EACH CONSENTS TO THE JURISDICTION OF SUCH A COURT.
THE COMPANY AND THE
EXECUTIVE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER DEALING BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS TRANSACTION AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH OR INTO
WHICH THE COMPANY MAY BE MERGED OR WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS;
PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE EXECUTIVE ARE PERSONAL AND SHALL
NOT BE ASSIGNED BY HIM.
17.
ACKNOWLEDGMENT.
THE EXECUTIVE STATES AND
REPRESENTS THAT HE HAS HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE TERMS
OF THIS AGREEMENT WITH AN ATTORNEY.
THE EXECUTIVE FURTHER STATES AND REPRESENTS
THAT HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS THE CONTENTS HEREIN,
FREELY AND VOLUNTARILY ASSENTS TO ALL OF THE TERMS AND CONDITIONS HEREOF, AND
SIGNS HIS NAME OF HIS OWN FREE ACT.
17
18.
MISCELLANEOUS.
18.1
NO DELAY OR OMISSION BY THE COMPANY IN EXERCISING
ANY RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF THAT OR ANY OTHER
RIGHT.
A WAIVER OR CONSENT GIVEN BY THE COMPANY ON ANY ONE OCCASION SHALL BE
EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER
OF ANY RIGHT ON ANY OTHER OCCASION.
18.2
THE CAPTIONS OF THE SECTIONS OF THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR AFFECT THE
SCOPE OR SUBSTANCE OF ANY SECTION OF THIS AGREEMENT.
18.3
IN CASE ANY PROVISION OF THIS AGREEMENT SHALL BE
INVALID, ILLEGAL OR OTHERWISE UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL IN NO WAY BE AFFECTED OR
IMPAIRED THEREBY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.
Sepracor Inc.
By:
/s/ Timothy J. Barberich
Title:
Chairman and CEO
/s/ Andrew I. Koven
Andrew I. Koven
18
SCHEDULE A
FORM OF RESTRICTED STOCK AGREEMENT
SEE ATTACHED AGREEMENT
SEPRACOR INC.
Restricted Stock Agreement
Name of Recipient:
Number of shares of restricted common
stock awarded:
Grant Date:
Sepracor Inc. (the "Company") has selected you to receive the
restricted stock award described above, which is subject to the provisions of
the Company's 2000 Stock Incentive Plan (the "Plan") and the terms and
conditions contained in this Restricted Stock Agreement.
Please confirm your
acceptance of this restricted stock award and of the terms and conditions of
this Agreement by signing a copy of this Agreement where indicated below.
SEPRACOR INC.
By:
[insert name and title]
Accepted and Agreed:
[insert name of recipient]
SEPRACOR INC.
Restricted Stock Agreement
The terms and conditions of the award of shares of restricted
common stock of the Company (the "Restricted Shares")