##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 (Amendment
    No. 1)
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the year ended
    December 31, 2006Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number
    000-31803
      Transmeta Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0402448(State of
    Incorporation)

(IRS Employer Identification
    No.)   3990 Freedom Circle, Santa Clara, CA 95054
 (Address of Principal Executive
    Offices, including zip code)
  (408) 919-3000
 (Registrants Telephone
    Number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common
    Stock, $0.00001 par value per share
    Stock Purchase Rights
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




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##### 



TRANSMETA
    CORPORATION
  FISCAL
    YEAR 2006
    FORM 10-K/A
  INDEX
  
  Item



PageExplanatory
    Note


3PART IIIItem 10


Directors,
    Executive Officers and Corporate Governance


4Item 11


Executive
    Compensation


8Item 12


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


20Item 13


Certain
    Relationships and Related Transactions, and Director
    Independence


23Item 14


Principal
    Accountant Fees and Services


24PART IVItem 15


Exhibits and
    Financial Statement Schedules


25Signatures


26EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01EXHIBIT 32.02    (408) 919-3000. ® ® ® ® tm tm tm
 2




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##### Table of Contents



TRANSMETA
    CORPORATION



EXPLANATORY
    NOTE  Form 10-K Form 10-K Form 10-K). Form 10-K: Form 10-K Rule 12b-15 Form 10-K Form 10-K, Form 10-K
  Form 10-K.
 3




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionMurray A. Goldman(1)


69


Chairman of the BoardLester M. Crudele


57


President, Chief Executive Officer
    and DirectorR. Hugh Barnes(2)


61


DirectorRobert V. Dickinson(2),(3)


65


DirectorDavid R. Ditzel


50


DirectorWilliam P. Tai(1),(3)


44


DirectorT. Peter Thomas(1),(3)


60


DirectorRick Timmins(2)


55


DirectorRobert Bismuth


53


Vice President of Strategic
    AlliancesRalph J. Harms


57


Chief Financial OfficerJohn OHara Horsley


45


Executive Vice President, General
    Counsel and Secretary     (1)
    
    Member of the nominating and corporate governance committee of
    the Board of Directors.(2)
    
    Member of the audit committee of the Board of Directors.(3)
    
    Member of the compensation committee of the Board of Directors.    Directors
      R. Hugh Barnes
  Lester M. Crudele
 4




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##### Table of Contents



Robert V. Dickinson
  David R. Ditzel
  Murray A. Goldman
  William P. Tai
  T. Peter Thomas
  Rick Timmins
 5




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##### Table of Contents



Executive
    Officers
    Lester M. Crudele
  Robert Bismuth
  Ralph J. Harms
  John OHara Horsley
 6




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##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  http://www.transmeta.com/corporate/ir/corp 
    governance.html. Form 8-K.
  Stockholder
    Director Nominations
    Audit
    Committee of our Board of Directors
  http://www.transmeta.com/corporate/ir/corp 
    governance.html.
 7




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Administration
    of Executive Compensation Program
      General
    Compensation Policy
    
    base salary that is designed primarily to be competitive with
    base salary levels in effect at high technology companies in the
    San Francisco Bay Area that are of comparable size to our
    company and with which we compete for executive personnel;
    annual and quarterly variable performance awards such as bonuses
    payable in cash and tied to the achievement of performance
    goals, financial or otherwise, that are established by the
    compensation committee; and
    long-term equity incentives to strengthen the mutuality of
    interests between our executive officers and our stockholders.   8




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##### Table of Contents



Accounting
    and Tax Considerations
      Base
    Salary
     9




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##### Table of Contents



Incentive
    Compensation
    20-40% 60-80%
    Percentage of CashObjective

Incentive BonusCompany Revenue


30
%Company Net Loss or Profitability


30
%Licenses for our LongRun2
    Technologies


20
%Sales of Products Designed for
    Microsofts FlexGo Technology


10
%Compensation Committee Discretion


10
%    10




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##### Table of Contents



Stock
    Options
     11




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##### Table of Contents



th
  th
  th
  th
  
    The grant date of the first option was the second full trading
    day following the widespread public release of our annual
    earnings for the 2006 fiscal year, which was March 1, 2007.
    The grant date of the second option will be the earliest of
    (a) the day following our next annual meeting of
    stockholders, (b) the second full trading day following the
    widespread public release of our quarterly earnings for the
    second fiscal quarter of 2007, and (c) August 15, 2007.
    The grant date of the third option will be the earlier of
    (a) the second full trading day following the widespread
    public release of our quarterly earnings for the third fiscal
    quarter of 2007, and (b) November 15, 2007.  Severance
    and Change of Control Payments
   12




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##### Table of Contents



Option and RestrictedPosition/Category

Lump Sum Cash Severance

Stock VestingChief Executive Officer

2 years base salary and 200%
    of target annual bonus for the year of termination of employment

full acceleration of vestingCategory 1 Person
    (as designated by our Board of Directors)

11/2
    years base salary and 112.5% of target annual bonus for the year
    of termination of employment

2 years of additional vestingCategory 2 Person
    (as designated by our Board of Directors)

1 year base salary and 50% of
    target annual bonus for the year of termination of employment

1 year of additional vestingCategory 3 Person
    (as designated by our Board of Directors)

6 months base salary and 25%
    of target annual bonus for the year of termination of employment

1 year of additional vesting       Accelerated VestingLump Sum


of Option andName and Position

Cash Severance(1)


Restricted Stock(2)Arthur L. Swift

$
1,137,500
(3)

$
101,250Former President and Chief
    Executive OfficerRalph J. Harms

$
515,625
(4)


Chief Financial OfficerMark R. Kent


N/A
(5)


N/AFormer Chief Financial OfficerDavid R. Ditzel

$
646,594
(6)

$
73,607Chief Technology OfficerJohn OHara Horsley

$
579,356
(7)

$
73,607Executive Vice President, General
    Counsel and SecretaryPatrick V. Boudreau

$
281,250
(8)


Sr. Vice President, Human
    Resources  13




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##### Table of Contents



(1)
    
    Based on fiscal 2006 salary.(2)
    
    Accelerated vesting of stock option amounts was determined by
    measuring the difference between the closing price of the Common
    Stock as of December 29, 2006 and the exercise price of the
    accelerated portion of the named executive officers
    unvested stock options.(3)
    
    Mr. Swift would receive two years base salary and 200% of
    target annual bonus for the year of termination of employment.(4)
    
    Mr. Harms would receive one and one-half years base salary
    and 112.5% of target annual bonus for the year of termination of
    employment.(5)
    
    Mr. Kents employment with us terminated on
    May 15, 2006.(6)
    
    Mr. Ditzel would receive one and one-half years base salary
    and 112.5% of target annual bonus for the year of termination of
    employment.(7)
    
    Mr. Horsley would receive one and one-half years base
    salary and 112.5% of target annual bonus for the year of
    termination of employment.(8)
    
    Mr. Boudreau would receive one year base salary and 50% of
    target annual bonus for the year of termination of employment.           14




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##### Table of Contents



Other
    Benefits
      Executive
    Compensation Tables
  Summary
    Compensation Table
    Non-EquityIncentive Plan


All OtherName and Principal Position

Salary(1)


Option Awards(2)


Compensation(3)


Compensation


TotalArthur L. Swift(4)

$
325,000


$
114,848


$
110,006






$
549,854Former President and Chief
    Executive Officer





















Ralph J. Harms(5)

$
108,901


$
75,558


$
15,850






$
200,309Chief Financial OfficerMark R. Kent(6)

$
99,375


$



$
46,036


$
116,250
(7)

$
261,661Former Chief Financial Officer





















David R. Ditzel(8)

$
313,500


$
43,011


$
109,367






$
465,878Former Chief Technology OfficerJohn OHara Horsley

$
280,900


$
42,178


$
90,118






$
413,196Executive Vice President, General
    Counsel and Secretary





















Patrick V. Boudreau(9)

$
199,432


$
91,992


$
87,911






$
379,335Former Senior Vice President of
    Human Resources     (1)
    
    The amounts in this column include any salary contributed by the
    named executive officer to our 401(k) plan and payments in
    respect of accrued vacation, holidays and sick days.(2)
    
    The amounts in this column represent the aggregate grant date
    fair value, computed in accordance with SFAS No. 123R,
    of all options granted to the named executive officer in 2006,
    less in the case of modified or replacement options the fair
    value of the option modified or replaced. Our compensation cost
    for these option grants is similarly based on the grant date
    fair market value but is recognized over the period, typically
    four 15




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##### Table of Contents



years, in which the executive officer must provide services in
    order to earn the award. All option awards were made under our
    2000 equity incentive plan. Each of these options, other than
    the initial hiring option granted to Mr. Harms in July 2006
    and the initial hiring option granted to Mr. Boudreau in
    February 2006, vests as to 1/48th of the shares underlying
    the option after each consecutive month following the date of
    grant. The initial hiring options granted to each of
    Messrs. Harms and Boudreau vest as to 25% on the one-year
    anniversary of their respective employment start dates and as to
    1/48th of the shares each month thereafter. The vesting of
    these options may also be accelerated under certain
    circumstances as described above in Severance and Change
    of Control Payments.(3)
    
    The amounts in this column represent total performance-based
    bonuses earned for services rendered during 2006. The bonuses
    earned in the first three quarters of 2006 were paid in 2006 and
    the bonus earned for the last quarter of 2006 was paid in the
    first quarter of 2007.(4)
    
    Mr. Swifts employment with us terminated on
    January 31, 2007, at which time, Mr. Crudele was
    appointed as our President and Chief Executive Officer.
    Mr. Swift served as our President and Chief Executive
    Officer during the entirety of 2006.(5)
    
    Mr. Harms employment with us commenced on
    July 25, 2006 when he was appointed as our Chief Financial
    Officer to succeed Mr. Kent.(6)
    
    Mr. Kents employment with us terminated on
    May 15, 2006.(7)
    
    Represents separation benefits and consulting fees received by
    Mr. Kent pursuant to a separation benefits and release
    agreement with us, and a related consulting agreement with us,
    both of which agreements were entered effective May 15,
    2006.(8)
    
    Mr. Ditzels appointment as our Chief Technology
    Officer terminated on March 31, 2007.(9)
    
    Mr. Boudreaus employment with us commenced on
    February 13, 2006 when he was appointed as Senior Vice
    President of Human Resources. Mr. Boudreaus
    employment with us terminated on February 2, 2007.  2006
    Grants of Plan-Based Awards
    Number of


ExerciseEstimated Future Payouts Under


Shares


Price of


Grant Date FairGrant


Non-Equity Incentive Plan Awards


Underlying


Option


Value of StockName

Date


Threshold


Target


Maximum


Option Awards(1)


Awards(2)


and Option AwardsArthur L. Swift.


6/2/2006


$
146,250


$
243,750


$
273,000



750,000


$
1.48


$
791,475Ralph J. Harms


7/25/2006


$
50,000


$
62,500


$
72,500



750,000


$
1.37


$
694,275Mark R. Kent


N/ADavid R. Ditzel


6/2/2006


$
125,400


$
156,750


$
181,830



250,000


$
1.48


$
263,825John OHara Horsley


6/2/2006


$
112,360


$
140,450


$
162,922



250,000


$
1.48


$
263,825Patrick V. Boudreau


2/13/2006


$
90,000


$
112,500


$
130,500



400,000


$
1.25


$
355,200Patrick V. Boudreau


6/2/2006















75,000


$
1.48


$
79,148     (1)
    
    Each of these options, other than the initial hiring option
    granted to Mr. Harms in July 2006 and the initial hiring
    option granted to Mr. Boudreau in February 2006, vests as
    to
    1/48th of
    the shares underlying the option after each consecutive month
    following the date of grant. The initial hiring options granted
    to each of Messrs. Harms and Boudreau vest as to 25% on the
    one-year anniversary of their respective employment start dates
    and as to
    1/48th of
    the shares each month thereafter. The vesting of these options
    may also be accelerated under certain circumstances as described
    above in Severance and Change of Control Payments.(2)
    
    Represents the market closing price on the respective grant
    dates. 16




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Outstanding
    Equity Awards at December 31, 2006
    Number of Securities


Option


OptionUnderlying Unexercised Options(1)


Exercise


ExpirationName

Exercisable


Unexercisable


Price(4)


DateArthur L. Swift


703,125



46,875


$
1.15



03/23/201375,000



0


$
1.57



05/29/2013125,000



0


$
2.15



05/26/2014437,500



562,500


$
0.93



03/30/201593,750



656,250


$
1.48



06/01/2016Ralph J. Harms(2)


0



750,000


$
1.37



7/24/2016Mark R. Kent


0



0



N/A



N/ADavid R. Ditzel


250,000



0


$
3.11



07/25/2011240,000



0


$
2.46



04/14/2012130,000



0


$
1.05



11/12/201289,583



10,417


$
1.57



05/29/2013100,000



0


$
2.15



05/26/2014228,535



204,465


$
0.75



05/08/201531,250



218,750


$
1.48



06/01/2016John OHara Horsley


120,000



0


$
6.00



07/19/201080,000



0


$
8.25



09/11/201035,000



0


$
3.11



07/25/2011265,000



0


$
2.35



08/27/2011180,000



0


$
2.46



04/14/2012220,000



0


$
1.05



11/12/2012149,583



10,417


$
1.57



05/29/2013125,000



0


$
2.15



05/26/2004228,535



204,465


$
0.75



05/08/201531,250



218,750


$
1.48



06/01/2016Patrick V. Boudreau(3)


0



400,000


$
1.25



02/12/20169,375



65,625


$
1.48



06/01/2016     (1)
    
    Except as otherwise described in these footnotes, each of these
    options vests as to 1/48th of the shares underlying the
    option after each consecutive month following the date of grant.
    The vesting of these options may also be accelerated under
    certain circumstances as described above in Severance and
    Change of Control Payments.(2)
    
    The option granted to Mr. Harms vests as to 25% on the
    one-year anniversary of Mr. Harms employment start
    date and as to
    1/48th of
    the shares each month thereafter. The vesting of this option may
    also be accelerated under certain circumstances as described
    above in Severance and Change of Control Payments.(3)
    
    The option granted to Mr. Boudreau in February 2006, vests
    as to 25% on the one-year anniversary of
    Mr. Boudreaus employment start date and as to
    1/48th of
    the shares each month thereafter. The vesting of these options
    may also be accelerated under certain circumstances as described
    above in Severance and Change of Control Payments.(4)
    
    Represents the market closing price on the respective grant
    dates. 17




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##### Table of Contents



2006
    Option Exercises
    Number ofShares Acquired


Value RealizedName

on Exercise


on Exercise(1)Arthur L. Swift.






Ralph J. Harms






Mark R. Kent


180,426


$
68,302David R. Ditzel






John OHara Horsley






Patrick Boudreau






     (1)
    
    The aggregate dollar amount realized upon the exercise of an
    option represents the difference between the aggregate market
    price of the shares of our common stock underlying that option
    on the date of exercise and the aggregate exercise price of the
    option.  Director
    Compensation
    
    an annual retainer of $20,000 for his or her services as a
    director;
    an annual retainer of $5,000 for his or her service on either of
    the audit committee or compensation committee;
    an annual retainer of $5,000 if he or she is the chairperson of
    either of the audit committee or compensation committee; and
    an annual retainer of $5,000 if he or she serves as the lead
    non-employee director of our Board of Directors.     18




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##### Table of Contents



Non-EquityFees Earned or


Option


Incentive Plan


All OtherName

Paid in Cash


Awards(1)


Compensation


Compensation


TotalR. Hugh Barnes

$
20,000


$
10,206
(2)





$
40,000


$
70,206Lester M. Crudele(3)

$
30,000


$
10,206
(4)





$
52,500


$
92,706Robert V. Dickinson

$
25,000


$
10,206
(5)









$
35,206Murray A. Goldman

$
25,000


$
10,206
(6)









$
35,206William P. Tai

$
25,000


$
10,206
(7)









$
35,206T. Peter Thomas

$
25,000


$
10,206
(8)









$
35,206Rick Timmins

$
30,000


$
10,206
(9)









$
40,206     (1)
    
    The amounts in this column represent the aggregate grant date
    fair value, computed in accordance with SFAS No. 123R,
    of all options granted to the named director in 2006.(2)
    
    At December 31, 2006, Mr. Barnes held outstanding
    options to purchase an aggregate of 460,000 shares of our
    common stock.(3)
    
    Mr. Crudele was appointed as our Chief Executive Officer in
    February 2007.(4)
    
    At December 31, 2006, Mr. Crudele held outstanding
    options to purchase an aggregate of 272,329 shares of our
    common stock. 19




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##### Table of Contents



(5)
    
    At December 31, 2006, Mr. Dickinson held outstanding
    options to purchase an aggregate of 276,027 shares of our
    common stock.(6)
    
    At December 31, 2006, Dr. Goldman held outstanding
    options to purchase an aggregate of 460,000 shares of our
    common stock.(7)
    
    At December 31, 2006, Mr. Tai held outstanding options
    to purchase an aggregate of 260,000 shares of our common
    stock.(8)
    
    At December 31, 2006, Mr. Thomas held outstanding
    options to purchase an aggregate of 290,000 shares of our
    common stock.(9)
    
    At December 31, 2006, Mr. Timmins held outstanding
    options to purchase an aggregate of 315,000 shares of our
    common stock.  Compensation
    Committee Report
  Regulation S-K Form 10-K/A.
    
  Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each person or entity known by us to be the beneficial owner of
    more than 5% of our common stock;
    each director;
    each executive officer named in the Summary Compensation Table;
    and
    all directors and executive officers as a group.  c/o Transmeta
 20




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##### Table of Contents



Number of Shares


Percentageof Common Stock


BeneficiallyName of Beneficial Owner

Beneficially Owned


OwnedT. Peter Thomas(1)


11,849,692



5.92
%William P. Tai(2)


3,843,998



1.92
%David R. Ditzel(3)


2.199,938



1.09
%John OHara Horsley(4)


1,534,475



*Murray A. Goldman(5)


1,031,375



*R. Hugh Barnes(6)


502,685



*Robert Bismuth(7)


355,211



*Rick Timmins(8)


192,975



*Lester M. Crudele(9)


138,524



*Robert V. Dickinson(10)


145,947



*Ralph J. Harms(11)


0



*All executive officers and
    directors as a group (11 persons)


21,794,820



10.66
%     *
    
    Less than 1% ownership.(1)
    
    Includes 151,621 shares held by Mr. Thomas that he may
    be deemed to own beneficially. Also includes 163,888 shares
    held by Institutional Venture Management VI, L.P,
    7,569,704 shares held by Institutional Venture Partners VI,
    L.P. and 483,106 shares held by IVP Founders Fund I, L.P.
    T. Peter Thomas and seven other individuals are general partners
    of Institutional Venture Management VI, L.P., which is a general
    partner of each of Institutional Venture Partners VI, L.P. and
    IVP Founders Fund I, L.P. Also includes 26,666 shares
    held by Institutional Venture Management VII, L.P. and
    1,293,332 shares held by Institutional Venture Partners
    VII, L.P. T. Peter Thomas, William P. Tai and eight other
    individuals are general partners of Institutional Venture
    Management VII, L.P., which is a general partner of
    Institutional Venture Partners VII, L.P. Also includes
    1,950,000 shares held by Institutional Venture Partners
    VIII, L.P., 21,000 shares held by IVM Investment
    Fund VIII, LLC and 9,000 shares held by IVM Investment
    Fund VIII-A,
    LLC. T. Peter Thomas, William P. Tai and nine other individuals
    are general partners of Institutional Venture Management VIII,
    L.P., which is a general partner of Institutional Venture
    Partners VIII, L.P., IVM Investment Fund VIII, LLC and IVM
    Investment
    Fund VIII-A,
    LLC. Each general partner disclaims beneficial ownership of the
    shares held by these funds except to the extent of his or her
    pecuniary interest in these shares. The address of Institutional
    Venture Partners is 3000 Sand Hill Road, Building Two,
    Suite 290, Menlo Park, California 94025. Of the number of
    shares that are beneficially owned by Mr. Thomas,
    181,375 shares are subject to options exercisable within
    60 days after March 31, 2007.(2)
    
    Includes 389,925 shares held by Mr. Tai. Also includes
    3,299,998 shares held by entities affiliated with
    Institutional Venture Partners, as to which Mr. Tai shares
    voting and dispositive power. The address of Institutional
    Venture Partners is 3000 Sand Hill Road, Building Two,
    Suite 290, Menlo Park, California 94025. Also includes
    2,700 shares held of record by Steven Kay and Augustus Owen
    Tai, as trustee for the Beauchamp Tai Irrevocable
    Childrens Trust dated October 1, 2000. Of the number
    of shares that are beneficially owned by Mr. Tai,
    151,375 shares are subject to options exercisable within
    60 days after March 31, 2007.(3)
    
    Of the number of shares that are beneficially owned by
    Mr. Ditzel, 1,165,962 shares are subject to options
    exercisable within 60 days after March 31, 2007. 21




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##### Table of Contents



(4)
    
    Of the number of shares that are beneficially owned by
    Mr. Horsley, 1,530,961 shares are subject to options
    exercisable within 60 days after March 31, 2007.(5)
    
    Of the number of shares that are beneficially owned by
    Dr. Goldman, 351,375 shares are subject to options
    exercisable within 60 days after March 31, 2007.(6)
    
    Of the number of shares that are beneficially owned by
    Mr. Barnes, 351,375 shares are subject to options
    exercisable within 60 days after March 31, 2007.(7)
    
    Of the number of shares that are beneficially owned by
    Mr. Bismuth, 355,211 shares subject to options
    exercisable within 60 days after March 31, 2007.(8)
    
    Of the number of shares that are beneficially owned by
    Mr. Timmins, 192,975 shares are subject to options
    exercisable within 60 days after March 31, 2007.(9)
    
    Of the number of shares that are beneficially owned by
    Mr. Crudele, 138,524 shares are subject to options
    exercisable within 60 days after March 31, 2007.(10)
    
    Of the number of shares that are beneficially owned by
    Mr. Dickinson, 145,947 shares are subject to options
    exercisable within 60 days after March 31, 2007.(11)
    
    Mr. Harms employment with us commenced on July 25, 2006.(12)
    
    Includes shares disclosed under footnotes 1-10. Of the
    number of shares that are beneficially owned by the directors
    and executive officers, 4,565,080 shares are subject to
    options exercisable within 60 days after March 31,
    2007.  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of securitiesremaining available forNumber of securities to be





future issuance under equityissued upon exercise of


Weighted-average exercise


compensation plansoutstanding options,


price of outstanding options,


(excluding securitieswarrants and rights


warrants and rights


reflected in column(a))Plan category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


37,980,675


$
1.90



20,542,349
(1)Equity compensation plans not
    approved by security holders


1,145,032
(2)

$
5.04
(2)


3,357,260Total


39,125,707


$
1.88



23,899,609     (1)
    
    Includes 20,542,264 shares available for issuance under
    Transmetas 2000 Equity Incentive Plan, all of which may be
    issued as stock options, restricted stock or stock bonuses, and
    85 shares available for issuance under Transmetas
    2000 Employee Stock Purchase Plan.(2)
    
    Includes options to purchase 365,032 shares and warrants to
    purchase 780,000 shares outstanding as of December 31,
    2006 that were issued by Transmeta under non-plan options
    granted in or before 2001.  Transmeta
    Non-Plan Option Grants
   22




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##### Table of Contents



form Non-Plan
      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Policies
    and Procedures for Approving Transactions with Related
    Persons
    Transactions
    with Related Persons
     23




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##### Table of Contents



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    2006


2005Audit Fees

$
842,275


$
765,512Audit-Related Fees


4,250



810Tax Fees






All Other Fees






   Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
  Pre-Approval
    of Audit and Non-Audit Services of Independent Registered Public
    Accounting Firm
   24




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##### Table of Contents



case-by-case
   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  The
    following documents are filed as part of this report:
  Exhibits
    Incorporated by ReferenceExhibit












Filing


FileNumber

Exhibit Title

Form


File No.


Exhibit


Date


Herewith24
.01

Power of Attorney.


10-K







24.01



03/30/200731
.01*

Certification by Lester M. Crudele
    pursuant to
    Rule 13a-14(a).


















X31
.02*

Certification by Ralph J. Harms
    pursuant to
    Rule 13a-14(a).


















X32
.01*

Certification by Lester M. Crudele
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


















X32
.02*

Certification by Ralph J. Harms
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


















X     *
    
    Filed herewith.
    
    Previously filed with the registrant Annual Report on
    Form 10-K
    for the year ended December 31, 2006, filed with the
    Securities and Exchange Commission on March 30, 2007. 25




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##### Table of Contents



SIGNATURES      By:
    /s/  RALPH
    J. HARMS   Chief Financial Officer
 (Principal Financial Officer and
 Duly Authorized Officer)
      Signature

Title

Date/s/  LESTER
    M. CRUDELE[Principal
    Executive Officer]
    Lester M. Crudele

Chief Executive Officer and
    Director

April 30, 2007/s/  RALPH
    J. HARMS[Principal
    Financial Officer and Duly Authorized Officer]
    Ralph J. Harms

Chief Financial Officer

April 30, 2007*Murray
    A. Goldman

Director

April 30, 2007*R.
    Hugh Barnes

Director

April 30, 2007*Robert
    V. Dickinson

Director

April 30, 2007*David
    R. Ditzel

Director

April 30, 2007*William
    P. Tai

Director

April 30, 2007*T.
    Peter Thomas

Director

April 30, 2007 26




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##### Table of Contents



Signature

Title

Date*Rick
    Timmins

Director

April 30, 2007* By: /s/  RALPH
    J. HARMSRalph
    J.
    HarmsAttorney-in-Fact  27




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##### Table of Contents



EXHIBIT INDEX
  Incorporated by ReferenceExhibit









Filing

FileNumber

Exhibit Title

Form

File No.

Exhibit

Date

Herewith24
.01

Power of Attorney.


10-K







24.01



03/30/200731
.01*

Certification by Lester M. Crudele
    pursuant to
    Rule 13a-14(a).


















X31
.02*

Certification by Ralph J. Harms
    pursuant to
    Rule 13a-14(a).


















X32
.01*

Certification by Lester M. Crudele
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


















X32
.02*

Certification by Ralph J. Harms
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


















X     *
    
    Filed herewith.
    
    Previously filed with the registrant Annual Report on
    Form 10-K
    for the year ended December 31, 2006, filed with the
    Securities and Exchange Commission on March 30, 2007. 28