EX-10.12



 Exhibit 10.12 
 SEPARATION AGREEMENT AND RELEASE 
 This Separation Agreement and Release
(“Agreement”) is made by and between Kevin Fairbairn (“Employee”) and Intevac, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). 

RECITALS 

WHEREAS, Employee was employed by the Company; 
 WHEREAS, Employee signed an Employee Proprietary Information Agreement with the Company on February 2, 2002 (the “Confidentiality Agreement”); 

WHEREAS, the Company granted to Employee certain options (each, an “Option” and collectively, the “Options”) that
remained outstanding as of the Separation Date (such outstanding Options are listed on Exhibit A attached hereto) to purchase shares of the Company’s common stock under the Company’s 2004 Equity Incentive Plan or prior equity
incentive plan (collectively, the “Plan”) and subject to those certain stock option agreements evidencing the Options (the “Option Agreements”); 
 WHEREAS, Employee and the Company entered into an offer letter dated January 24, 2002, and most recently amended November 12, 2008 (the “Offer Letter”); 

WHEREAS, Employee separated from employment with the Company effective November 16, 2012 (the “Separation Date”); and

 WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and
demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the
Company; 
 NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as
follows: 
 COVENANTS 
 1. Consideration. The Company agrees to pay Employee a total of Five Hundred Thousand Eleven Dollars and Twenty Cents ($500,011.20), less applicable withholding, which will be paid in a series of
installments in the form of salary continuation for twelve (12) months following the Separation Date, in accordance with the Company’s regular payroll practices. Any installments that otherwise would have been due under this Agreement
prior to the Effective Date will be paid in a lump sum as soon as practicable following the Effective Date, and the remaining payments shall be made in accordance with the terms herein. 

2. Stock. The Parties agree that for purposes of determining the number of shares of the Company’s common stock that Employee
is entitled to purchase from the Company, pursuant to the exercise of outstanding Options, Employee will be considered to have vested only up to the Separation Date. Employee acknowledges that as of the Separation Date, Employee will have vested in
the number of shares set forth in Exhibit A and no more. The exercise of Employee’s vested Options shall continue to be governed by the terms and conditions of the Plan and the Option Agreements. 

  
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 3. Benefits. Employee’s health insurance benefits shall cease on the last day of
November 2012, subject to Employee’s right to continue his health insurance under COBRA. Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of
bonuses, vacation, and paid time off, ceased as of the Separation Date. 
 4. Payment of Salary and Receipt of All
Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances,
relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee. 

5. Employee’s Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all
outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees,
divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby
and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether
presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement,
including, without limitation: 
 a. any and all claims relating to or arising from Employee’s employment relationship with
the Company and the termination of that relationship; 
 b. any and all claims relating to, or arising from, Employee’s
right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud
under any state or federal law; 
 c. any and all claims for wrongful discharge of employment; termination in violation of public
policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional
distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; conversion; and disability benefits; 

  
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 d. any and all claims for violation of any federal, state, or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting
Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the
Sarbanes-Oxley Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; 

e. any and all claims for violation of the federal or any state constitution; 

f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; 

g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of
the proceeds received by Employee as a result of this Agreement; and 
 h. any and all claims for attorneys’ fees and costs.

 Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to
the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release any any rights to indemnification that Employee may enjoy pursuant to any indemnification agreement with the Company,
pursuant to applicable, by-laws, or provided under applicable law, including the California Labor Code. Similarly, this release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right
to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment,
against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such
monetary relief from the Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Paragraph 18, except as required by
applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. 

6. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have
under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA
after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been
advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days 

  
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within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective
until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby
acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing
this Agreement on the Company’s behalf that is received prior to the Effective Date. The parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period. Employee understands and acknowledges that no
severance payments or benefits will be due to him under this Agreement if this Agreement has not become effective and irrevocable no later than sixty (60) days following the Separation Date (the “Release Deadline”) and within the time
frames required under this Agreement. 
 7. Company’s Release of Claims. The Company hereby and forever releases
Employee from, and agrees not to sue Employee concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind arising from any omissions, acts,
facts, or damages that have occurred up until and including the Effective Date of this Agreement. Notwithstanding any release provided for herein, this Agreement shall not serve to release any claims by the Company against Employee for any claims
relating to fraud, embezzlement, or the misappropriation of the Company’s trade secrets. Moreover, this release does not extend to any obligations incurred under this Agreement, and does not release claims that cannot be released as a matter of
law. 
 8. California Civil Code Section 1542. Each Party acknowledge that he/it has been advised to consult with
legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 Each
Party, being aware of said code section, agrees to expressly waive any rights he/it may have thereunder, as well as under any other statute or common law principles of similar effect. 

9. No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on
behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of
the other Releasees. 

  
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 10. Confidentiality. Employee agrees to maintain in complete confidence the existence
of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Employee may disclose Separation
Information only to his immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Employee’s attorney(s), and Employee’s accountant and any professional tax advisor to the extent that they need to know
the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Employee agrees that he will not publicize, directly or
indirectly, any Separation Information. 
 Employee acknowledges and agrees that the confidentiality of the Separation Information is of the
essence. The Parties agree that if the Company proves that Employee breached this Confidentiality provision, the Company shall be entitled to an award of its costs spent enforcing this provision, including all reasonable attorneys’ fees
associated with the enforcement action, without regard to whether the Company can establish actual damages from Employee’s breach, except to the extent that such breach constitutes a legal action by Employee that directly pertains to the ADEA.
Any such individual breach or disclosure shall not excuse Employee from his obligations hereunder, nor permit him to make additional disclosures. Employee warrants that he has not disclosed, orally or in writing, directly or indirectly, any of the
Separation Information to any unauthorized party. 
 11. Trade Secrets and Confidential Information/Company Property.
Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information,
and nonsolicitation of Company employees. 
 Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or
disclose to any person or entity, any Confidential Information of the Company. Employee understands that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, proposals, proposed business dealings, customer lists and customers (including, but not limited to, customers of the Company on whom Employee has called or with whom he became acquainted
during the term of his employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to
Employee by the Company either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become
publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent
to notification by the Company to any new employer about Employee’s obligations under this paragraph. Employee represents that he has not to date misused or disclosed Confidential Information to any unauthorized party. Employee’s signature
below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise
belonging to the Company. 

  
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 12. No Cooperation. Employee agrees that he will not knowingly encourage, counsel, or
assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so
or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such
subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more
than that he cannot provide counsel or assistance. 
 13. Nondisparagement. Employee agrees to refrain from any
disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Employee shall direct any inquiries by potential future
employers to the Company’s human resources department. 
 14. Breach. In addition to the rights provided in the
“Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the
validity of the waiver herein under the ADEA, or of any provision of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain
damages, except as provided by law. 
 15. No Admission of Liability. Employee understands and acknowledges that this
Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be
(a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party. 

16. Nonsolicitation. Employee agrees that for a period of twelve (12) months immediately following the Effective Date of this
Agreement, Employee shall not directly or indirectly solicit any employee or service provider of the Company to leave the Company for any reason. 
 17. Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement. 

18. ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND
ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS
RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR
SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, 

  
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WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE
ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR
SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE
FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE
AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

 19. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the
payments and any other consideration provided to Employee or made on his behalf under the terms of this Agreement. Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and
any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments,
executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee’s failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the
Company by reason of any such claims, including attorneys’ fees and costs. 
 20. Section 409A; Taxes. All
payments under this Agreement shall be reduced to reflect applicable tax or other required withholdings and Employee shall be solely responsible for any and all taxes arising in connection with this Agreement and compensation paid or payment to
Employee under this Agreement, including, but not limited to, any taxes that may be imposed on Employee as a result of Section 409A of the Internal Revenue Code of 1986 and the final regulations and any guidance promulgated thereunder
(“Section 409A”). The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with, or be exempt from, the requirements of Section 409A and any ambiguities or ambiguous terms
herein will be interpreted to so comply and/or be exempt from Section 409A. Each installment and other payment or benefit to be paid or provided under this Agreement is intended to constitute a separate payment for purposes of
Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Employee will work together in good faith to consider either (i) amendments to this Agreement; or 

  
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(ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual
payment to Employee under Section 409A. It is the Company’s expectation that severance payments under this Agreement will be exempt from Section 409A. However, if and to the extent necessary to avoid imposition of additional tax
or income recognition under Section 409A, any severance payments or separation benefits that are considered deferred compensation under Section 409A that are payable within the first six (6) months following Employee’s
termination of employment shall instead be delayed as provided for “Payments” in the Offer Letter. 
 21.
Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents
and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien
or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. 
 22. No
Representations. Employee represents that he has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Employee has not relied upon any representations or
statements made by the Company that are not specifically set forth in this Agreement. 
 23. Severability. In the event
that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in
full force and effect without said provision or portion of provision. 
 24. Attorneys’ Fees. Except with regard to
a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall
be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action. 

25. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning
the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning
the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of the Plan, the Option Agreements and the Confidentiality Agreement, except as modified herein. 

26. No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Company’s Chief
Executive Officer. 
 27. Governing Law. This Agreement shall be governed by the laws of the State of California, without
regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of California. 

  
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 28. Effective Date. Employee understands that this Agreement shall be null and void
if not executed by him within twenty one (21) days. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this
Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”). Notwithstanding the foregoing, no revocation of this Agreement nor failure of this Agreement to
become effective shall have any effect upon the validity or effectiveness of the resignations by Employee referred to in Section 5 of this Agreement, 
 29. Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an
effective, binding agreement on the part of each of the undersigned. 
 30. Voluntary Execution of Agreement. Employee
understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the
other Releasees. Employee acknowledges that: 
  

	 	(a)	he has read this Agreement; 

  

	 	(b)	he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel;


  

	 	(c)	he understands the terms and consequences of this Agreement and of the releases it contains; and 


 

	 	(d)	he is fully aware of the legal and binding effect of this Agreement. 

 IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. 
  

							
		 		 	KEVIN FAIRBAIRN, an individual
				
	Dated: November 30, 2012	 		 		 	/s/ KEVIN FAIRBAIRN
		 		 		 	(Kevin Fairbairn)

  

							
		 		 	INTEVAC, INC.
				
	Dated: November 30, 2012	 		 	By	 	/s/ NORMAN H. POND
		 		 		 	(Norman H. Pond)
		 		 		 	Chairman of the Board and
Chief Executive Officer


  
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 Exhibit A 

 

					
	 Date of Grant
	  	Number of Shares Vested and Exercisable as of the
Separation
Date	 
	 02/19/2004
	  	 	50,000	  
	 02/01/2005
	  	 	50,000	  
	 08/30/2006
	  	 	75,000	  
	 08/30/2007
	  	 	75,000	  
	 08/21/2008
	  	 	75,000	  
	 02/27/2009
	  	 	56,250	  
	 05/20/2010
	  	 	37,500	  
	 05/19/2011
	  	 	18,750	  
	 06/21/2012
	  	 	0	  


  
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