IMMERSION CORP: Change of Directors or Principal Officers, Other Events, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory arrangement of certain executives.

On May 25, 2022the Board of Directors (the “Board”) of Immersion societya Delaware company (the “Company”), has reviewed the Company’s standard form of indemnification agreement for directors and officers and has approved changes to this standard form of agreement to reflect current business practice. Each of the Company’s senior officers and directors should enter into this updated indemnification agreement form, which will supersede and supersede any previously executed indemnification agreement. A copy of this Indemnification Agreement Form is attached to this current Report on Form 8-K as Schedule 10.1 and is incorporated herein by reference.

On May 26, 2022the Compensation Committee (the “Committee”) of the Board of Directors of the Company has approved an increase in the annual base salary of Francois Josegeneral manager of the company, $345,000 at $379,500an increase in annual base salary of Aaron Akkermanthe Company’s Chief Financial Officer,
CA$310,000 at CA$335,000and an increase in annual base salary of Eric SingerExecutive Chairman of the Company, $450,000 at $495,000in each case, from the beginning of the Company’s next regular pay period.

The Committee approved a 2022 cash incentive program (the “2022 Bonus Plan”) designed to align executive compensation with the Company’s performance in the Company’s 2022 fiscal year. Payments under the 2022 bonus plan will only be made, if any, if the company achieves a certain level of financial performance, which performance has been deemed difficult, but reasonably achievable by the committee. The Committee adopted the 2022 Bonus Plan to enable the Company to attract, retain and reward individuals who contribute to the Company’s success and to advance the Company’s pay-for-performance philosophy. In accordance with the 2022 Bonus Plan, Mr. Jose can earn cash bonuses of up to 50% of base salary, Mr. Akerman can earn cash bonuses of up to 40% of base salary, Mr Singer can earn cash bonuses of up to 100% of base salary, and William MartinChief Strategy Officer of the Company, may earn cash bonuses of up to 100% of his base salary.

The committee also reviewed the company’s standard form of retention and change of ownership agreement for officers and approved changes to this type of agreement to reflect current business practices. A copy of this standard change of control and separation agreement form is attached to this current report on Form 8-K as Schedule 10.2 and is incorporated herein by reference (a “Change of Control Agreement”) .

MM. Singer and Martin are each expected to sign a change of control agreement. Pursuant to each of these change of control agreements, Messrs. Singer and Martin shall have the right, upon involuntary termination of their employment (as defined in the Change of Control Agreement) before or after a Change of Control (as defined in the Change of Control Agreement), to receive (i) a lump sum cash severance payment equal to 200% of his then-current base salary and target bonus; (ii) COBRA premium payments for up to 18 months, if appropriately elected, after its termination date; and (iii) the full acceleration of any outstanding share awards. In the event of a change of control, MM. Singer and Martin would be entitled to full acceleration of any outstanding stock awards. The payment of the above services is subject to the execution of a general receipt of complaints. It is expected that Messrs. Jose and Ackerman will sign the updated Change of Control Agreement form to supersede and supersede their prior agreements, but payments and other benefits will remain substantially the same as in their prior agreements, and appropriate adjustments will be made. the change of control agreement form. A copy of the Retention Event and Change of Ownership Agreement for Mr. Jose and for Mr. Ackerman is filed as Exhibits 10.33 and 10.29, respectively, to the Company’s Annual Report on Form 10-K filed with the
Security and Exchange Commission on February 25, 2022. Prior to the signature of the change of control agreement by each member of senior management, the Company intends to make certain changes applicable to one or more of the members of senior management. The Company intends to file copies of the executed versions of the Change of Control Agreement with each executive officer with the Company’s next periodic report filed with the Security and Exchange Commission.

Section 8.01 Other Events.

On May 26, 2022the company filed a lawsuit against Meta Platforms, Inc. (formerly known as Facebook, Inc.) in the United States District Court for the Western District of Texas. The complaint alleges that Meta’s augmented and virtual reality (“AR/VR”) systems, including the Meta Quest 2, infringe six Immersion patents which cover various uses of haptic effects in connection with such AR/VR systems. Immersion seeks to enjoin Meta from further infringement and to recover a reasonable royalty for such infringement.

On May 27, 2022the company issued a press release announcing the filing of such a lawsuit against Meta Platforms, Inc. (formerly known as Facebook, Inc.) in the United States District Court for the Western District of Texas. A copy of the press

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press release is attached to this report as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

a.Exhibits

     Exhibit No.       Exhibit Title
         10.1            Form of Indemnity Agreement to be entered into by and between the
                       Company and each of its directors and officers.
         10.2            The Company's Form of Change of Control and Severance Agreement
         99.1            Press Release dated May 27, 2022 (regarding filing of such complaint
                       against Meta Platforms, Inc. (formerly known as Facebook, Inc.)

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