EX-10.1



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ENZON PHARMACEUTICALS, INC. 





Executive Deferred Compensation Plan

(2008 Restatement)





 









 



















TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	1.	 	Statement of History and Purpose	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	3.	 	Administration of the Plan	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.01	 	Plan Administration	 	 	5	 
	 
	 	3.02	 	Delegation of Duties	 	 	6	 
	 
	 	3.03.	 	Claim for Benefits	 	 	6	 
	 
	 	3.04	 	Review of a Denial of a Claim for Benefits	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	4.	 	Participation	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.01	 	Elective Participation	 	 	7	 
	 
	 	4.02	 	Non-Elective Participation	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	5.	 	Vesting of Elective Deferred Compensation	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	6.	 	Accounts and Valuations	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.01	 	Deferred Compensation Accounts	 	 	10	 
	 
	 	6.02	 	Deferred Compensation Account Investment Options	 	 	10	 
	 
	 	6.03	 	Crediting and Adjustment of Accounts	 	 	11	 
	 
	 	6.04	 	Excess 401(k) Matching Credit	 	 	11	 
	 
	 	6.05	 	Nature of Account Entries	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	7.	 	Benefits	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.01	 	Normal Benefit	 	 	13	 
	 
	 	7.02	 	Hardship Benefit	 	 	15	 
	 
	 	7.03	 	Taxes; Withholding	 	 	15	 
	 
	 	7.04	 	Form of Payment	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	8.	 	Beneficiary Designation	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	9.	 	Amendment and Termination of Plan	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.01	 	Amendment	 	 	16	 
	 
	 	9.02	 	Termination of Plan	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	10.	 	Miscellaneous	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.01	 	Unsecured General Creditor	 	 	17	 
	 
	 	10.02	 	Grantor Trust	 	 	17	 
	 
	 	10.03	 	Successors and Mergers, Consolidations or Change in Control	 	 	18	 
	 
	 	10.04	 	Non-Assignability	 	 	18	 
	 
	 	10.05	 	Employment or Future Eligibility to Participate Not Guaranteed	 	 	18	 
	 
	 	10.06	 	Protective Provisions	 	 	18	 










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	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.07	 	Indemnification	 	 	19	 
	 
	 	10.08	 	Receipt and Release	 	 	19	 
	 
	 	10.09	 	Gender, Singular and Plural	 	 	19	 
	 
	 	10.10	 	Captions	 	 	19	 
	 
	 	10.11	 	Applicable Law	 	 	19	 
	 
	 	10.12	 	Validity	 	 	20	 
	 
	 	10.13	 	Notice	 	 	20	 







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Enzon Pharmaceuticals, Inc.




Executive Deferred Compensation Plan




(2008 Restatement)









	1.	 	Statement of History and Purpose
	 
	 	 	Effective November 1, 2003, Enzon Pharmaceuticals, Inc. established this deferred
compensation plan for its key employees which, in its most recently amended form, is
maintained under a document entitled “ENZON PHARMACEUTICALS, INC. Executive Deferred
Compensation Plan (December 2003)” (the “Prior Plan Statement”). Effective January 1, 2005,
this Plan was amended and restated to comply with the deferred compensation provisions in
the American Jobs Creation Act of 2004. The provisions in this Plan apply to both: (i)
deferrals made which relate entirely to services performed on or before December 31, 2004
(i.e. with respect to compensation that was earned and vested as of 12/31/04) and (ii)
deferrals which relate all or in part to services performed on or after January 1, 2005. No
deferrals shall continue to be invested and distributed pursuant to the terms of the Prior
Plan Statement. Effective January 1, 2008, this Plan is amended and restated to make
certain clarifications and ministerial changes.
	 
	 	 	The purpose of the Enzon Pharmaceuticals, Inc. Executive Deferred Compensation Plan (the
“Plan”) is to aid Enzon Pharmaceuticals, Inc. (the “Company”) and its subsidiaries in
attracting and retaining key employees by providing a non-qualified compensation deferral
vehicle.










	2.	 	Definitions






	 	2.01	 	Annual Incentive Compensation — “Annual Incentive Compensation” means the
amount paid annually to the Participant under the Enzon Pharmaceuticals Management
Incentive Plan before reductions for deferrals under this Plan or the Enzon Inc.
Savings and Investment Plan.
	 
	 	2.02	 	Base Salary — “Base Salary” means the Participant’s annual basic rate of pay
from the Company excluding Annual Incentive Compensation and other non-regular forms of
compensation before reductions for deferrals under this Plan or the Enzon
Pharmaceuticals, Inc. Savings and Investment Plan.
	 
	 	2.03	 	Beneficiary — “Beneficiary” means the person or persons designated as such in
accordance with Section 8.




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	 	2.04	 	Board of Directors — “Board of Directors” means the Board of Directors of the
Company.
	 
	 	2.05	 	Committee — “Committee” means the Vice President, Human Resources, Chief
Financial Officer and Chief Executive Officer.
	 
	 	2.06	 	Change in Control — “Change in Control” means a “change in ownership or
effective control” of the Company as defined in Section 409A(a)(2) of the Internal
Revenue Code and Treasury regulations or other guidance issued thereunder.
	 
	 	2.07	 	Deferral Amount — “Deferral Amount” means the total amount of Elective
Deferred Compensation and/or Non-Elective Deferred Compensation actually deferred by
the Participant.
	 
	 	2.08	 	Deferred Compensation Account — “Deferred Compensation Account” means the
account maintained on the books of account of the Company for a Participant pursuant to
Section 6.
	 
	 	2.09	 	Disability — “Disability” means the Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company.
	 
	 	2.10	 	Distribution Date — “Distribution Date” means the date on which the Company
makes distributions from the Participant’s Deferred Compensation Account(s).
	 
	 	2.11	 	Election Form — “Election Form” means the form or forms attached to this Plan
and filed with the Company by the Participant in order to participate in the Plan. The
terms and conditions specified in the Election Form(s) are incorporated by reference
herein and form a part of the Plan.




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	 	Deferred Compensation Plan For Executives







	 	2.12	 	Elective Deferred Compensation — “Elective Deferred Compensation” means the
total amount elected to be deferred by an Eligible Employee on his/her Election Form.
	 
	 	2.13	 	Eligible Employee — “Eligible Employee” means any employee of the Company
approved to participate by the Committee. It is the intention of the Company that all
Participants satisfy the term “a select group of management or highly compensated
employees” as provided in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of
ERISA.
	 
	 	2.14	 	Insolvency — “Insolvency” means (i) Enzon Pharmaceuticals, Inc. is unable to
pay its debts as they become due, or (ii) Enzon Pharmaceuticals, Inc. is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.
	 
	 	2.15	 	Non-Elective Deferred Compensation — “Non-Elective Deferred Compensation”
means the amount awarded to a Participant by the Company pursuant to Section 4.02.
	 
	 	2.16	 	Participant — “Participant” means an Eligible Employee who is invited or
selected to participate in the Plan by the Committee and who is participating in
accordance with the provisions of Section 4.
	 
	 	2.17	 	Plan Year — “Plan Year” means the twelve month period beginning on January 1
and ending on December 31.
	 
	 	2.18	 	Separation from Service — “Separation from Service” means that a Participant
has died, retired or otherwise has incurred a “termination of employment.” A
Participant will not incur a Separation from Service while he is on military leave,
sick leave, or other bona fide leave of absence if the period of such leave does not
exceed six months, or if longer, so long as the individual retains a right to
reemployment under an applicable statute or contract. A leave of absence constitutes a
bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services. Notwithstanding the foregoing, where a
leave of absence is due to any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous
period of not less than six months, where such impairment causes the Participant to be
unable to perform the duties of his




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	 	 	 	position of employment or any substantially similar position of employment, a 29
month period of absence is substituted for such six month period.
	 
	 	 	 	“Termination of employment” means that it is reasonably anticipated based on the
facts and circumstances that an employee will perform no further services after a
certain date or that the level of bona fide services he would perform after such date
(whether as an employee or an independent contractor) would permanently decrease to
no more than 20 percent of the average level of bona fide services performed (whether
as an employee or an independent contractor) over the immediately preceding 36 month
period (or the full period of services if the Participant has been providing services
for less than 36 months). A Participant is presumed to have incurred a Separation
from Service when the level of bona fide services performed decreases to a level
equal to 20 percent or less of the average level of services performed by him during
the immediately preceding 36 month period.
	 
	 	2.19	 	Substantially Equal Installments — “Substantially Equal Installments” means a
series of annual payments, such that equal payments over the remaining payment period
would exactly amortize the Participant’s Deferred Compensation Account balance as of
the Distribution Date if the investment return remained constant at the return credited
as of the Valuation Date immediately preceding the Distribution Date for the remainder
of the payment period.
	 
	 	2.20	 	Unforeseeable Emergency — “Unforeseeable Emergency” means a severe financial
hardship to the Participant resulting from an illness or accident of the Participant,
the Participant’s spouse, or a dependent (as defined in section 152(a) of the Internal
Revenue Code without regard to section 152(b)(1), (b)(2) and (d)(1)(B) of the Internal
Revenue Code) of the Participant, loss of the Participant’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise covered
by insurance), or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant.
	 
	 	2.21	 	Valuation Date — “Valuation Date” means the date on which the value of a
Participant’s Deferred Compensation Account is determined. Unless and until changed by
the Committee, the Valuation Dates within each Plan Year shall be




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	 	Deferred Compensation Plan For Executives








	 	 	 	any date that the New York Stock Exchange is open and conducting business, and such
other dates as may be specified by the Committee.
	 
	 	2.22	 	Years of Service — “Years of Service” means the cumulative years of continuous
full-time employment with the Company beginning on the date the Participant first began
service and each anniversary thereof.










	3.	 	Administration of the Plan










	 	3.01	 	Plan Administration. The Plan shall be administered by the Committee. The
Committee may assign duties to an officer or other employees of the Company, and may
delegate such duties as it sees fit. An employee of the Company or Committee member
who is also a Participant in the Plan shall not be involved in the decisions of the
Company or Committee regarding any determination of any specific claim for benefit
with respect to himself or herself. The Committee shall be responsible for the
management, operation and administration of the Plan. In addition to any powers,
rights and duties set forth elsewhere in the Plan, it shall have complete discretion
to exercise the following powers and duties:






	 	(a)	 	adopt such rules and regulations consistent with the provisions
of the Plan as it deems necessary for the proper and efficient administration of
the Plan;
	 
	 	(b)	 	administer the Plan in accordance with its terms and any rules
and regulations it establishes, and be responsible for the preparation, filing,
and disclosure on behalf of the Plan of such documents and reports as are
required by any applicable federal or state law;
	 
	 	(c)	 	maintain records concerning the Plan sufficient to prepare
reports, returns, and other information required by the Plan or by law;
	 
	 	(d)	 	construe and interpret the Plan, and to resolve all questions
arising under the Plan;
	 
	 	(e)	 	authorize benefits under the Plan, and to give such other
directions and instructions as may be necessary for the proper administration of
the Plan; and




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	 	Deferred Compensation Plan For Executives








	 	(f)	 	employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be Participants in the Plan or be employed by or
represent the Company, as it deems necessary for the effective exercise of its
duties, and may delegate to such persons any power and duties, both ministerial
and discretionary, as it may deem necessary and appropriate, and the Committee
shall be responsible for the prudent monitoring of their performance.










	 	3.02	 	Delegation of Duties. The Committee may delegate any or all of its duties as
to the administration of this Plan to other individuals or groups of individuals within
the Company, as it deems appropriate.










	 	3.03.	 	Claim for Benefits. Any claim for benefits under the Plan shall be made in
writing to the Committee. If such claim for benefits is wholly or partially denied by
the Committee, the Committee shall, within a reasonable period of time, but not later
than sixty (60) days after receipt of the claim, notify the claimant of the denial of
the claim. Such notice of denial shall be in writing and shall contain:






	 	(a)	 	The specific reason or reasons for the denial of the claim;
	 
	 	(b)	 	A reference to the relevant Plan provisions upon which the denial
is based;
	 
	 	(c)	 	A description of any additional material or information necessary
for the claimant to perfect the claim, together with an explanation of why such
material or information is necessary; and
	 
	 	(d)	 	A reference to the Plan’s claim review procedure.






Upon the receipt by the claimant of written notice of the denial of a claim, the
claimant may within sixty (60) days file a written request to the Committee,
requesting a review of the denial of the claim, which review shall include a hearing
if deemed necessary by the Committee. In connection with the claimant’s appeal of
the denial of his or her claim, he or she may review relevant documents and may
submit issues and comments in writing. To provide for fair review and a full record,
the claimant must submit in writing all facts, reasons and arguments in support of
his or her position within the time



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allowed for filing a written request for review. All issues and matters not raised
for review will be deemed waived by the claimant.








	 	3.04	 	Review of a Denial of a Claim for Benefits. The Committee shall render a
decision on the claim review promptly, but no more than sixty (60) days after the
receipt of the claimant’s request for review, unless special circumstances (such as the
need to hold a hearing) require an extension of time, in which case the sixty (60) day
period shall be extended to one hundred twenty (120) days. Such decision shall:






	 	(a)	 	Include specific reasons for the decision;
	 
	 	(b)	 	Be written in a manner calculated to be understood by the
claimant; and
	 
	 	(c)	 	Contain specific references to the relevant Plan provisions upon
which the decision is based.






The decision of the Committee shall be final and binding in all respects on the
Company, the claimant and any other person claiming an interest in the Plan through
or on behalf of the claimant. No litigation may be commenced by or on behalf of a
claimant with respect to this Plan until after and unless the claim and review
process described in Sections 3.03 and 3.04 has been exhausted. Judicial review of
Committee action shall be limited to whether the Committee acted in an arbitrary and
capricious manner.








	4.	 	Participation










	 	4.01	 	Elective Participation.






	 	(a)	 	Any Eligible Employee may elect to participate in the Plan for a
given Plan Year by filing a completed Election Form for the Plan Year with the
Company. Except as otherwise provided herein, an Election Form to defer
compensation for a Plan Year must be completed before the end of the immediately
preceding Plan Year.






     (i) In the case of the first Plan Year in which an Eligible Employee
becomes eligible to participate in the Plan, no later than thirty (30) days
after the employee is invited or selected for participation, such employee
shall as a condition of participation complete such forms and



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make such elections as the Committee may require for the effective
administration of this Plan. The Election Form may only be made with respect
to compensation earned for services performed subsequent to the deferral
election. A deferral election with respect to Annual Incentive Compensation
that is made under this subparagraph (i) by a Participant who commences
participation in the Plan shall exclude the amount of any Annual Incentive
Compensation paid for services performed prior to the date the Election Form
is submitted to the Committee and as such, shall be prorated in the manner
described in Treasury Regulation Section 1.409A-2(a)(7) or any subsequent
applicable guidance.




     (ii) With respect to Annual Incentive Compensation earned for services
performed over a Plan Year (or any other period of at least twelve (12)
months), any Election Form may provide for Annual Incentive Compensation
deferrals if such election is made no later than six (6) months prior to the
end of the service period over which the Annual Incentive Compensation is
earned. A deferral election with respect to such Annual Incentive
Compensation shall only be effective if the Participant has performed services
for the Company continuously from the date upon which the Annual Incentive
Compensation criteria are established through the date upon which the
Participant makes the deferral election and if the Election Form is filed
before the amount of such Annual Incentive Compensation is readily
ascertainable. Notwithstanding the previous sentence, if a portion of such
Annual Incentive Compensation is readily ascertainable when the Participant
files the Election Form, such election shall only apply to the portion of the
Annual Incentive Compensation that is not yet ascertainable.




	 	(b)	 	An Election Form shall contain an election to defer a portion of
the Participant’s Base Salary and/or Annual Incentive Compensation in accordance
with the following limitations. The maximum deferral shall be one hundred
percent (100%) of the Participant’s Base Salary (as defined in Section 2.03) and
one hundred percent (100%) of Participant’s Annual Incentive Compensation (as
defined in Section 2.01). Provided, however, that no election will be effective
to reduce amounts paid by the Company to an Eligible Employee to an amount
which is less than the sum of the amount the Company is required to withhold
for purposes of 




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	 	 	 	federal, state, and local income taxes, including FICA tax
withholding and the amount the Company is required to withhold for
contributions to any employee benefit plan (other than this Plan). A deferral
election, once accepted by the Committee, shall be irrevocable for the Plan
Year (or the service period, in the case of an Annual Incentive Compensation
deferral) with respect to which it is made; provided, however, that if a
Disability or Unforeseeable Emergency occurs during the period elected in the
Election Form, the Participant’s election shall be suspended, and further
deferrals shall not be required.
	 
	 	(c)	 	The Election Form shall also contain an election for the time and
manner of payment of the employee’s deferral for such Plan Year (in the case of
a Base Salary deferral) or the service period (in the case of an Annual
Incentive Compensation deferral). The time for payment elected shall be a
specified date which complies with the limitations under Section 7.01(a). A
Participant may elect to allocate his or her deferral election in percentage
increments (as determined by the Committee) to be paid at separate specified
dates or in different manners, subject to the limitations under Section 7.01(a).
In the absence of an election specifying the time and manner of payment,
payment shall be made automatically in a lump sum upon the earliest of the
events specified in Sections 7.01(b) through 7.01(d).
	 
	 	(d)	 	A Participant may change the method of distribution to any other
method permitted under Section 7.01(a) by submitting an election to the
Committee, subject to the following limitations:






     (i) Such election must be submitted to and accepted by the Committee at
least twelve (12) months prior to the date a distribution to the Participant
would otherwise have been made or commenced;




     (ii) The first distribution is delayed at least five (5) years from such
date;




     (iii) The election shall have no effect until at least twelve (12) months
after the date on which the election is made; and



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     (iv) The election shall not reduce the number of installment payments.








	 	4.02	 	Non-Elective Participation. The Committee can, in its sole discretion, award to
a Participant Non-Elective Deferred Compensation. Any such credit of Non-Elective
Deferred Compensation shall vest in accordance with such schedule as determined by
the Committee at such time the credit is made, and shall be distributed in a manner
consistent with the election last made by the particular Participant prior to the
Plan Year in which the credit is made. The Committee’s decision to make a credit in
any year shall not require the Committee to approve similar awards at all to any
Eligible Person, Participant or other person at any future date. The Company and the
Committee shall not have any obligation for uniformity of treatment of any person,
including but not limited to, Eligible Persons or Participants and their legal
representatives and beneficiaries and employees of the Company.









5. Vesting of Elective Deferred Compensation





A Participant’s Elective Deferred Compensation credited to his/her Deferred Compensation
Account shall vest immediately.








	6.	 	Accounts and Valuations










	 	6.01	 	Deferred Compensation Accounts. The Committee shall establish and maintain a
separate Deferred Compensation Account for each Participant for each Plan Year.
Deferred amounts will be credited to a Participant’s account within fourteen (14)
days of the time at which the amount would otherwise have been paid. Any
Non-Elective Deferred Compensation awarded to a Participant shall be credited to the
Participant’s Deferred Compensation Account on such date as specified by the
Committee.










	 	6.02	 	Deferred Compensation Account Investment Options. The Committee shall designate
from time to time one or more investment options in which Deferred Compensation
Accounts may be deemed invested. A Participant shall allocate his or her Deferred
Compensation Account among the deemed investment
options by filing with the Committee an Investment Allocation Election Form or by
making an election through such other procedures prescribed by the Committee
(including telephonic or electronic procedures). A Participant may 




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	 	 	 	elect to allocate
his or her Deferred Compensation Account in percentage increments (as determined by
the Committee) among as many of the investment options which are offered by the
Company. Any such investment allocation election shall be subject to such rules as
the Committee may prescribe, including, without limitation, rules concerning the
manner of making investment allocation elections and the frequency and timing of
changing such investment allocation elections.

	 
	 	 	 	The Committee shall have the sole discretion to determine the number of deemed
investment options to be designated hereunder and the nature of the options and may
change or eliminate the investment options from time to time. For each deemed
investment option the Committee shall, in its sole discretion, select a mutual
fund(s), an investment index, or shall create a phantom portfolio of such investments
as it deems appropriate, to constitute the investment option. The Committee shall
adopt rules specifying the deemed investment options, the circumstances under which a
particular option may be elected (or shall be automatically utilized), the minimum or
maximum percentages which may be allocated to the investment option, the procedures
for making or changing elections, the extent (if any) to which beneficiaries of
deceased Participants may make investment elections and the effect of a Participant’s
or beneficiary’s failure to make an effective investment election with respect to all
or any portion of a Deferred Compensation Account. The Committee shall determine the
amount and rate of investment gains or losses with respect to any deemed investment
option for any period, and may take into account any deemed expenses which would be
incurred if actual investments were made.










	 	6.03	 	Crediting and Adjustment of Accounts. As of each Valuation Date, the value of the
Participant’s Deferred Compensation Account shall consist of the balance as of the immediately
preceding Valuation Date, plus the amount of any Elective and Non-Elective Deferred
Compensation credited since the preceding Valuation Date, minus the amount of all
distributions, if any, made from such Deferred Compensation Account since the preceding
Valuation
Date. The Participant’s Deferred Compensation Account shall be adjusted for income,
gains or losses as of each Valuation Date.










	 	6.04	 	Excess 401(k) Matching Credit. A Participant’s Deferred Compensation Account
will be credited with an Excess 401(k) Matching Credit as follows:





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	 	(a)	 	Matchable Annual Deferral. The Matchable Annual Deferral shall
be that portion of a Participant’s Deferral Amount for each Plan Year which is
less than or equal to: (i) six percent (6%) of the total Base Salary plus Annual
Incentive Compensation for a Plan Year minus (ii) the amount of Elective
Contribution to the Enzon Pharmaceuticals, Inc. 401(k) Savings and Investment
Plan made by the Participant for which the Participant received an Employer
Matching Contribution under the Enzon Pharmaceuticals, Inc. 401(k) Savings and
Investment Plan for the same Plan Year. However, if the Participant does not
make the maximum deferral under the the Enzon Pharmaceuticals, Inc. 401(k)
Savings and Investment Plan that is eligible for a matching contribution under
such Plan for any Plan Year (generally at least 6% of eligible compensation),
the Matchable Annual Deferral for such Plan Year shall be zero.
	 
	 	(b)	 	Excess 401(k) Matching Credit. The Excess 401(k) Matching Credit
shall be 50% of the value of the Matchable Annual Deferral for the Plan Year;
provided, however, that in no event shall the Excess 401(k) Matching Credit
exceed 3% of the sum of Base Salary and Annual Incentive Compensation for a Plan
Year. Such amount shall be credited no later than as nearly as administratively
practicable following the end of the Plan Year to which they relate.
	 
	 	(c)	 	Vesting. The Participant’s right to receive the Excess 401(k)
Matching Credits credited to the Participant’s Deferred Compensation Account
shall vest in accordance with the following schedule:





	 	 	 
	Completed Years of Service	 	Vested Percentage
	0-1
	 	0%
	1-2
	 	20%
	2-3
	 	40%
	3-4
	 	60%
	4-5
	 	80%
	5+
	 	100%







Notwithstanding the foregoing, a Participant’s Excess 401(k) Matching Credits
shall become fully (100%) vested upon the Participant’s death,



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Disability,
Separation from Service at or after age 55 or upon the occurrence of a Change
in Control or Insolvency of the Company.








	 	6.05	 	Nature of Account Entries. Notwithstanding any provision of this Plan to the
contrary, the establishment and maintenance of Participants’ Deferred Compensation
Accounts and the crediting of gains and losses pursuant to this Section 6 shall be
merely bookkeeping entries and (notwithstanding the establishment of any grantor trust
pursuant to Section 10.02) shall not be construed as giving any person any interest in
any specific assets of the Company or of any subsidiary of the Company or any trust
created by the Company, including any investments owned by the Company or any such
subsidiary or trust. The hypothetical investment of the Participant’s Deferred
Compensation Accounts shall be for bookkeeping purposes only, and shall not require the
establishment of actual corresponding funds or investments by the Committee or the
Company. Benefits accrued under this Plan shall constitute an unsecured general
obligation of the Company.










	7.	 	Benefits










	 	7.01	 	Normal Benefit






	 	(a)	 	Specified Time and Form. A Participant may elect pursuant to
Section 4.01 to receive or commence distribution as of a specified date which
shall be subject to the following requirements:






     (i) such specified date shall be: (1) a date certain as of the time of
election (e.g., January 1, 2010), or (2) the date of the Participant’s
Separation from Service; and




     (ii) such specified date shall actually occur on or prior to the
Participant’s Separation from Service, Disability, death or a Change in
Control.




A Participant’s Deferred Compensation Account (or the portion thereof to which
the election applies) shall be paid to the Participant in accordance with the
terms of the Participant’s Election Form. Distribution of the Participant’s
Deferred Compensation Account shall be determined as of the Valuation Date
coincident with or next following such specified date



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	 	Deferred Compensation Plan For Executives









and shall be paid to the
Participant in a lump sum or in annual Substantially Equal Installments,
subject to a maximum of ten (10) annual installments, as specified in the
Participant’s Election Form.




	 	(b)	 	Separation from Service or Disability. Notwithstanding the
provisions of Section 7.01(a), if a Participant incurs a Disability or
Separation from Service before the specified date for which payment of a
deferral is to be made or commenced, the value of such deferral (as adjusted for
earnings, gains or losses) shall be determined as of the Valuation Date
coincident with or next following such Separation from Service and shall be paid
to the Participant in a lump sum or in Substantially Equal Installments in
accordance with the manner elected by the Participant under Section 7.01(a). In
the event a distribution is made pursuant to this Section 7.01(b), the
Participant shall immediately cease to be eligible for any other benefit
provided under this Plan. Notwithstanding the foregoing, where payment under
this Section 7.01(b) is made to any “key employee” (as defined under Section
409A of the Internal Revenue Code) on account of Separation from Service, such
payment shall commence no earlier than six (6) months following a Separation
from Service (or upon the death of the employee, if earlier) if required to
comply with Section 409A of the Internal Revenue Code.
	 
	 	(c)	 	Death. In the event of a Participant’s death before a complete
distribution of his or her account, the Participant’s designated Beneficiary
will receive an amount equal to the Participant’s Deferred Compensation Account,
and such amount shall be paid in a single sum or annual installments (not to
exceed 10) in accordance with the Participant’s election.
	 
	 	(d)	 	Change in Control. Notwithstanding any of the foregoing
provisions in this Section 7.01, upon a Change in Control before distribution of
the Participant’s entire Deferred Compensation Account has been made,
distribution of the Participant’s entire Deferred Compensation Account balance
determined as of the Valuation Date coincident with or next following such
Change in Control shall be paid to the Participant in a lump sum.





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	 	Deferred Compensation Plan For Executives







	 	(e)	 	Small Accounts. Notwithstanding any payment method elected by a
Participant or Beneficiary, the Company will pay in a lump sum, any Deferred
Compensation Account balance which is $10,000 or less.
	 
	 	(f)	 	Time of Distribution. Actual distribution shall occur as soon as
is practicable (but no later than thirty (30) days) following the applicable
Valuation Date for which such the value of the Participant’s Deferred
Compensation Account is determined.










	 	7.02	 	Hardship Benefit. In the event that the Committee, upon written petition of
the Participant, determines in its sole discretion, that the Participant has suffered
an Unforeseeable Emergency, the Company may pay to the Participant, as soon as is
practicable following such determination, an amount necessary to meet the emergency,
not in excess of the Deferred Compensation Account credited to the Participant. The
Deferred Compensation Account of the Participant thereafter shall be reduced to reflect
the payment of a Hardship Benefit.










	 	7.03	 	Taxes; Withholding. To the extent required by law, the Company shall withhold
from payments made hereunder an amount equal to at least the minimum taxes required
to be withheld by the federal, or any state or local, government.












	 	7.04	 	Form of Payment. While it is generally contemplated that Benefits shall be paid
pursuant to this Section 7 in cash, the Company may, in its sole discretion and in
such manner as the Company deems appropriate, regardless of whether or not requested
by the Participant, pay such benefit in kind in accordance with the bookkeeping
entries recorded pursuant to Section 6.05.






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	8.	 	Beneficiary Designation
	 
	 	 	At any time prior to complete distribution of the benefits due to a Participant under the
Plan, he/she shall have the right to designate, change, and/or cancel, any person(s) or
entity as his/her Beneficiary (either primary or contingent) to whom payment under this Plan
shall be made in the event of his/her death. Each beneficiary designation shall become
effective only when filed in writing with the Company during the Participant’s lifetime on a
form provided by the Company. The filing of a new beneficiary designation form will cancel
all previously filed beneficiary designations. Further, any finalized divorce of a
Participant subsequent to the date of filing of a beneficiary designation form in favor of
Participant’s spouse shall revoke such designation. Additionally, the spouse of a
Participant domiciled in a community property jurisdiction shall join in any designation of
Beneficiary other than the spouse.
	 
	 	 	If a Participant fails to designate a Beneficiary as provided above, or if his/her
beneficiary designation is revoked by divorce or otherwise without execution of a new
designation, or if all designated Beneficiaries predecease the Participant, then the
distribution of such benefits shall be made to the Participant’s estate. If a Beneficiary
survives the Participant but dies before receiving a complete distribution of benefits, any
remaining amount shall be paid to the estate of such Beneficiary in a lump-sum.










	9.	 	Amendment and Termination of Plan










	 	9.01	 	Amendment. The Committee may amend the Plan at any time in whole or in part,
provided, however, that, except as provided in Section 9.02 and Section 6.02, no
amendment shall, absent consent of the Participant, be effective to decrease the
benefits under the Plan payable to any Participant or Beneficiary with respect to any
Elective or Non-Elective Deferred Compensation deferred prior to the date of the
amendment. Written notice of any amendments (other than amendments that are
administrative in nature) shall be given to each Participant in the Plan.










	 	9.02	 	Termination of Plan






	 	(a)	 	Company’s Right to Terminate. The Committee may terminate the
Plan at any time.
	 
	 	(b)	 	Payments Upon Termination. Upon any termination of the Plan
under this section, Compensation shall cease to be deferred prospectively, and,




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	 	 	 	with respect to Compensation deferred previously, the Company will pay to the
Participant (or the Participant’s Beneficiary, if after the Participant’s
death), in a lump-sum, the value of his/her vested Deferred Compensation
Account. Notwithstanding the foregoing, such payments shall be made upon Plan
termination only to the extent permissible under Section 409A of the Internal
Revenue Code and related Treasury regulations and guidance. Payment shall be
made in cash, or in the Company’s sole discretion in the manner the Company
deems appropriate, payment may be made in kind in accordance with the
bookkeeping entries recorded pursuant to Section 6.05.










	10.	 	Miscellaneous










	 	10.01	 	Unsecured General Creditor. Participants and their beneficiaries, heirs,
successors and assignees shall have no legal or equitable rights, interests, or other
claims in any property or assets of the Company, nor shall they be beneficiaries of,
or have any rights, claims, or interests in any life insurance policies, annuity
contracts, or the policies therefrom owned or that may be acquired by the Company
(“policies”). Such policies or other assets of the Company shall not be held in any
way as collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company’s assets and policies shall be and will remain
general, unpledged, unrestricted assets of the Company. The Company’s obligation
under the Plan shall be that of an unfunded and unsecured promise of the Company to
pay money in the future.










	 	10.02	 	Grantor Trust. Although the Company is responsible for the payment of all
benefits under the Plan, the Company, in its sole discretion, may contribute funds as
it deems appropriate to a grantor trust for the purpose of paying benefits under this
Plan. Such trust may be irrevocable, but assets of the trust shall be subject to the
claims of creditors of the Company. To the extent any benefits provided under the
Plan actually are paid from the trust, the Company shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, the Company. Participants shall have the status
of unsecured creditors on any
legal claim for benefits under the Plan, and shall have no security interest in or
any other preferential right to any assets held by such grantor trust. In the 




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	 	 	 	event
of the Company’s insolvency or bankruptcy, the trust assets are treated like other
corporate assets of the Company and are subject to the claims of the Company’s
creditors. A Participant’s claim for deferred compensation will be treated like any
other claim by the Company’s unsecured creditors, with no special preference for
Participants.










	 	10.03	 	Successors and Mergers, Consolidations or Change in Control. The terms and
conditions of this Plan shall inure to the benefit of the Participants and shall bind
the Company, its successors, assignees, and personal representatives. If
substantially all of the stock or assets of the Company are acquired by another
entity, or if the Company is merged into, or consolidated with, another entity, then
the obligations created hereunder shall be obligations of the acquirer or successor
entity.










	 	10.04	 	Non-Assignability. Neither a Participant, nor any other person, shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate, or convey in advance of the actual receipt, any
amounts payable hereunder, or any part thereof. All rights to payments expressly are
declared to be unassignable and nontransferable. No part of the amounts payable,
prior to actual payment, shall be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant, or
any other person, nor shall they be transferable by operation of law in the event of
a Participant’s, or any other person’s, bankruptcy or insolvency.










	 	10.05	 	Employment or Future Eligibility to Participate Not Guaranteed. Nothing
contained in this Plan, nor any action taken hereunder, shall be construed as a
contract of employment, or as giving any Eligible Employee any right to be retained
in the employ of the Company. Designation as an Eligible Employee may be revoked at
any time by the Committee with respect to any Compensation not yet deferred.










	 	10.06	 	Protective Provisions. A Participant will cooperate with the Company by
furnishing any and all information reasonably requested by the Company in order to
facilitate the payment of benefits hereunder, including, but not limited
to, taking such physical examinations as the Company reasonably may deem necessary
(if the Company purchases life insurance to informally fund the Plan) 




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	 	 	 	and taking such
other relevant action as may be reasonably requested by the Company. If a
Participant refuses to cooperate, the Company shall have no further obligation to the
Participant under the Plan, except for the distribution to Participant of his or her
Deferral Amount.










	 	10.07	 	Indemnification. No employee of the Company or member of the Committee shall
be liable to any person for any action taken or omitted in connection with the
administration of this Plan unless attributable to his or her own fraud or willful
misconduct, and the Company agrees to indemnify and to defend to the fullest extent
permitted by law any officers or employees who serve on the Committee administering
the Plan. This indemnification shall not duplicate, but may supplement any coverage
available under any applicable insurance coverage.










	 	10.08	 	Receipt and Release. Any payment to any Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against Enzon Pharmaceuticals, Inc., the Plan
Administrator and the Trustee under the Plan, and the Plan Administrator may require
such Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or Beneficiary is
determined by the Committee to be incompetent by reason of physical or mental
disability (including minority) to give a valid receipt and release, the Company may
cause the payment or payments becoming due to such person to be made to another
person for his or her benefit without responsibility on the part of the Company to
follow the application of such funds.










	 	10.09	 	Gender, Singular and Plural. All pronouns, and any variations thereof, shall
be deemed to refer to the masculine, feminine, or neuter, as the identity of the
person(s) or entity(s) may require. As the context may require, the singular may be
read as the plural and the plural as the singular.










	 	10.10	 	Captions. The captions to the articles, sections, and paragraphs of this Plan
are for convenience only and shall not control or affect the meaning or construction
of any of its provisions.










	 	10.11	 	Applicable Law. This Plan shall be governed and construed in accordance with
the laws of the State of New Jersey.





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	 	10.12	 	Validity. In the event any provision of this Plan is found to be invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan.










	 	10.13	 	Notice. Any notice or filing required or permitted to be given to the Company
or the Committee shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the principal office of the Company at 685 Route
202/206, Bridgewater, NJ 08807, directed to the attention of the Vice President,
Human Resources. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Any notice to the Participant shall be addressed to
the Participant at the Participant’s residence address as maintained in the Company’s
records. Any party may change the address for such party here set forth by giving
notice of such change to the other parties pursuant to this Section.




To evidence the adoption of this Executive Deferred Compensation Plan (2008 Restatement), this
document has been executed by an authorized person on the date written below.




	 	 	 	 	 
	Date:  November 1,
2007	ENZON PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/  Jeffrey H.
Buchalter	 
	 	 	Title:  
  	Jeffrey H.
Buchalter
President and Chief Executive Officer
	 	 	 	 
	 



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