RESIGNATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS
1. Victor
Viegas (“Executive”) is employed by Immersion
Corporation (the “Company”) as its President and Chief
Executive Officer. Executive and the Company are parties to an
Amended and Restated Employment Agreement of December 1, 2007
(the “Employment Agreement”). Executive has now decided
to resign from his employment with the Company. It is the
Company’s desire to provide Executive with certain benefits
that he would not otherwise be entitled to receive upon his
resignation and to resolve any claims that Executive has or may
have against the Company. Accordingly, Executive and the Company
agree as set forth below. This Agreement will become effective on
the eighth day after it is signed by Executive (the
“Effective Date”), provided that Executive has not
revoked this Agreement (by email notice to LPeter@immersion.com)
prior to that date.
2.
(a) Except as provided in the second sentence of this
Paragraph, Executive hereby resigns from his employment, and from
any positions that he holds as an officer or manager, with the
Company and any positions that he holds as an officer, manager or
director with respect to any of its subsidiaries, with all such
resignations effective as of April 28, 2008 (the
“Resignation Date”). Executive and the Company agree
that following the Resignation Date, Executive shall remain the
Chairman and a member of the Company’s Board of Directors
(the “Board”). (b) Upon the Company’s
request, Executive shall execute any documents reasonably required
to give effect to any of the resignations described in the first
sentence of this Paragraph.
3. During the
period between the Resignation Date and May 30, 2008,
Executive will make himself available to assist the Company’s
new Chief Executive Officer in any manner requested by the Company
or the new Chief Executive Officer, including, the orderly
transition of Executive’s duties, the transfer of information
relevant to the Company’s business and/or customers, and
attendance at Company or customer meetings.
4. The Company
will provide Executive with the following after the Effective
Date:
(a) Subject
to Executive’s compliance with Sections 2(b), 3, 8, 9
and 10 of this Agreement, during the period between the Resignation
Date and May 30, 2009, the Company will continue to pay
Executive his base salary at his final base salary rate as of the
Resignation Date; such salary continuation payments will be made in
equal monthly installments on or about the 15th day of each month,
and will be subject to applicable withholding;
(b) Subject
to Executive’s compliance with Sections 2(b), 3, 8, 9
and 10 of this Agreement, in the event that Executive elects to
obtain continued group health insurance coverage in accordance with
federal law (COBRA) following the Resignation Date, the
Company will pay the premiums for such coverage through the earlier
of May 30, 2009, or the date on which Executive first obtains
other group health insurance coverage; thereafter, Executive may
elect to purchase continued group health insurance coverage at his
own expense in accordance with COBRA;
(c) during
the period in which he continues to serve as a member of the Board,
Executive will be allowed to retain and/or continue to use, so long
as such use is reasonable and
1
appropriate,
(i) the laptop personal computer previously provided to
Executive by the Company, (ii) Executive’s Company email
address, and (iii) Executive’s Company telephone
extension;
(d) during
the period in which he continues to serve as a member of the Board,
Executive will be entitled to receive the accelerated stock option
vesting described in Section 7(a) of the Employment Agreement upon
a “Change of Control” (as that term is defined in
Section 8 of the Employment Agreement);
(e) with
respect to any unvested stock options previously granted to
Executive by the Company, all such options will continue vesting
during the period in which Executive continues to serve as a member
of the Board; Executive’s unvested stock options will stop
vesting on the date that he ceases to serve as a member of the
Board, and Executive shall have a period of six months following
the date on which he ceases to serve as a member of the Board (but
in no event beyond the term of the applicable option) in which to
exercise his right to purchase any of his vested stock options;
except as modified by this subparagraph and subparagraph (d),
Executive’s Company stock options shall continue to be
subject to the terms and conditions of the applicable stock option
plans and agreements, which agreements, as amended herein, shall
remain in full force and effect notwithstanding any other term of
this Agreement to the contrary; and
(f) to
the extent that other Company executives earn incentive payments
under such plans for FY 2008, Executive will be paid a prorated
incentive payment under his FY 2008 Executive Incentive Plan (the
“Plan”); such incentive payment will be calculated in
accordance with the terms of the Plan, will be prorated based upon
the number of days Executive is employed by the Company during FY
2008, and will be paid to Executive at the same time that such
incentive payments are paid to other Company executives.
Upon receipt by
Executive of his regular pay check for the pay period ending on the
Resignation Date together with payment for
vacation time, Executive acknowledges that he has been paid all
wages and accrued, unused vacation/paid time off that
Exe
|
