Exhibit 10.1**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     **AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**(this “Agreement”)dated as of April 27, 2007,between Enzon Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with offices inBridgewater, New Jersey, and Jeffrey H. Buchalter (the “Executive”), a resident of Warren, NewJersey.     **WHEREAS**, the Company and the Executive are parties to that certain Employment Agreement, datedas of December 22, 2004 (the “Employment Agreement”).     **WHEREAS**, the Company and the Executive desire to amend and restate the Employment Agreement asset forth in this Amended and Restated Employment Agreement.     **WHEREAS**, the Company wishes to employ the Executive to render services for the Company on theterms and conditions set forth in this Agreement, and the Executive wishes to be retained andemployed by the Company on such terms and conditions;     **NOW, THEREFORE**, in consideration of the premises, the mutual agreements set forth below andother good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties agree as follows:     1. Employment. The Company hereby employs the Executive, and the Executive acceptssuch employment and agrees to perform services for the Company, for the period and upon the otherterms and conditions set forth in this Agreement.     2. Term. The term of the Executive’s employment hereunder commenced on December 22,2004 (the “Commencement Date”), and unless terminated at an earlier date in accordance with Section9 hereof, shall extend through such date, not earlier than December 31, 2009, which is twelve (12)months following the date on which either party hereto receives written notice (a “notice ofnon-renewal”) from the other party that such other party does not wish for the term hereof tocontinue beyond such twelve (12) month period (the “Term”). Subject to possible earliertermination in accordance with Section 9 hereof, unless and until a notice of non-renewal is givenby a party, the Term shall always have at least twelve (12) months remaining, and all of theprovisions of this Agreement shall continue in full force and effect during such period.     3. Position and Duties.     (a) Service with Company. During the term of the Executive’s employment, theExecutive shall serve in the positions of President and Chief Executive Officer of the Company andthe chairman of the Company’s Board of Directors (the “Board”) (the “Chairman of the Board”), andExecutive shall have the authority, duties and responsibilities associated with those positions,including, without limitation, the authority and duty generally to supervise and directthe business of the Company, subject to the control and direction of the Board and of any dulyauthorized Committee of the Board.
 

 
     (b) Performance of Duties.     (i) Subject to the provisions hereof, the Executive agrees to serve the Companyfaithfully and to the best of his ability and to devote his full time, attention and effortsto the business and affairs of the Company during his employment by the Company.     (ii) Executive has provided the Company with: 1) a draft of a Consulting Agreementbetween Executive and Genzyme Corporation (“Genzyme”) (such draft substantially in the formas previously sent to the Company being the “Consulting Agreement”); and 2) the EmploymentAgreement, dated as of January 1, 2002, agreed to by Executive and Executive’s formeremployer (the “Employee Agreement”) which, to the best of Executive’s knowledge, are theonly agreements which could arguably restrict or interfere with his employment activitiessubsequent to the termination of his employment with such former employer. Company agreesthat the execution by Executive of and the performance by Executive of his obligations underthe Consulting Agreement shall not constitute a breach of this Agreement, and Companyspecifically authorizes Executive to fulfill the terms of the Consulting Agreement.Further, in the event that Genzyme elects not to execute the Consulting Agreement or in theevent the Consulting Agreement is terminated (other than termination by or at the behest ofthe Executive or as a result of Executive’s refusal to perform the services required of himunder the Consulting Agreement, provided such refusal to perform is not related toExecutive’s employment pursuant to this Agreement) then the Company shall pay to Executivean amount which is equal to 50% of the payments which would have been payable to Executiveunder the Consulting Agreement and were not paid by Genzyme (such payments by the Companybeing referred to herein as “Consulting Agreement Payments”). Any Consulting AgreementPayments made by the Company to Executive shall be made at the same time (the “ConsultingAgreement Payment Date”) and subject to the same conditions as the corresponding paymentswhich would have been made to Executive under the Consulting Agreement. In no event shallthe Consulting Agreement Payments made by the Company exceed $750,000. The Company and theExecutive agree that any Consulting Agreement Payments required to be made by the Companypursuant to this 3(b)(ii) shall be in the form of shares of the Company’s common stock (the“Common Stock”) issued pursuant to the Company’s 2001 Incentive Stock Plan, as amended (the“Stock Plan”) and the number of shares of Common Stock to be issued to the Executive as aConsulting Agreement Payment shall be determined by dividing the amount of the ConsultingAgreement Payment by the last reported sale price of a share of Common Stock as reported bythe Nasdaq Stock Market on any such Consulting Agreement Payment Date or, if the NasdaqStock Market is not open on such Consulting Agreement Payment Date, on the day nextpreceding such Consulting Agreement Payment Date on which the Nasdaq Stock Market is open.Any tranche of shares of Common Stock issued to the Executive pursuant to this Section3(b)(ii) shall vest in three equal amounts on each of the first three anniversary dates ofthe Consulting Agreement Payment Date on which they were issued. Executive shall pay to theCompany anamount equal to the aggregate par value of any such Common Stock issued pursuant tothis Section 3(b)(ii) at the time of issuance. The grant of such Common Stock shall berepresented by, and subject to, the terms of a restricted stock agreement substantiallysimilar to the agreement annexed hereto as Exhibit B. If the number of shares of CommonStock available for issuance under
 

 
the Stock Plan on any Consulting Agreement Payment Dateis not sufficient to enable the Company to meet its obligations under this Paragraph, thenthe Company shall cover any deficiency in the required payment amount by making anadditional payment in the form of cash or, at the Company’s sole option, shares of CommonStock issued outside of the Stock Plan. Prior to the issuance of any Common Stock pursuantto this Section 3(b)(ii) to the Executive, the Company shall cause such issuance to beregistered under the Securities Act of 1933, as amended (the “1933 Act”), such thatExecutive will be able to sell such common stock without complying with the holding periodrequired under Rule 144 promulgated under the 1933 Act.     (iii) Executive agrees that he will not use on behalf, or for the benefit, of theCompany or disclose to the Company any confidential information of or concerning his formeremployer or, to the extent prohibited by the Consulting Agreement, Genzyme. It is theCompany’s intention that Executive not breach any confidentiality agreement he may have withhis former employer or Genzyme. Based on his knowledge of his former employer’s businessand confidential information and the information concerning the Company’s businessheretofore provided to Executive by the Company or publicly available, to the best ofExecutive’s knowledge, his entering into and performing this Agreement will not constitute abreach of the Employee Agreement or the Consulting Agreement as same may be executed byExecutive and Genzyme or any other obligation of the Executive. Executive will not renderor perform services for any other corporation, firm, entity or person which are inconsistentwith the provisions of this Agreement other than pursuant to the terms of the ConsultingAgreement.     (iv) While he remains employed by the Company, the Executive may participate inreasonable charitable activities and personal investment activities so long as suchactivities do not conflict or interfere with the performance of his obligations under thisAgreement. Subject to the prior approval of the Board, which will not be unreasonablywithheld, Executive may join and serve on the board of directors of other companies,provided that such other company is not a competitor of the Company and such service wouldnot interfere with Executive’s obligations to the Company hereunder or involve orpotentially involve a conflict of interest, as determined by the Board.     4. Compensation.     (a) Base Salary. The Company shall pay to the Executive, less applicable deductionsand withholdings, base salary (the “Base Salary”) at an annual rate of Seven Hundred Seventy FiveThousand Dollars ($775,000) per year, which Base Salary shall be paid in accordance with theCompany’s normal payroll procedures and policies for its senior management. The compensationpayable to Executive during each fiscal year of the Company shall be established by the Board orthe Compensation Committee thereof following an annual performance review,but in no event shall the annual rate of Base Salary for any successive year of the Term beless than the highest annual rate of Base Salary in effect during the previous year of the Term.
 

 
     (b) Annual Bonus. Commencing with the fiscal year ending June 30, 2005, Executiveshall be entitled to participate in the Company’s bonus plan for management and any successor bonusplan covering management (the “Bonus Plan”). Under the Bonus Plan, the Executive shall be eligibleto receive a performance-based cash bonus for each year of employment (commencing July 1, 2004) inan amount, and based on individual and/or corporate objectives, targets and factors (and evaluationas to the extent of achievement thereof), to be established and determined by the Board in itsdiscretion following consultation between the Board and Executive prior to, or within sixty (60)days after the commencement of, each fiscal year (the “Performance Criteria”). Under the BonusPlan for Executive, (i) the minimum cash bonus shall be zero (0), (ii) the target cash bonus shallequal 100% of the Base Salary (the “Target Bonus”), and (iii) the maximum cash bonus shall equal200% of Base Salary. Notwithstanding the foregoing, and subject to the provisions of Section 10hereof Executive shall be entitled to receive a guaranteed minimum cash bonus in the amount of FourHundred Twelve Thousand Five Hundred Dollars ($412,500) for the fiscal year ending June 30, 2005,which bonus shall be payable in July 2005 (the “2005 Bonus”). Within sixty (60) days after the endof each fiscal year, the Board, based upon its evaluation as to the extent of Executive’sachievement of the Performance Criteria, shall award Executive his performance-based cash bonus, ifany, hereinafter referred to as the “Earned Bonus.”     (c) Participation in Benefit Plans; Indemnification. While he is employed by theCompany, Executive shall also be eligible to participate in any incentive and employee benefitplans or programs which may be offered by the Company to the extent that Executive meets therequirements for each individual plan and in all other plans in which Company executivesparticipate. The Company provides no assurance as to the adoption or continuance of any particularemployee benefit plan or program, and Executive’s participation in any such plan or program shallbe subject to the provisions, rules and regulations applicable thereto. To the extent theCompany’s group life insurance plan available for Executive provides for a death benefit of lessthan $3 million and the Company’s long-term disability insurance policy provides for an annualdisability benefit to Executive of less than $500,000, the Company shall reimburse Executive for anaggregate of up to $15,000 per year to cover Executive’s cost of acquiring supplemental group termlife insurance and supplemental long-term disability insurance to provide benefits that cover theforegoing deficiencies in coverage under the Company’s policies. The Company shall indemnifyExecutive and hold him harmless from and against any claim, liability and expense (including,without limitation, reasonable attorney fees) made against or incurred by him in connection withhis employment by the Company or his membership on the Board, in a manner and to an extent that isnot less favorable to the Executive as the indemnification protection that is afforded by theCompany to any other senior officer or director and that is consistent with industry custom andstandards.     (d) Expenses. The Company will pay or reimburse Executive for all reasonable andnecessary out-of-pocket expenses incurred by him in the performance of his duties under thisAgreement, subject to the Company’s normal policies for expense verification. The Company shallalso reimburse Employee for the reasonable and necessary costs of relocating his household goodsfrom San Antonio and other reasonable and necessary moving and interim housingexpenses incurred in connection with the move of Employee and his family from San Antonio,Texas to the New Jersey area. Such reasonable and necessary moving and interim housing expensesshall include, but not be limited to (1) realtor commissions and customary closing costsinconnection with the sale of his home in Texas and interim loan closing costs and permanent loan
 

 
closing costs relating to the acquisition of his home in the New Jersey area, (2) interest paymentson the mortgage loan relating to his home in Texas until such time as his home in Texas shall havebeen sold and (3) extra or redundant costs (other than the principal payments on his mortgage loanrelating to his home in Texas) associated with, or incurred in connection with, the continuedownership of his home in Texas pending its sale. In addition, the Company shall provide anadditional payment to Executive such that after taking into account any taxes on such payment,Executive shall retain a sufficient amount equal to any income tax liability incurred by Executivein connection with the foregoing payments and reimbursements under this subparagraph (d)(i).     (i) The Company will also bear the cost of a corporate country club membership, atFiddler’s Elbow Country Club, for use by Executive during the Term. Subject to the accuracyof the representations by Executive in Section 3(b) hereof, the Company shall reimburseExecutive for all reasonable costs incurred by Executive in defending any action byExecutive’s prior employer or Genzyme which seeks to prevent or restrict Executive fromperforming his duties and obligations to the Company hereunder.     (e) Stock Options.     (i) Subject to Executive commencing his employment hereunder as the Company’s Presidentand Chief Executive Officer on the Commencement Date, Executive shall be granted an optionto purchase 725,000 shares of Common Stock (the “Option”) pursuant to the Stock Plan and theform of Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the “OptionAgreement”) with an exercise price per share equal to the last reported sale price of ashare of Common Stock as reported by the Nasdaq Stock Market on the Commencement Date or, ifthe Nasdaq Stock Market is not open on the Commencement Date, on the day next preceding theCommencement Date on which the Nasdaq Stock Market is open. The Option shall vest and beexercisable as to 225,000 shares on the Commencement Date, and as to an additional 125,000shares on each of the first four anniversaries of the Commencement Date. In addition, atthe discretion of the Board of Directors (or its applicable committee), Executive shall beentitled to receive further grants of stock options, subject to the terms of the Stock Plan.     (ii) The Option shall immediately and fully vest and become exercisable when the lastreported sale price of a share of the Common Stock is at least one hundred dollars ($100.00)as reported on the Nasdaq Stock Market for at least twenty (20) consecutive trading days,provided that, except as otherwise provided in Section 10 hereof, Executive is then employedby the Company. Except as otherwise provided in Section 10 hereof, once the Option becomesexercisable it shall remain exercisable until 5:00 p.m. New York City time on the tenth(10th) anniversary of the Commencement Date. Except asotherwise provided in this Agreement, the Option Agreement, a copy of which Executivehas received and reviewed, shall govern the terms of the Option.
 

 
     (f) Restricted Stock. Subject to Executive commencing his employment hereunder as theCompany’s President and Chief Executive Officer, no later than ten (10) days after the CommencementDate, Executive shall be issued 75,000 shares of Common Stock (the “Restricted Stock”) pursuant tothe Stock Plan, which shares shall vest as to 22,500 shares on each of the third and fourthanniversaries of the Commencement Date and as to 30,000 shares on the fifth anniversary of theCommencement Date. Executive shall pay $750 to the Company for the Restricted Stock. The grant ofthe Restricted Stock shall be represented by, and subject to, the terms of the Restricted StockAgreement annexed hereto as Exhibit B. Prior to the issuance of the Restricted Stock to theExecutive, the Company shall cause such issuance to be registered under the Securities Act of 1933,as amended (the “1933 Act”), such that Executive will be able to sell the Restricted Stock withoutcomplying with the holding period required under Rule 144 promulgated under the 1933 Act.     (g) Vacation. Executive shall be entitled to vacations in accordance with the policyof the Company with respect to its senior management, in effect from time to time.     (h) Tax and Financial Planning Services. During each year of the term of thisAgreement, Company agrees to reimburse Executive, up to $10,000 per fiscal year, for the costs ofall tax return preparation, including any United States, state, or local returns, as well as forprofessional estate and financial planning services, if any, with Executive choosing the tax andother professionals who will provide such services. In addition, the Company shall pay or reimbursethe Executive for reasonable legal fees incurred in connection with this Agreement.     5. Noncompetition and Confidentiality Covenant.     (a) Noncompetition. The “Noncompete Period” shall be (i) the period of Executive’semployment with the Company, and (ii) (A) the two (2) year period immediately following terminationof Executive’s employment with the Company in the event the Company terminates Executive’semployment for Cause pursuant to Section 9(a)(iii) hereof, Executive voluntarily terminates hisemployment (but not any termination by Executive for Good Reason pursuant to Section 9(c) hereof)or Executive’s employment is terminated in a manner which entitles him to severance payments underSection 10 hereof or (B) the one (1) year period following termination of Executive’s employmentwith the Company if the Term ends as a result of a notice of non-renewal under Section 2 hereof.In consideration for the compensation payable to Executive pursuant to this Agreement, includingwithout limitation the Option and Restricted Stock granted to Executive hereunder, during theNoncompete Period, Executive will not directly, or indirectly, whether as an officer, director,stockholder, partner, proprietor, associate, employee, consultant, representative or otherwise,become, or be interested in or associated with any other person, corporation, firm, partnership orentity, engaged to a significant degree in (x) developing, manufacturing, marketing or sellingenzymes, protein-based biopharmaceuticals or other pharmaceuticals that are modified usingpolyethylene glycol (“PEG”), (y) developing, marketing or selling single-chain antigen-bindingproteins or (z) any technology or area of business in which the Company becomes involved to asignificant degree during the period of Executive’s employment with the Company. For purposes ofthe preceding sentence, to determine whetherany entity is engaged in such activities to a “significant degree”, comparison will be made tothe Company’s operations at that time. In other words, an entity will be deemed to be engaged inan activity to a significant degree if the number of employees and/or amount of funds devoted by
 

 
such entity to such activity would be material to the Company’s operations at that time.Notwithstanding anything to the contrary contained herein, Executive shall be entitled to work withor for (i) an entity that is developing, marketing or manufacturing monoclonal antibodies, (ii) alicensee of the Company if the only activities conducted by such licensee that would be covered bythe restrictions in this Section 5(a) are conducted pursuant to, and covered by, the licensegranted by the Company and (iii) an entity that is engaged in a research project that would becovered by the restrictions in this Section 5(a) if such research project is not material to suchentity and Executive would have no direct involvement in such research project; provided in thecase of employment covered by clauses (ii) and (iii) Executive shall have provided the Board with adetailed description of the proposed employment and obtained the written consent of the Board(which consent will not be unreasonably withheld) prior to commencing any such employment.Executive is hereby prohibited from ever using any of the Company’s proprietary information ortrade secrets to conduct any business, except for the Company’s business while Executive isemployed by the Company as provided in Section 5(b) hereof. The provisions contained in thisSection 5(a) shall survive the termination of Executive’s employment pursuant to Section 9 hereofor otherwise. In the event Executive breaches any of the covenants set forth in this Section 5(a),the running of the period of restriction set forth herein shall be tolled for the period duringwhich the breach exists and recommence upon Executive’s compliance with the terms of this Section5(a).     (b) Confidentiality.     (i) Executive acknowledges that, by reason of his employment by the Company, he willhave access to confidential information of the Company, including, but not limited to,information and knowledge pertaining to products, inventions, discoveries, improvements,innovations, designs, ideas, trade secrets, proprietary information, manufacturing,packaging, advertising, marketing, distribution and sales methods, sales and profit figures,customer and vendor lists and relationships between the Company and dealers, distributors,sales representatives, wholesalers, customers, suppliers and others who have businessdealings with them (“Confidential Information”). The Executive acknowledges that suchConfidential Information is a valuable and unique asset of the Company and covenants that,both during and after the Term, he will not disclose any Confidential Information to anyperson or entity, nor use the Confidential Information for any purpose, except as his dutiesas an employee of the Company may require, without the prior written authorization of theBoard. The obligation of confidentiality imposed by this Section 5(b) shall not apply toConfidential Information that otherwise becomes generally known to the public through no actof the Employee in breach of this Agreement or any other party in violation of an existingconfidentiality agreement with the Company or which is required to be disclosed by courtorder or applicable law.     (ii) All records, designs, patents, business plans, financial statements, manuals,memoranda, lists, research and development plans and products, and other property deliveredto or compiled by Executive for or on behalf of the Company or its vendors or customers thatpertain to the business of the Company shall be and remain theproperty of the Company, and be subject at all times to its discretion and control.Likewise, all formulae, correspondence, reports, records, charts, advertising materials andother similar data pertaining to the business, activities or future plans of the Company(and all copies thereof) that are collected by Executive shall be delivered promptly to the
 

 
Company without request by it upon termination of Executive’s employment.     (c) Nonsolicitation of Employees. During the Noncompete Period, Executive shall not,directly or indirectly, personally or through others, encourage to leave employment with theCompany, solicit for employment, or advise or recommend to any other person, firm, business, orentity that they employ or solicit for employment, any employee of the Company or of any parent,subsidiary, or affiliate of the Company.     6. Ventures. If, during the term of his employment, the Executive is engaged in orassociated with the planning or implementing of any project, program, venture or relationshipinvolving the Company and a third party or parties, all rights in such project, program, venture orrelationship shall belong to the Company. Except as approved by the Board, the Executive shall notbe entitled to any interest in such project, program, venture or relationship or to any commission,finder’s fee or other compensation in connection therewith other than the compensation to be paidto the Executive as provided in this Agreement.     7. Acknowledgment. Executive agrees that the covenants and agreements contained inSection 5 hereof are material to this Agreement; that each of such covenants is reasonable andnecessary to protect and preserve the Company’s interests, properties and business; thatirreparable loss and damage will be suffered by the Company should Executive breach any of suchcovenants and agreements; that each of such covenants and agreements is separate, distinct andseverable not only from the other of such covenants and agreements but also from the other andremaining provisions of this Agreement; that the unenforceability or breach of any such covenantsor agreement shall not affect the validity or enforceability of any other such covenant oragreement or any other provision of this Agreement; and that, in addition to other remediesavailable to it, the Company shall be entitled to both temporary and permanent injunctions and anyother rights or remedies it may have, at law or in equity, to end or prevent a breach orcontemplated breach by Executive of any such covenants or agreements.     (a) Geographic Extent of Executive’s Obligations Concerning Section 5. Therestrictions contained in Section 5 are limited to the United States. Given the nature of theCompany’s business, the restrictions contained in Section 5 cannot be limited to any particulargeographic region within the United States. Therefore, the obligations of Executive under Section5 shall apply to any geographic area in which the Company (i) has engaged in business during theperiod of Executive’s employment with the Company through its investment or trading activities orotherwise, or (ii) has otherwise established during the period of Executive’s employment with theCompany its goodwill, business reputation or any customer or vendor relations.     (b) Limitation of Covenant. Ownership by Executive, as a passive investment, of lessthan five percent of the outstanding shares of capital stock or equity of any corporation or otherentity that is publicly traded shall not constitute a breach of Section 5.     (c) Blue Pencil Doctrine. The restrictions contained in Section 5 are limited to theUnited States. If the duration or geographical extent of, or business activities covered by,Section 5 are in excess of what is valid and enforceable under applicable law, then such provision shall
 

 
be construed to cover only that duration, geographical extent or activities that are validand enforceable. Executive acknowledges the uncertainty of the law in this respect and expresslystipulates that this Agreement be given the construction which renders its provisions valid andenforceable to the maximum extent (not exceeding its express terms) possible under applicable law.     (d) Disclosure. Executive shall disclose to any prospective employer, prior toaccepting or continuing employment, the existence of Section 5 of this Agreement and shall providesuch prospective employer with a copy of Section 5 of this Agreement. The obligation imposed bythis subsection 7(d) shall terminate two years after the termination of Executive’s employment withthe Company.     8. Intellectual Property and Related Matters.     (a) Disclosure and Assignment. Executive will promptly disclose in writing to theCompany complete information concerning each and every product, invention, discovery, practice,process or method, whether patentable or not, made, developed, perfected, devised, conceived orfirst reduced to practice by Executive, either solely or in collaboration with others, during theTerm, or within six months thereafter, whether or not during regular working hours, relating eitherdirectly or indirectly to the business, products, practices or techniques of the Company(“Developments”). Executive, to the extent that he has the legal right to do so, herebyacknowledges that any and all of the Developments are the property of the Company and herebyassigns and agrees to assign to the Company any and all of Executive’s right, title and interest inand to any and all of the Developments. At the request of the Company, Executive will confer withthe Company and its representatives for the purpose of disclosing all Developments to the Company,as the Company shall reasonably request during the period ending one year after the Term.     (b) Limitation on Section 8(a). The provisions of Section 8(a) shall not apply to anyDevelopment meeting the following conditions:      (i) such Development was developed entirely on the Executive’s own time;      (ii) such Development was made without the use of any Company equipment, supplies,facility or trade secret or customer information;      (iii) such Development does not relate (A) directly to the business of the Company or(B) to the Company’s actual or demonstrably anticipated research or product or customerdevelopment; and      (iv) such Development does not result from any work performed by the Executive for theCompany.     (c) Assistance of Executive. Upon request and without further compensation therefor,but at no expense to Executive, Executive will do all lawful acts, including but not limited to,the execution of papers and lawful oaths and the giving of testimony, that in the opinion of theCompany, may be necessary or desirable in enforcing the Company’s intellectual property and trade secret rights, and for perfecting, affirming and recording the Company’s complete ownership andtitle thereto.
 

 
     (d) Records. Executive will keep complete, accurate and authentic accounts, notes,data and records of the Developments in the manner and form requested by the Company. Suchaccounts, notes, data and records shall be the property of the Company, and, upon the earlier ofthe Company’s request or the conclusion of his employment, Executive will promptly surrender sameto the Company.     (e) Copyrightable Material. All right, title and interest in all copyrightablematerial that Executive shall conceive or originate, either individually or jointly with others,and which arise out of the performance of this Agreement, will be the property of the Company andare by this Agreement assigned to the Company along with ownership of any and all copyrights in thecopyrightable material. Upon request and without further compensation therefor, but at no expenseto Executive, Executive shall execute all papers and perform all other acts necessary to assist theCompany to obtain and register copyrights on such materials in any and all countries. Whereapplicable, works of authorship created by Executive for the Company in performing hisresponsibilities under this Agreement shall be considered “works made for hire,” as defined in theU.S. Copyright Act.     (f) Know-How and Trade Secrets. All know-how and trade secret information conceivedor originated by Executive that arises out of the performance of his obligations orresponsibilities under this Agreement or any related material or information shall be the propertyof the Company, and all rights therein are by this Agreement assigned to the Company.     9. Termination of Employment.     (a) Grounds for Termination. Executive’s employment pursuant to this Agreement shallterminate prior to the expiration of the Term in the event that at any time:     (i) Executive dies,     (ii) Executive becomes disabled (as defined below), so that he cannot perform theessential functions of his position with or without reasonable accommodation,     (iii) The Board elects to terminate Executive’s employment for “Cause” and notifiesExecutive in writing of such election, or     (iv) The Board elects to terminate Executive’s employment without “Cause” and notifiesExecutive in writing of such election.     If Executive’s employment is terminated pursuant to clause (i), (ii) or (iii) of this Section9(a), such termination shall be effective immediately. If Executive’s employment is terminatedpursuant to subsection (iv) of this Section 9(a), such termination shall be effective 30 days afterdelivery of the notice of termination.     (b) “Cause” Defined. “Cause” shall mean (i) the willful engaging by Executive inillegal conduct or gross misconduct which is demonstrably and materially injurious to the
 

 
Company,(ii) Executive’s refusal to attempt to perform his obligations to the Company hereunder (other thanany such failure resulting from illness or incapacity), which refusal is demonstrably andmaterially injurious to the Company, but only after Executive has first received prior writtennotice of such alleged refusal, and fifteen (15) days thereafter to perform his obligations to theCompany, or (iii) Executive’s breach of his obligations under this Agreement, which breach isdemonstrably and materially injurious to the Company, but only after Executive has first receivedprior written notice of such alleged breach and fifteen (15) days thereafter to perform hisobligations to the Company For purposes of this Section 9(b), no act or failure to act onExecutive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not ingood faith and without reasonable belief that Executive’s action of omission was in the bestinterest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have beenterminated for Cause unless and until the Company delivers to Executive a copy of a resolution dulyadopted by the affirmative vote of not less than three-quarters of the entire membership of theBoard (not including Executive) at a meeting of the Board called and held for such purpose (afterreasonable notice to Executive and an opportunity for Executive, together with counsel, to be heardbefore the Board) finding that, in the good faith opinion of the Board, Executive engaged inconduct set forth above and specifying the particulars thereof in reasonable detail.     (c) Termination by Executive for Good Reason. Executive’s employment pursuant to thisAgreement may be terminated by Executive prior to the expiration of the Term in the event Executivehas a “Good Reason” to terminate his employment, which shall mean the following:          (i) Any material adverse change in Executive’s status or position, including, withoutlimitation, any material adverse change in Executive’s status or position as a result of adiminution in Executive’s position, duties, responsibilities or authority or the assignmentto Executive of any duties or responsibilities which are inconsistent with Executive’sstatus or position, or any removal of Executive from or any failure to reappoint or reelectExecutive to such positions, it being understood that Executive’s not holding the positionsof President, Chief Executive Officer and Chairman of the Board, at any time and for anyreason without the Executive’s written consent will constitute Good Reason hereunder; or          (ii) The failure of the Board to continue to maintain Executive as Chairman of theBoard at all times during the Term; or          (iii) The failure of the Board to nominate Executive for reelection to the Board andrecommend to the Company’s stockholders that they vote in favor of Executive’s reelection tothe Board upon expiration of Executive’s term on the Board at any time during the Term; or          (iv) A reduction in Executive’s annual Base Salary as the same may be increased fromtime to time or failure to pay same; or          (v) A reduction in the Target Bonus which could be paid to Executive under the BonusPlan below 100% of Executive’s Base Salary or a failure to pay when due any Earned Bonus(including, without limitation, the guaranteed bonus for the fiscalyear ending June 30,2005 under
 

 
Section 4(c) hereof), provided however, that the Company’s failure to actuallyaward any bonus to Executive, or the Company’s actually awarding a bonus to Executive whichis less than the Target Bonus, shall not constitute Good Reason; or     (vi) The breach by the Company of any of its material obligations under this Agreement;or     (vii) The relocation of the Company’s principal executive offices to a location morethan thirty-five (35) miles from the location of such offices or the Company requiringExecutive to be based anywhere other than the Company’s principal executive offices, exceptfor required travel substantially consistent with Executive’s business obligations.     Prior to the Executive being permitted to terminate his employment for Good Reason, theCompany shall have sixty (60) days to cure any such alleged breach, assignment, reduction orrequirement, after Executive provides the Company written notice of the actions or omissionsconstituting such breach, assignment, reduction or requirement.     (d) “Change of Control” Defined. Change of Control means the following:            (i) “Board Change” which, for purposes of this Agreement, shall have occurred if, overany twenty-four month period, a majority of the seats (other than vacant seats) on theCompany’s Board were to be occupied by individuals who were neither (A) nominated by atleast one-half (1/2) of the directors then in office (but excluding, for this purpose, anysuch individual whose initial assumption of office occurs as a result of either an actual orthreatened election contest or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person (as defined herein) other than the Board) nor (B)appointed by directors so nominated, or            (ii) the acquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (a“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of a majority of the then outstanding voting securities of the Company (the“Outstanding Company Voting Securities”); provided, however, that the following acquisitionsshall not constitute a Change of Control: (A) any acquisition by the Company, or (B) anyacquisition by any employee benefit plan (or related trust) sponsored or maintained by theCompany or any corporation controlled by the Company, or (C) any public offering or privateplacement by the Company of its voting securities; or            (iii) a consolidation of the Company with another entity or a merger of the Companywith another entity in which neither the Company nor a corporation that, prior to the mergeror consolidation, was a subsidiary of the Company, shall be the surviving entity; or            (iv) a merger or consolidation of the Company following which either the Company or acorporation that, prior to the merger or consolidation, was asubsidiary of the Company,shall be the surviving entity and a majority of the Outstanding Company Voting Securities is
 

 
owned by a Person or Persons who were not “beneficial owners” of a majority of theOutstanding Company Voting Securities immediately prior to such merger or consolidation; or     (v) a voluntary or involuntary liquidation of the Company; or     (vi) a sale or disposition by the Company of at least 80% of its assets in a singletransaction or a series of transactions (other than a sale or disposition of assets to asubsidiary of the Company in a transaction not involving a Change of Control or a change incontrol of such subsidiary).     (e) “Disabled” Defined. As used in this Agreement, the term “disabled” means anymental or physical condition that renders Executive unable to perform the essential functions ofhis position, with or without reasonable accommodation, for a period in excess of 180 days.     (f) Surrender of Records and Property. Upon termination of his employment with theCompany, Executive shall deliver promptly to the Company all records, manuals, books, lists, blankforms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations orcopies thereof that relate in any way to the business, products, practices or techniques of theCompany, and all other property, trade secrets and confidential information of the Company,including, but not limited to, all documents that in whole or in part contain any trade secrets orconfidential information of the Company, which in any of these cases are in his possession or underhis control.     10. Effect of Termination.     (a) Termination Without Cause or for Good Reason .     In the event the Company terminates Executive’s employment as the Company’s President andChief Executive Officer without Cause pursuant to Section 9(a)(iv) hereof or Executive terminatessuch employment for Good Reason pursuant to Section 9(c) hereof,     (i) Executive shall receive a lump sum cash payment equal to the sum of (1) any BaseSalary payable through the date of termination and any Earned Bonus which remains unpaid asof the date of termination; (2) an amount equal to 400% of the Executive’s Base Salary ineffect at the time of his termination (or, if greater, the highest Base Salary in effect forany prior year); and (3) the pro rata portion of the Target Bonus (based on the Base Salarydescribed in (i)(2) above) for the period worked during the fiscal year in which histermination occurs;     (ii) if Executive, and any spouse and/or dependents (“Family Members”) has medical,dental and vision coverage on the date of such termination under a group health plansponsored by the Company, then, for the first four (4) years following the date of suchtermination, the Company will pay the full cost of continuing at least comparable medical,dental and vision coverage for the Executive and his covered Family Members and the fullcost of continuing at least comparable term life and long-term disability insurancebenefits, provided, that the Company shall have no obligation to pay for suchcoverage if and to the extent the Executive and/or his Family Members become entitled to
 

 
receivecomparable benefits from and at the expense of a subsequent employer;     (iii) the restricted stock (and/or cash equivalent, if any) granted to Executivepursuant to Section 3(b)(ii) and the Restricted Stock granted pursuant to Section 4(f)hereof shall vest immediately upon termination;     (iv) to the extent the Option granted to Executive pursuant to Section 4(e) hereof hasnot vested at the time of such termination the Option will vest immediately upontermination;     (v) the Option granted to Executive pursuant to Section 4(e) hereof which has vested orbecome vested at the time or as a result of such termination will remain exercisable untilits expiration date; and     (vi) Executive shall continue to be entitled to any deferred compensation and otherunpaid amounts and benefits earned and vested prior to or as a result of Executive’stermination.     (b) Termination For Cause. In the event the Company terminates Executive’s employmentas the Company’s President and Chief Executive Officer for Cause pursuant to Section 9(a)(iii)hereof, (i) Executive shall be entitled to receive payment of any Base Salary payable through thedate of termination and any Earned Bonus which remains unpaid as of the date of termination, (ii)Executive shall continue to be entitled to any deferred compensation and other unpaid amounts andbenefits earned and vested prior to Executive’s termination, (iii) to the extent the Option grantedto Executive pursuant to Section 4(e) hereof has vested prior to the date of Executive’stermination the Option shall remain exercisable with respect to such vested portion of the Optionfor a period of six months following Executive’s termination, (iv) to the extent the Option grantedto Executive pursuant to Section 4(e) hereof has not vested prior to the date of Executive’stermination the Option will terminate with respect to such unvested portion of the Option as of thedate of such termination and will be of no further force and effect, and (v) Executive will forfeitall unvested restricted stock (and/or cash equivalent, if any) granted to Executive pursuant toSection 3(b)(ii) and the Restricted Stock granted pursuant to Section 4(f) hereof.     (c) Death. In the event Executive’s employment as the Company’s President and ChiefExecutive Officer is terminated as a result of Executive’s death, (i) Executive’s estate orExecutive’s duly designated beneficiaries shall be entitled to payment of any Base Salary payablethrough the date of Executive’s death and any Earned Bonus which remains unpaid as of the date ofExecutive’s death, (ii) Executive’s estate or Executive’s duly designated beneficiariesshall be entitled to a pro rata amount of the Target Bonus (based on the Base Salary at thetime of death) for the fiscal year in which he dies, (iii) the Option granted under Section 4(e)hereof and the restricted stock (and/or cash equivalent, if any) granted under Section 3(b)(ii) andthe Restricted Stock granted pursuant to Section 4(f) hereof shall become fully vested and, ifapplicable, exercisable, with the Option remaining exercisable until the earlier of (A) three yearsfrom the date of death and (B) the end of the remaining stated exercise term of the Option, and(iv) Executive’s estate or Executive’s duly designated beneficiaries shall continue to be entitled
 

 
to any deferred compensation and other unpaid amounts and benefits earned and vested prior toExecutive’s death. If Executive’s Family Members have medical and dental coverage on the date ofsuch termination under a group health plan sponsored by the Company, the Company will reimbursesuch Family Member for the total applicable premium cost for medical and dental coverage under theConsolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C.Section 4980B(f), as amended, and all applicable regulations (referred to collectively as “COBRA”)for such Family Members for a period of up to thirty-six (36) months commencing on the date of suchtermination; provided the Company shall have no obligation to reimburse such Family Members for thepremium cost of COBRA coverage as of the date they become eligible to obtain comparable benefitsfrom another employer.     (d) Disability. Upon termination of Executive’s employment as the Company’s Presidentand Chief Executive Officer on account of Executive’s disability pursuant to Section 9(a)(ii)hereof, (i) Executive shall be entitled to payment of any Base Salary payable through thecommencement of long term disability payments to Executive under any plan provided or paid for bythe Company and any Earned Bonus which remains unpaid as of the date of the termination ofemployment, (ii) Executive shall be entitled to a pro rata amount of the Target Bonus (based on theBase Salary at the time of such termination) for the fiscal year in which his employment isterminated, (iii) Executive shall be entitled to all compensation and benefits to which Executiveis entitled pursuant to the Company’s disability policies in effect as of the date of Executive’stermination, (iv) the Option granted under Section 4(e) hereof and the restricted stock (and/orcash equivalent, if any) granted under Section 3(b)(ii) and the Restricted Stock granted pursuantto Section 4(f) hereof shall become fully vested and, if applicable, exercisable, with the Optionremaining exercisable until the earlier of (A) three years from the date of such termination ofExecutive’s employment on account of Executive’s disability and (B) the end of the remaining statedexercise term of the Option; and (v) Executive shall continue to be entitled to any deferredcompensation and other unpaid amounts and benefits earned and vested prior to or as a result ofExecutive’s termination. If Executive and his Family Members have medical and dental coverage onthe date of such termination under a group health plan sponsored by the Company, the Company willreimburse Executive for the total applicable premium cost for medical and dental coverage underCOBRA for Executive and his Family Members for a period of up to eighteen (18) months commencing onthe date of such termination; provided the Company shall have no obligation to reimburse Executiveand his Family Members for the premium cost of COBRA coverage as of the date they become eligibleto obtain comparable benefits from another employer.     (e) Voluntary Resignation. In the event Executive voluntarily terminates hisemployment as the Company’s President and Chief Executive Officer, other than for Good Reason, ordelivers to the Company a notice of non-renewal of this Agreement pursuant to Section 2 hereof, (i)Executive shall be entitled to receive payment of any Base Salary payablethrough the date of termination and any Earned Bonus which remains unpaid as of the date oftermination, (ii) Executive shall continue to be entitled to any deferred compensation and otherunpaid amounts and benefits earned and vested prior to Executive’s termination, (iii) to the extentthe Option granted to Executive pursuant to Section 4(e) hereof hasvested prior to the date ofsuch termination the Option shall remain exercisable with respect to such vested portion of the
 

 
Option for a period of twelve months following such termination, (iv) to the extent the Optiongranted to Executive pursuant to Section 4(e) hereof has not vested prior to the date of suchtermination the Option will terminate with respect to such unvested portion of the Option as of thedate of such termination and will be of no further force and effect, and (v) Executive will forfeitall unvested restricted stock (and/or cash equivalent, if any) granted to Executive pursuant toSection 3(b)(ii) and all unvested Restricted Stock granted pursuant to Section 4(f) hereof.     (f) Termination Without Cause or For Good Reason In Connection With A Change inControl. In the event the Company terminates Executive’s employment as the Company’s Presidentand Chief Executive Officer without Cause pursuant to Section 9(a)(iv) hereof or Executiveterminates such employment for Good Reason pursuant to Section 9(c) hereof within the period whichcommences ninety (90) days before and ends two (2) years following a Change in Control, in lieu ofthe provisions of Section 10(a) hereof,     (i) Executive shall receive a lump sum cash payment equal to the sum of (1) any BaseSalary payable through the date of termination and any Earned Bonus which remains unpaid asof the date of termination, (2) the pro rated portion of the Target Bonus (based on the BaseSalary at the time of such termination or, if higher, at the time during the 12 monthspreceding the Change in Control) for the period worked during the fiscal year in which suchtermination occurs, and (3) the product of 6 and Executive’s annual rate of Base Salary atthe time of such termination (or, if higher, at any time during the 12 months preceding theChange in Control);     (ii) if Executive and his Family Members have medical, dental and vision coverage onthe date of such termination under a group health plan sponsored by the Company, then, forthe first six (6) years following the date of such termination, the Company will pay thefull cost of continuing at least comparable medical, dental and vision coverage for theExecutive and his covered Family Members and the full cost of continuing at least comparableterm life and long-term disability insurance benefits; provided, that the Company shall haveno obligation to pay for coverage if and to the extent the Executive and his Family Membersbecome entitled to receive comparable benefits from and at the expense of a subsequentemployer; and     (iii) Executive shall continue to be entitled to any deferred compensation and otherunpaid amounts and benefits earned and vested prior to Executive’s termination.     In the event the Executive becomes entitled to payments and/or the accelerated vesting of theOption and/or restricted stock under this Section 10(f) or Section 10(h) or any other payments orbenefits which are deemed to contingent upon a change in ownership or control pursuant to Section280G of the Internal Revenue Code (“Code”), the Company shall cause its independent auditorspromptly to review, at the Company’s expense, the applicability of Section 4999 of the Code to suchpayments and/or vesting. If such auditors shall determine that anypayment or distribution of any type by the Company to Executive, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise (the “TotalPayments”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interestor penalties with respect to such excise tax (such excise tax, together with any such interest andpenalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled toreceive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determinationequal to an amount such that after payment by Executive of all taxes(including any interest orpenalties imposed with respect to
 

 
such taxes), including any Excise Tax, imposed upon the Gross-UpPayment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposedupon the Total Payments. For purposes of the foregoing determination, Executive’s tax rate shallbe deemed to be the highest statutory marginal state and Federal tax rate (on a combined basis)(including his share of F.I.C.A. and Medicare taxes) then in effect. If no determination by theCompany’s auditors is made prior to the time a tax return reflecting the Total Payments is requiredto be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated onthe basis of the Total Payments reported by Executive in such tax return, within 30 days of thefiling of such tax return. In all events, if any tax authority determines that a greater ExciseTax should be imposed upon the Total Payments than is determined by the Company’s independentauditors or reflected in Executive’s tax return pursuant to this Section 10(f), the Executive shallbe entitled to receive the full Gross-Up Payment calculated on the basis of the amount of ExciseTax determined to be payable by such tax authority from the Company within 30 days of suchdetermination.     (g) All payments made to Executive under any of the subsections of this Section 10 which arebased upon Executive’s salary or Bonus shall be made at or as soon as practicable after thetermination of Executive’s employment.     (h) Notwithstanding anything to the contrary contained herein or in any other agreement orplan, immediately prior to the occurrence of a Change of Control, the Option granted under Section4(e) hereof and the restricted stock (and/or cash equivalent, if any) granted under Section3(b)(ii) and the Restricted Stock granted pursuant to Section 4(f) hereof shall become fully vestedand, if applicable, exercisable, it being understood that Executive will be entitled to participatein such transaction with respect to all of the shares covered by such awards.     (i) Notwithstanding anything to the contrary contained herein, if Executive’s employment withthe Company terminates or is deemed terminated before the payment in full of the $412,500guaranteed minimum bonus for 2005 (described in Section 4(b) hereof) and the Consulting AgreementPayments (determined under Section 3(b) hereof), then, unless Executive’s employment is terminatedby him voluntarily without Good Reason or by the Company for Cause, the Executive shall be entitledto receive from the Company (1) the full amount of the guaranteed minimum bonus promptly after thetermination of his employment, and (2) the balance of the Consulting Agreement Payments as and whenthey would have been payable if Executive’s employment with the Company had continued.     11. Miscellaneous.     (a) Entire Agreement. This Agreement (including the exhibits, schedules and otherdocuments referred to herein) contains the entire understanding between the parties hereto withrespect to the subject matter hereof and supersedes any prior understandings, agreements orrepresentations, written or oral, relating to the subject matter hereof.     (b) Counterparts. This Agreement may be executed in separate counterparts, each ofwhich will be an original and all of which taken together shall constitute one and the sameagreement, and any party hereto may execute this Agreement by signing any such counterpart.
 

 
     (c) Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law but if any provisionof this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule,the validity, legality and enforceability of the other provision of this Agreement will not beaffected or impaired thereby.     (d) Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective heirs, personal representatives and, to theextent permitted by subsection (e), successors and assigns. The Company will require itssuccessors to expressly assume its obligations under this Agreement.     (e) Assignability. Neither this Agreement nor any right, remedy, obligation orliability arising hereunder or by reason hereof shall be assignable (including by operation of law)by either party without the prior written consent of the other party to this Agreement, except thatthe Company may, without the consent of the Executive, assign its rights and obligations under thisAgreement to any corporation, firm or other business entity with or into which the Company maymerge or consolidate, or to which the Company may sell or transfer all or substantially all of itsassets, or of which 50% or more of the equity investment and of the voting control is owned,directly or indirectly, by, or is under common ownership with, the Company. After any suchassignment by the Company, and provided that such assignment arises by operation of law or involvesan express written assumption by the assignee, the Company shall be immediately released anddischarged from all further liability hereunder and such assignee shall thereafter be deemed to bethe Company for the purposes of all provisions of this Agreement.     (f) Modification, Amendment, Waiver or Termination. No provision of this Agreementmay be modified, amended, waived or terminated except by an instrument in writing signed by theparties to this Agreement. No course of dealing between the parties will modify, amend, waive orterminate any provision of this Agreement or any rights or obligations of any party under or byreason of this Agreement. No delay on the part of the Company in exercising any right hereundershall operate as a waiver of such right. No waiver, express or implied, by the Company of anyright or any breach by Executive shall constitute a waiver of any other right or breach byExecutive.     (g) Notices. All notices, consents, requests, instructions, approvals or othercommunications provided for herein shall be in writing and delivered by personal delivery,overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at theaddress set forth herein. All such communications shall be effective when received.Address for the Executive:
 

 
Address for the Company:Enzon Pharmaceuticals, Inc.