Promissory Note - Sepracor Inc. and David Barlow
PROMISSORY NOTE
---------------
$209,915 June 15, 1996
FOR VALUE RECEIVED, the undersigned Mr. David Barlow with an address of 44
Hundreds Circle Wellesley, MA 02181 (hereinafter referred to as the "Borrower"),
promises to pay to the order of Sepracor Inc. (together with any subsequent
holders of this Note, the "Lender"), at its office at 111 Locke Drive,
Marlborough, Massachusetts 01752, or at such other place as the Lender may from
time to time designate in writing, the principal sum of:
Two Hundred Nine Thousand Nine Hundred and Fifteen DOLLARS
This note is interest bearing prime plus 75 basis points compounded and
reset quarterly.
If not sooner paid, all outstanding principal shall be paid to the Lender
on the earlier of (a) date of termination from employment (b) one year from date
of Promissory Note.
This Note may be prepaid, in whole or from time to time in part, at
anytime, without premium or penalty.
All payments hereunder shall be payable in lawful money of the United
States which shall be legal tender for the public and private debts at the time
of payment.
It is expressly agreed that the occurrence of any one or more of the
following shall constitute an "Event of Default" hereunder: (a) failure to pay
upon termination of employment (b) failure to pay note on expiration. If any
such Event of Default hereunder shall occur, the Lender may, as its option,
declare to be immediately due and payable the then outstanding principal balance
under this Note, and all other amounts payable to the Lender hereunder, shall
become and be due and payable immediately. The failure of the Lender to exercise
said option to accelerate shall not constitute a waiver of the right to exercise
the same at any other time.
The Borrower will pay on demand all costs and expenses, including
reasonable attorneys' fees, incurred or paid by the Lender in enforcing or
collecting any of the obligations of the Borrower hereunder. The Borrower agrees
that all such costs and expenses and all other expenditures by the Lender on
account hereof, other than advances of principal, which are not reimbursed by
the Borrower immediately upon demand, all amounts due under this Note after
maturity, and any amounts due hereunder if an Event of Default shall occur
hereunder, shall bear interest at a fluctuating per annum rate equal to the sum
of the Prime Rate from time to time in effect plus five percent, but in no event
more than the maximum rate of interest then permitted by law (the "Default
Rate"), until such expenditures are repaid or this Note and such amounts as are
due are paid to the Lender.
<PAGE> 2
This Note is secured by Borrowers stock options in Sepracor Inc., and by
the property owned at 44 Hundreds Circle, Wellesley, MA 02181 (as from time to
time amended and in effect, the "Security") No sale transfer or assignment of
said stock options can be made without the express written consent of the
President and CEO of Sepracor.
All notices required or permitted to be given hereunder shall be in
writing and shall be effective when mailed, postage prepaid, by registered or
certified mail, addressed in the case of the Borrower and the Lender to them at
the address set forth above, or to such other address as either the Borrower or
the Lender may from time to time specify by like notice.
All of the provisions of this Note shall be binding upon and inure to the
benefit of the Borrower and the Lender and their respective successors and
assigns. If there is more than the undersigned Borrower, the obligations of each
Borrower shall be joint and several. This Note shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
The Borrower hereby consents to any extension of time of payment hereof,
release of all or any part of the security for the payment hereof, or release of
any party liable for this obligation, and waives presentment for payment,
demand, protest and notice of dishonor. Any such extension or release may be
made without notice to the Borrower and without discharging its liability.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Note, on the
day and year first above written.
------------------------------ -----------------------------------
/s/ Timothy J. Barberich /s/ David S. Barlow
President and CEO Executive Vice President & President of
Pharmaceuticals
-----------------------------------
/s/ Ann M. Barlow
<PAGE> 3
PROMISSORY NOTE
---------------
$209,915 June 15, 1995
FOR VALUE RECEIVED, the undersigned Mr. David Barlow with an address of 44
Hundreds Circle Wellesley, MA 02181 (hereinafter referred to as the "Borrower"),
promises to pay to the order of Sepracor Inc. (together with any subsequent
holders of this Note, the "Lender"), at its office at 33 Locke Drive,
Marlborough, Massachusetts 01752, or at such other place as the Lender may from
time to time designate in writing, the principal sum of:
Two Hundred Nine Thousand Nine Hundred and Fifteen DOLLARS
This note is non interest bearing and Borrower is solely responsible for
all associated taxes relative to this non interest bearing feature.
If not sooner paid, all outstanding principal shall be paid to the Lender
on the earlier of (a) date of termination from employment (b) one year from date
of Promissory Note.
This Note may be prepaid, in whole or from time to time in part, at
anytime, without premium or penalty.
All payments hereunder shall be payable in lawful money of the United
States which shall be legal tender for the public and private debts at the time
of payment.
It is expressly agreed that the occurrence of any one or more of the
following shall constitute an "Event of Default" hereunder: (a) failure to pay
upon termination of employment (b) failure to pay note on expiration. If any
such Event of Default hereunder shall occur, the Lender may, as its option,
declare to be immediately due and payable the then outstanding principal balance
under this Note, and all other amounts payable to the Lender hereunder, shall
become and be due and payable immediately. The failure of the Lender to exercise
said option to accelerate shall not constitute a waiver of the right to exercise
the same at any other time.
The Borrower will pay on demand all costs and expenses, including
reasonable attorneys' fees, incurred or paid by the Lender in enforcing or
collecting any of the obligations of the Borrower hereunder. The Borrower agrees
that all such costs and expenses and all other expenditures by the Lender on
account hereof, other than advances of principal, which are not reimbursed by
the Borrower immediately upon demand, all amounts due under this Note after
maturity, and any amounts due hereunder if an Event of Default shall occur
hereunder, shall bear interest at a fluctuating per annum rate equal to the sum
of the Prime Rate from time to time in effect plus five percent, but in no event
more than the maximum rate of interest then permitted by law (the "Default
Rate"), until such expenditures are repaid or this Note and such amounts as are
due are paid to the Lender.
<PAGE> 4
This Note is secured by Borrowers stock options in Sepracor Inc., (as from
time to time amended and in effect, the "Security"). No sale transfer or
assignment of said stock options can be made without the express written consent
of the President and CEO of Sepracor.
All notices required or permitted to be given hereunder shall be in
writing and shall be effective when mailed, postage prepaid, by registered or
certified mail, addressed in the case of the Borrower and the Lender to them at
the address set forth above, or to such other address as either the Borrower or
the Lender may from time to time specify by like notice.
All of the provisions of this Note shall be binding upon and inure to the
benefit of the Borrower and the Lender and their respective successors and
assigns. If there is more than the undersigned Borrower, the obligations of each
Borrower shall be joint and several. This Note shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
The Borrower hereby consents to any extension of time of payment hereof,
release of all or any part of the security for the payment hereof, or release of
any party liable for this obligation, and waives presentment for payment,
demand, protest and notice of dishonor. Any such extension or release may be
made without notice to the Borrower and without discharging its liability.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Note, on the
day and year first above written.
------------------------------ ---------------------------------------
/s/ Timothy J. Barberich /s/ David S. Barlow
President and CEO Executive Vice President & President of
Pharmaceuticals