Exhibit 10.1
PALM, INC.
1999 STOCK PLAN
PERFORMANCE SHARE
AGREEMENT
Grant #
NOTICE OF
GRANT
Palm, Inc. (the
“Company”) hereby grants you, [NAME OF DIRECTOR] (the
“Grantee”), the number of performance shares indicated
below (the “Performance Shares”) under the
Company’s 1999 Stock Plan (the “Plan”). The date
of this Agreement is [DATE] (the “Grant Date”). Subject
to the provisions of Appendix A (attached hereto) and of the
Plan, the principal features of this Award are as
follows:
Total Number of Performance
Shares: [NUMBER]
Purchase Price per
Share: $0.001
Total Purchase Price:
$[NUMBER]
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Vesting Commencement Date:
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[DATE]
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Vesting
Schedule:
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Thirty-three and one-third percent
(33 1/3 rd %) of the Performance Shares shall
vest on each anniversary of the Vesting Commencement Date (in the
case of grants for which the Vesting Commencement Date is the date
of the Company’s annual meeting of stockholders, the
anniversary of the Vesting Commencement Date shall be deemed to be
the date of the Company’s annual meeting of stockholders in
the applicable subsequent year rather than on the calendar year
anniversary of the Vesting Commencement Date), subject to
Grantee’s remaining a Director through each applicable
vesting date.
Your signature below and/or your
acceptance of Shares in payment of this award indicates your
agreement and understanding that this grant is subject to all of
the terms and conditions contained in the Plan and this Performance
Share Agreement (the “Agreement”), which includes this
Notice of Grant and Appendix A. For example, important additional
information on vesting and termination of this Performance Share
grant is contained in paragraphs 4 through 8 of Appendix A.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A,
WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
PERFORMANCE SHARE GRANT.
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PALM,
INC.
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GRANTEE
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By:
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Edward T.
Colligan
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[NAME]
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President and
Chief Executive Officer
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APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE SHARES
1. Grant . The Company hereby
grants to the Grantee under the Plan at the per share price of
$0.001, equal to the par value of a Share, the number of
Performance Shares indicated in the Notice of Grant, subject to all
of the terms and conditions in this Agreement and the
Plan.
2. Payment of Purchase Price
. When the Performance Shares are paid out to the Grantee, the
purchase price will be deemed paid by the Grantee for each
Performance Share through the past services rendered by the
Grantee, and will be subject to appropriate withholding taxes, if
any.
3. Company’s Obligation to
Pay . Each Performance Share has an initial value equal to the
Fair Market Value of a Share on the date of grant. Unless and until
the Performance Shares have vested in the manner set forth in
paragraphs 4, 5, 6 or 10, the Grantee will have no right to
payment of such Performance Shares. Prior to actual payment of any
vested Performance Shares, such Performance Shares will represent
an unsecured obligation of the Company. Payment of any vested
Performance Shares will be made in Shares.
4. Vesting Schedule . Except
as otherwise provided in this Agreement, the Performance Shares
awarded by this Agreement are scheduled to vest in accordance with
the vesting schedule set forth in the Notice of Grant, subject to
Section 16 of the Plan. Performance Shares scheduled to vest
on any such date actually will vest only if the Grantee continues
to be a Director through such date.
5. Administrator Discretion .
The Administrator, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the
Performance Shares at any time, subject to the terms of the Plan.
If so accelerated, such Performance Shares will be considered as
having vested as of the date specified by the Administrator. If the
Administrator, in its discretion, accelerates the vesting of the
balance, or some lesser portion of the balance, of the Performance
Shares and if necessary, in the sole determination of the Company,
to avoid the imposition of any additional tax or income recognition
under Section 409A of the Code, the payment of such
accelerated Performance Shares nevertheless shall be made at the
same time or times as if such Performance Shares had vested in
accordance with the vesting schedule set forth in the Notice of
Grant (whether or not the Grantee remains a Director through such
date(s)).
6. Change of Control . If a
Change of Control occurs while the Grantee is serving as a Director
and the Grantee will cease to be a Director as an immediate and
direct consequence of the Change of Control, the Performance Shares
shall become fully vested on the date of the Change of
Control.
7. Payment after Vesting .
Any Performance Shares that vest in accordance with paragraphs 4, 6
or 10 will be paid to the Grantee (or in the event of the
Grantee’s death, to his or her estate) in Shares as soon as
practicable following the date of vesting, subject to paragraph 9.
Any Performance Shares that vest in accordance with paragraph 5
will be paid to the Grantee (or in the event of the Grantee’s
death, to his or her estate) in Shares in accordance with the
provision of such paragraph, subject to paragraph 9.
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8. Forfeiture .
Notwithstanding any contrary provision of this Agreement, the
balance of the Performance Shares that have not vested pursuant to
paragraphs 4, 5, 6 or 10 at the time the Grantee ceases to be a
Director will be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company. The Grantee
shall not be entitled to a refund of any of the price paid for the
Performance Shares forfeited to the Company pursuant to this
paragraph 8.
9. Withholding of Taxes .
Should the Company have any withholding obligations with respect to
the Performance Shares or the Shares issued in payment thereof, the
Company (or the employing Parent or Subsidiary) will withhold a
portion of the Shares otherwise issuable in payment for vested
Performance Shares that have an aggregate market value sufficient
to pay the minimum applicable federal, state and local income,
employment and any other applicable taxes required to be withheld
by the Company (or the employing Parent or Subsidiary) with respect
to the Shares (the “Minimum Withholding Amount”) or
require E*TRADE or the applicable broker utilized by the Company to
sell on the market a portion of the Shares that have an aggregate
market value sufficient to pay the Minimum Withholding Amount (a
“Sell to Cover”). Any Sell to Cover arrangement shall
be pursuant to terms specified by the Company from time to time. No
fractional Shares will be withheld, sold to cover the Minimum
Withholding Amount or issued pursuant to the grant of Performance
Shares and the issuance of Shares thereunder; unless determined
otherwise by the Company, any additional withholding necessary for
this reason will be done by the Company, in its sole discretion,
through the Grantee’s paycheck, if any, or through
direct
