Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
As previously disclosed in a Current Report on Form 8-K, filed with the SEC on November 5, 2020, Immersion Corporation (the “Company”) appointed Jared Smith to serve as Interim Chief Executive Officer of the Company, effective as of November 3, 2020. On November 10, 2020 and in connection with Mr. Smith’s appointment as Interim Executive Officer, the Company’s Compensation Committee approved an increase to Mr. Smith’s annual base salary from $283,500 to $365,000, effective as of November 10, 2020.
Additionally, Mr. Smith was granted an award of performance-based restricted stock units (the “CEO PSU”) covering 100,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), under the Company’s 2011 Equity Incentive Plan.
The Compensation Committee also granted awards of performance-based restricted stock units (together with the CEO PSU, each, a “PSU”) covering 30,000 shares of Common Stock to each of Aaron Akerman, the Company’s Chief Financial Officer and Treasurer, and Michael Okada, the Company’s General Counsel and Senior Vice President, IP Licensing and Legal Affairs, under the Company’s 2011 Equity Incentive Plan.
Each PSU will become eligible to vest upon the achievement of certain stock price targets as set forth below (each, a “Performance Milestone”). Vesting is also subject to continued employment with the Company through the applicable vesting dates, which occur upon the later of: (i) the date of achievement of the applicable Performance Milestone, or (ii) the service vesting date, which service vesting date occurs over a four-year period commencing on November 10, 2020, with twenty-five percent (25%) of the shares eligible to vest on November 10, 2021 and the remaining shares eligible to vest in equal installments each quarterly anniversary thereafter.
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Stock Price Target
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Amount of PSU Award Eligible to Vest
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$8.00
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33.33%
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$9.25
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33.33%
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$10.50
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33.34%
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Each stock price target will be achieved if the volume weighted average price of the Common Stock meets or exceeds such stock price target in any one hundred (100) calendar day-period falling within the period beginning on November 10, 2020 and ending on November 10, 2025.
Notwithstanding the foregoing, upon a change of control, the PSUs will immediately vest with respect to any stock price target achieved by such transaction, and any unvested portion of the PSUs will be cancelled upon the consummation of such change of control.