-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4i3t2w018y4gs6mcwTZJx9AynUQWK8KFAeV7lPWz3lTN1e0CCJRGLbZWFl7mpAF vYbaS2ueE9VzhcRYkANB9g== 0000950134-08-021788.txt : 20081208 0000950134-08-021788.hdr.sgml : 20081208 20081208161131 ACCESSION NUMBER: 0000950134-08-021788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMERSION CORP CENTRAL INDEX KEY: 0001058811 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943180138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27969 FILM NUMBER: 081236010 BUSINESS ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084671900 MAIL ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: IMMERSION HUMAN INTERFACE CORP DATE OF NAME CHANGE: 19980602 8-K 1 f50765e8vk.htm FORM 8-K e8vk
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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): December 8, 2008
IMMERSION CORPORATION
(Exact name of registrant as specified in its charter)
 
         
Delaware   000-27969   94-3180138
         
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
incorporation)        
 
801 Fox Lane
San Jose, California 95131
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (408) 467-1900
Not Applicable
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     (c) On December 8, 2008, Immersion Corporation (the “Company”) announced that it has appointed Daniel J. Chavez as Senior Vice President and General Manager of the Company’s Medical Line of Business, effective December 1, 2008. Mr. Chavez, age 51, previously served as interim Senior Vice President and General Manager of the Company’s Medical Line of Business since August 2008. From January 2007 to July 2008, Mr. Chavez was a health information technology consultant focused on business planning, strategic alliance development, product management and marketing. From September 2001 to December 2006, Mr. Chavez held various positions at Availity, LLC, a healthcare transactions and professional services company, including Senior Vice President, Operations, Vice President, Operations and Vice President, Business Development. Prior to September 2001, Mr. Chavez held positions with Emstat Corporation, Computer Sciences Corporation, Stellcom Technologies, Inc., Science Applications International Corporation, GTE Corporation and IBM Corporation. Mr. Chavez holds a M.B.A. from Stanford University, and B.A. in Economics from San Jose State University.
     (e) In connection with the appointment of Mr. Chavez, the Company has entered into an offer of employment with Mr. Chavez (the “Offer Letter”) dated November 25, 2008. Pursuant to the Offer Letter, Mr. Chavez will be employed as Senior Vice President and General Manager of the Company’s Medical Line of Business at salary of $245,000 per annum, and will receive a sign on bonus in the amount of $25,000 to be paid within his first week of employment; this bonus must be reimbursed on a pro rata basis to the Company in the event Mr. Chavez voluntarily terminates his employment prior to December 1, 2009. Upon approval by the Company’s Board of Directors, Mr. Chavez will be eligible to participate in the Company’s 2009 executive bonus plan with a target annual bonus amount of $147,000. Mr. Chavez is also eligible for one year of relocation assistance, including tax grossed-up payment of moving costs, fees related to closing costs, up to 60 days of temporary housing, travel expenses for two house hunting trips and a $15,000 discretionary move bonus for incidental costs. In the event that Mr. Chavez terminates his employment with the Company within the first year of his actual move date, Mr. Chavez will be required to repay all or part of these relocation payments. Mr. Chavez will be granted an option to purchase 175,000 shares of common stock of the Company pursuant to the Company’s 2008 Employment Inducement Award Plan (the “Option”). The Option will vest over four years at the rate of 25% on the one year anniversary of the commencement of employment, and thereafter in equal monthly installments at the rate of 1/48th per month over the remaining 36 months. A copy of the Offer Letter is attached hereto as Exhibit 99.1.
     The Company has also entered into an indemnification agreement with Mr. Chavez in form and substance substantially as previously filed by the Company as an exhibit to its annual report on Form 10-K filed with the Securities and Exchange Commission.
     The Company has also entered into a retention and ownership change event agreement (the “Retention Agreement”) with Mr. Chavez in form attached hereto as Exhibit 99.2. The Retention Agreement provides for the payment of severance and health insurance premiums upon the occurrence of certain events. In the event that his employment with the Company is

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terminated by the Company without cause, Mr. Chavez will be entitled to receive a lump sum severance payment equal to 6 months base salary and payments of health insurance premiums for the earlier of 6 months or the date on which Mr. Chavez first becomes eligible to obtain other group health insurance coverage. In the event that Mr. Chavez’s employment with the Company is terminated by the Company without cause, or is terminated by him with good reason, in either case, in connection with an ownership change event of the Company, then Mr. Chavez will also be entitled to receive a lump sum severance payment equal to 12 months base salary and payments of health insurance premiums for the earlier of 12 months or the date on which Mr. Chavez first becomes eligible to obtain other group health insurance coverage. Payment of the foregoing benefits will be conditioned upon Mr. Chavez’s execution of a general release of claims.
     A copy of the press release dated December 8, 2008 announcing Mr. Chavez’s appointment is attached hereto as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
         
Exhibit No.   Description
       
 
  99.1    
Offer Letter dated November 25, 2008 by and between Immersion Corporation and Daniel J. Chavez
       
 
  99.2    
Retention and Ownership Change Event Agreement dated December 4, 2008 by and between Immersion Corporation and Daniel J. Chavez
       
 
  99.3    
Press Release dated December 8, 2008 regarding the appointment of Daniel J. Chavez as Senior Vice President and General Manager of Immersion’s Medical Line of Business

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     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: December 8, 2008 IMMERSION CORPORATION
 
 
  By:   /s/ Stephen M. Ambler    
    Stephen M. Ambler   
    Chief Financial Officer and Vice President, Finance   
 

 


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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Offer Letter dated November 25, 2008 by and between Immersion Corporation and Daniel J. Chavez
       
 
  99.2    
Retention and Ownership Change Event Agreement dated December 4, 2008 by and between Immersion Corporation and Daniel J. Chavez
       
 
  99.3    
Press Release dated December 8, 2008 regarding the appointment of Daniel J. Chavez as Senior Vice President and General Manager of Immersion’s Medical Line of Business

 

EX-99.1 2 f50765exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
[IMMERSION LETTERHEAD]
November 25, 2008
Dan Chavez
157 North River Drive
St Augustine, FL 32095
RE:   Employment with Immersion Corporation
Dear Dan:
     This offer supersedes the previous offer dated November 17, 2008.
     Immersion Corporation (the “Company” or “Immersion”) is pleased to present this offer for the position of Senior Vice President & General Manager, Immersion, Medical Line of Business, on the terms set forth in this agreement, effective upon your acceptance by execution of a counterpart copy of this letter where indicated below.
     Reporting Duties and Responsibilities. In this position, you will report to the Company’s President and CEO, Clent Richardson.
Salary and Benefits. Your initial base salary will be $245,000.00 annually, payable in accordance with the Company’s customary payroll practice, which is bi-weekly. This offer is for a full-time, salaried, exempt position. In addition, you will receive a sign on bonus in the amount of $25,000.00 to be paid within your first week of employment. Should you leave voluntarily within your first year of employment with Immersion, the sign on bonus will be required to be repaid on a prorated basis. Your performance will be reviewed in January 2010 during our Company’s focal review process, and annually thereafter, at which time you may receive an annual merit increase.
Further, upon approval by the Company’s Board of Directors (the “Board”), you will be eligible for a bonus in accordance with the Company’s 2009 Executive Incentive Plan of up to 60% of your salary. Details of the bonus plan will be communicated to you during the implementation in January 2009.
Additionally, the company will offer you the following relocation assistance:
  §   Movement of household goods – tax grossed-up
 
  §   Reimbursement of closing costs on the sale of your home (commission & related closing costs) and on the purchase of your new home in the Gaithersburg area. – tax grossed-up

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  §   Temporary housing up to 60 days – tax grossed-up
 
  §   Two (2) house hunting trips for you and your spouse, up to two (2) nights a piece
 
  §   A $15,000 discretionary move bonus to cover incidentals – tax grossed-up
 
  §   This relocation program will expire on December 1, 2009; all or part is recoverable within the first year of the actual move date, if you leave Immersion.
     Stock Options. Subject to the approval of the Board, the Company will grant you an option to purchase 175,000 shares of the Company’s Common Stock pursuant to the Company’s 2008 Employment Inducement Award Plan and standard stock option agreement in effect at that time. All shares of stock subject to your option will have an exercise price equal to the fair market value of the Company’s Common Stock at the date of grant. So long as you remain employed by the Company, your option will become exercisable over a four-year period with 25% of the shares vesting at the end of your first twelve months of service, and an additional 2.083% vesting at the end of each month thereafter.
     Change of Control Benefits. Subject to the approval of the Compensation Committee of the Board, the Company will enter into the Retention and Ownership Change Event Agreement, enclosed.
     Confidential Information. As an employee of the Company, you will have access to certain Company confidential information and you may during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interest of the Company, you will need to sign the Company’s standard “Employee Inventions and Confidentiality Agreement” as a condition of your employment. A copy of the agreement is attached for your review. We wish to impress upon you that we do not wish you to bring with you any confidential or proprietary material of any former employer or to violate any other obligation to your former employers.
     At-Will Employment. While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason at any time. Any statements or representations to the contrary (and indeed, any statements contradicting any provision in this letter) are ineffective. Further, your participation in any stock option or benefit program is not an assurance of continued employment for any particular period of time.
     Authorization to Work. The Immigration Reform and Control Act of 1986 requires you, within three business days of hire, to present documentation demonstrating that you have authorization to work in the United States. Acceptable documentation is shown on the enclosed form titled Employment Eligibility Verification (Form I-9). Please bring this form, along with the appropriate documentation, to the new employee orientation on your first day of employment. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, please contact our Human Resources department.
     Term of Offer. This offer will remain open until close of business on November 25, 2008. If you decide to accept our offer, and we hope that you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Upon your signature below, this

 


 

agreement and the other agreements referenced herein will become our binding agreement with respect to the subject matter of this letter (although the Retention and Ownership Change Event Agreement and eligibility for the Company’s Executive Incentive Plan will only become effective as described above), superseding in their entirety all other or prior agreements by you with the Company as to the specific subjects addressed in this letter. This agreement will be binding upon and inure to the benefit of our respective successors and assigns, and heirs, administrators and executors, will be governed by California law, and may only be amended in a writing signed by you and an authorized officer of the Company.
     Start Date. This offer is made with the understanding that you will start employment with Immersion on December 1, 2008. For purposes of this Agreement, the term “start date” shall mean the day on which you commence employment with the Company.
     We are excited and pleased to have you join the Immersion team in this exciting role and we look forward to a mutually beneficial working relationship.
Sincerely,
         
/s/ Clent Richardson
 
Clent Richardson
President & CEO
  /s/ Janice Passarello
 
Janice Passarello
Vice President, Human Resources
   
 
       
AGREED AND ACCEPTED
       
 
       
X /s/ Daniel J. Chavez
 
Daniel J. Chavez
  November 26, 2008
 
Date
   

 

EX-99.2 3 f50765exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
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 Daniel J. Chavez (“Executive”).
RECITALS
     In order to make available compensation pursuant to this Agreement that will not be subject to taxation under Section 409A (as defined below), Executive and the Board of Directors of the Company (the “Board”) have determined that it is in the best interests of the Company and Executive to offer the Retention and Ownership Change Event Agreement by and between the Company and Executive. The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A, and the provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement.
     The Board has determined that it is in the best interests of the Company to assure that the Company will have the continued dedication and service of the Executive, notwithstanding the possibility or occurrence of a Change in Control (as defined below) of the Company.
AGREEMENT
     In recognition thereof, the parties now agree as follows:
  1.   Definitions. For purposes of this Agreement:
  (a)   “Change in Control” means the occurrence of any of the following:
                    (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of the Company’s Board of Directors; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) an acquisition by any such person who on the effective date of such transaction is the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, including, without limitation, a public offering of securities, (3) any acquisition by the Company, (4) any acquisition by a trustee or other fiduciary under an employee benefit plan of the Company or

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(5) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or
                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 1(c)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or
                    (iii) a liquidation or dissolution of the Company;
provided, however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 1(a) in which a majority of the members of the Board of Directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of incumbent members. Notwithstanding the foregoing, to the extent that any amount that constitutes deferred compensation subject to and not exempted from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
          (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;
provided, that such written notice must be given within thirty (30) days following the first occurrence of any of the good reason conditions set forth in this subsection (b) and the Executive’s resignation must occur within six (6) months following the first occurrence of the good reason condition.
          (c) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of

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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 a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).
          (d) 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 her duties for the Company.
          (e) “Separation from Service” shall have the meaning determined by Treasury Regulations issued pursuant to Section 409A.
     2. Termination Without Cause. In the event that the Company or its successor terminates Executive’s employment without Cause and Executive is not entitled to receive the severance pay and benefits described in Section 3 below, Executive will be entitled to receive the following payment and benefits, provided that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked:
          (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and
          (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s group health insurance coverage under COBRA until the earlier of (i) six (6) 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 her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.
     In the event that a Change in Control constituting a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “Section 409A Change in Control Event”)

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occurs on or before the ninetieth (90th) day following a date on which Executive experiences a termination of employment in connection with which Executive is entitled to receive the payment provided by Section 2(a), Executive will be entitled to receive the following additional payment and benefits:
          (c) payment on the sixtieth (60th) day following the Section 409A Change in Control Event of an amount equal to six (6) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and
          (d) commencing with the seventh (7th) month following Executive’s termination of employment, payment of the premiums necessary to continue Executive’s group health insurance coverage under COBRA until the earlier of (i) twelve (12) 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 her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.
     3. Termination Without Cause or Resignation for Good Reason Due to a Change in Control. In the event that, within one (1) year following a Change in Control, the Company or its successor terminates Executive’s employment without Cause or Executive resigns for Good Reason, Executive will be entitled to receive the following payment and benefits, provide that prior to the sixtieth (60th) day following the date of such termination Executive has signed a general release of known and unknown claims of known and unknown claims in a form satisfactory to the Company, and the period for revocation has lapsed without the general release having been revoked:
          (a) payment in a lump sum on the sixtieth (60th) day following Executive’s termination of employment of an amount equal to twelve (12) months’ base salary at Executive’s final base salary rate, subject to applicable withholding; and
          (b) commencing on the sixtieth (60th) day following Executive’s termination of employment, payment of the premiums (including reimbursement to Executive of any such premiums paid by Executive during such sixty (60) day period) necessary to continue Executive’s group health insurance coverage under COBRA until the earlier of (i) twelve (12) 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 her own expense in accordance with COBRA. Notwithstanding the foregoing, payment of such premiums shall not commence unless and until Executive has incurred a Separation from Service.
     4. Voluntary Termination. In the event that Executive resigns from her employment with the Company at any time (other than a resignation for Good Reason during the period covered by Section 3), or in the event that Executive’s employment terminates at any time as a result of her death or disability (meaning Executive is unable to perform her duties for any consecutive six (6) month period, with or without reasonable accommodation, as a result of a physical and/or mental impairment), Executive will be entitled to no compensation or benefits

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from the Company other than those earned through the date of Executive’s termination. Executive agrees that if she resigns from her employment with the Company, she will provide the Company with 20 calendar days’ written notice of such resignation. The Company may, in its sole discretion, elect to waive all or any part of such notice period and accept the Executive’s resignation at an earlier date.
     5. Termination for Cause. If Executive’s employment is terminated by the Company at any time for Cause as defined above in paragraph 1, Executive will be entitled to no compensation or benefits from the Company other than those earned through the date of her termination for Cause.
     6. Compliance With Section 409A.
          (a) Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to Section 2 or Section 3 of the Agreement which constitutes a “deferral of compensation” within the meaning of Treasury Regulations promulgated pursuant to Section 409A (the “Section 409A Regulations”) shall be paid unless and until Executive has incurred a Separation from Service. Furthermore, to the extent that Executive is a “specified employee” of the Company as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Employee’s separation from service shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.
          (b) The parties intend that the payments and benefits provided to Executive pursuant to this Agreement be paid in compliance with Section 409A so that no excise tax is incurred under Section 409A. To the extent permitted by Section 409A and the Section 409A Regulations, the parties agree to modify this Agreement, the timing (but not the amount(s)) of the payments or benefits provided herein, or both, to the extent necessary to comply with Section 409A.
     7. At-Will Employment. Notwithstanding anything contained in this Agreement, the parties acknowledge and agree that Executive’s employment with the Company is and shall continue to be “at-will.”
     8. Dispute Resolution. In the event of any dispute or claim between the parties, including any claims relating to or arising out of this Agreement or the termination of Executive’s employment with the Company for any reason, Executive and the Company agree that all such disputes shall be fully resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) in Santa Clara County, under the AAA’s National Rules for the Resolution of Employment Disputes then in effect, which are available online at the AAA’s website at www.adr.org. Executive and the Company each acknowledge and agree that they are waiving their respective rights to have any such disputes or claims tried by a judge or jury.

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     9. Notices. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when received if mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Executive, mailed notices shall be addressed to the Executive at the home address which the Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Executive Officer.
     10. Successors.
          (a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or purchase of all or substantially all of the Company’s business and/or assets) shall assume the Company’s obligations under this Agreement in writing and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.
          (b) Executive’s Successors. Without the written consent of the Company, the Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
     11. Miscellaneous Provisions.
          (a) No Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Executive may receive from any other source.
          (b) Modification/Waiver. No provision of this Agreement may be amended, modified, waived or discharged unless the amendment, modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
          (c) Integration. This Agreement constitutes the entire agreement and understanding between the parties regarding Executive’s retention and severance benefits, and it supersedes all prior or contemporaneous agreements, whether written or oral, regarding that subject matter, including the Prior Agreement.
          (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

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          (e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
          (f) Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.
          (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
THE PARTIES SIGNING BELOW HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND AND AGREE TO EACH AND EVERY PROVISION CONTAINED HEREIN.
                     
Dated:
   4 December 2008        /s/ Daniel   J. Chavez    
                 
            Daniel J. Chavez    
 
                   
            Immersion Corporation    
 
                   
Dated:
   4 December 2008       By:    /s/ S.M. Ambler    
 
 
 
         
 
   
 
          Its:    CFO/VP Finance    
 
             
 
   

7

EX-99.3 4 f50765exv99w3.htm EX-99.3 exv99w3
Exhibit 99.3
Investor Contact:
The Blueshirt Group
Jennifer Jarman
+1 415.217.7722
jennifer@blueshirtgroup.com
Daniel Chavez Named Senior Vice President and General
Manager of Immersion’s Medical Line of Business
SAN JOSE, Calif., Dec. 8, 2008 (BUSINESS WIRE) — Immersion Corporation (NASDAQ: IMMR), the leading developer and licensor of touch feedback technology (http://www.immersion.com/corporate/), today announced that Daniel Chavez has been named senior vice president and general manager of Immersion’s Medical line of business.
“Dan has proven to be a first-class general manager and team leader with a very strong customer focus,” said Clent Richardson, Immersion president and CEO. “He demonstrates a keen ability to assess business situations, organize resources, and lead his team to achieve positive results. Further, he has extensive experience with top-tier medical and healthcare companies as well as a broad network of relationships. His background, knowledge, and leadership are keys to capturing the significant global opportunities we have in the medical education and training markets.”
Dan Chavez has been interim general manager of Immersion’s medical line of business since August. He has over 25 years of general management, sales, and marketing experience in the healthcare information technology (HIT) industry. Before joining Immersion, he was an HIT industry consultant focused on business planning, strategic alliance development, product management, and marketing. As senior vice president of Operations for Availity LLC, he took the company from start up to $35 million in revenue, bringing it recognition as the fastest organically grown eHealth enterprise in the country. For Science Applications International Corporation (SAIC), he established the Commercial Health Systems Operation and served as its vice president and general manager. He holds a Bachelor of Arts degree in Economics from San Jose State University and an MBA from the Stanford Graduate School of Business.
“Immersion’s solutions are revolutionizing the fields of medical simulation and education,” said Chavez. “I am intently focused on building and expanding Immersion’s Medical line of business globally.”
About Immersion Medical, Inc. (www.immersionmedical.com)
Immersion Medical, Inc. designs, manufactures, and markets computer-based surgical simulation training systems (http://www.immersion.com/medical/surgical_sim.php) worldwide. The medical and surgical simulators integrate proprietary computer software and tactile feedback robotics to create highly realistic medical simulations that help train

 


 

clinicians. The company’s key product lines are the Virtual IV system, Endoscopy AccuTouch(R) simulator, CathLabVR(TM) surgical simulator, and LaparoscopyVR(TM) surgical simulation system.
About Immersion (www.immersion.com)
Founded in 1993, Immersion Corporation is the recognized leader in developing, licensing, and marketing digital touch technology and products. Using Immersion’s advanced touch feedback technology (http://www.immersion.com/corporate/products/), electronic user interfaces are more compelling, entertaining, and in many applications, safer and more productive. Immersion’s technology has helped manufacturers develop innovative and creative solutions for products such as hundreds of video games and leading video console gaming systems, medical training simulators installed around the world, driver controls for automotive manufacturers, and mobile phones, such as those from LG and Samsung. Immersion’s patent portfolio includes over 700 issued or pending patents in the U.S. and other countries.
Forward-Looking Statements
This press release contains “forward-looking statements” that involve risks and uncertainties as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Immersion Corporation and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements.
All statements, other than the statements of historical fact, are statements that may be deemed forward-looking statements, including any statements of the plans, strategies, and objectives of management for future operations; any statements concerning consumer or market acceptance of simulator products for medical education and training; any statements regarding future financial performance; and statements of belief or assumptions underlying any of the foregoing. Immersion’s actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Immersion’s business, which include but are not limited to delay in or failure to achieve commercial demand for Immersion’s expanded technology offerings; a delay in or failure to achieve the acceptance of force feedback as a critical user experience in the medical education and training markets; and risks and uncertainties associated with ongoing and prospective litigation.
For a more detailed discussion of these factors and other factors that could cause Immersion’s actual results to vary materially, interested parties should review the risk factors listed in Immersion’s most current Form 10-Q, which is on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect Immersion’s beliefs and predictions as of the date of this release. Immersion disclaims any obligation to update these forward-looking statements as a result of financial, business, or any other developments occurring after the date of this release.
Immersion, the Immersion logo, AccuTouch, CathLabVR, and LaparoscopyVR are trademarks of Immersion Corporation in the United States and other countries. All other trademarks are the property of their respective owners.

 

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