stockpurchaseplan2002



Exhibit 10.2


GENVEC, INC.


 

2002
STOCK INCENTIVE PLAN 

 

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

 

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


 

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

 

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

 

        1.4.
"Board" means the Board of Directors of the Company. 

 

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

 

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

 

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

 

        1.8.
"Company" means GenVec, Inc., and any successor thereto. 

 

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


 

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


 

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

 

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

 







- 1
-












        1.13.
"Exercise Price" means the price per Share at which an Option may be exercised.


 

        1.14.
"Fair Market Value" means, unless otherwise determined by the Committee, if the
Common Stock is traded on a securities exchange or quoted on an automated dealer
quotation system, the last sale price for a Share, as of the relevant date, on
such securities exchange or automated dealer quotation system as reported by
such source as the Committee may select, or if the Common Stock is not traded on
a securities exchange or automated dealer quotation system, an amount equal to
the then fair market value of a Share as determined by the Committee pursuant to
a reasonable method adopted in good faith for such purpose. 

 

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

 

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

 

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

 

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

 

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


 

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


 

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

 

 







- 2
-












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

 

        1.23.
"Prior Plans" means the Company's 1993 Stock Incentive Plan and the 2000
Director Option Plan. 

 

        1.24.
"Restricted Stock" means Shares granted under the Plan pursuant to the
provisions of Section 8 hereof. 

 

        1.25.
"Section 422 Employee" means an Employee who is employed by the Company or
a "parent corporation" or "subsidiary corporation" (both as defined in Sections
424(e) and (f) of the Code) with respect to the Company. 

 

        1.26.
"Share" means a share of Common Stock. 

 

        1.27.
"Ten-Percent Stockholder" means a Section 422 Employee who (applying the
rules of Section 424(d) of the Code) owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or a "parent corporation" or "subsidiary corporation" (both as defined
in Sections 424(e) and (f) of the Code) with respect to the Company.


 

        1.28.
"Unissued Shares" means (i) any available shares under the Prior Plans as
of the date of termination of the Prior Plans, (ii) shares subject to
options under the Prior Plans that expired or terminated for any reason without
having been fully exercised and (iii) shares of Restricted Stock that are
forfeited under the Prior Plans. 

 

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

 

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

 







- 3
-












        4.
    Eligibility.
    Awards
may be granted only to Eligible Persons. 

 

        5.
    Stock
Subject to Plan.     


 

        5.1.
Subject to adjustment as provided in Section 9 hereof, (a) the maximum
number of Shares that may be issued under this Plan is 3,680,000 Shares, plus
any Unissued Shares, (b) the maximum number of Shares with respect to which
an Employee may be granted Awards under this Plan during a calendar year is
150,000 Shares, (c) the maximum number of Shares that may be issued
pursuant to the exercise of Incentive Stock Options is 125,000 Shares, and
(d) the maximum number of Shares that may be issued as Restricted Stock
during the term of the Plan is 100,000 Shares. 

 

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

 

        6.
    Options.
    


 

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

 

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


 

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

 







- 4
-












        7.
    Exercise
of Options.     


 

        7.1.
An Option may, subject to the terms of the applicable Agreement evidencing the
Option, be exercised in whole or in part by the delivery to the Company of a
notice of the exercise, in such form as the Committee may prescribe,
accompanied, in the case of an Option, by (a) a full payment for the Shares
with respect to which the Option is exercised or (b) irrevocable
instructions to a broker to deliver promptly to the Company cash equal to the
exercise price of the Option. To the extent provided in the applicable
Agreement, payment may be made by (i) delivery (including constructive
delivery) of Shares (provided that such shares, if acquired pursuant to an
option or other award granted hereunder or under any other compensation plan
maintained by the Company or any Affiliate, have been held by the Participant
for at least six (6) months) valued at Fair Market Value on the Date of
Exercise or (ii) delivery of a promissory note as provided in
Section 7.2 hereof. 

 

        7.2.
To the extent provided in an Agreement and permitted by applicable law, the
Committee may accept as payment of all or a portion of the Exercise Price a
promissory note executed by the Participant evidencing his or her obligation to
make future cash payment thereof. Promissory notes made pursuant to this
Section 7.2 shall (a) be secured by a pledge of the Shares received
upon exercise of the Option, (b) bear interest at a rate fixed by the
Committee, and (c) contain such other terms and conditions as the Committee
may determine in its discretion. 

 

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

 

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

 







- 5
-












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

 

        11.
    Modification,
Substitution of Awards.     


 

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

 

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

 

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

 

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

 

 







- 6
-












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

 

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


 

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

 

        17.
    General
Provisions.     


 

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

 

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

 

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

 

 







- 7
-












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

 

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


 

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

 

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

 







- 8
-