INTEVAC INC, DEF 14A, 1998-03-31

INTEVAC INC
DEF 14A, 1998-03-31
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Intevac, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

LOGO

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of Intevac, Inc. (the "Company") which will be held on May 14,
1998, at 9:00 a.m., at the Company's headquarters, 3550 Bassett Street, Santa
Clara, California 95054.

At the Annual Meeting, you will be asked to consider and vote upon the
following proposals: (i) to elect five (5) directors of the Company; (ii) to
approve an amendment to the Stock Option/Stock Issuance Plan; and (iii) to
ratify the appointment of Ernst & Young LLP as independent public auditors of
the Company for the fiscal year ending December 31, 1998.

The enclosed Proxy Statement more fully describes the details of the
business to be conducted at the Annual Meeting. After careful consideration, the
Company's Board of Directors has unanimously approved the proposals and
recommends that you vote FOR each such proposal.

After reading the Proxy Statement, please mark, date, sign and return the
enclosed proxy card in the accompanying reply envelope by no later than May 13,
1998. If you decide to attend the Annual Meeting and would prefer to vote in
person, please notify the Secretary of the Company that you wish to vote in
person and your proxy will not be voted. YOUR SHARES CANNOT BE VOTED UNLESS YOU
SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.

A copy of the Company's 1997 Annual Report has been mailed concurrently
herewith to all shareholders entitled to notice of and to vote at the Annual
Meeting.

We look forward to seeing you at the Annual Meeting. Please notify Brenda
Boschetto at (408) 496-2877 if you plan to attend.

Sincerely yours,

/S/ NORMAN H. POND

Norman H. Pond
President and Chief Executive Officer
Santa Clara, California
March 31, 1998

IMPORTANT

PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT IF
YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED.
<PAGE> 3

INTEVAC, INC.
3550 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1998
------------------------

TO OUR SHAREHOLDERS:

You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of Intevac, Inc., a California corporation (the "Company"), to
be held on May 14, 1998 at 9:00 a.m., local time, at the Company's headquarters,
3550 Bassett Street, Santa Clara, California 95054, for the following purposes:

1. To elect directors to serve for the ensuing year or until their
respective successors are duly elected and qualified. The nominees are
Norman H. Pond, Edward Durbin, Robert D. Hempstead, David N. Lambeth and H.
Joseph Smead.

2. To approve an amendment to the 1995 Stock Option/Stock Issuance
Plan to increase the number of shares reserved for issuance thereunder by
200,000.

3. To ratify the appointment of Ernst & Young LLP as independent
public auditors of the Company for the fiscal year ending December 31,
1998.

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement that accompanies this Notice.

Only shareholders of record at the close of business on March 17, 1998 are
entitled to notice of and to vote at the Annual Meeting and at any continuation
or adjournment thereof.

All shareholders are cordially invited and encouraged to attend the Annual
Meeting. In any event, to ensure your representation at the meeting, please
carefully read the accompanying Proxy Statement which describes the matters to
be voted on at the Annual Meeting and sign, date and return the enclosed proxy
card in the reply envelope provided. Should you receive more than one proxy
because your shares are registered in different names and addresses, each proxy
should be returned to ensure that all your shares will be voted. If you attend
the Annual Meeting and vote by ballot, your proxy will be revoked automatically
and only your vote at the Annual Meeting will be counted. The prompt return of
your proxy card will assist us in preparing for the Annual Meeting.

We look forward to seeing you at the Annual Meeting. Please notify Brenda
Boschetto at (408) 496-2877 if you plan to attend.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ CHARLES B. EDDY III

CHARLES B. EDDY III
Vice President, Finance and
Administration,
Chief Financial Officer, Treasurer and
Secretary
Santa Clara, California
March 31, 1998

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. IN ANY EVENT, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU
ARE URGED TO VOTE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
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PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS OF

INTEVAC, INC.

TO BE HELD MAY 14, 1998

GENERAL

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Intevac, Inc., a California corporation (the "Company"
or "Intevac"), of proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on May 14, 1998, or at any adjournment or
postponement thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Shareholders of record on March 17, 1998 will be
entitled to vote at the Annual Meeting. The Annual Meeting will be held at 9:00
a.m. at the Company's headquarters, 3550 Bassett Street, Santa Clara, California
95054.

It is anticipated that this Proxy Statement and the enclosed proxy card
will be first mailed to shareholders on or about March 31, 1998.

VOTING RIGHTS

The close of business on March 17, 1998 was the record date for
shareholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. At the record date, the Company had approximately
12,248,525 shares of its Common Stock outstanding and entitled to vote at the
Annual Meeting, held by approximately 2,500 shareholders. Holders of Common
Stock are entitled to one vote for each share of Common Stock so held. A
majority of the shares of Common Stock entitled to vote will constitute a quorum
for the transaction of business at the Annual Meeting.

If any shareholder is unable to attend the Annual Meeting, such shareholder
may vote by proxy. The enclosed proxy is solicited by the Company's Board of
Directors, (the "Board of Directors" or the "Board"), and, when the proxy card
is returned properly completed, it will be voted as directed by the shareholder
on the proxy card. Shareholders are urged to specify their choices on the
enclosed proxy card. If a proxy card is signed and returned without choices
specified, in the absence of contrary instructions, the shares of Common Stock
represented by such proxy will be voted FOR Proposals 1, 2 and 3 and will be
voted in the proxy holders' discretion as to other matters that may properly
come before the Annual Meeting.

The five director nominees receiving the highest number of affirmative
votes will be elected. Votes against a nominee, abstentions and brokers
non-votes will have no effect on the election of directors. Approval of
Proposals 2 and 3 require (i) the affirmative vote of a majority of those shares
present and voting, and (ii) the affirmative vote of the majority of the
required quorum. Thus, abstentions and broker non-votes can have the effect of
preventing approval of a proposal where the number of affirmative votes, though
a majority of the votes cast, does not constitute a majority of the required
quorum. All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes.

REVOCABILITY OF PROXIES

Any person giving a proxy has the power to revoke it at any time before its
exercise. A proxy may be revoked by filing with the Secretary of the Company an
instrument of revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

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SOLICITATION OF PROXIES

The Company will bear the cost of soliciting proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. The Company may reimburse such persons for
their costs of forwarding the solicitation material to such beneficial owners.
The original solicitation of proxies by mail may be supplemented by solicitation
by telephone, telegram, or other means by directors, officers, employees or
agents of the Company. No additional compensation will be paid to these
individuals for any such services. Except as described above, the Company does
not intend to solicit proxies other than by mail.

THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997 HAS BEEN MAILED CONCURRENTLY WITH THE MAILING OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT TO ALL SHAREHOLDERS ENTITLED TO NOTICE OF AND TO
VOTE AT THE ANNUAL MEETING. THE ANNUAL REPORT IS NOT INCORPORATED INTO THIS
PROXY STATEMENT AND IS NOT CONSIDERED PROXY SOLICITING MATERIAL.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

At the Annual Meeting, five directors (constituting the entire board) are
to be elected to serve until the next Annual Meeting of Shareholders and until a
successor for such director is elected and qualified, or until the death,
resignation, or removal of such director. It is intended that the proxies will
be voted for the five nominees named below unless authority to vote for any such
nominee is withheld. All five nominees are currently directors of the Company
and all were elected to the Board by the shareholders at the last annual
meeting. Each person nominated for election has agreed to serve if elected, and
the Board of Directors has no reason to believe that any nominee will be
unavailable or will decline to serve. In the event, however, that any nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any other person who is designated by the current
Board of Directors to fill the vacancy. Unless otherwise instructed, the
proxyholders will vote the proxies received by them for the nominees named
below. The five candidates receiving the highest number of the affirmative votes
of the shares entitled to vote at the Annual Meeting will be elected directors
of the Company. The proxies solicited by this Proxy Statement may not be voted
for more than five nominees.

NOMINEES

Set forth below is information regarding the nominees to the Board of
Directors.

<TABLE>
<CAPTION>
NAME POSITION(S) WITH THE COMPANY AGE
---- ---------------------------- ---
<S> <C> <C>
Norman H. Pond....................... Chairman of the Board, President 59
and Chief Executive Officer
Edward Durbin(1)..................... Director 70
Robert D. Hempstead.................. Chief Operating Officer 54
David N. Lambeth(1)(2)............... Director 50
H. Joseph Smead(2)................... Director 72
</TABLE>

- ---------------
(1) Member of the Audit Committee

(2) Member of the Compensation Committee

BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION AS DIRECTORS

Mr. Pond is a founder of the Company and has served as Chairman of the
Board, President and Chief Executive Officer since October 1990. Before joining
the Company, from 1988 to 1990, Mr. Pond served as President and Chief Operating
Officer of Varian Associates, Inc. ("Varian"), a publicly held manufacturer of
semiconductor, communication, defense and medical products, where he was
responsible for overall manage-

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ment of Varian's operations. From 1984 to 1988, Mr. Pond was President of
Varian's Electron Device and Systems Group and became a Director of Varian in
1986. Prior to joining Varian, Mr. Pond was employed by Teledyne, a diversified
electronics company, from 1963 to 1984, where he served in various positions,
including Group Executive.

Mr. Durbin has served as a Director of the Company since February 1991. Mr.
Durbin is the Vice Chairman of Kaiser Aerospace & Electronics Corporation
("Kaiser"), responsible for marketing and business development since joining
Kaiser in 1975. Mr. Durbin currently serves as a director for all of Kaiser's
subsidiaries.

Dr. Hempstead has served as Chief Operating Officer of the Company since
April 1996. He was appointed a Director of the Company in 1997. Before joining
the Company, Dr. Hempstead served from November 1994 to February 1996 as
Executive Vice President of Censtor Corp., a manufacturer of computer disk drive
heads and disks. Dr. Hempstead was a self-employed consultant from 1989 to
November 1994.

Dr. Lambeth has served as a Director of the Company since May 1996. Dr.
Lambeth has been Professor of electrical and computer engineering and Associate
Director of the Data Storage Systems Center at Carnegie Mellon University since
1989. Since 1988 Dr. Lambeth has been the owner of Lambeth Systems, an
engineering consulting firm. From 1973 to 1988 Dr. Lambeth worked at Eastman
Kodak Company's Research Laboratories, most recently as the head of the Magnetic
Materials Laboratory.

Dr. Smead has served as a Director of the Company since February 1991. Dr.
Smead joined Kaiser in 1974 and served as Kaiser's President from 1974 until
October 1997. Dr. Smead also served as President and Chairman of the Board of
Directors of K Systems, Inc., Kaiser's parent company, from 1977 until October
1997. Dr. Smead currently serves as Chairman of the Board of Directors of Kaiser
and as a director for all of Kaiser's subsidiaries.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held six (6) meetings during fiscal 1997. All
members of the Board of Directors during fiscal 1997 attended more than
seventy-five percent (75%) of the aggregate of the total number of meetings of
the Board of Directors held during the fiscal year and the total number of
meetings held by all committees of the Board on which such director served.
There are no family relationships among executive officers or directors of the
Company. The Board of Directors has an Audit Committee and a Compensation
Committee.

The Audit Committee of the Board of Directors held four (4) meetings during
fiscal 1997. The Audit Committee, which during 1997 was comprised of Mr. Durbin
and Dr. Lambeth, recommends engagement of the Company's independent auditors,
approves services performed by such auditors, and reviews and evaluates the
Company's accounting system and its system of internal controls.

The Compensation Committee of the Board of Directors held two (2) meetings
during fiscal 1997. The Compensation Committee, which during 1997 was comprised
of Dr. Lambeth and Dr. Smead, has overall responsibility for the Company's
compensation policies and determines the compensation payable to the Company's
executive officers, including their participation in certain of the Company's
employee benefit and stock plans.

DIRECTOR COMPENSATION

Directors of the Company do not receive compensation for services provided
as a director. The Company also does not pay compensation for committee
participation or special assignments of the Board of Directors. However, the
directors are eligible to receive periodic option grants under the Discretionary
Option Grant and Automatic Option Grant Programs in effect under the Company's
1995 Stock Option/Stock Issuance Plan (the "1995 Plan"). Under the Discretionary
Option Grant Program, all directors are eligible to receive option grants, when
and as determined by the Board of Directors.

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Under the Automatic Option Grant Program, each individual who was serving
as a non-employee Board member on the November 20, 1995 effective date of the
1995 Plan received an option grant for 10,000 shares of Common Stock with an
exercise price of $6.00 per share, the price per share at which the Common Stock
was sold in the initial public offering on that date. Each individual who first
becomes a non-employee Board member at any time after November 20, 1995 will
receive a similar 10,000-share option grant on the date such individual joins
the Board, provided such individual has not been in the prior employ of the
Company. In addition, on the date of each Annual Shareholders Meeting, each
individual who is to continue to serve as a non-employee Board member, whether
or not that individual has been in the prior employ of the Company, will receive
an option grant to purchase 2,500 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six months. No
non-employee Board members received any option grants under the Discretionary
Option Grant Program during the 1997 fiscal year.

Each such option has an exercise price per share equal to the fair market
value per share of Common Stock on the grant date and a maximum term of 10
years, subject to earlier termination following the optionee's cessation of
Board service. Each such option is immediately exercisable for any or all of the
option shares; however, any shares purchased under the option are subject to
repurchase by the Company, at the option exercise price paid per share, should
the optionee cease service as a Board member prior to vesting in those shares.
The shares subject to each initial 10,000-share grant vest in four successive
equal annual installments over the optionee's period of Board service, with the
first installment vesting upon the optionee's completion of one year of Board
service measured from the grant date. All shares subject to each 2,500-share
grant vest upon the optionee's completion of one year of Board service measured
from the grant date. However, the shares subject to all options immediately vest
upon (i) certain changes in the ownership or control of the Company or (ii) the
death or disability of the optionee while serving as a Board member.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ELECTION OF
ALL OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

PROPOSAL NO. 2:

APPROVAL OF AMENDMENT TO THE STOCK OPTION/STOCK ISSUANCE PLAN

The Company's 1995 Stock Option/Stock Issuance Plan (the "1995 Plan")
provides for (i) the granting of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
employees of the Company and (ii) the granting of non-statutory stock options
and stock purchase rights ("SPRs") to employees, non-employee members of the
Board of Directors and consultants of the Company. The 1995 Plan also provides
the Administrator with the authority to grant stock appreciation rights. The
1995 Plan was approved by the Board of Directors in September 1995 and approved
by the stockholders in September 1995. Unless terminated sooner, the 1995 Plan
will terminate automatically on September 30, 2005. On December 31, 1997 the
price of the Company's common stock was $9.75 per share.

In 1993, Section 162(m) was added to the Code. Section 162(m) may limit the
Company's ability to deduct for United States federal income tax purposes
compensation in excess of $1,000,000 paid to the Company's Chief Executive
Officer and its four other highest paid executive officers in any one fiscal
year. Grants under the 1995 Plan will not be subject to the deduction limitation
if the shareholders approve the 1995 Plan, including the option grant
limitations described below.

In March 1998, the Board of Directors increased the shares reserved for
issuance under the 1995 Plan by 200,000 shares, bringing the total shares
currently reserved for issuance under the 1995 Plan to 2,083,667. This proposal
seeks shareholder approval of (i) the increase in shares reserved and (ii) the
material terms of the 1995 Plan, including, but not limited to the share
limitations for purposes of Section 162(m).

The Company believes that stock options play a key role in the Company's
ability to recruit, reward and retain executives and key employees. Companies
like Intevac have historically used stock options as an important part of
recruitment and retention packages. The Company competes directly with these
companies

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for experienced executives and sales personnel and believes that it must be able
to offer comparable packages to attract the caliber of individual necessary to
the Company's business.

ADMINISTRATION

The 1995 Plan is administered by the Board or a committee appointed by the
Board. Such committee may consist of (i) two or more "non-employee" directors in
order to grant options and stock purchase rights to officers and directors in
compliance with Rule 16b-3 promulgated under the Exchange Act or (ii) two or
more directors in order to grant options intended to qualify as
"performance-based compensation" under the tax laws. The administrators of the
1995 Plan are referred to herein as the "Administrator."

ELIGIBILITY; LIMITS ON GRANTS

The 1995 Plan provides that options and stock purchase rights may be
granted to employees, including officers, directors and consultants to the
Company, its parent or subsidiaries. Incentive stock options may be granted only
to employees, including employee directors and officers. The Administrator
approves the participants, the time or times at which options and stock purchase
rights are granted and the number of shares subject to each. The 1995 Plan is
administered so as to satisfy certain requirements under the federal securities
laws, including under the Exchange Act, and under the Code.

The 1995 Plan limits the discretion allowed to the Administrator in
granting options. This limitation is intended to preserve the Company's ability
to deduct for federal income tax purposes the compensation expense relating to
options granted to certain executive officers under the 1995 Plan. Without this
limitation in the 1995 Plan, the Company's ability to deduct such compensation
expense might be reduced. The limitation provides that under the 1995 Plan no
employee may be granted in any one fiscal year options to receive more than
200,000 shares of Common Stock (except in connection with the commencement of
employment, in which case options to purchase up to an additional 150,000 shares
may be granted). (See the discussion below under "Tax Information" for a summary
of the more general rules governing the availability to the Company of tax
deductions in connection with stock options granted under the 1995 Plan.)

As of February 21, 1998, there were approximately 366 employees and
consultants eligible to participate in the 1995 Plan, and 164 optionees,
including consultants, held outstanding options under the 1995 Plan.

TERMS OF OPTIONS

The terms of options and stock purchase rights granted under the 1995 Plan
are determined by the Administrator. Each option or stock purchase right is
evidenced by a written agreement between the Company and the optionee to whom
such option or stock purchase right is granted and is generally subject to the
following terms and conditions:

(a) EXERCISE OF THE OPTION: The Administrator determines when options
may be exercisable. Shares subject to an option generally vest and are
exercisable over five years at the rate of 20% of the shares on each
anniversary of the Vesting Commencement Date (as defined in the 1995 Plan).
The Administrator may accelerate the vesting of any outstanding option. The
purchase price of the shares to be purchased upon exercise of any option
may be paid, at the discretion of the Administrator, in cash or check or,
if specified in the optionee's option agreement, by promissory note,
cashless exercise, by other shares of Common Stock (with some restrictions)
or other legally permitted consideration.

(b) EXERCISE PRICE: The exercise price of options and SPRs under the
1995 Plan is determined by the Administrator, provided that, (i) in the
case of an incentive stock option, the exercise price may not be less than
100% of the fair market value of the Common Stock on the date the option is
granted, (ii) in the case of a non-statutory option or stock purchase
right, the exercise price cannot be less than 85% of such fair market
value, and (iii) in the case of an incentive stock option granted to an
employee who, at the time of such grant, owns stock representing more than
10% of the voting power of all classes of stock of the Company, the
exercise price may be no less than 110% of the fair market value of the
Common Stock on the date the option is granted.

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(c) TERMINATION OF EMPLOYMENT: If the optionee's status as an employee
or consultant terminates for any reason other than misconduct, death or
disability, an option under the 1995 Plan may be exercised not later than
ninety days (or such other period of time, as is determined by the
Administrator and specified in the optionee's option agreement) after such
termination (but in no event later than the date of expiration of the term
of the option) and may be exercised only to the extent such option was
exercisable and vested on the date of termination. If an optionee's status
as an employee or consultant terminates for misconduct, all outstanding
options will terminate immediately and cease to be outstanding.

(d) DEATH OR DISABILITY OF OPTIONEE: If an optionee should die or
become totally and permanently disabled (as defined in the tax code) while
employed by the Company, an option may be exercised within twelve months
after death or termination of employment due to such disability (but in no
event later than the date of expiration, of the term of the option), but
only to the extent such option was exercisable and vested on the date of
death or such termination due to disability.

(e) EXPIRATION OF OPTIONS: Stock options granted under the 1995 Plan
expire as determined by the Administrator, but in no event later than ten
years from the date of grant. However, in the case of an incentive stock
option granted to an employee who, at the time of such grant, owns stock
representing more than 10% of the voting power of all classes of stock of
the Company, the term of the option may not be greater than five years.
Under the form of option agreement currently used by the Company, options
generally expire ten years from the date of grant.

(f) NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS: Unless
otherwise specified by the Administrator, options and stock purchase rights
are non-transferable by the optionee other than by will or by the laws of
descent or distribution and are exercisable during the optionee's lifetime
only by the optionee.

(g) OTHER PROVISIONS: The option agreement or restricted stock
purchase agreement may contain such other terms, provisions and conditions
not inconsistent with the 1995 Plan as may be determined by the
Administrator.

AUTOMATIC OPTION GRANTS TO DIRECTORS

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STOCK PURCHASE RIGHTS

The 1995 Plan permits the Company to grant rights to purchase Common Stock
of the Company either alone, in addition to, or in tandem with other awards
under the 1995 Plan and/or cash awards made outside the Plan. Upon the granting
of such a stock purchase right under the 1995 Plan, the offeree is advised in
writing of the terms, conditions and restrictions related to the grant,
including the number of shares of Common Stock that the offeree is entitled to
purchase, the price to be paid and the time within which the offeree must accept
such offer (which shall in no event exceed six months from the date of grant).
The offer is accepted by execution of a restricted stock purchase agreement
between the Company and the offeree.

Unless the Administrator determines otherwise, the restricted stock
purchase agreement grants the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser's employment or consulting
relationship with the Company for any reason (including death or permanent and
total disability) or the failure of the purchaser to attain certain performance
objectives. The repurchase price for shares repurchased pursuant to this
repurchase option is the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option lapses at such rate as the Administrator may determine.

Upon exercise of a stock purchase right, the purchaser has all rights of a
stockholder of the Company.

STOCK APPRECIATION RIGHTS

The Administrator also has discretion to issue under the Discretionary
Option Grant Program tandem stock appreciation rights which provide the holders
with the election to surrender their outstanding options for an appreciation
distribution from the Company equal to the excess of (i) the fair market value
of the vested shares of Common Stock subject to the surrendered option over (ii)
the aggregate exercise price payable for such shares. Such appreciation
distribution may be made in cash or in shares of Common Stock or a combination
of both. The Company can also grant limited stock appreciation rights which
provide each holder with the right, exercisable upon the successful completion
of a hostile tender offer for fifty percent or more of the Company's outstanding
voting securities, to surrender his or her outstanding options to the Company,
to the extent those options are at the time exercisable for vested shares, in
return for a cash distribution per surrendered option equal to the excess of (i)
the greater of the fair market value on the date the option is surrendered or
the highest price per share of Common Stock paid in hostile tender offer over
(ii) the option exercise price payable per share.

STOCK WITHHOLDING

The Administrator may allow participants in the 1995 Plan to satisfy their
withholding obligations by either electing to have withheld by the Company a
certain number of shares of stock which would otherwise be received pursuant to
the exercise of the option or the vesting of such shares, or by delivering to
the Company a number of shares of stock, having a value equal to the amount
required to be withheld.

CHANGES IN CAPITALIZATION

In the event a change, such as a stock split or stock dividend payable in
Common Stock, is made in the Company's capitalization which results in an
exchange of Common Stock for a greater or lesser number of shares without
receipt of consideration by the Company, appropriate adjustment will be made in
the number of shares reserved for issuance under the 1995 Plan and in the number
of shares subject to outstanding options and stock purchase rights under the
1995 Plan, as well as in the price per share of Common Stock covered by such
options and stock purchase rights. Such adjustment will be made by the
Administrator, whose determination is final, binding and conclusive.

MERGER OR ASSET SALE

In connection with any merger, or sale or transfer of all or substantially
all of the assets of the Company, each outstanding option may be assumed or an
equivalent substituted by a successor corporation. If the

7
<PAGE> 11

successor corporation does not assume the option or substitute a substantially
equivalent option, the option will become fully exercisable for a period of time
determined by the Administrator. All options not exercised before the merger or
asset sale will terminate if not substituted or assumed. Any option assumed or
substituted for will automatically become fully exercisable if an optionee's
employment or consultancy terminates by reason of an involuntary termination (as
defined in the 1995 Plan) within one year after the merger or asset sale. Such
option will expire at the earlier of the end of its term or one year after the
involuntary termination. In addition, any Company repurchase option on unvested
Common Stock will terminate and the stock will fully vest upon a merger or asset
sale unless the repurchase option is assigned to the successor corporation. Any
such repurchase option assigned in the merger or asset sale will end and the
shares subject to the repurchase option will immediately vest in full if the
optionee's employment or consultancy ends within one year of the merger or asset
sale.

AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors may amend the 1995 Plan at any time, or may
terminate the 1995 Plan, without approval of the stockholders; provided,
however, that stockholder approval is required for any amendment to the 1995
Plan for which stockholder approval is required under the Code or other
applicable rules, and no action by the Board of Directors or stockholders may
unilaterally impair any option or stock purchase right previously granted under
the 1995 Plan. In any event, the 1995 Plan will terminate automatically on
September 30, 2005. Any options outstanding under the 1995 Plan at the time of
its termination will remain outstanding until they expire by their terms.

TAX INFORMATION

THE FOLLOWING IS A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION WITH
RESPECT TO THE GRANT AND EXERCISE OF OPTIONS AND STOCK PURCHASE RIGHTS UNDER THE
1995 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX
CONSEQUENCES OF THE OPTIONEE'S DEATH OR THE INCOME TAX LAWS OF ANY MUNICIPALITY,
STATE OR FOREIGN COUNTRY IN WHICH A PARTICIPANT MAY RESIDE.

Incentive Stock Options

An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long-term capital gain or loss. (The rate at which such long-term
capital gain or loss is taxed is further dependent upon the length of time the
shares have been held since exercise.) If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of (i)
the fair market value of the shares at the date of the option exercise or (ii)
the sale price of the shares. A different rule for measuring ordinary income
upon such a premature disposition may apply if the optionee is also an officer,
director, or 10% shareholder of the Company. The Company will be entitled to a
deduction in the same amount as the ordinary income recognized by the optionee.
Any gain or loss recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as
long-term or short-term capital gain or loss, depending on the holding period.

Non-statutory Stock Options

All other options which do not qualify as incentive stock options are
referred to as non-statutory stock options. An optionee will not recognize any
taxable income at the time he or she is granted a non-statutory stock option.
However, upon the option's exercise, the optionee will recognize taxable income,
generally measured as the excess of the then fair market value of the shares
purchased over the aggregate exercise price. Any taxable income recognized in
connection with an option exercise by an optionee who is also an employee of the
Company will be subject to tax withholding by the Company. The Company will be
entitled to a tax deduction in the same amount as the ordinary income recognized
by the optionee. Upon resale of such shares by the optionee, any difference
between the sales price and the exercise price, to the extent not recognized as

8
<PAGE> 12

taxable income as described above, will be treated as long-term or short-term
capital gain or loss, depending on the holding period.

Stock Purchase Rights

Stock purchase rights will generally be taxed in the same manner as
non-statutory stock options. However, the stock issued upon exercise of a stock
purchase right is usually subject to the Company's right to repurchase such
stock upon termination of the purchaser's employment or consulting relationship
with the Company, which right lapses progressively over time. As a result, at
the time of purchase, this restricted stock is subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code, and the purchaser will
not recognize ordinary income at the time of purchase. Instead, the purchaser
will recognize ordinary income on the date or dates when the stock ceases to be
subject to substantial risk of forfeiture, i.e. when it is no longer subject to
the Company's right of repurchase or "vests." At such times, the purchaser will
recognize ordinary income measured as the difference between the purchase price
and the fair market value of the stock on the date the stock is no longer
subject to a substantial risk of forfeiture. Ordinary income recognized by a
purchaser who is an employee will be treated as wages and will be subject to tax
withholding by the Company. Generally, the Company will be entitled to a tax
deduction in the amount and at the time the purchaser recognizes ordinary
income. Notwithstanding the foregoing, a purchaser may accelerate the date of
his or her recognition of ordinary income, and the beginning of any capital gain
holding period, by timely filing an election pursuant to Section 83(b) of the
Code. In such event, the ordinary income recognized, if any, would be equal to
the difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period would commence on
the purchase date.

Different rules may apply in the case of purchasers who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended.

Stock Appreciation Rights

A recipient will not recognize any taxable income in connection with the
grant of an SAR. On exercise of an SAR, the recipient will generally recognize
compensation income in the year of exercise in an amount equal to the difference
between the exercise price (if any) of the SAR and the fair market value of the
SAR (computed with references to the Common Stock of the Company) at the time of
exercise. If the recipient is an employee, such amount will be subject to
withholding by the Company. As a general rule, the Company will be entitled to a
tax deduction in an amount and at the time the recipient recognizes ordinary
income with respect to the SAR.

9
<PAGE> 13

PARTICIPATION IN THE 1995 PLAN

The grant of options and stock purchase rights under the 1995 Plan to
eligible employees and consultants, including the Named Executive Officers, is
subject to the discretion of the Administrator. The following table sets forth
information with respect to options granted under the 1995 Plan during the Last
Fiscal Year to each of the officers named in the Summary Compensation Table, to
all current executive officers as a group, to all non-employee directors, and to
all other employees as a group. The term of options under the 1995 Plan is
generally ten years from the date of grant. No stock purchase rights or stock
appreciation rights were granted to any such persons.

<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION DOLLAR VALUE(1)
---- ----------------- -----------------
<S> <C> <C>
Norman H. Pond............................... 0 $ --
Charles B. Eddy.............................. 7,500 --
Robert D. Hempstead.......................... 15,000 --
Edward Durbin................................ 2,500 --
David N. Lambeth............................. 2,500 --
H. Joseph Smead.............................. 2,500 --
All current executive officers as a group.... 22,500 --
All non-employee directors................... 7,500 --
All other employees as a group............... 418,000 --
</TABLE>

- ---------------
(1) Dollar value is calculated by subtracting the weighted average aggregate
exercise price from the total fair market value of the shares as determined
on December 31, 1997. For all options granted in 1997, the exercise price is
higher than the fair market value of the stock on December 31, 1997,
resulting in a negative valuation.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AMENDMENT
TO THE 1995 PLAN.

PROPOSAL NO. 3:

RATIFICATION OF INDEPENDENT PUBLIC AUDITORS

The Company is asking the shareholders to ratify the selection of Ernst &
Young LLP as the Company's independent public auditors for the fiscal year
ending December 31, 1998. The affirmative vote of the holders of a majority of
the shares represented and voting at the Annual Meeting will be required to
ratify the selection of Ernst & Young LLP.

In the event the shareholders fail to ratify the appointment, the Audit
Committee of the Board of Directors will reconsider its selection of auditors
for the fiscal year. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a change would be
in the best interest of the Company and its shareholders.

Ernst & Young LLP has audited the Company's financial statements annually
since 1991. Its representatives are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

10
<PAGE> 14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of January 31, 1998 by (i) all persons known by
the Company to be beneficial owners of five percent (5%) or more of its
outstanding Common Stock based upon a review of 13G filings made with the
Securities and Exchange Commission during 1997, (ii) each director of the
Company and each nominee for director, (iii) the Chief Executive Officer and
each of the two other most highly compensated executive officers of the Company
serving as such as of the end of the last fiscal year whose compensation for
such year was in excess of $100,000, and (iv) all executive officers and
directors of the Company as a group.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
-----------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OWNED(2)
------------------------------------ ---------------- ----------------
<S> <C> <C>
Kaiser Aerospace and Electronics.............. 5,600,000 45.8%
950 Tower Lane, Suite 800
Foster City, CA 94404
Norman H. Pond(3)............................. 1,053,433 8.5%
3550 Basset Street
Santa Clara, CA 95054
Charles B. Eddy(4)............................ 146,332 1.2%
Robert D. Hempstead(5)........................ 44,166 *
Ed Durbin(6).................................. 5,615,000 45.8%
David N. Lambeth(7)........................... 12,500 *
H. Joseph Smead(6)............................ 5,615,000 45.8%
All directors and executive officers as a
group (6 persons)(8)........................ 6,886,431 54.9%
</TABLE>

- ---------------
* Less than 1%

(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock. The
number of shares beneficially owned includes Common Stock of which such
individual has the right to acquire beneficial ownership either currently or
within 60 days after January 31, 1998, including, but not limited to, upon
the exercise of an option.

(2) Percentage of beneficial ownership is based upon 12,238,672 shares of Common
Stock, all of which were outstanding on January 31, 1998. For each
individual, this percentage includes Common Stock of which such individual
has the right to acquire beneficial ownership either currently or within 60
days of January 31, 1998, including, but not limited to, upon the exercise
of an option; however, such Common Stock is not considered outstanding for
the purpose of computing the percentage owned by any other individual as
required by General Rule 13d-3(d)(1)(i) under the Securities Exchange Act of
1934.

(3) Includes 860,100 shares held by the Norman Hugh Pond and Natalie Pond Trust
DTD 12/23/80 and 30,000 shares held by the Pond 1996 Charitable Remainder
Unitrust, both of which Norman Hugh Pond and Natalie Pond are Trustees, and
options exercisable for 163,333 shares of Common Stock outstanding under the
Company's 1995 Plan.

(4) Includes options exercisable for 65,166 shares of Common Stock under the
1995 Plan.

(5) Includes options exercisable for 44,666 shares of Common Stock under the
1995 Plan.

(6) Includes options exercisable for 15,000 shares of Common Stock under the
1995 Plan and 5,600,000 shares held by Kaiser. Messrs. Durbin and Smead are
directors of the Company and are officers and shareholders of KSI, which
owns all the outstanding stock of Kaiser, and share voting and investment
powers over the shares of the Company held by Kaiser. Both individuals
disclaim beneficial ownership of the shares of the Company held by Kaiser
except as to their pecuniary interests as shareholders of KSI.

(7) Includes options exercisable for 12,500 shares of Common Stock under the
1995 Plan.

(8) Includes options exercisable for 312,665 shares of Common Stock under the
1995 Plan.

11
<PAGE> 15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten percent
(10%) shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely upon review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that during the fiscal year ended December 31, 1997, its
officers, directors and holders of more than 10% of the Company's common stock
complied with all Section 16(a) filing requirements.

12
<PAGE> 16

EXECUTIVE COMPENSATION AND RELATED INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information concerning the
compensation earned, by (i) the Company's Chief Executive Officer and (ii) each
of the two other most highly compensated executive officers of the Company whose
salary and bonus was in excess of $100,000 for the 1997 fiscal year, for
services rendered in all capacities to the Company and its subsidiaries for each
of the last three fiscal years. Such individuals are referred to as the "Named
Executive Officers." No executive officer who would have otherwise been
includible in such table on the basis of salary and bonus earned for the 1997
fiscal year has resigned or terminated employment during that fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEARS SALARY($)(1) BONUS OPTIONS(#) COMPENSATION(2)
--------------------------- ----- ------------ ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Norman H. Pond.......................... 1997 $330,994 -- -- $3,269
President and Chief 1996 287,903 -- -- 2,574
Executive Officer 1995 279,990 -- 193,333 2,741
Charles B. Eddy III..................... 1997 160,298 -- 7,500 1,131
Vice President, Finance and 1996 137,696 -- -- 1,056
Administration, Chief Financial 1995 127,691 $25,000 83,332 1,011
Officer Treasurer and Secretary
Robert D. Hempstead(3).................. 1997 244,672 -- 15,000 1,825
Chief Operating Officer 1996 142,798 50,000 250,000 1,413
1995 -- -- -- --
</TABLE>

- ---------------
(1) Includes salary deferral contributions to the Company's 401(k) Plan.

(2) The indicated amount for each Named Executive Officer is comprised of the
contributions made by the Company on behalf of such individual to the
Company's 401(k) Plan, which match part of such officer's salary deferral
contributions to that plan, plus the cost of any life insurance in excess of
$50,000 paid by the Company.

(3) Dr. Hempstead joined the Company on April 29, 1996 as Chief Operating
Officer. He was paid a bonus upon beginning employment with the Company.

13
<PAGE> 17

STOCK OPTIONS

The following table contains information concerning the stock option grants
made to each of the Named Executive Officers for fiscal 1997. Except for the
limited stock appreciation rights described in footnote (2) below, no stock
appreciation rights were granted to those individuals during such year.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES
----------------------------------------------------------- OF STOCK PRICE
NUMBER OF PERCENT OF APPRECIATION FOR
SECURITIES TOTAL OPTIONS EXERCISE OPTION
UNDERLYING GRANTED TO OR TERM (1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED(2) 1996 ($/SHARE)(3) DATE 5% ($) 10% ($)
---- ------------ -------------- ------------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Norman H. Pond............... -- -- -- -- -- --
Charles B. Eddy III.......... 7,500 1.7% $10.000 11/25/07 $47,167 $119,531
Robert D. Hempstead.......... 15,000 3.4% 10.000 11/25/07 94,334 239,061
</TABLE>

- ---------------

(1) There can be no assurance that the actual stock price appreciation over the
10-year option term will be at the 5% and 10% assumed annual rates of
compounded stock price appreciation or at any other defined level. Unless
the market price of the Common Stock appreciates over the option term, no
value will be realized from the option grants made to the Named Executive
Officer.

(2) Option shares generally vest in a series of five (5) successive equal annual
installments upon the optionee's completion of each year of service over the
five (5) year period measured from the grant date. In addition, the option
shares vest in full upon an acquisition of the Company by merger or asset
sale, unless the Company's repurchase right with respect to those shares is
transferred to the acquiring entity. Each option has a maximum term of 10
years measured from the option grant date, subject to earlier termination
following the optionee's cessation of service with the Company. Each option
also includes a limited stock appreciation right which provides the optionee
with a right, exercisable upon the successful completion of a hostile tender
offer for fifty percent or more of the Company's outstanding voting
securities, to surrender the option to the Company, to the extent the option
is at that time exercisable for vested shares, in return for a cash
distribution per surrendered option share equal to the excess of (i) the
highest price per share of Common Stock paid in the hostile tender offer
over (ii) the option exercise price payable per share.

(3) The exercise price may be paid in cash, in shares of the Company's Common
Stock valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares. The
Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares, plus
any Federal and state income tax liability incurred by the optionee in
connection with such exercise.

14
<PAGE> 18

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning option exercises and
option holdings for the 1997 fiscal year by each of the Named Executive
Officers. Except for the limited stock appreciation rights described in footnote
(2) to the Stock Options table above, no stock appreciation rights were
outstanding at the end of that year.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END (#) FISCAL YEAR-END (#)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED(1) UNEXERCISABLE(2) UNEXERCISABLE(3)
---- ---------------- ------------------ -------------------- --------------------
<S> <C> <C> <C> <C>
Norman H. Pond......... -- -- 104,669/58,664 $392,509/219,990
Charles B. Eddy III.... 1,500 $10,425 24,210/48,456 $136,049/153,585
Robert D. Hempstead.... -- -- 41,666/223,334 $ 88,540/442,710
</TABLE>

- ---------------
(1) Equal to the fair market value of the purchased shares on the option
exercise date less the exercise price paid for those shares.

(2) Certain of such options are immediately exercisable for all option shares,
in which case any shares purchased under those options are subject to
repurchase by the Company, at the original exercise price paid per share,
upon the optionee's cessation of service with the Company prior to vesting
in such shares. All shares subject to such options are included in the
exercisable amount provided above. As of December 31, 1997, the repurchase
right had lapsed as to 47,332 of Mr. Pond's option shares and 15,166 of Mr.
Eddy's option shares.

(3) Based on the market price of $9.750 per share, which was the closing selling
price per share of the Company's Common Stock on the Nasdaq National Market
on the last day of the 1997 fiscal year, less the exercise price payable for
such shares. Options for which the exercise price is greater than $9.750 are
excluded from this calculation.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee")
administers the Company's compensation policies and programs and has primary
responsibility for executive compensation matters, including the establishment
of the base salaries of the Company's executive officers, the approval of
individual bonuses and bonus programs for executive officers and the
administration of certain employee benefit programs. In addition, the Committee
has exclusive responsibility for administering the Company's 1995 Stock
Option/Stock Issuance Plan, under which stock option grants and direct stock
issuances may be made to executive officers and other employees. The Committee
during 1997 was comprised of two non-employee directors. The following is a
summary of policies which the Committee applies in setting the compensation
levels for the Company's executive officers.

GENERAL COMPENSATION POLICY. The overall policy of the Committee is to
offer the Company's executive officers competitive compensation opportunities
based upon their personal performance, the financial performance of the Company
and their contribution to that performance. Each executive officer's
compensation package is generally comprised of base salary, which is determined
on the basis of the individual's position and responsibilities with the Company,
the level of his or her performance, and the financial performance of the
Company, and incentive performance awards payable in cash and stock options.

FACTORS. The primary factors which the Committee considered in establishing
the components of each executive officer's compensation package for the 1997
fiscal year are summarized below. However, the Committee may, in its discretion,
apply entirely different factors, such as different measures of financial
performance, for future fiscal years.

15
<PAGE> 19

BASE SALARY. In setting the base salary for each executive officer, the
Committee took into account comparative compensation data for a select group of
companies. Companies are included within the survey group on the basis of a
number of factors, such as their size and organizational structure, the nature
of their businesses, the geographic regions in which they operate, the
composition of their compensation programs (including the extent to which they
rely on other contingent forms of compensation), the extent to which they
compete with the Company for executive talent and the availability of
information concerning their compensation practices. On the basis of the
compiled data, the Committee fixed the base salary of each executive officer at
a level which is competitive with the salaries of individuals in similar
positions at the surveyed companies. The Committee also took into account, in
determining such base salary levels, the performance of each executive officer
in comparison to the performance of the Company's other executive officers.

INCENTIVE COMPENSATION. At the end of each fiscal year the Compensation
Committee evaluates each executive officer's base salary, the level of his
performance, and the performance of the Company, and determines for each
individual executive officer the amount of any cash incentive bonus to be paid
to such executive officer. For fiscal year 1997, no year-end cash incentive
bonuses were paid.

LONG-TERM STOCK-BASED INCENTIVE COMPENSATION. Long-term incentives are
provided through stock option grants. The grants are designed to align the
interests of each executive officer with those of the shareholders and provide
each individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the business. Each grant allows
the officer to acquire shares of the Company's Common Stock at a fixed price per
share (the market price on the grant date) over a specified period of time (up
to ten years). Each option generally becomes exercisable in installments over a
five year period, contingent on the officer's continued employment with the
Company. Accordingly, the option provides a return to the executive officer only
if the market price of the shares appreciates over the option term and the
officer continues in the Company's employ.

The size of the option grant to each executive officer is designed to
create a meaningful opportunity for stock ownership and is based upon the
executive officer's current position with the Company, internal comparability
with option grants made to other Company executives, the executive officer's
current level of performance and the executive officer's potential for future
responsibility and promotion over the option term. The Committee also takes into
account the number of vested and unvested options held by the executive officer
in order to maintain an appropriate level of equity incentive for that
individual. However, the Committee does not adhere to any specific guidelines as
to the relative option holdings of the Company's executive officers. During
1997, stock option grants were made to Dr. Hempstead and Mr. Eddy under the 1995
Plan.

CEO COMPENSATION. The compensation payable to Mr. Pond, the Company's Chief
Executive Officer during fiscal year 1997, was determined by the Committee. His
base salary was set at a level which the Committee felt would be competitive
with the base salary levels in effect for chief executive officers at
similarly-sized companies within the industry. For the 1998 fiscal year, Mr.
Pond's compensation package was set by the Committee on the basis of the
compensation policy summarized in this report.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to
publicly-held companies for compensation paid to certain executive officers, to
the extent that compensation exceeds $1 million per officer in any year. The
compensation paid to the Company's executive officers for the 1997 fiscal year
did not exceed the $1 million limit per officer, and it is not expected the
compensation to be to the Company's executive officers for the 1998 fiscal year
will exceed that limit. In addition, the Company's 1995 Stock Option/Stock
Issuance Plan is structured so that any compensation deemed paid to an executive
officer in connection with the exercise of his or her outstanding options under
the 1995 Plan will qualify as performance-based compensation which will not be
subject to the $1 million limitation.

Submitted by the Compensation Committee of the Company's Board of
Directors:

David N. Lambeth & H. Joseph Smead, Compensation Committee Members

16
<PAGE> 20

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board of Directors was formed
on September 14, 1995 and during 1997 was comprised of David N. Lambeth and H.
Joseph Smead. Neither of these individuals was at any time during fiscal 1997,
or at any other time, an officer or employee of the Company. No executive
officer of the Company serves as a member of the board of directors or
compensation committee of any other entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL AGREEMENTS

None of the Company's executive officers have employment agreements with
the Company, and their employment may be terminated at any time at the
discretion of the Board of Directors. Pursuant to the express provisions of the
1995 Stock Option/Stock Issuance Plan, the outstanding options under the 1995
Plan held by the Chief Executive Officer and the Company's other executive
officers will immediately accelerate in full, and all unvested shares of Common
Stock at the time held by such individuals under the 1995 Plan will immediately
vest, if their employment were to be terminated (whether involuntarily or
through a forced resignation) within twelve (12) months after any acquisition of
the Company by merger or asset sale in which those options and shares did not
otherwise vest. In addition, the Compensation Committee of the Board of
Directors has the authority as Administrator of the 1995 Plan to provide for the
accelerated vesting of the outstanding options under the 1995 Plan held by the
Chief Executive Officer and the Company's other executive officers, and the
immediate vesting of all unvested shares of Common Stock at the time held by
such individuals under the 1995 Plan, if their employment were to be terminated
(whether involuntarily or through a forced resignation) following a hostile
take-over of the Company effected through a successful tender offer for more
than fifty percent (50%) of the Company's outstanding Common Stock or through a
change in the majority of the Board as a result of one or more contested
elections for Board membership.

17
<PAGE> 21

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
Common Stock of the Company with that of the NASDAQ Stock Market Total Return
Index, a broad market index published by the Center for Research in Security
Prices ("CRSP"), and the NASDAQ Computer Manufacturers Stock Total Return Index
compiled by CRSP. The comparison for each of the periods assumes that $100 was
invested on November 21, 1995 (the date of the Company's initial public
offering) in the Company's Common Stock, the stocks included in the NASDAQ Stock
Market Total Return Index and the stocks included in the NASDAQ Computer
Manufacturers Stock Total Return Index. These indices, which reflect formulas
for dividend reinvestment and weighing of individual stocks, do not necessarily
reflect returns that could be achieved by individual investors.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE NOVEMBER 21, 1995
AMONG INTEVAC, NASDAQ STOCK MARKET TOTAL RETURN INDEX AND
NASDAQ COMPUTER MANUFACTURERS TOTAL RETURN INDEX

<TABLE>
<CAPTION>
NASDAQ
NASDAQ STOCK COMPUTER
MEASUREMENT PERIOD MARKET US TOTAL MANUFACTURERERS
(FISCAL YEAR COVERED) 'INTEVAC, INC' RETURN INDEX TOTAL RETURN INDEX
<S> <C> <C> <C>
21-NOV 1 1 1
30-NOV 1.1 1.036 1.054
29-DEC 1.06 1.03 0.993
31-JAN 1.18 1.035 0.997
FEB-29 1.2 1.074 1.096
29-MAR 1.16 1.078 1.023
30-APR 2.5 1.167 1.173
31-MAY 3.44 1.221 1.252
28-JUN 2.36 1.166 1.15
31-JUL 2 1.062 1.064
30-AUG 1.86 1.22 1.105
30-SEP 2.72 1.208 1.27
31-OCT 2.32 1.194 1.275
29-NOV 2.56 1.268 1.388
31-DEC 2.72 1.267 1.333
31-JAN 2.96 1.357 1.451
28-FEB 2.52 1.282 1.249
31-MAR 2.24 1.198 1.12
30-APR 2.08 1.236 1.166
30-MAY 2.44 1.376 1.436
30-JUN 1.92 1.418 1.447
31-JUL 2.02 1.567 1.762
29-AUG 2.28 1.565 1.756
30-SEP 2.26 1.658 1.818
31-OCT 2.07 1.571 1.682
28-NOV 1.6 1.579 1.699
31-DEC 1.56 1.555 1.613
</TABLE>

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
the preceding Compensation Committee Report on Executive Compensation and the
preceding Performance Graph shall not be incorporated by reference into any such
filings; nor shall such report or graph be incorporated by reference into any
future filings.

18
<PAGE> 22

OTHER BUSINESS

The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. If other matters are properly brought
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

SHAREHOLDER PROPOSALS

Proposals of shareholders that are intended to be presented at the
Company's annual meeting of shareholders to be held in 1999 must be received by
December 1, 1998 in order to be included in the proxy statement and proxy
relating to that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ CHARLES B. EDDY III
----------------------------------------
CHARLES B. EDDY III
Vice President, Finance and
Administration, Chief Financial Officer,
Treasurer and Secretary

March 31, 1998

19
<PAGE> 23

1457-PS-98
<PAGE> 24
INTEVAC, INC.
1995 STOCK OPTION/STOCK ISSUANCE PLAN

AS AMENDED MARCH, 1998

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This 1995 Stock Option/Stock Issuance Plan is intended to promote
the interests of Intevac, Inc., a California corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into three separate equity programs:

(i) the Discretionary Option Grant Program under which eligible
persons may, at the discretion of the Plan Administrator, be granted
options to purchase shares of Common Stock,

(ii) the Stock Issuance Program under which eligible persons
may, at the discretion of the Plan Administrator, be issued shares of
Common Stock directly, either through the immediate purchase of such
shares or as a bonus for services rendered the Corporation (or any
Parent or Subsidiary), and

(iii) the Automatic Option Grant Program under which Eligible
Directors shall automatically receive option grants at periodic
intervals to purchase shares of Common Stock.

B. The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

<PAGE> 25

III. ADMINISTRATION OF THE PLAN

A. The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to Section 16 Insiders. No non-employee Board member shall be eligible
to serve on the Primary Committee if such individual has, during the twelve
(12)-month period immediately preceding the date of his or her appointment to
the Committee or (if shorter) the period commencing with the Section 12(g)
Registration Date and ending with the date of his or her appointment to the
Primary Committee, received an option grant or direct stock issuance under the
Plan or any other stock option, stock appreciation, stock bonus or other stock
plan of the Corporation (or any Parent or Subsidiary), other than pursuant to
the Automatic Option Grant Program.

B. Administration of the Discretionary Option Grant and Stock
Issuance Programs with respect to all other persons eligible to participate in
those programs may, at the Board's discretion, be vested in the Primary
Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons. The members of the
Secondary Committee may be Board members who are Employees eligible to receive
discretionary option grants or direct stock issuances under the Plan or any
other stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

C. Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

D. Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Discretionary Option Grant and Stock Issuance Programs and
to make such determinations under, and issue such interpretations of, the
provisions of such programs and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any stock option or stock issuance thereunder.

E. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

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<PAGE> 26

F. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to option
grants made thereunder.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

(i) Employees,

(ii) non-employee members of the Board (other than those serving
as members of the Primary Committee) or the Board of Directors of any
Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).

B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to the
provisions of the Plan) to determine, (i) with respect to the option grants
under the Discretionary Option Grant Program, which eligible persons are to
receive option grants, the time or times when such option grants are to be made,
the number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times at which each option is to become exercisable, the vesting schedule (if
any) applicable to the option shares and the maximum term for which the option
is to remain outstanding and (ii) with respect to stock issuances under the
Stock Issuance Program, which eligible persons are to receive stock issuances,
the time or times when such issuances are to be made, the number of shares to be
issued to each Participant, the vesting schedule (if any) applicable to the
issued shares and the consideration to be paid for such shares.

C. The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

D. The individuals eligible to participate in the Automatic Option
Grant Program shall be limited to (i) those individuals who are serving as
non-employee Board members on the Plan Effective Date or who first become
non-employee Board members after the Plan Effective Date, whether through
appointment by the Board or election by the Corporation's stockholders, and (ii)
those individuals who are re-elected as non-employee Board members at one or
more Annual Stockholders Meetings held after the Plan Effective Date. A
non-employee Board member who has previously been in the employ of the
Corporation (or any Parent or Subsidiary) shall not be eligible to receive an
initial option grant under the Automatic Option

-3-

<PAGE> 27

Grant Program on the Plan Effective Date or (if later) at the time he or she
first becomes a non-employee Board member, but such individual shall be eligible
to receive periodic option grants under the Automatic Option Grant Program upon
his or her re-election as a non-employee Board member at one or more Annual
Stockholders Meetings.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 2,083,667 shares.

B. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 200,000 shares of Common Stock in the aggregate per calendar year,
beginning with the 1995 calendar year; provided, however, that for the calendar
year in which such person first commences Service, the limit shall be increased
to 350,000 shares.

C. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
(including any options incorporated from the Predecessor Plan) expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
All shares issued under the Plan (including shares issued upon exercise of
options incorporated from the Predecessor Plan), whether or not those shares are
subsequently repurchased by the Corporation pursuant to its repurchase rights
under the Plan, shall reduce on a share-for-share basis the number of shares of
Common Stock available for subsequent issuance under the Plan. In addition,
should the exercise price of an option under the Plan (including any option
incorporated from the Predecessor Plan) be paid with shares of Common Stock,
then the number of shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the option is exercised
or which vest under the stock issuance, and not by the net number of shares of
Common Stock issued to the holder of such option or stock issuance.

D. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the maximum number and/or class of securities for which any
one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances per calendar year, (iii) the number and/or
class of securities for which automatic option grants are to be subsequently
made per Eligible Director under the Automatic Option Grant Program and (iv) the
number and/or class of securities and the exercise price per share in effect
under each outstanding option (including any option incorporated from the

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<PAGE> 28

Predecessor Plan) in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.

-5-

<PAGE> 29

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. Exercise Price.

1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

2. The exercise price shall become immediately due upon exercise
of the option and shall, subject to the provisions of Section I of Article Five
and the documents evidencing the option, be payable in one or more of the forms
specified below:

(i) cash or check made payable to the Corporation,

(ii) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date,
or

(iii) to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to
which the Optionee shall concurrently provide irrevocable written
instructions to (a) a Corporation-designated brokerage firm to effect
the immediate sale of the purchased shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of
such exercise and (b) the Corporation to deliver the certificates for
the purchased shares directly to such brokerage firm in order to
complete the sale transaction.

Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

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<PAGE> 30

B. Exercise and Term of Options. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option. However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

C. Effect of Termination of Service.

1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or
death:

(i) Any option outstanding at the time of the Optionee's
cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option, but
no such option shall be exercisable after the expiration of the option
term.

(ii) Any option exercisable in whole or in part by the Optionee
at the time of death may be subsequently exercised by the personal
representative of the Optionee's estate or by the person or persons to
whom the option is transferred pursuant to the Optionee's will or in
accordance with the laws of descent and distribution.

(iii) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term,
the option shall terminate and cease to be outstanding for any vested
shares for which the option has not been exercised. However, the option
shall, immediately upon the Optionee's cessation of Service, terminate
and cease to be outstanding to the extent the option is not otherwise at
that time exercisable for vested shares.

(iv) Should the Optionee's Service be terminated for Misconduct,
then all outstanding options held by the Optionee shall terminate
immediately and cease to be outstanding

2. The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to:

(i) extend the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service from the
period otherwise in effect for that option to such greater period of
time as the Plan Administrator shall deem appropriate, but in no event
beyond the expiration of the option term, and/or

-7-

<PAGE> 31

(ii) permit the option to be exercised, during the applicable
post-Service exercise period, not only with respect to the number of
vested shares of Common Stock for which such option is exercisable at
the time of the Optionee's cessation of Service but also with respect to
one or more additional installments in which the Optionee would have
vested under the option had the Optionee continued in Service.

D. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. Repurchase Rights. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

F. Limited Transferability of Options. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. However, a Non-Statutory Option may
be assigned in whole or in part during Optionee's lifetime in accordance with
the terms of a Qualified Domestic Relations Order. The assigned portion may only
be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to such Qualified Domestic Relations Order. The terms applicable
to the assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.

A. Eligibility. Incentive Options may only be granted to Employees.

B. Exercise Price. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

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<PAGE> 32

C. Dollar Limitation. The aggregate Fair Market Value of the shares
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one (1) calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

D. 10% Stockholder. If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall NOT so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant. The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

-9-

<PAGE> 33

D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction, (ii) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same, and (iii) the maximum number of securities
and/or class of securities for which any one person may be granted stock
options, separately exercisable stock appreciation rights and direct stock
issuances under the Plan per calendar year.

E. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within twelve (12) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.

F. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to (i) provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Change in Control or (ii)
condition any such option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent Involuntary Termination of the Optionee's
Service within a specified period following the effective date of such Change in
Control. Any options accelerated in connection with a Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.

G. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws.

H. The grant of options under the Discretionary Option Grant
Program shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change

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<PAGE> 34

its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

V. STOCK APPRECIATION RIGHTS

A. The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

B. The following terms shall govern the grant and exercise of
tandem stock appreciation rights:

(i) One or more Optionees may be granted the right, exercisable
upon such terms as the Plan Administrator may establish, to elect
between the exercise of the underlying option for shares of Common Stock
and the surrender of that option in exchange for a distribution from the
Corporation in an amount equal to the excess of (a) the Fair Market
Value (on the option surrender date) of the number of shares in which
the Optionee is at the time vested under the surrendered option (or
surrendered portion thereof) over (b) the aggregate exercise price
payable for such shares.

(ii) No such option surrender shall be effective unless it is
approved by the Plan Administrator. If the surrender is so approved,
then the distribution to which the Optionee shall be entitled may be
made in shares of Common Stock valued at Fair Market Value on the option
surrender date, in cash, or partly in shares and partly in cash, as the
Plan Administrator shall in its sole discretion deem appropriate.

(iii) If the surrender of an option is rejected by the Plan
Administrator, then the Optionee shall retain whatever rights the
Optionee had under the surrendered option (or surrendered portion
thereof) on the option surrender date and may exercise such rights at
any time prior to the later of (a) five (5) business days after the
receipt of the rejection notice or (b) the last day on which the option
is otherwise exercisable in accordance with the terms of the documents
evidencing such option, but in no event may such rights be exercised
more than ten (10) years after the option grant date.

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<PAGE> 35

C. The following terms shall govern the grant and exercise of
limited stock appreciation rights:

(i) One or more Section 16 Insiders may be granted limited stock
appreciation rights with respect to their outstanding options.

(ii) Upon the occurrence of a Hostile Take-Over, each individual
holding one or more options with such a limited stock appreciation right
in effect for at least six (6) months shall have the unconditional right
(exercisable for a thirty (30)-day period following such Hostile
Take-Over) to surrender each such option to the Corporation, to the
extent the option is at the time exercisable for vested shares of Common
Stock. In return for the surrendered option, the Optionee shall receive
a cash distribution from the Corporation in an amount equal to the
excess of (A) the Take-Over Price of the shares of Common Stock which
are at the time vested under each surrendered option (or surrendered
portion thereof) over (B) the aggregate exercise price payable for such
shares. Such cash distribution shall be paid within five (5) days
following the option surrender date.

(iii) Neither the approval of the Plan Administrator nor the
consent of the Board shall be required in connection with such option
surrender and cash distribution.

(iv) The balance of the option (if any) shall continue in full
force and effect in accordance with the documents evidencing such
option.

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<PAGE> 36

ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

A. Purchase Price.

1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the issuance date.

2. Subject to the provisions of Section I of Article Five,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

(i) cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any Parent
or Subsidiary).

B. Vesting Provisions.

1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

(i) the Service period to be completed by the Participant or
the performance objectives to be attained,

(ii) the number of installments in which the shares are to
vest,

(iii) the interval or intervals (if any) which are to lapse
between installments, and

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<PAGE> 37

(iv) the effect which death, Permanent Disability or other
event designated by the Plan Administrator is to have upon the vesting
schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase- money note of
the Participant attributable to the surrendered shares.

5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non-attainment of the performance
objectives applicable to those shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.

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II. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. All of the outstanding repurchase/cancellation rights under the
Stock Issuance Program shall terminate automatically, and all the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Corporate Transaction, except to the extent (i) those
repurchase/cancellation rights are assigned to the successor corporation (or
parent thereof) in connection with such Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed in the Stock
Issuance Agreement.

B. To the extent any repurchase/cancellation rights applicable to
the Participant's outstanding shares under the Stock Issuance Program are
assigned in the Corporate Transaction, those rights shall automatically
terminate, and the shares subject to those terminated rights shall immediately
vest in full, in the event the Participant's Service should subsequently
terminate by reason of an Involuntary Termination within twelve (12) months
following the effective date of such Corporate Transaction.

C. The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase rights remain outstanding, to (i) provide for the
automatic termination of one or more outstanding repurchase/cancellation rights
and the immediate vesting of the shares of Common Stock subject to those rights
upon the occurrence of a Change in Control or (ii) condition any such
accelerated vesting upon the subsequent Involuntary Termination of the
Participant's Service within a specified period following the effective date of
such Change in Control.

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

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ARTICLE FOUR

AUTOMATIC OPTION GRANT PROGRAM

I. OPTION TERMS

A. GRANT DATES. Option grants shall be made on the dates specified
below:

1. Each individual serving as an Eligible Director on the Plan
Effective Date and each Eligible Director who is first elected or appointed as a
non-employee Board member at any time thereafter shall automatically be granted,
on the Plan Effective Date or on the date of such initial election or
appointment (as the case may be), a Non-Statutory Option to purchase 10,000
shares of Common Stock, provided such individual has not previously been in the
employ of the Corporation (or any Parent or Subsidiary).

2. On the date of each Annual Stockholders Meeting held after
the Plan Effective Date, each individual who is to continue to serve as an
Eligible Director shall automatically be granted a Non-Statutory Option to
purchase an additional 2,500 shares of Common Stock, provided such individual
has served as a non-employee Board member for at least six (6) months. There
shall be no limit on the number of such 2,500-share option grants any one
Eligible Director may receive over his or her period of Board service.

B. EXERCISE PRICE.

1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

C. OPTION TERM. Each option shall have a term of ten (10) years
measured from the option grant date.

D. EXERCISE AND VESTING OF OPTIONS. Each option shall be
immediately exercisable for any or all of the option shares. However, any shares
purchased under the option shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's cessation of Board
service prior to vesting in those shares. Each initial 10,000-share grant shall
vest, and the Corporation's repurchase right shall lapse, in a series of four
(4) successive equal annual installments over the Optionee's period of continued
service as a Board

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<PAGE> 40

member, with the first such installment to vest upon the Optionee's completion
of one (1) year of Board service measured from the option grant date. Each
annual grant shall vest, and the Corporation's repurchase right shall lapse,
upon the Optionee's completion of one (1) year of Board service measured from
the option grant date.

E. EFFECT OF TERMINATION OF BOARD SERVICE. The following provisions
shall govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

(i) The Optionee (or, in the event of Optionee's death, the
personal representative of the Optionee's estate or the person or
persons to whom the option is transferred pursuant to the Optionee's
will or in accordance with the laws of descent and distribution) shall
have a twelve (12)-month period following the date of such cessation of
Board service in which to exercise each such option.

(ii) During the twelve (12)-month exercise period, the option
may not be exercised in the aggregate for more than the number of vested
shares of Common Stock for which the option is exercisable at the time
of the Optionee's cessation of Board service.

(iii) Should the Optionee cease to serve as a Board member by
reason of death or Permanent Disability, then all shares at the time
subject to the option shall immediately vest so that such option may,
during the twelve (12)-month exercise period following such cessation of
Board service, be exercised for all or any portion of those shares as
fully-vested shares of Common Stock.

(iv) In no event shall the option remain exercisable after
the expiration of the option term. Upon the expiration of the twelve
(12)-month exercise period or (if earlier) upon the expiration of the
option term, the option shall terminate and cease to be outstanding for
any vested shares for which the option has not been exercised. However,
the option shall, immediately upon the Optionee's cessation of Board
service for any reason other than death or Permanent Disability,
terminate and cease to be outstanding to the extent the option is not
otherwise at that time exercisable for vested shares.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of those shares as
fully-vested shares

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<PAGE> 41

of Common Stock. Immediately following the consummation of the Corporate
Transaction, each automatic option grant shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

B. In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become fully exercisable
for all of the shares of Common Stock at the time subject to such option and may
be exercised for all or any portion of those shares as fully-vested shares of
Common Stock. Each such option shall remain exercisable for such fully-vested
option shares until the expiration or sooner termination of the option term or
the surrender of the option in connection with a Hostile Take-Over.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
automatic option held by him or her for a period of at least six (6) months. The
Optionee shall in return be entitled to a cash distribution from the Corporation
in an amount equal to the excess of (i) the Take-Over Price of the shares of
Common Stock at the time subject to the surrendered option (whether or not the
Optionee is otherwise at the time vested in those shares) over (ii) the
aggregate exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the surrender of the option to the
Corporation. No approval or consent of the Board or any Plan Administrator shall
be required in connection with such option surrender and cash distribution.

E. The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

III. AMENDMENT OF THE AUTOMATIC OPTION GRANT PROGRAM

The provisions of this Automatic Option Grant Program, together
with the option grants outstanding thereunder, may not be amended at intervals
more frequently than once every six (6) months, other than to the extent
necessary to comply with applicable Federal income tax laws and regulations.

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IV. REMAINING TERMS

The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.

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ARTICLE FIVE

MISCELLANEOUS

I. FINANCING

A. The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price under the Discretionary Option Grant Program or
the purchase price for shares issued under the Stock Issuance Program by
delivering a promissory note payable in one or more installments. The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

B. The Plan Administrator may, in its discretion, determine that
one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

II. TAX WITHHOLDING

The Corporation's obligation to deliver shares of Common Stock upon the exercise
of stock options or stock appreciation rights or upon the issuance or vesting of
such shares under the Plan shall be subject to the satisfaction of all
applicable Federal, state and local income and employment tax withholding
requirements.

III. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Discretionary Option Grant, Stock Issuance, and Automatic
Option Grant Programs shall become effective on the Plan Effective Date. Options
may be granted under the Discretionary Option Grant Program at any time on or
after the Plan Effective Date, and the initial options under the Automatic
Option Grant Program shall be made to the Eligible Directors at that time.
However, no options granted under the Plan may be exercised, and no shares shall
be issued under the Plan, until the Plan is approved by the Corporation's
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the date the Plan is adopted by the Board, then all options
previously granted under this Plan shall terminate and cease to be outstanding,
and no further options shall be granted and no shares shall be issued under the
Plan.

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<PAGE> 44

B. The Plan shall serve as the successor to the Predecessor Plan,
and no further option grants shall be made under the Predecessor Plan after the
Plan Effective Date. All options outstanding under the Predecessor Plan as of
such date shall be incorporated into the Plan at that time and shall be treated
as outstanding options under the Plan. However, each outstanding option so
incorporated shall continue to be governed solely by the terms of the documents
evidencing such option, and no provision of the Plan shall be deemed to affect
or otherwise modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of shares of Common
Stock.

C. One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Corporate Transactions and Changes in Control, may, in the Plan
Administrator's discretion, be extended to one or more options incorporated from
the Predecessor Plan which do not otherwise contain such provisions.

D. The Plan shall terminate upon the earliest of (i) September 30,
2005, (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise of the options or the issuance
of shares (whether vested or unvested) under the Plan or (iii) the termination
of all outstanding options in connection with a Corporate Transaction. Upon such
Plan termination, all outstanding stock options and unvested stock issuances
shall continue to have force and effect in accordance with the provisions of the
documents evidencing such options or issuances.

IV. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects. However, (i) no such
amendment or modification shall adversely affect the rights and obligations with
respect to options, stock appreciation rights or unvested stock issuances at the
time outstanding under the Plan unless the Optionee or the Participant consents
to such amendment or modification, and (ii) any amendment made to the Automatic
Option Grant Program (or any options outstanding thereunder) shall be in
compliance with the limitations of that program. In addition, the Board shall
not, without the approval of the Corporation's stockholders, (i) materially
increase the maximum number of shares issuable under the Plan, the number of
shares for which options may be granted under the Automatic Option Grant Program
or the maximum number of shares for which any one person may be granted options,
separately exercisable stock appreciation rights and direct stock issuances per
calendar year, except for permissible adjustments in the event of certain
changes in the Corporation's capitalization, (ii) materially modify the
eligibility requirements for Plan participation or (iii) materially increase the
benefits accruing to Plan participants.

B. Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs are

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<PAGE> 45

held in escrow until there is obtained stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock available for
issuance under the Plan. If such stockholder approval is not obtained within
twelve (12) months after the date the first such excess grant or issuances are
made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

V. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

VI. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any option or
stock appreciation right under the Plan and the issuance of any shares of Common
Stock (i) upon the exercise of any option or stock appreciation right or (ii)
under the Stock Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options and stock appreciation rights
granted under it and the shares of Common Stock issued pursuant to it.

B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

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APPENDIX

The following definitions shall be in effect under the Plan:

A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under the Plan.

B. BOARD shall mean the Corporation's Board of Directors.

C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept, or

(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or
(B) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in
clause (A) who were still in office at the time the Board approved such
election or nomination.

D. CODE shall mean the Internal Revenue Code of 1986, as amended.

E. COMMON STOCK shall mean the Corporation's common stock.

F. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction; or

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(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

G. CORPORATION shall mean Intevac, Inc., a California corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of Intevac, Inc. which shall by appropriate action adopt the Plan.

H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

I. DOMESTIC RELATIONS ORDER shall mean any judgment, decree or order
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.

J. ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

K. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

L. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

M. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price
is reported by the National Association of Securities Dealers on the
Nasdaq National Market or any successor system. If there is no closing
selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape
of transactions on such exchange. If there is no closing selling price
for

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the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which
such quotation exists.

(iii) For purposes of any option grants made on the Plan
Effective Date, the Fair Market Value shall be deemed to be equal to the
price per share at which the Common Stock is sold in the initial public
offering pursuant to the Underwriting Agreement.

N. HOSTILE TAKE-OVER shall mean a change in ownership of the Corporation
effected through the following transaction:

(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept, and

(ii) more than fifty percent (50%) of the securities so acquired
are accepted from persons other than Section 16 Insiders.

O. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

P. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

(i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation which materially
reduces his or her level of responsibility, (B) a reduction in his or
her level of compensation (including base salary, fringe benefits and
participation in corporate-performance based bonus or incentive
programs) by more than fifteen percent (15%) or (C) a relocation of such
individual's place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected by the
Corporation without the individual's consent.

Q. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any

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other intentional misconduct by such person adversely affecting the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
The foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider as
grounds for the dismissal or discharge of any Optionee, Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary).

R. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

S. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

T. OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program.

U. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain; provided, however, that neither Kaiser Aerospace and Electronics
Corporation ("Kaiser"), a New York corporation, nor KSI, a California
corporation, shall be considered a Parent of the Corporation unless either
Kaiser or KSI (as the case may be) owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock of the
Corporation at any time after November 30, 1995.

V. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

W. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more. However, solely for the purposes of the Automatic Option Grant Program,
Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.

X. PLAN shall mean the Corporation's 1995 Stock Option/Stock Issuance
Plan, as set forth in this document.

Y. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of

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<PAGE> 50

eligible persons, to the extent such entity is carrying out its administrative
functions under those programs with respect to the persons under its
jurisdiction.

Z. PLAN EFFECTIVE DATE shall mean the date on which the Underwriting
Agreement is executed and the initial public offering price of the Common Stock
is established.

AA. PREDECESSOR PLAN shall mean the Corporation's existing 1991 Stock
Option Plan.

BB. PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

CC. QUALIFIED DOMESTIC RELATIONS ORDER shall mean a Domestic Relations
Order which substantially complies with the requirements of Code Section 414(p).
The Plan Administrator shall have the sole discretion to determine whether a
Domestic Relations Order is a Qualified Domestic Relations Order.

DD. SECONDARY COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

EE. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

FF. SECTION 12(G) REGISTRATION DATE shall mean the first date on which
the Common Stock is registered under Section 12(g) of the 1934 Act.

GG. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the Board of Directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

HH. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

II. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

JJ. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

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<PAGE> 51

KK. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

LL. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over. However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

MM. TAXES shall mean the Federal, state and local income and employment
tax liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of those options or the
vesting of those shares.

NN. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

OO. UNDERWRITING Agreement shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

INTEVAC, INC.

Norman H. Pond and Charles B. Eddy III, or either of them, are hereby
appointed as the lawful agents and proxies of the undersigned (with all powers
the undersigned would possess if personally present, including full power of
substitution) to represent and to vote all shares of capital stock of Intevac,
Inc. (the "Company") which the undersigned is entitled to vote at the Company's
Annual Meeting of Shareholders on May 14, 1998, and at any adjournments or
postponements thereof as follows on the reverse side.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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The Board of Directors recommends a vote FOR each of the proposals below. This
Proxy will be voted as directed, or, if no direction is indicated, will be
voted FOR each of the proposals below and, at the discretion of the persons
named as proxies, upon such other matters as may properly come before the
meeting. This proxy may be revoked at any time before it is voted.

1. The election of all nominees listed below for the Board of Directors, as
described in the Proxy Statement:

Nominees: Norman H. Pond, Edward Durbin, Robert D. Hempstead, David N.
Lambeth and H. Joseph Smead

FOR [ ] WITHHELD [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write such name or names in the space provided below.)

2. Proposal to approve an amendment to the Company's 1995 Stock Option/Stock
Issuance Plan:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. Proposal to ratify the appointment of Ernst & Young LLP as independent
public auditors of the Company for the fiscal year ending December 31,
1998:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. Transaction of any other business which may properly come before the
meeting and any adjournment or postponement thereof.

DATE: ________________, 1998

____________________________
(Signature)

____________________________
(Signature if held jointly)

(Please sign exactly as shown on your stock certificate and on the envelope in
which this proxy was mailed. When signing as partner, corporate officer,
attorney, executor, administrator, trustee, guardian or in any other
representative capacity, give full title as such and sign your own name as
well. If stock is held jointly, each joint owner should sign.)

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.