FORM OF
IMMERSION CORPORATION
RESTRICTED STOCK UNITS AGREEMENT
Immersion
Corporation has granted to the Participant named in the Notice
of Grant of Restricted Stock Units (the “ Grant
Notice ” ) to which this Restricted Stock Units
Agreement (the “ Agreement ” ) is
attached an Award consisting of Restricted Stock Units (the
“ Units ” ) subject to the terms and
conditions set forth in the Grant Notice and this Agreement. The
Award has been granted pursuant to and shall in all respects be
subject to the terms conditions of the Immersion Corporation 2007
Equity Incentive Plan (the “ Plan ” ), as
amended to the Grant Date, the provisions of which are incorporated
herein by reference. By signing the Grant Notice, the Participant:
(a) acknowledges receipt of and represents that the Participant has
read and is familiar with the Grant Notice, this Agreement, the
Plan and a prospectus for the Plan prepared in connection with the
registration with the Securities and Exchange Commission of the
shares issuable pursuant to the Award (the “ Plan
Prospectus ” ), (b) accepts the Award subject to
all of the terms and conditions of the Grant Notice, this Agreement
and the Plan and (c) agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon
any questions arising under the Grant Notice, this Agreement or the
Plan.
1. Definitions and Construction
.
1.1
Definitions . Unless otherwise defined herein,
capitalized terms shall have the meanings assigned in the Grant
Notice or the Plan.
1.2
Construction . Captions and titles contained herein
are for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. Except when
otherwise indicated by the context, the singular shall include the
plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the
context clearly requires otherwise.
All
questions of interpretation concerning the Grant Notice, this
Agreement and the Plan shall be determined by the Committee. All
determinations by the Committee shall be final and binding upon all
persons having an interest in the Award as provided by the Plan.
Any Officer shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, or election
which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to
such matter, right, obligation, or election.
3.1
Grant of Units. On the Grant Date, the Participant shall
acquire, subject to the provisions of this Agreement, the Number of
Restricted Stock Units set forth in the Grant Notice, subject to
adjustment as provided in Section 9. Each Unit represents a
right to receive on a date determined in accordance with the Grant
Notice and this Agreement one (1) share of Stock.
3.2
No Monetary Payment Required. The Participant is not
required to make any monetary payment (other than applicable tax
withholding, if any) as a condition to receiving the Units or
shares of Stock issued upon settlement of the Units, the
consideration for which shall be past services actually rendered
and/or future services to be rendered to a Participating Company or
for its benefit. Notwithstanding the foregoing, if required by
applicable state corporate law, the Participant shall furnish
consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less
than the par value of the shares of Stock issued upon settlement of
the Units.
The
Units shall vest and become Vested Units as provided in the Grant
Notice.
5. Company Reacquisition Right
.
5.1
Grant of Company Reacquisition Right. Except to the extent
otherwise provided in an employment agreement between a
Participating Company and the Participant, in the event that the
Participant’s Service terminates for any reason or no reason,
with or without cause, the Participant shall forfeit and the
Company shall automatically reacquire all Units which are not, as
of the time of such termination, Vested Units (
“Unvested Units” ) , and the
Participant shall not be entitled to any payment therefor (the
“Company Reacquisition Right”
).
5.2
Dividends, Distributions and Adjustments . Upon the
occurrence of a dividend or distribution to the stockholders of the
Company paid in shares of Stock or other property, or any other
adjustment upon a change in the capital structure of the Company as
described in Section 4.4 of the Plan, any and all new,
substituted or additional securities or other property (other than
regular, periodic dividends paid on Stock pursuant to the
Company’s dividend policy) to which the Participant is
entitled by reason of the Participant’s Unvested Units shall
be immediately subject to the Company Reacquisition Right and
included in the terms “Units” and “Unvested
Units” for all purposes of the Company Reacquisition Right
with the same force and effect as the Unvested Units immediately
prior to the dividend, distribution or adjustment, as the case may
be. For purposes of determining the number of Vested Units
following a dividend, distribution or adjustment, credited Service
shall include all Service with any corporation which is a
Participating Company at the time the Service is rendered, whether
or not such corporation is a Participating Company both before and
after any such event.
6. Settlement of the Award
.
6.1
Issuance of Shares of Stock . Subject to the
provisions of Sections 6.3 and 6.4 below, the Company shall
issue to the Participant on the Settlement Date with respect to
each Vested Unit to be settled on such date one (1) share of
Stock. Shares of Stock issued in settlement of Units shall not be
subject to any restriction on transfer other than any such
restriction as may be required pursuant to Section 6.4,
Section 7 or the Company’s Insider Trading
Policy.
6.2
Beneficial Ownership of Shares; Certificate Registration
. The Participant hereby authorizes the Company, in its
sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship
of which the
2
Company has
notice any or all shares acquired by the Participant pursuant to
the settlement of the Award. Except as provided by the preceding
sentence, a certificate for the shares as to which the Award is
settled shall be registered in the name of the Participant, or, if
applicable, in the names of the heirs of the
Participant.
6.3
Postponement of Settlement Date. Notwithstanding the
provisions set forth in Section 6.1, in the event that a
Settlement Date would occur on a date on which a sale by the
Participant of the shares to be issued in settlement of the Units
on such Settlement Date would violate the Insider Trading Policy of
the Company, such Settlement Date shall be postponed until the
first to occur of (a) the next business day on which a sale by
the Participant of such shares would not violate the Insider
Trading Policy; and (b) March 15 th of
the calendar year following the calendar year in which the Vesting
Date occurred.
6.4
Restrictions on Grant of the Award and Issuance of Shares
. The grant of the Award and issuance of shares of Stock
upon settlement of the Award shall be subject to compliance with
all applicable requirements of federal, state or foreign law with
respect to such securities. No shares of Stock may be issued
hereunder if the issuance of such shares would constitute a
violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Stock may then be listed.
The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful
issuance of any shares subject to the Award shall relieve the
Company of any liability in respect of the failure to issue such
shares as to which such requisite authority shall not have been
obtained. As a condition to the settlement of the Award, the
Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the
Company.
6.5
Fractional Shares . The Company shall not be required
to issue fractional shares upon the settlement of the
Award.
7.1
In General. At the time the Grant Notice is executed, or at
any time thereafter as requested by a Participating Company, the
Participant hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees to
make adequate provision for, any sums required to satisfy
the
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