Exhibit 10.62
June 10, 2009
Mr. Jon Rubinstein
c/o Palm, Inc.
950 West Maude Avenue
Sunnyvale, California 94085
Dear Jon:
On behalf of the Board of Directors
of Palm, Inc. ( “Palm” or the
“Company” ), I am pleased to offer you the
position of President and Chief Executive Officer of Palm,
effective June 12, 2009 (the “Effective
Date” ). Following the Effective Date, you will continue
to serve as Chairman of Palm’s Board of Directors (
“Board” ). The terms of your appointment as
President and Chief Executive Officer, and your continued service
as Chairman of Palm’s Board, are set forth below:
Chairman, President and Chief
Executive Officer .
As Palm’s President and Chief
Executive Officer ( “CEO” ), you will be the
most senior officer of the Company and will render such business
and professional services in the performance of your duties as are
customary to such offices and positions in a Delaware corporation
and consistent with Palm’s Certificate of Incorporation and
Bylaws, including general supervision, direction, and control of
the business and officers of Palm, subject in every case to the
direction and control of the Board and its committees. All
other executive officers and employees of Palm and its subsidiaries
will report directly to you or through such personnel as you shall
designate. You, in turn, shall report directly and solely to the
Board. You agree to serve without additional remuneration in
an executive or director capacity for one or more direct or
indirect subsidiaries of Palm as the Board may from time to time
request.
Following the Effective Date, you
will continue to serve as a member and as Chairman of Palm’s
Board. As Palm’s Chairman of the Board, you will carry out
the responsibilities assigned to the Company’s Chairman in
its Certificate of Incorporation, Bylaws and Corporate Governance
Guidelines as they may be modified from time to time by the Board
or its committees. Consistent with best practices, the
Company’s lead independent director will perform any duties
you may not be able to perform as an employee Chairman, such as
chairing separate meetings of the independent directors.
Hereafter, at each meeting of the
Company’s stockholders for which your designated class stands
for election and for so long as you are the Company’s
President and CEO, the Board or its designee will nominate you to
serve as a member of the Board and, subject to any required
shareholder approval, you shall serve as a member of the
Board
Mr. Jon Rubinstein
June 10, 2009
Page 2 of 9
for each period for which you are so nominated
and elected. Upon the termination of your employment for any
reason, and unless otherwise requested by the Board, you will be
deemed to have voluntarily resigned from the Board (and all other
positions held at the Company and its affiliates) without any
further action required by you or the Board. At the Board’s
request, you will execute any documents necessary to reflect your
resignation.
Obligations
.
As President and CEO, you shall
devote your full business efforts and time to Palm and will use
good faith efforts to discharge your obligations to the best of
your abilities and in accordance with each of the Company’s
Certificate of Incorporation, Bylaws, Corporate Governance
Guidelines, Employee Agreement (as defined below), U.S. Handbook
(Employee Standards and Guidelines) and Worldwide Code of Business
Conduct and Ethics. For so long as you serve as Palm’s
President and CEO, you agree not to actively engage in any other
employment, occupation, or consulting activity for any direct or
indirect remuneration without the prior approval of the Board
(which approval will not be unreasonably withheld); provided,
however, that you may, without the approval of the Board, serve in
any capacity with any civic, educational, or charitable
organization, provided such service does not interfere with your
obligations to the Company. You agree not to accept a position
on any other board of directors of a for-profit entity unless
approved in advance by the Board.
You hereby affirm that you are not
now a party to any contract, understanding, agreement or policy,
written or otherwise, which would be breached by your appointment
as President and CEO of Palm. You further represent that you have
disclosed to the Company in writing all threatened, pending, or
actual claims brought against you by any previous employer from and
after June 2, 2007, that are unresolved and outstanding as of
the date of this letter.
Compensation
.
Salary . As of the Effective Date, your base salary per
annum will be increased from the current $600,000 to $850,000,
payable periodically in accordance with the Company’s payroll
policies and procedures then in effect. Your salary will be subject
to annual review for increase by the Compensation Committee of the
Board, or any successor thereto (the “Committee”
). Any such increase shall be made in the sole discretion of the
Committee. Your annual salary of $850,000, as it may be increased
from time to time by the Committee pursuant hereto, shall be
referred to hereinafter as your “Base
Salary.”
Mr. Jon Rubinstein
June 10, 2009
Page 3 of 9
Annual Performance
Bonus . Your target
annual performance bonus will be 100% of Base Salary. The actual
amount payable to you as an annual performance bonus will be
dependent upon the achievement of annual performance objectives
established in the discretion of the Board or the Committee.
Accordingly, depending on whether such objectives are under- or
over-achieved, the actual amount payable to you as an annual
performance bonus may be less than, greater than or equal to the
target specified above. Subject to your continued employment with
the Company through the date on which such bonuses are paid, any
bonus payable pursuant to this paragraph shall be paid at the same
time as bonuses are payable to other executive officers of the
Company and in accordance with the provisions of the bonus plan
generally applicable to the Company’s executive officers as
the same may be in effect from time to time.
Long-Term Incentive
Awards .
Stock Options
. Subject to the Board’s
approval, the Committee will grant you an option to purchase
430,000 shares of Company common stock (
“Option” ) at an exercise price equal to the
closing price of Palm’s common stock on July 6, 2009
(the “Grant Date” ) or, if the stock market is
closed on that date, the closing price of Palm’s common stock
on the last trading day prior to that date. The option will be
subject to the terms and conditions set forth in Palm’s
standard stock option agreement and shall vest as to 1/48
th of the shares subject to the Option monthly so
that all of the shares subject to the Option shall be fully vested
and exercisable four (4) years from the Grant Date, subject to
your continued service with the Company on the relevant vesting
dates. The governing stock option agreement will provide that you
shall have up to twelve (12) months following the date you
cease (for any reason) to be an Employee, Director or Consultant of
the Company (as defined under the 1999 Stock Plan) within which to
exercise the Option. The governing stock option agreement will
further provide that if the exercise of your Option following your
termination of service with the Company would be prohibited at any
time solely because the issuance of shares of Company common stock
would violate the registration requirements under the Securities
Act of 1933, then your Option shall terminate on the earlier of the
expiration of the term of the Option or the expiration of a period
of twelve (12) months after the termination of your service
during which the exercise of the Option would not be in violation
of such registration requirements.
Performance Shares
. On the Grant Date and subject to
the Board’s approval, the Committee will grant you the right
to purchase 215,000 Palm performance shares (also known as “
restricted stock units ”) at a purchase price of $.001
per share, subject to the terms and conditions set forth in
Palm’s standard performance share agreement. Contingent on
your continued service with Palm on each vesting date, the
performance shares will vest in 25% increments on each of the first
four anniversaries of the Grant Date.
Mr. Jon Rubinstein
June 10, 2009
Page 4 of 9
Restricted Stock
. On the Grant Date and subject to
the Board’s approval, the Compensation Committee will grant
you the right to purchase 215,000 shares of restricted Company
stock at a price of $.001 per share, subject to the terms and
conditions set forth in Palm’s standard restricted stock
agreement. Contingent on your continued service with Palm on each
vesting date, the restricted stock will vest, and the
Company’s right of repurchase will lapse, in 25% increments
on each of the first four anniversaries of the Grant
Date.
Future Equity Awards
. Subject to the terms of this
Agreement, you shall be entitled to participate in any stock
option, performance share, performance unit or other equity based
long-term incentive compensation plan, program or arrangement
generally made available to executive officers of the Company, on
substantially the same terms and conditions as generally apply to
such other officers, except that the size of the awards made to you
shall reflect your position with the Company, the Committee’s
evaluation of your performance and competitive compensation
practices. The governing stock option agreement for any stock
option granted to you hereunder will provide that you shall have up
to twelve (12) months following the date you cease (for any
reason) to be an Employee, Director or Consultant of the Company
(
