optionform2002incentiveplan



Exhibit
10.2.1

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.








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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.







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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.

 

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.

 







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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.

 

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.

 







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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.

 

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-eighth (6/48th) 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 (1/48th) of the
Covered Shares until the Option is exercisable as to all of the Covered
Shares.

 







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Notwithstanding
the foregoing, in the event that within two (2) years following a Change in
Control the Optionee’s Service is terminated by the Company and/or its
Affiliates without Cause or the Optionee terminates the Optionee’s Service for
Good Reason or in the event of termination of the 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. 

 

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.

 







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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.

 

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.

 







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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:_________________________  

Tricia J.
Richardson      Jeffrey
W. Church - CFO, Treasurer 

Investor
Relations Specialist              
& Corporate Secretary




Accepted
and agreed to as of the Date of Grant: ___________________________









 




















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“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:




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.

























OPTION
NUMBER:

OPTIONEE: 

DATE OF
GRANT: 

EXERCISE
PRICE: 

COVERED
SHARES:


GENVEC,
INC.

2002
STOCK INCENTIVE PLAN


NONSTATUTORY
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 Nonstatutory 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.








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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.







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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.

 

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.

 







- 3
-












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.

 

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.

 







- 4
-












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.

 

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 a nonstatutory stock option under Section 422 of
the Code.

 

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
on the first anniversary after the Date of Grant, the Option may be exercised as
to a maximum of six-forty-eighth (6/48th) 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 (1/48th) of the
Covered Shares until the Option is exercisable as to all of the Covered
Shares.

 







- 5
-












Notwithstanding
the foregoing, in the event that within two (2) years following a Change in
Control the Optionee’s Service is terminated by the Company and/or its
Affiliates without Cause or the Optionee terminates the Optionee’s Service for
Good Reason or in the event of termination of the 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. 

 

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.  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.

 

8.  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.

 

9.  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.

 

10.  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.

 







- 7
-












11.  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.

 

12.  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:__________________________
 

Tricia J.
Richardson           Jeffrey
W. Church

Investor
Relations Specialist     Chief
Financial Officer, Treasurer

                  &
Corporate Secretary







Accepted
and agreed to as of the Date of Grant:___________________________














- 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 Nonstatutory 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:
	 








Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Agreement.




The
undersigned hereby represents as follows:




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.



























OPTION
NUMBER:

OPTIONEE: 

DATE OF
GRANT: 

EXERCISE
PRICE: 

COVERED
SHARES:


GENVEC,
INC.

2002
STOCK INCENTIVE PLAN


DIRECTOR
STOCK OPTION AGREEMENT


 

1.  Definitions. In this
Agreement, capitalized terms used herein and not defined elsewhere herein shall
have the following meanings:

 

1.1  
“Agreement” means this Director Stock Option Agreement.

 

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

 

1.3   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
-












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

 

1.5  “Committee”
means the committee(s), subcommittee(s), or person(s) charged, pursuant to the
provisions of the Plan, with the administration of the Plan.

 

1.6  “Common
Stock” means the common stock, par value $ 0.001 per share, of the
Company.

 

1.7  “Company”
means GENVEC, Inc., a Delaware corporation, and any successor
thereto.

 

1.8  “Covered
Shares” means the shares of Common Stock subject to the Option.

 

1.9  “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.

 

1.10  “Date of
Expiration” means the date on which the Option shall expire, which shall be the
earliest of the following times:

 

(a)  ninety
(90) days after termination of the Optionee’s Service for any reason, other than
death or Disability, provided, however, that if the Optionee dies during such
ninety (90) day period, one (1) year after such termination; or

 

(b)  three (3)
years after termination of the Optionee’s Service with the Company by reason of
death or Disability; or

 

(c)  ten (10)
years after the Date of Grant.

 

1.11   “Date of
Grant” means the date set forth at the beginning of this Agreement.

 

1.12  “Disability”
means the Optionee’s total and permanent disability as defined in Section
22(e)(3) of the Code. 

 

1.13  “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

 







- 2
-












1.14  “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.

 

1.15  “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.

 

1.16   “Option”
means the stock option granted to the Optionee in Section 2 of this
Agreement.

 

1.17  “Optionee”
means the person identified on page 1 of this Agreement.

 

1.18   “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.

 

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

 

1.20  
“Service” means, the Optionee’s service to the Company as member of the
Company’s Board.

 

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
-












3.  Terms
of the Option.

 

3.1  Type
of Option. The
Option is intended to be a nonstatutory stock option under Section 422 of
the Code.

 

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
on the date six (6) months after the Date of Grant, the Option may be exercised
as to a maximum of fifty percent (50%) of the Covered Shares;

 

(c)  beginning
on the date of the next annual meeting of stockholders thereafter, the Option
may be exercised as to all of the Covered Shares.

 

Notwithstanding
the foregoing, upon a Change in Control, 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.


 







- 4
-












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
-












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.

 

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
-












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.  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.

 

8.  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.

 

9.  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 retain the Optionee for any
period.

 







- 7
-












10.  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.

 

11.  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.

 

12.  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:
____________________________

Tricia J.
Richardson        Jeffrey
W. Church

Investor
Relations Specialist             Chief
Financial Officer, Treasurer

                    &
Corporate Secretary







Accepted
and agreed to as of the Date of Grant:___________________________







  

 

















- 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 Director 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:
	 
	[ ] Withholdoing of Common Stock:	 
	
      [ ]
      Delivery of Common Stock:
	 








Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Agreement.




The
undersigned hereby represents as follows:




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 to the effect that
directors 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.