exv10w61



 






Exhibit 10.61




January 25, 2005




Stephen Ambler

1995 Vincent Dr.

San Martin, CA 95046



RE: Employment with Immersion Corporation




Dear Stephen:




     Immersion Corporation (the “Company” or “Immersion”) is pleased to present this offer for the
position of “CFO, VP Finance”, on the terms set forth in this agreement, effective upon your
acceptance by execution of a counterpart copy of this letter where indicated below.



     Reporting Duties and Responsibilities. In this position, you will report to Victor
Viegas, President and CEO.



     Background Investigation — This offer is contingent upon a satisfactory background
investigation. This agreement may be revoked in the event the results of the investigation do not
meet Immersion’s requirements.



     Salary and Benefits. Your initial base salary will be $200,000 annually, payable in
accordance with the Company’s customary payroll practice, which is bi-weekly. This offer is for a
full time, salaried, exempt position, located at the San Jose office of the Company, except as
travel to other locations that may be necessary to fulfill your responsibilities. Your performance
will be reviewed in January 2006 during our company’s focal review process, and annually
thereafter. You will also receive the Company’s standard employee benefits package. A copy of our
current benefits package is enclosed but may be subject to change at any time.



     Stock Options. Effective upon board approval, the Company will grant you an option to
purchase 175,000 shares of the Company’s Common Stock pursuant to the Company’s stock option plan
and standard stock option agreement. All options will have an exercise price that will be equal to
the fair market value of the Company’s Common Stock at the date of grant. The options will become
exercisable over a four-year exercise schedule with 25% of the shares vesting at the end of your
first twelve months of service, and with an additional 2.083% vesting per month thereafter, at the
close of each month during which you remain employed with the Company.



     Confidential Information. As an employee of the Company, you will have access to
certain Company confidential information and you may during the course of your employment, develop
certain information or inventions that will be the property of the Company. To protect the
interest of the Company, you will need to sign the Company’s standard “Employee Inventions and
Confidentiality Agreement” as a condition of your employment. A copy of the agreement is attached
for your review. We wish to impress upon you that we do not wish you to bring with you any
confidential or proprietary material of any former employer or to violate any other obligation to
your former employers.



     At-Will Employment. While we look forward to a long and profitable relationship,
should you decide to accept our offer, you will be an at-will employee of the Company, which means
the employment relationship can be terminated by either of us for any reason at any time. Any
statements or representations to the contrary (and indeed, any statements contradicting any
provision in this letter) should be regarded by you as



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ineffective. Further, your participation in any stock option or benefit program is not to be
regarded as assuring you of continuing employment for any particular period of time.



Notwithstanding the above, Immersion agrees that:



If your employment is terminated without Cause within the first 24 months from your official start
date, and you execute a general release of all known and unknown claims against the Company in a
form reasonably acceptable to the Company, then:




	 	a.  	you will continue to receive payment of your then-current base salary at
your base salary rate effective as of the date of such termination, less applicable
withholding, for three (3) months following your termination, and






	 	b.  	you will be entitled to elect to purchase group health insurance coverage
in accordance with federal law (COBRA). If you timely elect COBRA coverage, then the
Company shall pay the premiums for your COBRA coverage for the following three (3)
month period. Thereafter, you may elect to purchase COBRA coverage at your own
expense, and





For purposes of this Agreement, Cause shall mean the occurrence of any one or more of the
following:




	 	1.  	your willful and repeated failure to comply with the lawful written
direction of the CEO, after receiving written notice;






	 	2.  	your gross negligence or willful misconduct in the performance of
your duties, after receiving written notice;






	 	3.  	the conviction of or entry of a plea of nolo contender or guilty to
a felony or a crime causing demonstrable material harm to the Company






	 	4.  	your engaging in fraudulent, illegal, or unethical conduct or
activities which cause damage to the property, business or reputation of the
Company;






	 	5.  	Intentional damage or destruction to, or theft of, Company
property;






	 	6.  	Material breach of your confidentiality obligations to the Company,
or misrepresentation of material information related to your employment history
or educational background;






	 	7.  	Your diversion or attempted diversion of company potential or
current business to other entities; or






	 	8.  	Your possession or use of illegal or unauthorized controlled
substances during working hours or in company facilities at any time





     Authorization to Work. The Immigration Reform and Control Act of 1986 requires you,
within three business days of hire, to present documentation demonstrating that you have
authorization to work in the United States. Acceptable documentation is shown on the enclosed form
titled Employment Eligibility Verification (Form I-9). Please bring this form to work along with
the appropriate documentation to the new employee orientation on your first day of employment. If
you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens
alike, please contact our Human Resources department.



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     Term of Offer. This offer will remain open until close of business on January 31,
2005. If you decide to accept our offer, and we hope that you will, please sign the enclosed copy
of this letter in the space indicated and return it to me. Upon your signature below, this will
become our binding agreement with respect to the subject matter of this letter, superseding in
their entirety all other or prior agreements by you with the Company as to the specific subjects of
this letter, and will be binding upon and inure to the benefit of our respective successors and
assigns, and heirs, administrators and executors, will be governed by California law, and may only
be amended in writing signed by you and the Company .



     Start Date. This offer is made with the understanding that you will start
employment with Immersion on or about February 22, 2005. For purposes of this Agreement, the term
“start date” shall mean the day on which you commence employment with the Company.



     Stephen, we are excited and pleased to have you join the Immersion team in this exciting role
and we look forward to a mutually beneficial working relationship.



Sincerely,





	 	 	 
	/s/ Victor Viegas

	 	/s/ Tino Silva
	 

	 	 
	Victor Viegas

	 	Tino Silva
	President and CEO

	 	Director of Human Resources
	 
	Agreed and Accepted:
	 	 
	 
	/s/ Stephen Ambler

	 	1/27/05
	 

	 	 
	Stephen Ambler

	 	Date






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