation, copyright applications, patentapplications, declarations, oaths, formal assignments, assignments of priorityrights and powers of attorney, that the Company may deem necessary or desirablein order to protect its rights and interests in any Development. The Executivefurther agrees that if the Company is unable, after reasonable effort, tosecure the signature of the Executive on any such papers, the Chief ExecutiveOfficer of the Company shall be entitled to execute any such papers as theagent and the attorney-in-fact of the Executive, and the Executive herebyirrevocably designates and appoints the Chief Executive Officer of the Companyas his agent and attorney-in-fact to execute any such papers on his behalf andto take any and all actions as the 

 

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### Company may deemnecessary or desirable in order to protect its rights and interests in anyDevelopment under the conditions described in this sentence.

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## 7.3           United StatesGovernment Obligations. The Executive acknowledges that the Company fromtime to time may have agreements with other parties or with the United StatesGovernment, or agencies thereof, which impose obligations or restrictions onthe Company regarding inventions made during the course of work under suchagreements or regarding the confidential nature of such work. The Executiveagrees to be bound by all such obligations and restrictions that are made knownto the Executive and to take all action necessary to discharge the obligationsof the Company under such agreements.

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## 7.4           Other Agreements.The Executive hereby represents that he is not bound by the terms of anyagreement with any previous employer or other party to refrain from competing,directly or indirectly, with the business of such previous employer or anyother party. The Executive further represents that his performance of all theterms of this Agreement and the performance of his duties as an employee of theCompany does not and will not breach any agreement to keep in confidenceproprietary information, knowledge or data acquired by him in confidence or intrust prior to his employment with the Company and that the Executive will notdisclose to the Company or induce the Company to use any confidential orproprietary information, knowledge or material belonging to any previousemployer or others. The Executive further represents that his performance ofall the terms of this Agreement and the performance of his duties as anemployee of the Company does not and will not breach any agreement to refrainfrom soliciting employees, customers or suppliers of any former employer orothers.

 

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# 8.             Indemnification.The Company shall indemnify the Executive in accordance with its Certificate ofIncorporation and By-Laws.

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# 9.             Survival. Theprovisions of Sections 6, 7 and 8 shall survive the termination of thisAgreement for any reason.

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# 10.           Notices. Anynotices delivered under this Agreement shall be deemed duly delivered three (3)business days after it is sent by registered or certified mail, return receiptrequested, postage prepaid, or one (1) business day after it is sent fornext-business day delivery via a reputable nationwide overnight courierservice, in each case to the address of the recipient set forth in theintroductory paragraph hereto. Either party may change the address to whichnotices are to be delivered by giving notice of such change to the other partyin the manner set forth in this Section 10.

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# 11.           Compliance with CodeSection 409A. It is intended that this Agreement comply with or be exemptfrom the requirements of Sections 409A(a)(2) through (4) of the InternalRevenue Code of 1986, as amended, and all regulations issued thereunder. TheAgreement shall be interpreted and administered for all purposes in accordancewith this intent and may be amended by the Company, following consultation withExecutive and Executive’s legal and tax advisors, at any time if such amendmentis deemed necessary to satisfy this intent.

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# 12.           Pronouns. Wheneverthe context may require, any pronouns used in this Agreement shall include thecorresponding masculine, feminine or neuter forms, and the singular forms ofnouns and pronouns shall include the plural, and vice versa.

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# 13.           Entire Agreement.This Agreement, together with the ERA, constitutes the entire agreement betweenthe parties and supersedes all prior agreements and understandings, whetherwritten or oral, relating to the subject matter of this Agreement.

 

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# 14.           Amendment. ThisAgreement may be amended or modified only by a written instrument executed byboth the Company and the Executive.

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# 15.           Governing Law. ThisAgreement shall be governed by and construed in accordance with the laws of theCommonwealth of Massachusetts (without reference to the conflict of lawsprovisions thereof). Any action, suit or other legal proceeding arising underor relating to any provision of this Agreement shall be commenced only in acourt of the Commonwealth of Massachusetts (or, if appropriate, a federal courtlocated within the Commonwealth of Massachusetts), and the Company and theExecutive each consents to the jurisdiction of such a court.

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# 16.           Successors andAssigns. This Agreement shall be binding upon and inure to the benefit ofboth parties and their respective successors and assigns, including anycorporation with which or into which the Company may be merged or which maysucceed to its assets or business; provided, however, that theobligations of the Executive are personal and shall not be assigned by him.

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# 17.           Acknowledgment. TheExecutive states and represents that he has had an opportunity to fully discussand review the terms of this Agreement with an attorney. The Executive furtherstates and represents that he has carefully read this Agreement, understandsthe contents herein, freely and voluntarily assents to all of the terms andconditions hereof, and signs his name of his own free act.

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# 18.           Miscellaneous.

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## 18.1         No delay or omission bythe Company or Executive in exercising any right under this Agreement shalloperate as a waiver of that or any other right. A waiver or consent 

 

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## given by the Company orExecutive on any one occasion shall be effective only in that instance andshall not be construed as a bar to or waiver of any right on any otheroccasion.

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## 18.2         The captions of thesections of this Agreement are for convenience of reference only and in no waydefine, limit or affect the scope or substance of any section of thisAgreement.

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## 18.3         In case any provision ofthis Agreement shall be invalid, illegal or otherwise unenforceable, thevalidity, legality and enforceability of the remaining provisions shall in noway be affected or impaired thereby.

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearset forth above.

 
|       | Sepracor Inc.   |                |
|------------|-----------------|---------------------|
|       |            |                |
|       |            |                |
|       | By:             | /s/ Adrian Adams    |   |
|       | Title:          | President & CEO |   |
|       |            |                |   |
|       |            |                |   |
|       |            | /s/ Mark Iwicki     |   |
| ** ** | **Mark Iwicki** | ** **          | ** ** |
|            |                 |                     |  |  |

 

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**SCHEDULEAFORM OF RESTRICTED STOCK AGREEMENT**

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** **

**SEEATTACHED AGREEMENT**

 

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**SEPRACOR INC.**

 

**RestrictedStock Agreement**

| Name of Recipient:                                     |   |
|--------------------------------------------------------|--------|
|                                                   |   |
| Number of shares of restricted common   stock awarded: |   |
|                                                   |   |
| Grant Date:                                            |   |

 

                Sepracor Inc. (the “Company”) has selected you toreceive the restricted stock award described above, which is subject to theprovisions of the Company’s 2000 Stock Incentive Plan (the “Plan”) and theterms and conditions contained in this Restricted Stock Agreement.  Please confirm your acceptance of thisrestricted stock award and of the terms and conditions of this Agreement bysigning a copy of this Agreement where indicated below.
|                       | **SEPRACOR INC.**        |
|----------------------------|--------------------------|
|                       |                     |
|                       | By:                      |   |
|                       | [insert name and  title] |
|                       |                     |
| Accepted and Agreed:       |                     |
|                       |                     |
|                       |                     |   |
| [insert name of recipient] |                     |
|                       |                     |
|                            |                          |  |  |

 

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**SEPRACORINC.**

**RestrictedStock Agreement**

The terms and conditionsof 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 ofthis Agreement, are as follows:

1.             Issuance ofRestricted Shares.

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

(b)           The Restricted Shares will initiallybe issued by the Company in book entry form only, in the name of theRecipient.  Following the vesting of anyRestricted Shares pursuant to Section 2 below, the Company shall, if requestedby the Recipient, issue and deliver to the Recipient a certificate representingthe vested Restricted Shares.   TheRecipient agrees that the Restricted Shares shall be subject to the forfeitureprovisions set forth in Section 3 of this Agreement and the restrictions ontransfer set forth in Section 4 of this Agreement.

2.             Vesting.

(a)           Vesting Schedule.  Unless otherwise provided in this Agreementor the Plan, the Restricted Shares shall vest in accordance with the followingvesting schedule:  20% of the totalnumber of Restricted Shares shall vest on the first anniversary of yourCommencement Date (as defined in the Employment Agreement entered into betweenyou and the Company dated as of October 15, 2007) and 20% of the total numberof Restricted Shares shall vest on each successive anniversary thereafter,through and including the 5th anniversary of the Grant Date.  Any fractional number of Restricted Sharesresulting from the application of the foregoing percentages shall be roundeddown to the nearest whole number of Restricted Shares.

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

3.             Forfeiture ofUnvested Restricted Shares Upon Employment Termination.

                In the event thatthe Recipient ceases to be employed by, a director of, or a consultant oradvisor to, the Company for any reason or no reason, with or without cause allof the Restricted Shares that are unvested as of the time of such employment terminationshall be forfeited immediately and automatically to the Company, without thepayment of any consideration to the Recipient, effective as of such terminationof employment.  The Recipient shall haveno further rights with respect to any Restricted Shares that are soforfeited.  If the Recipient is employedby a subsidiary of the Company, any references in this Agreement to employmentwith the Company shall instead be deemed to refer to employment with such subsidiary.

 

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4.             Restrictions onTransfer.

                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, untilsuch Restricted Shares have vested, except that the Recipient may transfer suchRestricted Shares as part of the sale of all or substantially all of the sharesof capital stock of the Company (including pursuant to a merger orconsolidation).  The Company shall not berequired (i) to transfer on its books any of the Restricted Shares which havebeen 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 anytransferee to whom such Restricted Shares have been transferred in violation ofany of the provisions of this Agreement.

5.             RestrictiveLegends.

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

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

6.             Rights as aShareholder.

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

7.             Provisions ofthe Plan.

                This Agreement is subject to the provisions of thePlan, a copy of which is furnished to the Recipient with this Agreement.  As provided in the Plan, upon the occurrenceof a Reorganization Event (as defined in the Plan), the rights of the Companyhereunder (including the right to receive forfeited Restricted Shares) shallinure to the benefit of the Company’s successor and, unless the Boarddetermines otherwise, shall apply to the cash, securities or other propertywhich the Restricted Shares were converted into or exchanged for pursuant tosuch Reorganization Event in the same manner and to the same extent as theyapplied to the Restricted Shares under this Agreement.

8.             Tax Matters.

(a)            Acknowledgments; Section 83(b)Election.  The Recipient acknowledgesthat he or she is responsible for obtaining the advice of the Recipient’s owntax advisors with respect to the acquisition of the Restricted Shares and theRecipient is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents with respect to the taxconsequences relating to the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shallbe responsible for the Recipient’s tax liability that may arise in connectionwith the acquisition, vesting and/or disposition of the Restricted Shares.

 

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The Recipientacknowledges that he or she has been informed of the availability of making anelection under Section 83(b) of the Internal Revenue Code, as amended, withrespect to the issuance of the Restricted Shares and that the Recipient hasdecided not to file a Section 83(b) election.

(b)           Withholding. The Recipientacknowledges and agrees that the Company has the right to deduct from paymentsof any kind otherwise due to the Recipient any federal, state, local or othertaxes of any kind required by law to be withheld with respect to the vesting ofthe Restricted Shares.  On each date onwhich Restricted Shares vest, the Company shall deliver written notice to theRecipient of the amount of withholding taxes due with respect to the vesting ofthe Restricted Shares that vest on such date; provided, however, that the totaltax withholding cannot exceed the Company’s minimum statutory withholdingobligations (based on minimum statutory withholding rates for federal and statetax purposes, including payroll taxes, that are applicable to such supplementaltaxable income).  The Recipient shallsatisfy such tax withholding obligations by making a cash payment to theCompany on the date of vesting of the Restricted Shares, in the amount of theCompany’s withholding obligation in connection with the vesting of suchRestricted 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 iscontingent upon his or her continued employment by the Company, this Agreementdoes not constitute an express or implied promise of continued employment orconfer upon the Recipient any rights with respect to continued employment bythe Company.

(b)           GoverningLaw.  This Agreement shall beconstrued, interpreted and enforced in accordance with the internal laws of theState of Delaware without regard to any applicable conflicts of lawsprovisions.

 

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**SCHEDULEBFORM OF STOCK OPTION AGREEMENTS**

** **

** **

**SEEATTACHED AGREEMENT**

 

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SEPRACOR INC.

 

Form of Incentive StockOption Agreement 

Granted Under 2000Stock Incentive Plan 

1.             Grant of Option.

 

                This agreementevidences the grant by Sepracor Inc., a Delaware corporation (the “Company”),on the Grant Date indicated on the preceding Certificate of Stock Option Grant(the “Certificate”) to an employee, consultant, or director of the Company (the“Participant”), of an option to purchase, in whole or in part, on the termsprovided herein and in the Company’s 2000 Stock Incentive Plan (the “Plan”),the number of shares (the “Shares”) of common stock, $.10 par value pershare,  of the Company (“CommonStock”),indicated on the certificate at the price  per Share indicated on the Certificate.Unless earlier terminated, this option shall expire on the Grant ExpirationDate indicated on the Certificate (“Grant Expiration Date”).

 

                It is intendedthat the option evidenced by this agreement shall not be an incentive stockoption as defined in Section 422 of the Internal Revenue Code of 1986, asamended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,the term “Participant”, as used in this option, shall be deemed to include anyperson who acquires the right to exercise this option validly under its terms.

 

2.             Vesting Schedule.

 

                This option willbecome exercisable (“vest”) pursuant to the Vesting Schedule indicated on theCertificate (“Vesting Schedule”).

 

                The right ofexercise shall be cumulative so that to the extent the option is not exercisedin any period to the maximum extent permissible it shall continue to beexercisable, in whole or in part, with respect to all shares for which it isvested until the earlier of the Grant Expiration Date or the termination ofthis option under Section 3 hereof or the Plan.

 

3.             Exercise ofOption.

 

(a)            Form of Exercise. Eachelection to exercise this option shall be in writing, signed by theParticipant, and received by the Company at its principal office, accompaniedby this agreement, and payment in full in the manner provided in the Plan. TheParticipant may purchase less than the number of shares covered hereby,provided that no partial exercise of this option may be for any fractionalshare.

 

(b)           Continuous Relationship with theCompany Required.  Except asotherwise provided in this Section 3, this option may not be exercised unlessthe Participant, at the time he or she exercises this option, is, and has beenat all times since the Grant Date, an [employee or officer of], or consultantor advisor to, the Company or any parent or subsidiary of the Company asdefined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

 

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(c)            Termination of Relationship withthe Company. If the Participant ceases to be an Eligible Participant for anyreason, then, except as provided in paragraphs (d) and (e) below, the right toexercise this option shall terminate three months after such cessation (but inno event after the Grant Expiration Date), provided that this option shall beexercisable only to the extent that the Participant was entitled to exercisethis option on the date of such cessation. Notwithstanding the foregoing, if, following the time the Participanthas ceased to be an Eligible Participant, but prior to the Grant ExpirationDate, the Participant materially breaches Section 6 or 7 of the EmploymentAgreement between the Participant and the Company dated October 15, 2007 (the“Employment Agreement”), the right to exercise this option shall terminateimmediately upon written notice to the Participant from the Company describingsuch violation.

 

(d)           Exercise Period Upon Death orDisability.  If the Participant diesor becomes disabled (within the meaning of Section 22(e)(3) of the Code) priorto the Grant Expiration Date while he or she is an Eligible Participant and theCompany has not terminated such relationship for “cause” as specified inparagraph (e) below, this option shall be exercisable, within the period of oneyear following the date of death or disability of the Participant, by theParticipant (or in the case of death by an authorized transferee), providedthat this option shall be exercisable only to the extent that this option wasexercisable by the Participant on the date of his or her death or disability,and further provided that this option shall not be exercisable after the GrantExpiration Date.

 

(e)            Discharge for Cause.  If the Participant, prior to the GrantExpiration Date, is discharged by the Company for “cause” (as defined below),the right to exercise this option shall terminate immediately upon theeffective date of such discharge. “Cause” shall have the meaning set forth in the Employment Agreement.

 

4.             Withholding.

 

                No Shares will beissued pursuant to the exercise of this option unless and until the Participantpays to the Company, or makes provision satisfactory to the Company for paymentof, any federal, state or local withholding taxes required by law to bewithheld in respect of this option.

 

5.             Nontransferabilityof Option.

 

                This option maynot be sold, assigned, transferred, pledged or otherwise encumbered by theParticipant, either voluntarily or by operation of law, except by will or thelaws of descent and distribution, and, during the lifetime of the Participant,this option shall be exercisable only by the Participant.

 

6.             DisqualifyingDisposition.

 

                If the Participantdiposes of Shares acquired upon exercise of this option within two years fromthe Grant Date or one year after such Shares were acquired pursuant to exerciseof this option, the Participant shall notify the Company in writing of suchdisposition.

 

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7.             Provisions ofthe Plan.

 

                This option issubject to the provisions of the Plan, a copy of which is furnished to theParticipant with this option.

 

 

IN WITNESS WHEREOF, the Company has caused this option to be executedunder its corporate seal by its duly authorized officer.  This option shall take effect as a sealedinstrument.

 
|   | SEPRACOR INC. |
|--------|---------------|
|   |          |
|   | By:           |   |

 

PARTICIPANT’S ACCEPTANCE

 

                The Participant hereby acceptsthe foregoing option and agrees to the terms and conditions thereof.  The Participant hereby acknowledges receipt of a copy of the Company’s 2000Stock Incentive Plan. 
|   |   |
|--------|--------|
|   | Name:  |
|   |   |

 

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SEPRACOR INC.

 

Nonstatutory StockOption AgreementGranted Under 2000 Stock Incentive Plan

1.             Grant of Option.

This agreement evidencesthe grant by Sepracor Inc., a Delaware corporation (the “Company”), on theGrant Date indicated on the preceding Certificate of Stock Option Grant (the“Certificate”) to****an employee, consultant, ordirector of the Company (the “Participant”), of an option to purchase, in wholeor in part, on the terms provided herein and in the Company’s 2000 StockIncentive Plan (the “Plan”), the number of shares (the “Shares”) of commonstock, $.10****par value per share,  of the Company (“Common Stock”),indicated onthe certificate at the price  per Shareindicated on the Certificate. Unless earlier terminated, this option shallexpire on the Grant Expiration Date indicated on the Certificate (“GrantExpiration Date”).

It is intended that theoption evidenced by this agreement shall not be an incentive stock option asdefined in Section 422 of the Internal Revenue Code of 1986, as amended, andany regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,the term “Participant”, as used in this option, shall be deemed to include anyperson who acquires the right to exercise this option validly under its terms.

2.             Vesting Schedule.

This option will becomeexercisable (“vest”) pursuant to the Vesting Schedule indicated on theCertificate (“Vesting Schedule”).

The right of exerciseshall be cumulative so that to the extent the option is not exercised in anyperiod to the maximum extent permissible it shall continue to be exercisable,in whole or in part, with respect to all shares for which it is vested untilthe earlier of the Grant Expiration Date or the termination of this optionunder Section 3 hereof or the Plan.

3.             Exercise of Option.

(a)           Form of Exercise. Eachelection to exercise this option shall be in writing, signed by theParticipant, and received by the Company at its principal office, accompaniedby this agreement, and payment in full in the manner provided in the Plan. TheParticipant may purchase less than the number of shares covered hereby,provided that no partial exercise of this option may be for any fractionalshare.

(b)           ContinuousRelationship with the Company Required. Except as otherwise provided in this Section 3, this option may notbe exercised unless the Participant, at the time he or she exercises thisoption, is, and has been at all times since the Grant Date, an [employee orofficer of], or consultant or advisor to, the Company or any parent orsubsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “EligibleParticipant”).

 

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(c)           Termination of Relationship withthe Company. If the Participant ceases to be an Eligible Participant forany reason, then, except as provided in paragraphs (d) and (e) below, theright to exercise this option shall terminate****threemonths after such cessation (but in no event after the Grant Expiration Date), providedthat this option shall be exercisable only to the extent that theParticipant was entitled to exercise this option on the date of suchcessation.  Notwithstanding theforegoing, if, following the time the Participant has ceased to be an EligibleParticipant, but prior to the Grant Expiration Date, the Participant materiallybreaches Section 6 or 7 of the Employment Agreement between the Participant andthe Company dated March 1, 2007 (the “Employment Agreement”), the right toexercise this option shall terminate immediately upon written notice to theParticipant from the Company describing****suchviolation.

(d)           Exercise Period Upon Death orDisability.  If the Participant diesor becomes disabled (within the meaning of Section 22(e)(3) of the Code)prior to the Grant Expiration Date while he or she is an Eligible Participantand the Company has not terminated such relationship for “cause” as specifiedin paragraph (e) below, this option shall be exercisable, within the period ofone year following the date of death or disability of the Participant, by theParticipant (or in the case of death by an authorized transferee), providedthat this option shall be exercisable only to the extent that thisoption was exercisable by the Participant on the date of his or her death ordisability, and further provided that this option shall not be exercisableafter the Grant Expiration Date.

(e)           Discharge for Cause.  If the Participant, prior to the GrantExpiration Date, is discharged by the Company for “cause” (as defined below),the right to exercise this option shall terminate immediately upon theeffective date of such discharge. “Cause” shall have the meaning set forth in the Employment Agreement.

4.             Withholding.

No Shares will be issuedpursuant to the exercise of this option unless and until the Participant paysto the Company, or makes provision satisfactory to the Company for payment of,any federal, state or local withholding taxes required by law to be withheld inrespect of this option.

5.             Nontransferability of Option.

This option may not besold, assigned, transferred, pledged or otherwise encumbered by theParticipant, either voluntarily or by operation of law, except by will or thelaws of descent and distribution, and, during the lifetime of the Participant,this option shall be exercisable only by the Participant.

6.             Provisions of the Plan.

This option is subject to the provisions of the Plan,a copy of which is furnished to the Participant with this option.

 

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IN WITNESS WHEREOF, theCompany has caused this option to be executed under its corporate seal by itsduly authorized officer.  This optionshall take effect as a sealed instrument.
|   | SEPRACOR INC. |
|--------|---------------|
|   |          |
|   | By:           |   |

 

PARTICIPANT’SACCEPTANCE

The Participant herebyaccepts the foregoing option and agrees to the terms and conditionsthereof.  The  Participant hereby acknowledges receipt of acopy of the Company’s 2000 Stock Incentive Plan.
|   |   |
|--------|--------|
|   | Name:  |
|   |   |

 

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**SCHEDULECVACATION POLICY**

** **

** **

**SEEATTACHED POLICY**

 

21

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**SCHEDULEDFORM OF SEPARATION AGREEMENT AND RELEASE OF CLAIMS**

** **

** **

**SEEATTACHED FORM**

 

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**FORM OF SEPARATION AGREEMENT AND RELEASE OF CLAIMS**

In connection with youremployment separation from Sepracor, Inc. (the “Company”) on **[INSERT TERMINATION DATE]**, and in order to receive thebenefits as set forth in Section 5 of the Employment agreement, this agreementmust become binding between you and the Company.  By signing and returning this agreement, youwill be entering into a binding agreement with the Company and will be agreeingto the terms and conditions set forth in the numbered paragraphs below,including the release of claims set forth in paragraph 1.  Therefore, you are advised to consult with anattorney before signing this agreement and you have been given more thantwenty-one (21) days to do so.  If yousign this agreement, you may change your mind and revoke your agreement duringthe seven (7) day period after you have signed it.  If you do not so revoke, this agreement willbecome a binding agreement between you and the Company upon the expiration ofthe seven (7) day revocation period.

The followingnumbered paragraphs set forth the terms and conditions which will apply if youtimely sign and return this agreement and do not revoke it within the seven (7)day revocation period:

1.             **Mutual Releases** - In considerationof the payment of the severance benefits, which you acknowledge you would nototherwise be entitled to receive, you hereby fully, forever, irrevocably andunconditionally release, remise and discharge the Company, its officers,directors, stockholders, corporate affiliates, subsidiaries, parent companies, successorsand assigns, agents and employees (each in their individual and corporatecapacities) (hereinafter, the “Released Parties”) from any and all claims,charges, complaints, demands, actions, causes of action, suits, rights, debts,sums of money, costs, accounts, reckonings, covenants, contracts, agreements,promises, doings, omissions, damages, executions, obligations, liabilities, andexpenses (including attorneys’ fees and costs), of every kind and nature whichyou ever had or now have against the Released Parties, including, but notlimited to, those claims arising out of your employment with and/or separationfrom the Company, including, but not limited to, all claims under Title VII ofthe Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the AgeDiscrimination in Employment Act, 29 U.S.C. § 621 et seq., the AmericansWith Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family andMedical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment andRetraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., Section806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. §1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.,Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15U.S.C. § 1681 et seq., the Employee Retirement Income Security Act of1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the Massachusetts FairEmployment Practices Act., M.G.L. c. 151B, § 1 et seq., theMassachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the MassachusettsEqual Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, theMassachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., theMassachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts MaternityLeave Act, M.G.L. c. 149, § 105D, all as amended; all common law claimsincluding, but not limited to, actions in tort, defamation and breach ofcontract; all claims to any non-vested ownership interest in the Company,contractual or otherwise, including, but not limited to, claims to stock orstock options; and any claim or damage arising out of your employment with or

 

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separation from theCompany (including a claim for retaliation) under any common law theory or anyfederal, state or local statute or ordinance not expressly referenced above;provided, however, that nothing in this Agreement prevents you from filing,cooperating with, or participating in any proceeding before the EEOC or a stateFair Employment Practices Agency (except that you acknowledge that you may notbe able to recover any monetary benefits in connection with any such claim,charge or proceeding).  Notwithstandingthe foregoing, the release set forth in this Section 1 shall not apply to (a)any claim to severance benefits under the Employment Agreement or your rightsunder this agreement or (b) any vested equity interest in the Company,including vested stock options.

The Company hereby fully, forever, irrevocably andunconditionally releases, remises and discharges you from any and all claims, charges,complaints, demands, actions, causes of action, suits, rights, debts, sums ofmoney, costs, accounts, reckonings, covenants, contracts, agreements, promises,doings, omissions, damages, executions, obligations, liabilities and expenses(including attorney’s fees and costs), of every kind and nature that theCompany ever had or now has against you as of the date of this agreement.

2.             **Non-Disclosure, Non-Competition andNon-Solicitation Obligations** — You acknowledge and reaffirm yourobligation to keep confidential and not to disclose any and all non-publicinformation concerning the Company which you acquired during the course of youremployment with the Company, including, but not limited to, any non-publicinformation concerning the Company’s business affairs, business prospects andfinancial condition, as is stated more fully in the **[Name of theNon-Disclosure Agreement]** you executed at the inception of youremployment, which remains in full force and effect.  You further acknowledge and reaffirm yourobligations under the **[Name of theNon-Competition and/or Non-Solicitation Agreement(s)]** you previouslyexecuted for the benefit of the Company at the inception of your employment,which also remain(s) in full force and effect.

3.             **Return of Company Property** - Youconfirm that you have returned to the Company all keys, files, records (andcopies thereof), equipment (including, but not limited to, computer hardware,software and printers, wireless handheld devices, cellular phones, pagers,etc.), Company identification, Company vehicles and any other Company-ownedproperty in your possession or control and have left intact all electronicCompany documents, including but not limited to, those that you developed orhelped develop during your employment. You further confirm that you have cancelled all accounts for yourbenefit, if any, in the Company’s name, including but not limited to, creditcards, telephone charge cards, cellular phone and/or pager accounts andcomputer accounts.

4.             **BusinessExpenses and Compensation** - You acknowledge that you have beenreimbursed by the Company for all business expenses incurred in conjunctionwith the performance of your employment and that no other reimbursements areowed to you.  You further acknowledgethat you have received payment in full for all services rendered in conjunctionwith your employment by the Company and that no other compensation is owed toyou except as provided herein.

 

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5.             **Non-Disparagement** - You understandand agree that, as a condition for payment to you of the consideration hereindescribed, you shall not make any false, disparaging or derogatory statementsto any media outlet, industry group, financial institution or current or formeremployee, consultant, client or customer of the Company regarding the Companyor any of its directors, officers, employees, agents or representatives orabout the Company’s business affairs and financial condition; provided, however,that nothing herein shall prevent you from making truthful disclosures to anygovernmental entity or in any litigation or arbitration.

6.             **Amendment** - This agreement shall bebinding upon the parties and may not be modified in any manner, except by aninstrument in writing of concurrent or subsequent date signed by dulyauthorized representatives of the parties hereto.  This agreement is binding upon and shallinure to the benefit of the parties and their respective agents, assigns,heirs, executors, successors and administrators.

7.             **Waiver of Rights** - No delay oromission by the Company in exercising any right under this agreement shalloperate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall beeffective only in that instance and shall not be construed as a bar or waiverof any right on any other occasion.

8.             **Validity** - Should any provision ofthis agreement be declared or be determined by any court of competentjurisdiction to be illegal or invalid, the validity of the remaining parts,terms or provisions shall not be affected thereby and said illegal or invalidpart, term or provision shall be deemed not to be a part of this agreement.

9.             **Cooperation** — You agree tocooperate with the Company in the investigation, defense or prosecution of anyclaims or actions now in existence or which may be brought in the futureagainst or on behalf of the Company. Your cooperation in connection with such claims or actions shallinclude, but not be limited to, being available to meet with the Company’s counselto prepare for discovery or any mediation, arbitration, trial, administrativehearing or other proceeding or to act as a witness when reasonably requested bythe Company at mutually agreeable times and at locations mutually convenient toyou and the Company.  You also agree tocooperate with the Company in the transitioning of your work, and will beavailable to the Company for this purpose or any other purpose reasonablyrequested by the Company.

10.           **Tax Provision** — In connection withthe severance benefits provided to you pursuant to this agreement, the Companyshall withhold and remit to the tax authorities the amounts required underapplicable law, and you shall be responsible for all applicable taxes withrespect to such severance benefits under applicable law.  You acknowledge that you are not relying uponadvice or representation of the Company with respect to the tax treatment ofany of the severance benefits.

11.           **Section 409A** - No payments that maybe made pursuant to this agreement that constitute “nonqualified deferredcompensation” within the meaning of Section 409A of the Internal Revenue Codeand the guidance issued thereunder (“Section 409A”) may be accelerated ordeferred by the Company or by you. Notwithstanding anything else to the

 

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contrary in thisagreement, to the extent that any of the payments that may be made hereunderconstitute “nonqualified deferred compensation”, within the meaning of Section409A and you are a “specified employee” upon your separation (as defined underSection 409A), any such payment shall be delayed following your separation dateif, absent such delay, such payment would otherwise be subject to penalty underSection 409A.  In any event, the Companymakes no representation or warranty and shall have no liability to you or toany other person if any provisions of this agreement are determined toconstitute “nonqualified deferred compensation” subject to Section 409A but donot satisfy the requirements of that section.

12.           **Nature of Agreement**- Youunderstand and agree that this agreement is a severance agreement and does notconstitute an admission of liability or wrongdoing on the part of the Company.

13.           **Acknowledgments** - You acknowledgethat you have been given at least twenty-one (21) days to consider thisagreement and that the Company advised you to consult with an attorney of yourown choosing prior to signing this agreement. You understand that you may revoke this agreement for a period of seven(7) days after you sign this agreement, and the agreement shall not beeffective or enforceable until the expiration of this seven (7) day revocationperiod.  **Youunderstand and agree that by entering into this agreement you are waiving anyand all rights or claims you might have under The Age Discrimination inEmployment Act, as amended by The Older Workers Benefit Protection Act, andthat you have received consideration beyond that to which you were previouslyentitled.**

14.           **Voluntary Assent** - You affirm thatno other promises or agreements of any kind have been made to or with you byany person or entity whatsoever to cause you to sign this agreement, and thatyou fully understand the meaning and intent of this agreement.  You state and represent that you have had anopportunity to fully discuss and review the terms of this agreement with anattorney.  You further state andrepresent that you have carefully read this agreement, understand the contentsherein, freely and voluntarily assent to all of the terms and conditionshereof, and sign your name of your own free act.

15.           **Applicable Law**  — This agreement shall be interpreted andconstrued by the laws of the Commonwealth of Massachusetts, without regard toconflict of laws provisions.  You herebyirrevocably submit to and acknowledge and recognize the jurisdiction of thecourts of the Commonwealth of Massachusetts, or if appropriate, a federal courtlocated in Massachusetts (which courts, for purposes of this agreement, are theonly courts of competent jurisdiction), over any suit, action or otherproceeding arising out of, under or in connection with this agreement or thesubject matter hereof.

16.           **Entire Agreement**- This agreement contains and constitutes the entire understanding andagreement between the parties hereto with respect to your severance benefitsand the settlement of claims against the Company and cancels all previous oraland written negotiations, agreements, commitments and writings in connectiontherewith. Nothing in this paragraph, however, shall modify, cancel orsupersede your obligations set forth in paragraph 2 herein.

 

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| ** ** | **SEPRACOR  INC.** |
|------------|--------------------|
|       |               |
|       |               |
|       | By:                |   |   |
|       | Name:              |
|       | Title:             |

 

I hereby agree to theterms and conditions set forth above.  Ihave been given at least twenty-one (21) days to consider this agreement and Ihave chosen to execute this on the date below. I intend that this agreement become a binding agreement between me andthe Company if I do not revoke my acceptance in seven (7) days by notifying                                              in writing.

 
|           |   | Date |   |
|----------------|--------|------|--------|
| Employee Name: |   |

 

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