**Exhibit 10.9****INTEVAC, INC.****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“**Agreement**”) is made as of [*insert date*] by and betweenIntevac, Inc., a Delaware corporation (the “**Company**”), and [*insert name of indemnitee*](“**Indemnitee**”).     WHEREAS, Indemnitee’s service to the Company substantially benefits the Company;     WHEREAS, individuals are reluctant to serve as directors or officers of corporations or incertain other capacities unless they are provided with adequate protection through insurance orindemnification against the risks of claims and actions against them arising out of such service;     WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, theCompany’s governing documents and any insurance as adequate under the present circumstances, andIndemnitee may not be willing to continue to serve in such capacities without additionalprotection;     WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, it isreasonable, prudent and necessary for the Company to contractually obligate itself to indemnify,and to advance expenses on behalf of, Indemnitee as permitted by applicable law; and     WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification providedin the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuantthereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement bedeemed to limit, diminish or abrogate any rights of Indemnitee thereunder.     NOW, THEREFORE, the Company and Indemnitee do hereby agree as follows:     1. Definitions.          (a) A “**Change in Control**” shall be deemed to occur upon the earliest to occur after the dateof this Agreement of any of the following events:               (i)* Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes theBeneficial Owner (as defined below), directly or indirectly, of securities of the Companyrepresenting fifteen percent (15%) or more of the combined voting power of the Company’s thenoutstanding securities;               (ii)* Change in Board Composition.*During any period of two (2) consecutive years (notincluding any period prior to the execution of this Agreement), individuals who at the beginning ofsuch period constitute the Company’s board of directors, and any new directors (other than adirector designated by a person who has entered into an agreement with the Company to effect atransaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board ofdirectors or nomination for election by the Company’s stockholders was approved by a
 

 
vote of at least two-thirds of the directors then still in office who either were directors atthe beginning of the period or whose election or nomination for election was previously soapproved, cease for any reason to constitute at least a majority of the members of the Company’sboard of directors;               (iii)* Corporate Transactions.*The effective date of a merger or consolidation of the Companywith any other entity, other than a merger or consolidation which would result in the votingsecurities of the Company outstanding immediately prior to such merger or consolidation continuingto represent (either by remaining outstanding or by being converted into voting securities of thesurviving entity) more than 50% of the combined voting power of the voting securities of thesurviving entity outstanding immediately after such merger or consolidation and with the power toelect at least a majority of the board of directors or other governing body of such survivingentity;               (iv)* Liquidation.*The approval by the stockholders of the Company of a complete liquidation ofthe Company or an agreement for the sale or disposition by the Company of all or substantially allof the Company’s assets; and               (v)* Other Events.*Any other event of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on anysimilar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended,whether or not the Company is then subject to such reporting requirement.               (vi)* Definitions with Respect to this Section **1(a)**.*     For purposes of this Section 1(a), the following terms shall have the following meanings:                    (1) “**Person**” shall have the meaning as set forth in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended; *provided, however,*that “**Person**” shall exclude (i) the Company,(ii) any trustee or other fiduciary holding securities under an employee benefit plan of theCompany, and (iii) any corporation owned, directly or indirectly, by the stockholders of theCompany in substantially the same proportions as their ownership of stock of the Company.                    (2) “**Beneficial Owner**” shall have the meaning given to such term in Rule 13d-3 under theSecurities Exchange Act of 1934, as amended; *provided, however,*that “**Beneficial Owner**” shallexclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of theCompany approving a merger of the Company with another entity or (ii) the Company’s board ofdirectors approving a sale of stock by the Company to such Person.          (b) “**Corporate Status**” describes the status of a person who is or was a director, trustee,general partner, managing member, officer, employee, agent or fiduciary of the Company or any otherEnterprise.          (c) “**DGCL**” means the General Corporation Law of the State of Delaware.
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          (d) “**Disinterested Director**” means a director of the Company who is not and was not a party tothe Proceeding in respect of which indemnification is sought by Indemnitee.          (e) “**Enterprise**” shall mean the Company and any other corporation, partnership, limitedliability company, joint venture, trust, employee benefit plan or other enterprise of whichIndemnitee is or was serving at the request of the Company as a director, trustee, general partner,managing member, officer, employee, agent or fiduciary.          (f) “**Expenses**” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs,printing and binding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred inconnection with any appeal resulting from any Proceeding, including without limitation the premium,security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond orits equivalent, and (ii) for purposes of Section 12(c), Expenses incurred by Indemnitee inconnection with the interpretation, enforcement or defense of Indemnitee’s rights under thisAgreement or under any directors’ and officers’ liability insurance policies maintained by theCompany. Expenses, however, shall not include amounts paid in settlement by Indemnitee or theamount of judgments or fines against Indemnitee.          (g) “**Independent Counsel**” means a law firm, or a partner or member of a law firm, that isexperienced in matters of corporation law and neither presently is, nor in the past five years hasbeen, retained to represent: (i) the Company or Indemnitee in any matter material to either suchparty (other than with respect to matters concerning Indemnitee under this Agreement, or of otherindemnitees under similar indemnification agreements), or (ii) any other party to the Proceedinggiving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term“**Independent Counsel**” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest in representing either theCompany or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.          (h) “**Proceeding**” means any threatened, pending or completed action, suit, arbitration,mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearingor other proceeding, whether brought in the right of the Company or otherwise and whether of acivil, criminal, administrative or investigative nature, including any appeal therefrom andincluding without limitation any such proceeding pending as of the date of this Agreement, in whichIndemnitee was, is or will be involved as a party, potential party, non-party witness or otherwiseby reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) anyaction taken by Indemnitee or on Indemnitee’s part while acting as a director or officer of theCompany, or (iii) the fact that he or she is or was serving at the request of the Company as adirector, trustee, general partner, managing member, officer, employee, agent or fiduciary of theCompany or any other Enterprise, in each case whether or not serving in such capacity at the timeany liability or Expense is incurred for which indemnification or advancement of expenses can beprovided under this Agreement, except one initiated by Indemnitee to enforce his or her rightsunder this Agreement.
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          (i) Reference to “**other enterprises**” shall include employee benefit plans; references to“**fines**” shall include any excise taxes assessed on a person with respect to any employee benefitplan; references to “**serving at the request of the Company**” shall include any service as adirector, officer, employee or agent of the Company which imposes duties on, or involves servicesby, such director, officer, employee or agent with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in a manner he or shereasonably believed to be in the best interests of the participants and beneficiaries of anemployee benefit plan shall be deemed to have acted in a manner “**not opposed to the best interestsof the Company**” as referred to in this Agreement.     2. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee inaccordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, aparty to or a participant in any Proceeding, other than a Proceeding by or in the right of theCompany to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall beindemnified to the fullest extent permitted by applicable law against all Expenses, judgments,fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his orher behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemniteeacted in good faith and in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Company and, with respect to any criminal action or proceeding, had noreasonable cause to believe that his or her conduct was unlawful.     3. Indemnity in Proceedings by or in the Right of the Company. The Company shallindemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or isthreatened to be made, a party to or a participant in any Proceeding by or in the right of theCompany to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall beindemnified to the fullest extent permitted by applicable law against all Expenses actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding orany claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or shereasonably believed to be in or not opposed to the best interests of the Company. Noindemnification for Expenses shall be made under this Section 3 in respect of any claim, issue ormatter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to beliable to the Company, unless and only to the extent that the Delaware Court of Chancery or anycourt in which the Proceeding was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case, Indemnitee is fairlyand reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery orsuch other court shall deem proper.     4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To theextent that Indemnitee is a party to or a participant in and is successful (on the merits orotherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shallindemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in suchProceeding but is successful, on the merits or otherwise, in defense of one or more but less thanall claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee againstall Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connectionwith (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matterrelated to any such
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successfully resolved claim, issue or matter. For purposes of this Section and withoutlimitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, withor without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.     5. Indemnification for Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, awitness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified tothe fullest extent permitted by applicable law against all Expenses actually and reasonablyincurred by Indemnitee or on Indemnitee’s behalf in connection therewith.     6. Additional Indemnification.          (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnifyIndemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or isthreatened to be made a party to any Proceeding (including, if permissible, a Proceeding by or inthe right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesand amounts paid in settlement actually and reasonably incurred by Indemnitee in connection withthe Proceeding.          (b) For purposes of Section 6(a), the meaning of the phrase “**to the fullest extent permittedby applicable law**” shall include, but not be limited to:               (i) to the fullest extent permitted by the provision of the DGCL that authorizes orcontemplates additional indemnification by agreement, or the corresponding provision of anyamendment to or replacement of the DGCL; and               (ii) to the fullest extent authorized or permitted by any amendments to or replacements of theDGCL adopted after the date of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors.     7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall notbe obligated under this Agreement to make any indemnity in connection with any Proceeding (or anypart of any Proceeding):          (a) for which payment has actually been made to or on behalf of Indemnitee under any insurancepolicy or other indemnity provision, except with respect to any excess beyond the amount paid underany insurance policy or other indemnity provision;          (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning of Section 16(b) of the SecuritiesExchange Act of 1934, as amended, or similar provisions of state statutory law or common law, ifIndemnitee is held liable therefor (including pursuant to any settlement arrangements);          (c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-basedor equity-based compensation or of any profits realized by Indemnitee from the sale of securitiesof the Company, as required in each case under the Securities Exchange Act of 1934, as
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amended (including any such reimbursements that arise from an accounting restatement of theCompany pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “**Sarbanes-Oxley Act**”), orthe payment to the Company of profits arising from the purchase and sale by Indemnitee ofsecurities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liabletherefor (including pursuant to any settlement arrangements);          (d) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)initiated by Indemnitee against the Company or its directors, officers, employees, agents or otherindemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevantpart of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, inits sole discretion, pursuant to the powers vested in the Company under applicable law,(iii) otherwise authorized in Section 12(c) or (iv) otherwise required by applicable law; or          (e) if prohibited by applicable law.     8. Advances of Expenses. The Company shall advance, to the extent not prohibited bylaw, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancementshall be made as soon as reasonably practicable, but in any event no later than twenty (20) days,after the receipt by the Company of a written statement or statements requesting such advances fromtime to time (which shall include invoices received by Indemnitee in connection with such Expensesbut, in the case of invoices in connection with legal services, any references to legal workperformed or to expenditure made that would cause Indemnitee to waive any privilege accorded byapplicable law shall not be included with the invoice). Advances shall be unsecured and interestfree and made without regard to Indemnitee’s ability to repay such Advances. Indemnitee herebyundertakes to repay any advance to the extent that it is ultimately determined that Indemnitee isnot entitled to be indemnified by the Company, which undertaking shall itself be sufficient withoutthe need for further evaluation of any credit aspects of the undertaking or with respect to suchadvancement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity isexcluded pursuant to this Agreement.     9. Procedure for Notification and Defense of Claim.          (a) Indemnitee shall notify the Company in writing of any matter with respect to whichIndemnitee intends to seek indemnification or advancement of Expenses as soon as reasonablypracticable following the receipt by Indemnitee of written notice thereof. The written notificationto the Company shall include a description of the nature of the Proceeding and the facts underlyingthe Proceeding. The failure by Indemnitee to notify the Company hereunder will not relieve theCompany from any liability which it may have to Indemnitee hereunder or otherwise than under thisAgreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee ofany rights under this Agreement, except to the extent that such failure or delay materiallyprejudices the Company.          (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, theCompany has director and officer liability insurance in effect, the Company shall give promptnotice of the commencement of the Proceeding to the insurers in accordance with the procedures setforth in the respective policies. The Company shall thereafter take all necessary or desirableaction to
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cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of suchProceeding in accordance with the terms of such policies.          (c) In the event the Company shall be obligated hereunder to make any indemnity in connectionwith a Proceeding, the Company shall be entitled to assume the defense of such Proceeding withcounsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon thedelivery to Indemnitee of written notice of its election so to do. After delivery of such notice,approval of such counsel by Indemnitee and the retention of such counsel by the Company, theCompany will not be liable to Indemnitee under this Agreement for any fees or expenses of counselsubsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding theCompany’s assumption of the defense of any Proceeding, the Company shall be obligated to pay thefees and expenses of Indemnitee counsel if (i) the employment of counsel by Indemnitee has beenpreviously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there isa conflict of interest between the Company and Indemnitee in the conduct of any such defense suchthat Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicativeand reasonably incurred in connection with Indemnitee’s role in the proceeding despite theCompany’s assumption of the defense, (iv) the Company is not financially or legally able to performits indemnification obligations or (v) the Company shall not have retained, or shall not continueto retain, such counsel to defend such Proceeding. The Company shall have the right to conduct suchdefense as it sees fit in its sole discretion, *provided*that the Company shall not settle anyProceeding without Indemnitee’s prior written consent, which shall not be unreasonably withheld.Regardless of any provision in this Agreement, Indemnitee shall have the right to employIndemnitee’s counsel in any Proceeding at Indemnitee’s personal expense.          (d) Indemnitee shall give the Company such information and cooperation in connection with theProceeding as may be reasonably appropriate.          (e) The Company shall not be liable to indemnify Indemnitee under this Agreement for anysettlement of any Proceeding without the Company’s prior written consent, which shall not beunreasonably withheld.     10. Procedure upon Application for Indemnification.          (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company awritten request, including therein or therewith such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification following the final disposition of such Proceeding. TheCompany shall, as soon as reasonably practicable after receipt of such a request forindemnification, advise the board of directors in writing that Indemnitee has requestedindemnification.          (b) Upon written request by Indemnitee for indemnification, a determination, if required byapplicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case(i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to theCompany’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Changein Control shall not have occurred, (A) by a majority vote of the Disinterested Directors,
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even though less than a quorum of the Company’s board of directors, (B) by a committee ofDisinterested Directors designated by a majority vote of the Disinterested Directors, even thoughless than a quorum of the Company’s board of directors, (C) if there are no such DisinterestedDirectors or, if such Disinterested Directors so direct, by Independent Counsel in a writtenopinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or(D) if so directed by the Company’s board of directors, by the stockholders of the Company. If itis so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall bemade as soon as reasonably practicable, but in any event no later than ten (10) days, after suchdetermination. Indemnitee shall cooperate with the person, persons or entity making suchdetermination with respect to Indemnitee’s entitlement to indemnification, including providing tosuch person, persons or entity upon reasonable advance request any documentation or informationwhich is not privileged or otherwise protected from disclosure and which is reasonably available toIndemnitee and reasonably necessary to such determination. Any costs or expenses (includingattorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with theperson, persons or entity making such determination shall be borne by the Company (irrespective ofthe determination as to Indemnitee’s entitlement to indemnification).          (c) In the event the determination of entitlement to indemnification is to be made byIndependent Counsel pursuant to Section 10(b), the Independent Counsel shall be selected asprovided in this Section 10(c). The Independent Counsel shall be selected by the Company’s boardof directors, except in the case of a Change in Control, and the Company shall give written noticeto Indemnitee advising him or her of the identity of the Independent Counsel so selected. If aChange in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee andIndemnitee shall give written notice to the Company advising it of the identity of the IndependentCounsel so selected (unless Indemnitee shall request that such selection be made by the Company’sboard of directors, in which event the Company shall provide written notice to the Indemnitee ofthe identity of the Independent Counsel). In either event, Indemnitee or the Company, as the casemay be, may, within ten (10) days after such written notice of selection shall have been given,deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;*provided*, *however*, that such objection may be asserted only on the ground that the IndependentCounsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1of this Agreement, and the objection shall set forth with particularity the factual basis of suchassertion. Absent a proper and timely objection, the person so selected shall act as IndependentCounsel. If such written objection is so made and substantiated, the Independent Counsel soselected may not serve as Independent Counsel unless and until such objection is withdrawn or acourt has determined that such objection is without merit. If, within twenty (20) days after thelater of (i) submission by Indemnitee of a written request for indemnification pursuant toSection 10(a) hereof and (ii) the final disposition of the Proceeding, no Independent Counsel shallhave been selected without objection, either the Company or Indemnitee may petition a court ofcompetent jurisdiction for resolution of any objection which shall have been made by the Company orIndemnitee to the other’s selection of Independent Counsel and for the appointment as IndependentCounsel of a person selected by the court or by such other person as the court shall designate, andthe person with respect to whom all objections are so resolved or the person so appointed shall actas Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicialproceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall bedischarged and relieved
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of any further responsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing).          (d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel.          (e) If the Company believes that Indemnitee has not met the standards of conduct which make itpermissible under applicable law for the Company to indemnify Indemnitee for the amounts claimed,the Company may file an action in the Delaware Court of Chancery to obtain a declaratory judgmentthat Indemnitee is not entitled under applicable law to receive indemnification or advancement fromthe Company (a **“Declaratory Action”**). If the Delaware Court of Chancery issues an order orjudgment in a Declaratory Action that Indemnitee is not entitled under applicable law to receiveindemnification or advancement from the Company with respect to a Proceeding or any claim, issue ormatter therein, the Company shall have no further obligation under this Agreement, the Company’scertificate of incorporation or bylaws or other applicable laws, statutes or rules to provideindemnification or advances to Indemnitee with respect to such Proceeding, claim, issue or matter.In a Declaratory Action, the burden of proof shall be on the Company to establish that Indemniteeis not entitled to indemnification or advances.     11. Presumptions and Effect of Certain Proceedings.          (a) In making a determination with respect to entitlement to indemnification hereunder, to thefullest extent permitted by law, Indemnitee shall be presumed to be entitled to indemnificationunder this Agreement if Indemnitee has submitted a request for indemnification in accordance withSection 10(a) of this Agreement, and the Company shall, to the fullest extent not prohibited bylaw, have the burden of proof to overcome that presumption in connection with the making by suchperson, persons or entity of any determination contrary to that presumption. Neither (i) thefailure of the Company, its board of directors, any committee or subgroup of the board ofdirectors, Independent Counsel or stockholders to have made a determination that indemnification isproper in the circumstances because Indemnitee has met the applicable standard of conduct, nor(ii) an actual determination by the Company, its board of directors, any committee or subgroup ofthe board of directors, Independent Counsel or stockholders that Indemnitee has not met suchapplicable standard of conduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.          (b) Subject to Section 12(d), if the person, persons or entity empowered or selected underSection 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shallnot have made a determination within sixty (60) days after receipt by the Company of the requesttherefor in accordance with this Agreement, the requisite determination of entitlement toindemnification shall be deemed to have been made and Indemnitee shall be entitled to suchindemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of amaterial fact necessary to make Indemnitee’s statements not materially misleading, in connectionwith the request for indemnification, or (ii) a prohibition of such indemnification underapplicable law; *provided, however,*that such 60-day period may be extended for a reasonable time,not to exceed an additional thirty (30) days, if the person, persons or entity making thedetermination with respect to entitlement to indemnification in good faith requires such additionaltime for obtaining or
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evaluating documentation or information relating thereto; and *provided, further,*that theforegoing provisions of this Section 11(b) shall not apply (i) if the determination of entitlementto indemnification is to be made by the stockholders pursuant to Section 10(b) of this Agreementand if (A) within fifteen (15) days after receipt by the Company of the request for suchdetermination the Board has resolved to submit such determination to the stockholders for theirconsideration at an annual meeting thereof to be held within seventy-five (75) days after suchreceipt and such determination is made thereat, or (B) a special meeting of stockholders is calledwithin fifteen (15) days after such receipt for the purpose of making such determination, suchmeeting is held for such purpose within sixty (60) days after having been so called and suchdetermination is made thereat, or (ii) if the determination of entitlement to indemnification is tobe made by Independent Counsel pursuant to Section 10(b) of this Agreement.          (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of *nolo contendere*or its equivalent, shall not(except as otherwise expressly provided in this Agreement) of itself create a presumption thatIndemnitee did not act in good faith and in a manner which he or she reasonably believed to be inor not opposed to the best interests of the Company or, with respect to any criminal Proceeding,that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.          (d) For purposes of any determination of good faith, Indemnitee shall be deemed to have actedin good faith to the extent Indemnitee relied in good faith on (i) the records or books of accountof the Enterprise, including financial statements, (ii) information supplied to Indemnitee by theofficers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for theEnterprise or its board of directors or counsel selected by any committee of the board of directorsor (iv) information or records given or reports made to the Enterprise by an independent certifiedpublic accountant, an appraiser, investment banker or other expert selected with reasonable care bythe Company or its board of directors or any committee of the board of directors. The provisions ofthis Section 11(d) shall not be deemed to be exclusive or to limit in any way the othercircumstances in which Indemnitee may be deemed to have met the applicable standard of conduct setforth in this Agreement.          (e) The knowledge and actions, or failure to act, of any other director, officer, agent oremployee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the rightto indemnification under this Agreement.     12. Remedies of Indemnitee.          (a) Subject to Section 12(d), in the event that (i) a determination is made pursuant toSection 10 of this Agreement that Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement,(iii) no determination of entitlement to indemnification shall have been made pursuant toSection 10(b) of this Agreement within ninety (90) days after receipt by the Company of the requestfor indemnification, (iv) payment of indemnification pursuant to this Agreement is not made withinten (10) days after a determination has been made that Indemnitee is entitled to indemnification,or (v) in the event that the Company or any other person takes or threatens to take any action todeclare this Agreement void or unenforceable, or institutes any litigation or other action orproceeding
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designed to deny, or to recover from, Indemnitee the benefits provided or intended to beprovided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of hisor her entitlement to such indemnification or advancement of Expenses. Indemnitee shall commencesuch proceeding seeking an adjudication within 180 days following the date on which Indemniteefirst has the right to commence such proceeding pursuant to this Section 12(a); *provided, however,*that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee toenforce his or her rights under Section 4 of this Agreement. The Company shall not opposeIndemnitee’s right to seek any such adjudication in accordance with this Agreement.          (b) In the event that a determination shall have been made pursuant to Section 10(b) of thisAgreement that Indemnitee is not entitled to indemnification, any judicial proceeding orarbitration commenced pursuant to this Section 12 shall be conducted in all respects as a *de novo*trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of thatadverse determination.          (c) To the fullest extent permitted by law, the Company shall be precluded from asserting inany judicial proceeding or arbitration commenced pursuant to this Section 12 that the proceduresand presumptions of this Agreement are not valid, binding and enforceable and shall stipulate inany such court or before any such arbitrator that the Company is bound by all the provisions ofthis Agreement. It is the intent of the Company that Indemnitee not be required to incur legal feesor other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rightsunder this Agreement by litigation or otherwise because the cost and expense thereof wouldsubstantially detract from the benefits intended to be extended to Indemnitee hereunder. To theextent permitted by law, the Company shall indemnify Indemnitee against any and all Expenses and,if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no laterthan twenty (20) days, after receipt by the Company of a written request therefor) advance suchExpenses to Indemnitee that are incurred by Indemnitee in connection with any action brought byIndemnitee for indemnification or advancement of Expenses from the Company under this Agreement orunder any directors’ and officers’ liability insurance policies maintained by the Company.          (d) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement to indemnification under this Agreement shall be required to be made prior to the finaldisposition of the Proceeding.     13. Contribution. To the fullest extent permissible under applicable law, if theindemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieuof indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether forExpenses, judgments, fines or amounts paid or to be paid in settlement, in connection with anyclaim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fairand reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) therelative benefits received by the Company and Indemnitee as a result of the event(s) andtransaction(s) giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and theCompany (and its other directors, officers, employees and agents) in connection with such event(s)and transaction(s).
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     14. Non-exclusivity. The rights of indemnification and to receive advancement ofExpenses as provided by this Agreement shall not be deemed exclusive of any other rights to whichIndemnitee may at any time be entitled under applicable law, the Company’s certificate ofincorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, orotherwise. No amendment, alteration or repeal of this Agreement shall limit or restrict any rightof Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee inhis or her Corporate Status prior to such amendment, alteration or repeal. To the extent that achange in Delaware law, whether by statute or judicial decision, permits greater indemnification oradvancement of Expenses than would be afforded currently under the Company’s certificate ofincorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemniteeshall enjoy by this Agreement the greater benefits so afforded by such change, subject to therestrictions expressly set forth herein. Except as expressly set forth herein, no right or remedyherein conferred is intended to be exclusive of any other right or remedy, and every other rightand remedy shall be cumulative and in addition to every other right and remedy given hereunder ornow or hereafter existing at law or in equity or otherwise. The assertion or employment of anyright or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employmentof any other right or remedy.     15. No Duplication of Payments. The Company shall not be liable under this Agreementto make any payment of amounts otherwise indemnifiable hereunder (or for which advancement isprovided hereunder) if and to the extent that Indemnitee has otherwise actually received suchpayment under any insurance policy, contract, agreement or otherwise.     16. Insurance. To the extent that the Company maintains an insurance policy orpolicies providing liability insurance for directors, trustees, general partners, managing members,officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shallbe covered by such policy or policies to the same extent as the most favorably-insured personsunder such policy or policies in a comparable position. The Company shall, from time to time, makea good faith determination as to whether or not it is practicable for the Company to obtain andmaintain a policy or policies of insurance with reputable insurance companies providing thedirectors and officers with coverage for losses from wrongful acts, or to ensure the Company’sperformance of its indemnification obligations under this Agreement. Among other considerations,the Company will weigh the costs of obtaining such insurance coverage against the protectionafforded by such coverage. Notwithstanding the foregoing and without limitation, the Company shallhave no obligation to obtain or maintain such insurance if the Company determines in good faiththat such insurance is not reasonably available, if the premium costs for such insurance aredisproportionate to the amount of coverage provided, if the coverage provided by such insurance islimited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered bysimilar insurance maintained by a parent or subsidiary of the Company.     17. Subrogation. In the event of any payment under this Agreement, the Company shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all papers required and take all action necessary to secure such rights, includingexecution of such documents as are necessary to enable the Company to bring suit to enforce suchrights.
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     18. Services to the Company. Indemnitee agrees to serve as a director or officer ofthe Company or, at the request of the Company, as a director, trustee, general partner, member,officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is dulyelected or appointed or until Indemnitee tenders his or her resignation. Indemnitee may at any timeand for any reason resign from such position (subject to any other contractual obligation or anyobligation imposed by operation of law), in which event the Company shall have no obligation underthis Agreement to continue Indemnitee in such position. This Agreement shall not be deemed anemployment contract between the Company (or any of its subsidiaries or any Enterprise) andIndemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any ofits subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time forany reason, with or without cause, except as may be otherwise provided in any written employmentcontract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), anyformal severance policies adopted by the Company’s board of directors or, with respect to serviceas a director or officer of the Company, the Company’s certificate of incorporation or bylaws orthe DGCL.     19. Duration of Agreement. This Agreement shall continue until and terminate upon thelater of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a directoror officer of the Company or as a director, trustee, general partner, managing member, officer,employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one (1) year after thefinal termination of any Proceeding, including any appeal, then pending in respect of whichIndemnitee is granted rights of indemnification or advancement of Expenses hereunder and of anyproceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.     20. Successors. This Agreement shall be binding upon the Company and its successorsand assigns, including any direct or indirect successor by purchase, merger, consolidation orotherwise to all or substantially all of the business or assets of the Company, and shall inure tothe benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shallrequire and cause any successor (whether direct or indirect by purchase, merger, consolidation orotherwise) to all or substantially all of the business or assets of the Company, by writtenagreement in form and substance satisfactory to Indemnitee, expressly to assume and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform if no such succession had taken place.     21. Severability. If any provision or provisions of this Agreement shall be held to beinvalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;(b) such provision or provisions shall be deemed reformed to the extent necessary to conform toapplicable law and to give the maximum effect to the intent of the parties hereto; and (c) to thefullest extent possible, the provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.
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     22. Enforcement. The Company expressly confirms and agrees that it has entered intothis Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee toserve as a director or officer of the Company, and the Company acknowledges that Indemnitee isrelying upon this Agreement in serving as a director or officer of the Company.     23. Entire Agreement. This Agreement constitutes the entire agreement between theparties hereto with respect to the subject matter hereof and supersedes all prior agreements andunderstandings, oral, written and implied, between the parties hereto with respect to the subjectmatter hereof; *provided*, *however*, that this Agreement is a supplement to and in furtherance of theCompany’s certificate of incorporation and bylaws and applicable law, and shall not be deemed asubstitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.     24. Modification and Waiver. No supplement, modification or amendment to thisAgreement shall be binding unless executed in writing by the parties thereto. No waiver of any ofthe provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions of this Agreement nor shall any waiver constitute a continuing waiver.     25. Notices. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed to have been duly given if (a) delivered by handand receipted for by the party to whom said notice or other communication shall have been directed,(b) mailed by certified or registered mail with postage prepaid, on the third business day afterthe date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for bythe party to whom said notice or other communication shall have been directed, or (d) transmittedby way of facsimile or e-mail (with acknowledgement of complete transmission).          (a) If to Indemnitee, at such address as indicated on the signature page of this Agreement, orsuch other address as Indemnitee shall provide to the Company.          (b) If to the Company to:Intevac, Inc.3560 Bassett StreetSanta Clara, CA 95054or to any other address as may have been furnished to Indemnitee by theCompany.     26. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relationsamong the parties shall be governed by, and construed and enforced in accordance with, the laws ofthe State of Delaware, without regard to its conflict of laws rules. Except with respect to anyarbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company andIndemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arisingout of or in connection with this Agreement shall be brought only in the Delaware Court ofChancery, and not in any other state or federal court in the United States of America or any courtin any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court ofChancery for purposes of any action or proceeding arising out of or in connection with this
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Agreement, (iii) appoint, to the extent such party is not otherwise subject to service ofprocess in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agentin the State of Delaware as such party’s agent for acceptance of legal process in connection withany such action or proceeding against such party with the same legal force and validity as ifserved upon such party personally within the State of Delaware, (iv) waive any objection to thelaying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive,and agree not to plead or to make, any claim that any such action or proceeding brought in theDelaware Court of Chancery has been brought in an improper or inconvenient forum.     27. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall for all purposes be deemed to be an original but all of which together shall constituteone and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought needs to be produced to evidence the existence of this Agreement.     28. Captions. The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.(*signature page follows*)
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and yearfirst above written.     **INTEVAC, INC.**  **a Delaware corporation**        (*Signature*)        (*Print name*)        (*Title*)     **[*****INSERT INDEMNITEE NAME*****]**        (*Signature*)        (*Print name*)        (*Street address*)        (*City, State and ZIP*)
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