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.


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.



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(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.


(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



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(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”).


(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 



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liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.


(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, 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



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(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 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 



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corporation (or an
affiliate thereof) equivalent in fair market value 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.


(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 



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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.


(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 



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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 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)).


(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.

  



 



 11















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.

  



 



 12















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

  






 



 13















AMENDMENT NO. 6 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
11,500,000 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 5, 2006.

  
	
   

  	
  Adopted by the
  Stockholders on May 18, 2006.

  






 



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