<PAGE>
EXHIBIT 10.21
[Logo]
April 13, 1999
Henrik S. Rasmussen, M.D., Ph.D.
628 Magothy View Drive
Arnold, MD 21012
Dear Dr. Rasmussen:
It is with great pleasure that we extend an offer of employment to you for
the position of Vice President, Clinical Operations & Regulatory Affairs. We
were all very impressed with your background and experience and we believe
that you would be a valuable addition to the GenVec team. You will report to
Paul Fischer, President and CEO.
The specific terms of this offer are detailed in the enclosed schedule. As
discussed, your start date is on May 1, 1999. 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.
<PAGE>
GenVec, Inc.
Terms of At-Will Employment
Employee Name: Henrik S. Rasmussen, M.D., Ph.D.
Position: Vice President, Clinical Operations & Regulatory Affairs
Start Date: May 1, 1999
Salary: $190,000 per year, to be paid in semi-monthly installments
Sign-On Bonus: Upon receipt of signed employment letter and
confidentiality agreement, a sign-on bonus of $20,000 will
be paid to Dr. Rasmussen.
Bonus: Eligible for bonus based on achievement of corporate and
individual objectives. Distribution of bonus is in
accordance with the approved 1999 GenVec Compensation PLan.
Equity: A new hire grant of stock options to purchase 75,000 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. 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 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.
"For cause" shall include: employee's gross negligence in
the performance of his/her duties, intentional
nonperformance or misperformance of such duties
or refusal to abide by or comply with the directives of the
Board of Directors, his/her superior officers, or GenVec's
policies and procedures, which actions continue for a
period of at least 10 days after receipt by employee of
written notice of the need to cure or cease.
Benefits: Four (4) weeks vacation to accrue at a rate of 6.67 hours
per semi-monthly pay period commencing with the hire date.
Holidays, as set forth in the company's holiday schedule as
well as two (2) personal days, allocated and defined in the
Employee Handbook.
<PAGE>
Health Insurance - Health/dental insurance is provided by
American Medial Security Health Insurance Company. This is
a PPO system. GenVec covers 80% of the premium costs 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 of 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.
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 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/ Henrik S. Rasmussen, M.D., Ph.D. April 15, 1999
------------------------------------ ---------------------------
Henrik S. Rasmussen, M.D., Ph.D. Date
