c54467_ex10-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




Exhibit 10.1


TERMINATION OF SPLIT DOLLAR AGREEMENT 


     THIS TERMINATION OF SPLIT DOLLAR
AGREEMENT, entered into this 31st day of July, 2008, by and among Enzo Biochem,
Inc., a New York corporation (hereinafter the “Company”), Shahram K.
Rabbani,  an individual residing in the State of New York (hereinafter referred
to as the “Employee”), and Diana Rabbani, Robert H. Cohen and Jeremy
Haskel Rabbani, as trustees of the Shahram K. Rabbani Irrevocable Insurance Trust,
under trust  agreement dated October 22, 1998 (hereinafter the “Owner”). 


     WITNESSETH THAT:


     WHEREAS, the Employee is employed by the Company; and


     WHEREAS, the Owner is the owner of a policy or policies of life insurance insuring the life of Employee (hereinafter referred to individually as a “Policy” and collectively as the
“Policies”) 


     WHEREAS, as of October 22, 1998,
the Company and Owner entered into a Split Dollar Agreement (hereinafter referred
to as the “SDA”)
whereby Company agreed to pay a portion of the  premiums due under the Policies;
and 


     WHEREAS, the Company had the Policies collaterally assigned to it by the Owner in order to secure the repayment of amounts that the Company paid toward the premiums on the Policies; and 


     WHEREAS, the Owner retained all other ownership rights in the Policies; and










     WHEREAS, on June 30, 2008, pursuant to Article IX of the SDA, the Owner provided notice to the Company of its intent to terminate the SDA as to all Policies currently owned by the Owner; and



     WHEREAS, the Owner has agreed to pay the Company Two Hundred Ninety-Eight Thousand Three Dollars and Sixty-Six Cents ($298,003.66), no later than July 31, 2008, as reimbursement for the premiums
paid by the Company on the Policies; and


     WHEREAS, in anticipation of the Owner’s reimbursement of the premiums on the Policies paid by the Company, the Company has released all of its rights under the collateral assignment of the
Policies;


     NOW THEREFORE, in consideration of the reimbursement of the Policy premiums, the release of the collateral assignment and the mutual promises contained herein, the parties hereto agree as
follows:


     1.      Ownership of Policies.


              The Owner shall be the sole and absolute owner of the Policies, and may exercise all ownership rights granted to the owner thereof by the terms of the Policies. 


     2.      Reimbursement of Premiums Advanced by Company.


              On this same day, the Owner has agreed to pay the Company Two Hundred Ninety-Eight Thousand Three Dollars and Sixty-Six Cents ($298,003.66), no later than July 31, 2008, as reimbursement to the
Company in full satisfaction of all premiums paid by the Company on the Policies.  










     3.      Release of Collateral Assignment.


              The Company executed on this same day a Release of Collateral Assignment that confirmed that the liabilities for which the Policies were assigned and held as collateral security were fully satisfied
this same day.  The Company released all interests in the Policies to the Owner. 


	
     4.      Collection of Death Proceeds.


              (a)      Upon the death of the Employee, the beneficiary
or beneficiaries designated by the Owner shall collect the death benefits provided under the Policies.


              (b)      Upon the death of the Employee, the Company shall have no right whatsoever to receive any portion of the death benefit payable under any Policy.  The entire death benefit provided under each
Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Owner, in the manner and in the amount or amounts provided in the beneficiary designation provision of each Policy.


     5.      Insurer Not a Party. The Insurer shall be fully discharged from its obligations under the Policies
by payment of the death benefits under the Policies to the beneficiary or beneficiaries named in the Policies, subject to the terms and conditions of the Policies. In no event shall the Insurer be considered a party to this Agreement, or any
modifications or amendments hereof. No provision of this Agreement, nor of any modifications or amendments hereof, shall in any way be construed as enlarging, changing, varying, or in any other way affecting the obligations of the Insurer as
expressly provided in the Policies, except insofar as the provisions hereof are made a part of the Policies by the prior-executed Collateral Assignments










which now have been released on this same day, and will be filed with the Insurer in connection herewith. 


     6.      Amendment.  This Termination Agreement may not be amended, altered or modified, except by a
written instrument signed by the parties hereto, or their respective successors or assigns. 


     7.      Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and
its successors and assigns (including, without limitation, the surviving entity as a result of a merger or other acquisition of the Company), and the Employee, his successors, assigns, heirs, executors, administrators and beneficiaries.


     8.     Notices. Any notice, consent or demand required or permitted to be given under the provisions of
this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such
party’s last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of notice, consent or demand. 


     9.     Arbitration. All claims, disputes or other matters in question arising out of this Agreement shall
be determined by arbitration which, unless the parties mutually agree otherwise, shall be determined by and in accordance with the Commercial Rules of the American Arbitration Association. 


     10.     Governing Law. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of New York. 










     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the day and year first above written. 

					
	 		 		
COMPANY 	-	 
	
ATTEST: 		 		
ENZO BIOCHEM, INC. 		 
	 	
	 	
	/s/  	 		By:	/s/
    Barry W. Weiner 	 
	 		 		 	
Barry W. Weiner, President 		 
	
_______________, ______________________  		 	 	Title	 
	 
	 	
	 		 		
EMPLOYEE 		 
	 	
	
WITNESS: 		 		 	 		 
	 	 	 	 	 
	/s/ 	 	/s/
    Shahram K. Rabbani	 
	 		 		
Shahram K. Rabbani 		 
	 	
	 	
	 	 	OWNER	 
	 	
	
WITNESS: 		 		
Diana Rabbani, Trustee of the 		 
	 		 		
Shahram K. Rabbani 1998 Irrevocable Insurance 		 
	 		 		
Trust (u/t/a dated 10/22/98) 		 
	 	 	 	 	 
	/s/ 	 	/s/
      Diana Rabbani 	 
	 		 		
Diana Rabbani 		 
	 	
	 	
	
WITNESS: 		 		
Robert H. Cohen, Trustee of the 		 
	 		 		
Shahram K. Rabbani 1998 Irrevocable Insurance 		 
	 		 		
Trust (u/t/a dated 10/22/98) 		 
	 	 	 	 
	/s/ 	 	/s/
      Robert H. Cohen 	 
	 		 		
Robert H. Cohen 		 
	 	
	 	
	
WITNESS: 		 		
Jeremy Haskel Rabbani, Trustee of the 		 
	 		 		
Shahram K. Rabbani 1998 Irrevocable Insurance 		 
	 		 		
Trust (u/t/a dated 10/22/98) 		 
	 	 	 	 	 
	/s/ 	 	/s/
      Jeremy Haskel Rabbani  	 
	 		 		
Jeremy Haskel Rabbani