Exhibit 10.18
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 Paul H. Fischer (“Executive”).
Recitals
:
WHEREAS, Executive and the Company previously entered
into the Change in Control Agreement, effective as of October 15,
2002 (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 2½ 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 af
