Sample Business Contracts
Offer Letter [Amendment] - Palm Inc. and Jonathan Rubinstein
Offer Letter Amendment
WHEREAS, Palm, Inc. ("Palm" or the "Company") made an offer of employment, dated June 1, 2007, to Jonathan Rubinstein ("Mr. Rubinstein" or "you"), which Mr. Rubinstein accepted on June 1, 2007 (the "Offer Letter");
WHEREAS, the Offer Letter indicated that Mr. Rubinstein would, as of the Effective Date, become a member of Palm's Board of Directors in Class 3, with a term lasting until the Company's 2008 annual meeting (the "Director Classification");
WHEREAS, the Offer Letter contained a description of equity awards to be granted to Mr. Rubinstein under the headings "Stock Options" and "Performance Shares" (together, the "Equity Awards"); and
WHEREAS, the Company and Mr. Rubinstein desire to revise the terms of the Offer Letter with respect to the Director Classification and the vesting of the equity awards;
NOW, THEREFORE, the Company and Mr. Rubinstein agree as follows:
Following the Effective Date, Palm's Board of Directors or its designee will grant you an option to purchase a total of 2,000,000 shares of Palm's common stock subject to the terms and conditions set forth in Palm's standard stock option agreement, except as set forth below. The per share exercise price for the option will be set at the closing price of Palm's common stock on the sixth day of the month (the "Grant Date") following the month (extending from the 2nd day of a calendar month through the 1st day of the next calendar month) that includes the Effective Date or, if the stock market is closed on that date, the closing price of Palm's common stock on the last trading day prior to that date.
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For example, if the Effective Date is between August 2nd and September 1st, your grant date will be September 6 and the option will be priced as of the close of trading on September 6; if the stock market is closed on September 6, then the option shares will be priced as of the close of trading on the last trading day prior to September 6, but the Grant Date will remain September 6.
Contingent on you being an employee or other service provider of Palm on each vesting date, the option will vest over 45 months as follows:
The option will vest as to 1,000,000 shares subject only to time-based vesting: the option will vest as to 25% of such 1,000,000 shares on the 9-month anniversary of the Grant Date, and will vest with respect to the remainder of such 1,000,000 shares in equal monthly installments through and including the 45-month anniversary of the Grant Date.
The option will vest as to 1,000,000 shares on a combination of performance-based vesting and time-based vesting. Provided that the Cumulative Total Shareholder Return (or "CTSR") targeted for each tranche is achieved, the option will vest in tranches over time, as specified below. For all purposes in this letter, CTSR shall be measured as the cumulative increase in the price per share of Palm's common stock (measured as the price reported by the Nasdaq Global Market or such other exchange which is at the time the principal market for Palm's common stock) reported as the closing price. The starting point for the measurement of CTSR shall be the lower of (i) $8.50 per share or (ii) the per share exercise price of the option granted to you pursuant to this letter. In the event that any dividends are paid on Palm's common stock (other than dividends paid in common stock), the CTSR will be calculated as though such dividends were used to purchase additional shares of Palm's common stock, in the same manner as required by the Securities Exchange Commission for proxy statement purposes.
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performance threshold not be achieved as of the 45-month anniversary of the Grant Date, the option will be forfeited with respect to the unvested portion on such date.
Your Option Agreement will provide that if the exercise of your option following your termination of service with the company would be prohibited any time solely because the issuance of shares of company common stock would violate the registration requirements under the Securities Act of 1933, then your option shall terminate on the earlier of the expiration of the term of the option or the expiration of a period of three months after the termination of your service during which the exercise of the option would not be in violation of such registration requirements.
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.
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[End of Amended and Restated "Stock Options and Performance Shares Sections]
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