CHANGE IN CONTROL AGREEMENT

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT dated as of September 18, 2006 is made by and between GenVec, Inc. (the "Company"), and Douglas J. Swirsky (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 recognizes that the possibility of a Change in Control (as defined in Section 9.6 hereof) exists, as in the case of any publicly-held corporation, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

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. Definitions of certain capitalized terms used in this Agreement are provided in Section 9 and elsewhere in this Agreement.

2. Term of Agreement. This Agreement shall become effective on the date hereof and shall remain in effect indefinitely thereafter; provided, however, that (a) except as provided in clause (b) of this sentence, either the Company or the Executive may terminate this Agreement by giving the other party at least one (1) year advance written notice of such termination, and (b) if a Change in Control shall have occurred during the term of this Agreement, this Agreement may not be terminated until all obligations of either party hereto have been performed in full and the Coverage Period has expired without the occurrence of a Triggering Event. Notwithstanding the foregoing, this Agreement shall terminate upon the Executive's Disability or death, except as to obligations of the Company hereunder arising from a Change in Control and/or a termination of the Executive's employment that, in either case, occurred prior to his Disability or death.

3. Agreement of the Company. In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in this Section 3 (the "Severance Benefits").

3.1 Severance Payment. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive a lump sum severance payment, in cash, without discount, equal to the sum of (i) the product of (x) 18 months and (y) the Executive's Monthly Base Salary and (ii) the Executive’s Average Bonus divided by 12 and multiplied by 18 months.

3.2 Continued Benefits. For an 18 month period after the Date of Termination (the "Benefits Period"), the Company shall provide the Executive with life insurance and health insurance (together, “Welfare Benefits”) substantially similar in all respects to those which the Executive was receiving immediately prior to the Notice of Termination. During the Benefits Period, the Executive shall be entitled to elect to change his level of coverage and/or his 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 actively employed officers 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 actively employed officer of the Company by reason of making the same changes in his 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 Accrued Compensation and Other Benefits.  To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive his Accrued Compensation and any Other Benefits to which Executive is entitled.

3.4 Bonus.

(a) Termination Year Bonus. The Company shall pay to the Executive a lump sum cash payment equal to: (x) the product of (i) the Executive's highest annual base salary in effect during the one (1) year period preceding the Executive's Date of Termination divided by twelve (12) and (ii) the Executive's Target Percentage (determined as of the Date of Termination), multiplied by (y) the number of months (including fractions thereof) elapsed from the first day of the Termination Year to the Date of Termination.

(b) Preceding Fiscal Year Bonus. To the extent that as of the Date of Termination the Company has not yet determined and paid to the Executive any incentive award to which the Executive is entitled under any Company incentive plan with respect to the fiscal year preceding the Termination Year, the Company shall also pay to the Executive a lump sum cash payment at a minimum equal to the product of (x) the Executive's highest annual base salary in effect during such fiscal year and (y) the Executive's highest Target Percentage in effect during such fiscal year.

In the event that (a) the Executive becomes entitled to the Severance Benefits or any other benefits or payments in connection with a Change in Control or the termination of the Executive's employment, whether pursuant to the terms of this Agreement or otherwise (collectively, but excluding the amount of any Gross-Up Payment under this Section 4, the "Total Benefits"), and (b) any of the Total Benefits will be subject to the Excise Tax, then the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however that if the amount of such reduction would exceed $10,000, no such reduction shall be made and the Company shall instead pay to the Executive an additional amount (the "Gross-Up Payment") equal to the Excise Tax on the Total Benefits plus an amount equal to any federal income taxes and FICA and Medicare withholding taxes payable upon such Gross-Up Payment. For purposes of determining the amount of such Excise Tax, the amount of the Total Benefits that shall be treated as subject to the Excise Tax shall be equal to (i) the Total Benefits, minus (ii) the amount of such Total Benefits that, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), are not excess parachute payments (within the meaning of Section 280G(b)(1) of the Code).

5. Timing of Payments. The payments provided for in Sections 3.1 and 4 shall be made on the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the payment of such remainder) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the repayment of such excess).

6. Reimbursement of Legal Costs. The Company shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive as a result of a bona fide dispute regarding the application of any provision of this Agreement including all such fees and expenses, if any, incurred (a) in disputing any Notice of Termination under Section 7.1 hereof, (b) in seeking to obtain or enforce any right or benefit provided by this Agreement or (c) in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive's respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

7. Termination Procedures.

7.1 Notice of Termination. After a Change in Control, any termination of the Executive's employment (other than by reason of death) must be preceded by a written Notice of Termination from the terminating party to the other party hereto in accordance with Section 8.5 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall (a) specify the date of termination (the "Date of Termination") which shall not be more than sixty (60) days from the date such Notice of Termination is given, (b) indicate the notifying party's opinion regarding the specific provisions of this Agreement that will apply upon such termination and (c) set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of the provisions indicated. Termination of the Executive's employment shall occur on the specified Date of Termination even if there is a dispute between the parties relating to the provisions of this Agreement applicable to such termination.

7.2 Dispute Concerning Applicable Termination Provisions. If within thirty (30) days of receiving the Notice of Termination the party receiving such notice notifies the other party that a dispute exists concerning the provisions of this Agreement that apply to such termination, the dispute shall be resolved either by mutual written agreement of the parties or by expedited commercial arbitration under the rules of the American Arbitration Association. The parties shall pursue the resolution of such dispute with reasonable diligence. Within five (5) days of such a resolution, any party owing any payments pursuant to the provisions of this Agreement shall make all such payments together with interest accrued thereon at the rate provided in Section 1274(b)(2)(B) of the Code.

8. Miscellaneous.

8.1 No Mitigation. The Company agrees that, if the Executive's employment by the Company is terminated in a manner that results in the payment of Severance Benefits hereunder, 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. Further, 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, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

8.2 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, by purchase, merger, consolidation, operation of law, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; in the event of such a succession, references to the "Company" herein shall thereafter be deemed to include such successor. Failure of the Company to obtain such assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate his employment and thereafter to receive Severance Benefits, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

8.3 Incompetency. Any benefit payable to or for the benefit of the Executive, if legally incompetent, or incapable of giving a receipt therefor, shall be deemed paid when paid to the Executive's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company.

8.4 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 would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

8.5 Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement 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: