EXHIBIT 10.10
[INTEVAC LETTERHEAD]
January 24, 2002
Mr. Kevin Fairbairn
106 Kennedy Court
Los Gatos, CA 95032
Dear Kevin
On behalf of Intevac (the "Company"), I am pleased to offer you the position of
President and Chief Executive Officer of the Company. Speaking for myself, as
well as the other members of the Company's Board of Directors, we are all very
impressed with you and your credentials and we look forward to your future
success in this position.
The terms of your new position with the Company are set forth below:
You will become the President and Chief Executive of the Company. As President
and Chief Executive Office, you will have responsibility for the general
management of the Company's business and you will report to the Board of
Directors.
You will be paid a monthly base salary of $20,417, which is equivalent to
$245,000 on an annualized basis. Your salary will be payable pursuant to the
Company's regular payroll policy. You will be eligible for an annual performance
bonus of up to 200% of annual salary predicated upon achieving specific goals
and objectives. At the Company's election the bonus paid above 50% of salary may
be paid in cash or stock. The details of this bonus plan will be worked out
jointly between you and the Board and agreed to annually within sixty (60) days
after approval of the years' annual operating plan. For the year 2002 the
understanding is that a bonus of 50% will be awarded at end of 2002 provided the
company performance is reasonably good with details to be agreed by 4/1/02.
In addition, upon becoming an employee of the Company, I will recommend that the
Board of Directors grant you an option to purchase an aggregate of 250,000
shares Intevac's common stock at an exercise price equal to the fair market
value of the Common Stock on the date of the grant, as determined by the Board
of Directors. These option shares will vest at the rate of 1/5th of the total
number of shares on the first anniversary of your date of employment, and an
additional 1/60th of the total number of shares at the end of each one-month
period thereafter.
In the event of a Change of Control after which Intevac stock would not exist
(such as purchase of the Company for cash) all options in this grant that have
not vested will immediately vest and be exercised.
In the event of a Change of Control after which Intevac stock survives the
employee may elect to retain the unvested options or to accelerate vesting with
conditions like those in the "purchase of the Company for cash" situation.
In the event of a Change of Control after which stock in the acquiring company
is exchanged for Intevac stock and the acquiring company offers to provide an
option in a different stock of equivalent economic value the employee may elect
to accept the new stock options or accelerate vesting with conditions like those
in the "purchase the Company for cash" situation.
"Change of Control" means a merger or acquisition of the Company in a
transaction pursuant to which the shareholders of the Company immediately prior
to such transaction own less than fifty percent (50%) of the surviving entity in
such transaction, or sale of all or substantially all of the assets of the
Company.
In the event of the involuntary termination of your position as President and
Chief Executive Officer for any reason not involving good cause, conditioned
upon your execution of a waiver and release of claims that is acceptable to the
Company, the Company will continue to pay your base salary for twelve (12)
months following such termination.
In the event of change of control where the buyer decides to not continue your
position, the Company will continue to pay you an amount equal to your base
salary for twelve (12) months in one lump sum. In the event the buyer requests
that you continue as CEO or equivalent position a contract will be established
with the buyer requiring them to pay you an amount equal to twice (2 times) your
annual salary after 12 months employment.
You will be eligible to participate in the Company's standard benefits program,
details of which will be sent under separate cover.
This offer of employment is contingent upon (1) your signing the Company's
Employee Proprietary Information Agreement, and (2) your providing proof of your
eligibility to work in the U.S.
Your employment with the Company will be on an "at will" basis, meaning that
either you or the Company may terminate your employment at any time for any
reason or no reason.
Kevin, we are all delighted to be able to extend you this offer and look forward
to working with you.
To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me.
Sincerely,
/s/ NORMAN H. POND
Norman H. Pond
Chairman
Accepted and Agreed:
Signature: /s/ K.P. FAIRBAIRN
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Start Date: 24 Jan 02
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[INTEVAC LETTERHEAD]
January 24, 2002
Kevin Fairbairn
Address
Los Gatos, CA
Dear Kevin,
Congratulations and welcome to Intevac. This is to confirm your acceptance with
an immediate start date. As we discussed, it is important that you become
involved right away with some important decisions. I appreciate you devoting
part of your time to Intevac until February 24, 2002, at which time, you will
become a full-time employee with Intevac.
Thank you again and welcome aboard.
Sincerely,
/s/ NORM POND
NORM POND