ENZON PHARMACEUTICALS, INC.
2001 INCENTIVE STOCK PLAN
RESTRICTED STOCK UNIT AWARD
Terms and Conditions
The Company wishes to grant to Employee, effective as of the date set forth on the Notice of Grant of Award, an award
of restricted stock units of the Company’s common stock, par value $.01 per share (the “Common Stock”), on the terms and
subject to the conditions set forth in the Notice of Grant of Award, these Terms and Conditions, and the Company’s 2001
Incentive Stock Plan, as amended from time to time. As a condition to the grant of such Award, Employee accepts these Terms
1. Definitions . As used in these Terms and Conditions, the following terms have the meanings set forth below:
“Acquiring Person” means any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) who or which, together with all Affiliates and Associates of such person, is the
“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company’s then outstanding securities, but shall not
include the Company, or any subsidiary of the Company.
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the
“Award” has the meaning ascribed to such term in Section 2 hereof.
“Board” means the Board of Directors of the Company.
A “Change in Control” means:
(a) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that any person, entity or
“group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than the Company or any of its
subsidiaries, has become the benef