Exhibit 99.2
INDUCEMENT
STOCK OPTION GRANT NOTICE AND AGREEMENT
To:
Hamid Erfanian (referred to herein as “Grantee” or “you”)
WHEREAS,
Enzo Biochem, Inc. (the “Company”) desires to employ the Grantee as its Chief Executive Officer;
WHEREAS,
in an Executive Employment Agreement dated October 14, 2021 (the “Employment Agreement”), the Company has agreed to grant
the Grantee an inducement stock option award for 700,000 shares of the common stock of the Company, par value $0.01 (“Common Stock”);
and
WHEREAS,
such options will be granted on the terms and conditions set forth herein and the Grantee finds such terms and conditions to be acceptable.
NOW,
THEREFORE, in consideration of the promises and of the services performed and to be performed by the Grantee, the Company is pleased
to confirm that you have been granted Nonqualified Stock Options (the “Stock Options”), effective November 8, 2021 (the “Grant
Date”), subject to the terms and conditions set forth herein. Except as specifically provided to the contrary under this Inducement
Stock Option Grant Notice and Agreement (this “Agreement”), this Award shall be construed and administered in accordance
with the Enzo Biochem, Inc. 2011 Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. The
Award subject to this Agreement shall not be charged against the Plan’s share reserve and is being granted outside of the Plan
as an inducement award under pertinent New York Stock Exchange regulations.
1. Acceptance
of Terms and Conditions. To be eligible to receive this Award, you must acknowledge and accept this Award within 75 days after the
Grant Date in accordance with procedures established by the Company. By accepting this Agreement, you agree to be bound by the terms
and conditions herein, the Plan and any and all conditions established by the Company in connection with Awards issued under the Plan,
and you further acknowledge and agree that this Award does not confer any legal or equitable right (other than those rights constituting
the Award itself) against the Company or any Subsidiary directly or indirectly, or give rise to any cause of action at law or in equity
against the Company or any Subsidiary. If you do not accept this Award in accordance with the procedures outlined in this Paragraph and
within the 75-day period described above, the Award will be cancelled and forfeited. By accepting this Agreement, you also acknowledge
that you are fluent in the English language and have reviewed and understand the terms and conditions of this Agreement and the Plan.
2. Exercise
Right. Subject to the restrictions, limitations, terms and conditions specified in the Plan and this Agreement, the Company has granted
you as of the Grant Date the right to purchase, on the terms and conditions set forth below, 700,000 shares of Common Stock (the “Option
Shares”) at the exercise price of $3.39 (the “Exercise Price”).
3. Option
Type. This Award is comprised of Nonqualified Stock Options and is intended to conform in all respects with the Plan. This Award
is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
4. Expiration
Date. The Option Shares granted herein expire on the fifth anniversary of the Grant Date (the “Expiration Date”),
subject to earlier expiration upon certain termination of employment, as provided the Plan and the Employment Agreement.
5. Vesting.
This Award may be exercised only to the extent it has vested. Except as provided below in the Plan and the Employment Agreement, these
Option Shares will remain restricted until the end of each applicable vesting date set forth below (each, a “Vesting Date”).
The Stock Options are not transferable by the Grantee by means of sale, assignment, exchange, pledge, or otherwise. For each of the below-stated
Vesting Dates on which you continue to be employed by the Company or any of its Subsidiaries (collectively, the “Enzo Companies”),
you will vest in the below-stated percentage of the total number of Option Shares awarded in this Agreement, until you are 100% vested:
| Vesting Date | |
Vested Options Awarded | |
| November 8, 2022 | |
| 233,333 | |
| November 8, 2023 | |
| 233,333 | |
| November 8, 2024 | |
| 233,334 | |
6. Termination of
Employment and Change in Control. Notwithstanding anything contained in this Agreement to the contrary, Sections 2.3 and 5
of the Employment Agreement shall apply to the Options. Upon the occurrence of a “Change in Control,” Section 8 of
the Plan shall apply to the Options to the extent determined by the Committee in its sole discretion and without any requirement that
Grantee be treated consistently with participants under the Plan.
7.
Exercise.
This Award may be exercised in whole or in part for the number of Option Shares designated by you on either a paper form specified by
the Company or via electronic instructions to the Company’s designated agent. Any such exercise of this Award shall be accompanied
by full payment of the Exercise Price for such number of Option Shares. Payment of the Exercise Price may be made in one of the
following forms, as permitted by the Committee from time to time in its sole discretion:
a.
in cash;
b.
by surrendering previously acquired shares of Common Stock having a Fair Market Value (as defined in the Plan) at the time of exercise
equal to the Exercise Price;
c.
by certifying ownership of shares of Common Stock having a Fair Market Value at the time of exercise equal to the Exercise Price in exchange
for a reduction in the number of shares of Common Stock issuable upon the exercise of the Award; or
d.
to the extent permitted by applicable law, by delivery of irrevocable instructions to a broker to (1) promptly deliver to the Company
the amount of sale proceeds from the Stock Option shares or loan proceeds to pay the Exercise Price and any withholding taxes due to
the Company, and (2) deliver to you the balance of the Stock Option proceeds in the form of cash or shares of Common Stock (as you select;
provided, however, cash delivery is not available to active employees of the Company).
You
are required, not later than the date as of which the exercise of this Award becomes a taxable event for Federal income tax purposes,
to pay to the Company or make arrangements satisfactory to the Committee for payment of any Federal, state, and local taxes required
by law to be withheld on account of such taxable event. You may elect, subject to such terms and conditions may from time to time
be approved by the Committee in its discretion, to satisfy tax withholding obligations, in whole or in part, by having the Company withhold
such number of shares of Common Stock not in excess of the maximum amount required to satisfy federal, state and local tax withholding
attributable to the exercise of this Award.
In
connection with any payment of the Exercise Price by surrender or attesting to the ownership of shares of Common Stock, proof acceptable
to the Company shall be submitted substantiating the shares owned. The value of previously acquired shares submitted (directly
or by attestation) in payment for the Option Shares purchased upon exercise shall be equal to the aggregate Fair Market Value of such
previously acquired shares on the date of the exercise. Option Shares will be considered finally exercised on the date on which
your payment of the Exercise Price has been received by the Company. The exercise of any portion of this Award will be considered
your acceptance of all terms and conditions specified in this Agreement. You are personally responsible for the payment of all
taxes related to the exercise.
8. Forfeiture/Right
of Offset. Notwithstanding anything contained in this Agreement to the contrary, if you engage in any activity inimical, contrary
or harmful to the interests of the Company or any Subsidiary, including but not limited to any violations of the terms of the Employment
Agreement or the Plan (collectively referred to as “wrongful conduct”), then (i) this Award, to the extent it remains unexercised,
shall terminate automatically and (ii) you shall pay to the Company in cash any financial gain you realized from exercising all or a
portion of this Award. For purposes of this Paragraph 8 and Paragraph 19 below, financial gain shall equal, on each date of exercise
during the 12- month period immediately preceding such wrongful conduct, the difference between the Fair Market Value of the Common Stock
on the date of exercise and the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to that exercise
(without reduction for any shares of Common Stock surrendered or attested to) reduced by any taxes paid in countries other than the United
States with respect to such vesting and which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this
Agreement, you consent to and authorize the Company to deduct any amounts you owe to the Company under this Paragraph from any amounts
payable by the Company to you for any reason. This right of set-off is in addition to any other remedies the Company may have against
you for your breach of this Agreement. In addition, by accepting this Agreement, you consent to and authorize the Company to deduct any
amounts you owe to the Company for any reason from any amounts payable by the Company to you under this Agreement.
The
Grantee acknowledges and agrees that this Agreement and the Award described herein (and any settlement thereof) are also subject to the
terms and conditions of Company’s clawback policy as may be in effect from time to time specifically to implement Section 10D of
the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national
securities exchange on which the Common Stock may be traded) (the “Compensation Recovery Policy”), and that relevant sections
of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and
after the effective date thereof.
Notwithstanding
anything in this Agreement to the contrary, you shall not be restricted from: (i) disclosing information that is required to be disclosed
by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by
law, you shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order
prior to any such required disclosure by you; or (ii) reporting possible violations of the laws of your country or of United States federal,
state, or local law or regulation to any governmental agency or commission (each a “Government Agency”), filing a charge
or complaint with the Equal Employment Opportunity Commission or any other Government Agency, participating in any investigation or proceeding
that may be conducted by any Government Agency, including providing documents or other information, or making other disclosures that
are protected under the whistleblower provisions of the laws of your country or of United States federal, state, or local law or regulation.
In the event of (ii), you shall not need the prior authorization of the Company to make any such reports or disclosures, you shall not
be required to notify the Company that you have made such reports or disclosures, and you acknowledge that you have waived your right
to receive any monetary payment from the Company in connection with any such reports or disclosures or any ensuing charge or investigation.
You
are hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal
or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose
of reporting or investigating a suspected violation of law or (B) made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer
for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret
information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose
the trade secret, except as permitted by court order.
9. Adjustments.
This Award is subject to adjustment pursuant to Section 10(c) of the Plan.
10. Rights
as a Stockholder. You shall have no rights as a stockholder of the Company in respect of the Option Shares, including the right to
vote, until and unless the Option Shares have vested and unless ownership of such Option Shares has been transferred to you.
11. Public
Offer Waiver. By voluntarily accepting this Award, you acknowledge and understand that your rights under the Plan are offered to
you strictly as an employee of the Enzo Companies and that this Award of Option Shares is not an offer of securities made to the general
public.
12. Transferability
of Option Shares. The Company reserves the right to place transfer restrictions on Common Stock received by you pursuant to this
Award as necessary to comply with applicable securities laws.
13. Conformity
with the Plan and Share Retention Requirements. This Award shall be construed and administered in accordance with the Plan, the terms
of which are hereby incorporated by reference, including but not limited to the provisions with respect to the powers of the Committee
to interpret this Award and adjust its terms. Except as specifically provided to the contrary under this Agreement, capitalized terms
not otherwise defined herein shall have the meanings set forth for such terms in the Plan. By your acceptance of this Agreement, you
agree to be bound by all of the terms of this Agreement, the provisions of the Plan incorporated herein and the share ownership.
14. Interpretations.
Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction
or application of the terms of this Agreement or the Plan will be determined and resolved by the Committee or its authorized delegate.
Such determination or resolution by the Committee or its authorized delegate will be final, binding and conclusive for all purposes.
15. No
Rights to Continued Employment. By voluntarily acknowledging and accepting this Award, you acknowledge and understand that this Award
shall not form part of any contract of employment between you and any of the Enzo Companies. Nothing in the Agreement or the Plan confers
on any Grantee any right to continue in the employ of the Enzo Companies or in any way affects the Enzo Companies’ right to terminate
the Grantee’s employment without prior notice at any time or for any reason. You further acknowledge that this Award is for future
services to the Enzo Companies and is not under any circumstances to be considered compensation for past services.
16. Consent
to Transfer Personal Data. By accepting this Award, you voluntarily acknowledge and consent to the collection, use, processing and
transfer of personal data as described in this Paragraph and in accordance with the Company’s privacy policies. You are not obliged
to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your
ability to participate in the Plan. The Company holds certain personal information about you, that may include your name, home address
and telephone number, fax number, email address, family size, marital status, sex, beneficiary information, emergency contacts, passport
/ visa information, age, language skills, driver’s license information, date of birth, birth certificate, social security number
or other employee identification number, nationality, C.V. (or resume), wage history, employment references, job title, employment or
severance contract, current wage and benefit information, personal bank account number, tax related information, plan or benefit enrollment
forms and elections, option or benefit statements, any shares of Common Stock or directorships in the Company, details of all options
or any other entitlements to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s
favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its Subsidiaries will transfer
Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan,
and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management
of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation
in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent
holding of shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Common
Stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents
herein in writing by contacting the Company; however, withdrawing your consent may affect your ability to participate in the Plan.
17. Miscellaneous.
a. Modification.
This Award is documented by the records of the Committee or its delegate which shall be the final determinant of the number of shares
granted and the conditions of this Agreement. The Committee may amend or modify this Award in any manner to the extent that the Committee
would have had the authority under the Plan initially to grant such Award, provided that no such amendment or modification shall materially
and adversely impair your rights under this Agreement without your consent, unless the Committee reasonably determines that such amendment
or modification is necessary to comply with Section 10D of the Exchange Act. Except as in accordance with the two immediately preceding
sentences and Paragraph 20, this Agreement may be amended, modified or supplemented only by agreement of both parties as evidenced in
writing or in electronic form as agreed to by the parties.
b. Governing
Law. All matters regarding or affecting the relationship of the Company and its stockholders shall be governed by the General Corporation
Law of the State of New York. All other matters arising under this Agreement including matters of validity, construction and interpretation,
shall be governed by the internal laws of the State of New York, without regard to any state’s conflict of law principles. You
and the Company agree that all claims in respect of any action or proceeding arising out of or relating to this Agreement shall be heard
or determined in any state or federal court sitting in New York, and you agree to submit to the jurisdiction of such courts, to bring
all such actions or proceedings in such courts and to waive any defense of inconvenient forum to such actions or proceedings. A final
judgment in any action or proceeding so brought shall be conclusive and may be enforced in any manner provided by law.
c. Successors
and Assigns. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of the respective successors
and permitted assigns of the parties hereto whether so expressed or not.
d. Severability.
Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
e. Impact
Upon Termination of Employment. By voluntarily acknowledging and accepting this Award, you agree that no benefits accruing under
the Plan will be reflected in any severance or indemnity payments that the Company may make or be required to make to you in the future,
regardless of the jurisdiction in which you may be located.
18. Cooperation.
You agree that in all events following your termination of employment you will cooperate in the effort to effect an orderly, smooth,
and efficient transition of your duties and responsibilities to such individual(s) as the Enzo Companies may direct. You shall also cooperate
with reasonable requests made by or on behalf of the Enzo Companies for information with respect to the operations, practices, and policies
of the Enzo Companies or your former job responsibilities, including in connection with matters arising out of your service to the Enzo
Companies without limitation and any litigation matters; provided, that following termination of your employment, the Enzo Companies
will make reasonable efforts to minimize disruption of your other activities and will reimburse you for reasonable expenses incurred
in connection with your cooperation. The requirements of this Paragraph 18 shall continue until the third anniversary of the Grant Date.
19. Confidentiality.
You agree that you will not disclose the existence or terms of this Agreement to any other employees of the Company or third parties
with the exception of your accountants, attorneys, financial advisors, spouse, or domestic partner, and shall ensure that none of them
discloses such existence or terms to any other person, except as required by applicable law. If the existence or terms of this Agreement
are disclosed by you other than as provided above, then at the discretion of the Company (i) Option Shares, to the extent they remain
subject to restriction, shall terminate automatically, (ii) you shall return to the Company all shares of Common Stock that you have
not disposed of that were delivered pursuant to this Agreement within a period of one year prior to the date of such disclosure, reduced
by a number of shares equal to the quotient of (A) any taxes paid in countries other than the United States with respect to the vesting
or delivery of the Option Shares covering such shares that are not otherwise eligible for refund from the taxing authority divided by
(B) the Fair Market Value of a share of Common Stock on the date of the return of such shares, and (iii) with respect to any shares of
Common Stock that you have disposed of that were delivered pursuant to this Agreement within a period of one year prior to the date of
such disclosure, you shall pay to the Company in cash any financial gain you received with respect to such shares.
20. Amendment.
By accepting this Award, you agree that the granting of the Award is at the discretion of the Committee and that acceptance of this Award
is no guarantee that future Awards will be granted under the Plan. Notwithstanding anything in this Agreement or the Plan to the contrary,
this Award may be amended by the Company without the consent of the Grantee, including but not limited to modifications to any of the
rights granted to the Grantee under this Agreement, at such time and in such manner as the Company may consider necessary or desirable
to reflect changes in law. The Grantee understands that the Company may amend, resubmit, alter, change, suspend, cancel, or discontinue
the Plan at any time without limitation.
21. Plan
Document. A copy of the Plan can be requested from the Compensation Committee, c/o Corporate Secretary, Enzo Biochem, Inc., 527 Madison
Ave., New York, New York 10022.
22. Electronic
Delivery. By accepting this Award, you consent to accept electronic delivery of any documents that the Company may be required to
deliver (including, but not limited to, grant or award notifications and agreements, account statements, and any other forms or communications
related to this Award or the Plan) via Company e-mail or any other electronic system established and maintained by the Company or a third
party designated by the Company.
23. Employment
Agreement. This Award is in full satisfaction of the Company’s obligations with respect to the inducement award of stock options
set forth in the Employment Agreement. If any provisions with respect to the inducement award of stock options set forth in the Employment
Agreement conflict with the provisions set forth in this Inducement Stock Option Grant Notice and Agreement, the provisions set forth
herein shall override such conflicting provisions set forth in the Employment Agreement.
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