Exhibit 10.1
AMENDED AND RESTATED
TRANSITION AND SEVERANCE AGREEMENT
This Amended and Restated Transition and Severance Agreement (the "Agreement")
is entered into as of September 7, 2007 (the "Effective Date"), by and between
Sepracor Inc. ("Sepracor" or the "Company") and W. James O'Shea ("O'Shea")
(individually, a "Party," and collectively, the "Parties") and amends and
restates the Transition and Severance Agreement between the Parties entered into
as of March 1, 2007.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1.
TRANSITION PERIOD POSITION AND RESPONSIBILITIES. EFFECTIVE AS OF
MARCH 1, 2007 (THE "TRANSITION DATE"), O'SHEA SHALL RESIGN FROM HIS POSITIONS AS
PRESIDENT AND CHIEF OPERATING OFFICER OF SEPRACOR. BEGINNING ON THE TRANSITION
DATE AND ENDING ON AUGUST 31, 2007, OR EARLIER IF O'SHEA VOLUNTARILY TERMINATES
HIS EMPLOYMENT PRIOR TO AUGUST 31, 2007 (THE "TRANSITION PERIOD"), O'SHEA SHALL
BE EMPLOYED BY SEPRACOR AS ITS VICE CHAIRMAN, REPORTING TO TIMOTHY BARBERICH,
SEPRACOR'S EXECUTIVE CHAIRMAN. DURING THE TRANSITION PERIOD, O'SHEA SHALL
PERFORM SUCH DUTIES CONSISTENT WITH HIS POSITION AS ARE REASONABLY ASSIGNED TO
HIM BY MR. BARBERICH. THE PARTIES FURTHER AGREE THAT O'SHEA SHALL PERFORM ALL
WORK AND PROVIDE ALL ASSISTANCE HEREUNDER AT SUCH TIMES AND LOCATIONS AS ARE
REASONABLY DETERMINED BY MR. BARBERICH.
2.
TRANSITION PERIOD COMPENSATION. DURING THE TRANSITION PERIOD, THE
COMPANY SHALL COMPENSATE O'SHEA AT THE ANNUAL RATE OF $548,625, LESS APPLICABLE
TAXES AND WITHHOLDINGS, (THE "BASE SALARY") TO BE PAID IN ACCORDANCE WITH THE
COMPANY'S REGULAR PAYROLL PRACTICES. IN ADDITION, PROVIDED O'SHEA HAS NOT
VOLUNTARILY TERMINATED HIS EMPLOYMENT PRIOR TO AUGUST 31, 2007, HE SHALL BE
ENTITLED TO AN ANNUAL BONUS FOR CALENDAR YEAR 2007 EQUAL TO $219,450, LESS
APPLICABLE TAXES AND WITHHOLDINGS. THE BONUS SHALL BE PAID TO O'SHEA IN A LUMP
SUM, ON OR PRIOR TO MARCH 1, 2008. FOR THE DURATION OF THE TRANSITION PERIOD,
THE COMPANY SHALL ALSO CONTINUE TO PROVIDE O'SHEA WITH THE BENEFITS WHICH HE
CURRENTLY ENJOYS UNDER THE COMPANY'S PLANS AND POLICIES, UNDER THE SAME TERMS
THAT APPLIED TO HIM IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, SUBJECT TO THE
TERMS OF THOSE PLANS AND POLICIES.
3.
SEVERANCE PERIOD AND COMPENSATION. EFFECTIVE ON AUGUST 31, 2007
(THE "SEPARATION DATE"), O'SHEA'S EMPLOYMENT WITH THE COMPANY SHALL CEASE.
THEREAFTER, PROVIDED O'SHEA HAS NOT VOLUNTARILY TERMINATED HIS EMPLOYMENT PRIOR
TO AUGUST 31, 2007 AND EXECUTES, DELIVERS AND DOES NOT REVOKE A RELEASE OF
CLAIMS FOR THE BENEFIT OF THE COMPANY IN A FORM PROVIDED BY THE COMPANY, THE
COMPANY SHALL CONTINUE TO PAY O'SHEA THE BASE SALARY (THE "BASE SALARY
SEVERANCE") FOR A PERIOD OF 12 MONTHS (THE "SEVERANCE PERIOD"), IN ACCORDANCE
WITH ITS REGULAR PAYROLL PRACTICES. HOWEVER, THE FIRST PAYMENT WILL NOT BE MADE
UNTIL MARCH 1, 2008 AND SUCH FIRST PAYMENT WILL BE EQUAL TO THOSE AMOUNTS TO
WHICH O'SHEA WOULD OTHERWISE HAVE BEEN ENTITLED IF NOT FOR THE SIX MONTH DELAY
DESCRIBED ABOVE. FOR THE REMAINING SIX (6) MONTHS OF THE SEVERANCE PERIOD,
O'SHEA WILL BE PAID THE BALANCE OF HIS