**Exhibit10.1**

**EMPLOYMENTAGREEMENT**

THISEMPLOYMENT AGREEMENT (the “Agreement”), made this 1st day of March 2007, isentered into by Sepracor Inc., a Delaware corporation with its principal placeof business at 84 Waterford Drive, Marlborough, Massachusetts 01752-7231(the“Company”), and Adrian Adams, residing at                                         (the“Executive”).

The Companydesires to employ the Executive and the Executive desires to be employed by theCompany.  In consideration of the mutualcovenants and promises contained herein, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged bythe parties hereto, the parties agree as follows:

# 1.                                       Term of Employment. The Company hereby agrees to employ the Executive and the Executivehereby accepts employment with the Company, upon the terms set forth in thisAgreement, for the period commencing on March 1, 2007 (the “Commencement Date”)****and ending on March 1, 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 March 1, 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.

# 2.                                       Title and Capacity. The Executive shall initially serve as President and Chief OperatingOfficer of the Company and in that capacity Executive shall report directly tothe Chief Executive Officer of the Company and shall, except as permitted

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# hereby, devote all of his businesstime and services to the business and affairs of the Company.  The Company acknowledges that it is thepresent expectation of the Board and the parties hereto that Executive will beelected to the position of Chief Executive Officer within six months of theCommencement Date.  At such time as theExecutive is elected to the position of Chief Executive Officer, he shallreport directly to the Board and shall assume the duties and responsibilitiesinherent in such position and such other duties and responsibilities as theBoard shall from time to time reasonably assign to him.

Executiveshall also perform such other duties consistent with his position at such timeas may be reasonably assigned by the Chief Executive Officer (if Executive doesnot then hold such position) and/or the Board of Directors of the Company (the“Board”) from time to time.  Executiveshall serve on the Board and may also serve as a director or officer of any ofthe Company’s operating subsidiaries if the Executive shall be elected to suchposition, for no additional compensation or benefits.  The Executive hereby accepts such service andagrees to undertake the duties and responsibilities inherent in such positions.  The Executive agrees to abide by the rules,regulations, instructions, personnel practices and policies of the Company andany changes therein that may be adopted from time to time by the Company.

Notwithstandinganything herein to the contrary, Executive shall be entitled to engage in (a)service on the board of directors of a no more than three other companies,businesses or trade organizations, provided, that, the Executiveshall provide the Company prior written notice of his intention to join anysuch board and providedfurther that he shall not serve on theboard of any entity that competes with the Company, (b) service on the board ofdirectors of not-for-profit or charitable organizations, (c) other

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charitable activities and communityaffairs and (d) managing his personal investments and affairs, in each case tothe extent such activities do not materially interfere with the performance ofhis duties and responsibilities to the Company.

# 3.                                       Compensation and Benefits.

## 3.1                                 Salary.  During the term of this Agreement, theCompany agrees to pay to the Executive a base salary at the annualized rate of$800,000 (“Base Salary”) commencing on the Commencement Date.  The Base Salary shall be subject to annualreview by the Board but shall not be reduced below $800,000 per annum.  Such salary shall be payable to Executive inbi-weekly installments and in accordance with the Company’s normal payrollprocedures.

## 3.2                                 Bonus.  The Executive shall be eligible for aperformance-based annual bonus for each fiscal year of the Term (the “AnnualBonus”).  The Annual Bonus shall be basedupon annual quantitative and qualitative performance targets as established bythe Board in its sole discretion in accordance with the Company’s bonus plan; provided,that the Executive’s annual bonus level target shall be set at one hundredpercent (100%) of Base Salary.  Forfiscal year 2007, the Executive shall be entitled to a pro rata guaranteedbonus based on an Annual Bonus of one hundred percent (100%) of his BaseSalary. ** **The AnnualBonus is not earned until the close of business on the last business day of theCompany’s fiscal year.  Any Annual Bonuspayable hereunder shall be payable, if at all, after the date of the deliveryof the audited financial statements for the applicable fiscal year.

## 3.3                                 Stock andOption Grant.  At the firstmeeting of the Compensation Committee of the Board of Directors following theExecutive’s first day of employment,

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## theCompany shall grant to the Executive, under the Company’s 2000 Stock IncentivePlan (the “Stock Plan”), 125,000 shares of restricted stock and an option topurchase 500,000 shares of Company stock (the “Initial Grant”).  The terms and conditions of the Initial Grant(other than the exercise price per share, which shall be equal to the closingprice of the Company’s stock on the grant date) shall be set forth in the awardagreements attached hereto as Schedules A and B.  The stock option portion of the Initial Grantshall vest in five equal installments on each of the first five anniversariesof the grant date, and the restricted stock award portion of the Initial Grantshall vest in three equal installments on each of the first three anniversariesof the grant date.  The Board, in itssole discretion, may grant further incentive compensation awards to theExecutive 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.

## 3.4                                 Benefits.  The Executive shall be entitled toparticipate in all bonus and benefit programs that the Company establishes andmakes available to its employees, to the extent that the Executive is eligibleunder (and subject to the provisions of) the plan documents governing thoseprograms.  The Executive shall beentitled to four (4) weeks paid vacation per year, accruing at a rate of 1.67days per month during the Employment Period and to be taken at such times asmay be reasonably determined by Executive consistent with his duties.

## 3.5                                 Reimbursementof Expenses.  The Companyshall reimburse the Executive for all reasonable travel (which shall be deemedto include first class airfare or reimbursement or equivalent to a first classairfare ticket in the event Executive uses his

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## personaltime-share aircraft), entertainment and other expenses incurred or paid by theExecutive in connection with, or related to, the performance of his duties,responsibilities or services under this Agreement or in connection withExecutive’s commuting to and from his personal residence in the Philadelphiaarea and the Company’s offices, upon presentation by the Executive ofdocumentation, expense statements, vouchers and/or such other supportinginformation as the Company may request.

## 3.6                                 HousingExpenses.  The Companyunderstands that the Executive intends to maintain his primary residenceoutside the Massachusetts area.  TheCompany agrees to provide the Executive with a housing allowance for reasonablehousing and living expenses of $5,600 per month, related to the rental orpurchase of a home, within suitable distance to the Company’s headquarters,which payment shall be made on a fully tax grossed-up basis.  The Company also will reimburse the Executivefor (i) reasonable travel, meals and lodging expenses incurred by him for up totwo trips for the purpose of securing such house or apartment within a suitabledistance to the Company’s headquarters and (ii) reasonable moving expenses inrelocating his belongings from his residence in Florida to such house or apartment.

## 3.7                                 Executive’sLegal Fees.  The Companyagrees to pay the Executive’s reasonable legal costs and expenses in connectionwith negotiating and drafting this Agreement up to a maximum of $15,000.

## 3.8                                 Automobile.  The Company agrees to provide the Executivewith an automobile allowance or a leased automobile with a retail value of upto $75,000, which payments shall be made on a fully tax grossed-up basis.  In addition, the Company

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## agrees topay all insurance, maintenance, fuel and other customary costs associated withoperating the automobile.

## 3.9                                 Withholding.  All salary, bonus and other compensationpayable to the Executive shall be subject to applicable withholding taxes.

# 4.                                       Employment Termination. This Agreement and the employment of the Executive under this Agreementshall terminate upon the occurrence of any of the following:

## 4.1                                 At theelection of the Executive if the Company fails to name him Chief ExecutiveOfficer of the Company within six (6) months from the Commencement Date, on thedate of such election.

## 4.2                                 On theexpiration date of the Employment Period.

## 4.3                                 At theelection of the Company, for Cause (as defined below), immediately upon writtennotice by the Company to the Executive, which notice shall identify the Causeupon which termination is based.  For thepurposes of this Section 4.3, Cause for termination shall mean:  (a) the Executive’s willful and continuedfailure to substantially perform his reasonable assigned duties (other than anysuch failure 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 the Company which specifically identifies the manner in whichthe Board of Directors believes the Executive has not substantially performedthe Executive’s duties; (b) the Executive’s willful engagement in illegalconduct or gross misconduct which is materially and demonstrably injurious tothe

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## Company;or (c) a material breach of Section 6 or 7 this Agreement by theExecutive.  For purposes of this Section4.3, no act or failure to act by the Executive shall be considered “willful”unless it is done, or omitted to be done, in bad faith and without reasonablebelief that the Executive’s action or omission was in the best interests of theCompany.

## 4.4                                 Upon thedeath or disability of the Executive.  Asused in this Agreement, the term “disability” shall mean the Executive’sabsence from the full-time performance of the Executive’s duties with theCompany for one hundred eighty (180) consecutive calendar days as a result ofincapacity due to mental or physical illness which is determined to be totaland permanent by a physician selected by the Company or its insurers andacceptable to the Executive or the Executive’s legal representative.

## 4.5                                 At theelection of the Executive for Good Reason as defined herein.  The Executive may terminate his employmentfor Good Reason at any time, following 30-days prior written notice of suchtermination to the Company.  Such noticeshall provide factual details of the basis behind such termination and theCompany shall have a thirty (30) day period thereafter to cure suchmatter.  As used herein, the term “GoodReason” shall mean:  (a) a materialbreach by the Company of the terms of this Agreement, including the failure to payBase Salary or any Annual Bonus when due; or (b) any material adverse change bythe Company in Executive’s titles, authorities, duties, responsibilities orlines of reporting inconsistent with the terms hereof or the assignment toExecutive by the Company of titles, authorities, duties, responsibilities orlines of reporting inconsistent with the terms hereof, or (c) a relocation ofthe principal offices of

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## theCompany to an area more than forty (40) miles from the location of such officesas of the date hereof.

## 4.6                                 At theelection of the Executive without Good Reason, upon not less than sixty (60)calendar days prior written notice of termination by the Executive to theCompany; provided, however, that the Company may, in its solediscretion, determine that the termination of the Executive shall becomeeffective immediately and in which case the termination shall still beconsidered at the election of the Executive without Good Reason.

## 4.7                                 At theelection of the Company, without Cause, upon not less than sixty (60) dayswritten notice to Executive.

## 4.8                                 At theelection of the Company or the Executive in connection with a Change in Controlof the Company as set forth in the Executive Retention Agreement between theCompany and the Executive (the “ERA”), dated as of the date hereof.  For purposes of this Agreement, “Change inControl” shall have the meaning set forth in the ERA.

# 5.                                       Effect of Termination.

## 5.1                                 TerminationFor Failing To Name Executive CEO.  In the event the Company fails to nameExecutive to the position of Chief Executive Officer of the Company within six(6) months from the Commencement Date, and he elects to terminate hisemployment, provided the Executive executes and does not revoke a SeparationAgreement and Release of Claims for the benefit of the Company substantially inthe form set forth on Schedule C hereto (the “Separation Agreement”), theCompany shall pay or cause to be paid to Executive, within thirty (30) days ofthe

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## date ofhis termination: (1) a lump-sum payment of two million dollars ($2,000,000);and (2) the amount of any accrued but unpaid Base Salary, unused vacation andunreimbursed business, housing and automobile expenses and the Companythereafter shall have no further obligation to Executive under this Agreement,other than for payment of any other amounts or benefits accrued and vestedunder any applicable benefit plan or otherwise in accordance with applicablelaw.

## 5.2                                 Non-Renewal,Termination Without Good Reason By the Executive or Termination For Cause Bythe Company.  In the eventthe Executive’s employment is terminated by non-renewal pursuant to Section4.2, for Cause by the Company pursuant to Section 4.3, or at the election ofthe Executive pursuant to Section 4.6, the Company shall pay to the Executivethe compensation and benefits otherwise payable to him under Section 3 throughthe last calendar day of his actual employment by the Company.

## 5.3                                 Terminationfor Death or Disability.  In the event the Executive’s employment isterminated by death or because of disability pursuant to Section 4.4, theCompany shall pay to the estate of the Executive or to the Executive, as thecase may be, (A) within thirty (30) days of the date of the Executive’s deathor determination of disability, the compensation which would otherwise bepayable to the Executive up to the end of the month in which the termination ofhis employment because of death or disability occurs; and (B) an annual bonusin an amount equal to the total bonus he would be paid for such year, if any,multiplied by a fraction, the numerator of which is the number of days in theyear that have elapsed since January 1 and the denominator of which is 365,payable when bonuses are paid for that year (a “Pro Rata Bonus”).  In

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## addition,the Company shall permit Executive or Executive’s estate or representative toexercise the vested stock option portion of the Initial Grant for a period ofno less than one year after any such termination of employment.

## 5.4                                 TerminationBy the Executive With Good Reason or By the Company Without “Cause”.  In the event the Executive’s employment isterminated by the Executive with Good Reason pursuant to Section 4.5 or by theCompany without Cause pursuant to Section 4.7, the Company shall pay to theExecutive the compensation and benefits otherwise payable to him under Section3 through the last calendar day of his actual employment by the Company.  In addition, provided the Executive executesand does not revoke the Separation Agreement, the Company shall: (1) continueto pay the Executive the Base Salary for twenty-four (24) months in accordancewith the Company’s regular payroll practices; (2) pay the Executive a Pro RataBonus; (3) pay the Executive, in bi-weekly installments, over a twenty-fourmonth period, an amount equal in the aggregate to two (2) times the averageAnnual Bonus earned for the two years prior to the date of his termination (inthe event Executive has not been employed for a sufficient period to earn twosuch bonuses, such calculation shall be made assuming Executive earned a bonusfor any such year at a target level of performance (taking into account anyminimum bonus amount)); (4) provide to the Executive for two (2) yearsfollowing the date of his termination, payment of COBRA premiums for medical,dental, and vision benefits pursuant to plans maintained by the Company underwhich Executive and/or Executive’s family is eligible to receive benefits;provided, however, that, notwithstanding the foregoing, the benefits describedin this subsection may be discontinued prior the end of the period, but only tothe extent, that Executive receives

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## substantiallysimilar benefits from a subsequent employer; and (5) permit Executive toexercise the stock option portion of the Initial Grant for a period of no lessthan six months after the date of termination.

## 5.5                                 Termination Following a Change in Control.  Inthe event the Executive’s employment is terminated pursuant to Section 4.8 bythe Company or by the Executive within 24 months following the Change inControl Date, as defined in the ERA, the Executive will be entitled to thebenefits set forth in the ERA in accordance with the terms of the ERA.  

## 5.6                                 Six MonthDelay.  If any payment,compensation or other benefit provided to the Executive in connection with hisemployment termination is determined, in whole or in part, to constitute“nonqualified deferred compensation” within the meaning of Section 409A and theExecutive is a specified employee as defined in Section 409A(a)(2)(B)(i), nopart of such payments shall be paid before the day that is six (6) months plusone (1) day after the date of his termination (the “New Payment Date”).  In the case of welfare benefit continuation,the Company shall use its best efforts to enable Executive to obtain suchbenefits at Executive’s expense prior to the New Payment Date.  The aggregate of any payments that otherwisewould have been paid to the Executive (or on Executive’s behalf) during theperiod between the date of his termination and the New Payment Date shall bepaid to the Executive in a lump sum on such New Payment Date.  Thereafter, any payments that remainoutstanding as of the day immediately following the New Payment Date shall bepaid without delay over the time period originally scheduled, in accordancewith the terms of this Agreement.

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# 6.                                       Non-Competition and Non-Solicitation.

### (a)                                  While theExecutive is employed by the Company and for a period of twelve (12) monthsfollowing the Executive’s termination or cessation of such employment for anyreason, the Executive will not directly or indirectly:

#### (i)                                     Engage inany business or enterprise (whether as an owner, partner, officer, employee,director, investor, lender, consultant, independent contractor or otherwise,except as the holder of not more than 5% of the combined voting power of theoutstanding stock of a publicly held company) that (A) is competitive withthe Company’s business and (B) develops, designs, produces, markets, sellsor renders any product or service competitive with any product or servicedeveloped, produced, marketed, sold or rendered by the Company while theExecutive was employed by the Company;

#### (ii)                                  Either alone or in association with others, recruit or solicit anyperson who was employed by the Company at any time during the period of theExecutive’s employment with the Company, except for an individual whoseemployment with the Company has been terminated for a period of six months orlonger; and

#### (iii)                               Either alone or in association with others, solicit, divert or takeaway, or attempt to divert or take away, the business or patronage of any ofthe clients, customers or accounts, or prospective clients, customers oraccounts, of the Company which were contacted, solicited or served by theExecutive while he was employed by the Company.

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### (b)                                 If any restriction set forth in this Section 6 is found by any court of competent jurisdictionto be unenforceable because it extends for too long a period of time or overtoo great 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.

### (c)                                  The Executive acknowledges that the restrictions contained in this Agreement are necessary for theprotection of the business and goodwill of the Company and are considered bythe Executive to be reasonable for such purpose.  The Executive agrees that any material breachof this Agreement will cause the Company substantial and irrevocable damage andtherefore, in the event of any such material breach, in addition to such otherremedies which may be available, the Company shall have the right to seekspecific performance and injunctive relief without posting a bond.

### (d)                                 The geographic scope of this Section shall extend to anywhere theCompany or any of its subsidiaries is doing business during the Term or hasplans, during the Term, to do business.

### (e)                                  The Executive agrees to provide a copy ofthis Agreement to all person and Entities with whom the Executive seeks to be hired or do business before acceptingemployment or engagement with any of them.

### (f)                                    If the Executive violates the provisions of this Section, the Executive shall continueto be held by the restrictions set forth in this Section, until a period equalto the period of restriction has expired without any violation.

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# 7.                                       Proprietary Information andDevelopments.

## 7.1                                 ProprietaryInformation.

### (a)                                  TheExecutive agrees that all information, whether or not in writing, of a private,secret or confidential nature concerning the Company’s business, businessrelationships or financial affairs (collectively, “Proprietary Information”) isand shall be the exclusive property 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 as required by applicable law, theExecutive will not disclose any Proprietary Information to any person or entityother than employees of the Company or use the same for any purposes (otherthan in the performance of his duties as an employee of the Company) withoutprior written approval from the Board of Directors or a designee of the Boardof Directors, either during or after his employment with the Company, unlessand until such Proprietary Information has become public knowledge withoutfault by the Executive.

### (b)                                 TheExecutive agrees that all files, documents, letters, memoranda, reports,records, data, sketches, drawings, methods, laboratory notebooks, programlistings, computer equipment or devices, computer programs or other written,

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### photographic,or other tangible material containing Proprietary Information, whether createdby the Executive or others, which shall come into his custody or possession,shall be and are the exclusive property of the Company and are to be used bythe Executive only in the performance of his duties for the Company.  All such materials or copies thereof and alltangible property of the Company in the custody or possession of the Executiveshall be delivered to the Company upon the earlier of (i) a request by theCompany or (ii) termination of his employment.  After such delivery, the Executive shall notretain any such materials or copies thereof or any such tangible property.

### (c)                                  TheExecutive agrees that his obligation not to disclose or to use information andmaterials of the types set forth in subsections (a) and (b) above, and hisobligation to return materials and tangible property set forth in subsection(b) above, also extends to such types of information, materials and tangibleproperty of customers of the Company or suppliers to the Company or other thirdparties who may have disclosed or entrusted the same to the Company or to theExecutive.

## 7.2                                 Developments.

### (a)                                  The Executive willmake full 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 to assign and doeshereby assign to the Company (or any person or entity designated by theCompany) all his right, title and interest in and to all Developments and allrelated patents, patent applications, copyrights and copyrightapplications.   However, this subsection(b) shall not apply to Developments that do not relate to any business orresearch and development conducted or planned to be conducted by the Company atthe time such Development is created, made, conceived or reduced to practiceand that are made and conceived by the Executive not during normal workinghours, not on the Company’s premises and not using the Company’s tools,devices, equipment or Proprietary Information. The Executive understands that, to the extent this Agreement shall beconstrued in accordance with the laws of any state that precludes a requirementin an employee agreement to assign certain classes of inventions made by anemployee, this subsection (b) shall be interpreted not to apply to any inventionthat a court rules and/or the Company agrees falls within such classes.  The Executive also hereby waives all claimsto moral rights in any Developments.

### (c)                                  The Executive agrees to cooperate fully withthe Company and to take such further actions as may be necessary or desirable,both during and after his employment with the Company, with respect to theprocurement, maintenance and enforcement of copyrights, patents and otherintellectual property rights (both in the United States and foreign countries)relating to Developments.  The Executiveshall sign all papers, including, without limitation, copyright applications,patent applications, declarations, oaths, formal assignments, assignments ofpriority rights and powers of attorney, that the Company may deem necessary ordesirable in order to protect its rights

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### andinterests in any Development.  TheExecutive further agrees that if the Company is unable, after reasonableeffort, to secure the signature of the Executive on any such papers, the ExecutiveVice President of Research and Development or the General Counsel of theCompany shall be entitled to execute any such papers as the agent and theattorney-in-fact of the Executive, and the Executive hereby irrevocablydesignates and appoints the Executive Vice President of Research andDevelopment or the General Counsel of the Company as his agent andattorney-in-fact to execute any such papers on his behalf and to take any andall actions as the Company may deem necessary or desirable in order to protectits rights and interests in any Development under the conditions described inthis sentence.

## 7.3                                 United States Government Obligations.  TheExecutive acknowledges that the Company from time to time may have agreementswith other parties or with the United States Government, or agencies thereof,which impose obligations or restrictions on the Company regarding inventionsmade during the course of work under such agreements or regarding theconfidential nature of such work.  TheExecutive agrees to be bound by all such obligations and restrictions that aremade known to the Executive and to take all action necessary to discharge theobligations of the Company under such agreements.

## 7.4                                 Other Agreements.  TheExecutive hereby represents that, other than documents filed with theSecurities and Exchange Commission, 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 furtherrepresents that his performance of all the terms of this

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## Agreementand the performance of his duties as an employee of the Company does not andwill not breach any agreement to keep in confidence proprietary information,knowledge or data acquired by him in confidence or in trust prior to hisemployment with the Company and that the Executive will not disclose to theCompany or induce the Company to use any confidential or proprietaryinformation, knowledge or material belonging to any previous employer orothers.  The Executive further representsthat his performance of all the terms of this Agreement and the performance ofhis duties as an employee of the Company does not and will not breach anyagreement to refrain from (i) competing, directly or indirectly, with thebusiness of any former employer or others or (ii) from soliciting employees,customers or suppliers of any former employer or others.

# 8.                                       Indemnification.  The Company shall indemnify the Executive inaccordance with its Certificate of Incorporation and By-Laws.

# 9.                                       Survival.  The provisions of Sections 6, 7 and 8 shallsurvive the termination of this Agreement for any reason.

# 10.                                 Notices.  Any notices delivered under this Agreementshall be deemed duly delivered three (3) business days after it is sent byregistered or certified mail, return receipt requested, postage prepaid, or one(1) business day after it is sent for next-business day delivery via areputable nationwide overnight courier service, in each case to the address ofthe recipient set forth in the introductory 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.

# 11.                                 Compliancewith Code Section 409A.  It isintended that this Agreement comply with or be exempt from the requirements ofSections 409A(a)(2) through (4) of

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# the Internal Revenue Codeof 1986, as amended, and all regulations issued thereunder.  The Agreement shall be interpreted andadministered for all purposes in accordance with this intent and may be amendedby the Company, following consultation with Executive and Executive’s legal andtax advisors, at any time if such amendment is deemed necessary to satisfy thisintent.

# 12.                                 Pronouns.  Whenever the context may require, anypronouns used in this Agreement shall include the corresponding masculine,feminine or neuter forms, and the singular forms of nouns and pronouns shallinclude the plural, and vice versa.

# 13.                                 EntireAgreement.  This Agreement, togetherwith the ERA, constitutes the entire agreement between the parties andsupersedes all prior agreements and understandings, whether written or oral,relating to the subject matter of this Agreement.

# 14.                                 Amendment.  This Agreement may be amended or modifiedonly by a written instrument executed by both the Company and the Executive.

# 15.                                 GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the Commonwealth ofMassachusetts (without reference to the conflict of laws provisionsthereof).  Any action, suit or otherlegal proceeding arising under or relating to any provision of this Agreementshall be commenced only in a court of the Commonwealth of Massachusetts (or, ifappropriate, a federal court located within the Commonwealth of Massachusetts),and the Company and the Executive each consents to the jurisdiction of such acourt.  The Company and the Executiveeach hereby irrevocably waive any right to a trial by jury in any action, suitor other legal proceeding arising under or relating to any provision of thisAgreement or any other dealing between

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# them relating to thesubject matter of this transaction and the relationship that is beingestablished.

# 16.                                 Successorsand Assigns.  This Agreement shall bebinding upon and inure to the benefit of both parties and their respectivesuccessors and assigns, including any corporation with which or into which theCompany may be merged or which may succeed to its assets or business; provided,however, that the obligations of the Executive are personal and shallnot be assigned by him.

# 17.                                 Acknowledgment.  The Executive states and represents that hehas had an opportunity to fully discuss and review the terms of this Agreementwith 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.

# 18.                                 Miscellaneous.

## 18.1                           No delay or omission by the Company inexercising any right under this Agreement shall operate as a waiver of that orany other right.  A waiver or consentgiven by the Company on any one occasion shall be effective only in thatinstance and shall not be construed as a bar to or waiver of any right on anyother occasion.

## 18.2                           The captions of the sections of thisAgreement are for convenience of reference only and in no way define, limit oraffect the scope or substance of any section of this Agreement.

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## 18.3                           In case any provision of this Agreement shallbe invalid, illegal or otherwise unenforceable, the validity, legality andenforceability of the remaining provisions shall in no way be affected orimpaired thereby.

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearset forth above.
|        | Sepracor Inc.    |
|--------|------------------|
|   |             |
|   |             |
|   | By:              |  /s/ Timothy  J. Barberich |   |
|   | Title:           |  Chairman and  CEO |   |
|   |             |   |
|   |             |   |
|   | /s/ Adrian Adams |   |
|   | Adrian Adams     |   |

 

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**SCHEDULEAFORM OF RESTRICTED STOCK AGREEMENT**

**SEEATTACHED AGREEMENT**

** **

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**SEPRACORINC.**

**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 conditions of the award of shares ofrestricted common stock of the Company (the “Restricted Shares”) made to theRecipient, as set forth on the cover page of this 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:  [     %of the total number of Restricted Shares shall vest on the first anniversary ofthe Grant Date and      % of the total number ofRestricted Shares shall vest on each successive anniversary thereafter, throughand including the       anniversary of the GrantDate].  Any fractional number ofRestricted Shares resulting from the application of the foregoing percentagesshall be rounded down 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 that the Recipient ceases to be employedby, a director of, or a consultant or advisor to, the Company for any reason orno reason, with or without cause all of the Restricted Shares that are unvestedas of the time of such employment termination shall be forfeited immediatelyand automatically to the Company, without the payment of any consideration tothe Recipient, effective as of such termination of employment.  The Recipient shall have no further rightswith respect to any Restricted Shares that are so forfeited.  If the Recipient is employed by a subsidiaryof the Company, any references in this Agreement to employment with the Companyshall 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 Sharesand to vote the Restricted Shares and act in respect of the Restricted Sharesat any 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) shall inureto the benefit of the Company’s successor and, unless the Board determinesotherwise, shall apply to the cash, securities or other property which theRestricted Shares were converted into or exchanged for pursuant to suchReorganization Event in the same manner and to the same extent as they appliedto 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)           Governing Law.  This Agreement shall be construed, interpretedand enforced in accordance with the internal laws of the State of Delawarewithout regard to any applicable conflicts of laws provisions. 

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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 March 1, 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 EmploymentAgreement.   

 

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 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 topurchase, in whole or in part, on the terms provided herein and in the Company’s2000 Stock Incentive Plan (the “Plan”), the number of shares (the “Shares”) ofcommon stock, $.10****par value pershare,  of the Company (“Common Stock”),indicatedon the certificate at the price  perShare indicated on the Certificate. Unless earlier terminated, this optionshall expire on the Grant Expiration Date indicated on the Certificate (“GrantExpiration 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 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)           Continuous Relationship with theCompany Required.  Except asotherwise provided in this Section 3, this option may not be exercisedunless the Participant, at the time he or she exercises this option, is, andhas been at all times since the Grant Date, an [employee or officer of], orconsultant or advisor to, the Company or any parent or subsidiary of theCompany 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 the Participantwas entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if, followingthe time the Participant has ceased to be an Eligible Participant, but prior tothe Grant Expiration Date, the Participant materially breaches Section 6 or 7of the Employment Agreement between the Participant and the Company dated March1, 2007 (the “Employment Agreement”), the right to exercise this option shallterminate immediately upon written notice to the Participant from the Companydescribing****such violation.

(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 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.             Nontransferability of 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.             Provisions of the Plan.

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

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

 

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**SCHEDULECFORM OF SEPARATION AGREEMENT AND RELEASE OF CLAIMS**

**SEEATTACHED FORM**

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**FORM OFSEPARATION 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,successors and assigns, agents and employees (each in their individual andcorporate capacities) (hereinafter, the “Released Parties”) from any and allclaims, 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, and expenses (including attorneys’ fees and costs), of every kindand nature which you ever had or now have against the Released Parties,including, but not limited to, those claims arising out of your employment withand/or separation from the Company, including, but not limited to, all claimsunder Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.,the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., theAmericans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., theFamily and Medical Leave Act, 29 U.S.C. § 2601 et seq., the WorkerAdjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq.,Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18U.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 of money, costs, accounts, reckonings, covenants, contracts, agreements,promises, doings, omissions, damages, executions, obligations, liabilities andexpenses (including attorney’s fees and costs), of every kind and nature thatthe Company 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.                                       **Business Expenses and Compensation**- You acknowledge that you have been reimbursed by the Company for all businessexpenses incurred in conjunction with the performance of your employment andthat no other reimbursements are owed to you. You further acknowledge that you have received payment in full for allservices rendered in conjunction with your employment by the Company and thatno other compensation is owed to you 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’scounsel to prepare for discovery or any mediation, arbitration, trial,administrative hearing or other proceeding or to act as a witness whenreasonably requested by the Company at mutually agreeable times and atlocations mutually convenient to you and the Company.  You also agree to cooperate with the Companyin the transitioning of your work, and will be available to the Company forthis purpose or any other purpose reasonably requested 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 be effectiveor 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 agreementcontains and constitutes the entire understanding and agreement between theparties hereto with respect to your severance benefits and the settlement ofclaims against the Company and cancels all previous oral and writtennegotiations, agreements, commitments and writings in connection therewith.Nothing in this paragraph, however, shall modify, cancel or supersede yourobligations 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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