IMMERSION CORPORATION RESTRICTED STOCK AGREEMENT
Exhibit 99.01
Immersion Corporation has granted to the Participant named in the Notice of Grant of
Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is
attached an Award consisting of shares of Restricted Stock (the “Award”) 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 and 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”) and (b) 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.
2. Administration.
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. The Award.
3.1 Sale of Shares. Subject to the terms and conditions of this Agreement, on the Purchase
Date (as defined below) the Company will issue to Participant the number of Shares shown on the
Grant Notice. The Participant is not required to make any monetary payment (other than applicable
tax withholding, if any) as a condition to receiving the Shares, 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
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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. The term “Shares” refers to the purchased Shares and
all securities received in replacement of or in connection with the Shares pursuant to stock
dividends or splits, all securities received in replacement of the Shares in a recapitalization,
merger, reorganization, exchange or the like, and all new, substituted or additional securities or
other properties to which Participant is entitled by reason of Participant’s ownership of the
Shares.
3.2 Time and Place of Exercise. The purchase and sale of the Shares under this Agreement
shall occur at the principal office of the Company simultaneously with the execution of this
Agreement by the parties, or on such other date as the Company and Participant shall agree (the
“Purchase Date”). On the Purchase Date, the Company will issue in Participant’s name a stock
certificate representing the Shares to be purchased by Participant against payment of the purchase
price therefor by Participant by (a) check made payable to the Company, (b) cancellation of
indebtedness of the Company to Participant, (c) Participant’s personal services that the Committee
has determined have already been rendered to the Company and have a value not less than aggregate
par value of the Shares to be issued Participant, or (d) a combination of the foregoing.
3.3 Restrictions on Resale. By signing this Agreement, Participant agrees not to sell any
Shares acquired pursuant to the Plan and this Agreement at a time when applicable laws, regulations
or Company or underwriter trading policies prohibit exercise or sale. This restriction will apply
as long as Participant is providing service to the Company or a Subsidiary of the Company.
4. Company Reacquisition Right.
4.1 Grant of Company Reacquisition Right. For the purposes of this Agreement, a
“Reacquisition Event” shall mean an occurrence of one of the following:
(a) termination of Participant’s service, whether voluntary or involuntary and with or without
cause;
(b) resignation, retirement or death of Participant; or
(c) any attempted transfer by Participant of the Shares, or any interest therein, in violation
of this Agreement.
Upon the occurrence of a Reacquisition Event, the Company shall have the right (but not an
obligation) to purchase the Shares of Participant at a price equal to the Purchase Price per Share
(the “Company Reacquisition Right”). The Reacquisition Right shall lapse in accordance with the
vesting schedule set forth in the Grant Notice. For purposes of this Agreement, “Unvested Shares”
means Shares pursuant to which the Company’s Reacquisition Right has not lapsed.
4.2 Exercise of Reacquisition Right. Unless the Company provides written notice to
Participant within 90 days from the date of termination of Participant’s service to the Company
that the Company does not intend to exercise its Reacquisition Right with respect to
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some or all of the Unvested Shares, the Reacquisition Right shall be deemed automatically
exercised by the Company as of the 90th day following such termination, provided that the Company
may notify Participant that it is exercising its Reacquisition Right as of a date prior to such
90th day. Unless Participant is otherwise notified by the Company pursuant to the preceding
sentence that the Company does not intend to exercise its Reacquisition Right as to some or all of
the Unvested Shares, execution of this Agreement by Participant constitutes written notice to
Participant of the Company’s intention to exercise its Reacquisition Right with respect to all
Unvested Shares to which such Reacquisition Right applies at the time of Termination of
Participant. The Company, at its choice, may satisfy its payment obligation to Participant with
respect to exercise of the Reacquisition Right by either (A) delivering a check to Participant in
the amount of the purchase price for the Unvested Shares being reacquired, or (B) in the event
Participant is indebted to the Company, canceling an amount of such indebtedness equal to the
purchase price for the Unvested Shares being reacquired, or (C) by a combination of (A) and (B) so
that the combined payment and cancellation of indebtedness equals such purchase price. In the
event of any deemed automatic exercise of the Reacquisition Right by canceling an amount of such
indebtedness equal to the purchase price for the Unvested Shares being reacquired, such
cancellation of indebtedness shall be deemed automatically to occur as of the 90th day following
termination of Participant’s employment or consulting relationship unless the Company otherwise
satisfies its payment obligations. As a result of any reacquisition of Unvested Shares pursuant to
the Reacquisition Right, the Company shall become the legal and beneficial owner of the Unvested
Shares being reacquired and shall have all rights and interest therein or related thereto, and the
Company shall have the right to transfer to its own name the number of Unvested Shares being
reacquired by the Company, without further action by Participant.
4.3 Acceptance of Restrictions. Acceptance of the Shares shall constitute Participant’s
agreement to such restrictions and the legending of his or her certificates with respect thereto.
Notwithstanding such restrictions, however, so long as Participant is the holder of the Shares, or
any portion thereof, he or she shall be entitled to receive all dividends declared on and to vote
the Shares and to all other rights of a stockholder with respect thereto.
4.4 Non-Transferability of Unvested Shares. In addition to any other limitation on transfer
created by applicable securities laws or any other agreement between the Company and Participant,
Participant may not transfer any Unvested Shares, or any interest therein, unless consented to in
writing by a duly authorized representative of the Company. Any purported transfer is void and of
no effect, and no purported transferee thereof will be recognized as a holder of the Unvested
Shares for any purpose whatsoever. Should such a transfer purport to occur, the Company may refuse
to carry out the transfer on its books, set aside the transfer, or exercise any other legal or
equitable remedy. In the event the Company consents to a transfer of Unvested Shares, all
transferees of Shares or any interest therein will receive and hold such Shares or interest subject
to the provisions of this Agreement, including, insofar as applicable, the Reacquisition Right. In
the event of any purchase by the Company hereunder where the Shares or interest are held by a
transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares
or interest to the Participant for consideration equal to the amount to be paid by the Company
hereunder. In the event the Reacquisition Right is deemed exercised by the Company, the Company
may deem any transferee to have transferred the Shares or interest to Participant prior to their
purchase by the Company, and payment of the purchase
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price by the Company to such transferee shall be deemed to satisfy Participant’s obligation to
pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to
pay Participant for such Shares or interest.
4.5 Assignment. The Reacquisition Right may be assigned by the Company in whole or in part to
any persons or organization.
4.6 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 Shares pursuant to the Company’s dividend policy) to which the
Participant is entitled by reason of the Participant’s Unvested Shares shall be immediately subject
to the Company Reacquisition Right and included in the term “Unvested Shares” for all purposes of
the Company Reacquisition Right with the same force and effect as the Unvested Shares immediately
prior to the dividend, distribution or adjustment, as the case may be. For purposes of determining
the number of Vested Shares 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.
5. Restrictive Legends and Stop Transfer Orders.
5.1 Legends. The Company may at any time place legends referencing any applicable federal,
state or foreign securities law restrictions on all certificates representing shares of stock
issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to this Award
in the possession of the Participant in order to carry out the provisions of this Section.
5.2 Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to
its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
5.3 Refusal to Transfer. The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the provisions of this
Agreement or (ii) to treat as the owner or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred.
6. No Rights as Employee, Director or Consultant.
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If the Participant is an Employee, Consultant or Director, the Participant understands and
acknowledges that, except as otherwise provided in a separate, written agreement between a
Participating Company and the Participant, the Participant’s Service is “at will” and is for no
specified term. Nothing in this Agreement shall confer upon the Participant any right to continue
in the Service of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service at any time.
7. Section 83(b) Election.
Participant hereby acknowledges that he or she has been informed that, with respect to the
purchase of the Shares, an election may be filed by the Participant with the Internal Revenue
Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the
Code to be taxed currently on any difference between the purchase price of the Shares and their
Fair Market Value on the date of purchase (the “Election”). Making the Election will result in
recognition of taxable income to the Participant on the date of purchase, measured by the excess,
if any, of the Fair Market Value of the Shares over the purchase price for the Shares. Absent such
an Election, taxable income will be measured and recognized by Participant at the time or times on
which the Company’s Reacquisition Right lapses. Participant is strongly encouraged to seek the
advice of his or her own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the Election. PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY PARTICIPANT’S
RESPONSIBILITY, AND NOT THE COMPANY’S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER
SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE
THIS FILING ON PARTICIPANT’S BEHALF.
8. Effect of Change in Control on Award.
In the event of a Change in Control, except to the extent that the Committee determines to
cash out the Award in accordance with Section 15.1(c) of the Plan, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be
(the “Acquiror”), may, without the consent of the Participant, assume or continue the Company’s
rights and obligations with respect to all or any portion of the outstanding Unvested Shares or
substitute for all or any portion of the outstanding Unvested Shares substantially equivalent
rights with respect to the Acquiror’s stock. For purposes of this Section, an Unvested Share shall
be deemed assumed if, following the Change in Control, the Unvested Share confers the right to
receive, subject to the terms and conditions of the Plan and this Agreement, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a holder of a
share of stock on the effective date of the Change in Control was entitled; provided, however, that
if such consideration is not solely common stock of the Acquiror, the Committee may, with the
consent of the Acquiror, provide for the consideration to consist solely of common stock of the
Acquiror equal in Fair Market Value to the per share consideration received by holders of stock
pursuant to the Change in Control. Any Unvested Share or portion thereof which is neither assumed
nor continued by the Acquiror in connection with the Change in Control shall terminate and cease to
be outstanding effective as of the consummation of the Change in Control.
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9. Adjustments for Changes in Capital Structure; Restrictions.
9.1 Adjustments. Subject to any required action by the stockholders of the Company, in the
event of any change in the Shares effected without receipt of consideration by the Company, whether
through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or similar change in the capital structure of the Company, or in the
event of payment of a dividend or distribution to the stockholders of the Company in a form other
than stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of
shares of stock, appropriate and proportionate adjustments shall be made in the number of Unvested
Shares, in order to prevent dilution or enlargement of the Participant’s rights under the Award.
For purposes of the foregoing, conversion of any convertible securities of the Company shall not be
treated as “effected without receipt of consideration by the Company.” Any fractional share shall
be rounded down to the nearest whole number. Such adjustments shall be determined by the
Committee, and its determination shall be final, binding and conclusive.
9.2 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of Shares shall be subject to compliance with all applicable requirements of federal,
state or foreign law with respect to such securities. No Shares 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 Shares 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. 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.
9.3 Fractional Shares. The Company shall not be required to issue fractional shares resulting
from an adjustment pursuant to Section 9.1.
10. Tax Withholding.
10.1 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 federal, state, local and foreign tax (including any social
insurance) withholding obligations of the Participating Company, if any, which arise in connection
with the Award, the vesting of Shares or the issuance of Shares. The Company shall have no
obligation to deliver Shares until the tax withholding obligations of the Company have been
satisfied by the Participant.
10.2 Assignment of Sale Proceeds; Payment of Tax Withholding by Check. To the extent it deems
appropriate, the Company may permit the Participant to satisfy the
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Participating Company’s tax withholding obligations in accordance with procedures established
by the Company providing for either (i) delivery by the Participant to the Company or a broker
approved by the Company of properly executed instructions, in a form approved by the Company,
providing for the assignment to the Company of the proceeds of a sale with respect to some or all
of the Shares that are vesting in accordance with the vesting schedule set forth in the Grant
Notice, or (ii) payment by check. The Participant shall deliver written notice of any such
permitted election to the Company on a form specified by the Company for this purpose at least
thirty (30) days (or such other period established by the Company) prior to the date the Shares
vest. If the Participant elects payment by check, the Participant agrees to deliver a check for
the full amount of the required tax withholding to the applicable Participating Company on or
before the third business day following the date the Shares vest. If the Participant elects to
payment by check but fails to make such payment as required by the preceding sentence, the Company
is hereby authorized, at its discretion, to satisfy the tax withholding obligations through any
means authorized by this Section 10.2, including by directing a sale for the account of the
Participant of some or all of the Shares that are vesting from which the required taxes shall be
withheld, by withholding from payroll and any other amounts payable to the Participant or by
withholding shares in accordance with Section 10.3.
10.3 Withholding in Shares. The Company may require the Participant to satisfy all or any
portion of a Participating Company’s tax withholding obligations by deducting from the Shares
otherwise deliverable to the Participant a number of whole Shares having a fair market value, as
determined by the Company as of the date on which the tax withholding obligations arise, not in
excess of the amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates.
11. Miscellaneous Provisions.
11.1 Termination or Amendment. The Committee may terminate or amend the Plan or this
Agreement at any time; provided, however, that except as provided in Section 8 in connection with a
Change in Control, no such termination or amendment may adversely affect the Participant’s rights
under this Agreement without the consent of the Participant unless such termination or amendment is
necessary to comply with applicable law or government regulation. No amendment or addition to this
Agreement shall be effective unless in writing.
11.2 Nontransferability of the Award. No Unvested Shares shall be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the
laws of descent and distribution. All rights with respect to the Award shall be exercisable during
the Participant’s lifetime only by the Participant or the Participant’s guardian or legal
representative.
11.3 Further Instruments. The parties agree to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the intent of this Agreement.
11.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth
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herein, be binding upon the Participant and the Participant’s heirs, executors,
administrators, successors and assigns.
11.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post
Office or foreign postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the
address shown below that party’s signature to the Grant Notice or at such other address as such
party may designate in writing from time to time to the other party.
(a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, the Participant may deliver electronically the Grant
Notice to the Company or to such third party involved in administering the Plan as the Company may
designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other means of
electronic delivery specified by the Company.
(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 11.5 of this Agreement and consents to the electronic delivery of the Plan documents
and Grant Notice, as described in Section 11.5(a). The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Company by telephone or in writing. The Participant further
acknowledges that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands that
the Participant must provide the Company or any designated third party administrator with a paper
copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
Section 11.5(a) or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 11.5(a).
11.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with any
employment, service or other agreement between the Participant and a Participating Company
referring to the Award, shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein
and supersede any prior agreements, understandings, restrictions, representations, or warranties
among the Participant and the Participating Company Group with respect to such subject matter other
than those as set forth or provided for herein or
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therein. To the extent contemplated herein or therein, the provisions of the Grant Notice,
this Agreement and the Plan shall survive the issuance and/or vesting of Shares and shall remain in
full force and effect.
11.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.
11.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
The parties have executed this Agreement as of the date first set forth above.
Immersion Corporation
By:
Its:
RECIPIENT:
Signature
Please Print Name
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RECEIPT AND CONSENT
The undersigned Participant hereby acknowledges receipt of a photocopy of Certificate No.
- for
shares of Common Stock of Immersion Corporation (the
“Company”).
The undersigned further acknowledges that the Secretary of the Company, or his or her
designee, is acting as escrow holder pursuant to the Restricted Stock Agreement that Participant
has previously entered into with the Company. As escrow holder, the Secretary of the Company, or
his or her designee, holds the original of the aforementioned certificate issued in the
undersigned’s name. To facilitate any transfer of Shares to the Company pursuant to the Restricted
Stock Agreement, Participant has executed the attached Assignment Separate from Certificate.
Dated: , 20
Signature
Please
Print Name
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
SEPARATE FROM STOCK CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Agreement dated as of
, , [COMPLETE AT THE TIME OF PURCHASE] (the “Agreement”),
the undersigned
Participant hereby sells, assigns and transfers unto
,
shares
of the Common Stock $0.001, par value per share, of Immersion Corporation, a Delaware corporation
(the “Company”), standing in the undersigned’s name on the books of the Company represented by
Certificate No(s). [COMPLETE AT THE TIME OF PURCHASE] delivered herewith, and does hereby
irrevocably constitute and appoint the Secretary of the Company as the undersigned’s
attorney-in-fact, with full power of substitution, to transfer said stock on the books of the
Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.
Dated:
,
| PARTICIPANT | ||||
Instructions to Participant: Please do not fill in any blanks other than the signature
line. The purpose of this document is to enable the Company and/or its assignee(s) to acquire the
shares upon exercise of its “Reacquisition Right” set forth in the Agreement without requiring
additional action by the Participant.