Exhibit 10.70


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this [ ] day of [ ] 2013 (the "Effective Date") by and between [ ] (the “Executive”)
and PharmAthene, Inc., a Delaware corporation (“PharmAthene” or the “Company”).


 


WITNESSETH:


 


WHEREAS, PharmAthene, Taurus Merger Sub,
Inc. (“Merger Sub”), Theraclone Sciences, Inc. (“Theraclone”) and Steven Gillis, Ph.D., as Securityholders’
Representative, have entered into an Agreement and Plan of Merger dated July 31, 2013 (the “Merger Agreement”);


 


WHEREAS, pursuant to the terms of the Merger
Agreement, the parties identified in the recital above will enter into a business combination transaction pursuant to which Theraclone
will merge with and into Merger Sub, with Theraclone being the surviving corporation and a wholly owned subsidiary of PharmAthene;


 


WHEREAS, the Executive is currently employed
by [PharmAthene] [Theraclone] and a party to an Employment Agreement with [PharmAthene] [Theraclone]
dated [ ] (the “Prior Agreement”); and


 


WHEREAS, subject to the consummation of
the transactions contemplated by the Merger Agreement, the Company desires to employ the Executive and the Executive desires to
[accept] [continue] employment with the Company subject to the terms and conditions herein agreed upon:


 


NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:


 


1.Effectiveness of Agreement. This
Agreement shall become effective upon the Effective Date.


 


2. Employment; Term. The Company
hereby agrees to employ the Executive and the Executive hereby accepts employment with the Company upon the terms and conditions
hereinafter set forth for the period commencing on the Effective Date and ending on the first anniversary of such date. The term
of this Agreement shall be automatically extended for an additional year on each anniversary of the date hereof unless written
notice of non-extension is provided by either party to the other party at least 90 days prior to such anniversary. The period of
the Executive’s employment under this Agreement, as it may be terminated or extended from time to time as provided herein
is referred to as the “Employment Period.”


 




    	 



    	 



    

 


3. Position and Duties.


 


a. Position and Duties Generally.
The Executive shall be employed by the Company in the position of [TITLE] and shall faithfully render such executive, managerial,
administrative and other services as are customarily associated with and incident to such position and as the Company may from
time to time reasonably require consistent with such position.


 


b. Other Positions. The Executive
shall hold such other positions and executive offices with the Company and/or of any of the Company’s subsidiaries or affiliates
as may from time to time be authorized by the Board of Directors of the Company (“Board”). The Executive shall not
be entitled to any compensation other than the compensation provided for herein for serving during the Employment Period in any
other office or position of the Company or any of its subsidiaries or affiliates, unless the Compensation Committee specifically
approves such additional compensation; provided, however, that the President and CEO shall review, in good faith, the Executive’s
compensation in light of these additional responsibilities, and, if deemed appropriate, recommend that the Compensation Committee
review and recommend the Board’s approval of a compensation adjustment.


 


c. Devotion
to Employment. The Executive shall be a full-time employee of the Company and shall devote the Executive’s full time,
attention and efforts during the Employment Period to the business of the Company and the duties required of the Executive in the
Executive’s position, except for vacation time taken in accordance with the Company’s vacation policy in effect from
time to time and in accordance with the terms of this Agreement and for absences due to temporary illness. During the Employment
Period, the Executive shall not be engaged in any other business activity which, in the reasonable judgment of the Board or its
designee, conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other
pecuniary advantage. The foregoing, however, does not prohibit the Executive from participating in civic, religious or charitable
activities, so long as such activities do not interfere with the Executive’s duties to the Company.


 


4. Compensation; Reimbursement.


 


a. Base Salary. For the Executive’s
services, the Company shall pay to the Executive an annual base salary of not less than $[SALARY] per annum, payable in equal periodic
installments according to the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s
base salary shall be subject to review annually by the Compensation Committee and shall be subject to increase at the option and
sole discretion of the Compensation Committee.


 




    	 



    	 



    

 


b. Bonus. The Executive shall be
eligible to receive at the sole discretion of the Compensation Committee, an annual cash bonus of up to an additional [ %]
of the Executive’s base salary [provided, however, that for fiscal year 2013, the Executive shall receive an annual cash
bonus no less than Executive’s target bonus, which will be paid on the earlier of (i) the Closing Date and (ii) the date
such annual bonuses would otherwise be paid during the first calendar quarter of 2014.] . In addition, the Executive may be eligible
for additional bonuses at the option and sole discretion of the Compensation Committee based upon the achievement of certain pre-determined
performance milestones.


 


c. Benefits Generally.


 


		i.	In addition to the salary and cash bonus described above,
the Executive shall be entitled during the Employment Period to participate in such employee benefit plans and programs of the
Company, and shall be entitled to such other fringe benefits, as are from time to time made available by the Company generally
to employees of the level, position, tenure, salary, age, health and other qualifications of the Executive including, without
limitation, medical, dental and vision insurance coverage for the Executive and the Executive’s dependents, disability,
death benefit and life insurance and pension plans. [For all purposes, including eligibility, and vesting, the Executive
shall be credited for Executive’s prior service with Theraclone prior to the Closing.]



 


		ii.	[The Executive will be entitled to receive such equity
compensation awards as the Compensation Committee may grant to the Executive from time to time; subject to such terms and conditions
as the Compensation Committee may impose.]



 


		iii.	The Executive acknowledges and agrees that the Company
does not guarantee the adoption or continuance of any particular employee benefit plan and participation by the Executive in any
such plan or program shall be subject to the rules and regulations applicable thereto.



 


d. Vacation. The Executive shall
be entitled to twenty (20) days of vacation in each calendar year.


 


e. Expenses. During the Employment
Period, the Company shall reimburse the Executive in accordance with the practices in effect from time to time for other officers
or staff personnel of the Company for all reasonable and necessary business and travel expenses and other disbursements incurred
by the Executive for or on behalf of the Company in the performance of the Executive’s duties hereunder, upon presentation
by the Executive to the Company of appropriate supporting documentation. The Company shall reimburse approved expenses as soon
as practicable after submission, but in no event later than the last day of the tax year following the tax year in which the expense
was incurred. The amount of expenses eligible for reimbursement in one year will not affect the expenses eligible for reimbursement
in another year.


 




    	 



    	 



    

 


f. Perquisites. The Executive shall
be entitled to those perquisites as the Company shall make available from time to time to other executive officers of the Company,
which shall include, without limitation, the costs for the Executive’s use of a cellular telephone, personal digital assistant
and a laptop computer to the extent such equipment is used for business purposes.


 


5. Death; Disability. In the event
that the Executive dies or is incapacitated or disabled by accident, sickness or otherwise, so as to render the Executive mentally
or physically incapable of performing the services required to be performed by the Executive under this Agreement for a period
that would entitle the Executive to qualify for long-term disability benefits under the Company’s then-current long-term
disability insurance program or, in the absence of such a program, for a period of one hundred twenty (120) consecutive days or
longer (such condition being herein referred to as a “Disability”) then (i) in the case of the Executive’s
death, the Executive’s employment shall be deemed to terminate on the date of the Executive’s death and (ii) in the
case of a Disability, the Company, at its option, may terminate the employment of the Executive under this Agreement immediately
upon giving the Executive notice to that effect. The determination to terminate the Executive in the event of a Disability shall
be made by the Board or the Board’s designee. In the case of a Disability, until the Company shall have terminated the Executive’s
employment hereunder in accordance with the foregoing, the Executive shall be entitled to receive the compensation provided for
herein notwithstanding any such physical or mental disability.


 


6. Termination For Cause. The Company
may terminate the employment of the Executive hereunder at any time during the Employment Period for “cause” (such
termination being herein referred to as a “Termination for Cause”) by giving the Executive notice of such termination,
which termination shall be effective on the date of such notice or such later date as may be specified by the Company. For purposes
of this Agreement, “Cause” means (i) the Executive’s willful and substantial misconduct that can reasonably
be expected to affect materially and adversely the business or affairs of the Company, (ii) the Executive’s repeated neglect
of duties or failure to act that can reasonably be expected to affect materially and adversely the business or affairs of the Company
provided that neglect or failure to act has not been corrected, if capable of correction, within twenty (20) days after written
notice is provided to the Executive by the Company, (iii) the Executive’s material breach of any of the agreements contained
in Sections 11, 12, 13 or 14 hereof or of any of the Company’s policies, (iv) the commission by the Executive of any material
fraudulent act with respect to the business and affairs of the Company, (v) the Executive’s conviction of (or plea of nolo
contendere to) a crime constituting a felony, (vi) demonstrable gross negligence, or (vii) habitual insobriety or use of illegal
drugs by the Executive while performing the Executive’s duties under this Agreement.


 


7. Termination Without Cause. The
Company may terminate the employment of the Executive hereunder at any time without “cause” (such termination being
herein referred to as “Termination without Cause”) by giving the Executive notice of such termination, upon
the giving of which such termination shall take effect as of the date indicated in such notice.


 




    	 



    	 



    

 


8. Voluntary Termination by Executive.
Any termination of the employment of the Executive by the Executive otherwise than as a result of death or Disability or for Good
Reason (as defined below) shall be herein referred to as “Voluntary Termination”. A Voluntary Termination will
be deemed to be effective immediately upon such termination.


 


9. Termination by Executive for
Good Reason. Any termination of the employment of the Executive by the Executive for Good Reason shall be deemed to be
equivalent to a Termination without Cause. For purposes of this Agreement “Good Reason” means (i) any
material breach by the Company of any of its obligations under this Agreement (which shall include any material reduction in
the Executive’s base salary, (ii) any material reduction in the Executive’s duties, authority or
responsibilities, without the Executive’s consent, (iii) any assignment to the Executive of duties or responsibilities
materially inconsistent with the Executive’s position and duties, without the Executive’s consent, or (iv) the
Company’s determination to require the Executive’s principal place of work to be a location anywhere other than
within fifty (50) miles of the location of the Executive's principal place of work as of the Effective Date; provided,
however, that the Executive may not terminate the Executive’s employment for Good Reason unless the Executive first
provides the Company with written notice specifying the Good Reason within ninety (90) days after the first occurrence of an
event or condition that constitutes Good Reason, the Company fails to remedy or cure the event or condition that constitutes
Good Reason within thirty (30) days after it receives such written notice and the Executive must terminate the
Executive’s employment within thirty (30) days following expiration of such cure period.


 


10. Effect of Termination of Employment.


 


a. Voluntary Termination; Termination
For Cause. Upon the termination of the Executive’s employment as a result of the Executive’s Voluntary Termination
or a Termination for Cause, the Executive shall not have any further rights or claims against the Company under this Agreement
except the right to receive (i) the unpaid portion of the base salary provided for in Section 4(a) hereof, computed on a pro rata
basis to the date of termination, (ii) payment of the Executive’s accrued but unpaid amounts and extension of applicable
benefits in accordance with the terms of any incentive compensation, retirement, employee welfare or other employee benefit plans
or programs of the Company in which the Executive is then participating in accordance with the terms of such plans or programs,
and (iii) reimbursement for any expenses for which the Executive shall not have theretofore been reimbursed as provided in Section
4(e) hereof.


 




    	 



    	 



    

 


b. Termination Without Cause; Termination
for Good Reason. Upon the termination of the Executive’s employment as a result of a Termination without Cause or for
Good Reason, the Executive shall not have any further rights or claims against the Company under this Agreement except the right
to receive (i) the payments and other rights provided for in Section 10(a) hereof and (ii) severance benefits in the form of (A)
a continuation of the Executive’s base salary as in effect immediately prior to such termination (but without regard to any
reduction in base salary that was the event of Good Reason) for a period of 12 months following the effective date of such termination;
and (B) to the extent that the Executive has elected and is continuing to receive COBRA continuation coverage under the Company’s
group health plan in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”),
the Company shall reduce the COBRA premiums that the Executive is required to pay during the first twelve (12) months following
the Executive’s termination of employment to that the Company charges to its active employees for the same level of group
health coverage; provided, however, that the severance benefits described in clause (b)(ii) herein shall be provided in consideration
for, and only after the Executive executes a General Release (which shall be provided on or about the date of termination) containing
terms reasonably satisfactory to the Company within the time specified therein, but in no event later than fifty (50) days following
the Executive’s termination of employment. Subject to Section 24 hereof, if the Executive timely executes such General Release
and the applicable revocation period with respect to such General Release lapses, the Executive shall receive the first two (2)
months of Executive’s salary continuation as provided in clause (ii) herein sixty (60) days after the Executive’s termination
of employment and the remaining payments in accordance with the Company’s payroll practices. If the Executive does not timely
execute the General Release or if the Executive revokes the General Release within the applicable revocation period prescribed
by law, the Executive shall not be entitled to receive any severance benefits and the Executive will be required to pay one hundred
two percent (102%) of the applicable premium (as defined in Code Section 4980B) for any COBRA continuation coverage elected by
the Executive.


 


c. Death and Disability. Upon the
termination of the Executive’s employment as a result of death or Disability, neither the Executive nor the Executive’s
beneficiaries or estate shall have any further rights or claims against the Company under this Agreement except the right to receive
the payments and other rights provided for in Sections 5 and 10(a) hereof.


 


d. 280G Excise Tax. If (1) any amounts
payable to Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) Executive thereby would be subject to any United
States federal excise tax due to that characterization, then Executive’s termination benefits hereunder will be payable either
in full or in a lesser amount, whichever would result, after taking into account the applicable federal, state and local income
taxes and the excise tax imposed by Section 4999, in Executive’s receipt on an after-tax basis of the greatest amount of
termination and other benefits. The determination of any reduction required pursuant to this section (including the determination
as to which specific payments shall be reduced) shall be made by a nationally recognized accounting firm doing business in the
United States which otherwise does not perform services for the Company (which will be chosen by the mutual agreement of Executive
and the Company, such services to be paid by the Company), and such determination shall be conclusive and binding upon the Company
or any related corporation for all purposes. If required, the payments and benefits under this Agreement shall be reduced in the
following order: (A) a pro rata reduction of (i) cash payments that are subject to Section 409A as deferred compensation and (ii)
cash payments not subject to Section 409A; (B) a pro rata reduction of (i) employee benefits that are subject to Section 409A as
deferred compensation and (ii) employee benefits not subject to Section 409A; and (C) a pro rata cancellation of (i) accelerated
vesting of stock and other equity-based awards that are subject to Section 409A as deferred compensation and (ii) stock and other
equity-based awards not subject to Section 409A. In the event that acceleration of vesting of stock and other equity-based award
compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s
stock and other equity-based awards unless Executive elects in writing a different order for cancellation.


 




    	 



    	 



    

 


11. Disclosure of Confidential Information.
The Executive shall not, directly or indirectly, at any time during or after the Employment Period, disclose to any person, firm,
corporation or other business entity, except as required by law, or use or copy for any purpose except in the good faith performance
of the Executive’s duties to the Company, any Confidential Information (as herein defined). For purposes of this Agreement,
“Confidential Information” means all trade secrets and all other non-public information of a business, financial,
marketing, technical or other nature regardless of the form in which it is maintained (i.e.,
whether electronically, on computer disk, in a written document, photograph, or audio or video recording) pertaining to the
Company or any subsidiary, including information of others that the Company or any subsidiary has agreed to keep confidential,
including any such information developed by the Executive during the course of the Executive’s employment with the Company;
provided, however, that Confidential Information shall not include any information that has entered or enters the public domain
(other than through breach of the Executive’s obligations under this Agreement) or which the Executive is required to disclose
by law or legal process. Upon the Company’s request at any time and upon termination of the Executive’s employment,
the Executive shall immediately deliver to the Company all materials, including all copies of materials, in the Executive’s
possession and/or control which contain Confidential Information, and shall not make or retain copies in any form of Confidential
Information. [For purposes of this Section 11, Confidential Information shall include Confidential Information of Theraclone
that the Executive had access to pursuant to the Executive’s employment
with Theraclone prior to the Effective Date.]


 


12. Restrictive Covenants. The Executive
hereby acknowledges and recognizes that, during the Executive’s employment with [PharmAthene] [Theraclone]
prior to the Effective Date and during the Employment Period, the Executive has been and shall be privy to trade secrets and Confidential
Information and has developed and will develop relationships with the Company’s customers and their representatives, business partners, referral sources, other third parties critical to the Company’s
business (“Key Relationships”). Accordingly, in consideration of the benefits to be received by the Executive hereunder,
[FOR KARP – except as otherwise provided under Maryland law and the Maryland rules of Professional Responsibility applicable
to lawyers], the Executive agrees to the following Restrictive Covenants:


 




    	 



    	 



    

 


a. Non-Competition. The Executive
shall not, from and after the date hereof, throughout the Employment Period, and for a period of twelve (12) months following the
termination of the Employment Period (the “Restricted Period”) (i) directly or indirectly engage in the development,
production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company
being developed (so long as such development has not been abandoned), marketed or sold at the time of the termination of the Employment
Period (such business or activity being herein referred to as a “Competing Business”) whether such engagement
shall be as an officer, director, owner, executive, manager, employee, partner, affiliate or other participant in any Competing
Business, or (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i).


 


b. Dealings with customers and Key Relationships.


 


i.            During
the Restricted Period, the Executive shall not, on behalf of the Executive,
or in any capacity whatsoever for any entity or person, other than the Company, and without the express written permission of the
Company, directly or indirectly, contact, solicit, market to, sell to, consult with, or perform any services whatsoever for and/or
in conjunction with any customer or Key Relationship with whom the Executive has had any contact during the Executive’s employment
with the Company, with respect to any Competing Business, and further, the Executive shall not encourage, induce, or urge any customer
or Key Relationship to cease doing business with the Company. If during this period a customer or Key Relationship contacts the
Executive to perform services through a means other than through the Company, the Executive agrees to promptly notify the Company.


 


ii.         The
Executive understands that this prohibition against indirectly contacting, soliciting, marketing to, or selling to any customer
and Key Relationship on behalf of the Executive or any entity or person other than the Company means that the Executive shall not
provide information to any entity or person regarding any customer or Key Relationship; introduce any entity or person to any customer
or Key Relationship; advise, suggest, or encourage any customer or Key Relationship that it should do business with any entity
or person other than the Company, participate in the supervision and management of any of the accounts relating to any customer
or Key Relationship; participate in the consultation of any customer or Key Relationship; participate in the development or implementation
of any strategies and decisions affecting any customer or Key Relationship; or in any way, state or imply to any customer or Key
Relationship that doing business with any other entity or person during the restrictive period will inure to the Executive’s
present or future benefit.


 


iii.         The
foregoing restrictions will be limited to those customers and Key relationships with whom the Executive had any contact during
the two (2) year period preceding the Executive’s termination of employment with the Company, including any telephonic, electronic,
written, or in-person solicitations of, meetings with, or sales involving the customer or Key Relationship; the performance by
the Executive of any services for and/or with and/or involving the customer or Key Relationship; any participation by the Executive
in the supervision and management of any of the accounts relating to the
customer or Key Relationship; consultation with any customer or Key Relationship; the development or implementation of any strategy
and/or decision affecting and/or involving any customer or Key Relationship; or access to any Confidential Information relating
to any customer or Key Relationship.


 




    	 



    	 



    

 


c.           Non-Solicitation
of Employees. During the Restricted Period, the Executive shall not, directly or indirectly, on behalf of the Executive or
for any other entity or person, hire, entice, induce, encourage, urge, or solicit, or attempt to hire, entice, induce, encourage,
urge, or solicit any employee of the Company or any subsidiary of the Company to leave the Company's or subsidiary’s employ
or to cause any employee of the Company or any subsidiary or any person who had been employed by the Company or any subsidiary
at any time during the preceding twelve (12) month period, to leave the Company’s employ or to become employed by any other
person or entity that, in whole or in part, is a Competing Business.


 


d.           Limitation
of Restrictive Covenants. The Restrictive Covenants set forth in this Section 12 apply only to the extent that the Executive’s
activities relate directly or indirectly to a Competing Business. [For purposes of the Restrictive Covenants, references to the
“Company” shall be deemed to include Theraclone prior to the Effective Date.]


 


13. Non-Disparagement. The Executive
shall not engage in conduct, through word, act, gesture or other means, or disclose any information to the public or any third
party which (i) directly or indirectly discredits or disparages in whole or in part the Company or Theraclone, or the respective
subsidiaries, divisions, affiliates and/or successors of the Company or Theraclone as well as the products and the respective officers,
directors, stockholders and employees of each of them; (ii) is detrimental to the reputation, character or standing of these entities,
their products or any of their respective officers, directors, stockholders and/or employees; or (iii) which generally reflects
negatively on the management decisions, strategy or decision-making of these entities. Factual statements made in legal actions,
legal proceedings, or government investigative proceedings that are protected by a qualified privilege or immunity are not intended
to be construed as disparagement.


 


14. Company Right to Inventions.
The Executive hereby acknowledges that during the course of the Executive’s employment the Executive may be expected to apply
intellectual efforts to develop and/or improve the Company's products and to conceive new ideas and products that will benefit
the Company in its business. All Inventions and Works which, during the Executive’s employment with the Company or previously
as a [PharmAthene employee] [Theraclone employee prior to the Effective Date] (whether or not during usual working hours) and for
a period of one year thereafter, the Executive designs, creates or develops or designed, created or developed, solely or in conjunction
with others, in the course of the performance of the Executive’s duties or which relate to the business of the Company [and/or
Theraclone], are, together with all rights therein, acknowledged to be made or conceived for the exclusive benefit of the Company,
and will become the Company’s Intellectual Property Rights. The Executive agrees to immediately notify the Company upon the
design, creation or development of all Inventions and Works.


 




    	 



    	 



    

 


All Works shall be deemed “Works Made
For Hire,” as that term is used and understood within the Copyright Act of 1976, as amended. To the extent any Works are
determined not to be "Works Made For Hire," and to the extent that title to or ownership of any Invention or Work and
all other rights therein are not otherwise vested exclusively in the Company, the Executive shall, at any time, without further
consideration, but at the Company's expense, assign and transfer to the Company Executive’s entire right, title and interest
(including copyrights and patents) in and to all such Inventions and Works.


 


The Executive agrees to cooperate fully
with the Company, its successors, assigns, or designees in protecting the Intellectual Property Rights. At the Company’s
request the Executive will execute and deliver to the Company all documents or instruments which may be necessary to secure and
perfect the Company's title to and ownership of Inventions and Works, including, but not limited to, applications for letters patent
(and extensions, continuations and reissues), applications for copyrights, and documents or instruments of assignment or transfer.
The Executive further agrees to assist in the maintenance of those Intellectual Property Rights and in the prosecution or other
legal or administrative proceedings involving same. The Executive agrees that Executive’s obligation to execute any and all
such instruments and documents and to render such cooperation shall continue after the termination of the Executive’s employment.
It is understood that all expenses of applying for and obtaining the Intellectual Property Rights shall be borne by the Company.
Further, the Company shall reimburse the Executive for the time spent and reasonable travel and other out-of-pocket expenses that
he incurs in connection with any steps that he take pursuant to the provisions of this Section, provided such time was spent and
such expenses were incurred at the prior written request and/or with the prior written approval of the Company.


 


15. Severability and Enforceability.
It is the desire and intent of the parties hereto that the provisions of this Agreement be enforceable in each jurisdiction in
which enforcement is sought to the fullest extent permissible. This Agreement is divisible and separable, so that if any provision
shall be held to be invalid, unlawful, or unenforceable, such holding shall not impair the remaining provisions. If any provision
is held to too broad or unreasonable in duration, scope, or character of restriction to be enforced, such provision shall be modified
to the extent necessary in order to legally enforce such provision to the fullest extent permitted by law. Both the Company and
the Executive expressly authorize any court of competent jurisdiction to enforce any such provision to the fullest extent permitted
by law.


 




    	 



    	 



    

 


16. Remedies; Survival.


 


a. Injunctive Relief. The Executive
acknowledges and understands that the provisions of the covenants contained in Sections 11, 12, 13 and 14 hereof, the violation
of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that
the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a
breach or threatened breach by the Executive of the provisions of Sections 11, 12, 13 or 14 hereof, the Company shall be entitled
to an injunction restraining the Executive from such breach, and the Executive hereby consents to the issuance of an injunction,
without the obligation of the Company to post any bond. Nothing herein contained shall be construed as prohibiting the Company
from pursuing any other remedies available for any breach or threatened breach of this Agreement.


 


b. Extension of Restricted Period. The
Restricted Period set forth in Section 12 shall be extended by a period equal to the time period during which the Executive is
in breach of any of such provisions.


c.Attorneys’ Fees and Costs.
In a dispute arising out of or related to this Agreement or the Executive’s employment, the prevailing party shall have the
right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.


 


d. Survival. Notwithstanding anything
contained in this Agreement to the contrary, the provisions of this Agreement shall survive the termination of the Executive’s
employment until, by their terms, such provisions are no longer operative.


 


17. Notices. Notices and other communications
hereunder shall be in writing and shall be delivered personally or sent by air courier or first class certified or registered mail,
return receipt requested and postage prepaid, addressed as follows:


if to the Company:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


with a copy to:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 




    	 



    	 



    

 


if to the Executive to:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


with a copy to:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


All notices and other communications given
to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of delivery,
if personally delivered; on the business day after the date when sent, if sent by air courier; and on the third business day after
the date when sent, if sent by mail, in each case addressed to such party as provided in this Section 17 or in accordance with
the latest unrevoked direction from such party.


 


18. Binding Agreement; Benefit. The
provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the respective heirs, legal representatives
and successors of the parties hereto.


 


19. Governing Law; Jurisdiction. 
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of [Maryland]
[Washington] applicable to a contract made and to be performed therein. Any action to enforce any of the provisions of this Agreement
shall be brought in a court of the state of [Maryland] [Washington] or
in Federal court located within that State. The parties consent to the jurisdiction of such courts and to the service of process
in any manner provided by [Maryland] [Washington] law. Each party irrevocably waives any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action
or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance
with the foregoing shall be deemed in every respect effective and valid personal service of process upon such party.


 




    	 



    	 



    

 


20. Waiver of Breach. The waiver
by either party of a breach of any provision of this Agreement by the other party must be in writing and shall not operate or be
construed as a waiver of any subsequent breach by such other party.


 


21. Entire Agreement; Amendments.
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes upon
its effectiveness all prior agreements or understandings among the parties with respect thereof[, including without limitation,
the Prior Agreement]. This Agreement may be amended only by an agreement in writing signed by the parties hereto.


 


22. Headings. The section headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.


 


23. Severability.  Any provision
of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


24. 409A Compliance. If the Executive
is a “specified employee” (as determined in accordance with Treasury Regulation Section 1.409A-1(i) or any written
Company policy implementing such regulation) at the time of the Executive’s termination of employment, then the Executive’s
severance payments that are otherwise payable during the first six-month period following the Executive’s termination of
employment (to the extent that such severance payments constitute nonqualified deferred compensation within the meaning of Section
409A of the Code and the regulations promulgated thereunder) shall be deferred until the date that is six (6) months after the
Executive’s termination of employment (or, if earlier, upon the Executive’s death). Each severance payment that is
due hereunder shall be treated as a separate payment for purposes of Section 409A of the Code. Each severance payment that satisfies
the requirements of the “short-term deferral” rule set forth in Section 409A of the Code is not intended to constitute
deferred compensation. Moreover, any severance payment that does not exceed the Section 409A limit as set forth in Section 409A-1(b)(9)(iii)(A)(1)
of the Code is not intended to constitute deferred compensation. All severance payments shall be completed by, and no further severance
benefits shall be payable after, December 31 of the second taxable year following the year in which the Executive’s termination
of employment occurs. This Agreement shall be interpreted to comply with, or otherwise be exempt from, the requirements of Section
409A. Accordingly, references to termination of employment hereunder shall be interpreted to mean “separation from service”
as defined in regulations under Section 409A of the Code.


 


25. Executive’s Acknowledgement.
The Executive acknowledges (a) that the Executive has had the opportunity to consult with independent counsel of the Executive’s
own choice concerning this Agreement and (b) that the Executive has read and understands the Agreement, is fully aware of its legal
effect and has entered into it freely based on the Executive’s own judgment.


 




    	 



    	 



    

 


26. Assignment. The Executive understands
and agrees that the Company may assign this Agreement to any entity or person that purchases substantially all or part of the
Company’s assets or purchases any subsidiary, affiliate, or division of the Company for which the Executive has performed
any services pursuant to this Agreement, and the Executive hereby consents to any such assignment. The Executive further understands
and agrees that he may not assign this Agreement.


 


27. Indemnification. The Company shall, to the maximum extent permitted
by law, indemnify and hold the Executive harmless against, and shall purchase director and officer indemnity insurance on behalf
of the Executive for, expenses, including reasonable attorneys’ fees (the attorney to be selected by the Executive), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with
any proceeding or claim (or threatened proceeding or claim) arising by reason of the Executive’s employment by the Company.
The Company shall advance to the Executive any expense incurred in defending
any such proceeding or claim (or threatened proceeding or claim) to the maximum extent permitted by law. The above indemnification
provision shall be in addition to, and shall not be interpreted to limit or reduce, any other indemnification obligations of the
Company to the Executive, whether under contract, the Company’s certificate of incorporation, the Company’s bylaws,
or under law or otherwise.


 


28. Resignation of All Other Positions.
Unless otherwise agreed to in writing by the Executive and the Company at the time of Termination, upon Termination the Executive
shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which
the Executive has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii) from each position with the
Company and any Affiliate, including as an officer of the Company or an Affiliate, and (iii) as a fiduciary of any employee benefit
plan of the Company and any Affiliate.


 


29. Litigation and Regulatory Cooperation.
During and after the Executive’s employment, the Executive shall reasonably cooperate with the Company in the defense or
prosecution of any claims or actions then in existence or which may be brought in the future against or on behalf of the Company
which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s cooperation
in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s
employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while
the Executive was employed by the Company. The Company shall provide the Executive with compensation on an hourly basis at a rate
equivalent to the hourly rate of the Executive’s last annual Base Salary calculated using a forty (40) hour week over fifty-two
(52) weeks for requested litigation and regulatory cooperation and occurs after the Executive's termination of employment, and
reimburse the Executive for all costs and expenses incurred in connection with the Executive's performance under this Section 29,
including, but not limited to, reasonable attorneys’ fees and costs.


 




    	 



    	 



    

 


30. Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall for all purposes constitute one agreement which is binding on
all of the parties hereto.


 


IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the date first above written.


 


	EXECUTIVE	 
	 	 
	 	 
	[NAME]	 
	 	 
	PHARMATHENE, INC.	 
	 	 
	 	 
	By:	 
	Title: