Employment Agreement - Sepracor Inc. and Paul D. Rubin
February 23, 1996
Paul D. Rubin, MD
7205 N. Fontana Place
Raleigh, NC 27615
Dear Paul:
On behalf of Sepracor Inc., I am very pleased to offer you the position of
Senior Vice President, Pharmaceutical Development, Sepracor Pharmaceuticals.
Reporting directly to me, you would be primarily responsible for establishing
and leading an outstanding pharmaceutical development team, capable of
developing several compounds in diverse therapeutic categories. Reporting
directly to you initially would be the clinical, regulatory and project
management functions.
In addition, you would be a key member of Sepracor's senior management team, and
be actively involved in strategic planning and decision making, and in
financing, business development and investor relations activities.
This position includes an annual salary of $240,000, paid bi-weekly at
$9,230.77. You would also receive a $50,000 signing bonus, three weeks vacation,
and be eligible to receive a year-end target bonus of $120,000.
Your "ownership in the Company" would derive from your participation in
Sepracor's incentive stock option plan for key employees. It is our intention to
grant you an option to purchase 150,000 shares of Sepracor Common Stock, subject
to the approval of the Board of Directors. Your stock options would vest in
equal installments over a five-year period. The exercise price per share would
be set at the market price on the day the Board of Directors approves this
grant.
You would also receive two additional stock option contracts, each for 25,000
shares. The first and second contracts would be granted on your six and twelve
month anniversary at Sepracor, respectively, based upon your achievement of
mutually agreed upon objectives.
We are also pleased to reimburse all of your relocation expenses, including
those related to real estate transactions, (e.g. legal fees, points on
mortgage), temporary living, reasonable house-hunting trips and moving. In
addition, to further facilitate your relocation, Sepracor will purchase your
home in North Carolina for a price based upon standard industry practices, (e.g.
the average of three independent
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appraisals), and provide you with five weeks salary to cover incidental expenses
related to your move.
In the event that you are terminated without cause, or if Sepracor is acquired
by a third party for a price per share of $2.00 or less above the strike price
of your 150,000 share stock option contract, you would receive one full year's
salary.
Enclosed for your review is a copy of our Employee Incentive Stock Option
Agreement and a description of Sepracor's insurance and benefits program. You
will note that we are providing the option to our employees and their families
of participating either in an HMO through BlueCross/BlueShield of Massachusetts
or Harvard Community Health Plan, or in a comprehensive point-of-service plan
through BlueCross/BlueShield. In addition, you will be eligible to participate
in Sepracor's 401k Employee Retirement Savings and Investment Plan. Also
enclosed is a copy of our standard employee confidentiality agreement, which you
would be asked to execute upon joining Sepracor.
Following your consideration of and agreement to this offer, please sign and
return a copy of this letter to my attention. Also, please provide me a list of
references at your earliest convenience, as this offer is contingent upon our
completion of a timely and satisfactory reference check. Should you have any
questions in the interim, please call me at the office at 508-481-6700, x252, or
feel free to call me at home at 617-237-3259.
Paul, I'm excited at the prospect of your joining Sepracor and making meaningful
contributions to our bright future. The entire Sepracor team is looking forward
to working with you, and I'm convinced that together we can create significant
value and have fun on the process.
Sincerely yours,
David S. Barlow
Executive Vice President, Sepracor Inc.
President, Pharmaceuticals
I accept your offer of employment as described above.
/s/Paul D.Rubin, MD March 4, 1996
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Paul D. Rubin, MD Date
cc: T. Barberich