INTEVAC, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of Former CEO
On
Appointment of New CEO
On
There are no arrangements or understandings between
On
Board Membership. The Executive will be appointed to serve as a member of the Board of Directors of the Company (the "Board") effective as of, or as soon as reasonably practicable following, the Start Date. Thereafter, at each annual meeting of the Company's stockholders during his employment at which Executive's term as a member of the Board has otherwise expired, the Company will nominate Executive to serve as a member of the Board. His service as a member of the Board will be subject to any required stockholder approval.
Salary. The Employment Agreement sets the Executive's annual base salary at
Bonus. The Employment Agreement provides that the Executive will be eligible to
receive a bonus targeted annually at 100% of the Executive's then-current base
salary, and for 2022 only, a maximum bonus opportunity equal to 200% of the
Executive's then-current base salary for performance at or above top performance
levels. Any bonus may be based on a variety of metrics including the Executive's
performance and the Company's performance and such other factors as the Company
deems appropriate. Any bonus will be paid in the Company's sole discretion,
except that for 2022, the Executive's bonus amount will be no less than
Equity Awards. Pursuant to the terms of the Employment Agreement, and as a material inducement to the Executive accepting employment with the Company, the Company will recommend that the Executive be granted two restricted stock unit ("RSU") awards. The first RSU award will be an award of 166,500 RSUs and will be scheduled to vest in approximately equal annual installments over three (3) years from the Start Date, subject to the Executive's continued service through the applicable vesting date. The second RSU award will be an award of 100,000 RSUs and will be scheduled to vest as to 100% of the RSUs subject to such award on the first anniversary of the Start Date, subject to the Executive's continued service through the applicable vesting date. The RSU awards will be subject to the terms, definitions and provisions of the Company's 2020 Equity Incentive Plan (the "2020 Plan") or an inducement equity incentive plan adopted by the Company (in either event, the "Equity Plan") and an award agreement provided by the Company.
--------------------------------------------------------------------------------
Additionally, pursuant to the terms of the Employment Agreement, and as a material inducement to the Executive accepting employment with the Company, at approximately the same time that the Company grants 2022 annual performance-based equity awards to its other executives, the Company will recommend that the Executive be granted an award of 333,500 performance-based RSUs (at target performance) ("PRSUs"), with the other terms of the PRSUs substantially similar to the terms of the 2022 annual performance-based RSUs to be granted to other executives of the Company. The PRSUs will be subject to the terms, definitions and provisions of the Equity Plan and an award agreement provided by the Company.
Relocation Benefits. The Company will assist the Executive with certain
reasonable and customary relocation expenses, not to exceed
Severance Benefits. If the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in the Employment Agreement) (and not by reason of the Executive's death or Disability (as such term is defined in the Employment Agreement)) or if the Executive resigns from employment with the Company for Good Reason (as such term is defined in the Employment Agreement), the Executive will receive as severance from the Company: (i) continuing payments of the Executive's base salary in effect on the date of the Executive's termination, payable in accordance with the Company's standard payroll procedures for a period of twelve (12) months; (ii) the immediate vesting of each of the Executive's then-outstanding equity awards as to 50% of the unvested number of shares subject to each equity award (or, if such termination occurs within the twelve (12) month period following a Change in Control (as defined in the 2020 Plan) (the "Change in Control Period"), the immediate vesting as of 100% of the Executive's then-outstanding equity awards); (iii) payment or reimbursement for premiums for medical, vision and dental coverage under COBRA for the Executive and his eligible dependents for up to twelve (12) months; (iv) a lump sum payment equal to a prorated portion of the average bonus paid to the Executive over the three most recently completed bonus periods or such lesser period of time that the Executive has been employed (or at target bonus if no bonus period has been completed), or, if the termination occurs within the Change in Control Period, payment of 100% of the Executive's target bonus; and (v) if bonuses have not been paid for the calendar year preceding the year in which the termination occurs, a lump sum payment equal to the bonus that the Executive would have received had he remained employed through the bonus payment date based on actual performance (the payments in (iv) and (v), the "Bonus Payments"). Further, if the Executive's termination is due to death or Disability, then the Executive will receive the Bonus Payments. The receipt of severance under the Employment Agreement is contingent upon the Executive signing and not revoking a release of claims in favor of the Company, and his continued compliance with the terms of his confidentiality agreement entered into with the Company.
Excise Tax. In the event that the severance or change in control-related or
other payments or benefits payable to the Executive constitute "parachute
payments" under Section 280G of the
Adoption of Inducement Plan
On
The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the Company's 2020 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a merger or "change in control" as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception.
In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals' bona fide period of non-employment with the Company), as an inducement material to the individuals' entry into employment with the Company.
The foregoing description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Plan and related form of RSU agreement under the Inducement Plan, which are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Employment Agreement, datedJanuary 19, 2022 , by and between Nigel Hunton andIntevac, Inc. 10.2Intevac, Inc. 2022 Inducement Equity Incentive Plan 10.3 Form of RSU Agreement under theIntevac, Inc. 2022 Inducement Equity Incentive Plan 99.1 Press release datedJanuary 20, 2022 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source
