PALM » Topics » Performance Shares:

These excerpts taken from the PALM 10-Q filed Jan 9, 2008.

Performance Shares:

On the Grant Date, Palm’s Board of Directors or its designee will grant you 1,000,000 Palm performance shares (also known as restricted stock units or RSUs), subject to the terms and conditions set forth in Palm’s standard performance share agreement, except as set forth below. Contingent on you being an employee or other service provider of Palm on each vesting date, the performance shares will vest over 45 months as follows:

500,000 restricted stock units will be subject only to time-based vesting, and will vest in 25% increments on each of the 9-month, 21-month, 33-month and 45-month anniversaries of the Grant Date.

500,000 restricted stock units will vest based on a combination of performance-based vesting and time-based vesting as described below. Provided that the CTSR targeted for each tranche is achieved (either before or after the time-based vesting), the restricted stock units will vest as to the unvested shares remaining in that tranche over time.

 

   

As to 250,000 of these restricted stock units, 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 9-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 21-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 33-month anniversary of the Grant Date; and 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 45-month anniversary of the Grant Date. Should the CTSR performance threshold not be achieved within 45 months from the Grant Date, the restricted stock units will be forfeited on such date.

 

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As to 250,000 of these restricted stock units, 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 9-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 21-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 33-month anniversary of the Grant Date; and 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 45-month anniversary of the Grant Date. Should the CTSR performance threshold not be achieved within 45 months from the Grant Date, the restricted stock units will be forfeited on such date.

[End of Amended and Restated “Stock Options and Performance Shares Sections]

 

3. Effective Date; Miscellaneous. This Offer Letter Amendment is intended to be and shall be effective as of the Effective Date. Except as expressly set forth in this Offer Letter Amendment, the Offer Letter shall remain in full force and effect and shall not be amended hereby. Capitalized terms used in this Offer Letter Amendment and not otherwise defined in this Offer Letter Amendment shall have the meanings given to such terms in the Offer Letter.

 

PALM, INC.     JONATHAN RUBINSTEIN
By:   /s/ Edward T. Colligan     /s/ Jonathan Rubinstein
  Edward T. Colligan     Jonathan Rubinstein
  President and CEO      
Date:   10/26/07     Date:   10/29/07

 

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Performance Shares:

On the Grant Date, Palm’s Board of Directors or its designee will grant you 1,000,000 Palm performance shares (also known as restricted stock units or RSUs), subject to the terms and conditions set forth in Palm’s standard performance share agreement, except as set forth below. Contingent on you being an employee or other service provider of Palm on each vesting date, the performance shares will vest over four years as follows:

500,000 restricted stock units will be subject only to time-based vesting, and will vest in 25% increments on each of the first four 12-month anniversaries of the Grant Date.

500,000 restricted stock units will vest based on a combination of performance-based vesting and time-based vesting as described below. Provided that the CTSR targeted for each tranche is achieved (either before or after the time-based vesting), the restricted stock units will vest as to the unvested shares remaining in that tranche over time.

 

   

As to 250,000 of these restricted stock units, 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 12-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 24-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 36-month anniversary of the Grant Date; and 25% will vest on the later of the date that Palm achieves a CTSR of 50% or the 48-month anniversary of the Grant Date. Should the CTSR performance threshold not be achieved within four years from the Grant Date, the restricted stock units will be forfeited on such date.

 

   

As to 250,000 of these restricted stock units, 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 12-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 24-month anniversary of the Grant Date; 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 36-month anniversary of the Grant Date; and 25% will vest on the later of the date that Palm achieves a CTSR of 100% or the 48-month anniversary of the Grant Date. Should the CTSR performance threshold not be achieved within four years from the Grant Date, the restricted stock units will be forfeited on such date.

EXCERPTS ON THIS PAGE:

10-Q (2 sections)
Jan 9, 2008
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