Exhibit 10.24


 


SALARY CONTINUATION AGREEMENT


 


THIS AGREEMENT dated as of October 15, 2002
is made by and between GenVec, Inc. (the “Company”), and Bryan T. Butman (the “Executive”).


 


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


 


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


 


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


 


1.          Defined
Terms. Capitalized terms shall have the meaning provided in this Agreement.


 


2.          Term
of Agreement. Subject to section 4.15, this Agreement shall become effective as of the date hereof and shall remain in effect
indefinitely thereafter provided, however, that the Company may terminate this Agreement by giving the Executive at least 12 months
advance written notice of such termination.


 


3.          Severance
Benefits.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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4.          Miscellaneous.


 


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


 


4.2           Non-Compete.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


To the Company:


 


GenVec, Inc.


65 West Watkins Mill Road,


Gaithersburg, MD 20878


Attention: Director of Human Resources


 




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To the Executive:


 


Bryan T. Butman


GenVec, Inc.


65 West Watkins Mill Road,


Gaithersburg, MD 20878


 


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


 


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


 


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


 


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


 


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


 


4.13         No
Right to Continued Employment. Nothing in this Agreement shall be deemed to give the Executive the right to be retained in
the employ of the Company, or to interfere with the right of the Company to discharge the Executive at any time and for any lawful
reason, subject in all cases to the terms of this Agreement.


 


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


 




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


 


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


 


	 	GENVEC, INC.
	 	 
	 	/s/  Paul H. Fischer
	 	 
	 	By:  Paul H. Fischer
	 	 
	 	Title: President and Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/  Bryan T. Butman


 




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