AND
THAT THE COMPANY ADVISED YOU TO CONSULT WITH AN ATTORNEY OF YOUR OWN CHOOSING
PRIOR TO SIGNING THIS AGREEMENT.
YOU UNDERSTAND THAT YOU MAY REVOKE THIS
AGREEMENT FOR A PERIOD OF SEVEN (7) DAYS AFTER YOU SIGN THIS AGREEMENT, AND THE
AGREEMENT SHALL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THIS
SEVEN (7) DAY REVOCATION PERIOD.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO
THIS AGREEMENT YOU ARE WAIVING ANY AND ALL RIGHTS OR CLAIMS YOU MIGHT HAVE UNDER
THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS
BENEFIT PROTECTION ACT, AND THAT YOU HAVE RECEIVED CONSIDERATION BEYOND THAT TO
WHICH YOU WERE PREVIOUSLY ENTITLED.
11.
VOLUNTARY ASSENT - YOU AFFIRM THAT NO OTHER
PROMISES OR AGREEMENTS OF ANY KIND HAVE BEEN MADE TO OR WITH YOU BY ANY PERSON
OR ENTITY WHATSOEVER TO CAUSE YOU TO SIGN THIS AGREEMENT, AND THAT YOU FULLY
UNDERSTAND THE MEANING AND INTENT OF THIS AGREEMENT.
YOU STATE AND REPRESENT
THAT YOU HAVE HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE TERMS OF THIS
AGREEMENT WITH AN ATTORNEY.
YOU FURTHER STATE AND REPRESENT THAT YOU HAVE
CAREFULLY READ THIS AGREEMENT, UNDERSTAND THE CONTENTS HEREIN, FREELY AND
VOLUNTARILY ASSENT TO ALL OF THE TERMS AND CONDITIONS HEREOF, AND SIGN YOUR NAME
OF YOUR OWN FREE ACT.
12.
APPLICABLE LAW - THIS AGREEMENT SHALL BE
INTERPRETED AND CONSTRUED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS.
YOU HEREBY IRREVOCABLY SUBMIT TO
AND ACKNOWLEDGE AND RECOGNIZE THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS, OR IF APPROPRIATE, A FEDERAL COURT LOCATED IN MASSACHUSETTS
(WHICH COURTS, FOR PURPOSES OF THIS AGREEMENT, ARE THE ONLY COURTS OF COMPETENT
JURISDICTION), OVER ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.
Sepracor Inc.
By:
Name:
Title:
I hereby agree to the terms and conditions set forth above.
I have been given
at least twenty-one (21) days to consider this agreement and I have chosen to
execute this on the date below.
I intend that this agreement become a binding
agreement between me and the Company if I do not revoke my acceptance in seven
(7) days by notifying
in writing.
Date
Employee Name:
EXHIBIT B
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