GENVEC, INC. 2015 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT COVER SHEET

Name of Grantee:

Number of Shares of Stock Covered by the Option:

Option Price per share of Stock:

Vesting Start Date:

Vesting Schedule:

Subject to the terms of this Agreement and provided you continue in Service on each applicable vesting date:

·     One-fourth (1/4) of the shares of Stock covered by this Option shall vest on the first (1^st) anniversary of the Vesting Start Date, and

·     Beginning on the first day of each month thereafter, an additional one-forty-eighth (1/48) of the shares of Stock covered by this Option shall vest.

This Option is only exercisable before it expires and then only with respect to the vested portion of the Option.

Your right to purchase shares of Stock under this Option vests as set forth in the Vesting Schedule on the cover sheet, provided you continue in Service on each applicable vesting date. Notwithstanding the foregoing, for purposes of vesting, fractional number of shares of Stock shall be rounded down to the nearest whole number. You cannot vest in more than the number of shares covered by this Option.

No additional shares of Stock will vest after your Service has terminated for any reason.

Change in Control

Notwithstanding the Vesting Schedule on the cover sheet, upon the consummation of a Change in Control, this Option will become one hundred percent (100%) vested (i) if it is not assumed, or equivalent options are not substituted for the Option, by the Company, the Company’s successor, or the surviving entity in the Change in Control, or a parent or subsidiary of the foregoing, or (ii) if assumed or substituted for, upon your termination of Service without Cause or your resignation for Good Reason within the twelve (12)-month period following the consummation of the Change in Control.

“Good Reason” shall have the meaning set forth in an applicable agreement between you and the Company or an Affiliate, and in the absence of any such agreement, means (a) a material reduction by the Company in your annual base salary, (b) the Company’s requirement that you be based at any office or location that is more than thirty-five (35) miles from your 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 you participate immediately prior to a Change in Control that is material to your 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 your 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 your participation relative to other participants, than existed prior to the Change in Control, or (d) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s pension, life insurance, medical, health and accident, disability, or other welfare plans in which you were participating immediately prior to the Change in Control. For purposes of this definition, “Company” shall include the Company, the Company’s successor, or the surviving entity in the Change in Control, or a parent or subsidiary of the foregoing.

If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date three (3) years after the date of death. During that period, your estate or heirs may exercise the vested portion of your Option.

In addition, if you die during the ninety (90)-day period described above in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability, or Cause), and a vested portion of your Option has not yet been exercised, then your Option will instead expire on the date three (3) years after your termination of Service. In such a case, during the period following your death up to the date three (3) years after your termination of Service, your estate or heirs may exercise the vested portion of your Option.

For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. However, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

The Committee determines, in its sole discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan.

The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and below.

When you wish to exercise this Option, you must notify the Company or its designee or agent by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares of Stock you wish to purchase and how your shares of Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company or its designee or agent and when it is accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal, state, local, or foreign tax or withholding payment which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.

If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

When you submit your notice of exercise, you must include payment of the Option Price for the shares of Stock you are purchasing. Payment may be made in one (or a combination) of the following forms:

·          Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.

·          By surrender to the Company of shares of Stock which you already own. The value of the surrendered shares of Stock, determined as of the effective date of the exercise of the Option, will be applied to the Option Price.

·          By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes.

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. Other than by will or the laws of descent and distribution, the Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment, or similar process. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, you will immediately and automatically forfeit your Option.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.

If you should take actions in violation or breach of, or in conflict with, (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any of its Affiliates, (d) confidentiality obligation with respect to the Company or any of its Affiliates, (e) material Company or Affiliate policy or procedure, (f) other material agreement, or (g) other material obligation to the Company or any of its Affiliates, the Company has the right to cause an immediate forfeiture of your rights to this Option, and the Option (both vested and unvested) shall immediately and automatically expire.

In addition, if you have exercised any portion of the Option during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), less the Option Price, and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company, less the Option Price (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).

This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company or Affiliate “clawback” or recoupment policy or to any Applicable Laws that require the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or Applicable Laws.

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under Applicable Laws, and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

In the event of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, the number of shares covered by this Option and the Option Price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. The Committee adjustments will be final, binding, and conclusive on all persons.

Your Option shall be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 16 of the Plan.

The text of the Plan is incorporated in this Agreement by reference.

Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments, or negotiations concerning this Option are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter.

In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as home address and business addresses and other contact information, payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

The grant of the Option under this Agreement is intended to be exempt from, or to the extent subject thereto, to comply with, Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A.

Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you or other person for such tax or penalty.