EX-10.1




 Exhibit 10.1 
  


			
	



	 	3560 Bassett Street, Santa Clara, CA 95054-2704

  

							
		 	www.intevac.com	  	T 408 986 9888	  	F 408 727 5739

 October 6, 2022 

Mr. Mark Popovich 
 Dear Mark: 

I am pleased to confirm our offer for the position of Vice President of Business Development reporting to Nigel Hunton, Chief Executive Officer and
President. Your starting date will be October 10, 2022, and your base salary will be $350,000 on an annualized basis. In addition, you are eligible to participate in Intevac’s Incentive Program. You will be eligible to receive an annual
target bonus of up to 60% of your then current Base Salary (the “Bonus”). To the extent that you or the Company exceed or fall short of the target performance, the actual bonus payment may be more or less than the target bonus. The
achievement of your bonus will be based on the Company meeting its financial targets for Profitability and accomplishment of your Divisional/Individual MBOs. 

As a material inducement to you joining Intevac CEO Nigel Hunton will make a recommendation to the Board of Directors that you be granted 50,000 RSUs of
Intevac stock, which will vest over three years. 
 Additionally, as a material inducement to you for accepting employment with the Company, and subject to
your continued employment on the grant date, the Company will recommend that you be granted an award of 41,300 Performance RSUs (“PRSU”), with up to a maximum grant of 82,600 PRSUs. The PRSUs will vest upon the achievement of certain
Intevac share price levels, over the performance period starting on the grant date and ending on May 31, 2025, calculated on the average closing price of the Company’s stock over a 30-day period, the
“Company Stock Price Hurdle”). 
 Performance of Target PRSU Awards Eligible to Vest 

Company Stock Price Hurdle 

									
	IVAC Stock Price	  	Shares	 	  	% of Target Vesting	 
	 Below $6.00
	  	 	0	 	  	 	0	% 
	 $6.00
	  	 	8,260	 	  	 	20	% 
	 $7.00
	  	 	12,390	 	  	 	30	% 
	 $8.00
	  	 	20,650	 	  	 	50	% 
	 $9.00
	  	 	20,650	 	  	 	50	% 
	 $10.00
	  	 	20,650	 	  	 	50	% 












 October 6, 2022 

Page 2 
 As a regular Intevac employee you will be eligible to
participate in a benefits package, which includes medical/dental/vision/life/disability insurance, 401(k) plan, stock purchase plan, and educational reimbursement for approved courses. This package also provides for 10 paid holidays’ each year
and accrual of Personal Time-Off (PTO) at a rate of twenty (20) days per year at the inception of your employment. 

Intevac employs its employees on an “at–will” basis, meaning that either you or the Company may terminate the employment relationship at any
time, with or without cause and with or without notice. Should you join us, Intevac will employ you on an at-will basis and apply to you the same policies and procedures applicable to its employees generally.
We may, in our discretion, establish other terms and conditions of your employment, and may modify any terms and conditions of employment at any time. 

This offer of employment does not imply or give cause for any claim to employment tenure, rights, or benefits not stated herein or specifically provided for
in writing hereafter. Either party to this agreement may terminate the agreement at any time for any reason or no reason. This at will nature of employment cannot be altered, except upon written agreement signed by the president of Intevac. 

This offer is contingent on your execution of the Company’s standard Proprietary Information and Inventions Agreement, which is attached. If you accept
this offer, the terms described in this letter and the Proprietary Information and Inventions Agreement shall be the terms of your employment. No other promises, representations or terms have been agreed to by Intevac. 

In order to comply with the Federal Immigration Reform Act, your employment pursuant to this offer is contingent on you providing the legally required proof
of your identity and authorization to work in the United States. 
 We look forward to having you join the Intevac Team on Monday, October 10th. Please sign
the enclosed copy in the space provided, execute the enclosed Proprietary Information Agreement and return to me. 
  

	
	 Sincerely,

	
	 /s/ Nigel Hunton

	 Nigel Hunton

	 President/CEO

	 Intevac Inc.


  

					
	I have read and accept this offer of employment:	 		 	
			
	/s/ Mark Popovich	 		 	October 6, 2022
	Mark Popovich	 		 	Date