exv10w35



 






Exhibit 10.35









August 11, 2007




Mr. Sujan Jain

655 S. Fair Oaks Avenue

Sunnyvale, CA 94086




     Re: Offer of Employment as Chief Financial Officer



Dear Sujan:




     Transmeta Corporation (“Transmeta” or the “Company”) is very pleased to offer you a position
as Chief Financial Officer. Everyone who met with you during the interview process was very
impressed and believes that you can make a substantial contribution. On behalf of the Company, I
am delighted to welcome you and look forward to working with you.



     Your position would be full time, reporting directly to me as a member of the executive staff.
Your starting annual base salary would be $225,000. You would also be eligible to participate in
the company’s executive bonus plan, with a target bonus of 50% of your base salary.



     You would also be granted a stock option to purchase up to 750,000 shares of Transmeta common
stock at fair market value measured by the market closing price on your starting date. Your option
would vest over a four-year period, beginning on your starting date, with a one year cliff clause.
This stock option is not a promise of compensation and is not intended to create any employment
obligation on the part of the Company.



     You would also be eligible to participate in the Company’s executive retention and severance
plan, as amended, as a Category 1 Person. This invitation to participate in the Company’s
executive retention and severance plan is not a promise of compensation and is not intended to
create any employment obligation on the part of the Company other than as expressly provided in
that plan.



     As an employee of Transmeta you would also be eligible to participate in several
Company-sponsored benefits plans, including medical, life, and disability insurance, a Flexible
Spending Plan, and a 401 (k) Plan.



     This offer contemplates an at-will employment relationship which can be terminated by you or
by Transmeta for any reason, with or without cause, without further obligation or liability, except
that Transmeta would pay you any salary and compensation earned through your last date worked, and
any compensation to which you are entitled under the executive retention and severance plan.



     Your employment is contingent upon (1) your executing the enclosed Proprietary Information and
Inventions Agreement, (2) your providing the legally required proof of identity and eligibility to
work in the United States, and (3)



 









 







Mr. Sujan Jain

August 11, 2007

Page 2



successful completion of reference and background checks as
determined by the Company.




     To confirm your acceptance of this offer, please sign and date one copy of this letter and
return it to me. You may retain the other copy for your records. This letter, along with the
other agreements referred to above, set out the terms of your employment relationship with
Transmeta. This agreement supersedes any prior representation or agreements between you and
Transmeta, whether written or oral.



     Congratulations on joining Transmeta. We all look forward to working with you.



Very truly yours,




	 	 	 	 	 	 	 
	/s/ Lester M. Crudele
	 	 	 	 
	 	 
	Lester M. Crudele

President and Chief Executive Officer

	 	 	 	 
	 	 







	 	 	 	 	 	 	 
	Accepted By:

	 	/S/ SUJAN JAIN
	 	Date:
	 	August 11, 2007 
	 

	 	 
	 	 	 	 





Enclosure:    Transmeta Proprietary Information and Inventions Agreement