Exhibit
10.8


 


	Option
    No.:	 


 


GENVEC,
INC. 


2015
OMNIBUS INCENTIVE PLAN


 


INCENTIVE 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 Incentive 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 each applicable vesting date:


        ·     One-fourth (1/4) of the shares of Stock covered by this Option shall vest on the first (1st) anniversary of the Vesting
Start Date, and


        ·    
        Beginning on the first day of each month thereafter, an additional one-forty-eighth (1/48) of the shares of Stock covered
        by this Option shall vest.




 






    	 



    	 



    






 


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 located on the Company’s intranet or will be provided upon request. 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


 


INCENTIVE
STOCK OPTION AGREEMENT


 


	Incentive
    Stock Option	This
    Option is intended to be an Incentive Stock Option under Code Section 422 and will be interpreted accordingly.  If
    you cease to be an employee of the Company, its parent, or a subsidiary (“Employee”) but continue to provide
    Service, this Option will be deemed a Non-qualified Stock Option three (3) months after you cease to be an Employee.  In
    addition, to the extent that all or part of this Option exceeds the $100,000 rule of Code Section 422(d), this Option or the
    lesser excess part will be deemed to be a Non-qualified Stock Option.
	 	 
	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 continue in Service on each applicable vesting date. Notwithstanding the foregoing, for purposes of vesting, fractional
        number of shares of Stock shall be rounded down to the nearest whole number. 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 (i) if it is not assumed, or equivalent options are not substituted for the Option, by the Company,
        the Company’s successor, or the surviving entity in the Change in Control, or a parent or subsidiary of the foregoing,
        or (ii) if assumed or substituted for, upon your termination of Service without Cause or your resignation for Good Reason
        within the twelve (12)-month period following the consummation of the Change in Control. 

         

        “Good
Reason” shall have the meaning set forth in an applicable agreement between you and the Company or an Affiliate, and
in the absence of any such agreement, means (a) a material reduction by the Company in your annual base salary, (b) the Company’s
requirement that you be based at any office or location that is more than thirty-five (35) miles from your office or location
immediately prior to a Change in Control, (c) the failure by the Company (i) to continue in effect any compensation plan in which
you participate immediately prior to a Change in Control that is material to your total compensation, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (ii) to continue your participation
therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of your participation relative to other participants, than existed prior to the Change in Control, or (d)
the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of
the Company’s pension, life insurance, medical, health and accident, disability, or other welfare plans in which you were
participating immediately prior to the Change in Control. For purposes of this definition, “Company” shall include
the Company, the Company’s successor, or the surviving entity in the Change in Control, or a parent or subsidiary of the
foregoing.




 






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	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.
	 	 
	Regular
    Termination	If
    your Service terminates for any reason, except as otherwise provided below in this Agreement, then your Option will expire
    at the close of business at Company headquarters on the ninetieth (90th) day after your termination of Service.  
	 	 
	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.  
	 	 
	Death	If
        your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters
        on the date three (3) years after the date of death. During that period, your estate or heirs may exercise the vested
        portion of your Option.

         

        In
        addition, if you die during the ninety (90)-day period described above in connection with a regular termination (i.e.,
        a termination of your Service not on account of your death, Disability, or Cause), and a vested portion of your Option
        has not yet been exercised, then your Option will instead expire on the date three (3) years after your termination of
        Service. In such a case, during the period following your death up to the date three (3) years after your termination
        of Service, your estate or heirs may exercise the vested portion of your Option.

         

	Disability	If
    your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters
    on the date three (3) years after your termination of Service.



 






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	Leaves
    of Absence	For
        purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that
        was approved by the Company in writing, if the terms of the leave provide for continued Service crediting or when continued
        Service crediting is required by Applicable Laws. However, your Service will be treated as terminating ninety (90) days
        after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your
        Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

         

        The
        Committee determines, in its sole discretion, which leaves count for this purpose and when your Service terminates for
        all purposes under the Plan.

         

	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.

         

        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.







 






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	 	·          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.

         

        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.



 






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	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.
	 	 
	Forfeiture
    of Rights	If
        you should take actions in violation or breach of, or in conflict with, (a) employment agreement, (b) non-competition
        agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any of its Affiliates, (d)
        confidentiality obligation with respect to the Company or any of its Affiliates, (e) material Company or Affiliate policy
        or procedure, (f) other material agreement, or (g) other material obligation to the Company or any of its Affiliates,
        the Company has the right to cause an immediate forfeiture of your rights to this Option, and the Option (both vested
        and unvested) shall immediately and automatically expire.

         

        In
        addition, if you have exercised any portion of the Option during the two (2)-year period prior to your actions, you will
        owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares
        of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from
        the sale(s), less the Option Price, and (2) for any shares of Stock that you still own, the amount will be the number
        of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company,
        less the Option Price (provided, that the Company may require you to satisfy your payment obligations hereunder either
        by forfeiting and returning to the Company the shares or any other shares of Stock or making a cash payment or a combination
        of these methods as determined by the Company in its sole discretion).

         

	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.

        



 






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	 	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.

         

	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.
	 	 
	Certain
    Dispositions	If
    you dispose of shares of Stock issued pursuant to the exercise of the Option prior to the second (2nd) anniversary
    of the Grant Date or the first (1st) anniversary of the applicable date of exercise, you agree that you will notify
    the Company of such disposition immediately and in no event later than ten (10) days thereafter.
	 	 
	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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