Exhibit 10.1
PortalPlayer, Inc.
70 W. Plumeria
Drive
San Jose, CA 95134
December 22, 2005
Robert A. Gunst
Dear Mr. Gunst:
On behalf of PortalPlayer, Inc. (the
“Company”), I am pleased to inform you that the
Nominating and Corporate Governance Committee of the Board of
Directors intends to nominate you to become a member of the Board
of Directors of the Company (the “Board”). Upon your
acceptance of this letter, and upon election by the Board, your
initial term of election shall be until the 2006 Annual Meeting of
Stockholders.
1. Compensation . The Company
will reimburse you for reasonable expenses in connection with
attendance at Board and committee meetings. In connection with your
service as a director, you will receive an annual compensation
retainer of $20,000, to be paid in quarterly installments. All
annual compensation will be pro rated for the portion of the year
during which you are a director. Should you subsequently become a
member of any committees of the Board, you will receive additional
compensation for such participation in those committees.
2. Stock Options . Upon your
election to the Board, you will be granted an option to purchase
27,916 shares of the Company’s Common Stock and 4,583 shares
of restricted stock. The stock option exercise price per share will
be equal to the closing fair market value per share on the date the
option is granted. The option will
