Exhibit 10.22
**GENVEC, INC.**
**INDEMNIFICATION AND**
**ADVANCEMENT OF EXPENSES AGREEMENT**
This Agreement (“Agreement”) is entered into as of this 10 day ofDecember, 2003 by and between GenVec, Inc., a Delaware corporation (the“Company”) and                     (“Indemnitee”).
**RECITALS**
     A. The Company and Indemnitee recognize the significant increases in thecost of liability insurance for the Company’s directors.
     B. The Company and Indemnitee further recognize the substantial increasein corporate litigation in general, subjecting directors to expensivelitigation risks at the same time as the availability and coverage of liabilityinsurance has been severely limited.
     C. Indemnitee and the Company are concerned that the current protectionavailable to Indemnitee may prove to be inadequate under the circumstances, andIndemnitee and other directors of the Company may not be willing to continue toserve in such capacities without additional protection.
     D. Under Delaware law, a director’s right to be reimbursed for the costsof defense of criminal actions, whether such claims are asserted under state orfederal law, does not depend upon the merits of the claims asserted against thedirector and is separate and distinct from any right to indemnification thedirector may be able to establish, and indemnification of the director againstcriminal fines and penalties is permitted if the director satisfies theapplicable standard of conduct.
     E. The Company desires to attract and retain the services of highlyqualified individuals, such as Indemnitee, to serve the Company and, in part,in order to induce Indemnitee to continue to provide services to the Company,wishes to provide for the indemnification and the advancement of expenses toIndemnitee to the maximum extent permitted by law.
     F. In view of the considerations set forth above, the Company desires thatIndemnitee be indemnified by the Company as set forth herein.
     **NOW, THEREFORE,**the Company and Indemnitee hereby agree as follows:
     1. **Indemnification and Advancement of Expenses**.
          (a) Indemnification. In addition to and not in substitution forIndemnitee’s rights under the Company’s Amended and Restated Certificate ofIncorporation and Amended and Restated Bylaws, in the event that Indemnitee wasor is
 

 

or becomes or is threatened to be made a party to or is otherwise involvedin any threatened, asserted, pending or completed action, suit, proceeding oralternative dispute resolution mechanism, or any hearing, formal or informal,inquiry or investigation whether civil, criminal, administrative, investigativeor other (hereinafter a “**Proceeding**”) by reason of (or arising out of) (i)Indemnitee’s service as a director of the Company or (ii) Indemnitee’s serviceat the request of the Company as a director, trustee, officer, employee, agentor fiduciary of another corporation or of a partnership, joint venture, trust,employee benefit plan sponsored or maintained by the Company or an entity inwhich the Company owns more than 50% of the of the combined voting power of theentity (a “**Subsidiary**”), or other enterprise, or by reason of any action orinaction on the part of Indemnitee while serving in such capacity (hereinafteran “**Indemnifiable Claim**”), the Company shall indemnify and hold harmlessIndemnitee to the fullest extent permitted by law against any and all expenses(including attorney’s, professionals’ and experts’ fees and any similar feesand all other costs, expenses and obligations actually and reasonably incurredby Indemnitee in connection with investigating, defending, being a witness inor participating in (including on appeal), or preparing to defend, be a witnessin or participate in, any such Proceeding), judgments, fines, ERISA excisestaxes, penalties and amounts paid in settlement of such Indemnifiable Claim(collectively, hereinafter “**Expenses**”), including all interest, assessments andother charges paid or payable in connection with or in respect of suchExpenses.
          (b) Payment of Expenses in Advance of Final Disposition. Allreasonable Expenses actually incurred by Indemnitee (including attorneys’ fees,retainers and advances of disbursements required of Indemnitee) shall be paidby the Company in advance of the final disposition of any Proceeding, if sorequested by Indemnitee, within thirty (30) days after the receipt by theCompany of a statement or statements from Indemnitee requesting such advance oradvances. Indemnitee may submit such statements from time to time.Indemnitee’s entitlement to such Expenses shall include those incurred inconnection with any Proceeding by Indemnitee seeking an adjudication or awardin arbitration pursuant to this Agreement. Such statement or statements shallreasonably evidence the Expenses incurred by Indemnitee in connection therewithand shall include or be accompanied by an undertaking, which need not besecured and shall be accepted without reference to Indemnitee’s ability torepay such Expenses, by or on behalf of Indemnitee, to repay any such amountsif it is ultimately determined that Indemnitee is not entitled to beindemnified against such Expenses pursuant to this Agreement or otherwise.
     2. **Indemnification Procedure****.**
          (a) Notice, Cooperation by Indemnitee. Promptly after receipt byIndemnitee of notice of the commencement of any Proceeding, Indemnitee shall,as a condition precedent to Indemnitee’s right to be indemnified under thisAgreement, give the Company notice in writing of any Proceeding againstIndemnitee for which indemnification will be sought under this Agreement,provided, however, that unless the failure to notify causes material prejudiceto the Company, Indemnitee’s failure to so notify the Company shall not relieveCompany from its obligations to indemnify or pay Expenses under this Agreementor from any liability which the Company may otherwise
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have to Indemnitee. Notice to the Company shall be directed to the ChiefFinancial Officer of the Company at the Company’s principal offices or suchother address as the Company shall designate in writing to Indemnitee. Inaddition, Indemnitee shall give the Company such non-privileged information andcooperation as it may reasonably require and as shall be within Indemnitee’spower.
          (b) Suit to Recover Payment Under the Agreement. If a claim forindemnification under this Agreement is not paid in full by the Company withinthirty (30) days after it has been received in writing by the Company,Indemnitee may at any time thereafter bring suit against the Company to recoverthe unpaid amount of the claim and, if successful in whole or in part, theclaimant shall be entitled to be paid also the expense of prosecuting suchclaim. It shall be a defense to any such action (other than an action broughtto enforce a claim for expenses incurred in defending any Proceeding in advanceof its final disposition where the required undertaking, if any is required,has been tendered to the Company) that the claimant has not met the standardsof conduct which make it permissible under applicable law for the Company toindemnify the claimant for the amount claimed, but the burden of proving suchdefense shall be on the Company. Neither the failure of the Company (includingits Board of Directors, Independent Counsel, as defined below, or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth inapplicable law, nor an actual determination by the Company (including its Boardof Directors, Independent Counsel or its stockholders) that the claimant hasnot met such applicable standard of conduct, shall be a defense to the actionor create a presumption that the claimant has not met the applicable standardof conduct.
          (c) Indemnitee’s Expenses incurred in connection with any proceedingconcerning his or her right to indemnification or advancement of Expenses inwhole or in part pursuant to this Agreement shall also be indemnified by theCompany regardless of the outcome of such proceeding, unless a court ofcompetent jurisdiction determines that the material assertions made byIndemnitee in such proceeding were not made in good faith or were frivolous.
     3. **Partial Indemnification**. If Indemnitee is entitled under anyprovision of this Agreement to indemnification or advancement of Expenses bythe Company for some or a portion of the Expenses actually and reasonablyincurred by Indemnitee in connection with an Indemnifiable Claim, but not,however, for all of the total amount thereof, the Company shall neverthelessindemnify and/or advance to Indemnitee for the portion of such Expenses towhich Indemnitee is so entitled.
     4. **Determination of Right to Indemnification**.
          (a) To the extent that Indemnitee has been successful on the merits orotherwise in defense of any Indemnifiable Claim or portion thereof, including,without limitation, the dismissal of an action without prejudice, Indemniteeshall be indemnified against all Expenses relating to, arising out of orresulting from such Indemnifiable Claim
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in accordance with Section 1 and no Standard of Conduct Determination (asdefined in Section 4(b) below) shall be required.
          (b) To the extent that the provisions of Section 4(a) are inapplicable toan Indemnifiable Claim that shall have been finally disposed of, anydetermination of whether Indemnitee has satisfied any applicable standard ofconduct under Delaware law that is a legally required condition precedent toindemnification of Indemnitee hereunder against Expenses relating to, arisingout of or resulting from such Indemnifiable Claim (a “**Standard Of ConductDetermination**”) shall be made as follows: (i) by the majority vote of thedirectors who are not parties to the Indemnifiable Claim, even if less than aquorum; (ii) by a committee of such directors designated by the majority voteof such directors, even if less than a quorum; (iii) if there are no suchdirectors, or such directors so direct, by Independent Counsel (as definedbelow) in a written opinion to the Board of Directors, a copy of which shall bedelivered to Indemnitee; or (iv) by the Company’s stockholders. Indemniteewill cooperate with the person or persons making such Standard of ConductDetermination, including providing to such person or persons, upon reasonableadvance request, any documentation or information which is not privileged orotherwise protected from disclosure and which is reasonably available toIndemnitee and reasonably necessary to such determination.
     For purposes of this Agreement, “Independent Counsel” shall mean a lawfirm or a member of a law firm that neither is presently nor in the past fiveyears has been retained to represent: (i) the Company or Indemnitee in anymatter material to either such party, or (ii) any other party to the action,suit, investigation or proceeding giving rise to a claim for indemnificationhereunder. Notwithstanding the foregoing, the term “Independent Counsel” shallnot include any person who, under the applicable standards of professionalconduct then prevailing, would have a conflict of interest in representingeither the Company or Indemnitee in an action to determine Indemnitee’s rightto indemnification under this Agreement.
          (c) The Company shall use its reasonable best efforts to cause anyStandard of Conduct Determination required under Section 4(b) to be made aspromptly as practicable. If (i) the person or persons empowered or selectedunder Section 4(b) to make the Standard of Conduct Determination shall not havemade a determination within thirty (30) days after the later of (A) receipt bythe Company of written notice from Indemnitee advising the Company of the finaldisposition of the applicable Indemnifiable Claim (the date of such receiptbeing the “**Notification Date**”) and (B) the selection of an Independent Counsel,if such determination is to be made by Independent Counsel, that is permittedunder the provisions of Section 4(e) to make such determination and (ii)Indemnitee shall have fulfilled its obligations set forth in the secondsentence of Section 4(b), then Indemnitee shall be deemed to have satisfied theapplicable standard of conduct; provided that such thirty (30)-day period maybe extended for a reasonable time, not to exceed an additional thirty (30)days, if the person or persons making such determination in good faith requiressuch additional time for the obtaining or evaluation or documentation and/orinformation relating thereto.
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          (d) If (i) Indemnitee shall be entitled to indemnification hereunderagainst any Expenses pursuant to Section 4(a), (ii) no determination of whetherIndemnitee has satisfied any applicable standard of conduct under Delaware lawis a legally required condition precedent to indemnification of Indemniteehereunder against any Expenses, or (iii) Indemnitee has been determined ordeemed pursuant to Section 4(b) or (c) to have satisfied any applicablestandard of conduct under Delaware law which is a legally required conditionprecedent to indemnification of Indemnitee hereunder against any Expenses, thenthe Company shall pay to Indemnitee, within five business days after the laterof (x) the Notification Date in respect of the Indemnifiable Claim or portionthereof to which such Expenses are related, out of which such Expenses arose orfrom which such Expenses resulted and (y) the earliest date on which theapplicable criterion specified in clause (i), (ii) or (iii) above shall havebeen satisfied.
          (e) If a Standard of Conduct Determination is to be made by IndependentCounsel, the Independent Counsel shall be selected by the Board of Directors,and the Company shall give written notice to Indemnitee advising him of theidentity of the Independent Counsel so selected. Indemnitee may, within five(5) business days after receiving written notice of selection from the Company,deliver to the Company a written objection to such selection; provided,however, that such objection may be asserted only on the ground that theIndependent Counsel so selected does not satisfy the criteria set forth in thedefinition of “Independent Counsel” in Section 4(b), and the objection shallset forth with particularity the factual basis of such assertion. Absent aproper and timely objection, the person or firm so selected shall act asIndependent Counsel. If such written objection is properly and timely made andsubstantiated, (i) the Independent Counsel so selected may not serve asIndependent Counsel unless and until such objection is withdrawn or a court hasdetermined that such objection is without merit and (ii) the Company may, atits option, select an alternative Independent Counsel and give written noticeto Indemnitee advising Indemnitee of the identity of the alternativeIndependent Counsel so selected, in which case the provisions of the twoimmediately preceding sentences and clause (i) of this sentence shall apply tosuch subsequent selection and notice. If applicable, the provisions of clause(ii) of the immediately preceding sentence shall apply to successivealternative selections. If no Independent Counsel that is permitted under theforegoing provisions of this Section 4(e) to make the Standard of ConductDetermination shall have been selected within thirty (30) days after theCompany gives its initial notice pursuant to the first sentence of this Section4(e) either the Company or Indemnitee may petition the Court of Chancery of theState of Delaware for resolution of any objection which shall have been made byIndemnitee to the Company’s selection of Independent Counsel and/or for theappointment as Independent Counsel of a person selected by the Court or by suchother person as the Court shall designate, and the person or firm with respectto whom all objections are so resolved or the person or firm so appointed willact as Independent Counsel. In all events, the Company shall pay all of thereasonable fees and expenses of the Independent Counsel incurred in connectionwith the Independent Counsel’s determination pursuant to Section 4(b).
     5. **Presumption and Effects of Certain Proceedings**. In making anyStandard of Conduct Determination, the person or persons making suchdetermination shall
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presume that Indemnitee has satisfied the applicable standard of conduct,and the Company may overcome such presumption only by its producing clear andconvincing evidence to the contrary. Any Standard of Conduct Determinationthat is adverse to Indemnitee may be challenged by Indemnitee in the Court ofChancery of the State of Delaware. No determination by the Company (includingby its directors or any Independent Counsel) that Indemnitee has not satisfiedany applicable standard of conduct shall be a defense to any claim byIndemnitee for indemnification or payment of Expenses by the Company hereunderor create a presumption that Indemnitee has not met any applicable standard ofconduct. For purposes of this Agreement, the termination of any Proceeding byjudgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of nolo contendere or its equivalent, will notcreate a presumption that Indemnitee did not meet any applicable standard ofconduct or that indemnification hereunder is otherwise not permitted.
     6. **Conduct of Defense**. The Company shall be entitled toparticipate in the defense of any Indemnifiable Claim or to assume the defensethereof, with counsel reasonably satisfactory to Indemnitee; provided that ifIndemnitee believes, after consultation with counsel selected by Indemnitee,that (a) the use of counsel chosen by the Company to represent Indemnitee wouldpresent such counsel with an actual or potential conflict, (b) the namedparties in any such Indemnifiable Claim (including any impleaded parties)include both the Company and Indemnitee and Indemnitee shall conclude thatthere may be one or more legal defenses available to him or her that aredifferent from or in addition to those available to the Company, or (c) anysuch representation by such counsel would be precluded under the applicablestandards of professional conduct then prevailing, then Indemnitee shall beentitled to retain separate counsel (but not more than one law firm plus, ifapplicable, local counsel in respect of any particular Indemnifiable Claim) atthe Company’s expense. The Company shall not be liable to Indemnitee underthis Agreement for any amounts paid in settlement of any threatened or pendingIndemnifiable Claim effected without the Company’s prior written consent, whichconsent shall not be unreasonably withheld. The Company shall not, without theprior written consent of Indemnitee, effect any settlement of any threatened orpending Indemnifiable Claim which Indemnitee is or could have been a partyunless such settlement solely involves the payment of money and includes acomplete and unconditional release of Indemnitee from all liability on anyclaims that are the subject matter of such Indemnifiable Claim. Neither theCompany nor Indemnitee shall unreasonably withhold its consent to any proposedsettlement.
     7. **Indemnification Hereunder Not Exclusive**. The indemnificationprovided by this Agreement shall not be exclusive of, and shall be in additionto, any other rights to which Indemnitee may be entitled under the Company’s orany Subsidiary’s certificate of incorporation, bylaws or regulations, or anyvote of stockholders or disinterested directors or applicable law. Theindemnification provided under this Agreement shall continue as to Indemniteefor any action Indemnitee took or did not take while serving in an indemnifiedcapacity even though Indemnitee may have ceased to serve in such capacity.
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     8. **No Duplication of Payments**. The Company shall not be liableunder this Agreement to make any payment in connection with any IndemnifiableClaim made against Indemnitee to the extent Indemnitee has otherwise actuallyreceived payment (under any Company insurance policy, the Company’s Amended andRestated Certificate of Incorporation, the Company’s Amended and Rested Bylawsor otherwise) of the amounts otherwise indemnifiable hereunder.
     9. **Liability Insurance**. To the extent the Company maintainsliability insurance applicable to directors (“Insurance”), Indemnitee shall benamed as an insured under such Insurance in such a manner as to provideIndemnitee the same rights and benefits as are accorded to the most favorablyinsured of the Company’s directors under such Insurance. Notwithstanding theforegoing, the Company shall have no obligation to obtain or maintainInsurance.
     10. **Exceptions**. Any other provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement:
          (a) Excluded Actions or Omissions. To indemnify or advanceexpenses to Indemnitee (i) for conduct which is adjudged to have been willfulmisconduct, knowingly fraudulent or deliberately dishonest, or (ii) from acts,omissions or transactions for which Indemnitee is prohibited from receivingindemnification under this Agreement or applicable law;
          (b) Proceedings Initiated by Indemnitee. To indemnify or advanceexpenses to Indemnitee with respect to proceedings initiated or broughtvoluntarily by Indemnitee and not by way of defense, except (i) with respect toproceedings brought to establish or enforce a right to indemnification underthis Agreement or any other agreement or Insurance policy or under theCompany’s Amended and Restated Certificate of Incorporation or Amended andRestated Bylaws now or hereafter in effect relating to Indemnifiable Claims, or(ii) in specific cases if the Board of Directors has approved the initiation orbringing of such proceeding, advance expense payment or insurance recovery, asthe case may be;
          (c) Lack of Good Faith. To indemnify Indemnitee for any Expensesincurred by Indemnitee with respect to any proceeding instituted by Indemniteeto enforce or interpret this Agreement, if a court of competent jurisdictiondetermines that each of the material assertions made by Indemnitee in suchproceeding was not made in good faith or was frivolous; or
          (d) Proceedings Under Section 16(b). To indemnify Indemnitee forthe payment of profits arising from the purchase and sale by Indemnitee ofsecurities in violation of Section 16(b) of the Securities Exchange Act of1934, as amended, or any similar successor statute, the rules and regulationspromulgated thereunder, or any similar provisions of any federal, state orlocal statutory law.
     11. **Period of Limitations**. No proceeding shall be brought and nocause of action shall be asserted by or on behalf of the Company or anySubsidiary against
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Indemnitee, his spouse, heirs, estate, executors or administrators afterthe expiration of two years from the earlier of (i) the date the Company or anySubsidiary discovers the facts underlying such cause of action, or (ii) thedate the Company or any Subsidiary could have discovered such facts by theexercise of reasonable diligence; provided, however, that if any shorter periodof limitations is otherwise applicable to any such cause of action, suchshorter period shall govern. Any claim or cause of action of the Company orany Subsidiary, including claims predicated upon the negligent act or omissionof Indemnitee, shall be extinguished and deemed released unless asserted byfiling of a legal action within such period. This section shall not apply toany cause of action which has accrued on the date hereof and of whichIndemnitee is aware on the date hereof, but as to which the Company has noactual knowledge apart from Indemnitee’s knowledge.
     12. **Binding Effect; Successors and Assigns**.
          (a) The Company shall require any successor (whether direct or indirect,by purchase, merger, consolidation, reorganization or otherwise) to all orsubstantially all of the business or assets of the Company, by agreement inform and substance satisfactory to Indemnitee and his or her counsel, expresslyto assume and agree to perform this Agreement in the same manner and to thesame extent the Company would be required to perform if no such succession hadtaken place. This Agreement shall be binding upon and inure to the benefit ofthe Company and any successor to the Company, including without limitation anyperson acquiring directly or indirectly all or substantially all of thebusiness or assets of the Company whether by purchase, merger, consolidation,reorganization or otherwise (and such successor will thereafter be deemed the"**Company**” for purposes of this Agreement), but shall not otherwise beassignable or delegatable by the Company.
          (b) This Agreement shall be binding upon and shall inure to the benefit ofand be enforceable by Indemnitee’s personal or legal representatives,executors, administrators, successors, heirs, distributees, legatees and othersuccessors.
          (c) This Agreement is personal in nature and neither of the parties heretoshall, without the consent of the other, assign or delegate this Agreement orany rights or obligations hereunder except as expressly provided in Sections13(a) and 13(b). Without limiting the generality or effect of the foregoing,Indemnitee’s right to receive payments hereunder shall not be assignable,whether by pledge, creation of a security interest or otherwise, other than bya transfer by Indemnitee’s will or by the laws of descent and distribution,and, in the event of any attempted assignment or transfer contrary to thisSection 13(c), the Company shall have no liability to pay any amount soattempted to be assigned or transferred.
          (d) This Agreement shall continue in effect with respect to IndemnifiableClaims regardless of whether Indemnitee continues to serve as a director,trustee, officer, employee, agent or fiduciary of the Company or of any otherentity at the Company’s request.
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     13. **Separability**. Each provision of this Agreement is a separateand distinct agreement and independent of the others, so that if any provisionhereof shall be held to be invalid or unenforceable for any reason, suchinvalidity or unenforceability shall not affect the validity or enforceabilityof the other provisions hereof. To the extent required, any provision of thisAgreement may be modified by a court of competent jurisdiction to preserve itsvalidity and to provide Indemnitee with the broadest possible indemnificationpermitted under applicable law.
     14. **Entire Agreement**. This Agreement, together with all exhibitshereto, constitutes the entire understanding and agreement of the parties withrespect to the subject matter hereof and supersedes any and all priornegotiations, correspondence, agreements, understandings, duties or obligationswith respect to the subject matter hereof; provided, however, that if thisAgreement, in its entirety, is held to be invalid or unenforceable for anyreason, the indemnity agreement, if any, between the Company and Indemniteewhich was in effect immediately prior to the execution of this Agreement shallgovern.
     15. **Interpretation; Governing Law; Venue**. This Agreement shall beconstrued as a whole and in accordance with its fair meaning. Headings are forconvenience only and shall not be used in construing meaning. This Agreementshall be governed and interpreted in accordance with the laws of the State ofDelaware without regard to principles of conflicts of laws thereof. The partybringing any action under this Agreement shall only be entitled to choose thefederal or state courts in the State of Delaware as the venue for such action,and each party consents to the jurisdiction of the court chosen in such mannerfor such action.
     16. **Amendment and Termination**. No amendment, waiver, modification,termination or cancellation of this Agreement shall be effective unless inwriting signed by the party against whom enforcement is sought. Theindemnification rights afforded to Indemnitee hereby are contract rights andmay not be diminished, eliminated or otherwise affected by amendments to theCompany’s or any Subsidiary’s charter or bylaws (or similar constitutivedocuments) or by amendments to any agreements other than agreements executed byIndemnitee that expressly refer to this Agreement.
     17. **No Personal Liability**. Indemnitee agrees that no director,officer, employee, representative or agent of the Company or any of itsSubsidiaries shall be personally liable for the satisfaction of the Company’sobligations under this Agreement, and Indemnitee shall look solely to theassets of the Company for satisfaction of any claims hereunder.
     18. **Counterparts**. This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by eachparty and delivered to the other.
     19. **Notices**. All notices, demands, requests, or othercommunications which may be or are required to be given, served or sent byeither party to the other party pursuant to
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this Agreement, shall be in writing and shall be hand delivered, sent byexpress mail or other overnight delivery service or mailed by registered orcertified mail, return receipt requested, postage prepaid, or transmitted bytelegram, telex or telecopy, addressed as follows:         If to the Company:           GenVec, Inc.    65 W. Watkins Mill Road    Gaithersburg, MD 20878   Attn: Jeffrey W. Church     CFO, Treasurer & Corporate Secretary   Facsimile: 240-632-0735         If to Indemnitee:
     Each party may designate by notice in writing a new address (or substituteor additional persons) to which any notice, demand, request or communicationmay thereafter be so given, served or sent. Each notice, demand, request, orcommunication which shall be mailed, sent, delivered, telefaxed or telexed inthe manner described above, or which shall be delivered to a telegraph company,shall be deemed sufficiently given, served, sent or received for all purposesat such time as it is delivered to the addressee (with the return receipt, thedelivery receipt or, with respect to a telex or telefax, the answer back beingdeemed conclusive evidence of such delivery) or at such time as delivery isrefused by the addressee upon presentation.
     20. **Subrogation**. In the event of payment under this Agreement, theCompany shall be subrogated to the extent of such payment to all of the rightsof recovery of Indemnitee, who shall execute all papers required and shall doeverything that may be necessary to secure such rights, including the executionof such documents necessary to enable the Company effectively to bring suit toenforce such rights.
     21. **No Construction as to Retention**. Nothing contained in thisAgreement shall be construed as giving indemnitee any right to be retained as adirector of the Company for any period of time.
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     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement asof the date first written above.       **INDEMNITEE**         Name:         **GENVEC, INC.**      By:         Name:   Title: