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EXHIBIT 10.23
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July 28, 1998
Jeffrey W. Church
14827 Michele Drive
Gleneig, MD 21737
Dear Jeff:
It is with great pleasure that we extend an offer of employment to you for
the position of Chief Financial Officer. We were all very impressed with your
background and experience and we believe that you would be a valuable
addition to the GenVec team. In this position, you will report to Paul H.
Fischer, President and CEO.
The specific terms of this offer are detailed in the enclosed schedule. As
discussed, your start date is on August 24, 1998. Two copies of the GenVec
Confidentiality, Invention and Non-Compete Agreement that must be signed by
each GenVec employee are enclosed.
If the terms of this offer are acceptable to you, please sign and date both
copies of the enclosed schedule and the GenVec Confidentiality, Invention,
and Non-Compete Agreement, keep one of each for yourself and return the other
to me.
This letter and schedule, along with the GenVec Confidentiality, Invention
and Non-Compete Agreement, set forth the terms of your employment with GenVec
and supersedes any prior representations or agreements, whether written or
oral. This agreement may not be modified or amended except by a written
agreement, signed by an officer of GenVec and by you.
Sincerely,
/s/ Paul H. Fischer, Ph.D.
Paul H. Fischer, Ph.D.
President and CEO
enc.
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GenVec, Inc.
Terms of At-Will Employment
Employee Name: Jeffrey W. Church
Position: Chief Financial Officer
Start Date: August 24, 1998
Business Hours: 8:30 a.m. - 5:30 p.m.
Salary: $175,000 per year, to be paid in semi-monthly installments
Bonus: It is anticipated that a performance bonus of up to 25%
may be applicable at the end of the calendar year and if
performance milestones are achieved.
Equity: A new hire grant of 70,000 stock options to purchase
shares of Common Stock at a strike price equal to the fair
market value as determined by the Board of Directors as of
the date of grant will be recommended for Board
ratification. Such options will be issued under and
subject to the terms and conditions of the Company's
Amended and Restated 1993 Stock Option PLan and will begin
vesting as of the date of hire.
Salary
Continuation: Should employment be terminated for any reason other than
for cause, salary would continue to be paid for a period
of six (6) months from the effective date of such
termination. Payments made thereunder would cease if
permanent employment is found at the same or greater
salary during the 6-month period.
Benefits: Three (3) weeks vacation.
Holidays, as set forth in the company's holiday schedule
as well as one (1) personal day, allocated and defined in
the Employee Handbook.
Health Insurance - Health/dental insurance is provided by
American Medical Security Health Insurance Company. This
is a PPO system. GenVec covers 80% of the premium cost for
each employee.
Disability - Short term and long term disability provided
Life Insurance - GenVec covers the cost of life insurance
to a maximum of $50,000 payout to beneficiaries.
Section 125 Plan - GenVec provides for pre-tax withdrawal
of employee's salary to cover costs for items such as
medical insurance premiums, medical reimbursement and
licensed dependent care.
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Tuition reimbursement - After 90 days of employment and
approval from the employee's manager, GenVec will
reimburse the employee for approved courses in accordance
with terms listed in the Employee Handbook.
401(k) Plan - After six (6) months of employment and at
the open enrollment period, an employee, age 21 years or
greater and who has worked at least 1,000 hours is eligible
to participate in GenVec's 401(k) Plan. Employee
contribution is limited to 15% of base salary or to a
maximum of $10,000 per year, per Federal law.
At-Will
Employment: You should be aware that your employment with GenVec is
for no specified period and constitutes at-will employment.
As a result, you are free to resign at any time, for any
reason or for no reason. Similarly, GenVec is free to
conclude its employment relationship with you at any time,
with or without cause, and with or without notice.
Agreed to and Accepted By:
/s/ Jeffrey C. Church July 29, 1998
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Jeffrey C. Church Date
