Exhibit 10.1


 


SEPRACOR
INC.


 


2000 STOCK
INCENTIVE PLAN


 


1.             Purpose


 


The purpose of this 2000 Stock Incentive Plan
(the “Plan”) of Sepracor Inc., a Delaware corporation
(the “Company”), is to advance the interests of the Company’s stockholders by
enhancing the Company’s ability to attract, retain and motivate persons who
make (or are expected to make) important contributions to the Company by
providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company’s stockholders.  Except where the context otherwise requires,
the term “Company” shall include any of the Company’s present or future
subsidiary corporations as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the “Code”) and any other business venture (including, without limitation,
joint venture or limited liability company) in which the Company has a
significant interest, as determined by the Board of Directors of the Company
(the “Board”).


 


2.             Eligibility


 


All of the Company’s employees, officers,
directors, consultants and advisors (and any individuals who have accepted an
offer for employment) are eligible to be granted options, restricted stock
awards, or other stock-based awards (each, an “Award”) under the Plan.  Each person who has been granted an Award
under the Plan shall be deemed a “Participant”.


 


3.             Administration,
Delegation


 


(a)           Administration
by Board of Directors.  The Plan will
be administered by the Board.  The Board
shall have authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable.  The Board may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award in the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such expediency.  All decisions by the Board shall be made in
the Board’s sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.


 


(b)           Appointment
of Committees. To the extent permitted by applicable law, the Board may
delegate any or all of its powers under the Plan to one or more committees or
subcommittees of the Board (a “Committee”). 
All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board referred to in Section 3(b) to the extent that
the Board’s powers or authority under the Plan have been delegated to such
Committee.


 


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4.             Stock Available
for Awards


 


(a)           Number
of Shares. Subject to adjustment under Section 8, Awards may be made
under the Plan for up to 2,500,000 shares of common stock, $.10 par value per
share, of the Company (the “Common Stock”). 
If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to
any limitation required under the Code. 
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.


 


(b)           Per-Participant
Limit.  Subject to adjustment under Section 8,
for Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the “Exchange Act”), the maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 500,000
per calendar year. The per-Participant limit described in this Section 4(b) shall
be construed and applied consistently with Section 162(m) of the Code (“Section 162(m)”).


 


5.             Stock Options


 


(a)           General.  The Board may grant options to purchase
Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable.  An
Option which is not intended to be an Incentive Stock Option (as hereinafter
defined) shall be designated a “Nonstatutory Stock Option”.


 


(b)           Incentive
Stock Options.  An Option that the
Board intends to be an “incentive stock option” as defined in Section 422
of the Code (an “Incentive Stock Option”) shall only be granted to employees of
the Company and shall be subject to and shall be construed consistently with
the requirements of Section 422 of the Code.  The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) which is
intended to be an Incentive Stock Option is not an Incentive Stock Option.


 


(c)           Exercise
Price. The Board shall establish the exercise price at the time each Option
is granted and specify it in the applicable option agreement, provided,
however, that the exercise price shall not be less than 100% of the fair market
value of the Common Stock, as determined by the Board, at the time the Option
is granted.


 


(d)           Duration
of Options. Each Option shall be exercisable at such times and subject to
such terms and conditions as the Board may specify in the applicable option
agreement, provided however, that no Option will be granted for a term in
excess of ten years.


 


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(e)           Exercise
of Option.  Options may be exercised
by delivery to the Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for
the number of shares for which the Option is exercised.


 


(f)            Payment
Upon Exercise.  Common Stock
purchased upon the exercise of an Option granted under the Plan shall be paid
for as follows:


 


(1)           in
cash or by check, payable to the order of the Company;


 


(2)           except
as the Board may, in its sole discretion, otherwise provide in an option
agreement, by (i) delivery of an irrevocable and unconditional undertaking
by a creditworthy broker to deliver promptly to the Company sufficient funds to
pay the exercise price or (ii) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price;


 


(3)           when
the Common Stock is registered under the Exchange Act, by delivery of shares of
Common Stock owned by the Participant valued at their fair market value as
determined by (or in a manner approved by) the Board in good faith (“Fair
Market Value”), provided (i) such method of payment is then permitted
under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;


 


(4)           to
the extent permitted by the Board, in its sole discretion by (i) delivery
of a promissory note of the Participant to the Company on terms determined by
the Board, or (ii) payment of such other lawful consideration as the Board
may determine; or


 


(5)           by
any combination of the above permitted forms of payment.


 


(g)           Substitute
Options. In connection with a merger or consolidation of an entity with the
Company or the acquisition by the Company of property or stock of an entity,
the Board may grant Options in substitution for any options or other stock or
stock-based awards granted by such entity or an affiliate thereof.  Substitute Options may be granted on such
terms as the Board deems appropriate in the circumstances, notwithstanding any
limitations on Options contained in the other sections of this Section 5.


 


6.             Restricted Stock


 


(a)           Grants.  The Board may grant Awards entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if issued at
no cost) from the recipient in the event that conditions specified by the Board
in the applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a “Restricted
Stock Award”).


 


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(b)           Terms
and Conditions.  The Board shall
determine the terms and conditions of any such Restricted Stock Award,
including the conditions for repurchase (or forfeiture) and the issue price, if
any.  Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company
(or its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the event of
the Participant’s death (the “Designated Beneficiary”).  In the absence of an effective designation by
a Participant, Designated Beneficiary shall mean the Participant’s estate.


 


7.             Other Stock-Based
Awards


 


The Board shall have the right to grant other
Awards based upon the Common Stock having such terms and conditions as the
Board may determine, including the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the grant
of stock appreciation rights.


 


8.             Adjustments for
Changes in Common Stock and Certain Other Events


 


(a)           Changes
in Capitalization.  In the event of
any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, or any distribution to holders of Common
Stock other than a normal cash dividend, (i) the number and class of
securities available under this Plan, (ii) the per-Participant limit set
forth in Section 4(b), (iii) the number and class of securities and
exercise price per share subject to each outstanding Option, (iv) the
repurchase price per share subject to each outstanding Restricted Stock Award,
and (v) the terms of each other outstanding Award shall be appropriately
adjusted by the Company (or substituted Awards may be made, if applicable) to
the extent the Board shall determine, in good faith, that such an adjustment
(or substitution) is necessary and appropriate. 
If this Section 8(a) applies and Section 8(c) also
applies to any event, Section 8(c) shall be applicable to such event,
and this Section 8(a) shall not be applicable.


 


(b)           Liquidation
or Dissolution.  In the event of a
proposed liquidation or dissolution of the Company, the Board shall upon
written notice to the Participants provide that all then unexercised Options
will (i) become exercisable in full as of a specified time at least 10
business days prior to the effective date of such liquidation or dissolution
and (ii) terminate effective upon such liquidation or dissolution, except
to the extent exercised before such effective date.  The Board may specify the effect of a
liquidation or dissolution on any Restricted Stock Award or other Award granted
under the Plan at the time of the grant of such Award.


 


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(c)           Acquisition
and Change in Control Events


 


(1)           Definitions


 


(a)                                  An
“Acquisition Event” shall mean:


 


(i)                                     any
merger or consolidation of the Company with or into another entity as a result
of which the Common Stock is converted into or exchanged for the right to
receive cash, securities or other property; or


 


(ii)                                  any
exchange of shares of the Company for cash, securities or other property
pursuant to a statutory share exchange transaction.


 


(b)                                 A
“Change in Control Event” shall mean:


 


(i)                                     the
acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company
if, after such acquisition, such Person beneficially owns (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) 30% or more of either
(x) the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (y) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this subsection (i), the following acquisitions shall
not constitute a Change in Control Event: (A) any acquisition directly
from the Company (excluding an acquisition pursuant to the exercise, conversion
or exchange of any security exercisable for, convertible into or exchangeable
for common stock or voting securities of the Company, unless the Person
exercising, converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the Company), (B) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (C) any
acquisition by any corporation pursuant to a Business Combination (as defined
below) which complies with clauses (x) and (y) 
of subsection (iii) of this definition; or


 


(ii)                                  such
time as the Continuing Directors (as defined below) do not constitute a
majority of the Board (or, if applicable, 


 


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the Board of Directors of a successor
corporation to the Company), where the term “Continuing Director” means at any
date a member of the Board (x) who was a member of the Board on the date of the
initial adoption of this Plan by the Board or (y) who was nominated or elected
subsequent to such date by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election; provided, however, that there shall be excluded from
this clause (y) any individual whose initial assumption of office occurred as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents, by or on behalf of a person other than the Board; or


 


(iii)                               the
consummation of a merger, consolidation, reorganization, recapitalization or
statutory share exchange involving the Company or a sale or other disposition
of all or substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination, each of
the following two conditions is satisfied: (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
50% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors, respectively, of the resulting or acquiring corporation
in such Business Combination (which shall include, without limitation, a
corporation which as a result of such transaction owns the Company or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) (such resulting or acquiring corporation is referred to
herein as the “Acquiring Corporation”) in substantially the same proportions as
their ownership of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, respectively, immediately prior to such Business Combination
and (y) no Person (excluding the 


 


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Acquiring Corporation or any employee benefit
plan (or related trust) maintained or sponsored by the Company or by the
Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more
of the then-outstanding shares of common stock of the Acquiring Corporation, or
of the combined voting power of the then-outstanding securities of such
corporation entitled to vote generally in the election of directors (except to
the extent that such ownership existed prior to the Business Combination).


 


(2)           Effect
on Options


 


(a)                                  Acquisition
Event.  Upon the occurrence of an
Acquisition Event (regardless of whether such event also constitutes a Change
in Control Event), or the execution by the Company of any agreement with
respect to an Acquisition Event (regardless of whether such event will result
in a Change in Control Event), the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof); provided  that
if such Acquisition Event also constitutes a Change in Control Event, except to
the extent specifically provided to the contrary in the instrument evidencing
any Option or any other agreement between a Participant and the Company, such
assumed or substituted options shall be immediately exercisable in full upon
the occurrence of such Acquisition Event. 
For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Acquisition Event, the consideration (whether
cash, securities or other property) received as a result of the Acquisition
Event by holders of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Acquisition Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Acquisition
Event is not solely common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of the acquiring or
succeeding corporation, provide for the consideration to be received upon the
exercise of Options to consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent in fair market
value 


 


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to the per share consideration received by
holders of outstanding shares of Common Stock as a result of the Acquisition
Event.


 


Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, such Options, then the
Board shall, upon written notice to the Participants, provide that all then
unexercised Options will become exercisable in full as of a specified time
prior to the Acquisition Event and will terminate immediately prior to the
consummation of such Acquisition Event, except to the extent exercised by the
Participants before the consummation of such Acquisition Event; provided,
however, in the event of an Acquisition Event under the terms of which holders
of Common Stock will receive upon consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to such Acquisition Event (the “Acquisition
Price”), then the Board may instead provide that all outstanding Options shall
terminate upon consummation of such Acquisition Event and that each Participant
shall receive, in exchange therefor, a cash payment equal to the amount (if
any) by which (A) the Acquisition Price multiplied by the number of shares
of Common Stock subject to such outstanding Options (whether or not then
exercisable), exceeds (B) the aggregate exercise price of such Options.


 


(b)                                 Change
in Control Event that is not an Acquisition Event.  Upon the occurrence of a Change in Control
Event that does not also constitute an Acquisition Event, except to the extent
specifically provided to the contrary in the instrument evidencing any Option
or any other agreement between a Participant and the Company, all Options
then-outstanding shall automatically become immediately exercisable in full.


 


(3)           Effect
on Restricted Stock Awards


 


(a)                                  Acquisition
Event that is not a Change in Control Event. Upon the occurrence of an
Acquisition Event that is not a Change in Control Event, the repurchase and
other rights of the Company under each outstanding Restricted Stock Award shall
inure to the benefit of the Company’s successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Acquisition Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted
Stock Award.


 


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(b)                                 Change
in Control Event.  Upon the
occurrence of a Change in Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent specifically provided
to the contrary in the instrument evidencing any Restricted Stock Award or any
other agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Stock Awards then-outstanding shall automatically
be deemed terminated or satisfied.


 


(4)           Effect
on Other Awards


 


(a)                                  Acquisition
Event that is not a Change in Control Event. The Board shall specify the
effect of an Acquisition Event that is not a Change in Control Event on any
other Award granted under the Plan at the time of the grant of such Award.


 


(b)                                 Change
in Control Event.  Upon the
occurrence of a Change in Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent specifically provided
to the contrary in the instrument evidencing any other Award or any other
agreement between a Participant and the Company, all other Awards shall become
exercisable, realizable or vested in full, or shall be free of all conditions
or restrictions, as applicable to each such Award.


 


(5)           Limitations.  Notwithstanding the foregoing provisions of
this


 


Section 8(c), if the Change in Control
Event is intended to be accounted for as a “pooling of interests” for financial
accounting purposes, and if the acceleration to be effected by the foregoing
provisions of this Section 8(c) would preclude accounting for the
Change in Control Event as a “pooling of interests” for financial accounting
purposes, then no such acceleration shall occur upon the Change in Control
Event.


 


9.             General Provisions
Applicable to Awards


 


(a)           Transferability
of Awards.  Except as the Board may
otherwise determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. 
References to a Participant, to the extent relevant in the context,
shall include references to authorized transferees.


 


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(b)           Documentation.  Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c)           Board
Discretion.  Except as otherwise
provided by the Plan, each Award may be made alone or in addition or in
relation to any other Award.  The terms
of each Award need not be identical, and the Board need not treat Participants
uniformly.


 


(d)           Termination
of Status.  The Board shall determine
the effect on an Award of the disability, death, retirement, authorized leave
of absence or other change in the employment or other status of a Participant
and the extent to which, and the period during which, the Participant, the
Participant’s legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.


 


(e)           Withholding.  Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes required by
law to be withheld in connection with Awards to such Participant no later than
the date of the event creating the tax liability.  Except as the Board may otherwise provide in
an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to a
Participant.


 


(f)            Amendment
of Award.  The Board may amend,
modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type, changing
the date of exercise or realization, and converting an Incentive Stock Option
to a Nonstatutory Stock Option, provided that the Participant’s consent to such
action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.


 


(g)           Conditions
on Delivery of Stock.  The Company
will not be obligated to deliver any shares of Common Stock pursuant to the
Plan or to remove restrictions from shares previously delivered under the Plan
until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel,
all other legal matters in connection with the issuance and delivery of such
shares have been satisfied, including any applicable securities laws and any
applicable stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements
of any applicable laws, rules or regulations.


 


(h)           Acceleration.  The Board may at any time provide that any
Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of restrictions in full or in part or 


 


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that any other Awards may become exercisable in full or in part or free
of some or all restrictions or conditions, or otherwise realizable in full or
in part, as the case may be.


 


10.           Miscellaneous


 


(a)           No
Right To Employment or Other Status. 
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
continued employment or any other relationship with the Company.  The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided
in the applicable Award.


 


(b)           No
Rights As Stockholder.  Subject to
the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares
of Common Stock to be distributed with respect to an Award until becoming the
record holder of such shares. 
Notwithstanding the foregoing, in the event the Company effects a split
of the Common Stock by means of a stock dividend and the exercise price of and
the number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.


 


(c)           Effective
Date and Term of Plan.  The Plan
shall become effective on the date on which it is adopted by the Board, but no
Award granted to a Participant that is intended to comply with Section 162(m)
shall become exercisable, vested or realizable, as applicable to such Award,
unless and until the Plan has been approved by the Company’s stockholders to
the extent stockholder approval is required by Section 162(m) in the
manner required under Section 162(m) (including the vote required under Section 162(m)).
No Awards shall be granted under the Plan after the completion of ten years
from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company’s
stockholders, but Awards previously granted may extend beyond that date.


 


(d)           Amendment
of Plan.  The Board may amend,
suspend or terminate the Plan or any portion thereof at any time, provided that
to the extent required by Section 162(m), no Award granted to a
Participant that is intended to comply with Section 162(m) after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award, unless and until such amendment shall have been approved by the
Company’s stockholders as required by Section 162(m) (including the vote
required under Section 162(m)).


 


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(e)           Governing
Law.  The provisions of the Plan and
all Awards made hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware, without regard to any applicable
conflicts of law.


 


 


Adopted by the
Board of Directors on February 24, 2000


 


Adopted by the Stockholders on May 24,
2000


 


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AMENDMENT
NO 1. TO


2000
STOCK INCENTIVE PLAN


OF


SEPRACOR
INC.


 


The 2000 Stock Incentive Plan (the “Plan”) of
Sepracor Inc. be, and hereby is, amended as follows:


 


1.             Section 4,
paragraph (a) is deleted in its entirety and the following is substituted
in its place:


 


“(a) Number of Shares.  Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 4,000,000 shares of common stock,
$.10 par value per share, of the Company (the “Common Stock”).  If any Award expires or is terminated,
surrendered or cancelled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), to any limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.”


 


 


Adopted by the
Board of Directors on February 21, 2002


 


Adopted by the
Stockholders on May 22, 2002


 


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AMENDMENT
NO 2. TO


2000
STOCK INCENTIVE PLAN


OF


SEPRACOR
INC.


 


The 2000 Stock Incentive Plan (the “Plan”) of
Sepracor Inc. be, and hereby is, amended as follows:


 


1.             Section 4,
paragraph (a) is deleted in its entirety and the following is substituted
in its place:


 


“(a) Number of Shares.  Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 5,5000,000 shares of common stock,
$.10 par value per share, of the Company (the “Common Stock”).  If any Award expires or is terminated,
surrendered or cancelled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), to any limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.”


 


 


Adopted by the
Board of Directors on February 20, 2003


 


Adopted by the
Stockholders on May 22, 2003


 


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AMENDMENT
NO 3. TO


2000
STOCK INCENTIVE PLAN


OF


SEPRACOR
INC.


 


The 2000 Stock Incentive Plan (the “Plan”),
as amended, of Sepracor Inc. be, and hereby is, further amended as follows:


 


1.             Section 4,
paragraph (a) is deleted in its entirety and the following is substituted
in its place:


 


“(a) Number of Shares.  Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 8,000,000 shares of common stock,
$.10 par value per share, of the Company (the “Common Stock”).  If any Award expires or is terminated, surrendered
or cancelled without having been fully exercised or is forfeited in whole or in
part or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under
the Plan, subject, however, in the case of Incentive Stock Options (as
hereinafter defined), to any limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.”


 


 


Adopted by the
Board of Directors on February 11, 2004.


 


Adopted by the
Stockholders on May 19, 2004.


 


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AMENDMENT
NO. 4 TO


2000
STOCK INCENTIVE PLAN


OF


SEPRACOR
INC.


 


The 2000 Stock Incentive Plan (the “Plan”),
as amended, of Sepracor Inc. be, and hereby is, further amended as follows:


 


1.             Section 4,
paragraph (a) is deleted in its entirety and the following is substituted
in its place:


 


“(a) Number of Shares.  Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 9,500,000 shares of common stock,
$.10 par value per share, of the Company (the “Common Stock”).  If any Award expires or is terminated,
surrendered or cancelled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), to any limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.”


 


 


Adopted by the
Board of Directors on April 1, 2005.


 


Adopted by the
Stockholders on May 19, 2005.


 


16





















 


AMENDMENT
NO. 5 TO 

2000 STOCK INCENTIVE PLAN

OF

SEPRACOR INC.


 


The 2000 Stock Incentive Plan (the “Plan”) of
Sepracor Inc. be and hereby is, amended as follows:


 


1.             The
following Section 5(h) is hereby added:


 


(h)           Limitation
on Repricing.  Unless such action is
approved by the Company’s stockholders: (i) no outstanding Option granted
under the Plan may be amended to provide an exercise price per share that is
lower than the then-current exercise price per share of such outstanding Option
(other than adjustments pursuant to Section 8), and (ii) the Board
may not cancel any outstanding option (whether or not granted under the Plan)
and grant in substitution therefor new Awards under the Plan covering the same
or a different number of shares of Common Stock and having an exercise price
per share lower than the then-current exercise price per share of the cancelled
Option.


 


2.             Section 9(f) is
hereby deleted in its entirety and replaced with the following:


 


(f)            Amendment
of Plan.  Except as prohibited by Section 5(h),
the Board may amend, modify or terminate any outstanding Award, including but
not limited to, substituting therefore another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive
Stock Option to a Non-Statutory Stock Option, provided that the Participant’s
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.


 


 


Adopted by the Board of
Directors on May 13, 2005


 


17