Exhibit 10.1

IMMERSION CORPORATION

ANNUAL BONUS PLAN

1.       Purposes of the Plan

The Plan is a discretionary annual bonus plan. The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to employees, and to promote the success of the business of Immersion Corporation.

2.       Definitions

“Actual Bonus” means the actual bonus payout (if any) made to a Participant for the applicable Performance Period, subject to the Administrator’s authority under Section 3(c) (Determination of Actual Bonus; Discretion to Modify Awards) to modify the amount of the payout.

“Administrator” means the committee appointed by the Board (pursuant to Section 6 (Plan Administration)) to administer the Plan.

“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Immersion Corporation, a Delaware corporation, or any successor entity.

“Effective Date” means the date the Plan is adopted by the Compensation Committee of the Board of Directors of the Company.

“Eligible Employee” means, as to any Performance Period, the executive officers of the Company or an Affiliate and other employees of the Company or an Affiliate who are designated by the Committee (or its delegate) to participate in the Plan for the Performance Period.

“Participant” means, as to any Performance Period, an Eligible Employee who was selected by the Administrator for participation in the Plan for such Performance Period.

“Performance Period” means the period of time for the measurement of the performance criteria applicable to a Target Bonus, as determined by the Administrator in its sole discretion.

“Plan” means this Immersion Corporation Annual Bonus Plan, as may be amended or restated from time to time.

“Target Bonus” means the Target Bonus, at 100% of target level performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Administrator in accordance with Section 3(b) (Determination of Target Bonuses).

3.       Selection of Participants and Determination of Awards

(a)       Selection of Participants

The Administrator, in its sole discretion, will select the Eligible Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Administrator, on a Performance Period by Performance Period basis. Accordingly, an Eligible Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Performance Periods.

(b)       Determination of Target Bonuses

The Administrator, in its sole discretion, may establish a Target Bonus for each Participant (which may be expressed as a percentage of a Participant’s base salary earned during the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Administrator determines). The grant of a Target Bonus to a Participant does not guarantee any payment to Participant under the Plan, and shall not be construed as such.

(c)       Determination of Actual Bonus; Discretion to Modify Awards

The Administrator shall have the sole discretion to determine the extent to which the performance criteria applicable to a Target Bonus has been satisfied and the amount of the Actual Bonus payable to the Participant (if any) based on the satisfaction of such performance criteria. Notwithstanding any contrary provision of the Plan, the Administrator may, in its sole discretion and at any time, increase, reduce, or eliminate a Participant’s Actual Bonus. The Actual Bonus may be below, at or above the Target Bonus, in the Administrator’s discretion. The Administrator may determine the amount of any increase, reduction, or elimination on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.

(d)       Discretion to Determine Performance Criteria

Notwithstanding any contrary provision of the Plan, the Administrator, in its sole discretion, will determine the performance goals (if any) applicable to any Target Bonus (or portion thereof). The goals may be on the basis of any factors the Administrator determines relevant, and may be on an individual, divisional, business unit, segment, or Company-wide basis. Any performance criteria used may be measured on such basis as the Administrator determines. The performance goals may differ from Participant to Participant and from award to award. The Administrator also may determine that a Target Bonus (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Administrator.

4.       Payment of Awards

(a)       Right to Receive Payment

The Plan shall be an unfunded Plan. Each Actual Bonus will be paid solely from the general assets of the Company. Nothing in the Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which the Participant may be entitled. The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended because it neither provides retirement income nor systematically results in a deferral of income for periods extending to the termination of employment or beyond.

(b)       Timing of Payment

Payment of each Actual Bonus shall be made as soon as practicable after the end of the Performance Period to which the Actual Bonus relates and after the Actual Bonus is approved by the Administrator, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Performance Period ends unless otherwise approved by the Administrator in accordance with applicable law. Unless otherwise determined by the Administrator or as required by a written agreement signed by the Participant and the Company, to be eligible to receive the Actual Bonus, a Participant must be employed by the Company or an Affiliate on the date such awards are paid to all Participants for the applicable Performance Period.

(c)       Form of Payment

Each Actual Bonus for a Performance Period will be paid in cash (or its equivalent) in a single lump sum, unless otherwise determined by the Administrator.

(d)       Overpayments

If any overpayment is made under the Plan, the individual receiving the overpayment shall promptly, upon notice from the Administrator, return the amount of such overpayment to the Company. Alternatively, the Company shall have the right to offset the amount of the overpayment against further amounts payable to or on account of the person who received the overpayment, to the maximum extent permitted by law. The foregoing remedy is not intended to be exclusive.

5.       Termination of Employment

Except as required by a written agreement signed by the Participant and the Company, if a Participant’s employment terminates for any reason prior to the date such awards are paid to all Participants for the applicable Performance Period, all of the Participant’s rights to an award for the Performance Period shall be forfeited. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a termination of employment.

6.       Plan Administration

(a)       Administrator

The Plan will be administered by the Administrator. Any committee serving as the Administrator will consist of not less than two members of the Board. The members of any such committee will be appointed from time to time by, and serve at the pleasure of, the Board. Unless and until the Board otherwise determines, the Board’s Compensation Committee is appointed to administer the Plan.

(b)       Administrator Authority

Subject to the terms of the Plan, the Administrator shall have authority to take any and all actions that it determines to be necessary or advisable in connection with the administration of the Plan, including the power to (i) determine which employees are Eligible Employees, which Eligible Employees are Participants, and which Participants will be granted Actual Bonuses; (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and any awards granted thereunder; (iv) adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Participants who are foreign nationals or employed outside of the United States; (v) adopt rules for the administration, interpretation, and application of the Plan as are consistent therewith; (vi) interpret, amend, or revoke any such rules; (vii) determine all facts necessary to administer the Plan and any award granted thereunder; (viii) reconcile any inconsistency, correct any defect, and/or supply any omission in the Plan, an award, or any instrument or agreement relating to, or award granted under, the Plan; (ix) make and approve corrections in the documentation or administration of any award; (x) determine the extent to which the performance criteria have been met; (xi) determine the extent to which an award will be modified, if at all, in accordance with Section 3(c) (Determination of Actual Bonus; Discretion to Modify Awards); (xii) determine whether, to what extent, and under what circumstances awards may be forfeited or suspended; and (xiii) determine the rights of Participants in the event of death, disability, termination, and similar events.

(c)       Decisions Binding

All determinations, decisions, designations, and interpretations made by the Administrator and/or any delegate of the Administrator pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. No determination of the Administrator shall be subject to de novo review if challenged in court.

(d)       Delegation by Administrator

The Administrator, in its sole discretion and on such terms and conditions as it may provide, but subject to any limitations under applicable law or the rules of any stock exchange on which the Company’s shares are listed, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, that any such officer shall not be authorized to grant an award under the Plan to themselves.

(e)       Indemnification

The Administrator shall not be liable for any act, omission, interpretation, construction, or determination made in good faith in connection with the Plan. In addition to such other rights of indemnification as they may have, members of the Board and/or the Administrator (and any individuals to whom authority to act for the Board or the Administrator is delegated in accordance with the Plan) shall be defended and indemnified by the Company to the extent permitted by applicable law against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit, or proceeding; or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit, or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit, or proceeding that such person is liable for gross negligence, bad faith, or intentional misconduct. Upon the institution of any such claim, investigation, action, suit, or proceeding, any such indemnified person against whom a claim is made shall notify the Company in writing and give the Company the opportunity, within thirty (30) days after such notice and at its own expense, to handle and defend the same before such indemnified person undertakes to handle it on their own behalf.

7.       Amendment, Termination, and Duration

(a)       Amendment, Suspension, or Termination of Plan

The Board, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time, prospectively or retroactively, and for any reason. The amendment, suspension, or termination of the Plan will not, without the consent of the Participant, materially and adversely affect such Participant’s rights under any Actual Bonus theretofore earned and paid. No award may be granted during any period of suspension or after termination of the Plan.

(b)       Amendment of Awards

The Board or the Administrator, in its sole discretion and without the Participant’s consent, may amend or terminate any Target Bonus granted under the Plan at any time, prospectively or retroactively, prior to payment of the Actual Bonus and for any reason.

(c)       Duration of Plan

The Plan will commence on the Effective Date and will remain in effect thereafter until terminated by the Board.

8.       General Provisions

(a)       Governing Law

The validity and construction of the Plan and all awards thereunder shall be governed by the laws of the State of Florida, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of the Plan or an award to the substantive law of another jurisdiction.

(b)       Tax Withholding

The Company (or the Affiliate employing the applicable Participant) will withhold all applicable taxes from any Actual Bonus, including any federal, state, local, or foreign income and employment taxes.

(c)       Section 409A

(i)       The Plan will be interpreted to ensure that the payments contemplated hereby to be made by the Company to a Participant are exempt from or comply with Section 409A and all provisions of this Plan shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A; provided, that nothing in this Plan will be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from any Participant to the Company or any other individual or entity.

(ii)       Any payments made under this Plan that satisfy the requirements to be a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) shall, to the maximum extent possible, not be treated as deferred compensation subject to Section 409A.

(iii)       To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment,” “separation of service,” or like terms shall mean separation from service. Each installment payment required under this Plan shall be considered a separate payment for purposes of Section 409A. If, upon separation from service, a Participant is a “specified employee” within the meaning of Section 409A, any payment to such Participant that is subject to Section 409A and would otherwise be paid within six months after the Participant’s separation from service will instead be paid in the seventh month following the Participant’s separation from service (to the extent required by Section 409A(a)(2)(B)(i) of the Code).

(d)       No Employment or Service Rights

The Plan shall not confer upon any Participant any right to employment or service with the Company or any Affiliate, nor shall it interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time.

(e)       Participation

No Eligible Employee will have the right to be selected to receive an award under the Plan, or, having been so selected, to be selected to receive a future award. Unless otherwise expressly set forth in an agreement signed by the Company and a Participant, a Participant shall not have any right to any award under the Plan until such award has been paid to such Participant.

(f)       Successors

All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

(g)       Nontransferability of Awards

No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to an award granted to a Participant will be available during such Participant’s lifetime only to the Participant.

(h)       Construction

Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. 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. The word “include” shall mean to include, but not to be limited to.

(i)       Severability

In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

(j)       Requirements of Law

The Plan, the granting of awards under the Plan, and the payment of all amounts under the Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by any regulatory or governmental agencies or national securities exchanges as may be required.

(k)       Recoupment; Clawback

Notwithstanding any other terms or conditions of the Plan, the Administrator may provide that any Participant and/or any award granted under the Plan, and any amounts paid under the Plan, shall be subject to any recovery, recoupment, clawback, and/or other forfeiture policy maintained by the Company from time to time.

(l)       Effect on Other Employee Benefit Plans

Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees or other service providers. The value of any award under the Plan will be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate only if such result is required by the terms of such employee benefit plan. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

7

Exhibit 10.2

MUTUAL SEPARATION AND RELEASE AGREEMENT

(the “Company”)

(“Mr. Akerman”)

(collectively, the “Parties”)

WHEREAS Mr. Akerman commenced employment with the Company as Chief Financial Officer (“CFO”) on or about December 2, 2019;

WHEREAS the Parties have mutually agreed to sever their employment relationship effective August 11, 2023 (the “Separation Date”);

WHEREAS the Parties have agreed that this Agreement also resolves all existing disputes or potential claims related to the hiring, the employment and the cessation of the employment of Mr. Akerman;

WHEREAS Mr. Akerman hereby declares that he is not aware of any act or omission to act on his part that could potentially give rise to any liability or claim for damages against the Company;

WHEREAS Mr. Akerman hereby declares that he has not in any capacity whatsoever, engaged with, provided services for, or otherwise worked for or with, and that he is not currently engaged with, providing services for or otherwise working for or with anyone or any entity other than the Company, and that he will continue to work exclusively for the Company during the entire Working Period, as defined below, it being understood that the foregoing excludes any services with regard to charitable or community service organizations, where such services do not, individually or in the aggregate, interfere with Mr. Akerman’s duties and responsibilities as CFO of the Company or his obligations hereunder, or create a potential conflict of interest;

WHEREAS the Parties have also mutually agreed on the terms and conditions of Mr. Akerman’s continued employment until the Separation Date and the severance of their employment relationship as set forth in the present Mutual Separation and Release Agreement (hereinafter, the “Agreement”);

AND WHEREAS the Parties have mutually agreed to complete this Agreement without any admission of liability whatsoever;

NOW, THEREFORE, in consideration of the foregoing, the Parties have agreed on the following:

Without limiting the generality of the foregoing, Mr. Akerman agrees that for the full duration of the Working Period, he shall be available and accessible to the Company at all times during the Company's normal business hours, namely from Monday to Friday, between the hours of 9 a.m. to 5 p.m., except when Mr. Akerman is on authorized vacation pursuant to this Agreement. In any instance where Mr. Akerman anticipates being unavailable or inaccessible during the Company's normal business hours due to non-work related circumstances, he shall immediately notify the Company by contacting Eric Singer, CEO, or whomever he designates.

During this Working Period, unless his employment is terminated in accordance with Section 7, Mr. Akerman will: i) receive a base salary (based on the full annualized rate of $335,000); ii) participate in the group insurance benefit plans of the Company in effect from time to time, in accordance with, and subject to the terms of the formal plan documents; and iii) his Stock Options and Performance-Based Restricted Stock Units (“PSUs”) will continue to vest and be exercisable in accordance with the terms of the applicable award documentation, agreements and plans. For avoidance of doubt and notwithstanding any other provision of the applicable award documentation, agreements or plans, 2,916 of Mr. Akerman’s currently unvested Stock Options will vest on June 13, 2023 and again on July 13, 2023, and 1,875 of his currently unvested PSUs will vest on August 10, 2023, unless his employment is terminated before such vesting dates in accordance with Section 7.

For greater certainty, it is understood and agreed that should the Company put Mr. Akerman on garden leave or cease to require his services (other than in accordance with Section 7) prior to the end of the Working Period, this will not be considered a “Termination” and Mr. Akerman will still be considered to be actively employed and to be actively providing services to the Company until the end of the Working Period for the purposes of this Agreement, and also for purposes of Mr. Akerman’s continued vesting of Stock Options and PSUs and the exercise of his Stock Options. As such, it is acknowledged and agreed, more particularly, that Mr. Akerman will have three (3) months from the Separation Date to exercise any Stock Options that are vested as of that date.

Mr. Akerman will not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Mr. Akerman may receive from any other source.

Conditional on the full payment of the payments (including the Payments) owed and payable to him and the Company’s compliance with its obligations in accordance with this Agreement, Mr. Akerman, on behalf of himself, his descendants, dependents, executors, administrators and successors agrees and, by this Agreement, hereby waives, generally releases and fully discharges the Released Parties, from any and all claims, actions, causes of action, complaints or any other liability without limitation, no matter how denominated, labeled or pleaded, known or unknown, arising out of, concerning or relating in any way to Mr. Akerman’s employment with the Company or termination thereof, including, but not limited to (i) wrongful dismissal, wages, commissions, restricted stock units, benefits, reasonable notice of termination or indemnity in lieu thereof or breach of contract; (ii) claims and damages for prohibited practices, harassment or discrimination; and (iii) claims under the Act respecting Labour Standards, the Charter of Human Rights and Freedoms, the Act respecting Industrial Accidents and Occupational Diseases, the Civil Code of Quebec and under any other employment-related legislation of a pecuniary nature or any other nature whatsoever.

Mr. Akerman further represents and warrants that he has not filed, and subject to the Company's compliance with its obligations under this Agreement, he covenants that he will not, file any claims, complaints or actions of any kind against the Released Parties with any administrative, provincial or federal entity, court or tribunal. Mr. Akerman also represents and warrants that he has no knowledge or reason to believe that anyone else has filed such a claim, charge, complaint or cause of action on his behalf. In addition, Mr. Akerman hereby expressly renounces, without limitation, to ever being reinstated in any position or title with the Company and hereby declares that the Company has made no representations in this regard.

Notwithstanding the foregoing or any other provision of this Agreement, it is understood and agreed that Mr. Akerman does not renounce, and he shall conserve, his right to be indemnified by the Company or its insurers in accordance with the terms of the Company’s constating documents or D&O insurance policies, as the case may be, in respect of any third party claims made against Mr. Akerman by reason of acts performed by him in the course of his employment, the whole subject to the terms and conditions thereof and applicable law.

Moreover, Mr. Akerman hereby recognizes not having been subject to any form of harassment (including psychological or sexual harassment) or any other discriminatory or prohibited practice in the context of his hiring and employment with the Company up to the date of this Agreement, and having no known workplace injuries and occupational diseases.

The Company will use its best efforts to ensure that its senior management employees and Board members do not at any time, directly or indirectly, make any comments, oral or written, including without limitation on social media, which are intended to or may have the effect of disparaging, criticizing, discrediting, damaging or attacking the reputation, business or personal interests or conduct of Mr. Akerman.

IN WITNESS WHEREOF, the Parties have signed:

Exhibit 10.3

May 26, 2023

J. Michael Dodson

Dear Mike:

This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment as Chief Financial Officer of Immersion Corporation (the “Company”).

1.                  Position. Effective on June 12, 2023 (the “Effective Date”), you will be appointed as the Company’s Chief Financial Officer (“CFO”) reporting to the Company’s Chief Executive Officer. This position is a full-time position.

2.                  Cash Compensation.

a.                   Base Salary. Your new annual base salary (the “Base Salary”) will be $350,000, subject to applicable tax withholdings. The Base Salary will be payable in accordance with the Company’s normal payroll practices.

b.                  Bonus. You will receive a bonus of $50,000 payable at the end of January 2024 subject to continuous employment through the bonus payment date.

3.                  Equity Awards.

a.                   RSU Award. Promptly following the Effective Date, the Company will grant you restricted stock units to acquire 50,000 shares of the Company’s common stock under the Equity Plan (the “RSU Award”). The RSU Award will vest over three years with annual cliffs. Vesting will depend on your continued employment as CFO on the applicable vesting dates, and will be subject to the terms and conditions of the written agreement governing the grant, the Equity Plan and this Agreement.

4.                  Change of Control and Severance Agreement. On or prior to the Effective Date, you and the Company will enter into a Change of Control and Severance Agreement (the “Change of Control and Severance Agreement”) in the form set forth as Exhibit A hereto.

5.                  Benefits and Vacation. You will be eligible to participate in the employee benefit plans and programs generally available to the Company’s executives, including unlimited paid time off, subject to the terms and conditions of such plans and programs. The Company reserves the right to change the benefit plans and programs it offers to its senior executives at any time.

6.                  Expenses. The Company will reimburse you for reasonable and necessary business, travel and entertainment expenses incurred by you in connection with the performance of your duties on behalf of the Company in accordance with the Company’s expense reimbursement policies and procedures.

7.                  At Will Employment. Your employment with the Company will be “at will,” meaning that either you or the Company (acting through the Board, excluding you) may terminate your employment at any time and for any reason, with or without cause.

8.                  Confidential Information and Other Company Policies. You will be required to enter into the Company’s standard form of Employee Inventions and Confidentiality Agreement prior to the Effective Date. You will also be expected to comply with the Company’s insider trading policy, code of conduct, and any other policies adopted by the Company regulating the behavior of its employees, as such policies may be amended from time to time.

9.                  Indemnification. You and the Company will enter into the Company’s standard form of indemnification agreement for officers and directors of the Company. In addition, you will be named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time.

10.              Withholding. All forms of compensation paid to you as an employee are subject to applicable withholding and payroll taxes and other deductions required by law.

11.              Entire Agreement; Governing Law and Venue. This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitutes the complete agreement between you and the Company, regarding your employment as CFO. This Agreement may not be amended or modified, except by an express written agreement signed by both you and the Chair of the Compensation Committee of the Board. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company or any other relationship between you and the Company will be governed by Arizona law, excluding laws relating to conflicts or choice of law. In any action between the parties arising out of or relating to any such disputes, each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Arizona.

[Remainder of page intentionally left blank]

If you wish to accept this position, please sign below and return this letter to me. This offer is open for you to accept until June 1, 2023, at which time it will be deemed to be withdrawn.

Acceptance of Offer: I have read and understood and I accept all the terms of the offer of employment as set forth in the foregoing Agreement.

J. Michael Dodson

Signed: /s/ J. Michael Dodson

Date: 5/26/2023

Exhibit A

Change of Control and Severance Agreement

[separately attached]

Exhibit 10.4

IMMERSION CORPORATION

CHANGE OF CONTROL AND SEVERANCE AGREEMENT

This Change of Control and Severance Agreement (this “Agreement”) is made and entered into effective as of May 26, 2023 (the “Effective Date”), by and between J. Michael Dodson (“Executive”) and Immersion Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

RECITALS

A.       It is expected that the Company from time to time will consider the possibility of a Change of Control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

B.       The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue Executive’s employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

C.       In order to provide Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide Executive with certain severance and other benefits upon Executive’s termination of employment in connection with a Change of Control.

D.       The Board also believes it is in the best interests of the Company and its shareholders to provide Executive with severance upon an involuntary termination other than in connection with a Change of Control.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company, the parties agree as follows:

1.                  Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)               Cause. “Cause” shall mean Executive’s (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has an adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; (iii) commission of any violation of a company policy that has a material adverse effect on the business or reputation of the Company or (iv) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

(b)               Change of Control. “Change of Control” shall mean the occurrence of any of the following events:

(i)                 a change in the composition of the Board occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

(A)                had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

(B)                 were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”);

provided, however, that for this purpose, the “original directors” and “continuing directors” shall not include any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(ii)              any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; or

(iii)            the consummation of a merger or consolidation of the Company or a Subsidiary of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of:

(A)                the Company (or its successor) and

(B)                 any direct or indirect parent corporation of the Company (or its successor); or

(iv)             The sale, transfer or other disposition of all or substantially all of the Company’s assets, which for the avoidance of doubt, shall include the distribution (by way of dividend, distribution or similar action), in a single distribution or in a series of distributions occurring within a 12-month period, by the Company of cash to its shareholders of an amount equal to an aggregate of at least fifty percent (50%) of the Company’s cash and cash equivalents held as of the date immediately prior to the date of such distribution, or in the case of multiple distributions within a 12-month period, as measured by the total amount of distributions within such 12-month period against the total cash and cash equivalents of the Company as of the date immediately prior to the date of such initial distribution within such 12-month period.

For purposes of subsection 1(b)(i) above, the term “look-back date” shall mean the date 24 months prior to the date of the event that may constitute a Change of Control.

For purposes of subsection 1(b)(ii)) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a parent or subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock.

Any other provision of this Section 1(b) notwithstanding, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a Change of Control shall not be deemed to occur if the Company files a registration statement with the United States Securities and Exchange Commission for the initial or secondary public offering of securities or debt of the Company to the public.

(c)               Equity Award. “Equity Award” shall mean Executive’s awards of options, stock appreciation rights, restricted shares or stock units with respect to the Company or its successor, or the direct or indirect parent of either, or of any deferred compensation into which such stock options, stock appreciation rights, restricted shares or stock units were converted upon or prior to a Change of Control.

(d)               Involuntary Termination. “Involuntary Termination” shall mean:

(i)                 a material reduction in Executive’s title, duties, authorities or responsibilities as the Chief Financial Officer of the Company without the Executive’s consent;

(ii)              without Executive’s express written consent, a reduction by the Company of Executive’s base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company;

(iii)            without Executive’s express written consent, the relocation of Executive’s principal place of employment, including Executive’s home office if Executive primarily works from Executive’s home, to a facility or a location more than forty (40) miles from its location as of the Effective Date or, on or following a Change of Control, from its location immediately prior to such Change of Control;

(iv)             any termination of Executive by the Company which is not effected for Cause; or

(v)               the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 10 below.

A termination shall not be considered an “Involuntary Termination” unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (iv) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination.

(e)               Termination Date. “Termination Date” shall mean Executive’s “separation from service” within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

2.                  Term of Agreement. This Agreement will automatically terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

3.                  At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law.

4.                  Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within twelve months (12) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a release in a form approved by the Company (a “Release”) that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below:

(a)               100% of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the later of the Termination Date or the Change of Control;

(b)               payment (or reimbursement) of up to 12 months of premiums under COBRA for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date, but not beyond the date that Executive (or his eligible dependents) become COBRA ineligible, provided that Executive is solely responsible for timely electing COBRA continuation coverage, and provided further, however, that notwithstanding the foregoing, in the event that the Company determines that such COBRA premium payments could result in adverse tax treatment to the Company or Executive under applicable law, the Company may instead provide Executive with payments during the foregoing coverage period equivalent in value to the COBRA premiums otherwise payable by the Company hereunder, but without regard to whether Executive (or his eligible dependents) continue group health coverage under the Company’s group health plan; and

(c)               all of Executive’s outstanding Equity Awards subject to time-based vesting only will become fully vested and exercisable; provided, however, that notwithstanding any contrary provision in the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4 as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the portion of the Equity Award subject to such accelerated or credited vesting shall not be forfeited or terminated upon the Termination Date but shall remain outstanding until immediately prior to the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the Change of Control, and (3) any options and stock appreciation rights will remain outstanding and exercisable in accordance with, and for the post-termination exercisability period set forth in, the applicable Equity Award agreement as if Executive’s status as a service provider of the Company had ceased as of the Change of Control (provided that in no event will an Equity Award remain outstanding after the expiration of the Equity Award’s maximum term to expiration and, for the avoidance of doubt, subject to any earlier termination in accordance with the terms and conditions of the Company’s plan, including if applicable, its termination in connection with the Change of Control).

5.                  Involuntary Termination Apart from a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination that occurs more than three (3) months prior to or twelve (12) months after a Change of Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below:

(a)               100% of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the Termination Date; and

(b)               payment (or reimbursement) of up to 6 months of premiums under COBRA for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date, but not beyond the date that Executive (or his eligible dependents) become COBRA ineligible, provided that Executive is solely responsible for timely electing COBRA continuation coverage, and provided further, however, that notwithstanding the foregoing, in the event that the Company determines that such COBRA premium payments could result in adverse tax treatment to the Company or Executive under applicable law, the Company may instead provide Executive with payments during the foregoing coverage period equivalent in value to the COBRA premiums otherwise payable by the Company hereunder, but without regard to whether Executive (or his eligible dependents) continue group health coverage under the Company’s group health plan.

6.                  Mutually Exclusive Benefits. For the avoidance of doubt, the benefits afforded under Sections 4 and 5 are mutually exclusive. If Executive has an Involuntary Termination within three (3) months prior to a Change of Control and becomes entitled to cash severance pursuant to Section 4, but already received cash severance pursuant to Section 5, the amount of the cash severance payable pursuant to Section 4 shall be offset by the amount already paid, subject to compliance with Section 409A of the Code.

7.                  Accrued Wages and Vacation; Expenses. If Executive’s employment with the Company terminates, without regard to the reason for, or the timing of, Executive’s termination of employment, then (i) the Company shall pay Executive any unpaid wages due for periods prior to the Termination Date; (ii) the Company shall pay Executive all of Executive’s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by Executive, the Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by law.

8.                  Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s benefits under this Agreement shall be either:

(a)               delivered in full or

(b)               delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to Section 409A of the Code, and then shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

9.                  Section 409A; Delayed Commencement of Benefits. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Code (“Section 409A”), and this Agreement shall be administered accordingly. In the event that any changes to this Agreement or any additional terms are required to ensure that a payment is either exempt from or complies with Section 409A so that the additional taxes under Section 409A are not applied, Executive hereby agrees that the Company may make such change or incorporate such terms (by reference or otherwise) without Executive’s consent. Each payment contemplated by this Agreement will be treated as a separate payment for purposes of Section 409A. If any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to Executive prior to the earliest of (a) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company, (b) the date of Executive’s death or (c) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. Notwithstanding anything herein to the contrary, the Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant, as applicable.

10.              Successors.

(a)               Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.

(b)               Executive’s Successors. Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

11.              Notices.

(a)               General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to Executive at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)               Notice of Termination. Any termination by the Company for Cause or by Executive as a result of an Involuntary Termination shall be communicated by a notice of termination to the other party hereto given in accordance with this Section 11. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than thirty (30) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive’s rights hereunder, subject to the requirements of Section 1(d).

12.              Arbitration. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Santa Clara, California, except that any alleged breach of Executive’s confidential information obligations shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.

13.              Miscellaneous Provisions.

(a)               No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Executive may receive from any other source.

(b)               Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)               Integration. This Agreement supersedes and replaces any prior agreements, representation or understandings, whether written, oral, express or implied, between Executive and the Company, including but not limited to the Retention and Ownership Change Event Agreement entered into between Executive and the Company effective May 22, 2021 and any accelerated vesting provisions set forth therein or in any other agreement applicable to Executive’s Equity Awards (to the extent modified by this Agreement), and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof.

(d)               Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.

(e)               Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)                Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

(g)               Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

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