Alfacell Corporation Non-Employee Director Compensation Policy (Adopted February 8, 2007)

Summary

Alfacell Corporation's Non-Employee Director Compensation Policy outlines the annual compensation for its non-employee directors. Directors receive a $15,000 annual cash retainer, paid quarterly, and annual stock option grants, with additional options for committee chairs, members, and the vice chairman. Option grants are made annually, vest after one year of service, and expire after six years. The policy specifies that compensation replaces meeting attendance fees and that all options are issued under the company's 2004 Stock Option Plan.

EX-10.36 4 d71224_ex10-36.txt NON-EMPLOYEE DIRECTOR COMPENSATION POLICY EXHIBIT 10.36 ALFACELL CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted February 8, 2007 A summary of the compensation policy for the non-employee directors of Alfacell Corporation (the "Company") follows: Annual Cash Retainer $15,000 Paid in equal quarterly installments Annual Option Retainer 20,000 options 2007 retainer previously granted in December 2006 Committee Chairperson 10,000 options For each committee chaired Committee Member 5,000 options For each committee (unless chair of committee) Vice Chairman 100% option bonus Computation based on all options received by vice chair for board/committee memberships

The cash payments were effective as of January 1, 2007 and begin on March 31, 2007 in lieu of fees received for attending meetings in 2007. Each of the option grants described above will be made annually on the last trading day of December, provided that the 2007 retainer options were already granted in December 2006 and the initial grants for Committee Chairs, Committee Members and the Vice-Chairman were made on February 8, 2007 with the next such grants to be made on the last trading day of December 2007. The exercise price of the options will be equal the closing price of the common stock on the date of grant. The options will vest on the first anniversary of the date of grant provided that the option holder remains a director as of such anniversary, and the options will terminate on the sixth anniversary of the date of grant. The options will be granted under the 2004 Stock Option Plan.