Exhibit 10.18
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made this
6th day of November 2008 (the "Effective Date"), is entered into by Sepracor
Inc., a Delaware corporation with its principal place of business at 84
Waterford Drive, Marlborough, Massachusetts 01752-7231(the "Company"), and Mark
H. N. Corrigan, residing at 389 Marlborough Street, Boston, MA 02115 (the
"Executive").
WHEREAS, on May 14, 2008, the Company and the Executive entered into an
Employment Agreement (the "Original Agreement"); and
WHEREAS, the Company and the Executive wish to amend and restate the Original
Agreement as provided for herein.
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree that
the Original Agreement is amended and restated in its entirety as follows:
1.
TERM OF EMPLOYMENT.
THE COMPANY HEREBY
AGREES TO CONTINUE TO EMPLOY THE EXECUTIVE AND THE EXECUTIVE HEREBY AGREES TO
CONTINUE TO BE EMPLOYED BY THE COMPANY, UPON THE TERMS SET FORTH IN THIS
AGREEMENT, UNTIL THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE (THE "TERM").
NOTWITHSTANDING THE FOREGOING, THE TERM SHALL BE EXTENDED AUTOMATICALLY WITHOUT
FURTHER ACTION BY EITHER PARTY BY ONE (1) ADDITIONAL YEAR (ADDED TO THE END OF
THE TERM) ON EACH SUCCEEDING ANNIVERSARY OF THE EFFECTIVE DATE, UNLESS EITHER
PARTY SHALL HAVE SERVED WRITTEN NOTICE UPON THE OTHER PARTY AT LEAST SIXTY (60)
DAYS PRECEDING THE DATE UPON WHICH SUCH TERM WOULD END (SUCH PERIOD, AS IT MAY
BE EXTENDED, THE "EMPLOYMENT PERIOD"), UNLESS SOONER TERMINATED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 4.
2.
TITLE AND CAPACITY.
THE EXECUTIVE
SHALL SERVE AS EXECUTIVE VICE-PRESIDENT, RESEARCH AND DEVELOPMENT OF THE
COMPANY.
EXECUTIVE SHALL REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY AND SHALL, EXCEPT AS PERMITTED HEREBY, DEVOTE ALL OF HIS BUSINESS TIME
AND SERVICES TO THE BUSINESS AND AFFAIRS OF THE COMPANY.
EXECUTIVE SHALL ALSO
PERFORM SUCH OTHER DUTIES CONSISTENT WITH HIS POSITION AS EXECUTIVE
VICE-PRESIDENT, RESEARCH AND DEVELOPMENT AS MAY BE REASONABLY ASSIGNED BY THE
CHIEF EXECUTIVE OFFICER AND THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD")
FROM TIME TO TIME.
THE EXECUTIVE AGREES TO ABIDE BY THE RULES, REGULATIONS,
INSTRUCTIONS, PERSONNEL PRACTICES AND POLICIES OF THE COMPANY AND ANY CHANGES
THEREIN THAT MAY BE ADOPTED FROM TIME TO TIME BY THE COMPANY.
Notwithstanding anything herein to the contrary, Executive shall be entitled to
engage in (a) service on the board of directors of two companies, business or
trade organizations with prior Board approval, (b) service on the board of
directors of not-for-profit or charitable organizations with prior Board
approval, (c) other charitable activities and community affairs and (d) managing
his personal investments and affairs, in each case to the extent such activities
do not materially interfere with the performance of his duties and
responsibilities to the Company.
3.
COMPENSATION AND BENEFITS.
3.1
SALARY.
DURING THE TERM OF THIS AGREEMENT,
THE COMPANY AGREES TO