Exhibit 10.9


 


	Option
    No.:	 


 


GENVEC,
INC.


2015
OMNIBUS INCENTIVE PLAN



DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT

COVER SHEET


 


GenVec,
Inc., a Delaware corporation (the “Company”), hereby grants an Option (the “Option”) to
purchase shares of its common stock, par value $0.001 per share (the “Stock”), to the individual named below
as the Grantee. The terms and conditions of the Option are set forth in this cover sheet and in the attached Director Non-Qualified
Stock Option Agreement (collectively, the “Agreement”) and in the Company’s 2015 Omnibus Incentive Plan
(as amended from time to time, the “Plan”).


 


	Grant
    Date:	
	 


        Name
        of Grantee:
	 
	 



        Number of Shares of Stock Covered by the Option:	 
	 


        Option
        Price per share of Stock:
	$
	 


        Vesting
        Start Date:
	 
	 


        Vesting
        Schedule:

         
	 


        Subject to the terms of this Agreement
        and provided you continue in Service on such date, one hundred percent (100%) of the shares of Stock covered by this Option shall
        vest on the first (1st) anniversary of the Vesting Start Date.



 




By
signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of
which is also attached. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the
event any provision of this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in this Agreement
are defined in the Plan and have the meaning set forth in the Plan.


 


	
    Grantee:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	 	 	 	 	 	 
	Company:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	Name:	 	 	 	 	 
	Title:	 	 	 	 	 


 






    	 



    	 



    

 


Attachment


 


This
is not a stock certificate or a negotiable instrument.


 











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GENVEC,
INC.


2015
OMNIBUS INCENTIVE PLAN


 


DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT


 


	Non-Qualified
    Stock Option	This
    Option is not intended to be an Incentive Stock Option under Code Section 422 and will be interpreted accordingly.  
	 	 
	Vesting	This
        Option is only exercisable before it expires and then only with respect to the vested portion of the Option.

         

        Your right to purchase shares of Stock
        under this Option vests as set forth in the Vesting Schedule on the cover sheet, provided you then continue in Service. You cannot
        vest in more than the number of shares covered by this Option.

         

        No
        additional shares of Stock will vest after your Service has terminated for any reason.

         

	Change
        in Control


         
	Notwithstanding
    the Vesting Schedule on the cover sheet, upon the consummation of a Change in Control, this Option will become one hundred
    percent (100%) vested, provided you continue in Service as of immediately prior to the consummation of the Change in Control.
	 	 
	Term	Your
    Option will expire in any event at the close of business at Company headquarters on the day before the tenth (10th)
    anniversary of the Grant Date, as shown on the cover sheet.  Your Option will expire earlier (but never later) if
    your Service terminates, as described below.
	 	 
	Termination
    for Cause	If
    your Service is terminated for Cause, then you shall immediately forfeit all rights to your Option (both vested and unvested),
    and the Option shall automatically expire upon your termination of Service.  
	 	 
	Notice of
    Exercise	The
        Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one
        hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the
        Option, by following the procedures set forth in the Plan and below.

         

        When
        you wish to exercise this Option, you must notify the Company or its designee or agent by filing the proper “Notice
        of Exercise” form at the address given on the form. Your notice must specify how many shares of Stock you wish to
        purchase and how your shares of Stock should be registered (in your name only or in your and your spouse’s names
        as joint tenants with right of survivorship). The notice will be effective when it is received by the Company or its designee
        or agent and when it is accompanied by payment in full of the Option Price of the shares of Stock for which such Option
        is being exercised, plus the amount (if any) of federal, state, local, or foreign tax or withholding payment which the
        Company may, in its judgment, be required to withhold with respect to the exercise of such Option.


        



 






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	 	If
        someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction
        that he or she is entitled to do so.

                                                           

	Form of
    Payment	When
        you submit your notice of exercise, you must include payment of the Option Price for the shares of Stock you are purchasing.
        Payment may be made in one (or a combination) of the following forms:

         

        ·          Cash,
        your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.

         

        ·          By
        surrender to the Company of shares of Stock which you already own. The value of the surrendered shares of Stock, determined
        as of the effective date of the exercise of the Option, will be applied to the Option Price.

         

        ·          By
        delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable
        to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate
        Option Price and any withholding taxes.

         

	Withholding
    Taxes	You
    will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes
    that may be due as a result of the Option exercise or sale of Stock acquired under this Option.  In the event that
    the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise
    or sale of shares of Stock arising from this Option, the Company shall have the right to require such payments from you or
    withhold such amounts from other payments due to you from the Company or any Affiliate.  Subject to the prior approval
    of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation,
    in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the
    Company shares of Stock.  The shares of Stock so withheld or delivered must have an aggregate Fair Market Value
    equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
    requirements.
	 	 
	Transfer
    of Option	During
        your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative)
        may exercise the Option. Other than by will or the laws of descent and distribution, the Option may not be sold, assigned,
        transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Option
        be made subject to execution, attachment, or similar process. For instance, you may not sell this Option or use it as
        security for a loan. If you attempt to do any of these things, you will immediately and automatically forfeit your Option.




 






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        Regardless
        of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse,
        nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.

         

	Retention
    Rights	Neither
    your Option nor this Agreement give you the right to be retained or employed by the Company (or any of its Affiliates) in
    any capacity.  The Company (and any Affiliate) reserves the right to terminate your Service at any time and for
    any reason.
	 	 
	Shareholder
    Rights	You,
    or your estate or heirs, have no rights as a shareholder with respect to the shares of Stock underlying the Option unless
    and until the shares of Stock underlying the Option have been issued upon exercise of your Option and either a certificate
    evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books.  No adjustments
    are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued or an
    appropriate book entry has been made, except as described in the Plan.
	 	 
	Clawback	This
        Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to
        any Company or Affiliate “clawback” or recoupment policy or to any Applicable Laws that require the repayment
        by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate,
        the terms or requirements of such policy or Applicable Laws.

         

        If
        the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result
        of misconduct, with any financial reporting requirement under Applicable Laws, and you knowingly engaged in the misconduct,
        were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent
        in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this
        Option earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United
        States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material
        noncompliance.

        




 






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	Adjustments	In
        the event of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock,
        exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares
        of Stock effected without receipt of consideration by the Company, the number of shares covered by this Option and the
        Option Price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. The Committee
        adjustments will be final, binding, and conclusive on all persons.

         

        Your
        Option shall be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company
        is subject to such corporate activity, consistent with Section 16 of the Plan.

         

	Applicable
    Law	This
    Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of
    law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of
    another jurisdiction.
	 	 
	The Plan	The
        text of the Plan is incorporated in this Agreement by reference.

         

        Certain
        capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.

         

        This
        Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior
        agreements, commitments, or negotiations concerning this Option are superseded; except that any written employment, consulting,
        confidentiality, non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate,
        as applicable, shall supersede this Agreement with respect to its subject matter.

         

	Data Privacy	In
        order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited
        to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about
        you, such as home address and business addresses and other contact information, payroll information, and any other information
        that might be deemed appropriate by the Company to facilitate the administration of the Plan.

         

        By
accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent
to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect
to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated
by the Company to administer the Plan.




 






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	Consent
    to Electronic Delivery	The
    Company may choose to deliver certain statutory materials relating to the Plan in electronic form.  By accepting
    this Option, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an
    electronic format and, if requested, agree to participate in the Plan through an on-line or electronic system established
    and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout
    your term of Service and thereafter until you withdraw such consent in writing to the Company.  If at any time you
    would prefer to receive paper copies of the Plan prospectus and the Company’s annual report, as you are entitled to,
    the Company would be pleased to provide copies.  Please contact Senior Director, Finance and Accounting to
    request paper copies of these documents.
	 	 
	Code Section
    409A	The
        grant of the Option under this Agreement is intended to be exempt from, or to the extent subject thereto, to comply with,
        Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement
        will be interpreted and administered to be in compliance with Section 409A.

         

        Notwithstanding
        anything to the contrary in the Plan or this Agreement, neither the Company, any Affiliate, the Board, nor the Committee
        will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section
        409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you or other person
        for such tax or penalty.




 


 By
signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.








 






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Exhibit
10.9


 


Exhibit
A


 


GenVec,
Inc. 2015 Omnibus Incentive Plan


 


[Please
see attached.]