Exhibit 10.64
IMMERSION
FY2006
Variable Compensation Plan
Mike Zuckerman
OBJECTIVES
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The specific aim of the 2006 Variable Compensation Plan is to focus Sales and
Business Development on Immersion's revenue, operating profit, gross margin
goals and business objectives, and to reward achievement of those goals.
ELIGIBILITY
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In addition to your base salary, you are eligible to receive quarterly payments
under Immersion's 2006 Variable Compensation Plan as set out in the attached
document titled Attachment A.
Eligibility will be subject to the review and approval of the Director of Human
Resources and both the CFO and CEO. The terms and conditions of this
Compensation Plan will supersede all prior Variable Compensation Plans with
respect to the subject matter herein.
COMMISSION ADMINISTRATION
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The terms and conditions of this plan are effective from the beginning to the
end of the fiscal year. Immersion may cancel, suspend or revise these terms and
conditions for any reason at any time.
Payments will be made as payroll checks and will be subject to the usual
mandatory withholding of federal and state income and employment taxes. All
variable compensation payments will be paid approximately 45 days after the end
of each quarter, once the revenues have been finalized, the earnings have been
announced for that quarter, and synchronized with the next payroll period.
Nothing in this plan shall in any way diminish or limit the Company's right to
terminate the employment of any participant, at-will, at any time. All employees
of the company are employed on an "at-will" basis, which means that either the
employee or the company may terminate the relationship at any time with the
understanding that neither party has the obligation to base that decision on any
reason other than their intent not to continue the employment relationship.
For purposes of these plans, if for any reason the participant's employment with
Immersion terminates, the last day of work is defined as the last day on which
work duties are actually performed by the participant. Specifically excluded
from eligibility for commission determinations are all periods of pay in lieu of
notice, severance, or any other post-termination benefits or compensation
period.
EXECUTIVE'S DISCRETION
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The terms of the Variable Compensation Plan (VCP) do not form part of any
employee's contract of employment and no employee will have or become entitled
to any rights or damages or other compensation during or on the termination of
their employment in respect of the loss or alteration of any rights or
expectations they may have under this plan at any time. All VCP payments are at
the discretion of the executive staff, and the provisions of this plan can be
changed at any time, for any reason, including termination of the plan.
VARIABLE COMPENSATION PLAN DEFINITIONS
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Revenue is defined as sales that are recognizable by Immersion for the quarterly
period as reported in the quarterly audited financial statements. It is not
cash-in. Development contracts are usually recognized on a percentage complete
basis. Extended warranties and software maintenance contracts are usually
recognized over the life of the contract.
Cost of Goods Sold is the direct and allocated indirect production costs of
producing goods and services.
Gross Margin (GM) is determined by subtracting the Cost of Goods Sold (COGS)
from the actual sale price of the product. The net result is the GM.
Operating Profit (Loss) is Business Unit Operating Profit (Loss) less corporate
support costs, litigation expenses, intangible amortization and stock based
charges.
Business Unit Operating Profit (Loss) can be defined as the revenue less
departmental cost of goods sold and direct operating expenses for a business
unit. Direct operating expenses are the expenses directly charged to a business
unit including all allocated departmental expenses.
MBO's can be defined as business objectives with specific milestones which must
be completed, in strict accordance with the stated terms and conditions
associated with each MBO, to the satisfaction of the GM, CFO and CEO.
/s/ Michael Zuckerman 3/27/2006
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Name Date
/s/ Michael Zuckerman 3/27/2006
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Business Unit Vice President Date
/s/ Stephen Ambler 3/27/2006
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CFO Date
/s/ Victor Viegas 3/27/2006
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CEO Date
/s/ Tino Silva 3/27/2006
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Director of Human Resources Date
Attachment A
VARIABLE COMPENSATION PLAN DESIGN
Summary:
Your commissions are paid based on actual business unit operating profit
for the business segment of the company under your management.
There is no cap or limit on how much commission can be earned. Commissions
will be paid quarterly as follows:
Quarterly Gross Commissions
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Quarterly Gross Commission (QGC) will be calculated based on 2006 Year-To-Date
(YTD) Business Unit Operating Profit PRIOR to any accrual or expense deduction
for your 2006 commission. The Business Unit Operating Profit prior to any
accrual or expense deduction for your 2006 commission is multiplied by the
Variable Compensation Rate as set out below to calculate the Year-To-Date
Payable Amount. The actual payment for the quarter will be this Year-to-Date
Payable Amount less all sums paid in previous quarters, if any.
Q1 Plan - Relates to 3D, 3Di and Automotive Businesses combined
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Business Unit Operating Profit Variable Compensation Rate (VCR)
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Tier 1 $0 to $466,000 2.15%
Tier 2 > $466,000 3.0%
Q2 - Q4 Plan - Relates to 3D and 3Di Businesses combined (excludes Auto)
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Cumulative Q2 - Q4 Business Unit
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Operating Profit Variable Compensation Rate (VCR)
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Tier 1 $0 to $1,138,000 3.96%
Tier 2 > $1,138,000 3.0%