Compensation Committee

Approved October 30, 2007

Purpose

The purpose of the Compensation Committee (the "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. As such, the Committee has oversight responsibility for:

  1. The entirety of the Company's compensation and benefit policies, plans and programs.
  2. The annual report on executive compensation for inclusion in the Company's Proxy statement.
  3. Executive succession planning.

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

Committee Membership and Organization

The Committee will be appointed by and will serve at the discretion of the Board. The Committee shall consist of no fewer than two members. The members of the 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 Committee shall elect a Chairman at any time the membership changes or when circumstances make this appropriate.

Committee Responsibilities and Authority

  1. The Committee shall annually review the performance of the CEO relative to the CEO's established goals and objectives and shall recommend for Board approval the CEO's (a) annual base salary, (b) annual incentive bonus (c) equity compensation, (d) new or changes to employment agreements (if any), severance arrangements, and change in control agreements/provisions, and (e) any other benefits, compensation or arrangements not available to employees generally. In addition, the Committee shall review the CEO's goals and objectives for the coming year with the Board.
  2. The Committee shall annually review the performance of the executive management staff with the CEO and shall approve their (a) annual base salaries, (b) annual incentive bonuses (c) equity compensation, (d) new or changes to employment agreements (if any), severance arrangements, and change in control agreements/provisions, and (e) any other benefits, compensation or arrangements not available to employees generally. In addition, the Committee shall review executive management's goals and objectives for the coming year and shall present the results of this review, together with their compensation adjustments, to the Board.
  3. The Committee shall annually review the compensation of the Chairman and recommend any changes to the Board.
  4. The Committee shall annually evaluate the competitiveness of (i) the compensation of the CEO and the executive officers of the Company.
  5. The Committee shall annually review and approve the Company's overall compensation and benefit policies, plans and programs.
  6. The Committee shall make recommendations to the Board for any changes to incentive compensation plans.
  7. The committee shall annually review and approve the Company's Stock Option plans and grants made there under.
  8. The Committee shall annually review executive succession planning and report thereon to the Board.
  9. The Committee shall annually review the Company's compensation arrangements for directors and shall make recommendations to the Board for any changes thereto.
  10. The Committee shall approve the Compensation Discussion and Analysis and any other compensation matters in the Proxy.
  11. The Committee shall annually review its own performance.
  12. The Committee shall annually review this Charter and recommend any proposed changes to the Board for approval.
  13. The Committee shall make regular reports to the Board.

The 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 executive and director compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal and accounting sources.

Meetings

The Committee will meet at least twice annually to review goals and objectives, compensation plans, compensation adjustments for executive management and strategy.  The Committee will also meet by teleconference and by unanimous written consent as necessary to carry out the duties of its charter.

Minutes

The 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 Director of Human Resources will act as Secretary of the Committee.  On a regular basis the Committee Chairman will review the Compensation Committee Checklist to insure that all necessary duties have been addressed and will submit a completed Compensation Committee Checklist to the Chairman of the Board.