Unassociated Document


    Exhibit
10.22

    


    AMENDMENT
NO. 1 TO CHANGE IN CONTROL AGREEMENT

    


    THIS
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT (“Amendment No. 1”) is made,
effective as of December 9, 2008, by and between GenVec, Inc., a Delaware
corporation (the “Company”), and Douglas J. Swirsky (“Executive”).

    


    Recitals:

    


    WHEREAS, Executive and the
Company previously entered into the Change in Control Agreement, effective as of
September 18, 2006 (the “Change in Control Agreement”); and

     

    WHEREAS, Executive and the
Company desire to further amend the Change in Control Agreement to comply with
the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.

     

    Agreement:

     

    NOW, THEREFORE, in
consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, the
Company and Executive, intending to be legally bound, agree as
follows:

     

    1.           A
new Section 3.5 shall be added to the Change in Control Agreement to read as
follows:

    


    “3.5           Section 409A
Compliance.  Amounts payable other than those expressly payable
on a deferred or installment basis, will be paid as promptly as practical and,
in any event, within 21⁄2 months after the end of the year in which such amount
was earned.

    


    Any
amount that the Executive is entitled to be reimbursed will be reimbursed as
promptly as practical and in any event not later than the last day of the
calendar year after the calendar year in which the expenses are incurred, and
the amount of the expenses eligible for reimbursement during any calendar year
will not affect the amount of expenses eligible for reimbursement in any other
calendar year.

    


    If at the
time of separation from service (i) the Executive is a specified employee
(within the meaning of Section 409A and using the identification methodology
selected by the Company from time to time, and (ii) the Company  makes
a good faith determination that an amount payable by the Company to the
Executive constitutes deferred compensation (within the meaning of Section 409A)
the payment of which is required to be delayed pursuant to the six-month delay
rule set forth in Section 409A in order to avoid taxes or penalties under
Section 409A, then the Company will not pay such amount on the otherwise
scheduled payment date but will instead pay it in a lump sum on the first
business day after such six-month period together with interest for the period
of delay, compounded annually, equal to the prime rate (as published in the Wall
Street Journal) in effect as of the dates the payments should otherwise have
been provided.”

    


    
      
        
        

      

      
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    2.           Section
9.13 is hereby deleted in its entirety and replaced with the
following:

     

    “Section
9.13 ‘Good
Reason’ means:

     

    (a)
Without your express written consent, the occurrence of any of the following
events unless, if correctable, such circumstances are fully corrected within 30
days of the notice of termination given in respect thereof which notice must be
given within 90 days of the occurrence:

     

    (i) the
assignment to the Executive of any duties inconsistent in any material respect
with the Executive’s position, authority, duties or responsibilities immediately
prior to a Change in Control or any other action by the Company which results in
a diminution in any material respect in such position, authority, duties or
responsibilities, excluding for this purpose an isolated and inadvertent action
not taken in bad faith that is remedied by the Company promptly after receipt of
notice thereof given by the Executive; or

     

    (ii) a
material reduction by the Company in the Executive’s annual base salary as in
effect on the date hereof or as the same may be increased from time to time;
or

     

    (iii) the
Company’s requiring the Executive to be based at any office or location that is
more than thirty-five (35) miles from the Executive’s office or location
immediately prior to a Change in Control; or

     

    (iv) the
failure by the Company (a) to continue in effect any compensation plan in which
the Executive participates immediately prior to a Change in Control that is
material to the Executive’s total compensation, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or (b) to continue the Executive’s participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, when considered in connection with the Executive’s total
compensation, both in terms of the amount of benefits provided and the level of
the Executive’s participation relative to other participants, than existed
immediately prior to the Change in Control; or

     

    
      
        
        

      

      
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    (v) the
failure by the Company to pay to the Executive any material deferred
compensation when due under any deferred compensation plan or agreement
applicable to the Executive ; or

     

    (vii) a
material breach by the Company of the terms and provisions of this Agreement;
and

     

    (b) To
constitute Good Reason, such termination must occur within two (2) years
following the initial occurrence of such event.

     

    3.           The
provisions of this Amendment No. 1 may be amended and waived only with the prior
written consent of the parties hereto.  This Amendment No. 1 may be
executed and delivered in one or more counterparts, each of which shall be
deemed an original and together shall constitute one and the same
instrument.

     

    4.           Except
as set forth in this Amendment No. 1, the Change in Control Agreement shall
remain unchanged and shall continue in full force and effect.

     

    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment No. 1 on the date
first written above.

    


    


    
      
        	 	GENVEC, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Paul H.
      Fischer	 
	 	 	Name: Paul
      H. Fischer	 
	 	 	Title: President,
      CEO	 
	 	 	 	 


      

    

     

    
      
        	 	EXECUTIVE	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Douglas J. Swirsky	 
	 	 	

                Douglas
      J. Swirsky

              	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
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