1996 INDEPENDENT DIRECTORS STOCK PLAN
1. Purpose and Persons Covered. The purpose of the 1996 Independent Directors Stock Plan of Enzon, Inc. is
to provide compensation to Independent Directors for serving on the Board and align their economic interests
more closely with those of Enzon shareholders.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the $.01 par value Common Stock of the Company.
(c) "Company" shall mean Enzon Inc., a Delaware corporation.
(d) "Compensation Committee" shall mean the Compensation Committee of the Board.
(e) "Fair Market Value" of a Share of Common Stock as of a specified date shall mean (i) the last reported sale
price of a Share on the NASDAQ National Market on such date or if no Shares are traded on such date, such
last reported sale price on the next following date on which such Shares are traded, or (ii) the closing price of a
Share on the principal securities exchange on which such Shares are traded on such date or if no Shares are
traded on such date, such closing price on the next following date on which such Shares are traded, or (iii) if the
Shares are not traded on the NASDAQ National Market or on a securities exchange, the average of the high bid
and low asked prices of the Shares in the over-the-counter market on such date or if no such prices are recorded
on such date, the next following date on which such high bid and low asked prices are recorded. If the Shares are
not publicly traded, Fair Market Value shall be determined in good faith by the Board.
(f) "Independent Directors" shall mean members of the Board who are not officers and/or employees of the
(g) "Plan" shall mean this Enzon, Inc. 1996 Independent Directors Stock Plan.
(h) "Share" shall mean one share of Common Stock.
3. Administrator. The Plan shall be administered, construed and interpreted by the Compensation Committee or
4. Eligibility. All Independent Directors shall particip