Sample Business Contracts

Employment Agreement - Sepracor Inc. and Robert F. Scumaci

Employment Forms

Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                                   [SEPRACOR]


                                                              February 23, 1995


Robert F. Scumaci
68 Barstow Avenue
Norwell, MA 02061

Dear Bob:

     On behalf of Sepracor Inc. (the "Company"), I am delighted to offer you the
position of Vice President and Corporate Controller of the Company. This
position reports to the Chief Financial Officer. In addition, this offer
includes the interim position of Chief Financial Officer of BioSepra, our
majority-owned subsidiary. This position reports to the Chief Executive Officer
of BioSepra, Jean-Marie Vogel, with dotted-line reporting to the Chief Financial
Officer of Sepracor. The aggregate compensation package will consist of the
following terms:

o    $11,167 per month (per your letter of 2/23/95) plus a total bonus of up to
     $25,000 per year. While this compensation is for both positions combined,
     it will not change in the event a new CFO of BioSepra is hired.

o    The Company will grant you an option to purchase stock, contingent on
     approval by the Board of Directors of Sepracor and BioSepra, at a price
     which will be the price of the traded stock on the day of the grant, for
     20,000 shares of Sepracor and 20,000 shares of BioSepra. These shares will
     vest over a five-year period starting on the first anniversary of your
     employment with the Company.

o    You and your family will be entitled to participate in Sepracor's
     health-care insurance plan.

o    You will be entitled to severance in the event of termination of
     employment. This will consist of the following:

          --   Terminated in year 1, six months severance


<PAGE>   2


          --   Terminated in year 2-5, nine months severance

          --   Terminated after year 5, twelve months severance.

          --   It is our understanding that "severance," as defined in this
               letter, consists of salary plus pro rata bonus paid monthly.
               Severance will be paid until the earlier of (i) expiration under
               the terms above, or (ii) re-employment. In addition to severance,
               you will be entitled to reasonable outplacement services at
               Sepracor's cost.

o    You will be reimbursed for reasonable relocation expenses up to $40,000.

A benefits booklet is attached. Bob, I hope that this offer is satisfactory. The
potential for BioSepra and Sepracor are enormous, as we have discussed. You will
play an integral, and senior role in the expansion that we all expect.

                                       Very truly yours,


                                       /s/ David P. Southwell
                                       Senior Vice President
                                       Chief Financial Officer