EXHIBIT 10.12


 


ENZON PHARMACEUTICALS, INC.


2011 Outside Director Compensation Plan


 


 


Annual Retainers:


 


On an annual basis, outside directors will receive:


 


		·	a cash retainer of $50,000;



 


		·	an additional cash retainer of $18,000 for service as chair of the
Audit and Finance Committee:



 


		·	an additional cash retainer of $8,000 for service as chair of any
other committee of the board;



 


		·	an additional cash retainer of $8,000 for service as a member of the
Audit and Finance Committee; and



 


		·	an additional cash retainer of $4,000 for service as a member of any
other committee of the board.



 


The cash elements above are to be paid quarterly at the end
of each quarter, beginning with the second quarter of calendar 2011.


  


Meeting Fees:


 


For each meeting attended, outside directors will receive:


 


		·	a meeting attendance fee of $1,000 cash for each meeting of a committee
attended, either in-person or by telephone.



 


Annual Equity Grants:


 


On an annual basis, outside directors will receive:


 


		·	a grant of stock options on the first trading day of the calendar
year with a value of $25,000 (the “Annual Option Grant”). The number of options in the Annual Option Grant will be
based on a Black-Scholes value and will be at an exercise price equal to the closing price of our Common Stock on the Nasdaq Global
Market on the date of the grant. The Annual option Grant vests in one tranche on the first anniversary of the date of the grant
if the recipient director remains on our board on that date. Once vested, options granted pursuant to the Annual Option Grant expire
on the 10th anniversary of the date of the grant: and











    	 



    	 



    

 


		·	a grant of restricted stock units on the first trading day after June
30 of each calendar year with a value of $75,000 (the “Annual Restricted Stock Grant”). The number of shares issued
in the Annual Restricted Stock Grant will be equal to $75,000 divided by the closing price of our Common Stock on the Nasdaq Global
Market on the date of the grant. The shares covered by the Annual Restricted Stock Grant vest in the three equal tranches on each
of the first three anniversaries of the date of the grant if the recipient director remains on our board on each such date.



 


These grants are made under the 2001 Incentive
Stock Plan and any subsequent plan approved by the shareholders.


 


Welcome Grant:


 


		·	Upon being initially elected to the board, a new elected director
will receive a “welcome grant” of stock options with a Black-Scholes value of $25,000 (the exercise price of which
will be equal to the closing price of our Common Stock on the Nasdaq Global Market on the date of the grant) and a grant of restricted
stock units with a value of $100,000 (the number of shares covered by such grant being equal to $100,000 divided by the closing
price of our Common Stock on the Nasdaq Global Market on the date of the grant). The options and restricted stock units included
in the Welcome Grant vest in three equal tranches on each of the first three anniversaries of the date of grant, if the recipient
director remains on the Board on each such date.



 


Non-Executive Chairperson:


 


		·	If the Chairperson of the Board is a non-executive of the Company,
such Non-Executive Chairperson of the Board receives double the Annual Equity Grants, as well as double the amounts in the “Welcome
Grant”.



 


Directors’ Stock Ownership Program


 


		·	The 2007 directors’ stock ownership program requires each of
the outside directors to own shares of Common Stock with a market value of five times their annual board retainer, within five
years after the director first joins the Board. For the purposes of these guidelines the following will be counted in determining
stock ownership; 1) shares purchased on the open market, 2) shares owned jointly with or separately by spouse and/or children,
3) shares obtained through stock option exercise, 4) restricted stock or restricted stock units, and 5) vested and “in the
money” unexercised options, provided that these shares may not exceed 50% of the requirement total.