**Exhibit
      10.2**




**GENVEC,
      INC.**


**2002
      STOCK INCENTIVE PLAN**




1. *Definitions.* In
      this
      Plan, except where the context otherwise indicates, the following definitions
      shall apply:




1.1.
      “Affiliate” means a corporation, partnership, business trust, limited liability
      company or other form of business organization at least a majority of the total
      combined voting power of all classes of stock or other equity interests of
      which
      is owned by the Company, either directly or indirectly, and any other entity
      designated by the Committee in which the Company has a significant interest.




1.2.
      “Agreement” means a written agreement or other document evidencing an Award that
      shall be in such form as may be specified by the Committee and that may, but
      need not, be signed by a Participant, as determined by the Committee in its
      discretion.




1.3.
      “Award” means a grant of an Option or Restricted Stock.




1.4.
      “Board” means the Board of Directors of the Company.




1.5.
      “Code” means the Internal Revenue Code of 1986, as amended.




1.6.
      “Committee” means the Compensation Committee of the Board or such other
      committee(s), subcommittee(s) or person(s) appointed to administer this Plan
      or
      to make and/or administer specific Awards hereunder. If no such appointment
      is
      in effect at any time, “Committee” shall mean the Board.




1.7.
      “Common Stock” means the common stock, par value $.001 per share, of the
      Company.




1.8.
      “Company” means GenVec, Inc., and any successor thereto.




1.9.
      “Date of Exercise” means the date on which the Company receives notice of the
      exercise of an Option in accordance with the terms of Section 7 hereof.




1.10.
      “Date of Grant” means the date on which an Award is granted under this Plan.




1.11.
      “Eligible Person” means any person who is (a) an Employee (b) hired to
      be an Employee, (c) a Non-Employee Director, or (d) a consultant or
      independent contractor to the Company or an Affiliate, as determined by the
      Committee.




1.12.
      “Employee” means any person determined by the Committee to be an employee of the
      Company or an Affiliate.




2002
          Stock Incentive Plan as Amended January 16, 2008
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1.13.
      “Exercise Price” means the price per Share at which an Option may be exercised.




1.14.
      “Fair Market Value” means, unless otherwise determined by the Committee, if the
      Common Stock is traded on a securities exchange or quoted on an automated dealer
      quotation system, the last sale price for a Share, as of the relevant date,
      on
      such securities exchange or automated dealer quotation system as reported by
      such source as the Committee may select, or if the Common Stock is not traded
      on
      a securities exchange or automated dealer quotation system, an amount equal
      to
      the then fair market value of a Share as determined by the Committee pursuant
      to
      a reasonable method adopted in good faith for such purpose; provided, however,
      that, effective January 1, 2005, in the case of an Option, in all events
      shall Fair Market Value be determined pursuant to a method that complies with
      Section 409A of the Code.




1.15.
      “Incentive Stock Option” means an Option granted under this Plan that the
      Company designates as an incentive stock option under Section 422 of the
      Code.




1.16.
      “Non-Employee Director” means any member of the Company’s or an Affiliate’s
      Board of Directors who is not an Employee.




1.17.
      “Nonstatutory Stock Option” means an Option granted under this Plan that is not
      an Incentive Stock Option.




1.18.
      “Option” means an option to purchase Shares granted under this Plan in
      accordance with the terms of Section 6 hereof.




1.19.
      “Option Period” means the period during which an Option may be exercised.




1.20.
      “Participant” means an Eligible Person who has been granted an Award hereunder.




1.21.
      “Performance Goals” means performance goals established by the Committee which
      may be based on earnings or earnings growth, sales, return on assets, cash
      flow,
      total shareholder return, equity or investment, regulatory compliance,
      satisfactory internal or external audits, improvement of financial ratings,
      achievement of balance sheet or income statement objectives, implementation
      or
      completion of one or more projects or transactions, or any other objective
      goals
      established by the Committee, and may be absolute in their terms or measured
      against or in relationship to other companies comparably, similarly or otherwise
      situated. Such performance goals may be particular to an Eligible Person or
      the
      department, branch, Affiliate, or division in which the Eligible Person works,
      or may be based on the performance of the Company, one or more Affiliates,
      or
      the Company and one or more Affiliates, and may cover such period as may be
      specified by the Committee.




2002
          Stock Incentive Plan as Amended January 16, 2008
 2




1.22.
      “Plan” means the GenVec, Inc. 2002 Stock Incentive Plan, as amended from time to
      time.




1.23.
      “Restricted Stock” means Shares granted under the Plan pursuant to the
      provisions of Section 8 hereof.




1.24.
      “Section 422 Employee” means an Employee who is employed by the Company or
      a “parent corporation” or “subsidiary corporation” (both as defined in Sections
      424(e) and (f) of the Code) with respect to the Company.




1.25.
      “Share” means a share of Common Stock.




1.26.
      “Ten-Percent Stockholder” means a Section 422 Employee who (applying the
      rules of Section 424(d) of the Code) owns stock possessing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the Company
      or a “parent corporation” or “subsidiary corporation” (both as defined in
      Sections 424(e) and (f) of the Code) with respect to the Company.




2. *Purpose.* This
      Plan
      is intended to assist the Company and its Affiliates in attracting and retaining
      Eligible Persons of outstanding ability and to promote the identification of
      their interests with those of the stockholders of the Company and its
      Affiliates.




3. *Administration.* The
      Committee shall administer this Plan and shall have plenary authority, in its
      discretion, to grant Awards to Eligible Persons, subject to the provisions
      of
      this Plan. The Committee shall have plenary authority and discretion, subject
      to
      the provisions of this Plan, to determine the Eligible Persons to whom Awards
      shall be granted, the terms (which terms need not be identical) of all Awards,
      including without limitation the Exercise Price of Options, the time or times
      at
      which Awards are granted, the number of Shares covered by Awards, whether an
      Option shall be an Incentive Stock Option or a Nonstatutory Stock Option, any
      exceptions to nontransferability, any Performance Goals applicable to Awards,
      any provisions relating to vesting, and the period during which Options may
      be
      exercised and Restricted Stock shall be subject to restrictions. In making
      these
      determinations, the Committee may take into account the nature of the services
      rendered or to be rendered by Award recipients, their present and potential
      contributions to the success of the Company and its Affiliates, and such other
      factors as the Committee in its discretion shall deem relevant. Subject to
      the
      provisions of the Plan, the Committee shall have plenary authority to interpret
      the Plan and Agreements, prescribe, amend and rescind rules and regulations
      relating to them, and make all other determinations deemed necessary or
      advisable for the administration of this Plan and Awards granted hereunder.
      The
      determinations of the Committee on the matters referred to in this
      Section 3 hereof shall be binding and final.




2002
          Stock Incentive Plan as Amended January 16, 2008
 3




4. *Eligibility.* Awards
      may be granted only to Eligible Persons; provided, however, that, effective
      January 1, 2005, Options may only be granted to persons with respect to
      whom Shares constitute stock of the service recipient (within the meaning of
      Section 409A of the Code) determined by applying a 50% ownership test for
      purposes of applying Sections 414(b) and (c) of the Code.




5. *Stock
      Subject to Plan.*




5.1.
      Subject to adjustment as provided in Section 9 hereof, (a) the maximum
      number of Shares that may be issued under this Plan is 11,580,000 Shares,
      (b) the maximum number of Shares with respect to which an Employee may be
      granted Awards under this Plan during a calendar year is 1,000,000 Shares,
      and
      (c) the maximum number of Shares that may be issued as Restricted Stock
      during a calendar year is 500,000 Shares.




5.2.
      If an Option expires or terminates for any reason without having been fully
      exercised or if shares of Restricted Stock are forfeited, then the unissued
      Shares that had been subject to the Award shall be available for the grant
      of
      additional Awards.




6. *Options.*




6.1.
      Options granted under this Plan to Eligible Persons shall be either Incentive
      Stock Options or Nonstatutory Stock Options, as designated by the Committee;
      provided, however, that Incentive Stock Options may only be granted to Eligible
      Persons who are Section 422 Employees on the Date of Grant. Each Option
      granted under this Plan shall be identified either as a Nonstatutory Stock
      Option or an Incentive Stock Option and shall be evidenced by an Agreement
      that
      specifies the terms and conditions of the Option. Options shall be subject
      to
      the terms and conditions set forth in this Section 6 hereof and such other
      terms and conditions not inconsistent with this Plan as the Committee may
      specify.




6.2.
      The Exercise Price of an Option granted under this Plan shall not be less than
      one hundred percent (100%) of the Fair Market Value of the Common Stock on
      the
      Date of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock
      Option granted to an Employee who, on the Date of Grant is a Ten-Percent
      Shareholder, the Exercise Price shall not be less than one hundred and ten
      percent (110%) of the Fair Market Value of a share on the Date of Grant.




6.3.
      The Option Period shall be determined by the Committee and specifically set
      forth in the Agreement; provided, however, that an Option shall not be
      exercisable after ten (10) years (five (5) years in the case of an
      Incentive Stock Option granted to a Ten-Percent Stockholder) from its Date
      of
      Grant.




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          Stock Incentive Plan as Amended January 16, 2008
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7. *Exercise
      of Options.* An
      Option
      may, subject to the terms of the applicable Agreement evidencing the Option,
      be
      exercised in whole or in part by the delivery to the Company of a notice of
      the
      exercise, in such form as the Committee may prescribe, accompanied, in the
      case
      of an Option, by (a) a full payment for the Shares with respect to which
      the Option is exercised or




(b)
      irrevocable instructions to a broker to deliver promptly to the Company cash
      equal to the exercise price of the Option. To the extent provided in the
      applicable Agreement, payment may be made by delivery (including constructive
      delivery) of Shares (provided that such shares, if acquired pursuant to an
      option or other award granted hereunder or under any other compensation plan
      maintained by the Company or any Affiliate, have been held by the Participant
      for at least six (6) months) valued at Fair Market Value on the Date of
      Exercise.




8. *Restricted
      Stock Awards.* Each
      grant of Restricted Stock under this Plan shall be subject to an Agreement
      specifying the terms and conditions of the Award. Restricted Stock granted
      under
      this Plan shall consist of Shares that are restricted as to transfer, subject
      to
      forfeiture, and subject to such other terms and conditions as may be determined
      by the Committee. Such terms and conditions may provide, in the discretion
      of
      the Committee, for the lapse of such transfer restrictions or forfeiture
      provisions to be contingent upon the achievement of one or more specified
      Performance Goals.




9. *Capital
      Adjustments.* In
      the
      event of any change in the outstanding Common Stock by reason of any stock
      dividend, split-up, recapitalization, reclassification, combination or exchange
      of shares, merger, consolidation, liquidation or the like, the Committee may,
      in
      its discretion, provide for a substitution for or adjustment in (a) the
      number and class of shares subject to outstanding Awards, (b) the
      consideration to be received upon exercise or payment of an Award, (c) the
      Exercise Price of Options, (d) the aggregate number and class of shares for
      which Awards thereafter may be granted under this Plan, (e) the maximum
      number of Shares with respect to which an Employee may be granted Awards during
      the period specified in Section 5.1(b) hereof, and (f) the maximum
      number of Shares which may be issued as Restricted Stock during the term of
      the
      Plan as specified in Section 5.1(c) hereof.




10. *Termination
      or Amendment.* The
      Board
      may amend or terminate this Plan in any respect at any time; provided, however,
      that, after this Plan has been approved by the stockholders of the Company,
      no
      amendment or termination of this Plan shall be made by the Board without
      approval of (a) the Company’s stockholders to the extent stockholder
      approval of the amendment is required by applicable law or regulations or the
      requirements of the principal exchange or interdealer quotation system on which
      the Common Stock is listed or quoted, if any, and (b) each affected
      Participant if such amendment or termination would adversely affect such
      Participant’s rights or obligations under any Award granted prior to the date of
      such amendment or termination.




2002
          Stock Incentive Plan as Amended January 16, 2008
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11. *Modification,
      Substitution of Awards.*




11.1.
      Subject to the terms and conditions of this Plan, the Committee may modify
      the
      terms of any outstanding Awards; provided, however, that (a) no
      modification of an Award shall, without the consent of the Participant, impair
      any of the Participant’s rights or obligations under such Award and (b) in
      no event may (i) an Option be modified to reduce the Exercise Price of the
      Option or (ii) an Option be cancelled or surrendered in consideration for
      the grant of a new Option with a lower Exercise Price.




11.2.
      Anything contained herein to the contrary notwithstanding, Awards may, at the
      discretion of the Committee, be granted under this Plan in substitution for
      stock options and other awards covering capital stock of another corporation
      which is merged into, consolidated with, or all or a substantial portion of
      the
      property or stock of which is acquired by, the Company or one of its Affiliates.
      The terms and conditions of the substitute Awards so granted may vary from
      the
      terms and conditions set forth in this Plan to such extent as the Committee
      may
      deem appropriate in order to conform, in whole or part, to the provisions of
      the
      awards in substitution for which they are granted. Such substitute Awards
      granted hereunder shall not be counted toward the Share limit imposed by
      Section 5.1(b) hereof, except to the extent it is determined by the
      Committee that counting such Awards is required in order for Awards granted
      hereunder to be eligible to qualify as “performance-based compensation” within
      the meaning of Section 162(m) of the Code.




12. *Foreign
      Employees.* Without
      amendment of this Plan, the Committee may grant Awards to Eligible Persons
      who
      are subject to the laws of foreign countries or jurisdictions on such terms
      and
      conditions different from those specified in this Plan as may in the judgment
      of
      the Committee be necessary or desirable to foster and promote achievement of
      the
      purposes of this Plan. The Committee may make such modifications, amendments,
      procedures, sub-plans and the like as may be necessary or advisable to comply
      with provisions of laws of other countries or jurisdictions in which the Company
      or any of its Affiliates operate or have employees.




13. *Stockholder
      Approval.* This
      Plan, and any amendments hereto requiring stockholder approval pursuant to
      Section 10 hereof, are subject to approval by vote of the stockholders of
      the Company at the next annual or special meeting of stockholders following
      adoption by the Board.




14. *Withholding.* The
      Company’s obligation to issue or deliver Shares or pay any amount pursuant to
      the terms of any Awards granted hereunder shall be subject to satisfaction
      of
      applicable federal, state and local tax withholding requirements. To the extent
      provided in the applicable Agreement and in accordance with rules prescribed
      by
      the Committee, a Participant may satisfy any such withholding tax obligation
      by
      any of the following means or by a combination of such means: (a) tendering
      a cash payment, (b) authorizing the Company to withhold Shares otherwise
      issuable to the Participant, or (c) delivering to the Company already-owned
      and unencumbered Shares.




15. *Term
      of Plan.* Unless
      sooner terminated by the Board pursuant to Section 10, this Plan shall
      terminate on the date that is ten (10) years after the earlier of that date
      that the Plan is adopted by the Board or approved by the Company’s stockholders,
      and no Awards may be granted after such date. The termination of this Plan
      shall
      not affect the validity of any Awards outstanding on the date of termination.




2002
          Stock Incentive Plan as Amended January 16, 2008
 6




16. *Indemnification
      of Committee.* In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or Committee, members of the Committee shall be indemnified by the
      Company against all reasonable expenses, including attorneys’ fees, actually and
      reasonably incurred in connection with the defense of any action, suit or
      proceeding, or in connection with any appeal therein, to which they or any
      of
      them may be a party by reason of any action taken or failure to act under or
      in
      connection with this Plan or any Award granted hereunder, and against all
      amounts reasonably paid by them in settlement thereof or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, if such
      members acted in good faith and in a manner which they believed to be in, and
      not opposed to, the best interests of the Company.




17. *General
      Provisions.*




17.1.
      The establishment of this Plan shall not confer upon any Eligible Person any
      legal or equitable right against the Company, any Affiliate or the Committee,
      except as expressly provided in this Plan. Participation in this Plan shall
      not
      give an Eligible Person any right to be retained in the service of the Company
      or any Affiliate.




17.2.
      Neither the adoption of this Plan nor its submission to the Company’s
      stockholders shall be taken to impose any limitations on the powers of the
      Company or its Affiliates to issue, grant, or assume options, warrants, rights,
      or restricted stock, or other awards otherwise than under this Plan, or to
      adopt
      other stock option, restricted stock, or other plans, or to impose any
      requirement of stockholder approval upon the same.




17.3.
      The interests of any Eligible Person under this Plan are not subject to the
      claims of creditors and may not, in any way, be assigned, alienated or
      encumbered except to the extent provided in an Agreement.




17.4.
      This Plan shall be governed, construed and administered in accordance with
      the
      laws of the State of Delaware.




17.5.
      The Committee may require each person acquiring Shares pursuant to Awards
      granted hereunder to represent to and agree with the Company in writing that
      such person is acquiring the Shares without a view to distribution thereof.
      The
      certificates for such Shares may include any legend, which the Committee deems
      appropriate to reflect any restrictions on transfer. All certificates for Shares
      issued pursuant to this Plan shall be subject to such stock transfer orders
      and
      other restrictions as the Committee may deem advisable under the rules,
      regulations and other requirements of the Securities and Exchange Commission,
      any stock exchange upon which the Common Stock is then listed or interdealer
      quotation system upon which the Common Stock is then quoted, and any applicable
      federal or state securities laws. The Committee may place a legend or legends
      on
      any such certificates to make appropriate reference to such restrictions.




17.6.
      The Company shall not be required to issue any certificate or certificates
      for
      Shares with respect to Awards granted under this Plan, or record any person
      as a
      holder of record of such Shares, without obtaining, to the complete satisfaction
      of the Committee, the approval of all regulatory
      bodies deemed necessary by the Committee, and without complying to the Board’s
      or Committee’s complete satisfaction, with all rules and regulations, under
      federal, state or local law deemed applicable by the Committee.




2002
          Stock Incentive Plan as Amended January 16, 2008
 7




17.7.
      To the extent that the Plan provides for issuance of stock certificates to
      reflect the issuance of Shares, the issuance may be effected on a
      noncertificated basis, to the extent not prohibited by applicable law or the
      rules of any stock exchange or automated dealer quotation system on which the
      Shares are traded.




17.8  In
      order
      to preserve an Eligible Person’s rights under this Plan in the event of a change
      in control of the Company (as defined by the Committee), the Committee in its
      discretion may, at the time an Award is made or at any time thereafter, take
      one
      or more of the following actions: (i) provide for the acceleration of any time
      period relating to the exercise or realization of an Award, (ii) cause the
      Award
      to be assumed, or new rights substituted therefor, by another entity, or (iii)
      make any other provision as the Committee may consider equitable or in the
      best
      interests of the Company.




17.9
      Effective January 1, 2005 and notwithstanding any other provision of this
      Plan to the contrary, to the extent any Award (or modification of an Award)
      under this Plan results in the deferral of compensation (for purposes of
      Section 409A of the Code), the terms and conditions of the Award shall
      comply with Section 409A of the Code.




2002
              Stock Incentive Plan as Amended January 16, 2008
 8
  
  **OPTIONEE:**
 **DATE
        OF GRANT:**
 **EXERCISE
        PRICE:** ****
 **COVERED
        SHARES:**
  **GENVEC,
        INC.**
 **2002
        STOCK INCENTIVE PLAN**
 
 **INCENTIVE
        STOCK OPTION AGREEMENT**
 
 1.  Definitions.
        In this Agreement, capitalized terms used herein and not defined elsewhere
        herein shall have the following meanings:
  1.1  “Affiliate”
        means a corporation, partnership, business trust, limited liability company
        or
        other form of business organization at least a majority of the total combined
        voting power of all classes of stock or other equity interests of which is
        owned
        by the Company either directly or indirectly.
  1.2   “Agreement”
        means this Incentive Stock Option Agreement.
  1.3  “Board”
        means the Board of Directors of the Company.
  1.4  “Cause”
        means:
  ( a )  the
        willful and continued failure of the Optionee to substantially perform his
        or
        her duties with the Company or any of its Affiliates (other than any such
        failure resulting from incapacity due to physical or mental
        illness);
 
 ( b )  the
        willful engaging by the Optionee in illegal conduct or gross misconduct which
        is
        materially and demonstrably injurious to the Company or any of its
        Affiliates;
 
 ( c )  personal
        dishonesty or breach of fiduciary duty to the Company or any of its Affiliates
        that in either case results or was intended to result in personal profit
        to the
        Optionee at the expense of the Company or any of its Affiliates; 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 or any of its
        Affiliates.
  
 
 For
        purposes of the preceding clauses, no act or failure to act, on the part
        of the
        Optionee, shall be considered "willful" unless it is done, or omitted to
        be
        done, by the Optionee in bad faith and without reasonable belief that the
        Optionee’s action or omission was in the best interests of the Company or any of
        its Affiliates. Any act, or failure to act, based upon prior approval given
        by
        the Board or upon the instructions or with the approval of the Optionee's
        superior or based upon the advice of counsel for the Company or any of its
        Affiliates, shall be conclusively presumed to be done, or omitted to be done,
        by
        the Optionee in good faith and in the best interests of the Company or any
        of
        its Affiliates.
 
 1.5 **** A
        "Change in Control" means the occurrence of any of the following
        events:
  (a)  any
        Person or Persons acting together, excluding employee benefit plans of the
        Company, is or becomes the "beneficial owner" (as defined in Rules 13d-3
        and
        13d-5 under the Securities Exchange Act of 1934 or any successor provisions
        thereto), directly or indirectly, of securities of the Company representing
        forty percent (40%) or more of the combined voting power of the Company's
        then
        outstanding securities;
 
 (b)  the
        Company's stockholders approve (or, in the event no approval of the Company's
        stockholders is required, the Company consummates) a merger, consolidation,
        share exchange, division or other reorganization or transaction of the Company
        (a "Fundamental Transaction") with any other corporation, other than a
        Fundamental Transaction which would result in the voting securities of the
        Company outstanding immediately prior thereto continuing to represent (either
        by
        remaining outstanding or by being converted into voting securities of the
        surviving entity) at least sixty percent (60%) of the combined voting power
        immediately after such Fundamental Transaction of (i) the Company's outstanding
        securities, (ii) the surviving entity's outstanding securities, or
        (iii) in the case of a division, the outstanding securities of each entity
        resulting from the division;
 
 (c)  the
        stockholders of the Company approve a plan of complete liquidation or winding-up
        of the Company or an agreement for the sale or disposition (in one transaction
        or a series of transactions) of all or substantially all of the Company's
        assets
        (other than a transfer to a Subsidiary); or
 
 (d)  during
        any period of twenty-four (24) consecutive months, individuals who at the
        beginning of such period constituted the Board (including for this purpose
        any
        new director whose election or nomination for election by the Company's
        stockholders was approved by a vote of at least two-thirds (2/3) of the
        directors then still in office who were directors at the beginning of such
        period) cease for any reason to constitute at least a majority of the
        Board.
  1.6  “Code”
        means the Internal Revenue Code of 1986, as amended.
  1.7  “Committee”
        means the committee(s), subcommittee(s), or person(s) charged, pursuant to
        the
        provisions of the Plan, with the administration of the Plan.
  2
 
 1.8  “Common
        Stock” means the common stock, par value $ 0.001 per share, of the
        Company.
  1.9  “Company”
        means GENVEC, Inc., a Delaware corporation, and any successor
        thereto.
  1.10  “Covered
        Shares” means the shares of Common Stock subject to the Option.
  1.11  “Date
        of
        Exercise” means the date on which the Company receives notice pursuant to
        Section 5(a) of the exercise, in whole or in part, of the
        Option.
  1.12  “Date
        of
        Expiration” means the date on which the Option shall expire, which shall be the
        earliest of the following times:
  (a)  the
        date
        of the first notification to the Optionee that the Optionee’s Service is
        terminated by the Company or an Affiliate for Cause;
  (b)  ninety
        (90) days after termination of the Optionee’s Service for any reason other than
        by the Company or an Affiliate for Cause, death or Disability; provided,
        however, that (i) if the Optionee dies during such ninety (90) day period,
        one
        (1) year after such termination or (ii) if within two years following a Change
        in Control either the Optionee’s service is terminated by the Company without
        Cause or the Optionee terminates service for Good Reason, two (2) years after
        such termination;
  (c)  three
        (3)
        years after termination of the Optionee’s Service with the Company or an
        Affiliate by reason of death or Disability; or
  (d)  ten
        (10)
        years after the Date of Grant.
  1.13  “Date
        of
        Grant” means the date set forth at the beginning of this Agreement.
  1.14  “Disability”
        means the Optionee’s total and permanent disability under the Company's
        long-term disability plan or policy applicable to the Optionee such that
        the
        Optionee becomes eligible to receive long-term disability benefits
        thereunder.
  1.15 “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.
  1.16  “Exercise
        Price” means the dollar amount per share of Common Stock set forth on
        page 1 of this Agreement, as it may be adjusted from time to time pursuant
        to Section 4 hereof.
  1.17  “Fair
        Market Value” means an amount equal to the then fair market value of a Share as
        determined by the Committee pursuant to a reasonable method adopted in good
        faith for such purpose, or, unless otherwise determined by the Committee,
        if the
        Common Stock is traded on a securities exchange or automated dealer quotation
        system, fair market value shall be the last sale price for a Share, as of
        the
        relevant date, on such securities exchange or automated dealer quotation
        system
        as reported by such source as the Committee may select.
  3
 
 1.18  “Good
        Reason” means:
  (a)  a
        reduction by the Company in the Optionee’s annual base salary as in effect on
        the date hereof or as the same may be increased from time to time;
  (b)  the
        Company requiring the Optionee to be based at any office or location that
        is
        more than thirty-five (35) miles from the Optionee’s 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
        the Optionee participates immediately prior to a Change in Control that is
        material to the Optionee’s 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 the Optionee’s 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 the
        Optionee’s participation relative to other participants, than existed
        immediately prior to the Change in Control; or
  (d)  the
        failure by the Company to continue to provide the Optionee with benefits
        substantially similar to those enjoyed by the Optionee under any of the
        Company's pension, life insurance, medical, health and accident, disability
        or
        other welfare plans in which the Optionee was participating immediately prior
        to
        the Change in Control.
  Notwithstanding
        the forgoing, if the Optionee has entered into a Change in Control Agreement
        with the Company the definition of “Good Reason” shall have the meaning assigned
        to it under such Change of Control Agreement.
  1.19 “Option”
        means the stock option granted to the Optionee in Section 2 of this
        Agreement.
  1.20  “Optionee”
        means the person identified on page 1 of this Agreement.
  1.21  “Person”
        means the term “person” within the meaning of Section 3(a)(9) of the Exchange
        Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.
  1.22  “Plan”
        means the GENVEC, Inc. 2002 Stock Incentive Plan, as amended from time to
        time.
  1.23  “Service”
        means, if the Optionee is (a) an employee of the Company and/or any of its
        Affiliates (as determined by the Committee in its discretion), the Optionee’s
        service as an employee of the Company, (b) a member of the Board of Directors
        of
        the Company and/or any of its Affiliates but not an employee of the Company
        and/or any of its Affiliates (as determined by the Committee in its discretion),
        the Optionee’s service as a member of such Board of Directors, or (c) a
        consultant or independent contractor to the Company or any of its Affililiates
        (as determined by the Committee in its discretion) and is not described in
        the
        preceding clause (b), the Optionee’s service as a consultant or independent
        contractor to the Company and/or any of its Affiliates. The Optionee’s Service
        shall not be treated as having terminated if the capacity in which the Optionee
        provides Service, as described in the preceding sentence, changes, provided
        that
        the Optionee’s Service is continuous notwithstanding such change.
  4
 
 2.  Grant
        of Option. Pursuant to the Plan and subject to the terms of this Agreement,
        the Company hereby grants to the Optionee, as of the Date of Grant, the Option
        to purchase from the Company that number of shares identified as the “Covered
        Shares” on page 1 of this Agreement, exercisable at the Exercise
        Price.
  3.  Terms
        of the Option.
  3.1  Type
        of Option. The Option is intended to be an incentive stock option under
        Section 422 of the Code; provided, however, that to the extent that, during
        any calendar year, the Option becomes exercisable for the first time with
        respect to Shares having an aggregate fair market value in excess of the
        limit
        imposed by Section 422(d) of the Code or all or any portion of the Option
        does
        not otherwise qualify as an incentive stock option under Section 422 of the
        Code, (a) the Option shall be treated as a nonstatutory stock option and
        not as
        an incentive stock option, and (b) upon any exercise of the Option, the Optionee
        shall be required to designate the extent to which the exercise of the Option
        is
        with respect to that portion, if any, of the Option that is a nonstatutory
        stock
        option and that portion, if any, of the Option that is an incentive stock
        option. If, as of the same date, the Optionee exercises the Option with respect
        to a portion of the Option that is an incentive stock option and with respect
        to
        a portion of the Option that is a nonstatutory stock option, the Company
        shall
        issue separate certificates to the Optionee representing (i) those Shares
        that
        were acquired pursuant to the exercise of an incentive stock option (which
        Shares shall be identified on the Company’s stock transfer records as such), and
        (ii) those Shares that were acquired pursuant to the exercise of a nonstatutory
        stock option.
  3.2 Option
        Period; Exercisability. The Option may be exercised in whole shares during
        the period commencing on the Date of Grant and terminating on the Date of
        Expiration, as follows:
 
 (a)  no
        part
        of the Option may be exercised during the six (6) months following the Date
        of
        Grant or at any time after the Date of Expiration;
 
 (b)  beginning
        six months after the Date of Grant, the Option may be exercised as to a maximum
        of six-forty-eighths (6/48 th )
        of the
        Covered Shares;
 
 (c)  beginning
        on the first day of each month thereafter, the Option may be exercised as
        to an
        additional one-forty-eighth of the Covered Shares until the Option is
        exercisable as to all of the Covered Shares.
 
 Notwithstanding
        the foregoing, upon the occurrence of a Change in Control or in the event
        of
        termination of Optionee’s Service by reason of Disability or death, the Option
        shall thereupon become exercisable at any time prior to the Date of Expiration,
        as to the full number of Covered Shares. In no event shall the number of
        Covered
        Shares as to which the Option is exercisable increase after termination of
        the
        Optionee’s Service.
  5
 
 3.3  Nontransferability.
        The Option is not transferable by the Optionee other than by will or by the
        laws
        of descent and distribution, and is exercisable, during the Optionee’s lifetime,
        only by the Optionee, or, in the event of the Optionee’s legal disability, by
        the Optionee’s legal representative.
  3.4  Payment
        of the Exercise Price. The Optionee, upon exercise, in whole or in part, of
        the Option, may pay the Exercise Price by any or all of the following means,
        either alone or in combination:
  (a)  cash
        or
        check payable to the order of the Company;
  (b)  if
        at the
        time of exercise, the Common Stock is listed for trading on a national
        securities exchange or automated dealer quotation system delivery (either
        actual
        or constructive) of shares of unencumbered Common Stock (provided that such
        shares, if acquired under the Option or under any other option or award granted
        under the Plan or any other plan sponsored or mentioned by the Company, have
        been held by the Optionee for at least six (6) months) that have an aggregate
        Fair Market Value on the Date of Exercise equal to that portion of the Exercise
        Price being paid by delivery of such shares; or
  (c)  if
        at the
        time of exercise, the Common Stock is listed for trading on a national
        securities exchange or automated dealer quotation system and in accordance
        with
        such rules as may be specified by the Committee, delivery to the Company
        of a
        properly executed exercise notice and irrevocable instructions to a registered
        securities broker promptly to deliver to the Company cash equal to the Exercise
        Price for that portion of the Option being exercised.
  4.  Capital
        Adjustments. The number of Covered Shares as to which the Option has not
        been exercised, the Exercise Price, and the type of stock or other consideration
        to be received on exercise of the Option shall be subject to such adjustment
        or
        change, if any, as the Committee in its sole discretion deems appropriate
        to
        reflect such events as stock dividends, split-ups, spin-offs, recapitalizations,
        reclassifications, combinations or exchanges of shares, mergers, consolidations,
        liquidations, or the like, of or by the Company. Any adjustment determined
        to be
        appropriate by the Committee shall be conclusive and shall be binding on
        the
        Optionee.
  5.  Exercise.
  5.1  Notice.
        The Option shall be exercised, in whole or in part (but in no event for less
        than one hundred (100) Covered Shares or the number of Covered Shares remaining
        subject to the Option, if less) by the delivery to the Company of written
        notice
        of such exercise, in such form as the Committee may from time to time prescribe,
        accompanied by full payment (or means of full payment permitted by
        Section 3.4 hereof) of the Exercise Price with respect to that portion of
        the Option being exercised. Until the Committee notifies the Optionee to
        the
        contrary, the form attached to this Agreement as Exhibit A shall be used to
        exercise the Option.
  6
 
 5.2  Withholding.
        The Company’s obligation to deliver shares of Common Stock upon the exercise of
        the Option shall be subject to the satisfaction of any applicable federal,
        state
        and local tax withholding requirements. The Optionee may satisfy any such
        withholding obligation by any of the following means or by a combination
        of such
        means: (a) tendering a cash payment; (b) if at the time the withholding
        obligation arises, the Common Stock is listed for trading on a national
        securities exchange or automated dealer quotation system, authorizing the
        Company to withhold shares of Common Stock from the shares otherwise issuable
        to
        the Optionee upon exercise of the Option; or (c) if at the time the withholding
        obligation arises, the Common Stock is listed for trading on a national
        securities exchange or automated dealer quotation system, delivering to the
        Company already-owned and unencumbered shares of Common Stock. For purposes
        of
        this Section 5.2, shares of Common Stock that are withheld or delivered to
        satisfy applicable withholding taxes shall be valued at their Fair Market
        Value
        on the date the withholding tax obligation arises, and in no event shall
        the
        aggregate Fair Market Value of the shares of Common Stock withheld and/or
        delivered pursuant to this Section 5.2 exceed the minimum amount of taxes
        required to be withheld in connection with exercise of the Option.
  5.3  Effect.
        The exercise, in whole or in part, of the Option shall cause a reduction
        in the
        number of Covered Shares as to which the Option may be exercised in an amount
        equal to the number of shares of Common Stock as to which the Option is
        exercised.
  6.  Representations.
        The Optionee agrees that, upon the issuance of any shares of Common Stock
        upon
        the exercise of the Option, the Optionee will, upon the request of the Company,
        represent and warrant in writing that the Optionee (a) has received and
        reviewed a copy of the Plan; (b) is capable of evaluating the merits and
        risks of exercising the Option and acquiring the shares and able to bear
        the
        economic risks of such investment; (c) has made such investigation as he or
        she deems necessary and appropriate of the business and financial prospects
        of
        the Company; and (d) is acquiring the shares for investment only and not
        with a view to resale or other distribution thereof. The Optionee shall make
        such other representations and warranties that the Committee may request
        for the
        purpose of complying with applicable law.
  7.  Transfer
        of Shares-Early Disposition of Stock. The Optionee hereby agrees to notify
        the Company in writing within thirty (30) days after the date of any
        disposition of shares of Common Stock acquired upon exercise of the Option
        within two (2) years after the Date of Grant or within one (1) year after
        such
        shares were transferred to the Optionee, which notice shall state the number
        of
        shares sold or transferred, the date the shares were sold or transferred,
        and
        the sale price.
  8.  Legends.
        The Optionee agrees that the certificates evidencing the shares of Common
        Stock
        issued upon exercise of the Option may include any legend which the Committee
        deems appropriate to reflect the transfer and other restrictions contained
        in
        the Plan, this Agreement, or to comply with applicable laws.
  7
 
 9.  Rights
        as Stockholder. The Optionee shall have no rights as a stockholder with
        respect to any shares of Common Stock subject to the Option until and unless
        a
        certificate or certificates representing such shares are issued to the Optionee
        pursuant to this Agreement.
  10.  Service.
        Neither the grant of the Option evidenced by this Agreement nor any term
        or
        provision of this Agreement shall constitute or be evidence of any
        understanding, express or implied, on the part of the Company to employ or
        retain the Optionee for any period.
  11.  Subject
        to the Plan. The Option evidenced by this Agreement and the exercise thereof
        are subject to the terms and conditions of the Plan, which is incorporated
        by
        reference and made a part hereof, but the terms of the Plan shall not be
        considered an enlargement of any rights or benefits under this Agreement.
        In
        addition, the Option is subject to any rules and regulations promulgated
        by the
        Committee.
  12.  Governing
        Law. The validity, construction, interpretation and enforceability of this
        agreement shall be determined and governed by the laws of the State of Maryland
        without giving effect to the principles of conflicts of laws.
  13.  Severability.
        If any provision of this Agreement shall be held to be invalid, illegal or
        unenforceable in any material respect, such provision shall be replaced with
        a
        provision that is as close as possible in effect to such invalid, illegal
        or
        unenforceable provision, and still be valid, legal and enforceable, and the
        validity, legality and enforceability of the remainder of this Agreement
        shall
        not in any way be affected or impaired thereby.
  IN
        WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
        behalf by the undersigned, thereunto duly authorized, effective as of the
        Date
        of Grant.
  ATTEST:
              
              GENVEC,
                  INC.By:Horacio
                  Correa
              
              Douglas
                  J. Swirsky –
                  Chief
                  Financial Officer,Treasurer
                  and Corporate SecretaryAccepted
                  and agreed to as of the Date of Grant:****-
                  Optionee
  8
  “EXHIBIT
        A”
 EXERCISE
        OF OPTION
 
 Board
        of
        Directors
 GENVEC,
        Inc.
 65
        West
        Watkins Mill Road,
 Gaithersburg,
        MD 20878
 
 Gentlemen:
 
 The
        undersigned, the Optionee under the Incentive Stock Option Agreement
        (“Agreement”) identified as Option No. ____—___ granted pursuant to the
        GENVEC, Inc. 2002 Stock Incentive Plan, hereby irrevocably elects to exercise
        the Option granted in the Agreement to purchase __________ shares of Common
        Stock of GENVEC, Inc., par value $0.001 per share (the “Option Shares”), and
        herewith makes payment of $   in the
        form of (check all that apply and if more than one is checked, indicate the
        amount to be paid by each payment method):
 
 [
                  ]
                  Cash or Check:[
                  ]
                  Common Stock:[
                  ]
                  Brokerage Transaction:
 
 The
        undersigned hereby elects to satisfy applicable withholding requirements
        by
        (check all that apply and, if more than one is checked, indicate the amount
        to
        be withheld by each withholding method):
 
 [
                  ]
                  Cash or Check:[
                  ]
                  Withholding of Common Stock:[
                  ]
                  Delivery of Common Stock:
  If
        applicable pursuant to Section 3.1 of the Agreement, the Optionee elects
        that
        __________ of the Option Shares shall be treated as being acquired pursuant
        to
        the exercise of an incentive stock option and _______ of the Option shares
        shall
        be treated as acquired pursuant to the exercise of a nonqualified stock option
        that is not an incentive stock option.
 
 Capitalized
        terms used herein but not defined shall have the meanings ascribed to such
        terms
        in the Agreement.
 
 The
        undersigned hereby represents as follows:
  A-1
  1.  The
        Optionee has received and reviewed a copy of the Plan and the statutory
        prospectus relating to the Plan.
 
 2.  The
        certificate(s) for the Option Shares may be legended, for certain officers
        who
        may be deemed affiliates of the Company, to the effect that such officers
        may
        not reoffer or resell the Option Shares in a transaction which is not registered
        under the Securities Act of 1933, as amended ("the Act"), except pursuant to the
        Securities and Exchange Commission's Rule 144 under the Act, or another
        exemption thereunder.
  Date:
                  ________________(Signature
                  of Optionee)
  Date
        received by GENVEC, Inc.:   ________________
 
 Received
        by: **____________________________________**
 
 **Note:
        Shares of Common Stock being delivered in payment of all or any part of the
        Exercise Price must be represented by certificates registered in the name
        of the
        Optionee and duly endorsed by the Optionee and by each and every other co-owner
        in whose name the shares may also be registered.**
  A-2