Attached files
| file | filename |
|---|---|
| EX-10.1 - Eloxx Pharmaceuticals, Inc. | v167675_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): November 23,
2009
Senesco Technologies,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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001-31326
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84-1368850
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
303
George Street, Suite 420, New Brunswick, New Jersey
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08901
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
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(732) 296-8400
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(Registrant's
telephone number,
including
area code)
|
|
___________________Not
applicable_____________________
(Former
Name or Former Address, if Changed Since Last Report)
|
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
□ Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
|
|
□
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
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Item
1.01 Entry into a Material Definitive Agreement
The material terms of the Agreement are
as follows:
|
·
|
The
Company will pay Mr. Galton severance in an amount equal to four months of
his current annual base salary, less all applicable federal and state
withholdings and deductions which are authorized or required by law, with
such amount to be paid in accordance with the Company’s normal payroll
schedule;
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|
·
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In
the event Mr. Galton elects continuation of coverage under COBRA, the
Company will pay the COBRA premiums for continuation of his group health
insurance coverage for a period of four
months;
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|
·
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All
currently outstanding equity awards made to Mr. Galton during his course
of employment, to the extent any of the awards are stock options, shall
remain exercisable for the underlying shares of common stock until the
expiration date of such options as set forth in the applicable stock
option agreement. In addition, Mr. Galton shall receive 49,500
shares of common stock which represent shares underlying restricted stock
units (“RSU”) which were awarded to Mr. Galton under the Company’s 2009
Short Term Incentive Plan. Aside from the foregoing RSUs, Mr.
Galton shall not receive any additional RSUs under either the Short Term
Incentive Plan or Long Term Incentive
Plan.
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|
·
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The
Company will pay Mr. Galton for all of his accrued but unused vacation
days.
|
Mr. Galton may revoke his acceptance
of the Agreement within seven calendar days following the execution of the
Agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported, on November 16,
2009, Bruce C. Galton resigned from his positions as President, Chief Executive
Officer and member of the Board of Directors of the Company. In
connection therewith, on November 23, 2009, the Company entered into the
Agreement with Mr. Galton, the material terms of which are described in Item
1.01 above. A copy of the Agreement is filed as exhibit 10.1 to this
periodic report on Form 8-K.
Item 9.01 Financial Statements
and Exhibits.
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(d)
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Exhibits.
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10.1
Confidential Separation Agreement and General Release by and between the Company
and Bruce C. Galton dated as of November 23, 2009.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| SENESCO TECHNOLOGIES, INC. | |||
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Dated:
November 25, 2009
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By:
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/s/ Jack Van Hulst | |
| Name: Jack Van Hulst | |||
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Title: President
and Chief Executive Officer
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