Enzo Biochem, Inc. Summary of Non-Employee Director Compensation

Summary

This document outlines the compensation plan for non-employee directors of Enzo Biochem, Inc. Non-employee directors receive annual cash fees, per-meeting payments for board and committee participation, and equity awards in the form of restricted stock units, subject to a two-year vesting period. The Lead Independent Director receives higher compensation and more restricted stock units than other non-employee directors. Compensation is paid annually from August to July, and directors are reimbursed for travel and related expenses. Equity awards replace previous annual stock option grants under the company's 2005 Equity Compensation Incentive Plan.

EX-10.1 3 c39738_ex10-1.txt EXHIBIT 10.1 ENZO BIOCHEM, INC. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION CASH COMPENSATION Annual Fee: Lead Independent Director $50,000 per year All Other Non-Employee Directors $20,000 per year Meetings of the Board of Directors (telephonic or in person): Lead Independent Director $2,000 per meeting All Other Non-Employee Directors $2,000 per meeting Meetings of Board Committees (telephonic or in person): Lead Independent Director $1,500 per meeting Audit Committee Chair $2,000 per meeting Other Audit Committee Members $1,000 per meeting Compensation Committee Chair $1,500 per meeting Other Compensation Committee Members $1,000 per meeting Nominating/Governance Committee Chair $1,500 per meeting Other Nominating/Governance Committee Members $1,000 per meeting

EQUITY COMPENSATION Subject to limits in the Company's 2005 Equity Compensation Incentive Plan, the Compensation Committee has the discretion to determine the form, amount and terms of equity incentive awards under the plan to non-employee directors. The Lead Independent Director will receive 10,000 restricted stock units immediately following the date of the next annual meeting of the Company's shareholders, provided such person is a director of the Company at such time. All other non-employee directors will receive 5,000 restricted stock units immediately following the date of the next annual meeting of the Company's shareholders, provided such person is a director of the Company at such time. Each of the restricted stock units referred to above shall be subject to a two-year vesting period; provided that at the time any non-employee director ceases to be a director of the Company, such non-employee director's restricted stock units shall become fully vested at such time. Such restricted stock unit grants will be made in lieu of the automatic annual stock option grants the non-employee directors would have received at such time under the terms of the Company's 2005 Equity Compensation Incentive Plan. OTHER INFORMATION Non-employee directors' compensation is paid based on an August to July annual period. The Company reimburses directors for their travel and related expenses in connection with attending meetings of the Board of Directors and Board-related activities.