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Intevac Inc – ‘10-Q’ for 6/29/19 – ‘EX-10.2’

On:  Tuesday, 7/30/19, at 4:07pm ET   ·   For:  6/29/19   ·   Accession #:  1564590-19-26976   ·   File #:  0-26946

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/30/19  Intevac Inc                       10-Q        6/29/19  100:15M                                    ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    829K 
 2: EX-10.2     Material Contract                                   HTML     49K 
 3: EX-10.3     Material Contract                                   HTML     74K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
13: R1          Document and Entity Information                     HTML     70K 
14: R2          Condensed Consolidated Balance Sheets               HTML    120K 
15: R3          Condensed Consolidated Balance Sheets               HTML     38K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Operations     HTML     80K 
17: R5          Condensed Consolidated Statements of Comprehensive  HTML     54K 
                Income (Loss)                                                    
18: R6          Condensed Consolidated Statements of Cash Flows     HTML     97K 
19: R7          Description of Business and Basis of Presentation   HTML     35K 
20: R8          Recent Accounting Pronouncement                     HTML    110K 
21: R9          Revenue                                             HTML    509K 
22: R10         Inventories                                         HTML     49K 
23: R11         Equity-Based Compensation                           HTML    206K 
24: R12         Purchased Intangible Assets                         HTML     61K 
25: R13         Acquisition-Related Contingent Consideration        HTML     69K 
26: R14         Warranty                                            HTML     90K 
27: R15         Guarantees                                          HTML     33K 
28: R16         Leases                                              HTML    119K 
29: R17         Cash, Cash Equivalents and Investments              HTML    368K 
30: R18         Derivative Instruments                              HTML     76K 
31: R19         Equity                                              HTML    468K 
32: R20         Net Loss Per Share                                  HTML     81K 
33: R21         Segment Reporting                                   HTML    165K 
34: R22         Income Taxes                                        HTML     34K 
35: R23         Restructuring Charges                               HTML     44K 
36: R24         Related Party Transaction                           HTML     31K 
37: R25         Contingencies                                       HTML     30K 
38: R26         Recent Accounting Pronouncement (Tables)            HTML    108K 
39: R27         Revenue (Tables)                                    HTML    502K 
40: R28         Inventories (Tables)                                HTML     50K 
41: R29         Equity-Based Compensation (Tables)                  HTML    207K 
42: R30         Purchased Intangible Assets (Tables)                HTML     62K 
43: R31         Acquisition-Related Contingent Consideration        HTML     66K 
                (Tables)                                                         
44: R32         Warranty (Tables)                                   HTML     89K 
45: R33         Leases (Table)                                      HTML    125K 
46: R34         Cash, Cash Equivalents and Investments (Tables)     HTML    375K 
47: R35         Derivative Instruments (Tables)                     HTML     75K 
48: R36         Equity (Tables)                                     HTML    471K 
49: R37         Net Loss Per Share (Tables)                         HTML     80K 
50: R38         Segment Reporting (Tables)                          HTML    165K 
51: R39         Restructuring Charges (Tables)                      HTML     44K 
52: R40         Recent Accounting Pronouncement - Additional        HTML     32K 
                Information (Detail)                                             
53: R41         Recent Accounting Pronouncement - Effect of         HTML     80K 
                Changes in Balance Sheet Due to Adoption of New                  
                Revenue Standard (Detail)                                        
54: R42         Revenue - Disaggregation of Revenue from Contracts  HTML     74K 
                with Customers (Detail)                                          
55: R43         Revenue - Primary Geography Markets (Detail)        HTML     62K 
56: R44         Revenue - Changes in Contract Assets and Contract   HTML     57K 
                Liabilities (Detail)                                             
57: R45         Revenue - Additional Information (Detail)           HTML     57K 
58: R46         Revenue - Additional Information (Detail 1)         HTML     33K 
59: R47         Inventories - Inventories Stated at Lower of        HTML     39K 
                Average Cost or Net Realizable Value (Detail)                    
60: R48         Equity-Based Compensation - Additional Information  HTML     45K 
                (Detail)                                                         
61: R49         Equity-Based Compensation - Effect of Recording     HTML     38K 
                Equity-Based Compensation (Detail)                               
62: R50         Equity-Based Compensation - Option Activity and     HTML     56K 
                Changes (Detail)                                                 
63: R51         Equity-Based Compensation - Weighted-Average Fair   HTML     48K 
                Value of Stock Options and Employee Stock Purchase               
                Rights using Weighted-Average Assumptions (Detail)               
64: R52         Equity-Based Compensation - Weighted-Average Fair   HTML     42K 
                Value of Performance Stock Options Using                         
                Weighted-Average Assumptions (Detail)                            
65: R53         Equity-Based Compensation - Summary of Restricted   HTML     54K 
                Stock Units Activity (Detail)                                    
66: R54         Purchased Intangible Assets - Details of            HTML     41K 
                Finite-lived Intangible Assets by Segment (Detail)               
67: R55         Purchased Intangible Assets - Additional            HTML     31K 
                Information (Detail)                                             
68: R56         Purchased Intangible Assets - Future Amortization   HTML     35K 
                Expense (Detail)                                                 
69: R57         Acquisition-Related Contingent Consideration -      HTML     36K 
                Additional Information (Detail)                                  
70: R58         Acquisition-Related Contingent Consideration -      HTML     36K 
                Reconciliation of Change in Fair Value Measurement               
                of Contingent Consideration Liability (Detail)                   
71: R59         Warranty - Additional Information (Detail)          HTML     30K 
72: R60         Warranty - Activity in Warranty Provision Account   HTML     38K 
                (Detail)                                                         
73: R61         Warranty - Balance Sheet Classification of          HTML     35K 
                Warranty Provision Account (Detail)                              
74: R62         Guarantees - Additional Information (Detail)        HTML     31K 
75: R63         Leases - Schedule of Lease Assets and Lease         HTML     37K 
                Liabilities (Detail)                                             
76: R64         Leases - Lease Costs (Details)                      HTML     35K 
77: R65         Leases - Schedule of Maturity of Operating Lease    HTML     47K 
                Liabilities (Detail)                                             
78: R66         Leases - Schedule of Lease Term and Discount Rate   HTML     32K 
                (Detail)                                                         
79: R67         Leases - Schedule of Supplemental Cash Flow         HTML     30K 
                Information Related to Leases (Detail)                           
80: R68         Cash, Cash Equivalents and Investments - Cash,      HTML     75K 
                Cash Equivalents and Short-Term Investments and                  
                Long-Term Investments (Detail)                                   
81: R69         Cash, Cash Equivalents and Investments -            HTML     45K 
                Contractual Maturities of Available-For-Sale                     
                Securities (Detail)                                              
82: R70         Cash, Cash Equivalents and Investments - Fair       HTML     37K 
                Market Value of Investments with Unrealized Losses               
                Not Deemed to be Other-Than Temporarily Impaired                 
                (Detail)                                                         
83: R71         Cash, Cash Equivalents and Investments - Fair       HTML     56K 
                Value Hierarchy of Available-for-Sale Securities                 
                Measured at Fair Value on Recurring Basis (Detail)               
84: R72         Derivative Instruments - Additional Information     HTML     29K 
                (Detail)                                                         
85: R73         Derivative Instruments - Summary of Outstanding     HTML     38K 
                Derivative Instruments on Gross Basis as Recorded                
                in Consolidated Balance Sheets (Detail)                          
86: R74         Equity - Additional Information (Detail)            HTML     33K 
87: R75         Equity - Schedule of Stock Repurchases (Detail)     HTML     36K 
88: R76         Equity - Schedule of Changes in Stockholders'       HTML     71K 
                Equity (Detail)                                                  
89: R77         Equity - Changes in Accumulated Other               HTML     51K 
                Comprehensive Income by Component (Detail)                       
90: R78         Net Loss Per Share - Computation of Basic and       HTML     50K 
                Diluted Net Income Per Share (Detail)                            
91: R79         Segment Reporting - Additional Information          HTML     31K 
                (Detail)                                                         
92: R80         Segment Reporting - Information for Each            HTML     54K 
                Reportable Segment (Detail)                                      
93: R81         Segment Reporting - Assets for Each Reportable      HTML     56K 
                Segment (Detail)                                                 
94: R82         Income Taxes - Additional Information (Detail)      HTML     44K 
95: R83         Restructuring Charges - Additional Information      HTML     31K 
                (Detail)                                                         
96: R84         Restructuring Charges - Changes in Restructuring    HTML     35K 
                Reserves (Detail)                                                
97: R85         Related Party Transaction - Additional Information  HTML     30K 
                (Detail)                                                         
99: XML         IDEA XML File -- Filing Summary                      XML    186K 
98: EXCEL       IDEA Workbook of Financial Reports                  XLSX     88K 
 7: EX-101.INS  XBRL Instance -- ivac-20190629                       XML   5.47M 
 9: EX-101.CAL  XBRL Calculations -- ivac-20190629_cal               XML    170K 
10: EX-101.DEF  XBRL Definitions -- ivac-20190629_def                XML    496K 
11: EX-101.LAB  XBRL Labels -- ivac-20190629_lab                     XML   1.11M 
12: EX-101.PRE  XBRL Presentations -- ivac-20190629_pre              XML    904K 
 8: EX-101.SCH  XBRL Schema -- ivac-20190629                         XSD    179K 
100: ZIP         XBRL Zipped Folder -- 0001564590-19-026976-xbrl      Zip    198K  


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.2

INTEVAC, INC.

2012 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Intevac, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in the Stock Option Agreement (the “Agreement”), which includes this Notice of Stock Option Grant (the “Notice of Grant”) and the Terms and Conditions of Stock Option Grant. The following documents are linked to this notification and are also available on the Intevac Portal under the Stock Plans page:

Terms and Conditions of Stock Option Grant

2012 Equity Incentive Plan  

2012 Equity Incentive Plan Prospectus  

By accepting this Notice of Grant, Participant is agreeing to the electronic availability of the documents disclosed above.  If Participant needs a hard copy of any of the documents, please contact Janice Smith or myself, and one will be provided to Participant at no charge.

NOTICE OF STOCK OPTION GRANT

 

Participant:

 

 

 

 

 

 

 

 

 

Address:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

 

Grant Number

 

 

 

 

Date of Grant

 

 

 

 

Vesting Commencement Date

 

 

 

 

Number of Shares Granted

 

 

 

 

Exercise Price per Share

 

$

 

Total Exercise Price

 

$

 

Type of Option

 

 

Incentive Stock Option

 

 

X__Nonstatutory Stock Option

Term/Expiration Date

 

 

 

1


 

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan, including Section 15 of the Plan, or set forth below, or contained in the offer letter between Participant and the Company, dated June 11, 2013 (the “Offer Letter”), this Option will be vest and be exercisable, in whole or in part, in accordance with the following schedule, subject to Participant remaining a Service Provider through the applicable vesting date:

 

25% of the Shares subject to the Option shall vest on the first day during the Performance Period (as defined below) upon which the 30-Day Moving Average (as defined below) is 25% or more above the Exercise Price per Share;

 

25% of the Shares subject to the Option shall vest on the first day during the Performance Period upon which the 30-Day Moving Average   is 35% or more above the Exercise Price per Share;

 

25% of the Shares subject to the Option shall vest on the first day during the Performance Period upon which the 30-Day Moving Average is 65% or more above the Exercise Price per Share; and

 

25% of the Shares subject to the Option shall vest on the first day during the Performance Period upon which the 30-Day Moving Average is 75% or more above the Exercise Price per Share.

For purposes of this Agreement, “Performance Period” means the period beginning on the Date of Grant through and including the four (4)-year anniversary of the Date of Grant

For purposes of this Agreement, “trading day” means a trading day on the Nasdaq stock exchange or, if the Shares are not traded on a Nasdaq stock exchange, on the primary U.S. stock exchange on which the Common Stock is then-listed. For purposes of this Agreement, “trading days” means more than one trading day.

For purposes of this Agreement, “30-Day Moving Average” means the average closing sales price for a Share of Common Stock as quoted on the primary U.S. stock exchange (e.g., the Nasdaq Global Select Market) on which the Common Stock is listed (or if not listed on a U.S. stock exchange, the primary established stock exchange or national market system on which the Common Stock is listed) for the thirty (30) consecutive trading days ending with, and inclusive of, the date of determination.

For purposes of clarity, more than one vesting tranche may vest on a given date if more than one of the 30-Day Moving Average performance targets above (each, a “Performance Target” and collectively, the “Performance Targets”) are first met on that same date.  For example, if the 30-Day Moving Average has, for the first time during the Performance Period, equaled or exceeded 25% of the Exercise Price per Share, and on that same date the 30-Day Moving Average has, for the first time during the Performance Period, equaled or exceeded 35% of the Exercise Price per Share, but has not equaled or exceeded 65% of the Exercise Price per Share, then, assuming Participant has remained a Service Provider through such date, Participant will have met two Performance Targets on the same date and will vest in 50% of the total number of Shares subject to the Option.

2


 

If, during the Performance Period, there is any event (such as a stock split, reverse stock split, etc.) that results in an adjustment to the Shares pursuant to Section 15(a) of the Plan, the Exercise Price per Share will automatically be proportionally adjusted accordingly (and any fraction of a cent will be rounded up to the nearest whole cent), and as a result, the Performance Target for any then-unvested Shares subject to the Option will also adjust accordingly. By way of example, if Employee Edward was granted a stock option to purchase 100 Shares at an exercise price of $5.50 per share, and subject to the same Performance Targets as the Option granted to Participant, and during the Performance Period, a stock split occurred such that one Share with a fair market value of $4.00 per Share became two Shares with a fair market value of $2.00 per Share, then Edward’s stock option would adjust to cover 200 Shares for each Share originally covered by his option, and Edward’s stock option would be adjusted to have an Exercise Price per Share of $2.75.  Assume that prior to the stock split, Edward had already vested in 50% of the Shares subject to his option because the 30-Day Moving Average had equaled or exceeded 25% and 35% of the original Exercise Price per Share. In that case, as a result of the stock split, the two remaining Performance Targets for Edward’s option would then relate to a 65% and 75% increase from the adjusted $2.75 Exercise Price per Share.

In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Shares subject to the Option, the Option and Participant’s right to acquire any Shares under the unvested portion of the Option will immediately terminate. Further, any portion of the Option which has not vested during the Performance Period will immediately terminate and be forfeited upon the expiration of the Performance Period.  For purposes of clarification, in the event of a Change in Control that occurs while Participant is an Employee of the Company (or if Participant is an Employee of the Company as of immediately prior to such Change in Control), then effective as of immediately prior to, and contingent upon, such Change in Control, Participant will fully vest in the Shares subject to the Option as provided by the terms of the Offer Letter.

By Participant’s signature and the signature of the representative of Intevac, Inc. (the “Company”) below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Stock Option Grant, all of which are made a part of this document.  Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement.  Participant further agrees to notify the Company upon any change in the residence address indicated below.

Participant should retain a copy of Participant’s Agreement. Participant may obtain a paper copy at any time for no charge by contacting Janice Smith or Kevin Soulsby.

3


 

Please contact me at extension 2837 or stop by my office with any questions.

 

PARTICIPANT

 

 

INTEVAC, INC.

 

 

 

 

 

 

 

 

 

 

Signature

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

Print Name

 

 

Title:

 

 

 

 

 

 

Residence Address:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4


Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/30/19None on these Dates
For Period end:6/29/19
6/11/13
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/23  Intevac Inc.                      10-K       12/31/22  107:11M                                    Donnelley … Solutions/FA
 2/17/22  Intevac Inc.                      10-K        1/01/22  104:10M                                    Donnelley … Solutions/FA
 2/17/21  Intevac Inc.                      10-K        1/02/21  111:10M                                    Donnelley … Solutions/FA
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Filing Submission 0001564590-19-026976   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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