Exhibit 10.19


 


SALARY CONTINUATION AGREEMENT


 


THIS AGREEMENT dated as of February 1, 2010
is made by and between GenVec, Inc. (the “Company”), and Douglas E. Brough (the “Executive”).


 


WHEREAS, the Company considers it essential
to its best interests and to the best interests of its stockholders to foster the continuous employment of its key management
personnel; and


 


WHEREAS, the Company has determined that
appropriate steps should be taken to reinforce and encourage the continued attention and dedication of the Company's
management, including the Executive, to their assigned duties.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:


 


1.            DEFINED
TERMS. Capitalized terms shall have the meaning provided in this Agreement.


 


2.            TERM
OF AGREEMENT. This Agreement shall become effective as of the date hereof and shall remain in effect indefinitely thereafter
provided, however, that the Company may terminate this Agreement by giving the Executive at least 12 months advance written
notice of such termination.


 


3.            SEVERANCE
BENEFITS.


 


(a)   In order to induce the Executive to continue
to serve as an employee of the Company, the Company agrees, under the terms and conditions set forth herein, that the
Company shall provide to the Executive the benefits described in Sections 3.1, 3.2, and 3.3 below (the “Severance Benefits”),
if the Company terminates the Executive's employment without Cause and other than by reason of death or disability.


 


(b) For purposes of this Agreement, Cause
shall mean:


 


(a)   the willful and continued failure of
the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting
from incapacity due to physical or mental illness);


 


(b)   the willful engaging by the Executive
in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company;


 



    	 



    	 



    

 


(c)   personal dishonesty or breach of fiduciary
duty to the Company that in either case results or was intended to result in personal profit to the Executive at the
expense of the Company; or


 


(d)   willful violation of any law, rule or
regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order,
judgment or supervisory agreement, which violation is materially and demonstrably injurious to the Company.


 


For purposes of the preceding clauses, no
act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted
to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in
the best interests of the Company. Any act, or failure to act, based upon prior approval given by the Board or upon the instructions
or with the approval of the Executive's superior or based upon the advice of counsel for the Company, shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.


 


3.1           SEVERANCE
PAYMENT. In lieu of any further salary payments to the Executive for periods subsequent to the Executive's date of termination
of employment with the Company (the “Date of Termination”), the Company shall continue to pay to the Executive
the Executive's base salary for a 12 month period. Such continued base salary shall be paid in a manner consistent with the then
current payroll practices of the Company.


 


3.2           CONTINUED
BENEFITS. For a 12 month period beginning on the Executive's Date of Termination (the “Benefits Period”), the
Company shall provide Executive with life insurance and health insurance (together, “Welfare Benefits”) under the Company's
employee benefit plans and policies. During the Benefits Period, the Executive shall be entitled to elect to change Executive's
level of coverage and/or Executive's choice of coverage options (such as the Executive only or family medical coverage) with respect
to the Welfare Benefits to be provided by the Company to the Executive to the same extent that active employees of the
Company are permitted to make such changes; provided, however, that in the event of any such changes, the Executive shall
pay the amount of any cost increase that would actually be paid by an active employee of the Company by reason of making
the same changes in Executive's level of coverage or coverage options. In the event that the Executive becomes employed by
a new employer and is eligible to receive health insurance and/or other welfare benefits (“New Coverage”),
the Welfare Benefits coverage provided under this Section 3.2 shall be secondary to such New Coverage.


 


3.3           PRO
RATA BONUS. The Company shall pay to the Executive a lump sum cash payment equal to the product of (x) the bonus paid to the Executive
for the fiscal year preceding the Executive's Date of Termination, divided by twelve (12) and multiplied by (y) the number of months
of service during the year of termination.


 


3.4           SECTION 409A COMPLIANCE.  Amounts
payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any
event, within 21⁄2 months after the end of the year in which such amount was earned.


 



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Any amount that the Executive is entitled
to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year
after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any
calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.


 


If at the time of separation from service
(i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected
by the Company from time to time, and (ii) the Company  makes a good faith determination that an amount payable by the
Company to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required
to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section
409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on
the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to
the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.


 


4.   MISCELLANEOUS.


 


4.1          NON-DISPARAGEMENT.
Executive agrees that Executive will not make or publish any adverse, disparaging, untrue, or misleading statement or comment
about the Company or any of its officers, directors, employees, or agents. The Company agrees that it will not make or publish
any adverse, disparaging, untrue, or misleading statement or comment about Executive.


 


4.2          NON-COMPETE.


 


(a)          Executive
acknowledges that, as a result of Executive's positions with the Company Executive has access to information with respect
to the development, implementation and management of the Company's business strategies and plans, including those which
involve the Company's finances, manufacturing, marketing, operations, industrial relations and acquisitions. Accordingly,
during the period of Executive's employment with the Company and for a period of 12 months thereafter, Executive agrees that
Executive shall not, directly or indirectly, in any capacity, carry on, be engaged in, assist, consult for or have any
financial or other interest in any business which is in competition with the business of the Company (provided that a financial
interest of not more than two percent (2%) in any company which is publicly traded and whose shares are listed on a national
stock exchange shall be permitted). In addition, Executive shall not, on Executive's behalf or on behalf of any firm,
partnership, corporation or any other person or entity, directly or indirectly, during the twelve month period following Executive's termination
of employment from the Company, for any reason whatsoever, solicit or offer employment to any person who has been employed
by the Company at any time during the twelve months immediately preceding such solicitation. For purposes of this Section
4.2, a business shall be deemed to be in competition with the business of the Company if it is principally involved or if
it has proposed to become principally involved in the purchase, sale or other dealing in any property or product or the
rendering of any service purchased, sold, dealt in or rendered, by the Company as a material part, or expected material part,
of the business of the Company.


 



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(b)           The
Executive and the Company agree that this covenant not to compete and the covenant not to solicit are reasonable covenants
under the circumstances, Executive has been adequately compensated for such covenants, and further agree that if in the
opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the
right, power and authority to excise or modify such provision or provisions of this covenant as to the court shall appear
not reasonable and to enforce the remainder of the covenant as so amended.


 


4.3           NONDISCLOSURE.
During the Executive's employment with the Company and thereafter, the Executive shall not disclose or use in any way any confidential
business or technical information or trade secret acquired in the course of such employment, other than (i) information that
is generally known in the Company's industry or acquired from public sources, (ii) as required in the course of such
employment, (iii) as required by any court, supervisory authority administrative agency or applicable law, or (iv) with the prior
written consent of the Company.


 


4.4           NO
MITIGATION. The Company agrees that, if the Executive's employment by the Company is terminated in a manner that results in
the Executive becoming entitled to the Severance Benefits, the Executive shall not be required to seek other employment
or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Except
to the extent provided in Section 3.2 hereof, the amount of any payment or benefit provided for under this Agreement shall
not be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement
benefits.


 


4.5           SUCCESSORS.
In addition to any obligations imposed by law upon any successor to the Company, the Company shall be obligated to require
any successor (whether direct or indirect and whether by merger, consolidation, operation of law, or otherwise) to the
Company to expressly assume this Agreement and the obligations hereunder. In the event of such a succession, references
to the “Company” herein shall thereafter be deemed to include such successor.


 


4.6           DEATH.
This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount or benefit would still
be payable or required to be provided to the Executive hereunder if the Executive had continued to live, all such amounts
and benefits, unless otherwise provided herein, shall be paid or provided in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's estate.


 



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4.7           NOTICES.
For the purpose of this Agreement, notices and all other communications shall be in writing and shall be deemed to have been
duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth below, or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:


 


To the Company:


 


GenVec, Inc.


65 West Watkins Mill Road,


Gaithersburg, MD 20878


Attention: Director of Human Resources


 


To the Executive:


 


Douglas E. Brough


GenVec, Inc.


65 West Watkins Mill Road,


Gaithersburg, MD 20878


 


4.8           MODIFICATION;
WAIVER. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed
to in writing and signed by the Executive and such officer as may be specifically designated by the Board or its delegee.
The Company's or the Executive's failure to insist upon strict compliance with the terms of this Agreement or the failure
of the Company or the Executive to assert any right the Company or the Executive may have hereunder shall not be deemed a
waiver of such provision or right or any other provision of this Agreement.


 


4.9           ENTIRE
AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this Agreement.


 


4.10         APPLICABLE
LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State
of Maryland without regard to principles of conflicts of laws thereof.


 


4.11         WITHHOLDING.
The Severance Benefits shall be paid net of any applicable withholding required under federal, state or local law and any additional
withholding to which the Executive has agreed.


 


4.12         VALIDITY.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.


 



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4.13         NO
RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be deemed to give the Executive the right to be retained in the
employ of the Company, or to interfere with the right of the Company to discharge the Executive at any time and for any lawful
reason, subject in all cases to the terms of this Agreement.


 


4.14         NO
ASSIGNMENT OF BENEFITS. Except as otherwise provided herein or by applicable law, no right or interest of the Executive under this
Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise,
including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment
or transfer thereof shall be effective.


 


4.15         HEADINGS.
The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Agreement, and
shall not be employed in the construction of this Agreement.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its officer, thereunto duly authorized, and the Executive has executed this Agreement, all
as of the day and year first above written.


 





	GENVEC, INC.	 
	 	 	 
	By:	/s/ Paul H. Fischer, Ph. D.	 
	 	Paul H. Fischer, Ph.D.	 
	Title:	President & CEO	 
	 	 	 
	EXECUTIVE:	 
	 	 	 
	By:	/s/ Douglas E. Brough, Ph.D.	 
	 	Douglas E. Brough, Ph.D.	 
	Title:	Vice President, Research	 







 








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