Exhibit
10.39


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the
19th day of July, 2004, and is by and between Senesco, Inc., a New Jersey
corporation with an office for purposes of this Agreement at 303 George Street,
Suite 420, New Brunswick, New Jersey 08901 (hereinafter the “Company” or
“Employer”), and Richard S. Dondero with an address at 37 Hillside Avenue, NJ
07457 (hereinafter the “Employee”).


 


W I T N E
S S E T H:


 


WHEREAS:


 


(a)                                  Company
wishes to retain the services of Employee to render services for and on its
behalf in accordance with the following terms, conditions and provisions; and


 


(b)                                 Employee
wishes to perform such services for and on behalf of the Company, in accordance
with the following terms, conditions and provisions.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
conditions herein contained the parties hereto intending to be legally bound
hereby agree as follows:


 


1.                                      EMPLOYMENT.  Company hereby employs Employee and Employee
accepts such employment and shall perform his duties and the responsibilities
provided for herein in accordance with the terms and conditions of this
Agreement.


 


2.                                      EMPLOYMENT
STATUS.   Employee shall at all
times be Company’s Employee subject to the terms and conditions of this
Agreement.


 


3.                                      TERM.  Unless earlier terminated pursuant to terms
and provisions of this Agreement, this Agreement shall have a term (the “Term”)
of three (3) years following the date hereof. 
The Term shall automatically renew for successive one (1) year terms
thereafter unless either party delivers written notice of termination to the
other at least 120 days prior to the end of


 
















 


the initial three (3)
year term or any succeeding one (1)-year term. 
Notwithstanding anything herein to the contrary, for purposes of clarity
and not by way of limitation, the foregoing 120 day notice period shall apply
for a termination by the Company without cause, but it shall not apply in
connection with a termination by the Company for cause pursuant to Section 7
below.


 


4.                                      POSITION.  During Employee’s employment hereunder,
Employee shall serve as Vice President-Research and Development of the
Company.  In such position, Employee
shall have the customary powers, responsibilities and authorities of officers
in such position of corporations of the size, type and nature of the Company
including being generally responsible for the research activities of Employer’s
business.  Employee shall perform such
duties and exercise such powers commensurate with his positions and
responsibilities as shall be determined from time to time by the Board of
Directors of the Company (the “Board”) or the Chief Executive Officer of the
Employer (the “CEO”) and shall report directly to the CEO and CSO, at their
sole discretion, the Board and to no other person, entity or committee.  Neither Employee’s title nor any of his
functions nor the manner in which he shall report shall be changed, diminished
or adversely affected during the Term without his written consent.  Employee shall be provided with an office,
staff and other working facilities at the executive offices of the Company
consistent with his positions and as required for the performance of his
duties.


 


5.                                      COMPENSATION.


 


(a)                                  For
the performance of all of Employee’s services to be rendered pursuant to the
terms of this Agreement, Company will pay and Employee will accept the
following compensation:


 


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Base Salary.  During the Term, Company shall pay the
Employee an initial base annual salary of $ 110,000 (the “Base Salary”) payable
in bi-monthly installments, and such Base Salary shall not be decreased during
the Term.  Employee shall be entitled to
such further increases, if any, in his Base Salary as may be determined from
time to time in the sole discretion of the Board.  Employee’s Base Salary, as in effect from
time to time, is hereinafter referred to as the “Employee’s Base Salary.”


 


(b)                                 Employee
shall be eligible to receive bonuses at such times and in such amounts as the Board
shall determine in its sole and absolute discretion on the basis of the
performance of the Employee.


 


(c)                                  Company
shall deduct and withhold from Employee’s compensation all necessary or
required taxes, including but not limited to Social Security, withholding and
otherwise, and any other applicable amounts required by law or any taxing
authority.


 


6.                                      EMPLOYEE
BENEFITS.


 


(a)                                  During
the Term hereof and so long as Employee is not terminated for cause (as such
term is defined herein), Employee shall receive and be provided health
insurance, and during Employee’s employment hereunder, such other employee
benefits including, without limitation, fringe benefits, vacation, and life,
health, accident and disability insurance, etc. as provided under the Company plans.


 


(b)                                 Employee
shall be entitled to receive four (4) weeks paid vacation per year.  If such vacation time is not taken by
Employee in the then current year, Employee at his option may accrue up to two
weeks vacation for carryover into the next year.


 


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(c)                                  Reasonable
travel, entertainment and other business expenses incurred by Employee in the
performance of his duties hereunder shall be reimbursed by the Company in
accordance with Company policies as in effect from time to time.


 


7.                                      TERMINATION.


 


(a)                                  For
Cause by the Company.


 


Employee’s
employment hereunder may be terminated by the Company for cause.  For purposes of this Agreement, “cause” shall
mean:


 


(i)                                     Employee’s
failure to substantially perform duties hereunder consistent with the terms
hereof within twenty (20) business days following Employee’s receipt of written
notice of such failure (which notice shall have been authorized by the Board of
Directors and shall set forth in reasonable detail the purported failure to
perform and the specific steps to cure such failure, which shall be consistent
with the terms hereof);


 


(ii)                                  misappropriation
of Company funds or willful misconduct which results in material damage to the
Company;


 


(iii)                               Employee’s
conviction of, or plea of nolo contendere
to, any crime constituting a felony under the laws of the United States or any
State thereof, or any crime constituting a misdemeanor under any such law
involving moral turpitude; or


 


(iv)                              Employee’s
material breach of any of the material provisions of this Agreement, which
breach Employee has failed to cure within twenty (20) business days after
receipt of written notice by Employee of such breach or which breach Employee
has failed to begin to attempt to cure during said twenty (20)-day period if
the breach requires more than the twenty (20)-day period to cure.  Any termination of Employee’s employment
pursuant to this Subsection 7(a) shall be made by delivery to Employee of
a copy of a resolution duly adopted by


 


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the affirmative vote of
not less than a majority of the Board at an actual meeting of the Board called
and held for that purpose (after twenty (20) days prior written notice to
Employee and a reasonable opportunity for Employee to be heard before the Board
prior to such vote) finding that in the good faith judgment of the Board,
Employee was guilty of conduct set forth in any of clauses (i) through (iv)
above and specifying the particulars thereof; and


 


(v)                                 If
Employee is terminated for cause, he shall be entitled to receive Employee’s
Base Salary from Company through the date of termination and Employee shall be
entitled to no other payments of Employee’s Base Salary under this Agreement.  All other benefits, if any, due Employee
following Employee’s termination of employment pursuant to this
Subsection 7(a) shall be determined in accordance with the plans, policies
and practices of the Company for most senior executives.


 


(b)                                 Disability
or Death.


 


(i)                                     Employee’s
employment hereunder shall terminate upon his death or if Employee becomes
physically or mentally incapacitated and is therefore unable (or will, as a
result thereof, be unable) to perform his duties for a period of nine (9)
consecutive months or for an aggregate of fifteen (15) months in any
twenty-four (24) consecutive month period (such incapacity is hereinafter
referred to as “Disability”).  If Company
terminates Employee’s employment under the terms of this Agreement and Employee
does not receive disability insurance payments under the terms hereof in an
amount at least equal to the then effective Employee’s Base Salary pursuant to
a policy maintained and paid for by the Company, Company shall be responsible
to continue to pay Employee’s Base Salary during the then remaining Term to the
extent required to bring the Employee’s annual compensation (together with
disability payments) up to the amount equal to the Employee’s Base Salary
immediately prior to the


 


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termination for
Disability.  The Employee shall also
receive a pro  rata bonus payment with respect to the portion of
the year lapsed prior to the termination based on the bonus paid to the
Employee for the prior year.  Any
question as to the existence of the Disability of Employee as to which Employee
and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Employee and the Company.  If Employee and the Company cannot agree as
to a qualified independent physician, each shall appoint such a physician and
those two physicians shall select a third who shall make such determination in
writing.  The determination of Disability
made in writing to the Company and Employee shall be final and conclusive for
all purposes of this Agreement.


 


(ii)                                  Upon
termination of Employee’s employment hereunder during the Term as a result of
death, Employee’s estate or named beneficiary(ies) shall receive from the
Company (x) Employee’s Base Salary at the rate in effect at the time of
Employee’s death through the end of the third month following the month his
death occurs and pro  rata bonus payment with respect to that
portion of the year lapsed prior to his death based on the bonus paid to the
Employee for the prior year, and (y) the proceeds of any life insurance policy
maintained for his benefit by the Company pursuant to this Agreement (or the
Plans and Policies of the Company generally).


 


(iii)                               All
other benefits, if any, due Employee following Employee’s termination of
employment pursuant to this Subsection 7(b) shall be determined in
accordance with the plans, policies and practices of the Company.


 


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(c)                                  Without
Cause by the Company or For Good Reason.


 


(i)                                     If
Employee’s employment is terminated by the Company without cause (other than by
reason of Disability or death) or Employee resigns for Good Reason (as defined
below), in either case prior to a Change of Control (as defined below), then
Employee shall be entitled to a lump sum cash payment from the Company, payable
within ten (10) days after such termination of employment, in an amount equal
to one (1.0) times the Employee’s Base Salary (as in effect as of the date of
such termination) and the prior year’s bonus. 
All other benefits, if any, due Employee following Employee’s
termination of employment pursuant to this Subsection 7(c)(i) shall be
determined in accordance with the plans, policies and practices of the Company.


 


(ii)                                  If
there is a Change of Control within one (1) year of the termination of this
Agreement without cause by the Company, Employee shall be entitled to receive
the difference between those monies he actually received upon such termination
and one (1.0) times Employee’s base amount as defined in
Section 280G(b)(3) of the Internal Revenue code of 1986, as amended (the
“Code”) (the “Employee Base Amount”).


 


(iii)                               Subject
to Subsection 7(f), if Employee’s employment is terminated by the Company
without cause or by Employee for Good Reason during the Term and coincident
with or following a Change of Control, Employee shall be entitled to a lump sum
payment, payable within ten (10) days after such termination of employment,
equal to the product of (x) 1.0 times (y) the Employee Base Amount.


 


(iv)                              For
purposes of this Agreement “Good Reason” shall mean:


 


(a)                                  Any
material breach by the Company of this Agreement; or


 


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(b)                                 The
failure of the Board of Directors to elect the Employee as an officer of the
Company with the position set forth in Section 4 hereof during the Term;
or


 


(c)                                  any
action by the Company which results in a material diminution of the Employee’s
position set forth in Section 4 hereof or Employee’s authority, duties or
responsibilities,


 


provided,
that, the foregoing events shall not be deemed to constitute Good Reason
unless Employee shall have notified the Board in writing of the occurrence of
such event(s) and the Board shall have failed to have cured or remedied such
event(s) within twenty (20) business days of its receipt of such written notice
or which breach Employer has failed to begin to attempt to cure during said
twenty (20)-day period if the breach is not curable during the twenty (20)-day
period.


 


(d)                                 Termination
by Employee.  If Employee terminates
his employment with the Company for any reason (other than for Good Reason)
during the Term, Employee shall be entitled to the same payments he would have
received if his employment had terminated by the Company for cause.


 


(e)                                  Change
of Control.  For purposes of this
Agreement, “Change of Control” shall mean:


 


(i)                                     any
transaction or series of transactions (including, without limitation, a tender
offer, merger or consolidation) the result of which is that any “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial”
owners (as defined in Rule 13(d)(3) promulgated under the Exchange Act) of more
than fifty percent (50%) of the total


 


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aggregate voting power of
all classes of the voting stock of the Company and/or warrants or options to
acquire such voting stock, calculated on a fully diluted basis;


 


(ii)                                  during
any period of two (2) consecutive calendar years, individuals who at the
beginning of such period constituted the Board (together with any new directors
whose election by the Board or whose nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the directors then in office; or


 


(iii)                               a
sale of assets constituting all or substantially all of the assets of the
Company (determined on a consolidated basis). 
In the event of such Change of Control, the new entity shall be
obligated to assume the terms and conditions of this Agreement.


 


(f)                                    Limitation
on Certain Payments.


 


(i)                                     In
the event it is determined pursuant to clause (ii) below, that part or all of
the consideration, compensation or benefits to be paid to Employee under this
Agreement in connection with Employee’s termination of employment following a
Change of Control or under any other plan, arrangement or agreement in
connection therewith, constitutes a “parachute payment” (or payments) under
Section 280G(b)(2) of the Code, then, of the aggregate present value of
such parachute payments (the “Parachute Amount”) exceeds one (1.0) times the
Employee Base Amount, the amounts constituting “parachute payments” which would
otherwise be payable to or for the benefit of Employee shall be reduced to the
extent necessary such that the Parachute Amount is equal to one (1.0) times the
Employee Base Amount.  Employee shall
have the right to choose which amounts that would otherwise be due him but for
the limitations


 


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described in this
paragraph shall be subject to reduction. 
Notwithstanding the foregoing, if it is determined that stockholder
approval of the payment of such compensation and benefits will reduce the
applicability of Section 280G of the Code to such payment, promptly after
request by Employee, Company will undertake reasonable efforts to hold such a
meeting to obtain such approval or to solicit such approval by written consent,
and to obtain such approval.


 


(ii)                                  Any
determination that a payment constitutes a parachute payment and any
calculation described in this Subsection 7(f) (“determination”) shall be
made by the independent public accountants for the Company, and may, at
Company’s election, be made prior to termination of Employee’s employment where
Company determines that a Change in Control, as provided in this
Section 7, is imminent.  Such
determination shall be furnished in writing no later than thirty (30) days
following the date of the Change in Control by the accountants to
Employee.  If Employee does not agree
with such determination from the accountants and within fifteen (15) days
thereafter, accountants of Employee’s choice must deliver to the Company their
determination that in their judgment complies with the Code.  If the two accountants cannot agree upon the
amount to be paid to Employee pursuant to this Section 7 within ten (10)
days of the delivery of the statement of Employee’s accountants to the Company,
the two accountants shall choose a third accountant who shall deliver their determination
of the appropriate amount to be paid to Employee pursuant to this
Subsection 7(f), which determination shall be final.  If the final determination provides for the
payment of a greater amount than that proposed by the accountants of the
Company, then the Company shall pay all of Employee’s costs incurred in
contesting such determination and all other costs incurred by the Company with
respect to such determination.


 


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(iii)                               If
the final determination made pursuant to clause (ii) of this
Subsection 7(f) results in a reduction of the payments that would
otherwise be paid to Employee except for the application of clause (i) of this
Subsection 7(f), Employee may then elect, in his sole discretion, which
and how much of any particular entitlement shall be eliminated or reduced and
shall advise the Company in writing of his election within ten (10) days of the
final determination of the reduction in payments.  If no such election is made by Employee
within such ten (10)-day period, the Company may elect which and how much of
any entitlement shall be eliminated or reduced and shall notify Employee
promptly of such election.  Within ten
(10) days following such determination and the elections hereunder, the Company
shall pay to or distribute to or for the benefit of Employee such amounts as
become due to Employee under this Agreement.


 


(iv)                              As a
result of the uncertainty in the application of Section 280G of the Code
at the time of a determination hereunder, it is possible that payments will be
made by the Company which should not have been made under clause (i) of this
Subsection 7(f) (“Overpayment”) or that additional payments which are not
made by the Company pursuant to clause (i) of this Subsection 7(f) should
have been made (“Underpayment”).  In the
event that there is a final determination by the Internal Revenue Service, or a
final determination by a court of competent jurisdiction, that an Overpayment
has been made, any such Overpayment shall be treated for all purposes as a loan
to Employee which Employee shall repay to the Company together with interest at
the applicable Federal rate provided for in Section 7872(f)(2) of the
Code.  In the event that there is a final
determination by the Internal Revenue Service, a final determination by a court
of competent jurisdiction or a change in the provisions of the Code or
regulations pursuant to which an Underpayment arises under this Agreement, any
such


 


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Underpayment shall be
promptly paid by the Company to or for the benefit of Employee, together with
interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Code.


 


(v)                                 This
Subsection 7(f) is intended to ensure that any payments made to the
Employee shall comply with Section 280G of the Code, and shall not have
the effect of increasing the payments otherwise due to the Employee under this
Agreement.


 


8.                                      NON-DISCLOSURE
OF INFORMATION.


 


(a)                                  Employee
acknowledges that by virtue of his position he will be privy to the Company’s
confidential information and trade secrets, as they may exist from time to
time, and that such confidential information and trade secrets may constitute
valuable, special, and unique assets of the Company (hereinafter collectively
“Confidential Information”). 
Accordingly, Employee shall not, during the Term and for a period of
five (5) years thereafter, intentionally disclose all or any part of the
Confidential Information to any person, firm, corporation, association or any
other entity for any reason or purpose whatsoever, nor shall Employee and any
other person by, through or with Employee, during the Term and for a period of
five (5) years thereafter, intentionally make use of any of the Confidential
Information for any purpose or for the benefit of any other person or entity,
other than Company, under any circumstances.


 


(b)                                 Company
and Employee agree that a violation of the foregoing covenants will cause
irreparable injury to the Company, and that in the event of a breach or
threatened breach by Employee of the provisions of this Section 8, Company
shall be entitled to an injunction restraining Employee from disclosing, in
whole or in part, any Confidential Information, or from rendering any services
to any person, firm, corporation, association or other


 


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entity to whom any such
information, in whole or in part, has been disclosed or is threatened to be
disclosed in violation of this Agreement. 
Nothing herein stated shall be construed as prohibiting the Company from
pursuing any other rights and remedies, at law or in equity, available to the
Company for such breach or threatened breach, including the recovery of damages
from the Employee.


 


(c)                                  Notwithstanding
anything contained in this Section 8 to the contrary, “Confidential
Information” shall not include (i) information in the public domain as of the
date hereof, (ii) information which enters the public domain hereafter through
no fault of the Employee, (iii) information known to the Employee prior to his
employment with the Company, or (iv) information created, discovered or
developed by the Employee independent of his association with the Company.  Nothing contained in this Section 8
shall be deemed to preclude the proper use by the Employee of Confidential
Information in the exercise of his duties hereunder or the disclosure of
Confidential Information required by law.


 


9.                                      RESTRICTIVE
COVENANT.


 


(a)                                  During
the term hereof and for a period of one (1) year after the termination of this
Agreement, Employee covenants and agrees that he shall not own, manage,
operate, control, be employed by, participate in, or be connected in any manner
with the ownership, management, operation, or control, whether directly or
indirectly, as an individual on his own account, or as a partner, member, joint
venturer, officer, director or shareholder of a corporation or other entity, of
any business which competes with the business conducted by Company at the time
of the termination or expiration of this Agreement.  Notwithstanding the foregoing, (i) nothing in
this Section 9 shall prohibit Employee from owning up to five percent (5%)
of the outstanding voting capital stock of any corporation or other entity
listed on Nasdaq


 


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or traded on any national
securities exchange, and (ii) in the event of a termination by the Company
without cause or a termination by the Employee for Good Reason, such
restriction shall apply only if the Company has paid to the Employee all
amounts required and is otherwise in compliance with Section 7 hereof.


 


(b)                                 Employee
acknowledges that the restrictions contained in this Section 9 are
reasonable.  In that regard, it is the
intention of the parties to this Agreement that the provisions of this
Section 9 shall be enforced to the fullest extent permissible under the
law and public policy applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any portion of
this Section 9 shall be adjudicated or deemed to be invalid or
unenforceable, the remaining portions shall remain in full force and effect,
and such invalid or unenforceable portion shall be limited to the particular
jurisdiction in which such adjudication is made.


 


10.                               BREACH
OR THREATENED BREACH OF COVENANTS. 
In the event of Employee’s actual or threatened breach of his
obligations under either Sections 8 or 9, or both, of this Agreement, or
Company’s breach or threatened breach of its obligations under this Agreement, in
addition to any other remedies either party may have, such party shall be
entitled to obtain a temporary restraining order and a preliminary and/or
permanent injunction restraining the other from violating these
provisions.  Nothing in this Agreement
shall be construed to prohibit Company or Employee, as the case may be, from
pursuing and obtaining any other available remedies which Company or Employee,
as the case may be, may have for such breach or threatened breach, whether at
law or in equity, including the recovery of damages from the other.


 


11.                               DISCLOSURE
OF INNOVATIONS.  The Employee
hereby agrees to disclose in writing to the Company all inventions,
improvements and other innovations of any kind that


 


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the Employee makes,
conceives, develops or reduces to practice, alone or jointly with others,
during the Term, to the extent they are related to the Employee’s work for the
Company and whether or not they are eligible for patent, copyright, trademark,
trade secret or other legal protection (“Innovations”).  Examples of Innovations shall include, but
are not limited to, discoveries, research, inventions, formulas, techniques,
processes, tools, know-how, marketing plans, new product plans, production
processes, advertising, packaging and marketing techniques.


 


12.                               ASSIGNMENT
OF OWNERSHIP OF INNOVATIONS.  The
Employee hereby agrees that all Innovations will be the sole and exclusive
property of the Company and the Employee hereby assigns all of his rights,
title or interest in the Innovations and in all related patents, copyrights,
trademarks, trade secrets, rights of priority and other proprietary rights to
the Company to the extent they are related to the Employee’s work for the
Company.  At the Company’s request and
expense, during and after the Term, the Employee will assist and cooperate with
the Company in all respects and will execute documents, and, subject to his
reasonable availability, give testimony and take further acts requested by the
Company to obtain, maintain, perfect and enforce for the Company patent,
copyright, trademark, trade secret and other legal protection for the
Innovations.  The Employee hereby
appoints the CEO as his attorney-in-fact to execute documents on his behalf for
this purpose.


 


13.                               REPRESENTATIONS
AND WARRANTIES BY EMPLOYEE. 
Employee hereby warrants and represents that he is not subject to or a
party to any restrictive covenants or other agreements that in any way
preclude, restrict, restrain or limit him (a) from being an employee of Company,
(b) from engaging in the business of Company in any capacity, directly


 


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or indirectly, and (c)
from competing with any other persons, companies, businesses or entities
engaged in the business of Company.


 


14.                               NOTICES.  Any notice required, permitted or desired to
be given under this Agreement shall be sufficient if it is in writing and (a)
personally delivered to Employee or an authorized member of Company, (b) sent
by overnight delivery or (c) sent by registered or certified mail, return
receipt requested, to Employer’s or Employee’s address as provided in this
Agreement or to a different address designated in writing by either party.  In all instances of notices to be given to
Company, a copy by like means shall be delivered to Company’s counsel care of
Hale and Dorr LLP, 650 College Road East, Princeton, New Jersey 08540,
Attention:  Emilio Ragosa, Esq.  In all instances of notices to be given to
Employee, a copy by like means shall be delivered to Employee’s counsel at the
address supplied by the Employee.  Notice
is deemed given on the day it is delivered personally or by overnight delivery,
or five (5) business days after it is mailed, if transmitted by the United
States Post Office.


 


15.                               ASSIGNMENT.  Employee acknowledges that his services are
unique and personal.  Accordingly,
Employee may not assign his rights or delegate his duties or obligations under
this Agreement.  Company’s rights and
obligations under this Agreement shall inure to the benefit of and shall be
binding upon the Company’s successors and assigns.  Company has the absolute right to assign its
rights and benefits under the terms of this Agreement.


 


16.                               WAIVER
OF BREACH.  Any waiver of a
breach of a provision of this Agreement, or any delay or failure to exercise a
right under a provision of this Agreement, by either party, shall not operate
or be construed as a waiver of that or any other subsequent breach or right.


 


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17.                               ENTIRE
AGREEMENT.  This Agreement
contains the entire agreement of the parties. 
It may not be changed orally but only by an agreement in writing which
is signed by the parties.  The parties
hereto agree that any existing employment agreement between them shall terminate
as of the date of this Agreement.


 


18.                               GOVERNING
LAW.  This Agreement shall be
construed in accordance with and governed by the internal laws of the State of
New Jersey.


 


19.                               SEVERABILITY.
 The invalidity or
non-enforceability of any provision of this Agreement or application thereof
shall not affect the remaining valid and enforceable provisions of this
Agreement or application thereof.


 


20.                               CAPTIONS.  Captions in this Agreement are inserted
only as a matter of convenience and reference and shall not be used to
interpret or construe any provisions of this Agreement.


 


21.                               GRAMMATICAL
USAGE.  In construing or
interpreting this Agreement, masculine usage shall be substituted for those
feminine in form and vice versa, and plural usage shall be substituted or
singular and vice versa, in any place in which the context so requires.


 


22.                               CAPACITY.  Employee has read and is familiar with all of
the terms and conditions of this Agreement and has the capacity to understand
such terms and conditions hereof.  By
executing this Agreement, Employee agrees to be bound by this Agreement and the
terms and conditions hereof.


 


23.                               COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.


 


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IN WITNESS WHEREOF, each of the
parties hereto has executed this Agreement as of the date first herein above
written.


 


 


	
   

  	
  SENESCO
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce C.
  Galton

  
	
   

  	
   

  	
   Bruce C.
  Galton, President and Chief

   Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard S.
  Dondero

  
	
   

  	
  Richard S.
  Dondero