Unassociated Document


    SENESCO
TECHNOLOGIES, INC.

     

    STOCK OPTION
AGREEMENT

     

    RECITALS

     

    A.           The
Board has adopted the Plan for the purpose of retaining the services of selected
employees who provide services to the Corporation (or any Parent or
Subsidiary).

     

    B.           Optionee
is to render valuable services to the Corporation (or a Parent or Subsidiary),
and the Committee has approved the grant of an option to Optionee pursuant to
this Agreement.

     

    C.           All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix.

     

    NOW, THEREFORE, it is hereby
agreed as follows:

     

    1.           Grant of
Option.  The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified in
the Grant Notice.  The Option Shares shall be purchasable from time to
time during the option term specified in Paragraph 2 at the Exercise
Price.

     

    2.           Option
Term.  This option shall have a maximum term of five (5) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 of this Agreement or the provisions of the Plan.

     

    3.           Limited
Transferability.   This option shall be neither
transferable nor assignable by Optionee other than by will or the laws of
inheritance following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee.

     

    4.           Dates of
Exercise.  This option shall become exercisable for the Option
Shares in one or more installments in accordance with the Exercise Schedule set
forth in the Grant Notice.  As the option becomes exercisable for such
installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5 or 6.

     

    5.           Termination
of Service.  The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become
applicable:

     

    (a)                  Should
Optionee cease to remain in Service with the Corporation (or any Parent or
Subsidiary) for any reason (other than death, Permanent Disability or
Misconduct) while this option is outstanding, then Optionee shall have a three
(3)-month period measured from the date of such cessation of Service during
which to exercise this option, but in no event shall this option be exercisable
at any time after the Expiration Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)                  Should
Optionee die while this option is outstanding, then this option may be exercised
by (i) the personal representative of Optionee’s estate or (ii) the person or
persons to whom the option is transferred pursuant to Optionee’s will or the
laws of inheritance following Optionee’s death.  Any such right to
exercise this option shall lapse, and this option shall cease to be outstanding,
upon the earlier of (i) the expiration of the twelve (12)-month period measured
from the date of Optionee’s death or (ii) the Expiration Date.

     

    (c)                  Should
Optionee cease to remain in Service by reason of Permanent Disability while this
option is outstanding, then Optionee shall have a twelve (12)-month period
measured from the date of such cessation of Service during which to exercise
this option.  In no event shall this option be exercisable at any time
after the Expiration Date.

     

    (d)                  During
the limited period of post-employment exercisability, this option may not be
exercised in the aggregate for more than the number of Option Shares for which
this option is, at the time of Optionee’s termination of Service, exercisable
pursuant to the Exercise Schedule specified in the Grant Notice or the
provisions of the Plan.  This option shall not become exercisable for
any additional Option Shares, whether pursuant to the normal Exercise Schedule
specified in the Grant Notice or the provisions of the Plan, following
Optionee’s termination of Service, except to the extent (if any) specifically
authorized by the Plan Administrator pursuant to an express written agreement
with Optionee.  Upon the expiration of such limited exercise period or
(if earlier) upon the Expiration Date, this option shall terminate and cease to
be outstanding for any exercisable Option Shares for which the option has not
otherwise been exercised.

     

    (e)                  Should
Optionee’s Service with the Corporation (or any Parent or Subsidiary) be
terminated for Misconduct or should Optionee otherwise engage in any Misconduct
while this option is outstanding, then this option shall terminate immediately
and cease to remain outstanding.

     

    6.           Change in
Control.

     

    (a)                  This
option to the extent outstanding at the time of a Change in Control but not
otherwise fully exercisable, shall automatically accelerate so that such option
shall, immediately prior to the effective date of that Change in Control, become
exercisable for all the shares of Common Stock at the time subject to this
option and may be exercised for any or all of those shares as fully vested
shares of Common Stock.  However, this option shall not become
exercisable on an accelerated basis if and to the extent this option is, in
connection with the Change in Control, to be assumed by the successor
corporation (or parent thereof) or otherwise continued in full force and effect
pursuant to the terms of the Change in Control transaction or such option is
replaced with a cash retention program of the successor corporation that
preserves the spread existing at the time of the Change in Control on the shares
of Common Stock as to which the option is not otherwise exercisable and provides
for the subsequent vesting and payment of that spread in accordance with the
same Exercise Schedule applicable to those shares.

     

    
      
         

      

      
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    (b)                  Immediately
following the consummation of the Change in Control, this option shall terminate
and cease to be outstanding, except to the extent this option is assumed by the
successor corporation (or parent thereof) in connection with the Change in
Control or is otherwise continued in full force and effect pursuant to the terms
of the Change in Control transaction.

     

    (c)                  If
this option is assumed in connection with a Change in Control or is otherwise
continued in full force and effect, then this option shall be appropriately
adjusted, immediately after such Change in Control, to apply to the number and
class of securities which would have been issuable to Optionee in consummation
of such Change in Control had the option been exercised immediately prior to
such Change in Control, and appropriate adjustments shall also be made to the
Exercise Price, provided the
aggregate Exercise Price shall remain the same. To the extent the actual holders
of the Corporation’s outstanding Common Stock receive cash consideration for
their Common Stock in consummation of the Change in Control transaction, the
successor corporation may, in connection with the assumption or continuation of
this option and subject to the Plan Administrator's approval, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Change in Control
transaction, provided such common stock is readily traded on an established U.S.
securities exchange or market.

     

    (d)                  This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

     

    7.           Adjustment
in Option Shares.  Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, spin-off transaction or other change
affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration or should the value of outstanding shares of Common
stock be substantially reduced as a result of a spin-off transaction or an
extraordinary dividend or distribution or should there occur any merger,
consolidation or other reorganization (other than a Change in Control), then
equitable adjustments shall be made to (i) the total number and/or class of
securities subject to this option and (ii) the Exercise Price in such manner as
the Committee deems appropriate.

     

    8.           Stockholder
Rights.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

     

    
      
         

      

      
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    9.    Manner of
Exercising Option.

     

    (a)                  In
order to exercise this option with respect to all or any part of the Option
Shares for which this option is at the time exercisable, Optionee (or any other
person or persons exercising the option) must take the following
actions:

     

    (i)           Execute
and deliver to the Corporation a Notice of Exercise for the Option Shares for
which the option is exercised or comply with such other procedures as the
Corporation may establish for notifying the Corporation of the exercise of this
option for one or more Option Shares.

     

    (ii)           Pay
the aggregate Exercise Price for the purchased shares in one or more of the
following forms:

     

    (A)           cash
or check made payable to the Corporation;

     

    (B)           shares
of Common Stock (whether delivered in the form of actual stock certificates or
through attestation of ownership) held for the requisite period (if any)
necessary to avoid any resulting charge to the Corporation’s earnings for
financial reporting purposes and valued at Fair Market Value on the Exercise
Date; or

     

    (C)           through
a special sale and remittance procedure pursuant to which Optionee (or any other
person or persons exercising the option) shall concurrently provide irrevocable
instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation
for purposes of administering such procedure in accordance with the
Corporation’s pre-clearance/pre-notification policies) to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable
income and employment taxes required to be withheld by the Corporation by reason
of such exercise and (ii) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm on such settlement date in
order to complete the sale.

     

    Except to
the extent the sale and remittance procedure is utilized in connection with the
option exercise, payment of the Exercise Price must accompany the Notice of
Exercise (or other notification procedure) delivered to the Corporation in
connection with the option exercise.

     

    (iii)           Furnish
to the Corporation appropriate documentation that the person or persons
exercising the option (if other than Optionee) have the right to exercise this
option.

     

    
      
         

      

      
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    (iv)           Make
appropriate arrangements with the Corporation (or Parent or Subsidiary employing
Optionee) for the satisfaction of all applicable income and employment tax
withholding requirements applicable to the option exercise.

     

    (b)                  As
soon as practical after the Exercise Date, the Corporation shall issue to or on
behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares, with the appropriate legends
affixed thereto.

     

    (c)                  In
no event may this option be exercised for any fractional shares.

     

    10.           Compliance
with Laws and Regulations.

     

    (a)                  The
exercise of this option and the issuance of the Option Shares upon such exercise
shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if applicable)
on which the Common Stock may be listed for trading at the time of such exercise
and issuance.

     

    (b)                  The
inability of the Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful issuance and
sale of any Common Stock pursuant to this option shall relieve the Corporation
of any liability with respect to the non-issuance or sale of the Common Stock as
to which such approval shall not have been obtained.  The Corporation,
however, shall use its best efforts to obtain all such approvals.

     

    11.           Successors
and Assigns.  Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Corporation and its successors and assigns and Optionee,
Optionee’s assigns, the legal representatives, heirs and legatees of Optionee’s
estate.

     

    12.           Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee’s signature line on the Grant
Notice.  All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

     

    13.           Construction.  This
Agreement and the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the
Plan.  All decisions of the Committee with respect to any question or
issue arising under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in this option.

     

    
      
         

      

      
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    14.           Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Delaware without resort
to that State’s conflict-of-laws rules.

     

    15.           Excess
Shares.  If the Option Shares covered by this Agreement exceed,
as of the Grant Date, the number of shares of Common Stock which may without
stockholder approval be issued under the Plan, then this option shall be void
with respect to those excess shares, unless stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the provisions of the Plan.  In no
event shall the Option be exercisable with respect to any of the excess Option
Shares unless and until such stockholder approval is obtained.

     

    16.           Additional
Terms Applicable to an Incentive Option.  In the event this
option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

     

    (a)                  This
option shall cease to qualify for favorable tax treatment as an Incentive Option
if (and to the extent) this option is exercised for one or more Option Shares:
(A) more than three (3) months after the date Optionee ceases to be an employee
for any reason other than death or Permanent Disability or (B) more than twelve
(12) months after the date Optionee ceases to be an employee by reason of
Permanent Disability.

     

    (b)                  No
installment under this option shall qualify for favorable tax treatment as an
Incentive Option if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which such installment
first becomes exercisable hereunder would, when added to the aggregate value
(determined as of the respective date or dates of grant) of the Common Stock or
other securities for which this option or any other Incentive Options granted to
Optionee prior to the Grant Date (whether under the Plan or any other option
plan of the Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate.  Should such One Hundred Thousand Dollar ($100,000)
limitation be exceeded in any calendar year, this option shall nevertheless
become exercisable for the excess shares in such calendar year as a
Non-Statutory Option.

     

    (c)                  Should
Optionee hold, in addition to this option, one or more other options to purchase
Common Stock which become exercisable for the first time in the same calendar
year as this option, then for purposes of the foregoing limitations on the
exercisability of such options as Incentive Options, this option and each of
those other options shall be deemed to become first exercisable in that calendar
year, on the basis of the chronological order in which such options were
granted, except to the extent otherwise provided under applicable law or
regulation.

     

    
      
         

      

      
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    APPENDIX

     

    The
following definitions shall be in effect under the Agreement:

     

    A.           Agreement
shall mean this Stock Option Agreement.

     

    B.           Board
shall mean the Corporation’s Board of Directors.

     

    C.           Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

     

    (i)           a
merger, consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction;

     

    (ii)           a
sale, transfer or other disposition of all or substantially all of the
Corporation’s assets;

     

    (iii)           the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) becomes directly or indirectly (whether as a result of a single
acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) the beneficial owner
(within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing (or convertible into or exercisable for securities
possessing) fifty percent (50%) or more of the total combined voting power of
the Corporation’s securities (as measured in terms of the power to vote with
respect to the election of Board members) outstanding immediately after the
consummation of such transaction or series of related transactions, whether such
transaction involves a direct issuance from the Corporation or the acquisition
of outstanding securities held by one or more of the Corporation’s existing
stockholders; or

     

    (iv)           a
change in the composition of the Board over a period of twelve (12) consecutive
months or less such that a majority of the Board members ceases, by reason of
one or more contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since the
beginning of such period or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board approved
such election or nomination.

     

    
      
         

      

      
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    D.           Code
shall mean the Internal Revenue Code of 1986, as amended.

     

    E.           Committee
shall mean the committee of the Board acting in its capacity as administrator of
the Plan.

     

    F.           Common
Stock shall mean shares of the Corporation’s common stock.

     

    G.           Corporation
shall mean Senesco Technologies, Inc., a Delaware corporation, and any successor
corporation to all or substantially all of the assets or voting stock of Senesco
Technologies, Inc. which shall by appropriate action adopt the
Plan.

     

    H.           Exercise
Date shall mean the date on which the option shall have been exercised in
accordance with Paragraph 9 of the Agreement.

     

    I.           Exercise
Price shall mean the exercise price per Option Share as specified in the
Grant Notice.

     

    J.           Exercise
Schedule shall mean the schedule set forth in the Grant Notice pursuant
to which the option is to become exercisable for the Option Shares in one or
more installments over the Optionee’s period of Service.

     

    K.           Expiration
Date shall mean the date on which the option expires as specified in the
Grant Notice.

     

    L.           Fair
Market Value per share of Common Stock on any relevant date shall be the
closing selling price per share of Common Stock at the close of regular hours
trading (i.e., before after-hours trading begins) on date on question on the
Stock Exchange serving as the primary market for the Common Stock, as such price
is reported by the National Association of Securities Dealers (if primarily
traded on the Nasdaq Global or Global Select Market) or as officially quoted in
the composite tape of transactions on any other Stock Exchange on which the
Common Stock is then primarily traded. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such quotation
exists.

     

    M.           Grant
Date
shall mean the date of grant of the option as specified in the Grant
Notice.

     

    N.           Grant
Notice shall mean the Notice of Grant of Stock Option accompanying the
Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.

     

    O.           Incentive
Option shall mean an option which satisfies the requirements of Code
Section 422.

     

    
      
         

      

      
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    P.           Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by
Optionee, any unauthorized use or disclosure by Optionee of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by Optionee adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner.  The foregoing definition shall not in any way preclude or
restrict the right of the Corporation (or any Parent or Subsidiary) to discharge
or dismiss Optionee or any other person in the service of the Corporation (or
any Parent or Subsidiary) for any other acts or omissions, but such other acts
or omissions shall not be deemed, for purposes of the Plan or this Agreement, to
constitute grounds for termination for Misconduct.

     

    Q.           1934
Act shall mean the
Securities Exchange Act of 1934, as amended.

     

    R.           Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

     

    S.           Notice of
Exercise shall mean the notice of option exercise in the form prescribed
by the Corporation.

     

    T.           Option
Shares shall mean the number of shares of Common Stock subject to the
option as specified in the Grant Notice.

     

    U.           Optionee
shall mean the person to whom the option is granted as specified in the Grant
Notice.

     

    V.           Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    W.           Permanent
Disability shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which is expected to result in death or to be of continuous
duration of twelve (12) months or more.

     

    X.           Plan
shall mean the Corporation’s 2008 Incentive Compensation Plan.

     

    Y.           Plan
Administrator shall mean either the Board or a committee of the Board or
individual authorized to act as administrator of the Plan.

     

    Z.           Stock
Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange.

     

    AA.        Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    
      
         

      

      
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