Form of Restricted Stock Purchase Agrmt for US Grantees under 1999 Stock Plan



 Exhibit 10.41 
 PALM, INC. 
 1999 STOCK PLAN 
 NOTICE OF GRANT OF STOCK PURCHASE RIGHT 
 Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Notice of Grant. 
 [NAME AND ADDRESS] 
 You have been granted the right to purchase Common Stock of the Company, subject to the Company’s Repurchase Option and your ongoing status as a Service Provider
(as described in the Plan and the attached Restricted Stock Purchase Agreement), as follows: 
  

			
	 Grant Number:
	  	[NUMBER]
	 Date of Grant:
	  	[DATE]
	 Price Per Share:
	  	$[PRICE]
	 Total Number of Shares Subject to this Stock Purchase Right:
	  	[NUMBER]
	 Expiration Date:
	  	[DATE]

 Shares shall be released from the Company’s Repurchase Option based on the following schedule, provided that
the Purchaser does not cease to be a Service Provider prior to the date of any such release: 
 Vest Schedule: 
 [SCHEDULE] 
 YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION
DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your signature and the signature of the Company’s representative below, you and the Company agree that this Stock Purchase Right is granted under and
governed by the terms and conditions of the 1999 Stock Plan and the Restricted Stock Purchase Agreement, attached hereto as Exhibit A-1, both of which are made a part of this document. You further agree to execute the attached Restricted Stock
Purchase Agreement as a condition to purchasing any shares under this Stock Purchase Right. 
  

					
	GRANTEE:	 		 	PALM, INC.
			
	 	 		 	 
	Signature	 		 	By:
			
	 	 		 	 
	Print Name	 		 	Title

  
  







 EXHIBIT A-1 
 PALM, INC. 
 1999 STOCK OPTION PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT 
 Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Restricted Stock Purchase Agreement. 
 WHEREAS the Purchaser named in the
Notice of Grant, (the “Purchaser”) is a Service Provider, and the Purchaser’s continued participation is considered by the Company to be important for the Company’s continued growth; and 
 WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in
the affairs of the Company, the Administrator has granted to the Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and pursuant to this Restricted
Stock Purchase Agreement (the “Agreement”). 
 NOW THEREFORE, the parties agree as follows: 
 1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase shares of the Company’s
Common Stock (the “Shares”), at the per Share purchase price and as otherwise described in the Notice of Grant. 
 2. Payment of
Purchase Price. The purchase price for the Shares shall be paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or some combination thereof. If the purchase price is not paid at the time of execution of
this Agreement, the Purchaser agrees to pay the purchase price for any particular Shares no later than immediately before the time when the Shares are to be released from the Company’s Repurchase Option. The Purchaser further agrees that if he
or she does not pay the purchase price at the time of execution of this Agreement, the Company shall have the power and right (but not the obligation) at any time to withhold the unpaid purchase price from any salary, bonus or other wages otherwise
payable to the Purchaser. Such power and right shall not in any way impair or diminish the Company’s right to enforce payment of the purchase price through any other method. 
 3. Repurchase Option. In the event the Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all
of the Shares are released from the Company’s Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the
“Repurchase Option”) for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at the original purchase price per share (the
“Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow 








 
Holder) AND, at the Company’s option, (i) by delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate
Repurchase Price, or (ii) by canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation
of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and
interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. 
 Whenever the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or
organizations to exercise all or a part of the Company’s purchase rights under this Agreement and purchase all or a part of such Shares. If the Fair Market Value of the Shares to be repurchased on the date of such designation or assignment (the
“Repurchase FMV”) exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of such Shares.

 4. Release of Shares From Repurchase Option. Twenty-five percent (25%) of the Shares shall be released from the Company’s
Repurchase Option on an annual basis from the Date of Grant for four years, provided that the Purchaser does not cease to be a Service Provider prior to the date of any such release. Please see vesting schedule in the Notice of Grant of Stock
Purchase Right 
 5. Any of the Shares that have not yet been released from the Repurchase Option are referred to herein as “Unreleased
Shares.” 
 The Shares that have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser’s
request (see Section 6). 
 6. Restriction on Transfer. Except for the escrow described in Section 6 or the transfer of the
Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such Shares are released from the Company’s
Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution. 
 7.
Escrow of Shares. To ensure the availability for delivery of the Purchaser’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Agreement, deliver and deposit
with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased
Shares and stock assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Company’s Repurchase Option expires. As a further
condition to the Company’s obligations under this Agreement, the Company may require the spouse of Purchaser, if any, to execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-4. 
  







 The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the
Unreleased Shares in escrow while acting in good faith and in the exercise of its judgment. 
 If the Company or any assignee exercises the
Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. 
 When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from the Repurchase Option, upon
request the Escrow Holder shall promptly cause a new certificate to be issued, or shares delivered in Street name, for the released Shares and shall deliver the certificate to the Company or the Purchaser, or to the broker, as the case may be.

 Subject to the terms hereof, the Purchaser shall have all the rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time during the term of the Repurchase Option, there is (i) any stock dividend, stock split or other change
in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser’s
ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Shares” for purposes of this Agreement and the Repurchase Option. 
 8. Legends. The share certificate evidencing the Shares, if any, issued hereunder shall be endorsed with the following legend (in addition to any
legend required under applicable state securities laws): 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 9. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other
change in the Shares that may be made by the Company after the date of this Agreement. 
 10. Tax Consequences. 
 (a) The Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company)
shall be responsible for the Purchaser’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the
“Code”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of 








 
the date any restrictions on the Shares lapse. In this context, “restriction” includes the right of the Company to buy back the Shares pursuant to
the Repurchase Option. 
 (b) Prior to the delivery of any Shares to the Purchaser, the Company shall have the right, in its discretion, to
require the Purchaser to remit to the Company an amount sufficient to satisfy any Federal, state, and local taxes that the Company determines are required to be withheld with respect to such Shares. The Purchaser further agrees that if he or she
does not remit such amounts prior to the date the Shares are released from the Company’s Repurchase Option, the Company shall have the right, in its discretion, to withhold from the Shares such number of Shares having a Fair Market Value equal
to or less than the minimum amount of taxes required to be withheld with respect to the Shares. For this purpose, the Fair Market Value of the withheld Shares shall be determined as of the date that Palm’s repurchase rights lapse (vest date).

 11. General Provisions. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules of
California. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser. Subject to Section 15(c) of
the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Agreement. 
 Any notice, demand or request required or permitted to be given by either the
Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses
of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. 
 Any
notice to the Escrow Holder shall be sent to the Company’s address with a copy to the other party hereto. 
 The rights of the Company
under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations
of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 
 Either party’s failure to
enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are
cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to it. 
 The Purchaser
agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 
 PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES
HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS 








 
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 By Purchaser’s signature below, Purchaser represents that he or she is familiar with the terms and provisions of the Plan, and hereby
accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Purchaser further agrees to
notify the Company upon any change in the residence indicated in the Notice of Grant. 
 DATED:
                                        
                                 
  

					
	PURCHASER:	 		 	PALM, INC.
			
	 	 		 	 
	Signature	 		 	By:
			
	 	 		 	 
	Print Name	 		 	Title

  







 EXHIBIT A-2 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED I,
                                        ,
hereby sell, assign and transfer unto Palm, Inc.
                                        
(                        ) shares of the Common Stock of Palm, Inc., standing in my name of the books of said corporation
represented by Grant No.                  herewith and do hereby irrevocably constitute and appoint
                                     to transfer the
said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock Assignment may be used
only in accordance with the Restricted Stock Purchase Agreement (the “Agreement”) between Palm, Inc. and the undersigned dated
                                    . 
 Dated:                         ,
             
 Signature:                                     
                                
 INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Repurchase
Option, as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 
  







 EXHIBIT A-3 
 JOINT ESCROW INSTRUCTIONS 
 [DATE] 
 [NAME], Corporate Secretary 
 Palm, Inc. 
 As Escrow Agent for both Palm, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby authorized and directed to hold
the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned, in accordance with the following instructions: 
 1. In the event the Company and/or any assignee of the Company (referred to collectively as the “Company”) exercises the Company’s
Repurchase Option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of
the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check,
or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s Repurchase Option. 
 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does
hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of
this paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you. 
 4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s Repurchase Option has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of
stock as are not then subject to the Company’s Repurchase Option. Within 90 days after Purchaser ceases to be a Service Provider, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s Repurchase Option. 
  







 5. If at the time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 
 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by
you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
 8. You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited
or called for hereunder. 
 10. You shall not be liable for the outlawing of any rights under the statute of limitations with respect to
these Joint Escrow Instructions or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefore. 
 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 
 13. If you
reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent jurisdiction after the time 








 
for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 

15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten
days’ advance written notice to each of the other parties hereto. 
  

			
	COMPANY:	  	Palm, Inc.
		  	950 W. Maude Ave.
		  	M/S: 14L01
		  	Sunnyvale, CA 94085
	PURCHASER:	  	[NAME]
		  	[ADDRESS]
		  	
	ESCROW AGENT:	  	Corporate Secretary
		  	Palm, Inc.

 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of
said Joint Escrow Instructions; you do not become a party to the Agreement. 
 17. This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted assigns. 
 18. These Joint Escrow Instructions shall be
governed by, and construed and enforced in accordance with, the internal substantive laws, but not the choice of law rules, of California. 
  








	
	 Very truly yours,
  
 PALM, INC.

	
	 
	 By:
  

	Title
	
	PURCHASER:
	
	 
	 Signature
  

	Print Name


  

	
	
	 ESCROW AGENT:
  

	 Corporate Secretary
  









 EXHIBIT A-4 
 CONSENT OF SPOUSE 
 I,
                                        
                        , spouse of
                                        
                        , have read and approve the foregoing Restricted Stock Purchase Agreement (the “Agreement”).
In consideration of the Company’s grant to my spouse of the right to purchase shares of Palm, Inc., as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state
of our residence as of the date of the signing of the foregoing Agreement. 
 Dated:
                    ,                  
  

	
	
	 
	Signature of Spouse