-----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, RLseX4F3VZUp0UyQApet3+FspzVSRsFSFdp7vFG8Z4DPOu/4iuqy8ksJwq6A/QI0 k+nM3rlPjcXjy9UkV9eYIQ== 0001157523-06-003201.txt : 20060331 0001157523-06-003201.hdr.sgml : 20060331 20060331172332 ACCESSION NUMBER: 0001157523-06-003201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060327 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 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: 06730114 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 a5114048.txt IMMERSION CORP. 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): March 27, 2006 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ---------------------- Delaware 000-27969 94-3180138 - ------------------------------- --------------- ------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) ---------------------- 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: [ ] 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 1.01 Entry into a Material Definitive Agreement. Michael Zuckerman, formerly the Company's Senior Vice President and General Manager of the Industrial Group, agreed on March 27, 2006, to be the Senior Vice President and General Manager of the 3D Business Group (the "3D Group") for Immersion Corporation, a Delaware corporation (the "Company"). In his new position, Mr. Zuckerman will receive an annual salary of $200,000 and be entitled to quarterly bonuses calculated as a percentage of the operating profit of the 3D Group. In addition, in the event that Mr. Zuckerman is terminated from this position without cause, Mr. Zuckerman is entitled to (i) twelve months of continued salary, at the end current salary rate, (ii) twelve months of additional vesting on his stock options, and (iii) provided that Mr. Zuckerman elects to purchase group health insurance in accordance with federal law ("COBRA"), the Company shall pay the premiums for such COBRA coverage for twelve months. A copy of Mr. Zuckerman's offer letter is attached hereto as Exhibit 10.63. A copy of Mr. Zuckerman's Variable Compensation Plan is attached hereto as Exhibit 10.64. Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Exhibit Title or Description -------------- ------------------------------------------------------- 10.63 Offer letter between the Company and Mr. Zuckerman dated March 27, 2006. 10.64 Variable Compensation Plan dated March 27, 2006 by and between Immersion Corporation and Michael Zuckerman. 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. IMMERSION CORPORATION Date: March 31, 2006 By: /s/ Stephen M. Ambler ----------------------------------- Stephen M. Ambler Chief Financial Officer and Vice President, Finance EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 10.63 Offer letter between the Company and Mr. Zuckerman dated March 27, 2006 10.64 Variable Compensation Plan dated March 27, 2006 by and between Immersion Corporation and Michael Zuckerman. EX-10.63 2 a5114048ex10_63.txt EXHIBIT 10.63 Exhibit 10.63 March 21, 2006 Michael Zuckerman 195 North California Ave Palo Alto, CA 94301 RE: Employment with Immersion Corporation Dear Mike: Immersion Corporation (the "Company" or "Immersion") is pleased to present this offer for the position of Senior Vice President and General Manager of the 3D Business Group, 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 would report to Victor Viegas, CEO and President of Immersion Corporation. Salary and Benefits. The initial base salary would be $200,000 annually, payable in accordance with the Company's customary payroll practice, which is bi-weekly. The offer would be for a full time, salaried, exempt position, located at the offices of the Company, except for travel to other locations that may be necessary to fulfill your responsibilities. Your performance will be reviewed in January 2007 during our company's focal review process, and annually thereafter, that will be based on an achievement of a number of revenue and profit margin targets, and you would also receive the Company's standard employee benefits package. You will be eligible to participate in our variable compensation program. Stock Options: All existing option agreements will remain in place in accordance with the associated terms and conditions. All Options, to the extent unexercised and exercisable by the Employee on the date on which the Employee's employment is terminated without Cause, may be exercised by Employee within six (6) months after the Employee's employment is terminated but in any event no later than the option expiration date as set forth in the Company's Plan. Confidential Information. As an employee of the Company, you would have access to certain Company confidential information and you may during the course of your employment, develop certain information or inventions that would be the property of the Company. To protect the interest of the Company, you would 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 would expect a long and profitable relationship, you would 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) should be regarded by you as ineffective. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Termination With Cause: The Company reserves the right to discharge employees for good cause. The following conduct, acts, or omissions are the only event that constitute Cause under this paragraph, and may result in the termination of employment: >> Failure to accept orders or perform tasks to the satisfaction of a manager >> Violation of policy, Code of Ethics, security >> Failure to report hazardous conditions, neglect of duties, or unlawful acts against the company, its employees, clients or vendors >> Damage, destruction or loss of company property and theft >> Release or disclosure of company confidential proprietary, or trade secret information, omission, misrepresentation, or falsification of employment or other data >> Diversion or attempted diversion of company potential or current business to other entities >> Possession or use of illegal or unauthorized controlled substances during working hours or in company facilities at any time Termination Without Cause: The termination of Employee's employment by the Company for any reason other than (i) for Cause, or (ii) for Employee's death or permanent disability shall constitute a "Termination Without Cause." In the event of a Termination Without Cause, Employee shall be entitled to the following separation benefits provided that Employee executes a general release of all known and unknown claims against the Company in a form acceptable to the Company: 1. Continued payment of Employee's salary at his final Base Salary rate, less applicable withholding, for twelve (12) months following his termination; 2. As of Employee's termination of employment, he will be entitled to elect to purchase group health insurance coverage in accordance with federal law (COBRA). If Employee timely elects COBRA coverage, the Company shall pay the premiums for Employee's COBRA coverage for the following twelve (12) month period. Thereafter, Employee may elect to purchase COBRA coverage at his own expense; and 3. As of Employee's termination date, the Employee shall immediately vest an additional twelve (12) months of his then unvested Company stock and Options. Term of Offer: This offer will remain open until close of business on March 29, 2006. 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 will become our binding agreement with respect to the subject matter of this letter, superseding in their entirety all other or prior agreements by you with the Company as to the specific subjects of this letter, and 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 writing signed by you and the Company. Sincerely, /s/ Victor Viegas /s/ Tino Silva - ----------------------------- ----------------------------- Victor Viegas Tino Silva President/CEO Director of Human Resources Agreed and Accepted: /s/ Michael Zuckerman Date: 3/37/2006 - ----------------------------- ----------------------- Mike Zuckerman EX-10.64 3 a5114048ex10_64.txt EXHIBIT 10.64 Exhibit 10.64 IMMERSION FY2006 Variable Compensation Plan Mike Zuckerman OBJECTIVES - ---------- The specific aim of the 2006 Variable Compensation Plan is to focus Sales and Business Development on Immersion's revenue, operating profit, gross margin goals and business objectives, and to reward achievement of those goals. ELIGIBILITY - ----------- In addition to your base salary, you are eligible to receive quarterly payments under Immersion's 2006 Variable Compensation Plan as set out in the attached document titled Attachment A. Eligibility will be subject to the review and approval of the Director of Human Resources and both the CFO and CEO. The terms and conditions of this Compensation Plan will supersede all prior Variable Compensation Plans with respect to the subject matter herein. COMMISSION ADMINISTRATION - ------------------------- The terms and conditions of this plan are effective from the beginning to the end of the fiscal year. Immersion may cancel, suspend or revise these terms and conditions for any reason at any time. Payments will be made as payroll checks and will be subject to the usual mandatory withholding of federal and state income and employment taxes. All variable compensation payments will be paid approximately 45 days after the end of each quarter, once the revenues have been finalized, the earnings have been announced for that quarter, and synchronized with the next payroll period. Nothing in this plan shall in any way diminish or limit the Company's right to terminate the employment of any participant, at-will, at any time. All employees of the company are employed on an "at-will" basis, which means that either the employee or the company may terminate the relationship at any time with the understanding that neither party has the obligation to base that decision on any reason other than their intent not to continue the employment relationship. For purposes of these plans, if for any reason the participant's employment with Immersion terminates, the last day of work is defined as the last day on which work duties are actually performed by the participant. Specifically excluded from eligibility for commission determinations are all periods of pay in lieu of notice, severance, or any other post-termination benefits or compensation period. EXECUTIVE'S DISCRETION - ---------------------- The terms of the Variable Compensation Plan (VCP) do not form part of any employee's contract of employment and no employee will have or become entitled to any rights or damages or other compensation during or on the termination of their employment in respect of the loss or alteration of any rights or expectations they may have under this plan at any time. All VCP payments are at the discretion of the executive staff, and the provisions of this plan can be changed at any time, for any reason, including termination of the plan. VARIABLE COMPENSATION PLAN DEFINITIONS - -------------------------------------- Revenue is defined as sales that are recognizable by Immersion for the quarterly period as reported in the quarterly audited financial statements. It is not cash-in. Development contracts are usually recognized on a percentage complete basis. Extended warranties and software maintenance contracts are usually recognized over the life of the contract. Cost of Goods Sold is the direct and allocated indirect production costs of producing goods and services. Gross Margin (GM) is determined by subtracting the Cost of Goods Sold (COGS) from the actual sale price of the product. The net result is the GM. Operating Profit (Loss) is Business Unit Operating Profit (Loss) less corporate support costs, litigation expenses, intangible amortization and stock based charges. Business Unit Operating Profit (Loss) can be defined as the revenue less departmental cost of goods sold and direct operating expenses for a business unit. Direct operating expenses are the expenses directly charged to a business unit including all allocated departmental expenses. MBO's can be defined as business objectives with specific milestones which must be completed, in strict accordance with the stated terms and conditions associated with each MBO, to the satisfaction of the GM, CFO and CEO. /s/ Michael Zuckerman 3/27/2006 - ----------------------------- ------------------------ Name Date /s/ Michael Zuckerman 3/27/2006 - ----------------------------- ------------------------ Business Unit Vice President Date /s/ Stephen Ambler 3/27/2006 - ----------------------------- ------------------------ CFO Date /s/ Victor Viegas 3/27/2006 - ----------------------------- ------------------------ CEO Date /s/ Tino Silva 3/27/2006 - ----------------------------- ------------------------ Director of Human Resources Date Attachment A VARIABLE COMPENSATION PLAN DESIGN Summary: Your commissions are paid based on actual business unit operating profit for the business segment of the company under your management. There is no cap or limit on how much commission can be earned. Commissions will be paid quarterly as follows: Quarterly Gross Commissions - --------------------------- Quarterly Gross Commission (QGC) will be calculated based on 2006 Year-To-Date (YTD) Business Unit Operating Profit PRIOR to any accrual or expense deduction for your 2006 commission. The Business Unit Operating Profit prior to any accrual or expense deduction for your 2006 commission is multiplied by the Variable Compensation Rate as set out below to calculate the Year-To-Date Payable Amount. The actual payment for the quarter will be this Year-to-Date Payable Amount less all sums paid in previous quarters, if any. Q1 Plan - Relates to 3D, 3Di and Automotive Businesses combined - --------------------------------------------------------------- Business Unit Operating Profit Variable Compensation Rate (VCR) - ------------------------------ -------------------------------- Tier 1 $0 to $466,000 2.15% Tier 2 > $466,000 3.0% Q2 - Q4 Plan - Relates to 3D and 3Di Businesses combined (excludes Auto) - ------------------------------------------------------------------------ Cumulative Q2 - Q4 Business Unit - -------------------------------- Operating Profit Variable Compensation Rate (VCR) - ---------------- -------------------------------- Tier 1 $0 to $1,138,000 3.96% Tier 2 > $1,138,000 3.0% -----END PRIVACY-ENHANCED MESSAGE-----