EX-10.4



 Exhibit 10.4 

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS 

Andres Brugal (hereafter referred to as “the Employee”) and Intevac, Inc. (hereafter referred to as “Intevac” or “the
Company”) mutually desire to define their rights and liabilities with respect to one another in connection with the termination of the Employee’s employment with Intevac and/or any of its parent, subsidiary and affiliated entities on
February 16, 2018. Accordingly, the parties agree as follows: 
 1. Severance benefits. In exchange for the
consideration described herein, Intevac hereby agrees to pay to the Employee the gross sum of $147,500, less deductions required by law, within 15 days of the date on which the Employee returns the signed original of this Severance Agreement and
Release of Claims (hereafter referred to as “this Agreement”) to the Company. 
 2. Release of claims by Employee. In
exchange for the consideration described below, the Employee hereby releases and discharges fully Intevac and its parent, subsidiary and affiliated entities, and the current and former shareholders, directors, officers, employees, agents and
representatives of Intevac and its parent, subsidiary and affiliated entities (which entities and persons, together with Intevac, are hereafter referred to collectively as “the Released Parties”), from any and all claims, liabilities,
charges and causes of action of any kind whatsoever which the Employee holds or may hold against them as of the date on which he or she signs this Agreement, including, but not limited to: 

 

	 	(a)	any and all rights and claims relating to or in any manner arising from the Employee’s employment or the termination of his or her employment; 


 

	 	(b)	any and all rights and claims arising under the California Fair Employment and Housing Act (Government Code section 12900 et seq.) and similar laws of any jurisdiction; 


 

	 	(c)	any and all claims arising under the Civil Rights Act of 1964 (42 U.S.C. 2000, et seq.) and similar laws of any jurisdiction; 

  

	 	(d)	any and all claims arising under the Americans with Disabilities Act (29 U.S.C. 706 et seq.) and similar laws of any jurisdiction; 

  

	 	(e)	any and all rights and claims arising the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621 et seq.) and similar laws of any jurisdiction; 


 

	 	(f)	any and all rights and claims arising under the Family and Medical Leave Act (29 U.S.C. section 2601 et seq.), the California Family Rights Act (Government Code section 12945.2) and similar laws of any jurisdiction;


  

	 	(g)	any and all claims for violation of the Fair Labor Standards Act California Labor Code, California Wage Orders, and similar laws of any jurisdiction; and 









	 	(h)	any and all claims for breach of contract, breach of the covenant of good faith and fair dealing, retaliation, discrimination, harassment, invasion of privacy, infliction of emotional distress, defamation and
misrepresentation. 

 This Agreement shall not apply, however, to any rights and claims not subject to waiver by law, including, but not
limited to, claims for unemployment insurance benefits, claims for workers’ compensation benefits and rights to indemnity under applicable law. 

3. Scope of release. The Employee understands and intends that the rights, claims and causes of action released herein include all
legal, contractual, statutory and equitable rights, claims and causes of action and held by him or her against the Released Parties or any of them (except those rights, claims and causes of action not subject to waiver by law), regardless of whether
those rights, claims, or causes of action are presently existing, known or anticipated. 
 4. Due consideration; right to rescind in
part. The Employee represents and agrees that: 
  

	 	(a)	he has had the opportunity to consider this Agreement for at least 21 days before signing it; 

  

	 	(b)	he has had a reasonable opportunity to consult an attorney before signing this Agreement; 

  

	 	(c)	he has read this Agreement in full and understands all of the terms and conditions set forth herein; 

  

	 	(d)	he knowingly and voluntarily agrees to all of the terms and conditions set forth herein and intends to be legally bound by them; 

  

	 	(e)	this Agreement does not preclude him or her from filing claims of discrimination, harassment or retaliation with the Equal Employment Opportunity Commission or similar government agencies, provided that he or she may
not personally recover any financial compensation in connection with such claims; 

  

	 	(f)	this Agreement does not apply to claims arising after the date on which he or she signs it; 

  

	 	(g)	he or she may rescind this Agreement for seven days after signing it; and 

  

	 	(h)	this Agreement will not become effective or enforceable until eight days after he or she has signed it. 


  
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 5. New or different facts; application of release to unknown claims. The Employee
acknowledges that he or she may hereafter discover facts different from or in addition to those now known or believed to be true regarding the subject matter of the Agreement, but: 

 

	 	(a)	agrees that this Agreement shall remain in full force and effect notwithstanding the existence or discovery of any such new or different facts; and 


 

	 	(b)	hereby waives all rights to which he or she may be entitled pursuant to California Civil Code section 1542, which provides: 


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. 
 6. No existing claims;
covenant not to file claims. The Employee represents that he or she has not filed any complaints, claims, grievances or actions against any of the Released Parties with any state, federal or local court or agency and covenants not to file any
complaints, claims, grievances or actions (other than those not subject to waiver by law) against any of the Released Parties herein at any time hereafter based on events occurring on or before the date on which he or she signs this Agreement. 

7. Payment of wages and benefits. The Employee acknowledges and agrees that Intevac paid to him or her by the date on which the
Employee’s employment terminated all wages, including accrued vacation, earned by him or her through that date. 
 8. Non-disparagement. The Employee agrees not to defame, disparage or criticize any of the Released Parties at any time. 

9. Confidentiality of Agreement. The Employee agrees to not to disclose the existence of this Agreement, the terms of the Agreement or
any information relating to this Agreement to anyone other than his or her spouse (if any), his or her attorney(s), his or her tax preparer and any party to whom disclosure is necessary in order to comply with the law. 

10. Non-solicitation of employees and contractors. During the term of the Employee’s
employment with Intevac or any of its parent, subsidiary or affiliated entities (hereafter referred to as “the Intevac Companies”) and at all times thereafter, the Employee shall not use any of the Intevac Companies’ Confidential
Information to solicit any employee or contractor of the Intevac Companies to discontinue working for any of the Intevac Companies or to provide service to any other person or entity in competition with the Intevac Companies without Intevac’s
written consent. As used in this Agreement, the term “Confidential Information” shall mean information that (a) derives economic value from not being known to the general public or others who can obtain economic value from its
disclosure or use and (b) is the subject of reasonable efforts on the part of the Intevac Companies to maintain its secrecy. 
 11. Non-solicitation of customers. During the Employee’s employment with the Intevac Companies and at all times thereafter, the Employee shall not utilize any Confidential Information of the Intevac Companies
to solicit any customer of the Intevac Companies to (a) purchase goods or services from any person or entity whose goods or services could be used as substitutes for those of the Intevac Companies or (b) discontinue purchasing goods and/or
services from the Intevac Companies. 

  
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 12. Preservation of Confidential Information. During and after the Employee’s
employment with the Intevac Companies, the Employee shall not use any of the Intevac Companies’ Confidential Information for any purpose other than to fulfill his or her duties to the Intevac Companies and shall not disclose any such
information to any third party without the express written consent of the Intevac Companies. Notwithstanding any other provision of this Agreement, the Employee may disclose Confidential Information to (a) governmental entities or an attorney
for the sole purpose of reporting or assisting in the investigation of a suspected violation of law, or (b) in a document filed in a lawsuit if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is
intended to conflict with 18 U.S.C. 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. 1833(b). 

13. Return of Company property. The Employee shall return to Intevac on the date on which his or her employment terminates, or at such
other time as the Company may request, all property of the Intevac Companies in the Employee’s possession, custody or control. To the extent that the Employee possesses on computers or other equipment owned by the Employee any property,
documents or data in electronic form belonging to the Company, the Employee will provide the Company with a written description of such property, documents or data and will preserve (and not delete) such property, documents or data until receiving
direction from the Company with respect to the manner in which it should be removed from the Employee’s personal equipment and returned to the Company. Notwithstanding any other provisions in this Agreement, Intevac shall not be required to
provide the Employee with the consideration described in section 1 of this Agreement until the Employee has returned to it all Company property in his or her possession, custody or control. 

14. Successors and assigns. Each party represents that it has not transferred to any person or entity any of the rights released or
transferred through this Agreement. The parties agree that this Agreement shall be binding upon the future successors and assignees of Intevac, if any. The Employee may not delegate or assign any of his or obligations pursuant to this Agreement.

 15. Severability. If a court of competent jurisdiction declares or determines that any provision of this Agreement is invalid,
illegal or unenforceable, the invalid, illegal or unenforceable provision(s) shall be deemed not a part of the Agreement, but the remaining provisions shall continue in full force and effect. If a court declares or determines that any of the release
provisions set forth in section 2 above are invalid, illegal or unenforceable, however, Intevac shall have the option of declaring this Agreement null and void and, in such event, the Employee shall return to Intevac all consideration provided to
the Employee to date pursuant to this Agreement. 
 16. Further Assurances. The Employee agrees to perform such actions, and to
execute such additional documents, if any, as may be necessary or appropriate to effectuate the intent of this Agreement. 
 17. Costs and
fees. Each party shall bear any costs and fees it may incur in connection with this Agreement and neither shall be entitled to recover such costs or fees from the other. 

  
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 18. Remedy for breach. Each party, upon breach of this agreement by the other, shall have
the right to seek all necessary and proper relief, including, but not limited to, specific performance, from a court of competent jurisdiction and the party prevailing in such a suit shall be entitled to recover reasonable costs and attorney fees.

 19. Governing law. The laws of the State of California shall govern the construction and enforcement of this Agreement, except that
the Agreement shall be interpreted as through drafted jointly by the Employee and Intevac. 
 20. Entire agreement; modification. This
Agreement sets forth the entire agreement between the parties and supersedes all prior agreements or understandings, both written and oral, between the parties regarding the subject matter of this Agreement. The parties may modify this Agreement
only through a writing signed by each. 
 21. No reliance on representations by other party or other party’s representatives. The
parties agree and represent that they have not relied and do not rely upon any representation or statement regarding the subject matter or effect of this Agreement made by any other party to this Agreement or any party’s agents, attorneys or
representatives. 
  

			
	Date: February 15,
2018                                        	  	     /s/ Andres Brugal

		  	Andres Brugal
		
	Date: February 15,
2018                                        	  	By: /s/ Kimberly
Burk                                         
                       
		  	Senior Vice President of Global Human Resources


  
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