GenVec, Inc. Terms of At-Will Employment

Employee Name :     Douglas J. Swirsky    

Position : CFO, Corporate Secretary and Treasurer

Start Date :   September 18, 2006

Business Hours :     8:30 a.m. - 5:30 p.m.

Salary :     $265,000/annually to be paid in semi-monthly installments

Sign-On Bonus:

$50,000 - payment to be made with first payroll check after start date. Payment subject to employee withholding taxes. If employee voluntarily leaves the Company prior to completion of one-year employment, the Company will have the right to request a full repayment of this bonus.

Salary Continuation Agreement:

Employee will receive 12 month salary continuation if employment is terminated other than for cause, in accordance with the terms of the agreement which is attached and made part of this offer.

Change in Control Agreement:

Employee will receive an 18 month agreement effective upon a Change in Control triggering event, in accordance with the terms of the agreement which is attached and made part of this offer.

Relocation Expenses:

Should employee wish to relocate nearer to the workplace during the first year of employment, GenVec will provide relocation assistance consistent with GenVec’s relocation policy at the time of utilization. If employee voluntarily leaves the Company prior to completion of one-year employment, the Company will have the right to request all or a portion of the assistance provided.

BENEFITS

GenVec offers a comprehensive package of benefits to all regular full-time employees. Listed below are the benefits currently provided to GenVec employees. GenVec reserves the right to change, amend, eliminate or add benefits at any time. The Company pays for the cost of some benefits; the employee and the Company share the cost for other benefits.

Annual Bonus :  

Eligibility and distribution of bonus is based on achievement of corporate and individual objectives in accordance with the approved GenVec Compensation Plan. Bonus is based on a percentage of base salary and targeted to comparable data by level and position of the employee. Data is reviewed annually to determine the competitive target percent.

Equity :  

A new hire grant of 300,000 stock options to purchase shares of Common Stock at a strike price equal to the fair market closing value on the first day of employment. Such options will be issued under and subject to the terms and conditions of the Company’s Stock Option Plan, vesting over a 4-year period.

Employee Stock Purchase Plan:

GenVec provides employees with an opportunity to purchase Common Stock of the Company at a discounted price through accumulated payroll deductions.

GenVec provides insurance to all regular full-time employees and their eligible dependents for major medical, surgical and hospital expenses under a Preferred Provider Network (“PPO”) Plan or Point of Service Open Access (“POS”)Plan through CareFirst Blue Cross/Blue Shield of Maryland. The employee has the option to select whichever plan is most appropriate for their medical needs. Payroll deductions for the employees’ portion of the medical insurance premium are taken on a semi-monthly pre-tax basis through the Flexible Benefits Plan. Coverage for the Plan begins on the first day of employment. If the employee elects the PPO Plan, GenVec pays 70% of the premium coverage for the employee, dependents, and/or significant other. If the employee elects the POS plan, GenVec pays 80% of the premium coverage for the employee, dependents, and/or significant other.

Dental Insurance:

GenVec provides dental insurance to all regular full-time employees and their eligible dependents through the Cigna Insurance PPO   Dental Plan. Preventive care such as cleanings and x-rays, are reimbursed at 100% of the usual and customary charges. Minor and major dental care is subject to a deductible. Coverage for the Plan begins on the first day of employment. Open enrollment is December for each new calendar year. GenVec pays 80% of the premium coverage for the employee, dependents, and/or significant other.

Section 125c of the Internal Revenue Code allows employers to provide a Flexible Benefits Plan to their employees. The Plan allows employees to receive tax-free reimbursements for eligible health care and/or dependent care expenses and allows employees to pay for their medical insurance premiums with pre-tax dollars.