##### 



Exhibit 10.1
 PALMONE, INC.
 AMENDED AND RESTATED
1999 STOCK PLAN
 Purposes of the Plan
 
    
    to attract and retain the best available personnel for positions of
substantial responsibility,
    
    to provide additional incentive to Employees, Directors and Consultants, and
    
    to promote the success of the Companys business.
  Definitions
 Administrator
 Applicable Laws
 Award
 Award Agreement
 Award Exchange Program
 Awarded Stock
 Board




---



##### 



Cash Position
 Cause
 Change of Control
      Code




---



##### 



Committee
 Common Stock
 Company
 Consultant
 Director
 Disability
 Effective Date
 Employee
 Exchange Act
 Expenses
 Fair Market Value
 The Wall Street Journal
 The Wall Street Journal




---



##### 



GAAP
 Gross Margin
 Incentive Stock Option
 Net Income
 Nonstatutory Stock Option
 Notice of Grant
 Officer
 Operating Cash Flow
 Operating Income
 Operating Margin
 Option
 Parent
 Participant
 Performance Goals




---



##### 



Performance Period
 Performance Share
 Performance Unit
 Plan
 Profit After Tax
 Restricted Stock
 Return on Assets
 Return on Equity
 Return on Sales
 Revenue
 Rule 16b-3
 Section 16(b)




---



##### 



Service Provider
 Share
 Stock Appreciation Right
 Stock Purchase Right
 Subsidiary
 3Com
 Total Stockholder Return
 Unit Sales
 Stock Subject to the Plan *
  
 *
    
    This number includes the 20 million Shares initially reserved for issuance under the Plan, plus the Shares that have been added
annually pursuant to this Section 3 since the first day of the Companys 2001 fiscal year through June 1, 2004 as adjusted for the
1-for-20 reverse stock split effected on October 15, 2002. This number also includes 2,092,309 shares added pursuant to this Section
3 as a result of the increase in issued shares of Common Stock resulting from any adjustment pursuant to Section 13(c) hereof in
connection with the transaction in which the Companys interest in its PalmSource, Inc. subsidiary is distributed to the Companys
stockholders.




---



##### 



provided
 Administration of the Plan
 Procedure
 Multiple Administrative Bodies
 Section 162(m)
 Rule 16b-3
 Other Administration
 Powers of the Administrator




---



##### 








---



##### 



Effect of Administrators Decision
 Eligibility
 Limitations
       Term of Plan




---



##### 



Term of Option
 Option Exercise Price and Consideration
 Exercise Price
 Waiting Period and Exercise Dates
 Form of Consideration
         Exercise of Option
 Procedure for Exercise; Rights as a Stockholder




---



##### 



Termination of Relationship as a Service Provider
 Disability of Participant
 Death of Participant




---



##### 



Buyout Provisions
 Stock Purchase Rights
 Rights to Purchase
 Repurchase Option
 General Restrictions
 Section 162(m) Performance Restrictions




---



##### 



Other Provisions
 Rights as a Stockholder; Dividends
 Stock Appreciation Rights
 Grant of SARs
 Exercise Price and other Terms
 SAR Agreement
 Expiration of SARs
 Payment upon Exercise of SAR
 Payment of SAR Amount
   Performance Units and Performance Shares
 Grant of Performance Units/Shares




---



##### 



Value of Performance Units/Shares
 Performance Objectives and Other Terms
 General Performance Objectives or Vesting Criteria
 Section 162(m) Performance Objectives
 Earning of Performance Units/Shares
 Form and Timing of Payment of Performance Units/Shares




---



##### 



Cancellation of Performance Units/Shares
 Deferrals
 Transferability of Awards
 Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale
 Changes in Capitalization
 Dissolution or Liquidation




---



##### 



Merger or Asset Sale
  Date of Grant




---



##### 



Amendment and Termination of the Plan
 Amendment and Termination
 Stockholder Approval
 Effect of Amendment or Termination
 Conditions Upon Issuance of Shares
 Legal Compliance
 Investment Representations
 Inability to Obtain Authority
 Reservation of Shares
 Stockholder Approval
 Indemnification




---



##### 



Successors
 Severability
 Governing Law
 Withholding Requirements