##### 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, 2007Oro

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.)   2540 Mission College Boulevard, 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:
  Title Of Each Class

Name Of Each Exchange On Which RegisteredCommon Stock, par value $0.00001 per share

NASDAQ Global MarketPreferred Stock Purchase Rights

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  12b-2 o þ




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##### 





TRANSMETA
    CORPORATION
  FISCAL
    YEAR 2007
    FORM 10-K/A
 INDEX
  Item



PageExplanatory Note


3PART IIItem 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


3PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


5Item 11

Executive Compensation


8Item 12

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


25Item 13

Certain Relationships and Related Transactions,
    and Director Independence


27Item 14

Principal Accountant Fees and Services


28PART IVItem 15

Exhibits and Financial Statement Schedules


29Signatures


30Exhibit Index


32EXHIBIT 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 10-K, Form 10-K
  Form 10-K.
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of securitiesremaining availableWeighted-average


for future issuanceNumber of securities


exercise price


under equityto be issued upon


of outstanding


compensation plansexercise of outstanding


options and


(excluding securitiesoptions and rights


rights


reflected in column (a)(#)


($)


(#)Plan category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,892,868



19.02



2,045,055
(1)Equity compensation plans not approved by security holders


4,500
(2)


190.00



205,363Total


1,897,368



19.42



2,250,418     (1)
    
    Includes 2,030,264 shares available for issuance under our
    2000 Equity Incentive Plan, all of which may be issued as stock
    options, restricted stock or stock bonuses, and
    14,791 shares available for issuance under our 2000
    Employee Stock Purchase Plan. 3




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##### Table of Contents



(2)
    
    Includes options to purchase 4,500 shares outstanding as of
    December 31, 2007 that were issued by us under non-plan
    options granted in 2000.  Transmeta
    Non-Plan Option Grants
  form Non-Plan
     4




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##### Table of Contents



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

Age

PositionR. Hugh Barnes(1)(2)


62


Chairman of the BoardLester M. Crudele


58


President, Chief Executive Officer and DirectorRobert V. Dickinson(1)(2)(3)


66


DirectorMurray A. Goldman(1)


70


DirectorWilliam P. Tai(1)(3)


45


DirectorT. Peter Thomas(3)


61


DirectorRick Timmins(2)


56


DirectorDaniel L. Hillman


60


Vice President of EngineeringJohn OHara Horsley


46


Executive Vice President, General Counsel and SecretarySujan Jain


35


Executive Vice President and Chief Financial Officer     (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
 5




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##### Table of Contents



Robert V. Dickinson
  Murray A. Goldman
  William P. Tai
  T. Peter Thomas
  Rick Timmins
 6




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##### Table of Contents



Executive
    Officers
    Lester M. Crudele
  Daniel L. Hillman
  John OHara Horsley
  Sujan Jain Entrepreneur-in-Residence
  Section 16(a)
    Beneficial Ownership Reporting Compliance
   7




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##### Table of Contents



Code of
    Ethics and Conduct
  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.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Administration
    of Executive Compensation Program
   8




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##### Table of Contents



General
    Compensation Policy
    
    Base salary that is designed primarily to be competitive with
    base salary levels in effect at high technology companies
    (Peer Group) that are of comparable size to us and
    with which we compete for talent. For 2007, the Peer Group
    included Advanced Analogic Technologies, Inc., American
    Superconductor Corporation, Atheros Communications, Inc.,
    California Micro Devices Corp., Cascade Microtech, Inc.,
    Catapult Communications Corp., FARO Technologies, Inc.,
    Integrated Silicon Solution, Inc., Microtune, Inc., MIPS
    Technologies, Inc., Monolithic Power Systems, Inc., Nanometrics,
    Inc., Optical Communications Products, Inc., Pericom
    Semiconductor Corp., PLX Technology, Inc., Rudolph Technologies,
    Inc., Sigma Designs, Inc., Supertex, Inc., Tessera Technologies,
    Inc., TranSwitch Corp., Virage Logic Corp., Volterra
    Semiconductor Corporation and Zygo Corp.
    Variable performance awards tied to the achievement of corporate
    objectives that are approved by the Compensation Committee
    during each of the two semi-annual performance periods; and
    Long-term equity incentives to strengthen the mutuality of
    interests between our executive officers and our stockholders.   9




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Accounting
    and Tax Considerations
     10




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Base
    Salary
    th
    Incentive
    Compensation
       11




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Incentive
    Retention Agreement with John Horsley
     12




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Bonuses
    to Lester Crudele and Sujan Jain
    Stock
    Options
       13




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14




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##### Table of Contents



Potential
    Payments on Severance or Change of Control
    Position/Category

Lump Sum Cash Severance

Option and Restricted 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          15




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##### Table of Contents



Severance Not in Connection


Severance Followingwith a Change of Control


Change in ControlLump Sum





Lump SumCash


Accelerated Vesting


Cash


Accelerated VestingSeverance


of Options


Severance


of OptionsName and Position

($)(1)


($)(2)


($)(3)


($)(2)Lester M. Crudele
    President and Chief Executive Officer


568,750
(4)


76,000(6
)


1,137,500
(7)


273,000
(9)Sujan Jain
    Executive Vice President and Chief Financial Officer


112,500
(5)






464,063
(8)


173,250
(10)John OHara Horsley
    Executive Vice President, General Counsel and Secretary










579,356
(8)


45,000
(10)Daniel L. Hillman
    Vice President of Engineering










422,813
(8)


37,500
(10)Arthur L. Swift
    Former President and Chief Executive Officer


431,402











Ralph J. Harms
    Former Chief Financial Officer


43,699











David R. Ditzel
    Former Chief Technology Officer


215,319











Robert Bismuth
    Former Vice President of Strategic Alliances


117,522











     (1)
    
    With respect to Messrs. Crudele and Jain, amounts in this
    column represent cash severance payable had they been
    involuntary terminated during their first year of employment.
    With respect to Messrs. Swift, Harms, Ditzel and Bismuth,
    amounts in this column represent severance payments in
    connection with their employment terminations.(2)
    
    Accelerated vesting of stock option amounts was determined by
    measuring the difference between the closing price of the common
    stock as of December 31, 2007 and the exercise price of the
    accelerated portion of the named executive officers
    unvested stock options.(3)
    
    Based on salaries as of December 31, 2007.(4)
    
    Mr. Crudele would receive one year base salary and 100% of
    target annual bonus for involuntary termination during his first
    year of employment.(5)
    
    Mr. Jain would receive six months of base salary for
    involuntary termination by us without cause during his first
    year of employment.(6)
    
    Mr. Crudele would receive acceleration in vesting of his
    stock options such that they collectively would be exercisable
    for 50,000 shares for involuntary termination during his
    first year of employment.(7)
    
    Mr. Crudele would receive two years base salary and 200% of
    target annual bonus for the year of termination of employment.(8)
    
    Represents one and one-half years base salary and 112.5% of
    target annual bonus for the named executive officer.(9)
    
    Represents full acceleration in vesting for stock options
    granted to Mr. Crudele.(10)
    
    Represents two years of additional vesting for stock options
    granted to the named executive officer. 16




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Other
    Benefits
   17




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##### Table of Contents



Executive
    Compensation Tables
  Summary
    Compensation Table
    Change inPension ValueandNonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherName and




Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalPrincipal Position

Year


($)(1)


($)(2)


($)


($)(3)


($)(4)


($)


($)(5)


($)Lester M. Crudele(6)
    President and Chief Executive Officer


2007



312,689



1,162,500







290,791



203,126







132,023



2,101,129Arthur L. Swift(7)
    Former President and Chief Executive Officer


2007
    2006



44,546
    325,000




    




    



79,528
    114,848




    126298




    



431,468
    788



555,542
    566,934Sujan Jain(8)
    Executive Vice President and Chief Financial Officer


2007



82,813



200,000







35,278



37,099











355,190Ralph J. Harms(9)
    Former Chief Financial Officer


2007
    2006



175,582
    108,901




    




    



115,285
    75,558



23,958
    29,165




    



44,817
    629



359,642
    214,253John OHara Horsley Executive Vice President General
    Counsel and Secretary


2007
    2006



280,900
    280,900




    




    



165,637
    42,178



12,570,846
    107,202




    



669
    669



13,018,052
    430,949David R. Ditzel(10)
    Former Chief Technology Officer


2007
    2006



172,827
    313,500




    




    



44,082
    43,011




    124,934




    



215,852
    758



432,761
    482,203Robert Bismuth(11)
    Former Vice President of Strategic Alliances


2007
    2006



168,347
    287,732




    




    



57,224
    95,245




    77,574




    



118,212
    772



343,783
    461,323     (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. 18




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##### Table of Contents



(2)
    
    The amounts in this column include Messrs. Crudeles and
    Jains 2007 bonus of $1,000,000 and $200,000, respectively,
    as approved by the Compensation Committee in connection with our
    litigation settlement and licensing agreement with Intel, and
    with respect to Mr. Crudele, a one-time lump-sum hiring
    bonus of $162,500.(3)
    
    This column represents the dollar amounts recognized for
    financial statement reporting purposes in accordance with
    SFAS 123(R) in fiscal years 2007 and 2006 in connection
    with stock options granted in those years and in prior fiscal
    years. Pursuant to SEC rules, the amounts shown exclude the
    impact of estimated forfeitures related to service-based vesting
    conditions. For information on the valuation assumptions, refer
    to Note 2 of the Notes to the Consolidated Financial
    Statements our Annual Report on
    Form 10-K
    for the year ended December 31, 2007, as filed with the
    SEC. For information on the valuation assumptions with respect
    to grants made prior to 2007, refer to the note on Other
    Stock-Related Information for the Annual Reports on
    Form 10-K
    for the respective year-end. See the 2007 Grants of Plan-Based
    Awards table for information on options granted in 2007. These
    amounts reflect our accounting expense disregarding the estimate
    of forfeitures and do not correspond to the actual value that
    may be realized by the named executive officers.(4)
    
    The amounts in this column include the bonus earned for services
    rendered in fiscal years 2007 and 2006 under our management
    incentive plan. The amounts in this column also include, with
    respect to Mr. Horsley, his earned incentive retention
    bonus of $12,480,723 under the incentive retention agreement
    entered into on February 27, 2007.(5)
    
    The amounts in this column includes the following: (a) with
    respect to Mr. Crudele, a housing allowance of $43,018,
    travel expenses of $27,482, income tax gross up of $59,454 and
    insurance premiums on life insurance coverage in excess of
    $50,000; (b) with respect to Mr. Swift, severance
    payment of $431,402 including $11,402 of post-termination health
    benefits and insurance premiums on life insurance coverage in
    excess of $50,000; (c) with respect to Mr. Harms,
    severance payment of $43,699 including $2,032 of
    post-termination health benefits and insurance premiums on life
    insurance coverage in excess of $50,000; (d) with respect
    to Mr. Horsley, insurance premiums on life insurance
    coverage in excess of $50,000; (e) with respect to
    Mr. Ditzel, severance payment of $215,319 including $5,319
    of post-termination health benefits and insurance premiums on
    life insurance coverage in excess of $50,000; and (f) with
    respect to Mr. Bismuth, severance payment of $117,522
    including $5,697 of post-termination health benefits and
    insurance premiums on life insurance coverage in excess of
    $50,000.(6)
    
    Mr. Crudele was appointed as our President and Chief
    Executive Officer effective February 1, 2007.(7)
    
    Mr. Swifts employment with us as our President and
    Chief Executive Officer terminated on January 31, 2007.
    Mr. Swift forfeited options representing 60,680 shares
    of common stock that were unvested at the time his employment
    with us was terminated.(8)
    
    Mr. Jain was appointed as our Chief Financial Officer
    effective August 20, 2007 and as an Executive Vice
    President effective April 3, 2008.(9)
    
    Mr. Harms employment with us as our Chief Financial
    Officer terminated on August 20, 2007. Mr. Harms
    forfeited options representing 27,346 shares of common
    stock that were unvested at the time his employment with us was
    terminated.(10)
    
    Mr. Ditzels employment with us as our Chief
    Technology Officer terminated on March 31, 2007.
    Mr. Ditzel forfeited options representing
    16,855 shares of common stock that were unvested at the
    time his employment with us was terminated.(11)
    
    Mr. Bismuths employment with us as our Vice President
    of Strategic Alliances terminated on June 29, 2007.
    Mr. Bismuth forfeited options representing
    12,202 shares of common stock that were unvested at the
    time his employment with us was terminated. 19




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##### Table of Contents



2007
    Grants of Plan-Based Awards
    All OtherAll Other


OptionStock


Awards:


Exercise


Grant DateEstimated Future Payouts Under


Estimated Future Payouts


Awards:


Number of


or Base


Fair ValueNon-Equity Incentive


Under Equity Incentive


Number of


Securities


Price of


of StockPlan Awards(1)


Plan Awards


Shares of


Underlying


Option


and OptionGrant


Threshold


Target


Maximum


Threshold


Target


Maximum


Stock or Units


Options


Awards


AwardsName

Date


($)


($)


($)


($)


($)


($)


(#)


(#)(2)


($/Share)


($)(3)Lester M. Crudele


12/17/2007































150,000



13.36



1,435,03511/9/2007































50,000



12.02



430,3658/1/2007































50,000



11.00



366,2153/1/2007































50,000



13.40



435,600195,000



243,750



292,500



























Arthur L. Swift(4)






195,000



243,750



292,500



























Sujan Jain


12/17/2007































125,000



13.36



1,195,8628/20/2007































37,500



10.04



250,69132,977



41,221



49,465



























Ralph J. Harms(4)






100,000



125,000



150,000



























John OHara Horsley


12/17/2007































150,000



13.36



1,435,035112,360



140,450



168,540































12,480,723
(5)


David R. Ditzel(4)






125,400



156,750



188,100



























Robert Bismuth(4)






89,460



111,825



134,190



























     (1)
    
    The amounts show estimated possible payouts under our management
    incentive plan for fiscal year 2007 based on certain assumptions
    about the achievement of company performance objectives and with
    respect to Mr. Horsley, his incentive retention bonus under
    the incentive retention agreement entered into on
    February 27, 2007. The actual bonuses award to the named
    executive officers for fiscal year 2007 are reported in the
    Summary Compensation Table under the column entitled
    Non-Equity Incentive Plan Compensation. The
    threshold amount under the management incentive plan is 80% of
    the target amount and the maximum amount is 120% of the target
    amount.(2)
    
    Represents stock options granted in connection with the hiring
    of Messrs. Crudele and Jain. In addition, plan based stock
    options for fiscal 2007 were granted on December 17, 2007.
    Each of the option granted on December 17, 2007 vests with
    respect to 1/4th of the shares underlying that option on the one
    year anniversary of the grant date and with respect to 1/48th of
    the shares underlying that option each month thereafter until
    fully vested. Each of the options granted to Mr. Crudele on
    November 9, 2007, August 1, 2007 and March 1,
    2007 vests with respect to 1/3rd of the shares underlying that
    option on the one year anniversary of Mr. Crudeles
    employment commencement date and with respect to 1/36th of the
    shares underlying that option each month thereafter until fully
    vested. The option granted to Mr. Jain on August 20,
    2007 vests with respect to 1/4th of the shares underlying that
    option on the one year anniversary of Mr. Jains
    employment commencement date and with respect to 1/48th of the
    shares underlying that option each month thereafter until fully
    vested. The vesting of all of these options may also be
    accelerated under certain circumstances as described above in
    Severance and Change of Control Payments. 20




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(3)
    
    Represents the full grant date fair value calculated in
    accordance with SFAS 123(R) of each option granted to a
    named executive officer in 2007. There can be no assurance that
    the options will ever be exercised (in which case no value will
    be realized by the named executive officer) or that the value on
    exercise will equal the SFAS 123(R) grant date fair value.
    The option exercise price has not been deducted from the amounts
    indicated above. Regardless of the value placed on a stock
    option on the grant date, the actual value of the option to the
    optionee will depend on the market value of our common stock at
    such date in the future when the option is exercised.(4)
    
    The employment of each of these named executive officers was
    terminated in 2007. The amounts shown on this table for each of
    these named executive officers represent the possible payouts
    under our management incentive plan for fiscal 2007 had these
    named executive officers been employed by us through the end of
    2007.(5)
    
    Mr. Horsley earned an incentive retention bonus of
    $12,480,723 under his incentive retention agreement entered into
    on February 27, 2007. Pursuant to this agreement, we agreed
    to pay Mr. Horsley a bonus equal to one quarter of the excess,
    if any, of 25% of the present value of all cash payments to be
    made to us as a direct result of the lawsuit with Intel minus
    the sum of all expenses incurred and ultimately paid by us in
    connection with that lawsuit. 21




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##### Table of Contents



Outstanding
    Equity Awards at December 31, 2007
    Option AwardsEquityIncentivePlan Awards:Number of


Number of


Number ofSecurities


Securities


SecuritiesUnderlying


Underlying


UnderlyingExercisable


Unexercised


Unexercised


OptionOptions


Options


Unearned


Exercise


Option(#)


(#)


Options


Price


ExpirationName

Exercisable


Unexercisable


(#)


($)


DateLester M. Crudele


8,325



1,675







14.40



6/7/2015
(1)773



343







24.60



11/17/2015
(1)1,243



1,257







29.60



6/1/2016
(1)



50,000







13.40



2/28/2017
(2)



50,000







11.00



7/31/2017
(2)



50,000







12.02



11/8/2017
(2)



150,000







13.36



12/16/2017
(3)Arthur L. Swift(4)


















Sujan Jain






37,500







10.04



8/19/2017
(5)



125,000







13.36



12/16/2017
(3)Ralph J. Harms


















John OHara Horsley


6,000











120.00



7/19/2010
(6)4,000











165.00



9/11/2010
(6)1,750











62.20



7/25/2011
(6)13,250











47.00



8/27/2011
(6)9,000











49.20



4/14/2012
(6)11,000











21.00



11/12/2012
(6)8,000











31.40



5/29/2013
(6)6,250











43.00



5/26/2014
(6)18,643



3,007







15.00



5/8/2015
(7)4,686



7,814







29.60



6/1/2016
(8)



150,000







13.36



12/16/2017
(3)David R. Ditzel(9)


12,500











62.20



7/25/2011
(6)12,001











49.20



4/14/2012
(6)6,500











21.00



11/12/2012
(6)5,000











31.40



5/29/2013
(6)5,000











43.00



5/26//2014
(6)14,432











15.00



5/8/2015
(10)2,863











29.60



6/1/2016
(10)Robert Bismuth(11)


5,000











68.00



11/20/2013
(6)2,500











43.00



5/26/2014
(6)1,757











24.20



9/16/2014
(10)6,666











15.00



5/8/2015
(10)2,500











29.60



6/1/2016
(10)     (1)
    
    Each of these options vests with respect to 1/3rd of the shares
    on one year anniversary of the grant date and with respect to
    1/36th of the shares each month thereafter until fully vested.(2)
    
    Each of these options vests with respect to 1/3rd of the shares
    on one year anniversary of Mr. Crudeles employment
    commencement date and with respect to 1/36th of the shares each
    month thereafter until fully vested. 22




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##### Table of Contents



(3)
    
    Each of these options vests with respect to 1/4th of the shares
    on August 22, 2008 and with respect to 1/48th of the shares
    each month thereafter until fully vested.(4)
    
    The exercise period for each of the options held by
    Mr. Swift was extended to December 31, 2007.(5)
    
    Each of these options vests with respect to 1/4th of the shares
    on one year anniversary of Mr. Jains employment
    commencement date and with respect to 1/48th of the shares each
    month thereafter until fully vested.(6)
    
    Each of these options is fully vested as of December 31,
    2007.(7)
    
    Each of these options vests with respect to 1/6th of the shares
    six months from the grant date and with respect to 1/36ths of
    the shares each month thereafter until vested.(8)
    
    Each of these options vests with respect to 1/36th of the shares
    each month starting one month after the grant date until fully
    vested.(9)
    
    The exercise period for each of the options held by
    Mr. Ditzel was extended to May 15, 2008.(10)
    
    The unvested portion of each of these options was cancelled upon
    the employment termination of the holder of that option.(11)
    
    The exercise period for each of the options held by
    Mr. Bismuth was extended to March 31, 2008.  2007
    Option Exercises and Stock Vested
    Nonqualified
    Deferred Compensation
    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.     23




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##### Table of Contents



Change inPensionValue andFees











NonqualifiedEarned








Non-Equity


Deferredor Paid


Stock


Option


Incentive Plan


Compensation


All Otherin Cash


Awards


Awards


Compensation


Earnings


Compensation


TotalName

($)


($)


($)(1)(2)


($)


($)


($)


($)R. Hugh Barnes


27,500







50,929
(3)














78,429Robert V. Dickinson


30,000







60,493
(4)














90,493Murray A. Goldman


22,500







50,929
(5)














73,429William P. Tai


25,000







50,656
(6)














75,656T. Peter Thomas


27,500







50,656
(7)














78,156Rick Timmins


30,000







57,359
(8)














87,359     (1)
    
    This column represents the dollar amounts recognized for
    financial statement reporting purposes in accordance with
    SFAS 123(R) in fiscal years 2007 and 2006 in connection
    with stock options granted in those years and in prior fiscal
    years. Pursuant to SEC rules, the amounts shown exclude the
    impact of estimated forfeitures related to service-based vesting
    conditions. For information on the valuation assumptions, refer
    to Note 2 of the Notes to the Consolidated Financial
    Statements our Annual Report on
    Form 10-K
    for the year ended December 31, 2007, as filed with the
    SEC. For information on the valuation assumptions with respect
    to grants made prior to 2007, refer to the note on Other
    Stock-Related Information for the Annual Reports on
    Form 10-K
    for the respective year-end. See the 2007 Grants of Plan-Based
    Awards table for information on options granted in 2007. These
    amounts reflect our accounting expense disregarding the estimate
    of forfeitures and do not correspond to the actual value that
    may be realized by members of our Board of Directors.(2)
    
    On August 1, 2007, each director received a grant of
    2,500 shares with a grant date fair value of $18,311,
    computed in accordance with SFAS 123(R).(3)
    
    At December 31, 2007, Mr. Barnes held outstanding
    options to purchase an aggregate of 25,500 shares of our
    common stock.(4)
    
    At December 31, 2007, Mr. Dickinson held outstanding
    options to purchase an aggregate of 16,301 shares of our
    common stock.(5)
    
    At December 31, 2007, Dr. Goldman held outstanding
    options to purchase an aggregate of 25,500 shares of our
    common stock.(6)
    
    At December 31, 2007, Mr. Tai held outstanding options
    to purchase an aggregate of 15,500 shares of our common
    stock.(7)
    
    At December 31, 2007, Mr. Thomas held outstanding
    options to purchase an aggregate of 17,000 shares of our
    common stock.(8)
    
    At December 31, 2007, Mr. Timmins held outstanding
    options to purchase an aggregate of 18,250 shares of our
    common stock.  Compensation
    Committee Report
  Regulation S-K
 24




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##### Table of Contents



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 named executive officer; and
    All directors and executive officers as a group.  c/o Transmeta
    25




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##### Table of Contents



Number of Shares


Percentage of ClassBeneficially Owned (#)


Beneficially Owned (%)(1)Common


Series B


Common


Series BName of Beneficial Owner

Stock


Preferred Stock


Stock


Preferred StockAdvanced Micro Devices, Inc.(2)


713,470



1,000,000



5.55



100.00One AMD Place, Sunnyvale, CA 94088Riley Investment Partners Master Fund, L.P.(3)


998,878







8.23



11100 Santa Monica Blvd., Suite 810
    Los Angeles, CA 90025Mark Nelson and Dana Johnson(4)


660,544







5.44



275 Long Ranch Road, St. Helena, CA 94574Morgan Stanley(5)


605,414







4.99



1585 Broadway, New York, NY 10036T. Peter Thomas(6)


596,588







4.91



William P. Tai(7)


196,304







1.62



John OHara Horsley(8)


87,063







*



Lester M. Crudele(9)


74,300







*



David R. Ditzel(10)


58,296







*



Murray A. Goldman(11)


55,673







*



R. Hugh Barnes(12)


29,239







*



Rick Timmins(13)


14,423







*



Robert V. Dickinson(14)


12,675







*



Arthur L. Swift














Sujan Jain














Ralph J. Harms














Robert Bismuth














Daniel L. Hillman














All current directors and executive officers as a group
    (10 persons)(15)


1,066,265







8.61



     *
    
    Less than 1% ownership.(1)
    
    Percentage of shares beneficially owned is based on
    12,132,410 shares of common stock and 1,000,000 shares
    of B Preferred Stock outstanding as of March 31, 2008.(2)
    
    As reported on Schedule 13G filed on July 3, 2007. The
    1,000,000 shares of Series B Preferred Stock owned by
    Advanced Micro Devices, Inc. is convertible, at any time at the
    option of Advanced Micro Devices, Inc., into 713,470 shares
    of common stock.(3)
    
    As reported on Schedule 13D/A filed on February 27,
    2008.(4)
    
    As reported on Schedule 13D filed on December 18, 2007.(5)
    
    As reported on Schedule 13G filed on February 14, 2008.(6)
    
    Includes 7,581 shares held by Mr. Thomas that he may
    be deemed to own beneficially. Also includes 8,194 shares
    held by Institutional Venture Management VI, L.P,
    378,485 shares held by Institutional Venture Partners VI,
    L.P. and 24,155 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
    1,333 shares held by Institutional Venture Management VII,
    L.P. and 64,667 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
    97,500 shares held by Institutional Venture Partners VIII,
    L.P., 1,050 shares held by IVM Investment Fund VIII,
    LLC and 450 shares held by IVM Investment
    Fund VIII-A,
    LLC. T. Peter Thomas, William P. 26




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##### Table of Contents



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,
    13,173 shares are subject to options exercisable within
    60 days after March 31, 2008.(7)
    
    Includes 19,496 shares held by Mr. Tai. Also includes
    165,000 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
    135 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,
    11,673 shares are subject to options exercisable within
    60 days after March 31, 2008.(8)
    
    Of the number of shares that are beneficially owned by
    Mr. Horsley, 86,887 shares are subject to options
    exercisable within 60 days after March 31, 2008.(9)
    
    Of the number of shares that are beneficially owned by
    Mr. Crudele, 74,300 shares are subject to options
    exercisable within 60 days after March 31, 2008.(10)
    
    Of the number of shares that are beneficially owned by
    Mr. Ditzel, 58,296 shares are subject to options
    exercisable within 60 days after March 31, 2008.(11)
    
    Of the number of shares that are beneficially owned by
    Mr. Goldman, 21,673 shares are subject to options
    exercisable within 60 days after March 31, 2008.(12)
    
    Of the number of shares that are beneficially owned by
    Mr. Barnes, 21,673 shares are subject to options
    exercisable within 60 days after March 31, 2008.(13)
    
    Of the number of shares that are beneficially owned by
    Mr. Timmins, 14,423 shares are subject to options
    exercisable within 60 days after March 31, 2008.(14)
    
    Of the number of shares that are beneficially owned by
    Mr. Dickinson, 12,675 shares are subject to options
    exercisable within 60 days after March 31, 2008.(15)
    
    Consists of an aggregate of 1,066,265 shares held by our
    directors and executive officers and certain of their
    affiliates, including 256,477 shares issuable upon exercise
    of outstanding stock options held by our directors and executive
    officers that are exercisable within 60 days after
    March 31, 2008. See footnotes 6-14 above.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Policies
    and Procedures for Approving Transactions with Related
    Persons
    Transactions
    with Related Persons
   27




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##### Table of Contents



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    2007


2006Audit Fees

$
822,755


$
842,275Audit-Related Fees


17,640



4,250Tax Fees






All Other Fees






   Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
 28




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##### Table of Contents



Pre-Approval
    of Audit and Non-Audit Services of Independent Registered Public
    Accounting Firm
  case-by-case
   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    report:
  Exhibits
    Incorporated by ReferenceExhibit









Filing

FileNumber

Exhibit Title

Form

File No.

Exhibit

Date

Herewith31.01

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









X31.02

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









X  29




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##### Table of Contents



SIGNATURES      By:
    /s/  SUJAN
    JAIN   Executive Vice President and
 Chief Financial Officer
 (Principal Financial Officer and
 Duly Authorized Officer)
    By:
    /s/  LESTER
    M. CRUDELE   Chief Executive Officer
 (Principal Executive Officer)
      Signature

Title

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

Chief Executive Officer and Director

April 29, 2008/s/  SUJAN
    JAIN[Principal
    Financial Officer and Duly Authorized Officer]
    Sujan Jain

Executive Vice President and
    Chief Financial Officer

April 29, 2008*Murray
    A. Goldman

Director

April 29, 2008*R.
    Hugh Barnes

Director

April 29, 2008*Robert
    V. Dickinson

Director

April 29, 2008*William
    P. Tai

Director

April 29, 2008 30




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##### Table of Contents



Signature

Title

Date*T.
    Peter Thomas

Director

April 29, 2008*Rick
    Timmins

Director

April 29, 2008*By:/s/  SUJAN
    JAINSUJAN
    JAIN
    Attorney-in-Fact  31




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##### Table of Contents



EXHIBIT INDEX  Incorporated by ReferenceExhibit









Filing

FileNumber

Exhibit Title

Form

File No.

Exhibit

Date

Herewith31.01

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









X31.02

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









X  32