Offer Letter Agreement-Larry Slotnick




 Exhibit 10.10 
  

	 PalmSource, Inc,
	 	T 408.400.3000	 	 
	 1240 Crossman Avenue
	 	F 408.400.1500	 	 
	 Sunnyvale, CA 94089-1116
	 	 	 	 
	 	 	www.palmsource,com	 	 

  
 

 
  
 June 2, 2003

  
 Mr. Larry Slotnick 
 169 Lockhart Lane 
 Los Altos, CA 94022 
  
 Dear Larry,

  
 It is my pleasure to extend you an offer of employment with PalmSource, Inc.
(“PalmSource”), a subsidiary of Palm, Inc. (“Palm”), in Sunnyvale, CA as Chief Product Officer reporting to me. 
  
 Salary and Annual Bonus 
  
 Your annual salary will be $240,000 ($20,000 per month) payable semi-monthly. 
  
 PalmSource strongly believes in pay-for performance and, as such, offers you a potential target bonus of 50% of your annual salary based on the Company achieving its
revenue and operating income goals. We are currently in the process of defining our Fiscal 2004 Company financial goals. 
  
 The primary parameters of the proposed Bonus Plan, will be presented to the PalmSource Board of Directors for approval sometime during July. A bonus pool will be funded
by operating income (without unusual items) that exceeds the FY 2004 financial goals. Therefore, the Plan will not be funded unless PalmSource’s overall operating income exceeds Board approved financial plan goals for FY04. The annual Bonus
Plan is currently expected to follow our fiscal year and payment would occur in the quarter following the close of our fiscal year. 
  
 Equity 
  
 As a Senior Executive of PalmSource you will be offered an option for a number of shares equal to 1% of the shares of PalmSource on the date the option is granted, calculated on a fully-diluted basis, assuming
convertibility of all other forms of security into common stock, including but not limited to the shares owned and controlled by Palm and the amount set aside for initial option pool for employees, directors and consultants. The grant will be
submitted to the Board of Directors no later than July 31, 2003. The grant date will be the date the Board approves your grant. The options per share exercise price will equal the fair market value per share of PalmSource common stock on the date of
grant, as determined by the PalmSource Board. The stock option plan provides for four year vesting, 25% after the first year and monthly vesting thereafter. Vesting will begin effective on your employment commencement date. 








 

 
  
 At its last meeting, the Board of Directors
approved a Stock Option Exchange Program that provides for the exchange of current options for a combination of restricted shares of PalmSource stock and stock options. This program will be offered to all executives on a voluntary basis sometime
during the next 60 days. Under the terms of this offer, you would be eligible to participate in this Exchange Program based on the exchange formula described in the Program. 
  
 By mutual consent, PalmSource will have the right to repurchase the option (and any shares acquired upon exercise of the option) by paying
you the fair market value (at the time of the repurchase) of the stock covered by the option, minus the exercise price otherwise paid or payable. If necessary or appropriate to preserve favorable tax treatment for the spinoff of PalmSource, changes
may be made in the options terms described above (but without materially diminishing the potential value of the option. 
  
 Benefits 
  
 PalmSource offers a competitive complement of benefits, which currently includes 28 days of combined time off and holidays, a 401(k) Plan, competitive health benefits, an Employee Stock Purchase Program (ESPP) and a
one-month sabbatical program after each four years of continuous employment. 
  
 You will also be eligible for benefits provided in PalmSource standard Management Retention Agreement (Change in Control) and Executive Severance Agreement. Both are attached hereto and incorporated by reference. 
  
 This offer of employment and your continued employment with PalmSource are expressly
contingent upon PalmSource receiving the following: 
  

	•	Acceptable results from a background investigation. Any falsification of employment history or educational background will result in withdrawal of the offer and/or termination of
employment. 

  

	•	Signed copies of the PalmSource (i) Employee Agreement, (ii) Confidentiality Guidelines, and (iii) Code of Conduct, stating, among other things, that you will keep confidential
company information throughout and beyond your employment with PalmSource. 

  

	•	Satisfactory proof of identification and work authorization as required by the Immigration Reform and Control Act of 1990. 

  
 The terms and conditions of your proposed employment with PalmSource as stated in this letter
supersede any previous representations concerning conditions of employment. While we are confident that we will have a mutually beneficial employment relationship, employment with PalmSource is voluntary and at-will. This means you are free to
resign at any time. Similarly, PalmSource is free to terminate your employment, with or without cause or notice, at any time. 








 

 
  
 Exceptions to this employment-at-will policy may be
made only by a written agreement signed by a PalmSource officer. 
  
 This offer of
employment is open for a period of 5 working days from the date of this letter. Within this time period, please confirm your acceptance by signing below and proposing a start date. Return the signed offer letter along with signed copies of the three
PalmSource agreements to PalmSource Human Resources. 
  
 Let me close by
reaffirming our belief that the skills and background you bring to PalmSource will be instrumental to the future success of the Company. PalmSource believes that the single most important factor in our success has been our people. I look forward to
working with you very soon. 
  

	 Sincerely,

	
	 David C. Nagel
 Chief Executive Officer
 PalmSource, Inc.


  

 I accept the offer of employment at PalmSource, Inc. based on the terms described in this offer letter. 
  

	 /s/    LARRY
SLOTNICK        

	 	 	 	 	 	 /s/    DAVID
NAGEL        


	Larry Slotnick	 	 	 	 Date
	 	 

  
 I propose a start date of Wednesday,
June 11, 2003.