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.
