FORM OF IMMERSION CORPORATION RESTRICTED STOCK UNITS AGREEMENT
Exhibit 99.01
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.
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 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.
4. Vesting of 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 Xxxxxxx Xxxxxxx 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
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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 Xxxxxxx
Xxxxxxx 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
Xxxxxxx Xxxxxxx Policy; and (b) March 15th 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. Tax Withholding.
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 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 Units or the issuance of shares of Stock in settlement thereof. The
Company shall have no obligation to deliver shares of Stock until the tax withholding obligations
of the Company have been satisfied by the Participant.
7.2 Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance
with applicable law and the Company’s Xxxxxxx Xxxxxxx Policy, the Company may permit the
Participant to satisfy the 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
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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 being acquired upon
settlement of Units, 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 such Settlement Date.
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 Settlement Date. 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 7, including by directing a sale for the account of the Participant of
some or all of the shares being acquired upon settlement of Units 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 7.3.
7.3 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 of
Stock otherwise deliverable to the Participant in settlement of the Award 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.
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 14.1(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 Units or substitute
for all or any portion of the outstanding Units substantially equivalent rights with respect to the
Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the
Change in Control, the Unit 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 be received upon settlement of the Unit 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 Unit or portion thereof which is neither assumed or 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.
9. Adjustments for Changes in Capital Structure.
Subject to any required action by the stockholders of the Company and, to the extent
applicable, the requirements of Section 409A of the Code to the extent applicable, in the
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event of any change in the Stock 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 Units subject to the Award and/or the number and kind of shares to be issued in
settlement of the Award, 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 resulting from an adjustment pursuant to this Section 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.
10. Rights as a Stockholder or Employee.
The Participant shall have no rights as a stockholder with respect to any shares which may be
issued in settlement of this Award until the date of the issuance of a certificate for such shares
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date such certificate is issued, except as provided in
Section 9. If the Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between a Participating
Company and the Participant, the Participant’s employment 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.
11. 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.
12. Miscellaneous Provisions.
12.1 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, including, but not limited to,
Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.
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12.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the
applicable Settlement Date, neither this Award nor any Units subject to this Award 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.
12.3 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.
12.4 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 herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.
12.5 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 12.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents and Grant Notice, as described in Section 12.5(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
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consent to the electronic delivery of documents described in Section 12.5(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 12.5(a).
12.6 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 therein. To the extent contemplated herein or
therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any
settlement of the Award and shall remain in full force and effect.
12.7 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.
12.8 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.
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