Exhibit 10.3
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”), and Barry W. Weiner, Shahla Rabbani Weiner,
and Robert H. Cohen, as trustees under The Elazar Rabbani 1998
Irrevocable Insurance Trust Agreement (Existing Insurance), dated
December 10, 1998 (hereinafter the “Trust”), and is
acknowledged and agreed to by Elazar Rabbani, an individual
residing in the State of New York (hereinafter referred to as the
“Employee”).
WITNESSETH
THAT:
WHEREAS, the
Employee is employed by the Company; and
WHEREAS, the Company 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”); and
WHEREAS, on December 10, 1998, the
Company and Employee entered into a Split Dollar Agreement
(hereinafter referred to as the “SDA”) whereby Company
agreed to pay the premiums due under the Policies, the Company is
entitled upon termination of the SDA to an amount equal to the sum
of the cash value on the date of the SDA plus the sum of the
Company’s net contributions and the Employee and the
beneficiaries from time to time designated by the Employee are
entitled to all other proceeds; and
WHEREAS, on December 30, 1998, the Employee
executed an Absolute Assignment of Interest in Split Dollar
Agreement whereby the Employee transferred the Employee’s
entire interest in the Policies under the terms of the SDA to the
Trust; and
WHEREAS, on June
30, 2008, pursuant to Article VII of the SDA, the Trust
provided
notice to the Company of its
intent to terminate the SDA as to the Policies; and
WHEREAS, pursuant to Article IV of the SDA, the
Trust has agreed to pay the Company Six Hundred and Seven Thousand
Three Hundred and Ten Dollars and Seventeen Cents ($607,310.17), no
later than July 31, 2008, as the sum of the premiums paid by the
Company on the Policies and the cash value of the Policies on the
date of the SDA; and
WHEREAS, in anticipation of the Trust’s
reimbursement of the premiums on the Policies paid by the Company
and the cash value of the Policies on the date of the SDA, the
Company has assigned the Policies to the Trust;
NOW THEREFORE, in consideration of the payment
to the Company by the Trust, the assignment of the Policies to the
Trust, and the mutual promises contained herein, the parties hereto
agree as follows:
1.
Ownership of Policies
.
The Trust 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
Poli
