SENESCO
TECHNOLOGIES, INC.


RESTRICTED
STOCK UNIT ISSUANCE AGREEMENT





RECITALS





A.           The
Board has adopted the Plan for the purpose of attracting and retaining the
services of selected employees who provide services to the Company (or any
Related Corporations).




B.           [Insert
Name] (the “Participant”) is to render valuable services to the Company (or a
Related Corporation) and the Board has approved the award of restricted stock
units to the Participant pursuant to this Agreement.




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




NOW, THEREFORE, it is hereby
agreed as follows:




1.           Grant of
Restricted Stock Units.  The Company hereby awards to the
Participant, as of the Award Date, an award (the “Award”) of restricted stock
units under the Plan.  Each restricted stock unit represents the right
to receive one share of Common Stock on the vesting date of that unit. The
number of shares of Common Stock subject to the awarded restricted stock units,
the applicable vesting schedule for the restricted stock units and the
underlying shares, the dates on which those vested shares shall be issued to the
Participant and the remaining terms and conditions governing the Award shall be
as set forth in this Agreement.




AWARD
SUMMARY




Award
      Date:
            
            []Number of Shares
      Subject to Award:
            
            []
      shares of Common Stock (the “Shares”)Vesting
      Schedule:
            
            [The
      Shares vest upon the achievement of certain short term performance
      milestones for fiscal 200[], which are set forth on Exhibit A, attached
      hereto, the achievement of which is subject to the determination of the
      Committee.] or
      [The Shares vest upon the achievement of certain long term performance
      milestones, which are set forth on Exhibit A, attached hereto, which were
      approved by the Committee, the achievement of which is subject to the
      determination of the Committee.]Issuance
      Dates:
            
            Each
      Share which vests in accordance with the foregoing Vesting Schedule shall
      be issued on the date (the “Issue Date”) on which that Share so vests or
      as soon thereafter as administratively practicable,   but
      in no event later than the close of the calendar year in which such Issue
      Date occurs or (if later) the fifteenth (15th) day of the third calendar
      month following such Issue Date. The issuance of the Shares shall be
      subject to the Company’s collection of any applicable Withholding Taxes in
      accordance the procedures set forth in Paragraph 6 of this Agreement, if
      applicable.









2.           Limited
Transferability.  Prior to actual receipt of the Shares which
vest and become issuable hereunder, the Participant may not transfer any
interest in the Award or the underlying Shares.  Any Shares which vest
hereunder but which otherwise remain unissued at the time of the Participant’s
death may be transferred pursuant to the provisions of the Participant’s will or
the laws of inheritance.




3.           Cessation
of Employment.  Except as otherwise provided for in
Participant’s employment agreement, should the Participant cease employment for
any reason prior to vesting in one or more Shares subject to this Award, then
the Award will be immediately cancelled with respect to those unvested Shares,
and the number of restricted stock units will be reduced accordingly. The
Participant shall thereupon cease to have any right or entitlement to receive
any Shares under those cancelled units.  For purposes of this
Agreement, the Participant’s period of employment shall not include any period
of notice of termination of employment, whether expressed or
implied.  The Participant’s date of termination shall mean the date
upon which he or she ceases active employment following the provision of
notification of termination or resignation from employment and shall be
determined solely by this Agreement and without reference to any other
agreement, written or oral, including the Participant’s contract of
employment.




4.           Change in
Control.




(a)           Any
restricted stock units subject to this Award at the time of a Change in Control
may be assumed, or replaced with an economically equivalent award, by the
successor corporation or a parent or subsidiary of the successor
corporation.  In the event the restricted stock units are not to be so
assumed or replaced, then the Participant shall fully vest in the Award
immediately prior to the effective date of the Change in Control.  The
Shares subject to those vested units will be issued on the Issue Date triggered
by the Change in Control (or otherwise converted into the right to receive the
same consideration per share of Common Stock payable to the other stockholders
of the Company in consummation of that Change in Control and distributed at the
same time as such stockholder payments), subject to the Company’s collection of
any applicable Withholding Taxes pursuant to the provisions of Paragraph 6, if
applicable.




(b)           For
the purposes of this Paragraph 4, the Award shall be considered “assumed” if,
following the Change in Control, the Award confers the right to receive, for
each share of Common Stock subject to the Award immediately prior to the Change
in Control, the consideration (whether stock, cash, securities or other
property) received in the Change in Control by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if such consideration received in the Change in Control
is not solely common stock of the successor corporation or its parent, the
Committee may, with the consent of the successor corporation, provide that the
consideration to be received for each share of Common Stock which vests and
become issuable under this Award shall be comprised solely of common stock of
the successor corporation or its parent equal in fair market value to the per
share consideration received by holders of Common Stock in the Change in
Control.




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(c)           This
Agreement shall not in any way affect the right of the Company 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.




(d)           Notwithstanding
anything to the contrary contained herein, the vesting of Participant’s
restricted stock units under the Award shall be subject to acceleration as
provided for in Participant’s employment agreement.




5.           Adjustment
in Shares.  In the event of any of the following transactions
affecting the outstanding Common Stock as a class without the Company’s receipt
of consideration: any stock split, reverse stock split, stock dividend,
combination or exchange of shares, reclassification, spin-off, extraordinary
distribution (whether in cash, securities or other property) or any other
similar transaction affecting the Common Stock without the Company’s receipt of
consideration (other than a conversion of any convertible securities of the
Company), equitable adjustments shall be made to the total number and/or class
of securities issuable pursuant to this Award. The adjustments shall be made by
the Committee in such manner as the Committee deems appropriate in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.




6.           Issuance
of Shares of Common Stock.




(a)           On
the Issuance Date or as soon thereafter as practicable, the Company shall issue
to or on behalf of the Participant a certificate (which may be in electronic
form) for the number of shares of Common Stock underlying the restricted stock
units which vest under the Award on such date, subject, however, to the
Company’s collection of any applicable Withholding Taxes, if any.




(b)           Until
such time as the Company provides the Participant with notice to the contrary,
the Company shall not collect any Withholding Taxes.  However, if the
Company desires, it may, at its discretion, collect any Withholding Taxes
required to be withheld with respect to the issuance of the vested Shares
hereunder through an automatic Share withholding procedure pursuant to which the
Company will withhold, at the time of such issuance, a portion of
the  Shares with a Fair Market Value (measured as of the issuance
date) equal to the amount of those taxes  (the “Share Withholding
Method”); provided,
however, that the amount of any Shares so withheld shall not exceed the
amount necessary to satisfy the Company‘s required withholding obligations using
the minimum statutory withholding rates.  The Participant shall be
notified in writing in the event such Share Withholding Method is
available.




(c)           Should
any Shares be issued at a time when the Share Withholding Method is not
available, then the Participant shall pay any Withholding Taxes required to be
withheld with respect to the issuance of vested Shares hereunder by delivering a
check to the Company in the amount of the Withholding Taxes.




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(d)           In
no event will any fractional shares be issued.




(e)           If
Withholding Taxes are being withheld, the holder of this Award shall not have
any stockholder rights, including voting or dividend rights, with respect to the
Shares subject to the Award until the Participant becomes the record holder of
those Shares following their actual issuance after the satisfaction of the
applicable Withholding Taxes.




7.           Compliance
with Laws and Regulations.




(a)           The
issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Company and the Participant with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange (or the Nasdaq Stock Market, if applicable) on which the Common Stock
may be listed for trading at the time of such issuance.




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




8.           Successors
and Assigns.  Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Participant,
the Participant’s assigns, the legal representatives, heirs and legatees of the
Participant’s estate and any beneficiaries of the Award designated by the
Participant.




9.           Notices.  Any
notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Company at its principal
corporate offices.  Any notice required to be given or delivered to
the Participant shall be in writing and addressed to the Participant at the
address indicated below Participant’s signature line on this
Agreement.  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.




10.           Construction.  This
Agreement and the Award 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 the Award.  In addition to the
foregoing, the terms of this Restricted Stock Issuance Agreement are subject to
the Participant’s employment agreement with the Company, dated June 30, 2006,
and if any of the terms of this Agreement conflict with the Participant’s
employment agreement, the employment agreement shall control.




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11.           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.




12.           Employment
at Will.  Except as may otherwise be set forth in the
Participant’s employment agreement, nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue in service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Related Corporation employing or retaining the
Participant) or of the Participant, which rights are hereby expressly reserved
by each, to terminate the Participant’s service at any time for any reason, with
or without cause.




13.           Nature of
Grant; No Entitlement; No Claim for Compensation.  In accepting
the grant of this Award for the number of Shares as specified above, the
Participant acknowledges the following:




(a)           The
Plan is established voluntarily by the Company, it is discretionary in nature
and may be modified, amended, suspended or terminated by the Company at any
time.




(b)           The
grant of this Award is voluntary and occasional and does not create any
contractual or other right to receive future grants of awards, or benefits in
lieu of awards, even if awards have been granted repeatedly in the
past.




(c)           All
decisions with respect to future awards, if any, will be at the sole discretion
of the Committee.




(d)           The
Participant is voluntarily participating in the Plan.




(e)           This
Award is an extraordinary item that does not constitute compensation of any kind
for services of any kind rendered to the Company or its Related Corporations
(including, as applicable, the Participant’s employer) and which is outside the
scope of the Participant’s employment contract, if any.




(f)           This
Award is not part of the Participant’s normal or expected compensation or salary
for any purpose, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar
payments.




(g)           In
the event that the Participant’s employer is not the Company, the grant of the
Award will not be interpreted to form an employment contract or relationship
with the Company and, furthermore, the grant of the Award will not be
interpreted to form an employment contract with the Participant’s employer or
any Related Corporations.




(h)           The
future value of the underlying Shares is unknown and cannot be predicted with
certainty.




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(i)           In
consideration of the grant of this Award, no claim or entitlement to
compensation or damages shall arise from termination of the Award or diminution
in value of the Award or any of the Shares issuable under the Award from
termination of the Participant’s employment by the Company or the Participant’s
employer, as applicable (and for any reason whatsoever and whether or not in
breach of contract or local labor laws), and the Participant irrevocably
releases the Participant’s employer, the Company and its Related Corporations,
as applicable, from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by signing this Agreement, the Participant shall be deemed to have
irrevocably waived his or her entitlement to pursue such claim.




14.           Data
Privacy.




(a)           The
Participant hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of the Participant’s personal data as
described in this Agreement by and among, as applicable, his or her employer,
the Company and its Related Corporations for the exclusive purpose of
implementing, administering and managing Participant’s participation in the
Plan.




(b)           The
Participant understands that his or her employer, the Company and its Related
Corporations, as applicable, hold certain personal information about Participant
regarding his or her employment, the nature and amount of the Participant’s
compensation and the fact and conditions of the Participant’s participation in
the Plan, including, but not limited to, the Participant’s name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company and its Related Corporations, details of all
options, awards or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in the Participant’s favor, for the
purpose of implementing, administering and managing the Plan (the
“Data”).  The Participant understands that the Data may be transferred
to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in the
Participant’s country, or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s
country.  The Participant understands that the Participant may request
a list with the names and addresses of any potential recipients of the Data by
contacting his or her local human resources representative.  The
Participant authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the
Plan, including any requisite transfer of such Data as may be required to a
broker or other third party.  The Participant understands that the
Data will be held only as long as is necessary to implement, administer and
manage the Participant’s participation in the Plan.  The Participant
understands that he or she may, at any time, view the Data, request additional
information about the storage and processing of the Data, require any necessary
amendments to the Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing the Participant’s local human resources
representative.  The Participant understands, however, that refusing
or withdrawing his or her consent may affect the Participant’s ability to
participate in the Plan.  For more information on the consequences of
refusal to consent or withdrawal of consent, the Participant understands that
the Participant may contact his or her local human resources
representative.




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IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and year first indicated
above.




SENESCO
      TECHNOLOGIES, INC.Signature:Name:
              Bruce
      C. GaltonTitle:
              President
      and Chief Executive Officer




PARTICIPANTSignature:Name:Address:




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APPENDIX
A




DEFINITIONS




The
following definitions shall be in effect under the Agreement:




A.           Agreement
shall mean this Restricted Stock Unit Issuance Agreement.




B.           Award
shall mean the award of restricted stock units made to the Participant pursuant
to the terms of the Agreement.




C.           Award
Date shall mean the date the restricted stock units are awarded to the
Participant pursuant to the Agreement and shall be the date indicated in
Paragraph 1 of the Agreement.




D.           Board
shall mean the Company’s Board of Directors.




E.           Change in
Control shall mean the occurrence of any of the following
events:




(i)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities;




(ii)           the
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or




(iii)           the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.




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




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




H.           Common
Stock shall mean shares of the Company’s common stock.




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I.           Company
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.




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




K.           Fair
Market Value per share of Common Stock on any relevant date shall be
determined as of the last trading day prior to the relevant date in accordance
with the following provisions:




(i)           the
closing price on the principal market if the Common Stock is at the time listed
on a national securities exchange, the Nasdaq Stock Market (“Nasdaq”) or the
National Association of Securities Dealers, Inc.’s Over the Counter Bulletin
Board Exchange;




(ii)           if
the Common Stock is not listed on a national securities exchange, Nasdaq or the
Bulletin Board, then the closing price if reported or the average bid and asked
price for the Company’s shares as listed in the National Quotation Bureau’s
“pink sheets”;




(iii)           if
there are no prices available under clause (i) or (ii), then fair market value
shall be based upon the average closing bid and asked price as determined
following a polling of all dealers making a market in the Common Stock;
or




(iv)           if
there is no regularly established trading market for the Common Stock, the fair
market value shall be established by the Board or the Committee taking into
consideration all relevant factors including the most recent price at which the
Common Stock was sold.




L.           Plan
shall mean the 1998 Stock Incentive Plan, as amended.




M.           Participant
shall mean the person to whom the Award is made pursuant to the
Agreement.




N.           Stock
Exchange shall mean the NYSE Amex Exchange or the New York Stock
Exchange.




O.           Related
Corporation shall mean a corporation which is a subsidiary corporation
with respect to the Company within the meaning of Section 425(f) of the
Code.




P.           Withholding
Taxes shall mean the income tax, employment tax, social insurance,
payroll tax, contributions, payment on account obligations or other amounts
required to be withheld by the Company in connection with the issuance of the
shares of Common Stock under the Award.




A-2