Unassociated Document


    


    CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE

    


    THIS CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made by and between
Senesco Technologies, Inc. (the “Company”) and Bruce C. Galton
(“Executive”).

    


    WHEREAS, Executive has been
employed as the President and Chief Executive Officer of the
Company;

    


    WHEREAS, the Company and the
Executive mutually desire to terminate Executive’s employment, such termination
to be effective November 16, 2009 (“Date of Termination”);

    


    WHEREAS, in conjunction with
the termination of Executive’s employment, the parties have agreed to a
separation package and the resolution of any and all disputes between
them;

    


    NOW, THEREFORE, IT IS HEREBY
AGREED by and between Executive and the Company as follows:

    


    1.           Executive,
for and in consideration of the commitments of the Company as set forth in
paragraph 4 of this Agreement, and intending to be legally bound, does hereby
REMISE, RELEASE AND FOREVER
DISCHARGE the Company, its affiliates, subsidiaries and parents, and its
and their officers, directors, Executives, and agents, and its and their
respective successors and assigns, heirs, executors, and administrators
(collectively, “Releasees”) from any and all waivable causes of action, suits,
debts, claims and demands whatsoever in law or in equity, which Executive ever
had, now has, or hereafter may have, whether known or unknown, or which his
heirs, executors, or administrators may have, by reason of any matter, cause or
thing whatsoever, from the beginning of his employment to the date of this
Agreement, and particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to his employment
relationship with the Company, the terms and conditions of that employment
relationship, and the termination of that employment relationship, including,
but not limited to, any claims arising under Title VII of the Civil Rights Act
of 1964, as
amended, 42 U.S.C. § 2000e et seq., the Americans
with Disabilities Act, 29 U.S.C. § 706 et seq., the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq., the Family
and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the New Jersey
Law Against Discrimination, N.J.S.A. 10:5-1 et seq., the New Jersey
Conscientious Employee Protection Act, N.J.S.A. 34:19-1
et seq., the New Jersey
Family Leave Act, N.J.S.A. 34:11B-1
et seq. and the common
law of the State of New Jersey, and all other claims under any federal, state or
local common law, statutory, or regulatory provision, now or hereafter
recognized, and any claims for attorneys’ fees and costs.  This
Agreement is effective without regard to the legal nature of the claims raised
and without regard to whether any such claims are based upon tort, equity,
implied or express contract or discrimination of any sort.  Executive
further agrees and covenants that should any person, organization, or other
entity file, charge, claim, sue, or cause or permit to be filed any civil
action, suit or legal proceeding involving any such matter occurring at any time
in the past, Executive will not seek or accept any personal relief in such civil
action, suit or legal proceeding. In addition, the Company, for and in
consideration of the commitments of the Executive, as set forth herein and
intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER
DISCHARGE the Executive, and his respective successors and assigns,
heirs, executors, and administrators from any and all known or unknown waivable
causes of action, suits, debts, claims and demands whatsoever in law or in
equity, which the Company ever had, or now has, by reason of any matter, cause
or thing whatsoever, from the beginning of the Executive’s employment to the
date of this Agreement.  Notwithstanding the foregoing, Executive
expressly acknowledges that nothing contained in this Agreement shall waive or
release any claims arising out of or related to any act or omission by Executive
constituting a crime, fraud or a material violation of any law, rule, or
regulation of any applicable regulatory or self-regulatory entity.

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 1 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Executive
agrees to resign as President and Chief Executive Officer of the Company and as
a director of the Company.  Executive further agrees and recognizes
that his employment with the Company has been permanently and irrevocably
severed, that he shall not seek employment with the Company at any time in the
future, and that the Company has no obligation to employ him in the
future.

     

    3.           The
Company agrees to direct its employees to and the Executive agrees that he will
not, as applicable, disparage or subvert the other, or make any statement
reflecting negatively on the Executive or Company, its affiliated corporations
or entities, its or their officers, directors, employees, agents or
representatives, including, but not limited to, any matters relating to the
operation or management of the Company, Executive’s employment and the
termination of his employment, irrespective of the truthfulness or falsity of
such statement.  Nothing in this Paragraph shall preclude the Company
or the Executive from communicating or testifying truthfully to the extent
expressly required or protected by law, or by the proper inquiry of a state or
federal governmental agency, or by a subpoena to testify issued by a court of
competent jurisdiction.

     

    4.           In
consideration for Executive’s agreement as set forth herein, the Company shall
agree to do the following after the expiration of the revocation period set
forth in Section 15(g):

     

    (a)           The
Company will continue to pay Executive’s base salary (at the rate in effect on
the Date of Termination) for a period of four months.  The first such
payment will be made at the next normal payroll schedule, but no sooner than
after the expiration of the time required in Section 15(g).  All
subsequent payments will be made in accordance with the Company’s normal payroll
schedule for salaried employees.  All payments will be subject to
applicable federal and state withholdings and deductions which are authorized or
required by law.  Executive’s right to such continued salary payments
shall be treated, for purposes of Section 409A of the Internal Revenue Code (the
“Code”) as a right to a series of separate payments.  The severance
arrangement under this Agreement is intended to qualify for the exemption from
deferred compensation for separation pay plans pursuant to Treasury Regulations
1.409A-1(b)(9)(iii), and shall be reported for tax purposes
accordingly.

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 2 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           In
the event Executive and his spouse and eligible dependents elect continuation of
medical care coverage under the Company’s group health plans pursuant to their
COBRA rights, the Company will pay the COBRA premiums for continuation of his
and his spouse and eligible dependents group health insurance coverage for a
period of four months.

     

    (c)           All
currently outstanding equity awards made to Executive during his course of
employment are set forth on Exhibit
A.  To the extent any of the awards are stock options, each of
those options to the extent vested as of the Date of Termination shall remain
exercisable for the underlying shares of Common Stock until the expiration date
of such option as set forth in the applicable stock option agreement evidencing
such option.  To the extent any such options were intended to qualify
as incentive stock options under Code Section 422, such options will be treated
as nonqualified options and accordingly, Executive shall recognize ordinary
income upon exercise of such options and such income shall be subject to
withholding of applicable taxes by the Company.  Executive shall not
vest further in any such options following the Date of Termination and the
options, to the extent unvested shall terminate as of the Date of
Termination.  The 2009 Short Term Incentive Plan restricted stock unit
awards will vest upon the later of (i) the execution of this Agreement or (ii)
two days after the Company files its Form 10-Q for the quarter ended September
30, 2009 and the shares of Common Stock underlying such award shall be issued at
the time or times specified in the applicable award agreement.  The
Long Term Incentive Plan restricted stock unit awards shall expire on November
16, 2009 and Executive shall not be entitled to any shares pursuant to such
award.  The Company shall withhold all applicable taxes in connection
with the exercise of any options or the vesting of the restricted stock
units.

     

    (d)           Pay
Executive for 13 unused but accrued vacation days within 30 days of the
expiration of the time required in Section 15(g).  (Executive was paid
$980.80 per day and, accordingly, will be paid $12,750.40.)

     

    (e)           Reimburse
Executive for all documented and unreimbursed business expenses incurred by the
Executive through November 13, 2009 within 10 days of the expiration of the time
required in Section 15(g).

     

    5.           Executive
understands and agrees that the payments, benefits and agreements provided in
Paragraph 4 of this Agreement are being provided to him in consideration for his
acceptance and execution of and in reliance upon his representations in this
Agreement.  Executive acknowledges that if he had not executed this
Agreement containing a release of all claims against the Company, he would not
have been entitled to the severance payment referred to in Paragraph 4
above.

     

    6.           Executive
acknowledges and agrees that the Company previously has satisfied any and all
obligations owed to him.  Further, except as set forth expressly
herein, Executive acknowledges that no promises or representations have been
made to him in connection with the termination of his employment, or the terms
of this Agreement.

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 3 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.           This
Agreement supersedes any and all prior agreements or understandings, whether
written or oral, between the parties to the extent this Agreement is
inconsistent with the terms or conditions of any such prior agreements or
understandings, except that this Agreement does not affect any non-competition,
non-solicitation or confidentiality agreements or obligations of Executive or
any agreements or obligations of Executive relating to the intellectual property
or proprietary information or rights of the Company as listed on Exhibit
B.  The Executive hereby acknowledges his continuing
obligations under the agreements that he entered into with the Company as listed
on Exhibit
B.

     

    8.           Notwithstanding
anything else herein to the contrary, nothing in this Agreement or otherwise
shall be deemed to waive the Executive’s right to indemnification (arising as a
matter of state law, under the Company’s by laws or certificate of
incorporation) as provided for in that certain Indemnification Agreement dated
as of October 4, 2001 by and between the Company and Bruce C. Galton; provided further that
the indemnification provided for in such indemnification agreement shall
continue to the Executive for any action taken or not taken while serving in an
indemnified capacity even though the Executive has ceased to serve in such
capacity.

     

    9.           Executive
agrees not to disclose the terms of this Agreement to anyone, except his
immediate family, attorney and, as necessary, tax/financial advisor, each of
whom shall be informed of this confidentiality obligation and shall be bound by
its terms.  It is expressly understood that any violation of the
confidentiality obligation imposed hereunder constitutes a material breach of
this Agreement.  The Executive hereby acknowledges that he has been
presented with a copy of the press release and Form 8-K set forth on Exhibit C attached
hereto.

     

    10.           Executive
represents that he does not presently have in his possession any records or
business documents, whether on computer or hard copy, and other materials
(including but not limited to computer disks and tapes, computer programs and
software, office keys, correspondence, files, customer lists, technical
information, customer information, pricing information, business strategies and
plans, sales records and all copies thereof) (collectively, the “Corporate
Records”) provided by the Company and/or its predecessors, subsidiaries or
affiliates or obtained as a result of his prior employment with the Company
and/or its predecessors, subsidiaries or affiliates, or created by Executive
while employed by or rendering services to the Company and/or its predecessors,
subsidiaries or affiliates.  Executive acknowledges that all such
Corporate Records are the property of the Company.  To the extent
Executive is in possession of any Company records, he agrees to promptly return
any and all Company documents, materials and/or information in his possession to
the Company.

     

    11.           The
Company does not believe there to be Code Section 409A income in connection with
this Agreement, and, accordingly, the Company will not report any Code Section
409A income in connection with this Agreement.

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 4 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12.           The
parties agree and acknowledge that the agreement by the Company described
herein, and the settlement and termination of any asserted or unasserted claims
against the Releasees, are not and shall not be construed to be an admission of
any violation of any federal, state or local statute or regulation, or of any
duty owed by any of the Releasees to Executive.  The Executive
acknowledges that he shall be responsible for all state, local and federal taxes
associated with this Agreement.

     

    13.           Executive
agrees and recognizes that should he breach any of the obligations or covenants
set forth in this Agreement, the Company will have no obligation to provide him
with the consideration set forth herein, and will have the right to seek
repayment of all consideration paid to him under this
Agreement.  Executive further agrees that the Company shall be
entitled to pursue preliminary and permanent injunctive relief, as well as to an
equitable accounting of all earnings, profits and other benefits arising from
any violations of this Agreement, which rights shall be cumulative and in
addition to any other rights or remedies to which the Company may be entitled.
The Executive acknowledges that Morgan, Lewis & Bockius LLP is counsel to
the Company.

     

    14.           This
Agreement and the obligations of the parties hereunder shall be construed,
interpreted and enforced in accordance with the laws of the State of New
Jersey.

     

    15.           Executive
certifies and acknowledges as follows:

     

    (a)           That
he has read the terms of this Agreement, and that he understands its terms and
effects, including the fact that he has agreed to RELEASE AND FOREVER DISCHARGE
the Company and each and every one of its affiliated entities from any legal
action arising out of his employment relationship with the Company and the
termination of that employment relationship;

     

    (b)           That
he has signed this Agreement voluntarily and knowingly in exchange for the
consideration described herein, which he acknowledges is adequate and
satisfactory to him and which he acknowledges is in addition to any other
benefits to which he is otherwise entitled;

     

    (c)           That
he has been and is hereby advised in writing to consult with an attorney prior
to signing this Agreement.;

     

    (d)           That
he understands that he will be responsible for all taxes arising from this
Agreement including without limitation (i) any tax consequences under Code
Section 409A and (ii) as a result of the extension of the exercisability of the
options, and that he has obtained the advice of a tax advisor.

     

    (e)           That
he does not waive rights or claims that may arise after the date this Agreement
is executed;

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 5 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f)           That
the Company has provided him with a period of twenty-one (21) days within which
to consider this Agreement, and that Executive has signed on the date indicated
below after concluding this Agreement is satisfactory to him; and

     

    (g)           Executive
acknowledges that this Agreement may be revoked by him within seven (7) days of
execution by providing written notice of such revocation to Emilio Ragosa, Esq.,
502 Carnegie Center, Princeton, New Jersey 08540.  This Agreement
shall not become effective until the expiration of such seven day revocation
period.  In the event of a timely revocation by Executive, this
Agreement will be deemed null and void and the Company will have no obligations
hereunder.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 6 of
7

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IN WITNESS HEREOF, intending to be
legally bound hereby, Executive and the Company execute the foregoing
Confidential Separation Agreement and General Release this 23rd day of the month
of November, 2009.

     

    


    


    


    /s/ Bruce C.
Galton                                  


    Bruce C.
Galton

    


    


    


    


    SENESCO
TECHNOLOGIES, INC.

    


    


    


    By:_/s/ Jack Van
Hulst______________________

    Name:  Jack
Van Hulst

    Title:  President
and Chief Executive Officer

    


    


    
 

     

    
      Bruce C.
Galton

      Confidential
Separation Agreement and General Release

      November
23, 2009

      Page 7 of
7