INTEVAC, INC. (NASDAQ:IVAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Approval of Change in Control
Agreement

On November11, 2016, the Compensation Committee of the Board of
Directors of Intevac, Inc. (Intevac or the Company) approved a
form of Change in Control Agreement for use with certain officers
of the Company, which may include named executive officers. The
following summary is qualified in its entirety by reference to
the full text of the Change in Control Agreement, which is
attached hereto as Exhibit 10.1 and is incorporated by reference.

Severance Benefits. If a Change of Control (as
such term is defined in the Agreement) of the Company occurs and
the Company terminates the Executives employment for a reason
other than Cause (as such term is defined in the Agreement)
within 12 months thereafter or if the Executive resigns for Good
Reason (as such term is defined in the Agreement) within 12
months thereafter, the Executive will receive as severance from
the Company: (i)an amount equal to twelve months of the
Executives base salary in effect on the date of the Executives
termination, payable at the Companys discretion either in a lump
sum or in regular payments at equal intervals over a period of
time not to exceed twelve (12)months from the date of such
termination, and (ii)all stock options held by the Executive
shall have their vesting accelerated such that they are fully
vested and exercisable as of the date of the Change of Control
Termination. The receipt of severance under the Agreement is
contingent upon the Executive signing and allowing to become
effective a general release of claims in favor of the Company.

Excise Tax. In the event that the severance
payments and other benefits payable to the Executive constitute
parachute payments under Section280G of the U.S. tax code and
would be subject to the applicable excise tax, then the
Executives severance benefits will be either (i)delivered in full
or (ii)delivered to such lesser extent which would result in no
portion of such benefits being subject to the excise tax,
whichever results in the receipt by the Executive on an after-tax
basis of the greatest amount of benefits.

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