Edgar Filing: SENESCO TECHNOLOGIES INC

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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SENESCO TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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SENESCO TECHNOLOGIES, INC.

303 George Street, Suite 420

New Brunswick, New Jersey 08901

To Our Stockholders:

You are cordially invited to attend the 2010 Annual Meeting of Stockholders of Senesco Technologies, Inc. at 10:00 A.M., local time, on May [_], 2010, at the offices of Morgan, Lewis & Bockius LLP at 101 Park Avenue, New York, NY 10178.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting.

It is important that your shares be represented at this meeting to assure the presence of a quorum. Whether or not you plan to attend the meeting, we hope that you will have your stock represented by voting as soon as possible, by signing, dating and returning your proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Your stock will be voted in accordance with the instructions you have given in your proxy.

Thank you for your continued support.

Sincerely,

/s/ Harlan W. Waksal, M.D.

Harlan W. Waksal, M.D.

Chairman of the Board

SENESCO TECHNOLOGIES, INC.

303 George Street, Suite 420

New Brunswick, New Jersey 08901

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May [__], 2010

The Annual Meeting of Stockholders (the “Meeting”) of Senesco Technologies, Inc., a Delaware corporation (the “Company”), will be held at the office of Morgan, Lewis & Bockius, LLP at 101 Park Avenue, New York, NY 10178 on May [__], 2010, at 10:00 A.M., local time, for the following purposes. Capitalized terms are defined in the attached proxy statement.

1.	To elect nine (9) Directors to serve until the next Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.

2.	To approve an amendment to the Senesco Technologies, Inc. 2008 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance thereunder from 6,137,200 shares to 11,137,200 shares.

3.	To approve an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock, $0.01 par value per share, of the Company from 120,000,000 shares to 250,000,000 shares.

To approve, for purposes of section 713 of the NYSE Amex Company Guide, the issuance of Preferred Stock, Warrants and Placement Agent Warrants (and the shares of common stock issuable upon exercise of the Warrants, the Placement Agent Warrants and the conversion of the Preferred Stock and payment of dividends thereon), which, when converted, in the aggregate exceed 20% of the Company’s currently outstanding shares of common stock pursuant to the terms and conditions of the Securities Purchase Agreements, dated as of March 26, 2010, between certain investors who are a party thereto and the Company.

To approve, for purposes of section 711 of the NYSE Amex Company Guide, the issuance of the Company’s shares of Preferred Stock and Warrants (and the shares of common stock issuable upon the exercise of the Warrants and the conversion of the Preferred Stock and payment of dividends thereon) pursuant to the terms and conditions of the Securities Purchase Agreement, dated as of March 26, 2010, between each of Harlan W. Waksal, M.D. and Christopher Forbes and the Company.

To approve, for purposes of section 711 of the NYSE Amex Company Guide, the issuance of common stock upon the conversion of certain convertible debentures held by Christopher Forbes, Rudolf Stalder, Harlan W. Waksal, M.D., David Rector, John N. Braca, Jack Van Hulst, Warren Isabelle and the Thomas C. Quick Charitable Foundation.

7.	To ratify the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2010.

8.	To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The holders of common stock (the “Stockholders”) of record at the close of business on April [__], 2010 (the “Record Date”), are entitled to notice of and to vote at the Meeting, or any adjournment or adjournments thereof. A complete list of such Stockholders will be open to the examination of any Stockholder at the Company’s principal executive offices at 303 George Street, Suite 420, New Brunswick, New Jersey 08901 for a period of ten (10) days prior to the Meeting and at the New York offices of Morgan, Lewis & Bockius on the day of the Meeting. The Meeting may be adjourned from time to time without notice other than by announcement at the Meeting; provided, however, if the adjournment is for more than thirty (30) days after the date of the Meeting, or if after the adjournment a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting is required to be given to each Stockholder.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders to be held on May [_], 2010

Our proxy statement is attached. Financial and other information concerning our company is contained in our Annual Report for the fiscal year ended June 30, 2009 and our Quarterly Report for the quarter ended December 31, 2009. Pursuant to new rules promulgated by the SEC, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the internet. This proxy statement, our June 30, 2009 Annual Report and our December 31, 2009 Quarterly Report are available on our website at www.senesco.com.

By Order of the Board of Directors

/s/ Jack Van Hulst

Jack Van Hulst

Secretary

New Brunswick, New Jersey

April [__], 2010

SENESCO TECHNOLOGIES, INC.

303 George Street, Suite 420

New Brunswick, New Jersey 08901

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the board of directors, or the board, of Senesco Technologies, Inc., a Delaware corporation, referred to herein as the Company, Senesco, we, us or our, of proxies to be voted at our annual meeting of stockholders to be held on May [__], 2010, referred to herein as the Meeting, at the offices of Morgan Lewis & Bockius, LLP at 101 Park Avenue, New York, NY 10178, at 10:00 A.M., local time, and at any adjournment or adjournments thereof. The holders of record of our common stock, $0.01 par value per share, also referred to herein as common stock, as of the close of business on April [__], 2010, also referred to herein as the Record Date, will be entitled to notice of and to vote at the Meeting and any adjournment or adjournments thereof. As of the Record Date, there were [________] shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one (1) vote on any matter presented at the Meeting.

If proxies in the accompanying form are properly voted and received, the shares of our common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of our common stock represented by the proxies will be voted. Capitalized terms are defined elsewhere in this proxy statement.

FOR the election of the nine (9) nominees named below as directors;

FOR a proposal to approve an amendment to the Senesco Technologies, Inc. 2008 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance thereunder from 6,137,200 shares to 11,137,200 shares;

FOR a proposal to amend our Certificate of Incorporation to increase the total number of authorized shares of common stock, $0.01 par value per share, from 120,000,000 shares to 250,000,000 shares;

FOR a proposal to approve for purposes of section 713 of the NYSE Amex Company Guide, the issuance of Preferred Stock, Warrants and Placement Agent Warrants (and the shares of common stock issuable upon exercise of the Warrants, the Placement Agent Warrants and the conversion of the Preferred Stock and payment of dividends thereon), which, when converted, in the aggregate exceed 20% of our currently outstanding shares of common stock pursuant to the terms and conditions of the Securities Purchase Agreements, dated as of March 26, 2010, between certain investors who are a party thereto and us;

FOR a proposal to approve, for purposes of section 711 of the NYSE Amex Company Guide, the issuance of our shares of Preferred Stock and Warrants (and the shares of common stock issuable upon the exercise of the Warrants and the conversion of the Preferred Stock and payment of dividends thereon) pursuant to the terms and conditions of the Securities Purchase Agreement, dated as of March 26, 2010, between each of Harlan W. Waksal, M.D. and Christopher Forbes and us;

FOR a proposal to approve, for purposes of section 711 of the NYSE Amex Company Guide, the issuance of common stock upon the conversion of certain convertible debentures held by Christopher Forbes, Rudolf Stalder, Harlan W. Waksal, M.D., David Rector, John N. Braca, Jack Van Hulst, Warren Isabelle and the Thomas C. Quick Charitable Foundation;

FOR the ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2010; and

In the discretion of the persons named in the enclosed form of proxy, on any other proposals which may properly come before the Meeting or any adjournment or adjournments thereof. Any stockholder who has submitted a proxy may revoke it at any time before it is voted, by written notice addressed to and received by our Corporate Secretary, by submitting a duly executed proxy bearing a later date or by electing to vote in person at the Meeting. The mere presence at the Meeting of the person appointing a proxy does not, however, revoke the appointment.

The presence, in person or by proxy, of holders of shares of our common stock having a majority of the votes entitled to be cast at the Meeting shall constitute a quorum. The affirmative vote by the holders of a plurality of the shares of our common stock represented at the Meeting is required for the election of directors (Proposal 1), provided a quorum is present in person or by proxy. Proposal 3 requires the affirmative vote of our stockholders possessing a majority of the shares of our common stock issued and outstanding as of the record date. Proposals 2, 4, 5, 6 and 7 require the affirmative vote of our stockholders representing a majority of the votes cast by holders of shares present, or represented by proxy, and entitled to vote thereon.

Abstentions are included in the shares present at the Meeting for purposes of determining whether a quorum is present, and are counted as a vote against for purposes of determining whether any of the foregoing proposals are approved. Broker non-votes are when shares are represented at the Meeting by a proxy specifically conferring only limited authority to vote on certain matters and no authority to vote on other matters. Therefore, broker non-votes are included in the determination of the number of shares represented at the Meeting for purposes of determining whether a quorum is present but are not counted for purposes of determining whether a proposal has been approved in matters where the proxy does not confer the authority to vote on such proposal. In this year’s vote, brokers are entitled to vote without instructions on Proposals No. 3 and 7, but not on Proposals No. 1, 2, 4, 5, 6 and 8. Accordingly, broker non-votes are not counted as a vote against and will not affect the outcome of Proposals No. 1, 2, 4, 5, 6 and 8.

Your vote is very important. All properly executed proxy cards delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees. With regard to other proposals, you may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others or you may abstain from voting on any or all proposals. You should specify your respective choices on the proxy card. If you do not give specific instructions with regard to the matters to be voted upon, the shares of common stock represented by your signed proxy card will be voted “FOR” Proposal Nos. 1, 2, 3, 4, 5, 6, 7 and 8. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote for or against these matters according to their best judgment. Please note that because of a change in the New York Stock Exchange rules, unlike at previous annual meetings, your broker will not be able to vote your shares with respect to the election of directors if you have not provided directions to your broker. We strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder.

You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Secretary of Senesco, by delivering a proxy card dated after the date of the proxy or by voting in person at the Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Secretary, Senesco Technologies, Inc., 303 George Street, Suite 420, New Brunswick, New Jersey 08901.

On or about April [_], 2010, this proxy statement, together with the related proxy card, is being mailed to our stockholders of record as of the Record Date. Our annual report to our stockholders for the fiscal year ended June 30, 2009 and our Quarterly Report for the quarter ended December 31, 2009, including our financial statements, is being mailed together with this proxy statement to all of our stockholders of record as of the Record Date. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our annual report and our quarterly report so that our record holders could supply these materials to our beneficial owners as of the Record Date.

Our common stock is listed on the NYSE Amex under the symbol “SNT”. On April [__], 2010, the closing price for the common stock as reported by NYSE Amex was $[___] per share.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Meeting, nine (9) directors are to be elected, which number shall constitute our entire board, to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified.

Unless otherwise specified in the proxy, it is the intention of the persons named in the enclosed form of proxy to vote the stock represented thereby for the election as directors, each of the nominees whose names and biographies appear below. All of the nominees whose names and biographies appear below are at present our directors. In the event any of the nominees should become unavailable or unable to serve as a director, it is intended that votes will be cast for a substitute nominee designated by our board. Our board has no reason to believe that the nominees named will be unable to serve if elected. Each nominee has consented to being named in this proxy statement and to serve if elected.

The following are the nominees for election to our board, and all of these nominees are current members of our board:

Name	Age	Served as a Director Since	Position with Senesco
Harlan W. Waksal, M.D.	57	2008	Chairman of the Board and Director
David Rector	63	2002	Lead Director
Jack Van Hulst	70	2007	Director, Chief Executive Officer and Secretary
John N. Braca	52	2003	Director
Christopher Forbes	58	1999	Director
Warren J. Isabelle	58	2009	Director
Thomas C. Quick	54	1999	Director
Rudolf Stalder	69	1999	Director
John E. Thompson, Ph.D.	68	2001	Executive Vice President, Chief Scientific Officer and Director

The principal occupations and business experience, for at least the past five (5) years, of each director and nominee is as follows:

Harlan W. Waksal, M.D. has been our chairman of the board of directors since June 2009 and a director since October 2008. From July 2003 to present, Dr. Waksal has been the President and Sole Proprietor of Waksal Consulting L.L.C., which provides strategic business and clinical development counsel to biotechnology companies. Dr. Waksal co-founded the biotechnology company, ImClone Systems Inc. in 1984. From March, 1987 through July 2003, Dr. Waksal had served in various senior roles for ImClone Systems Incorporated as follows: March 1987 through April 1994 – President; April 1994 through May 2002 – Executive Vice President and Chief Operating Officer; May 2002 through July 2003 – President, Chief Executive Officer and Chief Operating Officer. Dr. Waksal also served as a director of ImClone Systems Incorporated from March 1987 through January 2005. Dr. Waksal is currently a member of the Board of Trustees of Oberlin College. Dr. Waksal received a Bachelor of Arts in Biology from Oberlin College and an M.D. from Tufts University School of Medicine. Dr. Waksal is knowledgeable in science, drug development, regulatory and clinical affairs. In addition, he ran and operated a public biotechnology company and is familiar with the issues of corporate governance.

David Rector has been our director since February 2002. Mr. Rector also serves as a director and member of the compensation and audit committee of the Dallas Gold and Silver Exchange (formerly Superior Galleries, Inc.) From May 2004 through December 2006, Mr. Rector had served in senior management positions with Nanoscience Technologies, Inc., a development stage company engaged in the development of DNA Nanotechnology. Also, since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. From 1983 until 1985, Mr. Rector served as President and General Manager of Sunset Designs, Inc., a domestic and international manufacturer and marketer of consumer product craft kits, and a wholly-owned subsidiary of Reckitt & Coleman N.A. From 1980 until 1983, Mr. Rector served as the Director of Marketing of Sunset Designs. From 1971 until 1980, Mr. Rector served in progressive roles in both the financial and product marketing departments of Crown Zellerbach Corporation, a multi-billion dollar pulp and paper industry corporation. Mr. Rector received a Bachelor of Science degree in Business/Finance from Murray State University in 1969. As a result of these professional and other experiences, Mr. Rector has a deep business understanding of developing companies. Mr. Rector also brings corporate governance experience through his service on other company boards.

Jack Van Hulst has been our director since January 2007. Mr. Van Hulst was appointed as our President and Chief Executive Officer effective November 16, 2009. Mr. Van Hulst was further appointed as our Secretary effective February 1, 2010. Mr. Van Hulst also serves as a director and member of the compensation and audit committees of Napo Pharmaceuticals, Inc. and HiTech Pharmacal, Inc. He has more than 42 years of international experience in the pharmaceutical industry. He began his career in 1968 at Organon, which was subsequently acquired by AKZO, N.V., the multinational human and animal healthcare company, where he was based in Europe and the US and responsible for establishing AKZO’s position in the US in the manufacturing and sales and marketing of fine chemicals. Mr. Van Hulst later became President of AKZO’s US Pharmaceutical Generic Drug Business and was responsible for establishing AKZO in the US generic drug industry. From 1989 to 1999, Mr. Van Hulst successively owned and led two generic pharmaceutical companies, improving their operations and then selling them to a private equity group and a pharmaceutical company. From 1999 to 2005, he was Executive Vice President at Puerto Rico-based MOVA Pharmaceutical Corporation, a contract manufacturer to the pharmaceutical industry that recently merged with Canadian-based Patheon. Mr. Van Hulst also serves as Chairman of the Board of The International Center in New York, a non-profit organization. Mr. Van Hulst received a Masters degree in law from the University in Utrecht, Netherlands in 1968. Mr. Van Hulst possesses management experience as a result of his prior positions. Mr Van Hulst spent years holding a number of management roles at other pharmaceutical companies and this experience assists the Company in working though the similar issues that it may face in its own operations.

John N. Braca has been our director since October 2003. Mr. Braca has also served as a director and board observer for other healthcare, technology and biotechnology companies over the course of his career. From April 2006, Mr. Braca has been the managing director of Fountainhead Venture Group, a healthcare information technology venture fund based in the Philadelphia area and has been working with both investors and developing companies to establish exit and business development opportunities. From May 2005 through March 2006, Mr. Braca was a consultant and advisor to GlaxoSmithKline management in their research operations. From 1997 to April 2005, Mr. Braca was a general partner and director of business investments for S.R. One, Limited, or S.R. One, the venture capital subsidiary of GlaxoSmithKline. In addition, from January 2000 to July 2003, Mr. Braca was a general partner of Euclid SR Partners Corporation, an independent venture capital partnership. Prior to joining S.R. One, Mr. Braca held various finance and operating positions of increasing responsibility within several subsidiaries and business units of GlaxoSmithKline. Mr. Braca is a licensed Certified Public Accountant in the state of Pennsylvania and is affiliated with the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr. Braca received a Bachelor of Science in Accounting from Villanova University and a Master of Business Administration in Marketing from Saint Joseph’s University. Mr. Braca’s financial background, operating experience with both large pharmaceutical companies and developing biotechnology companies, provides the board with practical experience for issues facing the Company. In addition, Mr. Braca also has a strong corporate governance background through his experience with other company boards.

Christopher Forbes has been our director since January 1999. Since 1989, Mr. Forbes has been Vice Chairman of Forbes, Inc., which publishes Forbes Magazine and Forbes.com. From 1981 to 1989, Mr. Forbes was Corporate Secretary at Forbes. Prior to 1981, he held the position of Vice President and Associate Publisher. Mr. Forbes has been a director of Forbes, Inc. since 1977. Mr. Forbes is the Chairman of the American Friends of the Louvre, and he also sits on the Boards of The Friends of New Jersey State Museum, The New York Academy of Art, and the Prince Wales Foundation. He is also a member of the Board of Advisors of The Princeton University Art Museum. Mr. Forbes received a Bachelor of Arts degree in Art History from Princeton University in 1972. In 1986, he was awarded the honorary degree of Doctor of Humane Letters by New Hampshire College and in 2003 was appointed a Chevalier of the Legion of Honor by the French Government. Mr. Forbes knowledge regarding corporate operations as well as his business acumen, provide the board with experience in running a corporation and addressing the issues that a growing company, such as ours, face.

Warren J. Isabelle has been our director since June 2009. Mr. Isabelle, is a founder and principal of Ironwood Investment Management L.L.C., located in Boston, MA. Mr. Isabelle founded Ironwood Investment management L.L.C in August, 1997. From 1983 until 1997 Mr. Isabelle was with Pioneer Management Corporation where he served most recently as Director of Research and Head of U.S. Equities. Mr. Isabelle has also, since January 2004, served as a member of the Public Board and Vice-Chairman of the Investment Committee of the University of Massachusetts Foundation. Mr. Isabelle is a Chartered Financial Analyst and member of the CFA institute and the American Chemical Society. Mr. Isabelle received a Bachelor of Science degree in chemistry from Lowell Technological Institute, a Master of Science degree in Polymer Science and Engineering from the University of Massachusetts, and a MBA from the Wharton School, University of Pennsylvania. Mr. Isabelle’s prior experience and dealings in financial management provides the Company with valuable insight in its attempts to raise capital through financings.

Thomas C. Quick has been our director since February 1999. Since 2003, Mr. Quick has been the President of First Palm Beach Properties, Inc. From 2001 through 2003, Mr. Quick was the Vice Chairman of Quick & Reilly/Fleet Securities, Inc., successor to The Quick & Reilly Group, Inc., a holding company for four (4) major financial services businesses. From 1996 until 2001, Mr. Quick was the President and Chief Operating Officer and a director of Quick & Reilly/Fleet Securities, Inc. From 1985 to 1996, he was President of Quick & Reilly, Inc., a Quick & Reilly subsidiary and a national discount brokerage firm. Mr. Quick serves as a member of the Board of Directors and compensation committee of B.F. Enterprises. He is also a member of the Board of Directors of Best Buddies, The American Ireland Fund, Venetian Heritage, Inc. and serves on the Investment Advisory Board for the St. Jude Children’s Hospital. He is a trustee of the National Corporate Theater Fund, Cold Spring Harbor Laboratories, the Norton Museum, the Inter-City Scholarship Foundation of New York City and an advisory board member of Christie, European. Mr. Quick is a graduate of Fairfield University. As a result of his professional and other experiences, Mr. Quick has a deep understanding of corporate operations and strategy, and operations in both the US and internationally. Mr. Quick also has significant corporate governance experience through his service on other company boards.

Rudolf Stalder has been our director since February 1999 and was appointed as our Chairman and Chief Executive Officer on January 10, 2000. On October 4, 2001, Mr. Stalder resigned as our Chief Executive Officer. On June 8, 2009 Mr. Stalder resigned as our Chairman. Mr. Stalder is a former member of the Executive Boards of Credit Suisse Group and Credit Suisse First Boston and former Chief Executive Officer of the Americas Region of Credit Suisse Private Banking. Mr. Stalder joined Credit Suisse in 1980 as a founding member and Deputy Head of the Multinational Services Group. In 1986, he became Executive Vice President. He was named to Credit Suisse’s Executive Board in 1989. In 1990, he became Head of the Commercial Banking Division and a Member of the Executive Committee. From 1991 to 1995, Mr. Stalder was Chief Financial Officer of Credit Suisse First Boston and a Member of the Executive Boards of Credit Suisse Group and Credit Suisse First Boston. He became head of the Americas Region of Credit Suisse Private Banking in 1995 and retired in 1998. Prior to moving to the United States, Mr. Stalder was a member of the Board of Directors for several Swiss subsidiaries of major corporations including AEG, Bayer, BTR, Hoechst, Saint Gobain, Solvay and Sony. He is a fellow of the World Economic Forum. He currently serves on the Board of the Greater Bridgeport Symphony. He was a member of the Leadership Committee of the Consolidated Corporate Fund of Lincoln Center for the Performing Arts, Board of The American Ballet Theatre and a Trustee of Carnegie Hall. From 1991 through 1998, Mr. Stalder was Chairman of the New York Chapter of the Swiss-American Chamber of Commerce. He continues to serve as an Advisory Board Member of the American-Swiss Foundation. Mr. Stalder received a diploma in advanced finance management at the International Management Development Institute in Lausanne, Switzerland in 1976. He completed the International Senior Managers Program at Harvard University in 1985. Mr. Stalder is an experienced executive with former CEO experience, senior executive level experience at large multinational companies. He also has corporate governance experience through service on other public company boards.

John E. Thompson, Ph.D. has been our director since October 2001. Dr. Thompson was appointed our President and Chief Executive Officer in January 1999, and he continued in that capacity until September 1999 when he was appointed Executive Vice President of Research and Development. In July 2004, Dr. Thompson became our Executive Vice President and Chief Scientific Officer. Dr. Thompson is the inventor of the technology that we develop. Since July 2001, he has been the Associate Vice President, Research and, from July 1990 to June 2001, he was the Dean of Science at the University of Waterloo in Waterloo, Ontario, Canada. Dr. Thompson has a Ph.D. in Biology from the University of Alberta, Edmonton, and he is a Fellow of the Royal Society of Canada. Dr. Thompson is also the recipient of a Lady Davis Visiting Fellowship, the Sigma Xi Award for Excellence in Research, the CSPP Gold Medal and the Technion Visiting Fellowship. Dr. Thompson has an in-depth knowledge and understanding of the science underlying our technology and how it relates to human health and agricultural applications.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities. The board is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, which provides an understanding of different business processes, challenges and strategies. Other directors have prior experience as former executive officers of other entities, which brings unique perspectives to the board. Further, the Company’s directors also have other experience that makes them valuable members, such as prior public policy or regulatory experience that provides insight into issues faced by companies.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF

THE NOMINEES TO THE BOARD OF DIRECTORS.

Board Leadership Structure and Role in Risk Oversight

The board evaluates its leadership structure and role in risk oversight on an ongoing basis. In March 2010, the Company’s board leadership structure has separated the Chairman of the Board, the Chief Executive Officer and the Lead Director roles into three positions. Currently, Harlan W. Waksal, M.D. is the Chairman of the Board, Jack Van Hulst is the Chief Executive Officer and David Rector is the Lead Director. The Board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors. In his capacity as Lead Director, Mr. Rector consults independently of the Chairman of the Board with other members of the board in matters that are presented for the independent board member’s consideration. After considering these factors, the Board determined that continuing to separate the positions of Chairman of the Board, Lead Director and Chief Executive Officer is the appropriate board leadership structure at this time.

The board is also responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s board leadership structure supports this approach. The board receives periodic reports from management regarding the most significant risks facing the Company. In addition, the Audit Committee assists the board in its oversight role by receiving periodic reports regarding the Company’s risk and control environment.

Corporate Governance Guidelines

Our board has long believed that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. During the past year, our board has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002, the new rules and regulations of the Securities and Exchange Commission and the new listing standards, policies and requirements of NYSE Amex.

Our board has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of Senesco and its stockholders. These guidelines, which provide a framework for the conduct of our board’s business, include that:

the principal responsibility of the directors is to oversee the management of Senesco;

a majority of the members of our board shall be independent directors;

the independent directors met regularly in executive session;

directors have full and free access to management and, as necessary and appropriate, independent advisors;

new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

at least annually, our board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Board Determination of Independence

Under the current rules set forth in the NYSE Amex Company Guide, a director will, among other things, qualify as an “independent director” if, in the determination of our board, that person does not have a relationship that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Our board currently consists of Rudolf Stalder, John E. Thompson, Ph.D., John N. Braca, Christopher Forbes, Warren J. Isabelle, Thomas C. Quick, David Rector, Jack Van Hulst and Harlan W. Waksal, M.D. We are currently traded on the NYSE Amex, which requires our board be comprised of a majority of independent directors. Our board has determined that each of Messrs. Stalder, Braca, Forbes, Isabelle, Quick and Rector is an “independent director” as defined under Section 803 of the NYSE Amex Company Guide.

Committees and Meetings of our Board of Directors

Our board held (8) eight meetings during Fiscal 2009. Throughout this period, except for Mr. Quick, each member of our board attended or participated in at least 75% of the aggregate of the total number of meetings of our board held during the period for which such person has been a director, and the total number of meetings held by all committees of our board on which each the director served during the periods the director served. Our board has five standing committees: the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee, a Finance Committee and an Executive Committee. Except for the Finance Committee and Executive Committee, each committee operates under a charter that has been approved by our board. Each of these charters are also posted on our website at www.senesco.com. Our corporate governance guidelines provide that directors are expected to attend the annual meeting of stockholders. All directors except for Dr. Waksal attended the 2008 annual meeting of stockholders.

Compensation Committee. Our Compensation Committee was established in July 1999, pursuant to the Compensation Committee Charter. Our Compensation Committee generally makes recommendations concerning salaries and incentive compensation for our management and our employees. The primary responsibilities of our Compensation Committee, as more fully set forth in the Compensation Committee Charter adopted in July 1999 and amended and restated on June 27, 2008, include:

annually reviewing and approving corporate goals and objectives relevant to CEO compensation;

reviewing and approving, or recommending for approval by our board, the salaries and incentive compensation of our executive officers;

preparing the Compensation Committee report, including the Compensation Discussion and Analysis;

administering our 2008 Incentive Compensation Plan, or similar stock plan adopted by our stockholders; and

reviewing and making recommendations to our board with respect to director compensation.

Our Compensation Committee is currently comprised of David Rector and John. N. Braca. Mr. Rector currently serves as the chairman of the Compensation Committee. All members of our Compensation Committee are considered independent pursuant to Section 803 of the NYSE Amex Company Guide. Our Compensation Committee held four (4) meetings during Fiscal 2009.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has been an officer or employee of our company or any of our subsidiaries. In addition, no member of the Compensation Committee had any relationships with us or any other entity that requires disclosure under the proxy rules and regulations promulgated by the SEC and none of our executive officers served on the Compensation Committee or board of any company that employed any member of our board.

Audit Committee. Our Audit Committee was established in July 1999. On June 27, 2008, our board adopted an Amended and Restated Audit Committee Charter. The primary responsibilities of our Audit Committee include:

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from our independent registered public accounting firm;

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

discussing our risk management policies;

establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

meeting independently with independent registered public accounting firm and management; and

preparing the audit committee report required by SEC rules, which is included on page [__] of this proxy statement.

Our Audit Committee is currently comprised of John N. Braca, David Rector and Rudolf Stalder. Mr. Braca currently serves as the chairman of the Audit Committee. The NYSE Amex currently requires an Audit Committee comprised solely of independent directors. Messrs. Braca, Rector and Stalder are “independent” members of our board as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section 803 of the NYSE Amex Company Guide. In addition, our board of directors has determined that Mr. Braca satisfies the definition of an audit committee “financial expert” as set forth in Item 401(e) of Regulation S-B promulgated by the SEC. Our Audit Committee held four (4) meetings during Fiscal 2009.

Review and Approval of Related Person Transactions

Our Audit Committee Charter requires that our Audit Committee review and approve or ratify transactions involving us and any executive officer, director, director nominee, 5% stockholder and certain of their immediate family members, also referred to herein as a related person. The policy and procedures cover any transaction involving a related person, also referred to herein as a related person transaction, in which the related person has a material interest and which does not fall under an explicitly stated exception set forth in the applicable disclosure rules of the SEC.

A related person transaction will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. In considering related person transactions, the Audit Committee will consider any information considered material to investors and the following factors:

the related person’s interest in the transaction;

the approximate dollar value of the transaction;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that we could have reached with an unrelated third party; and

the purpose and potential benefit to us of the transaction.

Nominating and Corporate Governance Committee. The primary responsibilities of our Nominating and Corporate Governance Committee, as more fully set forth in the Nominating and Corporate Governance Committee Charter and Corporate Governance Guidelines adopted on October 15, 2004, and amended and restated on June 27, 2008 include:

identifying individuals qualified to become our board members;

evaluating and recommending to our board the persons to be nominated for election as directors at any meeting of stockholders and to each of our board’s committees;

reviewing and making recommendations to our board with respect to management succession planning;

developing and recommending to our board a set of corporate governance principles applicable to Senesco; and

overseeing the evaluation of our board.

Our Nominating and Corporate Governance Committee was formed on September 29, 2004, and it is currently comprised of Messrs. Stalder, Forbes and Quick. Mr. Forbes currently serves as the chairman of the Nominating and Corporate Governance Committee. All members of our Nominating and Corporate Governance Committee are independent, as independence for nominating and corporate governance committee members is defined under Section 803 of the NYSE Amex Company Guide. The Nominating and Corporate Governance Committee had two (2) meetings during Fiscal 2009.

The Nominating and Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees. The Nominating and Corporate Governance Committee considers the diversity of the professional experience, education and skill set in identifying the director nominees.

Code of Business Ethics and Conduct. Pursuant to the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and Section 807 of the NYSE Amex Company Guide, on March 17, 2003, our board adopted a Code of Business Ethics and Conduct, which may also be found on our website at www.senesco.com. Our Code of Ethics contains written standards designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of our Code of Ethics to an appropriate person or persons identified in our Code of Ethics; and

accountability for adherence to our Code of Ethics.

Each of our employees, officers and directors completed a signed certification to document his or her understanding of and compliance with our Code of Ethics.

Director Candidates

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and the board.

In considering whether to recommend any particular candidate for inclusion in the board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee will apply the criteria contained in the committee’s charter. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, age, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. Our Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. In addition, although we do not have a formal diversity policy, we review diversity as one of the criteria for nomination. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least one (1) year as of the date such recommendation is made, to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, Senesco Technologies, Inc., 303 George Street, Suite 420, New Brunswick, New Jersey 08901. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communicating with our Independent Directors

Our board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The Chairman of the Board, with the assistance of our outside counsel, is primarily responsible for monitoring communications from our stockholders and for providing copies or summaries to the other directors as he considers appropriate. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chairman considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our board should address such communications to: Board of Directors, c/o Corporate Secretary, Senesco Technologies, Inc., 303 George Street, Suite 420, New Brunswick, New Jersey 08901.

Compensation of Directors

Equity Grants Fiscal 2009 and Fiscal 2010:

We do not automatically grant options or other equity to our board. Our Compensation Committee reviews the equity program each year with its compensation consultant and determines the appropriate level of the equity awards as disclosed above. We provide reimbursement to directors for reasonable and necessary expenses incurred in connection with attendance at meetings of the board of directors and other Senesco business.

In accordance with a resolution unanimously approved by our board on November 19, 2008, we granted to our non-employee board members, options to purchase shares of our common stock, pursuant to and in accordance with our 1998 Stock Plan, as consideration for their service on our board through June 30, 2008, or Fiscal 2008 as follows:

Director	Number of Shares Underlying Options Granted		Grant Date	Exercise Price Per Share
Rudolf Stalder		80,000	November 19, 2008	$	0.60
Christopher Forbes		50,000	November 19, 2008	$	0.66
Thomas C. Quick		40,000	November 19, 2008	$	0.60
John N. Braca		70,000	November 19, 2008	$	0.60
David Rector		70,000	November 19, 2008	$	0.60

Director		Number of Shares Underlying Options Granted			Grant Date		Exercise Price Per Share
Jack Van Hulst(1)			40,000		November 19, 2008		$	0.60

____________

(1)

Mr. Van Hulst became an employee of the Company effective November 16, 2009.

Except for options granted to Christopher Forbes, the options granted to the board have (i) an exercise price equal to the fair market value of our common stock on the date of grant, (ii) have a term of ten (10) years, and (iii) are exercisable as follows: (y) one-half (1/2) of the options were exercisable as of the date of grant; and (z) one-half (1/2) of the options shall become exercisable on the first anniversary of the date of grant. The options granted to Christopher Forbes have an exercise price equal to 110% of the fair market value of our common stock on the date of grant and have a term of five (5) years.

Commencing in Fiscal 2009, after review and consultation with the Compensation Committee’s compensation consultant, we implemented a new compensation plan for our directors pursuant to which we pay to each director cash compensation as consideration for their service on our board as follows:

Annual (Base) Retainer	$	10,000
Per Scheduled Board Meeting Fee	$	1,500	(1)
Per Committee Meeting Fee	$	750	(2)
Additional Annual Retainer:
Chairman of the Board	$	5,000
Audit Committee Chair	$	3,500
Compensation Committee Chair	$	3,500
Nominating and Corporate Governance Committee Chair	$	1,500
Non-Chair Committee Member Additional Retainer (All Committees)	$	1,000
Maximum Per Diem For All Meetings	$	2,000

____________

(1)

$750 for telephonic meetings (less than 30 minutes: $375).

(2)

$375 for telephonic meetings.

Such cash compensation is paid in quarterly increments. A director may elect, provided such election is made prior to the time the cash award is made, to receive, in lieu of such cash payments, either (i) restricted stock units, or RSU’s, in an amount equal to such cash award or (ii) twice the number of options in an amount equal to such cash award. Such election to receive (y) cash or (z) equity in the form of RSU’s or options applies for the entire year. The directors have all elected to receive options in lieu of cash for Fiscal 2010, except for Messrs. Braca and Rector, who have elected to receive their retainer fees in cash and their meeting fees in options, and Mr. Isabelle, who has elected to receive his fees in cash. The RSU’s or options are granted effective two (2) days following the filing of our quarterly reports on Form 10-Q. The exercise price will be the closing price on the day before the grant date.

The board also approved a plan for Fiscal 2009 whereby the outside directors were granted the following options which were granted two (2) trading days after we filed our Form 10-Q for the first quarter of Fiscal 2010, or on November 19, 2009. Except for Christopher Forbes, the exercise price was the closing price on the day before the grant date, or $0.29. The options granted to Christopher Forbes have an exercise price equal to 110% of the fair market value of our common stock on the date of grant, or $0.32, and have a term of five (5) years.

Director	Total # of Options Granted
Rudolf Stalder		70,000
Christopher Forbes		40,000
Thomas C. Quick		25,000
John N. Braca		50,000
David Rector		50,000
Jack Van Hulst(1)		30,000
Harlan W. Waksal, M.D.		70,000
Warren J. Isabelle		25,000

____________

(1)

Mr. Van Hulst was employed by the Company effective November 16, 2009.

Such grants vested one-half (1/2) upon the date of grant and the remaining one-half (1/2) will vest one (1) year from the date of grant.

Director Compensation

The table below shows the compensation paid or awarded to our independent directors during the fiscal year ended June 30, 2009.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards (1) ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Rudolf Stalder		—		—	$	66,114		—		—		—	$	66,114
Christopher Forbes		—		—	$	41,946		—		—		—	$	41,946
Thomas C. Quick		—		—	$	40,427		—		—		—	$	40,427
John N. Braca	$	10,875		—	$	46,559		—		—		—	$	57,434
David Rector	$	10,875		—	$	46,559		—		—		—	$	57,434
Jack Van Hulst(3)		—		—	$	43,673		—		—		—	$	43,673
Harlan W. Waksal, M.D.		—		—	$	11,519		—		—		—	$	11,519
Warren J. Isabelle(2)		—		—		—		—		—		—		—

____________

(1)

Represents the aggregate grant date fair value for stock options granted in the 2009 fiscal year accounted for in accordance with the FASB ASC Topic 718. For information regarding assumptions underlying the FASB ASC Topic 718 valuation of equity awards, see Note 7 of the Consolidated Financial Statements in our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2009.

(2)

Mr. Isabelle became a member of our board in June 2009.

(3)

Mr. Van Hulst was employed by the Company effective November 16, 2009.

Director	Option Grant Date	Exercise Price		# of Shares Associated With Charge		Compensation Cost in Fiscal 2009
	5/06/2009	$	0.59		23,729	$	10,915
Rudolf Stalder	2/20/2009	$	0.47		28,191	$	10,149
	11/19/2008	$	0.60		98,334	$	45,050
	5/06/2009	$	0. 65		18,077	$	6,508
Christopher Forbes	2/20/2009	$	0.52		23,404	$	7,021
	11/19/2008	$	0.66		64,584	$	28,417
	5/06/2009	$	0.59		16,949	$	7,797
Thomas C. Quick	2/20/2009	$	0.47		22,340	$	8,042
	11/19/2008	$	0.60		53,750	$	24,588
	5/06/2009	$	0.59		11,441	$	5,263
John N. Braca	2/20/2009	$	0.47		12,766	$	4,596
	11/19/2008	$	0.60		80,000	$	36,700
	5/06/2009	$	0.59		11,441	$	5,263
David Rector	2/20/2009	$	0.47		12,766	$	4,596
	11/19/2008	$	0.60		80,000	$	36,700
	5/06/2009	$	0.59		20,763	$	9,551
Jack Van Hulst(1)	2/20/2009	$	0.47		21,277	$	7,660
	11/19/2008	$	0.60		57,916	$	26,462
Harlan W. Waksal, M.D.	5/06/2009	$	0.59		19,492	$	8,966
	2/20/2009	$	0.47		7,092	$	2,553
Warren J. Isabelle	—		—		—		—

____________

(1)

Mr. Van Hulst was employed by the Company effective November 16, 2009.

As described above, on November 19, 2008, February 20, 2009, and May 6, 2009, each of our non-employee directors received options to purchase shares of our common stock pursuant to the provisions of the 1998 and 2008 Stock Plans. The options have an exercise price of $0.60 per share, $0.47 per share and $0.59 per share, respectively, the fair market value of the common stock on the grant dates (except for the grant to Christopher Forbes, which have an exercise price of $0.66 per share, $0.52 per share and $0.65 per share, respectively (110% of the fair market value of the common stock on the grant date).

The following table shows the total number of shares of our common stock subject to option awards (vested and unvested) for each non-employee director as of June 30, 2009:

Director	Total # of Options Outstanding
Rudolf Stalder		750,254
Christopher Forbes		356,065
Thomas C. Quick		293,039
John N. Braca		274,207
David Rector		304,207
Jack Van Hulst(1)		149,956
Harlan W. Waksal, M.D.		26,584
Warren J. Isabelle		—

____________

(1)

Mr. Van Hulst was employed by the Company effective November 16, 2009.

Dr. Thompson has received compensation for providing research and development management services to us. See “Certain Relationships and Related Transactions” which sets forth the details of the compensation for Dr. Thompson.

In October, 2009, the Committee granted the following options to the directors for their service during Fiscal 2009. Such grants were effective two (2) trading days after we filed our quarterly report on Form 10-Q for the quarter ended September 30, 2009, or November 19, 2009:

Director	Total # of Options Granted
Rudolf Stalder		70,000
Christopher Forbes		40,000
Thomas C. Quick		25,000
John N. Braca		50,000
David Rector		50,000
Jack Van Hulst		30,000
Harlan W. Waksal, M.D.		70,000
Warren J. Isabelle		25,000

Such grants vested one-half (1/2) upon the date of grant and the remaining one-half (1/2) will vest one (1) year from the date of grant. The exercise price is the closing price on the day before the grant date, or $0.39 and have a term of ten (10) years. The options granted to Christopher Forbes have an exercise price equal to 110% of the fair market value of our common stock on the date of grant and have a term of five (5) years.

Further, in consideration for his service on a Finance Committee of the board, Mr. Braca will receive additional board compensation in the amount of $6,000 a month as well as 10,000 options per month to purchase shares of the Company’s common stock. Such options shall vest on the last business day of the fiscal quarter in accordance with the terms of the Company’s 2008 Incentive Compensation Plan, but shall not be issued until at least two (2) trading days after the Company issues its financial results for such quarter. The Committee further indicated that such compensation shall be in addition to any other fees received by Mr. Braca for his service on the Board and its other committees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires a company’s directors, officers and stockholders who beneficially own more than 10% of any class of equity securities of the company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the Reporting Persons, to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a).

Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to our Reporting Persons except that Forms 4 which were due in connection with May 6, 2009 option grants to our independent directors were filed on November 19, 2010 by each of Harlan W. Waksal, John N. Braca, Jack Van Hulst, Christopher Forbes, Rudolf Stalder, Thomas C. Quick and David Rector.

EXECUTIVE OFFICERS

The following table identifies our current executive officers:

Name	Age	Capacities in Which Served	In Current Position Since
Jack Van Hulst	70	President, Chief Executive Officer, Secretary and Director	November 2009
John E. Thompson, Ph.D.	68	Executive Vice President and Chief Scientific Officer, Director	July 2004
Joel P. Brooks(1)	51	Chief Financial Officer and Treasurer	December 2000
Richard Dondero(2)	60	Vice President of Research and Development	July 2004

____________

(1)

Mr. Brooks was appointed our Chief Financial Officer and Treasurer in December 2000. From September 1998 until November 2000, Mr. Brooks was the Chief Financial Officer of Blades Board and Skate, LLC, a retail establishment specializing in the action sports industry. Mr. Brooks was Chief Financial Officer from 1997 until 1998 and Controller from 1994 until 1997 of Cable and Company Worldwide, Inc. He also held the position of Controller at USA Detergents, Inc. from 1992 until 1994, and held various positions at several public accounting firms from 1983 through 1992. Mr. Brooks received his Bachelor of Science degree in Commerce with a major in Accounting from Rider University in February 1983. Mr. Brooks also serves on the board of directors and is chairman of the audit committee of USA Technologies, Inc.

(2)

Mr. Dondero was appointed our Vice President of Research and Development in July 2004. From July 2002 until July 2004, Mr. Dondero was a Group Leader in the Proteomics Reagent Manufacturing division of Molecular Staging, Inc., a biotech firm engaged in the measurement and discovery of new biomarkers. From 1985 through June 2001, Mr. Dondero served in several roles of increasing responsibility through Vice President of Operations and Product Development at Cistron Biotechnology, Inc. From 1977 through 1985, Mr. Dondero served as a senior scientist at Johnson and Johnson, and from 1975 through 1977, as a scientist at Becton Dickinson. Mr. Dondero received his Bachelor of Arts degree from New Jersey State University in 1972 and his Master of Science degree from Seton Hall University in 1976.

None of our current executive officers are related to any other executive officer or to any of our directors. Our executive officers are elected annually by our board and serve until their successors are duly elected and qualified.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis explains the principles underlying our compensation policies and decisions and the principal elements of compensation paid to our executive officers during Fiscal 2009. Our Chief Executive Officer, Chief Financial Officer and all of our other executive officers included in the Summary Compensation Table will be referred to as the “named executive officers” for purposes of this discussion.

Compensation Objectives and Philosophy

The Compensation Committee, also referred to herein as the Committee, of the board is responsible for the following:

to discharge the board’s responsibilities relating to compensation of our directors and named executive officers;

to have overall responsibility for approving and evaluating our director and officer compensation plans, policies and programs;

to have responsibility for producing an annual report on executive compensation for inclusion in our proxy statement; and

to review and discuss with Senesco management the Compensation Discussion & Analysis, which is included in Senesco’s annual proxy statement.

As part of this process, the Committee seeks to accomplish the following objectives with respect to our executive compensation programs:

to motivate, recruit and retain executives capable of meeting our strategic objectives;

to provide incentives to ensure superior executive performance and successful financial results for us; and

to align the interests of executives with the long-term interests of our stockholders.

The Committee seeks to achieve these objectives by:

linking a substantial portion of compensation to our achievement of long-term and short-term financial objectives and the individual’s contribution to the attainment of those objectives;

providing long-term equity-based incentives and encouraging direct share ownership by executives with the intention of providing incentive-based compensation to encourage a long-term focus on company profitability and stockholder value; and

understanding the marketplace and establishing a compensation structure that is adjusted for our position in the marketplace and our current financial condition and limited capital resources.

Setting Executive Compensation

In Fiscal 2008 and Fiscal 2009, the Committee engaged J. Richard and Co., also referred to herein as J. Richard, a nationally recognized compensation consulting firm, to provide competitive compensation data and general advice on our compensation programs and policies for our Chief Executive Officer, and J. Richard was available for consultation with the Committee to discuss the compensation programs for our other named executive officers. During Fiscal 2008 and Fiscal 2009, J. Richard performed a market analysis of the compensation paid by comparable companies and provided the Committee with recommended compensation ranges for the Chief Executive Officer based on the competitive data. In addition, the former Chief Executive Officer provided recommendations to the Committee with respect to the compensation packages for those other named executive officers for Fiscal 2009, and the Committee also reviewed the former Chief Executive Officer’s recommendation against compensation paid by comparable companies.

For Fiscal 2008 and 2009, the Committee’s objective to target each component of compensation listed below to be competitive with comparable positions at peer group companies, and to target the total annual compensation of each named executive officer at the appropriate level for comparable positions at the competitive peer group companies. For Fiscal 2008, our list of peer group companies was as follows: Introgen Therapeutics, Inc.; Kosan BioSciences, Inc.; Avalon Pharmaceuticals, Inc.; Atherogenics, Inc.; Keryx BioPharaceuticals, Inc.; Targeted Genetics Corporation; Neopharm, Inc.; Genta, Inc.; and Vion Pharmaceuticals, Inc.

During the current compensation review process, the Committee elected not to engage an independent compensation consultant. This decision was based on the Committee’s belief that prior years analysis did not closely enough parallel the scope of our business relative to the breadth of operations in general, executive officers scope of duties and responsibilities, position in the life cycle, financial responsibilities, capitalization and size of management staff. The Committee also met with the former Chief Executive Officer, Bruce C. Galton, who agreed with the approach not to engage an outside consultant and agreed to provide a review of management’s performance against objectives for the period to assist in ascertaining equity award levels.

The Committee elected to identify various companies in the biotech sector we felt were somewhat close in scope of operation to the Company. It became evident, as in prior years, that due to the key banner points listed above (the breadth of operations in general, executive officers scope of duties and responsibilities, position in the life cycle, financial responsibilities, capitalization and size of management staff) it is very difficult to identify such public entities for comparative purposes. For Fiscal 2009, the companies we elected to evaluate were as follows: Adolor Corporation (ADLR); MDRNA Inc. (MRNA); Anesiva Inc. (ANSV); Santarus Inc. (SNTS); Sequenom, Inc.(SQNM); Cubist (CBST); Lexicon (LXRX); and Targacept, Inc. (TRGT).

However, in determining the compensation of each named executive officer, the Committee also considers a number of other factors, including Senesco’s recent performance and the named executive officer’s individual performance, the former Chief Executive Officer’s recommendations and the importance of the executive’s position and role in relation to execution of the Company’s strategic plan. There is no pre-established policy for allocation of compensation between cash and non-cash components or between short-term and long-term components. Instead, the Committee determines the mix of compensation for each named executive officer based on its review of the competitive data, its subjective analysis of that individual’s performance and contribution to our financial performance, the financial strength and outlook of the Company and, most of all, what is considered fair and reasonable based on the scope of operations and responsibilities. For the former Chief Executive Officer, for Fiscal 2009, the Committee set his performance targets and compensation levels based upon the input from the Committee’s analysis and from the former Chief Executive Officer. For other named executive officers, the Committee sets performance targets and compensation levels after receiving recommendations from the former Chief Executive Officer and reviewing those recommendations with the full Committee.

In selecting companies to survey for such compensation purposes, the Compensation Committee considered many factors not directly associated with the stock price performance of those companies, such as geographic location, development stage, organizational structure and market capitalization. For this reason, there is not a meaningful correlation between the companies included within the peer group identified for comparative compensation purposes and the companies included within the RDG Micro Biotechnology Index.

Components of Compensation

For Fiscal 2008, our executive compensation program included the following components:

base salary;

annual short-term equity incentives;

long-term equity incentive awards; and

change in control and other severance arrangements.

For Fiscal 2009, our executive compensation program included the following components:

base salary;

annual short-term equity incentives;

a continuation of the long-term equity incentive program; and

change in control and other severance arrangements.

Currently, for Fiscal 2010, our executive compensation program includes the following components:

base salary;

annual short-term equity incentives; and

a continuation of the long-term equity incentive program.

The Committee seeks to align the named executive officers’ and stockholders’ interests in a pay for performance environment. On average, a large portion of an executive officer's total compensation is at risk, with the amount actually paid tied to achievement of pre-established objectives and individual goals.

Base Salary

In General – It is the Committee’s objective to set a competitive rate of annual base salary or consulting fees for each named executive officer. The Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their executive officers with a guaranteed annual component of compensation that is not subject to performance risk. However, the Committee recognizes that Senesco is still a development stage company, with little to no revenue currently and believes that developing too rigid of a compensation structure can become detrimental to the progress of the company.

When compared to comparable positions at the competitive peer group companies, it is the Committee’s objective to target the base compensation level of executive officers below the 50th percentile because of our current financial position. Historically the compensation levels for our executive officers has been below the 25th percentile of competitive peer group companies. However, in determining the compensation of each executive officer, the Committee also considers a number of other factors, including recent Company and individual performance and the CEO’s recommendations. There is no pre-established policy for allocation of compensation between cash and non-cash components or between short-term and long-term components. Instead, the Committee determines the mix of compensation for each executive officer based on its review of the competitive data and its subjective analysis of that individual’s performance and contribution to the Company’s financial performance.

Base Salary for Fiscal 2009 – For Fiscal 2009, each named executive officer’s salary, except for the President and Chief Executive Officer and the Executive Vice-President and Chief Scientific Officer, was increased to cover cost of living increases. The table below shows annual Fiscal 2009 and Fiscal 2008 base salary or consulting rates for each named executive officer:

Name	Title	2008 Salary			2009 Salary (1)			% Increase
Bruce C. Galton (3)	President and Chief Executive Officer	$	255,000		$	255,000			0.0	%
John E. Thompson	Executive Vice-President and Chief Scientific Officer	$	65,000	(2)	$	65,000	(2)		0.0	%
Sascha P. Fedyszyn(4)	Vice-President of Corporate Development and Secretary	$	101,400		$	107,500			6.0	%
Joel P. Brooks	Chief Financial Officer and Treasurer	$	150,800		$	160,000			6.1	%
Richard Dondero	Vice-President of Research and Development	$	130,000		$	143,000			10.0	%

(1)

Annual salary increase became effective July 1, 2008.

(2)

Represents consulting fees paid under a consulting agreement.

(3)

Mr. Galton resigned from the Company on November 16, 2009.

(4)

Mr. Fedyszyn resigned from the Company on February 1, 2010.

There were no increases in base salary approved for Bruce C. Galton and John E. Thompson as the Compensation Committee deemed the scope of their resource management (i.e. personnel, operating budgets, and outside relationships) were commensurate, fair and reasonable relative to their current base salary rate.

Messrs. Fedyszyn and Brooks received approximately a 6% increase in base salary to (i) reflect a cost of living adjustment and (ii) their relative performance. Mr. Dondero also received approximately a 10% increase in base salary to reflect each of the foregoing plus an additional $5,000 range adjustment to bring his salary more in line with the other named executive officers. The Committee wishes to provide additional compensation to all of the named executive officers, including the chief executive officer, through the development of incentive programs based on the named executives performance and attainment of stated objectives that enhance shareholder value in order to (i) link a substantial portion of their compensation to the achievement of short-term and long-term objectives and (ii) to save cash given our limited capital resources.

During the course of the year, the Committee determined that we could in no manner financially support the terms of the various employment agreements in effect. The Committee issued a notice of non-renewal to all named executive officers in effect not renewing the employment agreements moving forward following the various upcoming anniversary dates of each agreement. We anticipate that each of the named executive officers will, following the expiration of their employment agreements, continue as employees on an “at will basis”, meaning that either we or the employees may discontinue their employment with or without notice or cause. The employees’ respective salaries, duties and titles will remain unchanged.

Base Salary for Fiscal 2010 – For Fiscal 2010, after a review of the factors discussed above, each named executive officer’s salary was not increased.

Effective November 16, 2009, Jack Van Hulst, a current member of our board of directors, assumed the role of President and Chief Executive Officer of Senesco. We have not and do not anticipate entering into a new employment agreement with Mr. Van Hulst, however, the Compensation Committee and independent members of the board determined to pay to Mr. Van Hulst a monthly salary in the amount of $5,000 and to grant to Mr. Van Hulst options to purchase shares of the our common stock, par value $0.01, in the amount of 25,000 options per month, pursuant to our 2008 Incentive Compensation Plan, which such options shall vest immediately upon each issuance. Such options shall be granted quarterly, two (2) trading days following the Company’s filing of its quarterly report for the respective quarterly period.

Annual Bonuses for Fiscal 2009 and Fiscal 2010 – Bonuses are determined at the discretion of the board based upon the recommendation of the Committee. There were no cash bonuses granted during Fiscal 2009. The Committee is currently reviewing whether or not there will be cash bonuses granted for Fiscal 2010.

Short Term Incentive Equity Awards

In General – A portion of each named officer’s compensation is provided in the form of short-term equity awards. It is the Committee’s belief that properly structured equity awards are an effective method of aligning the short-term interests of our named executive officers with those of our stockholders.

Equity awards were made in the form of incentive stock options. The Committee has followed a grant practice of tying equity awards to its annual calendar year-end review of individual performance, its assessment of our performance and our operational results.

Restricted Stock Unit and Incentive Stock Option Short-Term Incentive Plan for Fiscal 2008 – Pursuant to the Company’s Restricted Stock Unit and Incentive Stock Option Short-Term Incentive Plan, or STIP, covering Fiscal 2008, equity grants to our named executive officers were in the form of restricted stock units, also referred to herein as RSU’s, and incentive stock options, also referred to herein as ISO’s. Each RSU and ISO entitles the recipient to receive one (1) share of our common stock upon vesting or upon a designated date or event following such vesting. Each ISO was granted with an exercise price of $0.99. Each named executive had the option of receiving their RSU grant in the form of RSU’s or ISO’s. If a named execute chose to receive ISO’s in lieu of RSU’s, then such named executive was granted twice as many ISO’s, due to the $0.99 exercise price of such ISO’s. All RSU’s and ISO’s were awarded together and were distributed in November 2008 after evaluation of the performance objectives identified further below under the heading STIP Performance Objectives, or SPO’s.

The Committee will follow a grant practice of tying equity awards to its annual year-end review of individual performance, its assessment of our performance and our financial results. Accordingly, it is expected that any equity awards to the named executive officers will be made on an annual basis promptly after the release of our financial results. The Committee has established short-term incentive grant guidelines for eligible named executive officers each year based on competitive annual grant data provided by management’s compensation consultant and by J. Richard, the Committee’s compensation consultant.

The total amount of RSU’s and ISO’s in the STIP pool awarded to our named executive officers was 237,300 shares, which consisted of 112,700 RSU’s and 124,600 ISO’s, representing 1.4% of the outstanding shares as of July 1, 2007. The specific amount of RSU’s and ISO’s awarded to each individually named executive officer relating to the performance objectives were based on (i) the functional areas assessed by the underlying detailed objectives of each named executive officer, (ii) the weight of each of the functions of each named executive officer and (iii) the contribution to each function by each named executive officer.

The amount and percentage of the RSU’s and ISO’s awarded to all the named executive officers as a whole for their contributions to each of the STIP Performance Objectives were as follows:

STIP Performance Objective	Percentage of STIP RSU and ISO Award Pool			Total Amount of RSU’s and ISO’s Awarded As a Whole to All Named Executive Officers per SPO
First STIP Performance Objective. Contributions Relating to Cancer Target		45	%		126,000
Second STIP Performance Objective. Contributions Relating to Financing		25	%		45,938
Third STIP Performance Objective. Contributions Relating to Licensing and Support		15	%		32,812
Fourth STIP Performance Objective. Contributions Relating to Intellectual Property Administration		4	%		11,200
Fifth STIP Performance Objective. Contributions Relating to Investor Relations		3	%		5,775
Sixth STIP Performance Objective. Contributions Relating to Website Administration		1	%		1,925
Seventh STIP Performance Objective. Contributions Relating to Audits and Securities Filings		5	%		9,625
Eighth STIP Performance Objective. Contributions Relating to the American Stock Exchange Duties		1	%		1,750
Ninth STIP Performance Objective. Contributions Relating to the Future Financing Plan		1	%		2,275

Each named executive officer eligible to receive an award pursuant to the STIP was required to be employed by the Company upon the vesting date in November 2008, also referred to herein as the Vesting Date. If a named executive officer was no longer employed by the Vesting Date, then such named executive officer’s respective RSU or ISO award tied to such STIP Performance Objective would be forfeited. All named executive officers were employed on the Vesting Date. The Committee shall have the sole discretion to reinstate any eliminated portion or segment of a STIP Performance Objective award or that portion of a STIP Performance Objective award for an award to a successor to the STIP Performance Objectives.

Subject to the preceding paragraph, the approximate individual amounts and percentages of RSU and ISO awards to the named executive officers were as follows:

Name	Bruce C. Galton			Joel P. Brooks			Sascha P. Fedyszyn			John E. Thompson			Richard Dondero
Title	President and Chief Executive Officer			Chief Financial Officer and Treasurer			Vice-President of Corporate Development and Secretary			Executive Vice- President and Chief Scientific Officer			Vice-President of Research and Development
Type of Award	RSU			RSU			RSU			RSU			RSU
Percentage of 126,000 RSU’s and ISO’s Awarded for First SPO		20	%		10	%		10	%		25	%		35	%
Number of RSU’s and ISO’s Awarded for the First SPO		15,750			7,875			7,875			39,376			55,124
Percentage of 45,938 RSU’s and ISO’s Awarded for the Second SPO		45	%		45	%		5	%		0	%		5	%
Number of RSU’s and ISO’s Awarded for the Second SPO		19,687.5			19,687.5			2,188			0			4,375
Percentage of 32,812 RSU’s and ISO’s Awarded for the Third SPO		35	%		5	%		35	%		15	%		10	%
Number of RSU’s and ISO’s Awarded for the Third SPO		9,187.5			1,312.5			9,187			7,875			5,250
Percentage of 11,200 RSU’s and ISO’s Awarded for the Fourth SPO		10	%		0	%		30	%		30	%		30	%
Number of RSU’s and ISO’s Awarded for the Fourth SPO		700			0			2,100			4,200			4,200
Percentage of 5,775 RSU’s and ISO’s Awarded for the Fifth SPO		30	%		30	%		30	%		0	%		10	%
Number of RSU’s and ISO’s Awarded for the Fifth SPO		1,575			1,575			1,575			0			1,050
Percentage of 1,925 RSU’s and ISO’s Awarded for the Sixth SPO		10	%		10	%		70	%		0	%		10	%

Number of RSU’s and ISO’s Awarded for the Sixth SPO	175		175		1,225		0		350
Percentage of 9,625 RSU’s and ISO’s Awarded for the Seventh SPO	20	%	60	%	10	%	5	%	5	%
Number of RSU’s and ISO’s Awarded for the Seventh SPO	1,750		5,250		875		875		875
Percentage of 1,750 RSU’s and ISO’s Awarded for the Eighth SPO	50	%	50	%	0	%	0	%	0	%
Number of RSU’s and ISO’s Awarded for the Eighth SPO	875		875		0		0		0
Percentage of 2,275 RSU’s and ISO’s Awarded for the Ninth SPO	30	%	30	%	10	%	10	%	20	%
Number of RSU’s and ISO’s Awarded for the Ninth SPO	525		525		175		350		700
Total RSU’s and ISO’s Awarded	50,225		37,275		25,200		52,676		71,924
Percentage of 237,300 RSU’s and ISO’s Awarded for All SPOs	29	%	21	%	14	%	15	%	21	%

In October 2008, the Committee determined that the executive officers had achieved the previously granted short-term performance milestones, and accordingly, determined to vest, effective two (2) trading days following the Company’s filing of its quarterly report on Form 10-Q for the quarter ended September 30, 2008, the foregoing RSUs/options as follows:

Mr. Galton received 50,255 RSUs;

Mr. Brooks received 37,275 RSUs;

Mr. Fedyszyn received 25,200 RSU;

Dr. Thompson received 52,676 options; and

Mr. Dondero received 71,924 options.

Restricted Stock Unit and Incentive Stock Option Short-Term Incentive Plan for Fiscal 2009 – Pursuant to the Company’s Restricted Stock Unit and Incentive Stock Option Short-Term Incentive Plan, or STIP, covering Fiscal 2009, equity grants to our named executive officers were in the form of restricted stock units, also referred to herein as RSU’s, and incentive stock options, also referred to herein as ISO’s. The RSU’s and options were granted effective two (2) days following the filing of our quarterly report on Form 10-Q for the quarter ended September 30, 2008. Each ISO will have an exercise price equal to the closing price on the day prior to the grant date, or $.60. Each RSU and ISO entitles the recipient to receive one (1) share of our common stock upon vesting or upon a designated date or event following such vesting. Each named executive had the option of receiving their RSU grant in the form of RSU’s or ISO’s. If a named execute chose to receive ISO’s in lieu of RSU’s, then such named executive will be granted twice as many ISO’s. All RSU’s and ISO’s will be awarded together and will be available for distribution upon evaluation of performance objectives that have been identified further below under the heading STIP Performance Objectives, or SPO’s.

The total amount of RSU’s and ISO’s in the STIP pool awarded to our named executive officers was 264,000 shares, which consisted of 136,000 RSU’s and 128,000 ISO’s, representing 1.4% of the outstanding shares as of July 1, 2008. The specific amount of RSU’s and ISO’s awarded to each individually named executive officer relating to the performance objectives are based on (i) the functional areas assessed by the underlying detailed objectives of each named executive officer, (ii) the weight of each of the functions of each named executive officer, and (iii) the contribution to each function by each named executive officer.

The amount and percentage of the RSU’s and ISO’s awarded to all the named executive officers as a whole for their contributions to each of the STIP Performance Objectives was as follows:

STIP Performance Objective	Percentage of STIP RSU and ISO Award Pool			Total Amount of RSU’s and ISO’s Awarded As a Whole to All Named Executive Officers per SPO
First STIP Performance Objective. Contributions Relating to Finance Objectives		15	%		30,900
Second STIP Performance Objective. Contributions Relating to Agricultural Licensing Objectives		20	%		53,600
Third STIP Performance Objective. Contributions Relating to Human Health Objectives		25	%		82,000
Fourth STIP Performance Objective. Contributions Relating to Investor Relations, Intellectual Property and Website Administration		25	%		61,500
Fifth STIP Performance Objective. Contributions Relating to Organizational Objectives		15	%		36,000

Each named executive officer eligible to receive an award pursuant to the STIP is required to be employed by the Company upon the vesting date in or around November 2009, also referred to herein as the STIP Vesting Date. If a named executive officer is no longer employed by the STIP Vesting Date, then such named executive officer’s respective RSU or ISO award tied to such STIP Performance Objective will be forfeited. The Committee shall have the sole discretion to reinstate any eliminated portion or segment of a STIP Performance Objective award or that portion of a STIP Performance Objective award for an award to a successor to the STIP Performance Objectives.

The amount and percentage of RSU’s and ISO’s awarded to the named executive officers individually for their contributions to each of the STIP Performance Objectives may be modified, altered and redistributed by the Chief Executive Officer, subject to Committee review, to reflect (i) the actual performance of each named executive officer, (ii) the potential reassignment of duties of each named executive officer, and (iii) the unanticipated accomplishments by any of the named executive officers after the outset of the STIP that contribute significantly to stockholder value during Fiscal 2009.

Subject to the preceding paragraph, the approximate individual amounts and percentages of RSU and ISO awards to the named executive officers are as follows:

Name	Bruce C. Galton			Joel P. Brooks			Sascha P. Fedyszyn			John E. Thompson			Richard Dondero
Title	President and Chief Executive Officer (1)			Chief Financial Officer and Treasurer			Vice-President of Corporate Development and Secretary (2)			Executive Vice- President and Chief Scientific Officer			Vice-President of Research and Development
Type of Award	RSU			RSU			RSU			ISO			ISO
Percentage of 30,900 RSU’s and ISO’s Awarded for First SPO		41	%		53	%		3	%		0	%		3	%
Number of RSU’s and ISO’s Awarded for the First SPO		12,300			16,000			800			0			1,800
Percentage of 53,600 RSU’s and ISO’s Awarded for the Second SPO		26	%		0	%		40	%		15	%		19	%
Number of RSU’s and ISO’s Awarded for the Second SPO		10,400			0			16,000			12,000			15,200
Percentage of 82,000 RSU’s and ISO’s Awarded for the Third SPO		25	%		5	%		6	%		23	%		41	%
Number of RSU’s and ISO’s Awarded for the Third SPO		12,500			2,500			3,000			23,000			41,000
Percentage of 61,500 RSU’s and ISO’s Awarded for the Fourth SPO		30	%		10	%		37	%		5	%		18	%
Number of RSU’s and ISO’s Awarded for the Fourth SPO		15,000			5,000			18,500			5,000			18,000
Percentage of 36,000 RSU’s and ISO’s Awarded for the Fifth SPO		53	%		15	%		12	%		13	%		7	%
Number of RSU’s and ISO’s Awarded for the Fifth SPO		15,800			4,500			3,700			8,000			4,000

In October 2009, after a review of each of the factors that compromise the short-term award program, the Committee determined that the executive officers had partially achieved the previously granted short-term performance milestones, and accordingly, determined to vest, effective two (2) trading days following the Company’s filing of its quarterly report on Form 10-Q for the quarter ended September 30, 2009, the foregoing RSUs/options as follows:

Mr. Galton received shares of common stock underlying his 49,500 RSUs;

Mr. Brooks received shares of common stock underlying his 26,600 RSUs;

Mr. Fedyszyn received shares of common stock underlying his 39,900 RSU;

Dr. Thompson received 48,000 options; and

Mr. Dondero received 76,000 options.

Restricted Stock Unit and Incentive Stock Option Short-Term Incentive Plan for Fiscal 2009—On February 16, 2010, the Compensation Committee determined to award options to purchase shares of common stock of the Company, par value $0.01, to each of Joel Brooks and Mr. Richard Dondero. These option grants are intended to retain such officers and to motivate such officers in the continued performance of their respective offices.

Accordingly, effective February 19, 2010, Mr. Brooks and Mr. Dondero were each granted options to purchase 300,000 shares of the Company’s common stock pursuant to the Company’s 2008 Incentive Compensation Plan. Such options shall vest as follows:

Options to purchase 60,000 shares of common stock shall immediately vest upon issuance; and

Subject to the Compensation Committee’s further evaluation, as described below, options to purchase up to 60,000 shares of common stock shall vest on each of June 30, 2010, June 30, 2011, June 30, 2012 and June 30, 2013.

Notwithstanding the foregoing, prior to each vesting date, the Compensation Committee shall evaluate Mr. Brooks’ and Mr. Dondero’s respective performances during the preceding fiscal year and shall have the right to unilaterally reduce their unvested options in the Committee’s sole discretion. Further, the unvested options of a relevant officer shall be forfeited upon the termination of such officer’s employment. The options were granted at an exercise price equal to the fair market value of the Company’s common stock on February 19, 2010 or $0.29.

Long-Term Incentive Equity Awards

In General – A portion of each named executive officer’s compensation is provided in the form of long-term incentive equity awards as set forth in the Long-Term Incentive Plan, also referred to herein as the LTIP discussed below. It is the Committee’s belief that properly structured equity awards are an effective method of aligning the long term interests of our named executive officers with those of our stockholders.

Beginning with Fiscal 2008, equity awards have been made in the form of restricted stock units. The Committee will follow a grant practice of tying equity awards upon of the completion of certain event milestones, also referred to herein as the LTIP Event Milestones, discussed below. Accordingly, it is expected that any equity awards to the named executive officers will be made promptly after the completion of each LTIP Event Milestone. The Committee has established long-term incentive grant guidelines for eligible named executive officers based on competitive annual grant data provided by management’s compensation consultant and by J. Richard, the Committee’s compensation consultant.

Long-Term Incentive Plan – Beginning on December 13, 2007, also referred to herein as the LTIP Effective Date, and ending on the earlier of (i) the completion of the Third LTIP Event Milestone or (ii) three (3) years from the LTIP Effective Date, LTIP equity grants to our named executive officers are in the form of RSU’s and ISO’s. Each RSU and ISO entitles the recipient to receive one (1) share of our common stock upon vesting or upon a designated date or event following such vesting. Each ISO was granted with an exercise price of $0.99. Each named executive had the option of receiving their RSU grant in the form of RSU’s or ISO’s. If a named execute chose to receive ISO’s in lieu of RSU’s, then such named executive was granted twice as many ISO’s, due to the $0.99 exercise price of such ISO’s.

The total RSU’s and ISO’s in the LTIP pool awarded to our named executive officers was 775,000 shares, which consisted of 225,000 RSU’s and 550,000 ISO’s, representing 3.9% of the outstanding shares as of July 1, 2009.

The amount and percentage of the RSU’s awarded to all the named executive officers as a whole for the completion of each of the three LTIP Event Milestones are as follows:

LTIP Event Milestone	Percentage of LTIP RSU and ISO Award Pool			Total Amount of RSUs and ISO’s Awarded As a Whole to All Named Executive Officers
First LTIP Event Milestone. The Execution of a Research Agreement to Conduct Phase I/II Trials at a Research Facility		20	%		155,000
Second LTIP Event Milestone. The Filing and Acceptance by the U.S. FDA of an investigation new drug application, or IND, by the date set by the Committee		20	%		155,000
Third LTIP Event Milestone. The Successful Completion of Phase I/II Trials Approved by the FDA by the date set by the Committee		60	%		465,000

Each named executive officer eligible to receive an award pursuant to the LTIP is required to be employed by the Company upon the completion of each individual LTIP Event Milestone. If a named executive officer is no longer employed by the Company before the completion of an individual LTIP Event Milestone, then such named executive officer’s respective RSU or ISO award tied to such uncompleted LTIP Event Milestone will be forfeited and so will that total portion of the whole LTIP award pool. The Committee shall have the sole discretion to reinstate any eliminated portion or segment of a LTIP Event Milestone award or that portion of a LTIP Event Milestone award for a successor to the LTIP Event Milestones.

The LTIP awards for each named executive officer upon the completion of each individual LTIP Event Milestone shall be as follows:

Name	Title	Percentage of Total RSU’s Awarded Upon Completion of a LTIP Event Milestone			Number of RSU’s Awarded upon Completion of First LTIP Event Milestone		Number of RSU’s Awarded upon Completion of Second LTIP Event Milestone		Number of RSU’s Awarded upon Completion of Third LTIP Event Milestone
Bruce C. Galton(1) (3)	President and Chief Executive Officer		25	%		25,000		25,000		75,000
Joel P. Brooks(1)	Chief Financial Officer and Treasurer		10	%		10,000		10,000		30,000
Sascha P. Fedyszyn(1)(4)	Vice-President of Corporate Development and Secretary		10	%		10,000		10,000		30,000

John E. Thompson (2)		Executive Vice-President and Chief Scientific Officer			25	%			50,000				50,000				150,000
Richard Dondero(2)		Vice-President of Research and Development			30	%			60,000				60,000				180,000

(1)

Represents RSU’s.

(2)

Represents ISO’s.

(3)

Mr. Galton resigned from the Company on November 16, 2009 and, thus his unvested awards were forfeited.

(4)

Mr. Fedyszyn resigned from the Company on February 1, 2010. and, thus his unvested awards were forfeited.

As of the date hereof, none of the LTIP Event Milestones have been met.

It is the Committee’s belief that RSU and ISO awards are essential to the retention of the named executive officers, crucial to our long-term financial successes and will help to advance the share ownership guidelines, which may be established by the Committee for the executive officers. The RSU’s and ISO’s have award schedules which provide a meaningful incentive for the named executive officer to remain in our service. These equity awards also serve as an important vehicle to achieve the Committee’s objective of aligning management and stockholder interests. Equity awards in the form of RSU’s and ISO’s promote all of these objectives in a manner which is less dilutive to the stockholders than traditional option grants and provide a more direct correlation between our compensation cost that we must record for financial accounting purposes and the value delivered to the named executive officers.

Market Timing of Equity Awards. The Compensation Committee does not engage in any market timing of the equity awards made to the executive officers or other award recipients, and accordingly, there is no established practice of timing our awards in advance of the release of favorable financial results or adjusting the award date in connection with the release of unfavorable financial developments affecting our business. In addition, we will attempt, when possible, to make equity awards to our executive officers and directors promptly after the release of our financial results.

Executive Benefits and Perquisites

In General – The named executive officers also are provided with certain market competitive benefits. They are currently not provided with any perquisites. It is the Committee’s belief that such benefits are necessary for us to remain competitive and to attract and retain top caliber executive officers, since such benefits are typically provided by companies in the biotechnology industry and with other companies with which we compete for executive talent.

Retirement Benefits – The named executive officers may participate in the company-wide 401(k) plan. We do not make any contributions to the 401(k) plan and do not have any additional retirement benefits.

Other Benefits and Perquisites – All administrative employees, including the named executive officers, are eligible to receive standard health, disability, and life insurance. We do not provide any additional benefits and perquisites.

IRC Section 162(m) compliance

As a result of Section 162(m) of the Internal Revenue Code, publicly-traded companies such as us are not allowed a federal income tax deduction for compensation, paid to the Chief Executive Officer and the four other highest paid executive officers, to the extent that such compensation exceeds $1 million per officer in any one (1) year and does not otherwise qualify as performance-based compensation. Currently, our stock option compensation packages are structured so that compensation deemed paid to an executive officer in connection with the exercise of a stock option should qualify as performance-based compensation that is not subject to the $1 million limitation. However, other awards, like RSU’s and ISO’s, made under that Plan may or may not so qualify. In establishing the cash and equity incentive compensation programs for the executive officers, it is the Committee’s view that the potential deductibility of the compensation payable under those programs should be only one (1) of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason the Committee may deem it appropriate to continue to provide one (1) or more executive officers with the opportunity to earn incentive compensation, including cash bonus programs tied to our financial performance and restricted stock units awards, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. It is the Committee’s belief that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to our financial success, even if part of that compensation may not be deductible by reason of the Section 162(m) limitation. For Fiscal 2008, none of our executive officer’s compensation reached the $1 million limitation. The Committee will continue to evaluate such $1 million limitation in Fiscal 2010.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation, Discussion and Analysis with management, and based on this review and these discussions, the Compensation Committee recommended to the board that the Compensation, Discussion and Analysis be included in this proxy statement.

This report is submitted on behalf of the

Compensation Committee

David Rector, Chairman

John N. Braca

Summary Compensation Table

The following table sets forth information concerning compensation for services rendered in all capacities during the fiscal years ended June 30, 2009, June 30, 2008 and June 30, 2007 awarded to, earned by or paid to: (i) each person who served as our Chief Executive Officer; (ii) our Chief Financial Officer; and (iii) each of our three other executive officers whose total compensation for Fiscal 2009 was in excess of $100,000 and who were serving as our executive officers at the end of Fiscal 2009, collectively referred to herein as the Named Executives. No other executive officers who would have otherwise been includable in such table on the basis of total compensation for Fiscal 2009 have been excluded by reason of their termination of employment or change in executive status during that year.

Name and Principal Position	Year (1)	Salary ($)(2)		Bonus ($)(3)	Stock Awards ($) (5)		Option Awards ($) (5)		Non- Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (4)		Total ($)
(a)	(b)	(c)		(d)	(e)		(f)		(g)		(h)		(i)		(j)
Bruce C. Galton	2009	$	258,348	—	$	39,600		—		-		-		-	$	297,948
(President and Chief	2008	$	258,347	—	$	173,473		—		-		-	$	14,711	$	446,531
Executive Officer)(6)	2007	$	244,722	—		—	$	34,000		-		-		-	$	278,722

Joel P. Brooks	2009	$	161,986	—	$	16,800		—		-		-		-	$	178,786
(Chief Financial Officer and	2008	$	149,885	—	$	86,402		—		-		-		-	$	236,287
Treasurer)	2007	$	143,450	—		—	$	21,250		-		-		-	$	164,700

Richard Dondero	2009	$	145,507	—		—	$	36,800		-		-		-	$	182,307
(Vice-President of	2008	$	130,008	—		—	$	282,662		-		-		-	$	412,670
Research)	2007	$	124,500	—		—	$	21,250		-		-		-	$	145,750

Sascha P. Fedyszyn	2009	$	108,091	—	$	25,200		—		-		-		-	$	133,291
(Vice-President of	2008	$	103,634	—	$	74,448		—		-		-	$	3,731	$	181,813
Corporate Development and Secretary)(7)	2007	$	95,750	—		—	$	21,250		-		-		-	$	117,000

John E. Thompson Ph.D.(8)	2009	$	65,000	—		—	$	22,080		-		-		-	$	87,080
(Executive Vice-President	2008	$	65,000	—		—	$	230,034		-		-		-	$	295,034
and Chief Scientific Officer)	2007	$	63,700	—		—	$	21,250		-		-		-	$	84,950

(1)

Senesco’s fiscal year ends on June 30.

(2)

Such amount represents actual salary paid, including such amounts deferred in connection with our 401(k) plan.

(3)

There were no bonuses earned or paid during the fiscal years ended June 30, 2009, June 30, 2008 and June 30, 2007.

(4)

Such amount represents unused vacation time paid during the fiscal year ended June 30, 2008.

(5)

These columns show the grant date fair value of awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). A discussion of assumptions used in calculating award values may be found in Note 7 to our 2009 audited financial statements in our Form 10-K/A.

(6)

Mr. Galton resigned from the Company on November 16, 2009.

(7)

Mr. Fedyszyn resigned from the Company on February 1, 2010.

(8)

Effective November 16, 2009, Jack Van Hulst, assumed the role of President and Chief Executive Officer of the Company.

Executive Compensation Agreements

On July 1, 2003, Joel P. Brooks entered into an employment agreement with Senesco for a term of three (3) years. The agreement automatically renewed for successive one (1) year terms thereafter, unless written notice of termination was provided at least 120 days prior to the end of the applicable term. Notice of termination of the agreement was provided on May 18, 2009 and Mr. Brooks’ employment agreement will expire on June 30, 2010. The agreement provides Mr. Brooks with an annual base salary of $122,000 plus certain benefits, including potential bonuses, equity awards and other perquisites as determined by the board. Our board has since approved several increases in Mr. Brooks’ base salary, which is currently $160,000. The agreement also provides that Mr. Brooks is entitled to a lump sum payment of 1.0 times his annual base salary plus prior year bonus, if his employment with us is terminated by us, prior to a change of control, without cause or by him with good reason, as defined in his employment agreement. If there is a change in control within one (1) year following Mr. Brooks’ termination by us without cause, he is entitled to receive the difference between the monies actually received upon termination and 1.0 times his “base amount” as defined in the employment agreement. If Mr. Brooks’ employment with us is terminated on or following a change in control during the term of the employment agreement, he is entitled to receive a lump sum payment equal to 1.0 times his “base amount”.

On July 19, 2004, we hired Richard Dondero as our new Vice President of Research and Development. In conjunction with Mr. Dondero’s appointment, we entered into a three (3) year employment agreement with Mr. Dondero, effective July 19, 2004. The agreement automatically renewed for successive one (1) year terms thereafter, unless written notice of termination was provided at least 120 days prior to the end of the applicable term. Notice of termination of the agreement was provided on May 18, 2009 and Mr. Dondero’s employment agreement will expire on July 18, 2010. The agreement provides Mr. Dondero with an annual base salary of $110,000 plus certain benefits, including potential bonuses, equity awards and other perquisites as determined by our board. Our board has since approved several increases in Mr. Dondero’s base salary, which is currently $143,000. The agreement also provides that Mr. Dondero is entitled to a lump sum payment of 1.0 times his annual base salary plus prior year bonus, if his employment with us is terminated by us, prior to a change of control, without cause or by him with good reason, as defined in his employment agreement. If there is a change in control within one (1) year following Mr. Dondero’s termination by us without cause, he is entitled to receive the difference between the monies actually received upon termination and 1.0 times his “base amount” as defined in the employment agreement. If Mr. Dondero’s employment with us is terminated on or following a change in control during the term of the employment agreement, he is entitled to receive a lump sum payment equal to 1.0 times his “base amount”.

Grants of Plan-Based Awards

The following Grants of Plan Based Awards table provides additional information about stock and option awards and equity incentive plan awards granted to our named executive officers during the fiscal year ended June 30, 2009.

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards

Estimated Future Payouts Under

Equity Incentive Plan Awards

All Other

Stock

Awards:

Number

of Stock

All Other

Option

Awards:

Number of

Securities

Under-

lying

Exercise

or Base

Price of

Option

Grant

Date Fair

Value of

Equity

Name

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#) (1)

Target

(#)

Maximum

(#)

or Units

(#)

Options

(#)

Awards

($/Sh)

Awards

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

Bruce C. Galton (5)

11/19/2008

66,000

(3)

Joel P. Brooks

11/19/2008

28,000

(3)