Cto Employment Agreement

EXHIBIT 10.20


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March 7, 1995


Thomas E. Smart 3748 Bret Harte Drive Redwood City, CA 94061


Dear Tom:


It is with great pleasure that I extend an offer of employment to you for the position of Executive Director, Corporate Development at GenVec, Inc. We were all very impressed with your background and experience and have every confidence that you would be an extremely valuable addition to our Management Team.


The specific terms of this offer are detailed in the enclosed schedule. I believe that you will find these terms to be consistent with those discussed during our recent conversations. As you will see, I have listed your start date as "To be determined". We would be anxious for you to join us as soon as possible, but the exact start date can be agreed upon later.


I have also enclosed two (2) copies of the GenVec Confidentiality, Invention, and Non-Compete Agreement that must be signed by each GenVec employee. Please feel free to review this document and call me with any questions.


I know that you are as excited about the opportunities at GenVec as I am. We are all looking forward to working with you and gaining the benefit of your extensive experience. Together, we will certainly be able to build a stronger, more valuable company.


If the terms of this offer are acceptable to you, please sign and date both copies of this letter and the Confidentiality, Invention and Non-Compete Agreement, keep one of each for yourself and return the other to me.


Sincerely,


/s/ Thomas W. D'Alonzo Thomas W. D'Alonzo President & Chief Executive Officer


enclosures


AGREED TO AND ACCEPTED BY:


/s/ Thomas E. Smart 3/9/95 ------------------------------ ----------------------------- Thomas E. Smart Date


GENVEC, INC.


TERMS OF EMPLOYMENT


Employee Name: Thomas E. Smart


Position: Executive Director, Corporate Development
(Vice President title will immediately follow the execution of
an additional corporate collaboration)


Start Date: To be determined


Salary: $110,000 per annum, to be paid in semi-monthly installments


Bonus: $10,000 upon the signing of a corporate collaboration
agreement within 12 months of employment and an additional
$10,000 upon the signing of a second corporate collaboration
agreement within 18 months of employment. Each of these
corporate collaborations is expected to include material up
front payments, annual research support, milestones and
royalties on future product sales.


Equity: Yo ...