EX-10.5



 Exhibit 10.5 

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 this Stock Option Agreement (the “Agreement”), which includes the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A. 

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
	 	  
	  	
				
		  	 Number of Shares Granted
	 	  
	  	
				
		  	 Exercise Price per Share
	 	$                                      
                                         
  	  	
				
		  	 Total Exercise Price
	 	$                                      
                                         
  	  	
				
		  	Type of Option	 	       Incentive Stock Option	  	
				
		  		 	       Nonstatutory Stock Option	  	
				
		  	 Term/Expiration Date
	 	 	  	

 Vesting Schedule: 

Subject to any acceleration provisions contained in the Plan or set forth below, this Option will be exercisable, in whole or in part, in
accordance with the following schedule: 
 [INSERT VESTING SCHEDULE, e.g.: Twenty-five percent (25%) of the Shares subject to the Option
shall vest on the one (1) year anniversary of the Date of Grant, and thereafter on each 12 month anniversary of such date the optionee shall become fully vested in that number of shares equal to 25% of the shares subject to the Option, such
that on the 4-year anniversary of the Grant Date the optionee shall be fully vested in all the optioned shares, in each case subject to the optionee remaining a Service Provider through the applicable vesting
date. ]  

  
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 Termination Period: 

This Option will be exercisable for [three (3) months] after Participant ceases to be a Service Provider, unless such termination is due
to Participant’s death or Disability, in which case this Option will be exercisable for [twelve (12)] months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised
after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 15(c) of the Plan. 
 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, attached hereto as Exhibit A, 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	  		  	INTEVAC, INC.
			
	  
	  		  	  

	Signature	  		  	By	  	
			
	  
	  		  	  

	Print Name	  		  	Title	  	
				
	Residence Address:	  		  		  	
				
	  
	  		  		  	
				
	  
	  		  		  	


  
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 EXHIBIT A 

TERMS AND CONDITIONS OF STOCK OPTION GRANT 

1.    Grant of Option. The Company hereby grants to the individual named in the Notice of Grant (the
“Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant of Stock Options and Option Agreement (the “Notice of Grant”), at the exercise price per Share set forth in
the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Agreement and the Intevac, Inc. 2012 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference. Subject to Section
20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail. Unless otherwise defined herein, the terms defined in the
Plan will have the same defined meanings in this Stock Option Agreement (the “Agreement” or “Option Agreement”), which includes the Notice of Grant and Terms and Conditions of Stock Option Grant and all exhibits to the Agreement.

 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated
as a Non-Qualified Stock Option or Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to
Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. 

2.    Vesting Schedule and Termination Period. Except as provided in Section 3 and subject to any acceleration
provisions contained in the Plan or set forth in this Agreement, the Option awarded by this Agreement will vest and be exercisable, in whole or in part, in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to
vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs. 
 The Option will be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in which case the Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence,
in no event may the Option be exercised after the date of Expiration as set forth in the Notice of Grant and may be subject to earlier termination as provided in Section 15(c) of the Plan. 

3.    Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or
some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. 

  
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 4.    Exercise of Option. 

(a)    Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may
be exercised during such term only in accordance with the Plan and the terms of this Agreement. 
 (b)    Method of
Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will
state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax
withholding. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 

5.    Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant: 
 (a)    cash; 

(b)    check; 

(c)    consideration received by the Company under a formal cashless exercise program adopted by the Company in connection
with the Plan; or 
 (d)    surrender of other Shares which have a Fair Market Value on the date of surrender equal to
the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company. 

6.    Tax Obligations. 

(a)    Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the
“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected
with respect to this Option and/or the Shares thereunder (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items
legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to
structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items. 

  
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 (b)    Notwithstanding any contrary provision of this Agreement, no
certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of
Tax-Related Items. Prior to exercise of the Option, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment obligations of the
Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other
cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. To the extent determined appropriate by the Company in its discretion, if permissible under applicable local law, it will have the right
(but not the obligation) to satisfy Tax-Related Items by (1) selling or arranging for the sale of Shares that Participant acquires to meet the withholding obligation for
Tax-Related Items having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse
accounting consequences, as the Administrator determines in its sole discretion, and/or (2) reducing the number of Shares otherwise deliverable to Participant. Finally, Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the
means previously described. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if such Tax-Related Items are not delivered at the time of exercise. 

(c)    Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO,
and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise,
Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. 

(d)    Code Section 409A.    Under Code Section 409A, an option that vests after
December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”)
to be less than the Fair Market Value of a Share on the date of grant (a “Discount Option”) may be considered “deferred compensation.” For a Participant who is or becomes subject to U.S. Federal income taxation, a Discount Option
may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result
in additional state income, penalty and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair
Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant,
Participant will be solely responsible for Participant’s costs related to such a determination, if any. 

  
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 7.    Acknowledgements. 

(a)    Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the
Plan (including any applicable appendixes or sub-plans thereunder) 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 Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Participant further
agrees to notify the Company upon any change in the residence address indicated in the Notice of Grant. 
 (b)    The
Company (which may or may not be Participant’s Employer) is granting the Option. The Company will administer the Plan from outside Participant’s country of residence, and United States law will govern all Options granted under the Plan.

 (c)    Participant acknowledges that benefits and rights provided under the Plan are wholly discretionary and,
although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Law, the benefits and rights provided under the Plan are not to be considered part of Participant’s salary or compensation
for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind.
Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 

(i)    the loss or diminution in value of such rights under the Plan, or 

(ii)    Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result
of such termination. 
 (d)    The grant of the Option, and any future grant of Options under the Plan is entirely
voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is
explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. 

(e)    The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part of the
terms and conditions of employment, and the Company will not incur any liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time. 

(f)    Participation in the Plan will not be deemed to constitute, and will not be deemed by Participant to constitute, an
employment or labor relationship of any kind with the Company. 

  
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 (g)    In the event of termination of Participant’s employment (whether
or not in breach of local labor laws), Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by
any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in
breach of local labor laws), Participant’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of Participant’s active employment and will not be extended by any notice period
mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of his or her Option grant. 

8.    Data Privacy. By entering into this Agreement, and as a condition of the grant of the Option, Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the Employer, and Company and its Subsidiaries and
affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 
 Participant
understands that the Company and the Employer, its Parent or any Subsidiary may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding
in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in Participant’s country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s
country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom Participant may elect to deposit any shares of stock acquired upon exercise of the Option. Participant understands that Data will be held only as long as is necessary to implement, administer and
manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect Participant’s
ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative.


  
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 9.    English Language. Participant has received the terms and
conditions of this Agreement and any other related communications, and Participant consents to having received these documents in English. If Participant has received this Agreement or any other document related to the Plan translated into a
language other than English and if the translated version is different than the English version, the English version will control. 

10.    Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have
any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on
such Shares. 
 11.    No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 12.    Address
for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Intevac, Inc., 3560 Bassett Street, Santa Clara CA 95054, or at such other address as the Company may hereafter designate in
writing. 
 13.    Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. 

14.    Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

15.    Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion,
that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the purchase by, or issuance of Shares to, Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, rule
compliance, consent or approval will have been completed, effected or obtained free of any 

  
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conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any
such consent or approval of any such governmental authority or securities exchange. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect
to such Exercised Shares. 
 16.    Plan Governs. This Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set
forth in the Plan. 
 17.    Administrator Authority. The Administrator will have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not
any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member
of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 

18.    Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to
Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

19.    Captions. Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 20.    Agreement Severable. In the event that any provision
in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 

21.    Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the
subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made
only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or
advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option. 


  
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 22.    Amendment, Suspension or Termination of the Plan. By accepting
this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time. 
 23.    Governing Law. This Agreement will be governed by
the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the
jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts,
where this Option is made and/or to be performed. 

  
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 EXHIBIT B 

INTEVAC, INC. 
 2012
EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 

Intevac, Inc. 
 3560 Bassett Street 

Santa Clara CA 95054 
 Attention:
                         

1.    Exercise of Option. Effective as of today,
            ,         , the undersigned (“Purchaser”) hereby elects to purchase
                     shares (the “Shares”) of the Common Stock of Intevac, Inc. (the “Company”) under and pursuant to the 2012
Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated                      (the “Agreement”). The purchase
price for the Shares will be $            , as required by the Agreement. 

2.    Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any
required tax withholding to be paid in connection with the exercise of the Option. 
 3.    Representations of
Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions. 

4.    Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option.
The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in
Section 15 of the Plan. 
 5.    Tax Consultation. Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares
and that Purchaser is not relying on the Company for any tax advice. 

  
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 6.    Entire Agreement; Governing Law. The Plan and Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of the State of California. 
  

									
	 Submitted by:
	  		  	 	 Accepted by:

			
	PURCHASER	  		  	 	INTEVAC, INC.
			
	  
	  		  		  

	Signature	  		  	 	By	 	  	
			
	  
	  		  		  

	Print Name	  		  	 	Its	 	  	
				
	Address:	  		  				  	
				
	  
	  		  				  	
				
	  
	  		  				  	
			
		  		  		  

		  		  	 	 Date Received



  
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