Employment Agreement – Palm Inc. and Dave Nagel
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September 13, 2001 Dave Nagel, Ph.D. Dear Dave: This letter amends and restates in its entirety that certain letter dated August 10, 2001 between you and Palm. All terms of the prior letter are replaced by the It is my pleasure to extend a revised offer of employment to you with Newco, Inc. (Newco), an initially wholly-owned subsidiary of Palm to be formed as soon as Your A stock option plan for Newco will be established promptly following Newcos Page 2 diluted basis assuming convertibility of all other forms of security into common stock, including but not limited to the You will also receive two restricted stock grants (Restricted Stock Grants) of Palm shares. The first grant of 50,000 shares will be scheduled to cliff vest two (2) years after grant and will accelerate We are pleased to offer you a sign-on/retention bonus of $200,000.00, payable over the next Newco shall offer you the same Page 3 established by Newco (including any sabbatical program). Your benefits will depend upon the terms of the benefit plans and Your employment is As a condition of employment, you must sign a Conflicts, Confidential Information And Assignment Of Invention Agreement as provided by Newco and Palm stating, among other things, that you The terms and conditions of your proposed employment with Newco in this letter supersede any contrary verbal If Palm or Newco terminates your employment relationship without cause, you shall be paid all base salary and your prorated bonus calculated at 100% of target or greater percentage if For purposes of this Agreement, Cause shall mean: Page 4
For purposes of this definition, an act or Anything herein to the contrary notwithstanding, your employment shall not be terminated for Cause, unless written notice stating the basis for the termination is provided to you and you are given fifteen (15) You shall also have the right for Good Reason to resign from Newco and to receive the Severance Benefits provided herein. For the purposes of this Agreement, Good Reason shall mean without
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For the purpose of any determination regarding the Palm currently is amending the form of Change of Control agreement provided to its senior executives. You also will receive one of those agreements. However, please be aware that benefits under your Change of In the event that the benefits provided for in this Agreement or otherwise payable to you constitute parachute payments within the meaning of Section 280G of the Internal Page 6 interpretations concerning the application of Sections 280G and 4999 of the Code. Newco or Palm shall furnish to the Accountants such You shall not be required to mitigate the value of any of the benefits contemplated by this Agreement, nor shall such benefits be reduced by any earnings or benefits that you may Consent is given to your membership on the Board of Directors for Liberate, RespondTV and Arcsoft. Your activities on behalf of such Boards shall not interfere with Newco or Palm shall pay your reasonable attorneys fees and expenses (not to exceed $7,500) in connection with the negotiation of this Agreement. This offer of Let me close by reaffirming our belief that the skill and background you bring to Palm Inc. and Newco will be instrumental to the future success of the Company. It is the collective Sincerely, Eric Benhamou I accept the offer of employment
Page 7 EXHIBIT A
ACTIONS REQUIRED TO BE TAKEN BY PALM
Page 8 EXHIBIT B
ACTIONS REQUIRED TO BE TAKEN BY DAVE NAGEL
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