Compensation Committe

Approved February 3, 2005




The purpose of the Compensation Committee of the Board of Directors (the “Board”) of Intevac, Inc. (the “Company”) shall be to discharge the Board's responsibilities relating to compensation of the Company's executive officers and employees. The Committee has overall responsibility for:

  1. Approving executive officer compensation plans.
  2. Recommend board of director compensation for board action.
  3. Approving stock option grants.
  4. Review and approval of an annual report on executive compensation for inclusion in the Company's proxy statement.
  5. Oversight of succession plans on an annual basis.
  6. Oversight of compensation strategy for the Company’s employees with attention to key employees, on an annual basis.


The Company’s HR Director, working in concert with the Company’s CEO and CFO, is responsible for support of the Compensation Committee and the preparation of proposals for review and approval by the Compensation Committee.


Committee Membership and Organization


The members of the Compensation Committee will be appointed by and will serve at the discretion of the Board. The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee shall meet the (i) independence requirements of the listing standards of The Nasdaq National Market, (ii) non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and (iii) outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee shall elect a Chairman at any time the membership changes or when circumstances make this appropriate.


Committee Responsibilities and Authority

  1. The Compensation Committee shall annually review and approve, for the CEO and the executive officers of the Company, (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) the equity compensation, (d) employment agreements (if any and if new or changed from previously reviewed agreements), severance arrangements, and change in control agreements/provisions, and (e) any other benefits, compensation or arrangements. One of the Committee’s objectives shall be to use compensation to align the interests of the executive officers with the long-term interests of the Company’s stockholders, thereby enhancing stockholder value.
  2. Specifically with respect to the CEO, the Compensation Committee shall review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate his or her performance in light thereof to ensure that the current CEO is providing appropriate leadership for the Company, from a short, intermediate and long-term perspective, and consider identified and other factors related to the performance of the Company in determining a recommendation to the Board on the compensation level of the CEO.
  3. The Compensation Committee shall evaluate on a periodic basis the competitiveness of (i) the compensation of the CEO and the executive officers of the Company and (ii) the Company’s overall compensation plans.
  4. The Compensation Committee shall provide oversight of the Company’s overall compensation plans and benefits programs as administered by management and may make recommendations to the Board with respect to such plans. Unless otherwise determined, the Compensation Committee shall be the “Administrator” of the Company’s equity compensation plans.
  5. The Compensation Committee will conduct an annual review of director compensation, both form and amount, and will make a recommendation of director compensation for approval by the Board of Directors.
  6. The Compensation Committee shall produce a report on executive compensation for inclusion in the Company’s annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission and any other applicable rules and regulations.
  7. The Compensation Committee shall conduct an annual review on planning for management succession.
  8. The Compensation Committee shall make regular reports to the Board.
  9. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  10. The Compensation Committee shall annually review its own performance.
  11. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used by the Company to assist in the evaluation of CEO compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other sources.



The Compensation Committee will meet at least once annually to review compensation plans and strategy. The Compensation Committee will also meet for additional meetings by teleconference and by unanimous written consent as are necessary to carry out the duties of its charter.



The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors. The HR Director will act as Secretary of the Compensation Committee. On an annual basis, the Compensation Committee Chairman will review the Compensation Committee Checklist to insure that all necessary Compensation Committee duties have been addressed and submit a completed Compensation Committee Checklist to the Chairman of the Company.