or state law, by applicable plan terms or stock
option agreements, or by the express terms of this Agreement.
1
4.
STOCK OPTIONS AND RESTRICTED STOCK.
THE
PARTIES ACKNOWLEDGE THAT O'SHEA HAS BEEN AWARDED OPTIONS TO PURCHASE 700,000
SHARES OF THE COMPANY'S COMMON STOCK, ALL OF WHICH OPTIONS ARE FULLY VESTED, AS
WELL AS OPTIONS TO PURCHASE AN ADDITIONAL 25,700 SHARES OF THE COMPANY'S STOCK
WHICH WILL VEST PRIOR TO THE SEPARATION DATE.
THE GRANT DATES AND EXERCISE
PRICES OF SUCH OPTIONS ARE SET FORTH IN EXHIBIT A HERETO.
O'SHEA SHALL HAVE THE
RIGHT TO EXERCISE ANY OR ALL OF HIS OPTIONS FOR A PERIOD OF NINETY (90) DAYS
AFTER THE SEPARATION DATE.
THE OPTIONS SHALL TERMINATE AT THE CLOSE OF BUSINESS
ON THE NINETIETH (90TH) DAY FOLLOWING THE SEPARATION DATE.
IN ADDITION, THE
PARTIES ACKNOWLEDGE THAT O'SHEA IS THE OWNER OF CERTAIN SHARES OF RESTRICTED
STOCK OF THE COMPANY.
OF THESE SHARES, A TOTAL 6,850 SHARES WILL NO LONGER BE
SUBJECT TO ANY RESTRICTION AS OF MARCH 16, 2007, AND MAY BE RETAINED OR SOLD BY
O'SHEA AFTER THAT DATE IN HIS DISCRETION, SUBJECT TO THE COMPANY'S INSIDER
TRADING POLICY, THE TERMS OF THE INCENTIVE STOCK PLAN AND RESTRICTED STOCK
AGREEMENT UNDER WHICH SUCH SHARES WERE GRANTED AND THE FEDERAL SECURITIES LAWS.
EXCEPT WHERE EXPRESSLY MODIFIED BY THIS AGREEMENT, THE OPTIONS AND SHARES OF
RESTRICTED STOCK SET FORTH IN EXHIBIT A SHALL CONTINUE TO BE GOVERNED BY THE
TERMS OF THE APPLICABLE STOCK OPTION AGREEMENTS AND RESTRICTED STOCK AGREEMENT
EXECUTED BY THE PARTIES.
5.
COOPERATION.
FROM THE EFFECTIVE DATE
FORWARD, O'SHEA AGREES REASONABLY TO COOPERATE WITH THE COMPANY IN THE DEFENSE
OR PROSECUTION OF ANY THREATENED OR ACTUAL CLAIMS OR ACTIONS WHICH MAY BE
BROUGHT BY, AGAINST OR ON BEHALF OF THE COMPANY, ITS PREDECESSORS OR ANY OF ITS
CURRENT OR FORMER PARTNERS, AGENTS, EMPLOYEES, DIRECTORS OR AFFILIATES AND WHICH
RELATE TO EVENTS OR OCCURRENCES THAT TRANSPIRED OR ARE ALLEGED TO HAVE
TRANSPIRED DURING HIS EMPLOYMENT WITH THE COMPANY.
SUCH COOPERATION SHALL
INCLUDE, WITHOUT IMPLICATION OF LIMITATION, BEING AVAILABLE TO MEET WITH THE
COMPANY'S COUNSEL TO PREPARE FOR DISCOVERY OR TRIAL AND TO TESTIFY TRUTHFULLY AS
A WITNESS WHEN REASONABLY REQUESTED BY THE COMPANY AT REASONABLE TIMES AND FOR
REASONABLE TIME PERIODS.
IN THE EVENT ANY SUCH COOPERATION IS REQUIRED
FOLLOWING THE EXPIRATION OF THE SEVERANCE PERIOD AND REQUIRES MORE THAN DE
MINIMIS TIME OR EFFORT, THE COMPANY AGREES TO COMPENSATE O'SHEA AT A REASONABLE
HOURLY RATE FOR ANY COOPERATION PROVIDED UNDER THIS SECTION.
6.
LEGAL FEES.
NOTHING CONTAINED IN THIS
AGREEMENT SHALL CONSTITUTE A RELINQUISHMENT OR WAIVER BY O'SHEA OF HIS RIGHT TO
BE INDEMNIFIED BY THE COMPANY PURSUANT TO THE TERMS OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED (THE "INDEMNIFICATION PROVISIONS") WITH
RESPECT TO CONDUCT OR EVENTS OCCURRING DURING, OR RELATING TO, HIS EMPLOYMENT BY
SEPRACOR, OR OF ANY RIGHT THAT HE MAY HAVE UNDER, OR WITH RESPECT TO, THE
COMPANY'S DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICIES.
THE COMPANY
AGREES THAT TO THE FULL