Exhibit 10.8 


SEVERANCE AGREEMENT AND RELEASE OF CLAIMS


May 26, 2011 


	
  
 	
  
 	
  
 
	
           This
 Severance Agreement and Release of Claims (the “Agreement”) is made and
 entered into by Paul S. Davit
 for himself and his attorneys,
 heirs, dependents, beneficiaries, executors, administrators, successors, and
 assigns (hereinafter referred to as “you”), and Enzon Pharmaceuticals, Inc.,
 any parent, subsidiary, affiliate, successor, predecessor, or otherwise
 related companies, and the past and present employees, agents, officers,
 attorneys, directors, shareholders, and employee benefit programs of any of
 them, and their agents and insurers, (hereinafter the “Company”). 
 
	
  
 	
  
 	
  
 
	
 1.
 	
 You acknowledge that your
 employment with the Company will terminate effective close of business on July 1, 2011 (the “Separation Date”).
 Regardless of whether you sign this Agreement, you will receive your regular
 salary through the Separation Date, and any earned and unused compensated
 time off. Your medical insurance coverage under the Company’s health care
 plan will end on July 31, 2011. After
 that date, you may be eligible to participate in Company’s health care plans
 as offered to active employees under the provisions of COBRA. COBRA
 information will be sent to you by CIGNA, our third party administrator. 
 
	
  
 	
  
 	
  
 
	
 2.
 	
 Provided that you return a
 signed copy of this Agreement within the time period set forth under Section
 12, and you remain employed in good standing through your Separation Date you
 also will receive the following additional benefits: 
 
	
  
 	
  
 	
  
 
	
  
 	
 a.
 	
 You will receive severance
 equal to one (1) times the sum of the
 following: (i) your current Base Salary and (ii) your Target Bonus
 (50% of your Base Salary) for the current fiscal year. These amounts, less
 applicable tax withholdings, will be payable bi-weekly, in substantially
 equal installments over a fifty-two (52)
 week period in accordance with Company’s regular payroll cycle,
 beginning on the next regular payday following the Separation Date that is
 also at least eight (8) days after you return a signed copy of this letter. 
 
	
  
 	
  
 	
  
 
	
  
 	
 b.
 	
 You will receive a
 pro-rated portion of your Target Bonus (50% of your Base Salary), based on
 the number of months worked, which would have been payable for fiscal year
 2011 had you remained employed by the Company; to be received as a lump sum
 payment. This amounts to six (6)
 months. 
 
	
  
 	
  
 	
  
 
	
  
 	
 c.
 	
 If you timely and validly
 elect to purchase COBRA benefits continuation, you may continue coverage
 under COBRA. For the period of eighteen
 (18) months commencing on the first of the month following your
 Separation Date, the Company will pay for any difference between COBRA costs
 to you and your current health/vision coverage contribution. COBRA benefits
 will begin on the first day of the month following your Separation Date. All
 COBRA benefits are available only during the time that you are not eligible
 for comparable health coverage through another employer. Should you obtain
 such coverage, it is your obligation to immediately notify the Company. 
 
	
  
 	
  
 	
  
 
	
  
 	
 d.
 	
 The Company shall provide
 you outplacement assistance, of a type and for a period selected by the
 Company in its discretion. You must initiate your outplacement benefits
 within three months after the Separation Date. 
 
	
  
 	
  
 	
  
 
	
  
 	
 e.
 	
 The Company will not
 contest any application for unemployment compensation which you might make.
 The Company does not, however, provide you any assurance or legal guidance
 regarding the laws and regulations concerning unemployment compensation. 
 
	
  
 	
  
 	
  
 
	
  
 	
 f.
 	
 You shall continue to be
 entitled to any deferred compensation earned and vested prior to your
 separation. As per the terms of the Executive Deferred Compensation Plan all
 amounts earned and vested by you will be distributed based on your current
 election decisions and the plan terms and conditions. 
 


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 g.
 	
 The remaining unvested
 restricted stock units from the equity award granted on September 22, 2010
 will accelerate and vest on the Separation Date. 
 
	
  
 	
  
 	
  
 
	
 3.
 	
 Notwithstanding anything to
 the contrary contained in this agreement, if a Change in Control (as defined
 in Section 7(c)(i)-(vi) of the Amended and Restated Severance Agreement,
 dated as of May 7, 2004, as amended on November 6, 2007 (the “CIC Severance
 Agreement”), shall occur on or before September 28, 2011the amount of
 severance payments you shall receive under Section 2a hereof shall be doubled
 and shall be payable within the 52 week period and in the manner set forth in
 Section 2a. In the event a Change in Control occurs on or before September
 28, 2011, Section 4 of the CIC Severance Agreement shall be applicable with
 respect to all payments made to you under this Agreement. 
 
	
  
 	
  
 	
  
 
	
 4.
 	
 All benefits of any kind,
 other than as expressly provided in this Agreement, will cease as of the
 Separation Date. Except as otherwise provided in this Agreement, vesting or
 forfeiture of stock options and/or restricted stock units, if any, will be in
 accordance with the terms of the applicable plan and award agreements.
 However all vested stock options will remain exercisable for the full term
 life of the grant subject to and in accordance with the terms of the
 applicable plan and award agreements with the exception of the 50,000 stock
 options granted on March 1, 2002, which will be forfeited in accordance with
 the terms and condition of the 1987 Stock Option Plan. 
 
	
  
 	
  
 	
  
 
	
 5.
 	
 You agree not to engage in
 any conduct, or make any statements or representations that disparage, demean
 or impugn the Company. You agree that this Agreement shall not be construed
 as an admission of wrongdoing by the Company and that the Company expressly
 denies such wrongdoing. The Company agrees not to engage in any conduct or
 make any statements or representations that disparage, demean or impugn you. 
 
	
  
 	
  
 	
  
 
	
 6.
 	
 You agree that, after the
 Separation Date, you remain bound by and will continue to comply with the
 terms of the Employee Confidentiality Agreement that you signed, according to
 its terms. 
 
	
  
 	
  
 	
  
 
	
 7.
 	
 You agree that, unless
 otherwise required by court order, you have kept and will keep the terms and
 conditions of this Agreement, including without limitation the amount of
 consideration paid here under, strictly confidential and you agree not to
 reveal, publish, communicate, or otherwise disseminate this information to
 any person or entity not a party hereto. Notwithstanding the foregoing, you
 may disclose the terms of this Agreement to your spouse and attorney or other
 professional advisor as necessary for the purposes of obtaining legal, tax or
 financial advice, or as otherwise required by law, so long as such persons
 agree to maintain the confidentiality of the information and in any event you
 shall be responsible for such person’s compliance with the confidentiality
 provision contained herein. Because disclosure of this confidential
 information may be extremely detrimental to the interests of Company, and
 because the parties agree that measuring the actual monetary amount of such
 damages would be extremely difficult, you agree that you will pay back to the
 Company any and all sums paid by the Company to you or on your behalf
 pursuant to this Agreement, should you, your spouse, and/or your legal, tax
 or financial advisors violate this paragraph, without limitation of any and
 all other equitable and legal relief to which the Company may be entitled. 
 
	
  
 	
  
 	
  
 
	
 8.
 	
 In consideration of the
 benefits you will receive under this Agreement, to which you would not
 otherwise be entitled, you hereby release and discharge Company, from any and
 all claims and/or causes of action, known and unknown, which you may have or
 could claim to have against the Company up to and including the date of
 signing this Agreement. This general release includes, but is not limited to,
 all claims arising from or during your employment or as a result of the end
 of your employment and all claims arising under federal, state or local laws
 prohibiting employment discrimination and/or harassment based upon age, race,
 sex, religion, handicap, national origin, sexual orientation, veteran status,
 or any other protected characteristic, including but not limited to any and
 all claims arising under Title VII of the Civil Rights Act of 1964 and 1991,
 the Age Discrimination in Employment Act, the Employee Retirement Income
 Security Act, the Americans with Disabilities Act, the Rehabilitation Act,
 the Equal Pay Act, the Family and Medical Leave Act, the Fair Labor Standard
 Act, the Sarbanes-Oxley Act, the Health Insurance Portability and
 Accountability Act, the New Jersey Law Against Discrimination, the New Jersey
 Conscientious Employee Protection Act, the New Jersey Family Leave Act, New
 Jersey Paid Leave Insurance Act, any applicable state wage and hour laws,
 and/or any other state, federal, or municipal employment discrimination
 statutes (including but not limited to claims based on age, sex, attainment
 of benefit plan rights, race, national origin, religion, handicap, sexual
 orientation, sexual harassment, marital status, retaliation, and veteran
 status), and/or any other federal, state,
 or local statute, law, ordinance, or regulation and/or pursuant to any other
 theory whatsoever, including but not limited to claims related to breach of
 implied or express employment contracts, breach of the implied covenant of
 good faith and fair dealing, defamation, wrongful discharge, constructive
 discharge, negligence of any kind, intentional infliction of emotional
 distress, whistle-blowing, estoppel or detrimental reliance, public policy,
 constitutional or tort claims, violation of the penal statutes and common law
 claims, or pursuant to any other theory or claim whatsoever, arising out of
 or related to employment with the Company and/or any other occurrence from
 the beginning of time to the date of this Agreement, whether presently
 asserted or otherwise.
 


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 This Agreement specifically
 includes any and all claims, demands, obligations, and/or causes of action
 for damages or penalties relating to or in any way connected with the matters
 referred to herein, whether or not now known or suspected to exist, and
 whether or not specifically or particularly described or referred to herein.
 You expressly waive any right or claim of right to assert hereafter that any
 claim, demand, obligation, damage, liability and/or cause of action has,
 through ignorance, oversight or error, been omitted from the terms of this
 Agreement. You represent that you have not heretofore assigned or
 transferred, or purported to assign or transfer, to any person or entity, any
 claim, known or unknown to exist, or any portion thereof or interest therein,
 which such person has or may have had against the Company. 
 
	
  
 	
  
 	
  
 
	
  
 	
 This Agreement and release
 does not, however, require you to waive the right to file a charge with or
 participate before the Equal Employment Opportunity Commission, provided,
 however, that you give up the right to recover damages and attorneys’ fees
 from such a proceeding. Nor does this Agreement and Release require you to
 waive vested rights, if any, to pension, retiree, health or similar benefits
 under the Company’s existing plans or your right to enforce this Agreement. 
 
	
  
 	
  
 	
  
 
	
  
 	
 Unless otherwise prohibited
 by law, you agree that should you file a lawsuit in court which is found to
 be barred in whole or part by this Agreement, you will pay back to the
 Company any and all sums paid by the Company to you or on your behalf
 pursuant to this Agreement and you will pay the legal fees incurred by the
 Company in defending those claims found to be barred. 
 
	
  
 	
  
 	
  
 
	
 9.
 	
 As a material condition of
 this Agreement, you further represent and warrant that you have transferred,
 or will transfer before execution of this Agreement, to the Company all
 property and information of the Company which came into your possession or
 was developed by you in the course of your employment with the Company,
 including but not limited to project files, keys, reports, customer lists,
 computers, facsimile machines, furniture, office supplies, pagers, and
 printers. You further represent and warrant that you have retained no copies
 of any such materials or other items; and further, if you should discover
 that any such materials or other items, or copies thereof, are in your
 possession or control, you will promptly return them to the Company without
 disclosure to others. If you fail to return the items detailed in this
 paragraph before execution of this release, or if the items returned are
 discovered to be damaged, incomplete, or otherwise not in the same condition
 as when provided to employee, this Agreement is void and the Company shall
 have no obligation to pay you the monies or provide you the benefits detailed
 in Section 2 of this Agreement. 
 
	
  
 	
  
 	
  
 
	
 10.
 	
 Except as provided herein,
 you acknowledge that the Company has paid all sums owed to you, including but
 not limited to all salary, bonuses, commissions, business expenses,
 allowances, vacation pay and other benefits and perquisites as a result of
 your employment with the Company and/or the termination of that employment.
 You further acknowledge that in the absence of this Agreement, you would not
 be entitled to, among other things, the payments and arrangements specified
 in this Agreement. 
 
	
  
 	
  
 	
  
 
	
 11.
 	
 Except as otherwise
 provided herein with respect to certain portions of the CIC Severance
 Agreement, this Agreement (a) supersedes any prior understanding, agreement,
 practice or contract, oral or written, between you and Company relating to
 your employment or compensation, including, without limitation the CIC
 Severance Agreement, (b) may be modified only by a writing signed by both
 parties; (c) is not assignable or transferable by you; and (d) will be
 interpreted, enforced and governed by the substantive law of the State of New
 Jersey. Notwithstanding the foregoing, the parties acknowledge and agree that
 the Employee Confidentiality Agreement that you signed shall remain in full
 force and effect according to its terms. 
 


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 12.
 	
 By signing below you agree
 to be legally bound by the terms of this Agreement and acknowledge that you
 have carefully read and completely understand the terms of this Agreement and
 are signing it knowingly, voluntarily and without duress, coercion or undue
 influence. You further agree that this Agreement contains the entire
 Agreement between you and Company. You are
 advised to consult with an
 attorney before signing this Agreement. You have until twenty-one (21) days from the date of
 this Agreement to consider this document. If you have not returned a signed
 copy of the Agreement by that time, the Company will assume that you have
 elected not to sign it and the offer will be considered withdrawn. If you
 choose to accept the terms of this Agreement by signing below, you will have
 an additional seven (7) days
 following the date of your signature to revoke the Agreement in writing to
 the Company directed to Andrew Rackear at 20 Kingsbridge Road, Piscataway,
 New Jersey 08854 and the Agreement shall not become effective or enforceable
 until the revocation period has expired. 
 






	
  

 	
  

 	
  

 	
  

 
	
 Acknowledged and agreed to

 	
  

 	
 Enzon Pharmaceuticals, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/ Paul Davit

 	
  

 	
 By:

 	
 /s/ Ralph del Campo

 
	

 


 	
  

 	
  

 	

 


 
	
 Paul Davit

 	
  

 	
  

 	
 Ralph del Campo, COO &
 PEO

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
 May 26, 2011

 	
  

 	
 Dated:

 	
 May 26, 2011

 
	
  

 	

 


 	
  

 	
  

 	

 


 


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