EXHIBIT 10.5
Option No.: _______
GENVEC, INC.
2011 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
GenVec, Inc., a Delaware
corporation (the "Company"), hereby grants an option to purchase shares of its common stock, par
value $.001 (the "Stock") to the individual named below. The terms and conditions of the option are
set forth in this cover sheet and in the attachment (collectively, the "Agreement") and in the
Company's 2011 Omnibus Incentive Plan (the "Plan").
Grant Date: June 1, 2012
Name of Participant: Paul H.
Fischer, Ph.D.
Participant's Employee
Identification Number: _____-____-_____
Number of Shares of Stock
Covered by Option: 150,000
Option Price per Share of Stock:
U.S. $_____.___ (At least 100% of Fair Market Value)
Vesting Schedule: Subject to the
terms of this Agreement, fifty percent (50%) of the shares of Stock covered by this option shall
vest on the six month anniversary of the Grant Date and the remainder of the shares of Stock
covered by this Option shall vest on the one-year anniversary of the Grant Date.
By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in
this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
| Participant:
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| Company:
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| Title:
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| Attachment
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This is not a stock certificate or a negotiable instrument
GENVEC, INC.
2011 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
| Non-qualified Stock Option
| This option is not intended to be an incentive stock option under Section
422 of the Internal Revenue Code and will be interpreted accordingly.
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| Vesting
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This option is only exercisable
before it expires and then only with respect to the vested portion of the option. Subject to the
preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number
of vested shares, unless the number of shares purchased is the total number available for purchase
under the option, by following the procedures set forth in the Plan and below in this Agreement.
Your right to purchase shares of
Stock under this option vests as set forth in the Vesting Schedule shown on the cover sheet,
provided you then continue in Service. 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 except as set forth below.
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| Term
| Your option will expire in any event at the close of business at Company headquarters on the
day before the tenth anniversary of the Grant Date, as shown on the cover sheet. Your option
will expire earlier (but never later) if your Service terminates, as described below.
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Termination for
Cause
| If your Service is terminated for Cause, then you shall immediately forfeit all rights to your
option and the option shall immediately expire.
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Change in
Control
| Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in
Control, this option will become 100% vested.
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| Notice of Exercise
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When you wish to exercise this
option, you must notify the Company by filing the proper "Notice of Exercise" form at the address
given on the form. Your notice must specify how many shares you wish to purchase. Your notice must
also specify 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.
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.
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| Form of Payment
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When you submit your notice of
exercise, you must include payment of the option price for the shares 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.
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Shares of Stock which have already been owned by you and which are surrendered to the Company. The
value of the shares, determined as of the effective date of the option exercise, 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.
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| Withholding Taxes
| You will not be allowed to exercise this option unless you make acceptable arrangements to pay
any withholding or other taxes that may be due as a result of the option exercise or sale of Stock
acquired under this option. In the event that the Company determines that any federal, state,
local or foreign tax or withholding payment is required relating to the exercise or sale of shares
arising from this grant, the Company shall have the right to require such payments from you, or
withhold such amounts from other payments due to
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