Employment Agreement - Handspring Inc. and Bernard Whitney


Bernard Whitney
May 31, 1999

Dear Bern:

Handspring, Inc. (the "Company") is pleased to offer you a
position as Chief Financial Officer reporting me, on the terms
set forth in this letter agreement. The effective date is your
start date, which is anticipated to be June 21, 1999.

COMPENSATION. Your initial salary will be $180,000 annually,
payable in accordance with the Company's customary payroll
practice as in effect from time to time. You also will receive
the Company's standard employee benefits package, and will be
subject to the Company's vacation policy, as such package and
policy are in effect from time to time.

STOCK OPTION. Effective at the next Company's Board of
Directors meeting, I will recommend that the Board grant you
an incentive stock option, effective upon the date of your
commencement of employment, to purchase 300,000 shares of
Company Common Stock pursuant to the Company's Stock Option
Plan. The exercise price for this option will be the
then-current fair market value of the Company Common Stock at
the date of the grant. The option will become exercisable
according to the Company's standard four year exercise
schedule, which calls for an initial vesting of 25% of the
total after the first year of continuous service, and
thereafter an additional 1/36 per month will become
exercisable, at the close of each month during which you
remain employed with the Company, over the remainder of the
exercise term.

If the Company raises money through an additional outside,
private equity financing of Preferred B stock, you will be
issued additional options at that time so as to not dilute
your then current ownership position in the Company
represented by the 300,000 options. This anti-dilution option
does not apply to subsequent private equity financings after
the Preferred B, a public offering of the Company's stock, a
reasonable expansion of the employee stock option pool, or
convertible debt. These additional options will be priced at
the current market value as of the date of issue, and will
vest 25% on the anniversary of that grant, with an additional
1/36 per month at the close of each month thereafter.

If the Company experiences a change of control event such that
more than 50% of the Company is sold to another corporation,
your unvested stock options will immediately vest. If any such
vesting would result in any taxes under Section 280G of the
Internal Revenue Code, you may either decline such vesting or
retain such vesting at your election so as to maximize your
benefits from the Company. An initial public offering of the
Company's stock is not considered a change of control event.
The sale of the shares which are the subject of this letter
has not been qualified with the Commissioner of Corporations
of the State of California, and the issuance of shares or the
payment or receipt of any part of the consideration for the
shares prior to such qualification is unlawful, unless the
offer and sale are exempt from the qualification provisions.
The rights of all parties to this letter are expressly
conditioned upon such qualification being obtained or an
exemption being available.

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 which 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. 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. 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 should be
regarded by you as 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.

AUTHORIZATION TO WORK. Because of Federal regulations adopted
in the Immigration Reform and Control Act of 1986, you will
need to present documentation demonstrating that you have
authorization to work in the United States. This requirement
applies to U.S. and non-U.S. citizens alike.

ACCEPTANCE OF OFFER. If you decide to accept our offer, please
sign the enclosed copy of this letter 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 all other or prior agreements by you with the
Company as to the specific subjects of this letter, will be
binding upon and inure to the benefit of our respective
successors and assigns and your heirs, administrators and
executors, will be governed by California law, and may only be
amended in writing signed by both you and the Company.
This offer will expire on June 1, 1999. We're all excited to
have you join the company!

Best regards,
Donna Dubinsky
President & CEO

Agreed by:
/s/  Bern Whitney
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