EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of the 4th day of
October, 2001, and is by and between Senesco, Inc., a New Jersey corporation
with an office for purposes of this Agreement at 000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter the "Company" or "Employer"), and
Xxxxx X. Xxxxxx with an address at 0 Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000
(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
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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
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subject to the terms and conditions of this Agreement.
3. TERM. Unless earlier terminated pursuant to terms and provisions of this
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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.
4. POSITION. During Employee's employment hereunder, Employee shall serve
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as President and Chief Executive Officer 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 day-to-day operations 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") and shall
report directly to 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.
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(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:
Base Salary. During the Term, Company shall pay the Employee an
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initial base annual salary of $200,000 (the "Base Salary") commencing January 1,
2002 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
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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; provided, that, Employee shall
participate in all bonus plans available to executive officers generally at a
level commensurate with his position.
(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.
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(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, life insurance, fringe
benefits, vacation, automobile, retirement plan participation and life, health,
accident and disability insurance, etc. on the same basis as those benefits are
generally made available to senior executives of the Company, if ever. The
parties acknowledge that the benefits to be provided pursuant to this Section
shall commence as soon as practicable following the date hereof, but in any case
within six (6) months following the date hereof.
(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 vacation or receive compensation in lieu
thereof at the then current level of Employee's Base Salary.
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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.
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(a) For Cause by the Company.
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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.
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(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 his death
occurs and pro rata bonus payment with respect to that portion of the year
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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
and shall be at least equal to those received by the most senior executives and
no senior executive shall receive any fringe benefit that Employee does not
receive.
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(c) Without Cause by the Company or For Good Reason.
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(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, in either case prior to a Change of Control, 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
and one-half (1.5) 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 and shall be at least equal to those received by
the most senior executives.
(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 and one-half (1.5) 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) If Employee's employment is terminated by the Company
without cause pursuant to Subsection 7(c)(i) above, or a termination within one
(1) year of Change in Control pursuant to Subsection 7(c)(ii) above, all of the
Employee's stock options previously granted by the Company shall vest
immediately and may be exercised by the Employee through a non-recourse
promissory note secured by the underlying shares of the option grants.
(iv) 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
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payment, payable within ten (10) days after such termination of employment,
equal to the product of (x) 1.5 times (y) the Employee Base Amount.
(v) For purposes of this Agreement "Good Reason" shall
mean:
(a) Any material breach by the Company of
this Agreement; or
(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
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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
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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
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Control" shall mean:
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(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 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.
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(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
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present value of such parachute payments (the "Parachute Amount") exceeds three
(3) 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 three (3) times the Employee Base Amount. Employee shall have the right to
choose which amounts that would otherwise be due him but for the limitations
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
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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.
(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
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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 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.
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(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.
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(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 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.
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(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
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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 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
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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
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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
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writing to the Company all inventions, improvements and other innovations of any
kind that 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
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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 Chief Financial
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Officer of the Company as his attorney-in-fact to execute documents on his
behalf for this purpose.
13. REPRESENTATIONS AND WARRANTIES BY EMPLOYEE. Employee hereby warrants
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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 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
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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 Xxxx and Xxxx LLP, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000, Attention: Xxxxxx Xxxxxx, 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
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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
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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
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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.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
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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
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governed by the internal laws of the State of New Jersey.
19. SEVERABILITY. The invalidity or non-enforceability of any provision of
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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
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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,
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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
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conditions of this Agreement and has the capacity to understand such terms and
conditions
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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
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
24. LEGAL FEES. Company agrees to reimburse Employee for all legal expenses
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incurred by Employee in connection with the negotiation and execution of this
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/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Vice President of
Corporate Development and Secretary
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
