8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 9, 2015

Identiv, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-29440	77-0444317
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
39300 Civic Center Drive, Suite 140 Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 250-8888

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) On September 9, 2015 (the “Transition Date”), the Board of Directors (the “Board”) of Identiv, Inc. (the “Company”) appointed Steven Humphreys as the Chief Executive Officer of the Company, as described below, replacing Jason Hart. Mr. Hart continues to serve as President. Pursuant to a letter agreement dated September 14, 2015 and effective as of the Transition Date (the “Hart Agreement”), Mr. Hart will continue to receive an annual base salary of $350,000; and will be eligible to receive sales commissions of up to 100% of his base salary; and will be eligible for performance-based compensation of up to 50% of his base salary. Mr. Hart is also eligible to participate in the Company’s employee benefits programs, will have the use of a company car and be reimbursed up to $10,000 annually for costs incurred with his personal use of a financial advisor.

As of the Transition Date, Mr. Hart’s responsibilities as principal executive officer were assumed by Mr. Humphreys, as disclosed below. Mr. Hart will continue to serve as a director, but will not receive additional compensation for his service on the Board.

Pursuant to the Hart Agreement, Mr. Hart is also entitled to severance benefits. If he is terminated without Cause other than in connection with a Change in Control of the Company (as each term is defined in such Agreement), he is entitled to 12 months of his base salary and benefits and 100% of bonuses or actual commissions paid in the prior 12 months. If he is terminated without Cause or leaves for Good Reason following a Change in Control of the Company, he is entitled to 12 months of base salary and benefits, 100% of bonuses or actual commissions paid in the prior 12 months and well as full acceleration of his equity vesting schedule for awards granted prior to December 31, 2016.

The preceding description of the Hart Agreement is qualified in its entirety by reference to such Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Board’s appointment of a new Chief Executive Officer is also described in the Press Release, attached as Exhibit 99.1 to this Current Report on Form 8-K.

(c) Steven Humphreys has been appointed Chief Executive Officer of the Company, effective as of the Transition Date. As of the Transition Date, Mr. Humphreys will continue to serve as a director, but will no longer serve as the Chairman of the Board or on the Audit or Nominating Committees, or receive additional compensation for his service on the Board. Pursuant to a letter agreement with Mr. Humphreys dated September 14, 2015 and effective as of the Transition Date (the “Humphreys Agreement”), Mr. Humphreys will receive an annual base salary of $350,000, with a target annual performance bonus of 100% of his base salary. Additionally, Mr. Humphreys was granted an option to purchase 444,460 shares of common stock at an exercise price of $4.36 per share (the “Option”), the closing price of the Company’s common stock on September 9, 2015, under the Company’s 2011 Incentive Compensation Plan (the “Plan”), which award is subject to stockholder approval of an amendment to the Plan to increase the number of shares reserved for issuance, among other things. The Option vests as to 25% of the underlying shares on the first anniversary of the date of grant, and then monthly over the following three years. In addition, the Board has agreed to grant Mr. Humphreys a restricted stock unit (“RSU”) award for 302,657 shares of the Company’s common stock, which award is contingent upon stockholder approval of an amendment to the Plan to increase the number of shares reserved for issuance, among other things.

Pursuant to the Humphreys Agreement, Mr. Humphreys is also entitled to severance benefits. If he is terminated without Cause or leaves for Good Reason (as each term is defined in such Agreement), he is entitled to 12 months of his base salary and benefits, as well as 12-month acceleration of his equity vesting schedule. In the event he is terminated without Cause or leaves for Good Reason within 12 months following a Change in Control of the Company, he is entitled to full acceleration of his equity awards with time-based vesting.

As an employee, Mr. Humphreys is also eligible to participate in the Company’s employee benefits plans.

The preceding description of the Humphreys Agreement is qualified in its entirety by reference to such Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference. The Board’s appointment of a new Chief Executive Officer is also described in the Press Release, attached as Exhibit 99.1 to this Current Report on Form 8-K.

Steven Humphreys has served as a director of the Company since July 1996. He is 54 years old, and served as Chairman of the Board and on the Audit and Nominating Committees until the Transition Date. Mr. Humphreys previously served on the Strategic Committee of the Board. Previously, he also served as Lead Director from May 2010 until April 2013 and as Chairman of the Board of Directors from April 2000 to March 2007 and from July 1996 to December 1996. Mr. Humphreys also previously served as an executive officer of the Company, as President from July 1996 to December 1996 and as President and Chief Executive Officer from December 1996 to April 2000. From November 2011 through 2014, Mr. Humphreys served as chief executive officer of Flywheel Software, Inc., a privately-held location-based mobile solutions company. From October 2008 until its acquisition by SMSC in February 2010, Mr. Humphreys served as Chief Executive Officer and President of Kleer Corporation, a maker of wire-less audio technology. From October 2001 to October 2003, he served as Chairman of the Board and Chief Executive Officer of ActivCard Corporation (now ActivIdentity), a publicly-listed company until December 2010 and a provider of digital identity solutions, for which he also served as a director from March 2008 until December 2010. Earlier, Mr. Humphreys was President of Caere Corporation, an optical character recognition software and systems company. Prior to Caere, he spent ten years with General Electric Company in a variety of positions. Currently he serves on the board of a charter school organization and on the boards of two privately-held companies. Mr. Humphreys holds a B.S. degree from Yale University and M.S. and M.B.A. degrees from Stanford University. There are no family relationships among any of the Company’s directors or executive officers.

In connection with Mr. Humphreys’ service as a member of the Board, he received the following compensation since the beginning the Company’s last fiscal year until the Transition Date:

Fiscal Year	Fees Earned or Paid in Cash		Stock Awards (1)		Option Awards (1)		Total
2014 (2)	$	16,000	$	256,240	$	8,307	$	232,824
2015 through Transition Date(3)	$	71,233	$	—	$	—	$	71,233

(1) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). The assumptions used in determining grant date fair value of these awards are set forth in Note 4 to the Company’s Consolidated Financial Statements appearing in its Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2014.

(2) Cash amounts reflect payment of $12,500 for Mr. Humphreys’ service as a director, $2,500 for his service on the Audit Committee and $1,000 for his service on the Nominating Committee for the first and second quarters of 2014. At Mr. Humphreys’ election, 100% of his annual retainer and equity grant for his service as the Chairman of the Board of Directors is represented by RSUs. The annual retainer and equity grant RSU awards vest quarterly.

Award	Chairman of the Board Fees		20% Uplift		Number of Shares		Price per Share or Fair Value
Annual Retainer	$	31,250	$	6,250		2,741	$	13.68
Annual Equity Grant	$	218,750		—		15,990	$	13.68

During 2014, Mr. Humphreys received 500 fully vested options for his service on the Strategic Committee and an annual award of 2,000 options which vest monthly over one year. At December 31, 2014, Mr. Humphreys held options to purchase 18,200 shares of common stock, of which 15,530 were exercisable, and 9,366 unvested RSUs.

(3) Cash amounts reflect earned amounts of $49,315 for Mr. Humphreys’ service as Chairman of the Board, $10,959 for his service on the Audit Committee and $10,959 for his service on the Nominating Committee for the period from June 1, 2015 until the Transition Date.

At September 14, 2015, Mr. Humphreys held options to purchase 17,200 shares of common stock, of which 16,063 were exercisable and 4,683 vested but unreleased RSUs.

(e) The compensatory arrangements with Jason Hart and Steven Humphreys described under Items 5.02(b) and (c) of this Current Report on Form 8-K are incorporated into this Item 5.02(e) by reference.

Item 8.01 Other Events

Board Composition

On September 9, 2015, and in connection with Mr. Humphreys’ appointment as Chief Executive Officer of the Company, as described in Item 5.02 above, the Board appointed Daniel S. Wenzel to serve on the Audit Committee. In addition, Mr. Ousley was elected as Chairman of the Board, replacing Mr. Humphreys.

As previously disclosed, Mr. Alazem has advised the Board that he is not standing for re-election to the Board, and his service on the Board will end on the date of the Company’s next annual meeting of stockholders.

Board Compensation

On September 9, 2015, the Board approved a new compensation structure for non-employee directors effective for a one-year period commencing as of June 1, 2015. Each non-employee director is eligible to receive cash compensation, payable monthly, as detailed below. However, a director may elect to receive, in lieu of cash, RSUs under the Plan. Annual compensation for each eligible director potentially includes:

• an annual retainer of $100,000 paid in cash or, at each directors election, $115,000 paid in equity awards (representing 115% of the annual cash retainer). For the Chairman of the Board or Lead Independent Director, an annual retainer of $180,000 paid in cash, or, at the Chairman or Lead Independent Director’s election, $207,000 paid in RSUs (representing 115% of the annual cash retainer);

• an additional annual retainer of $40,000 for service on each committee of the Board of Directors paid in cash, or, at each committee member’s election, $46,000 paid in equity awards (representing 115% of the annual cash retainer), except for the Chairman of the Audit Committee, who is eligible to receive an annual cash retainer of $65,000, or, at the Chairman’s election, $74,750 paid in RSUs (representing 115% of the annual cash retainer); and

• for 2015 only, and in lieu of the regular committee compensation, a one-time retainer of $20,000 for service on the Special Committee of the Board paid in cash, or, at each committee member’s election, $23,000 paid in equity awards (representing 115% of the annual cash retainer), except for the Chairman of the Special Committee, who is eligible to receive an annual cash retainer of $50,000, or, at the Chairman’s election, $57,500 paid in RSUs (representing 115% of the annual cash retainer).

Mr. Alazem’s compensation for service on the Board and committees of the Board will be prorated based on the duration of his service on the Board from June 1, 2015 through the date of the Company’s next annual meeting of stockholders. Mr. Humphreys’ compensation for service on the Board and committees of the Board will be prorated from June 1, 2015 until the Transition Date.

Furthermore, the Company reimburses its non-employee directors for all reasonable out of pocket expenses incurred in the performance of their duties as directors, which in practice primarily consist of travel expenses associated with Board of Directors or committee meetings or with committee assignments.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit No.	Description
10.1	Letter Agreement dated September 14, 2015 between Identiv, Inc. and Jason Hart.
10.2	Letter Agreement dated September 14, 2015 between Identiv, Inc. and Steven Humphreys.
99.1	Press Release issued by Identiv, Inc. dated September 10, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Identiv, Inc.
September 16, 2015	By:	/s/ Brian Nelson
		Brian Nelson
		Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated September 14, 2015 between Identiv, Inc. and Jason Hart.
10.2	Letter Agreement dated September 14, 2015 between Identiv, Inc. and Steven Humphreys.
99.1	Press Release issued by Identiv, Inc. dated September 10, 2015.

EX-10.1

Exhibit 10.1

39300 Civic Center Dr., Suite 140

Fremont, CA 94538

September 14, 2015

Jason Hart

39300 Civic Center Dr., Suite 140

Fremont, CA 94538

Dear Jason:

Identiv, Inc. (the “Company”) is pleased to offer you continued employment in the position of President, effective as of September 9, 2015 (the “Effective Date”). You shall report to the Company’s Chief Executive Officer. You agree that, during your service at the Company, you shall not engage in any other employment, consulting or other business activity without the prior written consent of the Company.

Upon acceptance, this letter agreement will supersede your Executive Employment Agreement with the Company dated March 13, 2014 in its entirety (the “Prior Agreement”), and you agree that the Company will have no further obligations to you pursuant to such agreement. For the avoidance of doubt this letter will not alter or amend the terms and conditions of existing equity awards held by you, including but not limited to vesting terms, which shall be governed by existing restricted stock unit and stock option agreements, as applicable.

Compensation, Benefits

As of the Effective Date, your base salary will continue to be $350,000 annualized, paid in accordance with the Company’s standard payroll procedures. In addition to your base salary, you will be eligible to earn commissions, based on sales, of up to 100% of base salary, payable quarterly in accordance with the Company quarterly sales commission payment policy (for purposes of commissions, base salary is fiscal year salary starting for the full quarter of the Effective Date), and an annual performance bonus of up to 50% of base salary (for purpose of the annual bonus, base salary is defined to include 2015 fiscal year salary predating the Effective Date). Performance periods, criteria and thresholds for such incentive opportunities will be established by the Company’s CEO in consultation with, and approved and evaluated by, the Compensation Committee of the Company’s Board of Directors (“Board”). Your salary and incentive compensation will be subject to periodic review and adjustment in accordance with Company practices.

Earned performance bonuses will be paid in cash no later than two and one-half (2  ¹⁄₂) months after the close of the Company’s fiscal year in which they are earned. All compensation will be subject to authorized payroll deductions and required tax withholdings. All compensation due hereunder is intended to be exempt from or compliant with Section 409A of the Internal Revenue Code (the “Code”), and all provisions hereof are to be interpreted and administered in a manner consistent with this intent. Any compensation or benefit due hereunder that is subject to Section 409A of the Code will not commence until the tax year in which any applicable release execution period expires and will be subject to delay as necessary to avoid a prohibited distribution under Section 409A(a)(2) of the Code. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. For purposes of applying the provisions of Section 409A of the Code to this letter agreement, each separately identified amount to which you are entitled under this letter agreement shall be treated as a separate payment. Any compensation paid pursuant to this letter agreement that is subject to recovery under any applicable law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required.

The Company shall promptly reimburse you for the ordinary and necessary business expenses you incur in the performance of your duties, provided that such expenses are incurred and accounted for in accordance with the Company’s reimbursement policy. You will be eligible to participate in the employee benefit plans made available by the Company to its senior executives from time to time, and you shall be entitled to four (4) weeks of paid vacation per annum. In addition to these benefits, you will be provided with an automobile, subject to the terms of the Company’s car policy as in effect from time to time, for business and personal use. The Company shall also reimburse you up to $10,000 annually for personal financial planning services.

Termination of Employment

Your employment with the Company is “at-will.” This means that either you or the Company can terminate the employment relationship at any time and for any reason, without cause and without prior notice.

Upon any termination of employment for any reason, you will be entitled to payment of all earned but unpaid base salary, earned but unpaid commission and unused paid vacation accrued as of the effective date of termination, provided that payment will be made consistent with California law, any unreimbursed business expenses authorized by this Agreement will be made no later than 30 days following the effective date of termination and continuation of any employee benefits will be handled as required by applicable law (e.g., COBRA). Except as provided below, you will not be entitled to any additional compensation or benefits hereunder.

If your employment with Company terminates by reason of your death or Disability (as defined below), then then you will be entitled to twelve (12) months of your then-current base salary (subject to applicable deductions and required tax withholdings), which will be paid in twelve (12) equal monthly installments from the date of your termination of employment; provided that any installment that is payable from the date of your termination of employment until March 15^th of the calendar year following the calendar year including your termination of employment shall instead be paid in a single lump sum in cash on the sixtieth (60th) day following your last day of employment.

If at any time outside the Change of Control Period, (as defined below), the Company terminates your employment without Cause (as defined below) and you provide an Enforceable Release (as defined below), then you will be entitled to:

(i) the sum of (a) twelve (12) months of your then-current base salary and (b) all commissions under this letter agreement and all cash bonuses under the Prior Agreement, if any, that were earned and paid during the twelve (12) months preceding your last day of employment, which sum (subject to applicable deductions and required tax withholdings) will be paid in twelve (12) equal monthly installments from the date of your termination of employment; provided that any installment that is payable from the date of your termination of employment until March 15^th of the calendar year following the calendar year including your termination of employment shall instead be paid in a single lump sum in cash on the sixtieth (60th) day following your last day of employment;

(ii) to the extent such termination occurs on or prior to December 31, 2016, twelve (12) months continuing use of the Company automobile or, in lieu thereof at the Company’s discretion, a cash payment equal to the value of such benefit; and

(iii) Benefits Continuation (as defined below) for twelve (12) months beginning in the month after your last day of employment.

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If at any time following the effective date of a Change of Control (the “Change of Control Period”), your employment is terminated by the Company without Cause or you are Constructively Terminated (each as defined below) and you provide an Enforceable Release, then you will be entitled to:

(i) a lump sum payment equal to the sum of (a) twelve (12) months of your then-current base salary and (b) all commissions per this letter agreement and all cash bonuses per the Prior Agreement, if any, that were earned and paid during the twelve (12) months preceding your last day of employment, which sum (subject to applicable deductions and required tax withholdings) will be paid in cash on the thirtieth (30th) day following your last day of employment;

(ii) Benefits Continuation for twelve (12) months beginning in the month after your last day of employment;

(iii) to the extent such termination occurs on or prior to December 31, 2016, twelve (12) months continuing use of the Company automobile or, in lieu thereof at the Company’s discretion, a cash payment equal to the value of such benefit; and

(iv) the vesting of shares subject to all stock options and restricted stock units granted by the Company to you on or before December 31, 2016 (i.e., the term of the Prior Agreement) shall accelerate and become fully vested and exercisable as of the sixtieth (60th) day following your last day of employment.

Termination of Employment – Defined Terms

For purposes of this letter agreement, “Benefits Continuation” is defined as Company reimbursement of the COBRA premiums for continuation of the Company group health plan coverage for yourself and your eligible dependents that was in effect as of the date of your termination; provided, however, that such reimbursement shall terminate if and to the extent you become eligible to receive group health coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company). Notwithstanding the foregoing, if reimbursement of COBRA premiums hereunder would violate the Patient Protection and Affordable Care Act of 2010, the parties agree to reform this as necessary to comply with said law and the regulations issued thereunder.

For purposes of this letter agreement, a termination of your employment will be for “Cause” if you are terminated for any one or more of the following events, as determined in good faith by the Board: (i) your commission of a felony involving moral turpitude; (ii) your commission of any act of fraud, embezzlement or dishonesty either intended to injure the Company or otherwise having a material detrimental effect on the Company; (iii) in carrying out your duties hereunder (A) gross negligence, (B) willful misconduct or (C) failure to comply with a legal directive of the Board that is not cured within thirty (30) days after written notice of such breach; or (iv) your breach of any material provision of this letter agreement or your Employee Invention and Confidential Information Agreement; or (v) your breach of any material Company policy that has a material detrimental effect on the Company.

For purposes of this letter agreement, a “Change of Control” is defined as the occurrence of any one or more of the following provided, however, that the Company shall determine under parts (iii) and (iv) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or (iii) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Company common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction

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culminating in such merger, but excluding any such transaction or series of related transactions that the Company determines shall not be a Change of Control; or (iv) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Company determines shall not be a Change of Control.

For purposes of this letter agreement, a termination of your employment will be a “Constructive Termination” if you resign within sixty (60) days after the occurrence of any one or more of the following events without your consent and the Company fails to cure such event(s) within thirty (30) days after receiving written notice thereof from you: (i) material reduction in your position or responsibilities (other than temporarily in response to physical or mental incapacity), but excluding any change in the reporting line caused by the Company becoming a subsidiary of another public company; (ii) reduction of your base salary and on target commission in excess of 10%, but excluding any general reduction in base salary that affects all similarly situated executives in substantially the same proportions; or (iii) relocation of your principal worksite more than fifty (50) miles from its then-current location.

For purposes of this letter agreement, “Disability” is defined as an incapacity to perform your duties for one hundred and eighty (180) or more days during any twelve (12)-month period that is due, in the written opinion of a licensed physician mutually acceptable to you and the Company, to a physical or mental illness.

For purposes of this letter agreement, an “Enforceable Release” is defined as an executed release of claims in a form satisfactory to the Company that is irrevocable within sixty (60) days after your termination of employment.

Parachute Limitation

In the event that the benefits provided for in this letter agreement or otherwise payable to you (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your benefits under this letter agreement shall be either (A) delivered, subject to any applicable tax or other withholdings, in full, or (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. To the extent required to avoid a violation of Section 409A of the Code, in no event will you or the Company exercise any discretion with respect to the ordering of any such reduction of payments or benefits.

Unless you and the Company otherwise agree in writing, any determination required under the immediately preceding paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the requisite calculations, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. Both the Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph.

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Company Policies

In the performance of your duties, you shall comply with all applicable laws, rules and regulations as well as all Company rules, procedures, policies, requirements and directions. Like all Company employees, as a condition of your employment with the Company, you will be required to sign and to be bound by the terms of the Company’s Employee Invention and Confidential Information Agreement, a copy of which is attached to this letter.

You understand and agree that by entering into this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter agreement or the Company’s policies.

Integration; Modification; Severability; Disputes

This letter agreement, your Employee Invention and Confidential Information Agreement and any written Company plans and policies that are referenced in this letter agreement, as such plans and policies may be amended by the Company from time to time, set forth the terms of your employment with the Company on and after the Effective Date, and supersede and replace any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.

No waiver, alteration, or modification, if any, of the provisions of this agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. If any term of this letter agreement is held to be invalid or unenforceable, the remainder of the terms will remain in full force and effect without such provision.

This agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Except as prohibited by law, any dispute with anyone (including the Company and its employees, officers and directors) relating to your employment by the Company or the termination of such employment will be resolved through binding arbitration in Alameda County, California under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 et seq., and pursuant to California law.

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This offer is valid through September 15, 2015. You may indicate your acceptance of this offer by signing the acknowledgment below and returning it to me.

Sincerely,

IDENTIV, INC.
By:	/s/ Steven Humphreys
	Steven Humphreys, for the Board of Directors
AGREED AND ACCEPTED:
By:	/s/ Jason Hart	9/14/2015
	Jason Hart	Date Accepted

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EX-10.2

Exhibit 10.2

39300 Civic Center Dr., Suite 140

Fremont, CA 94538

September 14, 2015

Steven Humphreys

39300 Civic Center Dr., Suite 140

Fremont, CA 94538

Dear Steven:

Identiv, Inc. (the “Company”) is pleased to offer you the position of Chief Executive effective as of September 9, 2015 (the “Effective Date”). You shall report to the Company’s Board of Directors (“Board”) and will have duties and authority consistent with your position. You will remain a member of the Board (subject, to stockholder approval of director nominees in the ordinary course). You agree that, during your service at the Company, you shall not engage in any other employment, consulting or other business which conflicts with or may reasonably be seen to interfere with the full performance of your duties to the Company without the prior written consent of the Board. You and the Company acknowledge that you currently serve on the boards of two privately held companies that you have identified to the Board and on one school board. The Board (with you abstaining) has approved your continued service on these boards.

Compensation, Benefits

You will receive an initial base salary of $350,000 annualized, paid in accordance with the Company’s standard payroll procedures. In addition to your salary, you will be eligible to earn a quarterly performance bonus of up to 25% of your base annual salary at the end of each fiscal quarter beginning with the fourth quarter of fiscal year 2015. Performance bonus criteria will be tied 50% to the Company’s EBITDA results and 50% to stock performance, with specific thresholds to be established by the Compensation Committee of the Board within the first sixty (60) days of your employment for the quarterly periods ending on or before December 31, 2016. The performance criteria for periods after December 31, 2016 will be determined each year. Performance achieved will be evaluated on a quarterly basis as set forth below. Your salary and incentive compensation will be subject to periodic review and adjustment in accordance with Company practices.

Earned performance bonuses will be paid in cash (or, at your election at the beginning of each applicable quarter or other period as provided in the procedures established by the Company, in common stock, provided the right to receive payment in common stock is subject to the limitations of the Company’s 2011 Incentive Compensation Plan or any successor equity plan (the “Plan”) and is subject to stockholder approval if necessary), which payment will be made within sixty (60) days after the end of the fiscal quarter in which such bonus is earned. For any earned performance bonuses settled in the Company’s common stock, the Company will grant you a fully vested stock award, such award to be issued under the Plan and to cover that number of shares equal in value to 115% of the earned bonus amount, calculated based on the average closing price of the Company’s common stock over the thirty (30) consecutive trading days immediately preceding the first day of the applicable bonus period.

All compensation will be subject to authorized payroll deductions and required tax withholdings. All compensation due hereunder is intended to be exempt from or compliant with Section 409A of the Internal Revenue Code (the “Code”), and all provisions hereof are to be interpreted and administered in a manner consistent with this intent. Any compensation or benefit due hereunder that is subject to Section

409A of the Code will not commence until the tax year in which any applicable release execution period expires and will be subject to delay as necessary to avoid a prohibited distribution under Section 409A(a)(2) of the Code. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. Any compensation paid pursuant to this letter agreement that is subject to recovery under any applicable law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required.

The Company shall promptly reimburse you for the ordinary and necessary business expenses you incur in the performance of your duties, provided that such expenses are incurred and accounted for in accordance with the Company’s reimbursement policy. You will be eligible to participate in the employee benefit plans and paid vacation programs made available by the Company to its senior executives from time to time. In addition to these benefits, you will be provided with an automobile, subject to the terms of the Company’s car policy as in effect from time to time, for business and personal use.

Incentive Equity Award

Subject to approval by the Board, and of the stockholders with respect to requisite amendments to the Plan (the “Plan Amendments”), you will be granted (i) an option (the “Option”) to purchase 444,460 shares of Common Stock of the Company and (ii) 302,657 restricted stock units (the “RSUs”) under the Plan. Subject to your continued employment, the Option will vest over four years beginning on the Effective Date with 25% of the underlying shares vesting on the first anniversary of the Effective Date and 1/36^th of the remaining shares underlying the Option vesting monthly thereafter. Subject to your continued employment, the RSUs will vest over four years beginning on the Effective Date with 25% of the RSUs vesting on the first anniversary of the Effective Date and 1/12^th of the remaining RSUs vesting quarterly thereafter. The Option and RSUs will be governed by the terms of the Plan and separate award agreements.

Subject to approval by the Board, the Option will be granted promptly following the Effective Date; provided, however, that the right to exercise the Option will be subject to and conditioned upon approval by the stockholders of the Company of the Plan Amendments, and if such stockholder approval is not obtained at the next meeting of the stockholders at which the Plan Amendments are submitted for approval (the “Stockholder Meeting”), the Option will be terminated. Subject to approval by the Board, the RSUs will be granted promptly following the date of the Stockholder Meeting; provided, however, that in the event that such stockholder approval is not obtained at the Stockholder Meeting, the obligation to issue such RSUs shall lapse.

In the event that the Company does not obtain approval of its stockholders to the Plan Amendments within one hundred eighty (180) days from the Effective Date, the Option and the Company’s obligation to issue the RSUs shall immediately terminate. In such event, the Board shall promptly provide to you alternative incentive compensation as it determines to be appropriate and commensurate with your position as Chief Executive Officer, which in the good faith judgment of the Board will be equivalent value to that which could reasonably have been achieved by means of the grant to you of the Option and RSUs described immediately above.

Termination of Employment

Your employment with the Company is “at-will.” This means that either you or the Company can terminate the employment relationship at any time and for any reason, without cause and without prior notice.

Upon any termination of employment for any reason, you will be entitled to payment of all earned but unpaid base salary and unused paid vacation accrued as of the effective date of termination, provided that

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payment will be made consistent with California law, any unreimbursed business expenses authorized by this Agreement will be made no later than thirty (30) days following the effective date of termination and continuation of any employee benefits will be handled as required by applicable law (e.g., COBRA). Except as provided below, you will not be entitled to any additional compensation or benefits hereunder.

If your employment with Company terminates by reason of your death or Disability (as defined below), then then you will be entitled to a lump sum payment equal to twelve (12) months of your then-current base salary (subject to applicable deductions and required tax withholdings) paid in cash on the sixtieth (60th) day following your last day of employment.

If at any time outside the Change of Control Period, (as defined below), either the Company terminates your employment without Cause or you are Constructively Terminated (each as defined below) and you provide an Enforceable Release (as defined below), then you will be entitled to:

(i) a lump sum payment equal to twelve (12) months of your then-current base salary (subject to applicable deductions and required tax withholdings) paid in cash on the sixtieth (60th) day following your last day of employment;

(ii) Benefits Continuation (as defined below) for twelve (12) months beginning in the month after your last day of employment; and

(iii) accelerated vesting in your outstanding Company stock options, stock units and similar equity awards with service-based vesting with respect to that number of shares that would have vested in the ordinary course in the first twelve (12) months after your termination, such vesting to be effective as of your last day of employment.

If at any time during the twelve (12)-month period following the effective date of a Change of Control (the “Change of Control Period”), your employment is terminated by the Company without Cause or you are Constructively Terminated and you provide an Enforceable Release, then you will be entitled to:

(i) a lump sum payment equal to twelve (12) months of your then-current base salary (subject to applicable deductions and required tax withholdings), paid in cash on the sixtieth (60th) day following your last day of employment;

(ii) Benefits Continuation (as defined below) for twelve (12) months beginning in the month after your last day of employment; and

(iii) accelerated vesting in all of your outstanding Company stock options, stock units and similar equity awards with service-based vesting.

Termination of Employment – Defined Terms

For purposes of this letter agreement, “Benefits Continuation” is defined as Company reimbursement of the COBRA premiums for continuation of the Company group health plan coverage for yourself and your eligible dependents that was in effect as of the date of your termination; provided, however, that such reimbursement shall terminate if and to the extent you become eligible to receive group health coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company). Notwithstanding the foregoing, if reimbursement of COBRA premiums hereunder would violate the Patient Protection and Affordable Care Act of 2010, the parties agree to reform this as necessary to comply with said law and the regulations issued thereunder.

For purposes of this letter agreement, a termination of your employment will be for “Cause” if you are terminated for any one or more of the following events, as determined in good faith by the Board: (i) your commission of a criminal offence involving moral turpitude; (ii) your commission of any act of fraud, embezzlement or dishonesty either intended to injure the Company or otherwise having a material detrimental effect on the Company; (iii) in carrying out your duties hereunder (A) gross negligence, (B)

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willful misconduct or (C) failure to comply with a legal directive of the Board that is not cured within thirty (30) days after written notice of such breach; or (iv) your breach of any material provision of this letter agreement, any material Company policy or your Employee Invention and Confidential Information Agreement.

For purposes of this letter agreement, a “Change of Control” is defined as the occurrence of any one or more of the following provided, however, that the Company shall determine under parts (iii) and (iv) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or (iii) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Company common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Company determines shall not be a Change of Control; or (iv) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Company determines shall not be a Change of Control.

For purposes of this letter agreement, a termination of your employment will be a “Constructive Termination” if you resign within sixty (60) days after the occurrence of any one or more of the following events without your consent and the Company fails to cure such event(s) within thirty (30) days after receiving written notice thereof from you: (i) material reduction in your position or responsibilities (other than temporarily in response to physical or mental incapacity), but excluding any change in the reporting line caused by the Company becoming a subsidiary of another public company; (ii) reduction of your base salary in excess of 10%, but excluding any general reduction in base salary that affects all similarly situated executives in substantially the same proportions; or (iii) relocation of your principal worksite more than fifty (50) miles from its then-current location.

For purposes of this letter agreement, “Disability” is defined as an incapacity to perform your duties for one hundred and eighty (180) or more days during any twelve (12)-month period that is due, in the written opinion of a licensed physician mutually acceptable to you and the Company, to a physical or mental illness.

For purposes of this letter agreement, an “Enforceable Release” is defined as an executed release of claims in a form satisfactory to the Company that is irrevocable within sixty (60) days after your termination of employment.

Parachute Limitation

In the event that the benefits provided for in this letter agreement or otherwise payable to you (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your benefits under this letter agreement shall be either (A) delivered, subject to any applicable tax or other withholdings, in full, or (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the

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foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. To the extent required to avoid a violation of Section 409A of the Code, in no event will you or the Company exercise any discretion with respect to the ordering of any such reduction of payments or benefits.

Unless you and the Company otherwise agree in writing, any determination required under the immediately preceding paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the requisite calculations, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. Both the Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph.

Company Policies

In the performance of your duties, you shall comply with all applicable laws, rules and regulations as well as all Company rules, procedures, policies, requirements and directions. Like all Company employees, as a condition of your employment with the Company, you will be required to sign and to be bound by the terms of the Company’s Employee Invention and Confidential Information Agreement, a copy of which is attached to this letter.

You understand and agree that by entering into this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter agreement or the Company’s policies.

Integration; Modification; Severability; Disputes

This letter agreement, your Employee Invention and Confidential Information Agreement and any written Company plans and policies that are referenced in this letter agreement, as such plans and policies may be amended by the Company from time to time, set forth the terms of your employment with the Company on and after the Effective Date, and supersede and replace any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.

No waiver, alteration, or modification, if any, of the provisions of this agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. If any term of this letter agreement is held to be invalid or unenforceable, the remainder of the terms will remain in full force and effect without such provision.

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This agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Except as prohibited by law, any dispute with anyone (including the Company and its employees, officers and directors) relating to your employment by the Company or the termination of such employment will be resolved through binding arbitration in Alameda County, California under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 et seq., and pursuant to California law.

This offer is valid through September 15, 2015. You may indicate your acceptance of this offer by signing the acknowledgment below and returning it to me.

Sincerely,

IDENTIV, INC.
By:	/s/ Gary Kremen
	Gary Kremen, for the Board of Directors
	(Steven Humphreys abstaining)
AGREED AND ACCEPTED:
By:	/s/ Steven Humphreys	9/14/2015
	Steven Humphreys	Date Accepted

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EX-99.1

Exhibit 99.1

Identiv Announces Changes to Executive Team and Board of Directors

FREMONT, Calif., Sept. 10, 2015 – Identiv (NASDAQ: INVE) today announced the following changes to its executive team and board of directors:

• Steven Humphreys has been appointed chief executive officer and remains a member of the board of directors.

• Jason Hart continues to serve as president, and will increase his focus on product innovation, sales and marketing and remains a member of the board of directors.

• James Ousley, a current member of the board of directors, has been appointed independent chairman.

“Over the past two years, Jason and the team have led Identiv’s transformation from a group of disparate small companies to a single well-funded identity technology leader. Our combined management team brings together people with a track record of growth, customer focus, profit, operational excellence and product leadership,” said Steven Humphreys, CEO, Identiv.

“With industry leading products and first class partners to deliver its identity solutions, the company is well positioned to drive the next generation of global premises, enterprise security and everyday items in the marketplace,” said Jason Hart, President, Identiv. “I am thrilled to be working with Steve again, as Identiv continues to utilize its assets and new market position to scale the business and bring innovative solutions to new customers.”

“We believe the deep experience of our board members facilitates strong shareholder representation amidst our progressive business and marketplace,” said Jim Ousley, Chairman, Identiv.

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About Identiv

Identiv is a global security technology company that establishes identity in the connected world, including premises, information, and everyday items. CIOs, CSOs, and product departments rely upon Identiv’s trusted identity solutions to reduce risk, achieve compliance, and protect brand identity. Identiv’s trust solutions are implemented using standards-driven products and technology, such as digital certificates, trusted authentication, mobility, and cloud services. For more information, visit identiv.com.

Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management and can be identified by words such as “anticipates”, “believes”, “plans”, “will”, “intends”, “expects”, and similar references to the future. Any statement that is not a historical fact is a forward-looking statement. Forward-looking statements, including statements relating to the company’s positioning to drive next generation identity management, are subject to a number of risks and uncertainties, many of which are outside our control, which could cause our actual business and operating results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update such statements.

Investor Relations Contacts:

David Isaacs/Leah Polito

Sard Verbinnen & Co

415-618-8750

identiv-IR@sardverb.com

Media Contacts:

Angela Lestar

MSLGROUP

781-684-0770

identiv@mslgroup.com