AMENDED AND RESTATED RETENTION
AND OWNERSHIP
CHANGE EVENT AGREEMENT
This Amended and
Restated Retention and Ownership Change Event Agreement
(“Agreement”) is made effective as of the last date set
forth below by and between Immersion Corporation (the
“Company”) and Clent Richardson
(“Executive”).
Executive and the
Company entered into a Retention and Ownership Change Event
Agreement dated as of April 17, 2008 (the “Original
Agreement”).
The Board and
Executive now wish to amend the Amended Agreement to extend the
time period of certain of the benefits hereunder.
In recognition
thereof, the parties now agree as follows:
1.
Definitions . For purposes of this Agreement:
(a) An
“Ownership Change Event” shall be deemed to have
occurred if any of the following occurs with respect to the
Company:
(i) the
direct or indirect sale or exchange in a single or series of
related transactions by the stockholders of the Company of more
than fifty percent (50%) of the voting stock of the
Company;
(ii) a
merger or consolidation in which the Company is not the controlling
party;
(iii) the
sale, exchange, or transfer of all or substantially all of the
assets of the Company; or
(iv) a
liquidation or dissolution of the Company.
(b)
“Good Reason” means any of the following conditions,
which condition(s) remain(s) in effect thirty (30) days after
written notice to the Board or the Company’s Chief Executive
Officer from Executive of such condition(s):
(i) a
material decrease in Executive’s base salary, other than a
material decrease that applies generally to other executives of the
Company at Executive’s level;
(ii) a
material, adverse change in the Executive’s title, authority,
responsibilities, or duties; or
(iii) the
relocation of the Executive’s work place for the Company to a
location that is more than forty (40) miles distant from
Executive’s present work location for the Company;
or
(iv) the
failure of any successor to the Company to confirm in writing its
assumption of the Company’s obligations under this
Agreement.
(c) a
termination for “Cause” means Executive’s
termination based upon (1) Executive’s theft,
dishonesty, misconduct, breach of fiduciary duty, or falsification
of any Company documents or records; (2) Executive’s
material failure to abide by the Company’s code of conduct or
other policies (including, without limitation, policies relating to
confidentiality and reasonable workplace conduct);
(3) Executive’s unauthorized use, misappropriation,
destruction or diversion of any tangible or intangible asset or
corporate opportunity of the Company (including, without
limitation, Executive’s improper use or disclosure of the
Company’s confidential or proprietary information);
(4) any intentional act by the Executive that has a material
detrimental effect on the Company’s reputation or business;
(5) Executive’s repeated failure or inability to perform
any reasonable assigned duties after written notice from the
Company of, and a reasonable opportunity to cure, such failure or
inability; (6) Executive’s conviction (including any
plea of guilty or nolo contendere) for any criminal act that
impairs Executive’s ability to perform his duties for the
Company.
2.
Termination Without Cause or Resignation for Good Reason .
In the event that Executive is terminated without Cause or resigns
for Good Reason more than three months prior to, or more than one
year after, an Ownership Change Event, and if at that time
Executive signs (and does not revoke) a general release of known
and unknown claims in a form satisfactory to the Company, Executive
will receive the following:
(a) a
lump sum severance payment equivalent to eighteen
(18) months’ base salary at Executive’s final base
salary rate, payable within ten (10) business days following
the effective date of the aforementioned general release of claims;
such severance payment will be subject to applicable withholding;
and
(b) payment
of the premiums necessary to continue Executive’s group
health insurance coverage under COBRA until the earlier of
(i) eighteen (18) months following Executive’s
termination date, or (ii) the date on which Executive first
becomes eligible to obtain other group health insurance coverage;
thereafter, Executive may elect to purchase continued group health
insurance coverage at his own expense in accordance with
COBRA.
3.
Termination Without Cause or Resignation for Good Reason Due to
a Change in Control . In the event that Executive is terminated
without Cause or Executive resigns for Good Reason within three
months of, or within 1 year following, an Ownership Change
Event, and if at that time Executive signs (and does not revoke) a
general release of known and unknown claims in a form satisfactory
to the Company, Executive will receive the following:
(a) a
lump sum severance payment equivalent to twenty-four
(24) months’ base salary at Executive’s final base
salary rate, payable within ten (10) business days following
the effective date of the aforementioned general release of claims;
such severance payment will be subject to applicable
withholding;
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Amended And
Restated Retention And Ownership Change Event Agreement —
April 2009
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Page 2
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(b) payment
of the premiums necessary to continue Executive’s group
health insurance coverage under COBRA until the earlier of
(i) eighteen (18) months fol
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