Exhibit 10.1
AMENDMENT NO. 2 OF
EMPLOYMENT AGREEMENT
This Amendment No. 2 of Employment Agreement (“Amendment
No. 2”), dated as of July 23, 2009, is entered into between
Enzon Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), and Jeffrey H. Buchalter (the
“Executive”).
A. Whereas, the Company and the
Executive are parties to that certain Amended and Restated
Employment Agreement, dated as of April 27, 2007, and amended as of
February 21, 2008 (the “Employment Agreement”).
B. Whereas, the Board of Directors
of the Company (the “Board”) intends to remove the
Executive as Chairman of the Board and to designate an independent
director to serve in that capacity.
C. Whereas, the Board recognizes
that the Employment Agreement provides in Section 9(c)(ii) that the
Executive has "Good Reason" to terminate his employment upon the
failure of the Board to continue to maintain the Executive as
Chairman of the Board at all times during the term of the
Employment Agreement.
D. Whereas, the Board also
recognizes and respects the Executive’s rights under the
Employment Agreement if the Executive terminates his employment for
Good Reason.
E. Whereas, it is the
Board’s strong desire that the Executive not exercise his
Good Reason termination rights under the Employment Agreement upon
his removal as Chairman of the Board, and that the Executive
continue to serve as the Company’s President and Chief
Executive Officer.
F. Whereas, the Executive is
willing to waive, for the periods set forth in this Amendment No.
2, his right to terminate his employment under the Employment
Agreement for Good Reason by virtue of his removal as Chairman of
the Board, but not to waive his Good Reason termination rights for
any other reasons as set forth in Section 9(c) of the Employment
Agreement.
G. Whereas, in consideration of
the Executive’s waiver of his right to terminate his
employment under the Employment Agreement for Good Reason by virtue
of his removal as Chairman of the Board, the Board desires to amend
the Employment Agreement to provide that the Company will reimburse
the Executive for the reasonable legal fees incurred by the
Executive in connection with certain disputes with the Company
arising under the Employment Agreement.
NOW, THEREFORE, in consideration
of the mutual promises set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. All capitalized terms not
defined herein shall have th
