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EXHIBIT 10.20
[cad 157]Logo[cad 179]
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
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Thomas E. Smart Date
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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: You will be awarded options to purchase 225,000 shares of
common stock at a price of $0.10 per share, as follows:
- 180,000 shares vesting equally over a four year period
- 10,000 shares vesting upon the signing each of the two
significant corporate partnerships described above in the
"Bonus" section.
- 25,000 shares vesting over four years beginning on the date
of your promotion to Vice President.
Should a "change in control", as described in the attached
definition, occur at GenVec during your employment, all
options which are not yet vested will immediately become fully
vested.
Relocation: The Company will reimburse you for moving expenses up to a
maximum of $40,000, which are incurred during the first twelve
(12) months of your employment, including the following:
- Estimated closing fee on your California residence
of $15,000.
- Transfer taxes on your California residence of $5,000.
- One house hunting trip, if necessary.
- Temporary housing costs for up to 30 days, if necessary.
- Transportation of all personal property.
- Other mutually agreed upon misc. relocation expenses.
(It is expected that expenses will not exceed $30,000.) To the
extent that these expenses are not tax deductible, the Company
will gross them up for all federal and state personal income
taxes.
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Salary
Continuation: Should your employment be terminated for any reason other than
for cause, your salary shall continue to be paid for a period
of six (6) months from the effective date of such termination.
Payments made hereunder would cease if you become permanently
employed at the same or greater salary during the nine month
period.
Vacation: Three (3) weeks annual vacation
Holidays: Seven paid holidays plus three paid floating holidays.
Medical
Insurance: The Company will provide health and dental insurance through
its group policy Aetna. The Company splits the cost of this
plan 80/20 with the employee. A family plan currently costs
the employee $112.33 per month through payroll deductions.
Disability
Insurance: The first 90 days of short term disability is covered by the
Company at 80% of pay until after two years of service. After
two years, the first 90 days will be paid at 100% of salary.
After 90 days, long term disability will pay 60% of salary,
with a maximum monthly payment of $5,000.
401(k)
Plan: The Company allows all employees with six months of service and
21 years of age to participate in its 401(k) plan. Employees
may contribute, on a pretax basis, the less of 15% of their
salary or $9,240. The plan is subject to all IRS compliance
regulations.
Other
Benefits: The Company will insure you when traveling on business up to
$250,000. Basic life insurance of $50,000 is also provided.
You will be included in other benefit programs which may be
established by the Company, consistent with your position
within the Company.
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DEFINITION OF "CHANGE IN CONTROL"
A "Change in Control" shall mean the earliest to occur of the following events:
(i) the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a plan or other arrangement
pursuant to which the Company will be dissolved or liquidated; or
(ii) the date the stockholders of the Company (or the Board of Directors,
if stockholder action is not required) and the stockholders of the
other constituent corporation, if applicable, (or its board of
directors, if stockholder action is not required) have approved a
definitive agreement to sell or otherwise dispose of substantially all
of the assets of the Company, other than in a transaction in which
shareholders of the Company will maintain voting control of the
purchasing entity after the transaction; or
(iii) the date the stockholders of the Company (or the Board of Directors,
if stockholder action is not required) and the stockholders of the
other constituent corporation, if applicable, (or its board of
directors, if stockholder action is not required) have approved a
definitive agreement to reorganize, merge or consolidate the Company
with or into such corporation, other than, in either case, a
reorganization, merger, or consolidation of the Company, in a
transaction in which shareholders of the Company will maintain voting
control of the surviving entity after the transaction; or
(iv) The date any entity, person or group, other than the Company or any of
its subsidiaries and other than an entity which is not engaged in the
operation of a trade or business involving research and development or
the sale of goods and services, shall have become the beneficial owner
of, or shall have obtained voting control over more than fifty percent
(50%) of the outstanding shares of the Company's common stock.
