S-8

As filed with the Securities and Exchange Commission on January 8, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Palm, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	94-3150688
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

950 W. Maude Avenue

Sunnyvale, California 94085

(Address, including zip code of Registrant’s principal executive offices)

1999 Stock Plan, as amended

1999 Employee Stock Purchase Plan, as amended

Inducement Option Agreement with Jonathan Rubinstein

Inducement Restricted Stock Unit Agreement with Jonathan Rubinstein

(Full title of the plan)

Edward T. Colligan

Palm, Inc.

950 W. Maude Avenue

Sunnyvale, California 94085

(408) 617-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Katharine A. Martin, Esq.	Mary E. Doyle, Esq.
Wilson, Sonsini, Goodrich & Rosati	Palm, Inc.
Professional Corporation	950 W. Maude Avenue
650 Page Mill Road	Sunnyvale, California 94085
Palo Alto, CA 94304	(408) 617-7000
(650) 493-9300

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (2)
Common Stock $0.001 par value per share, to be issued under the 1999 Stock Plan, as amended	5,189,808 shares	$	5.68	$	29,478,110	$	1,159
Common Stock $0.001 par value per share, to be issued under the 1999 Employee Stock Purchase Plan, as amended	1,479,582 shares	$	5.68	$	8,404,026	$	331
Common Stock $0.001 par value per share, to be issued under the Inducement Option Agreement with Jonathan Rubinstein	2,000,000 shares	$	5.68	$	11,360,000	$	447
Common Stock $0.001 par value per share, to be issued under the Inducement Restricted Stock Unit Agreement with Jonathan Rubinstein	1,000,000 shares	$	5.68	$	5,680,000	$	224
Total	9,669,390 shares		—	$	54,922,136	$	2,161

(1) Plus such indeterminable number of additional shares as may be issued as a result of an adjustment in the shares in the event of a stock split, stock dividend or similar capital adjustment, as required by the 1999 Employee Stock Purchase Plan, as amended and 1999 Stock Plan, as amended, the Inducement Option Agreement or the Inducement Restricted Stock Unit Agreement.

(2) Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the filing fee on the basis of $5.68 per share, which represents the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on January 7, 2008.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) and are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 1, 2007 filed with the Commission on July 19, 2007.

(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2007 filed with the Commission on October 9, 2007.

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on June 5, 2007, September 4, 2007, September 19, 2007, September 24, 2007, October 29, 2007, October 30, 2007, November 30, 2007 and January 8, 2008, except to the extent certain items were furnished rather than filed.

(d) (i) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 18, 2000 and any amendment or report filed thereafter for the purpose of updating such description.

(ii) The description of the Registrant’s preferred share purchase rights contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 23, 2000 and any amendment or report filed thereafter for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. For purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

The certificate of incorporation, as amended, and bylaws, as amended, of the Registrant provide in effect that, subject to certain limited exceptions, the Registrant may indemnify its directors and officers to the extent authorized or permitted by the Delaware General Corporation Law. The directors and officers of the Registrant are insured under policies of insurance maintained by the Registrant, subject to the limits of the policies, against certain losses arising from any claims made against them by reason of being or having been such directors or officers. In addition, the Registrant has entered into contracts with certain of its directors and officers providing for indemnification of such persons by the Registrant to the full extent authorized or permitted by law, subject to certain limited exceptions.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 (1)	1999 Stock Plan, as amended.
10.2 (2)	1999 Employee Stock Purchase Plan, as amended.
10.3	Inducement Option Agreement with Jonathan Rubinstein
10.4	Inducement Restricted Stock Unit Agreement with Jonathan Rubinstein

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23.1	Consent of Registered Independent Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page).

(1) Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on July 29, 2005.

(2) Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 18, 2004.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that:

paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California on January 7, 2008.

PALM, INC.
By:	/s/ Edward T. Colligan
	Edward T. Colligan
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward T. Colligan and Andrew J. Brown, and each of them, his or her attorneys-in fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective statements), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Edward T. Colligan	President and Chief Executive Officer, Director	December 5, 2007
Edward T. Colligan	(Principal Executive Officer)
/s/ Andrew J. Brown	Chief Financial Officer (Principal Financial and Accounting Officer)	December 5, 2007
Andrew J. Brown
/s/ Jonathan Rubinstein		December 5, 2007
Jonathan Rubinstein	Executive Chairman
/s/ Fred D. Anderson		December 5, 2007
Fred D. Anderson	Director
/s/ Gordon A. Campbell		December 5, 2007
Gordon A. Campbell	Director
/s/ William T. Coleman		December 5, 2007
William T. Coleman	Director

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/s/ Donna L. Dubinsky	Director	December 5, 2007
Donna L. Dubinsky
/s/ Robert C. Hagerty	Director	December 5, 2007
Robert C. Hagerty
/s/ Roger B. McNamee	Director	December 5, 2007
Roger B. McNamee
/s/ D. Scott Mercer	Director	December 5, 2007
D. Scott Mercer

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EXHIBIT INDEX

Exhibit Number	Document Description
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 (1)	1999 Stock Plan, as amended
10.2 (2)	1999 Employee Stock Purchase Plan, as amended
10.3	Inducement Option Agreement with Jonathan Rubinstein
10.4	Inducement Restricted Stock Unit Agreement with Jonathan Rubinstein
23.1	Consent of Registered Independent Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page).

(1) Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on July 29, 2005.

(2) Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 18, 2004.

EX-5.1

Exhibit 5.1

January 8, 2008

Palm, Inc.

950 W. Maude Avenue

Sunnyvale, CA 94085

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about January 8, 2008 (as such may thereafter be amended or supplemented, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of (i) 6,669,390 shares of your Common Stock (the “Plan Shares”) that are to be issued pursuant to the 1999 Stock Plan, as amended and the 1999 Employee Stock Purchase Plan, as amended (together, the “Plans”) and (ii) 3,000,000 shares of your Common Stock (the “Rubinstein Shares”) that are to be issued pursuant to the Inducement Restricted Stock Unit Agreement with Jonathan Rubinstein and the exercise of the Inducement Option Agreement with Jonathan Rubinstein (together, the “Rubinstein Agreements”). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Plan Shares under the Plans and pursuant to the agreements related thereto and the sale and issuance of the Rubinstein Shares under the Rubinstein Agreements.

It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, the Plan Shares will be duly authorized, validly issued, fully paid and nonassessable. Further, it is our opinion that, when issued and sold in the manner referred to in the Rubinstein Agreements, the Rubinstein Shares will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any prospectus constituting a part thereof, and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati

EX-10.3

Exhibit 10.3

PALM, INC.

INDUCEMENT OPTION AGREEMENT

I. NOTICE OF STOCK OPTION GRANT

Jonathan Rubinstein

c/o Palm, Inc.

950 W. Maude Avenue

Sunnyvale, CA 94085

You have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows:

Date of Grant	November 6, 2007
Vesting Commencement Date	November 6, 2007
Exercise Price per Share	$8.91
Total Number of Shares Granted	2,000,000
Total Exercise Price	$17,820,000
Type of Option:	Nonstatutory Stock Option
Term/Expiration Date:	November 6, 2014

Time-Based Vesting Schedule:

The Option will vest and may be exercised with respect to 1,000,000 of the Shares of the Option in accordance with the following schedule. Subject to Optionee remaining a Service Provider of the Company through each relevant date, the Option will vest as to 250,000 Shares on the 9-month anniversary of the Grant Date, and will vest with respect to the remaining 750,000 Shares in equal monthly installments thereafter through and including the 45-month anniversary of the Grant Date.

Performance and Time-Based Vesting Schedule:

General

The Option will vest and may be exercised as to 1,000,000 Shares on a combination of performance-based vesting and time-based vesting as described below. Following achievement of the CTSR targeted for each tranche, the Option will vest as to the unvested Shares remaining in that tranche over time.

The calculations necessary to determine if the Option will vest shall be made on the 9-month anniversary of the Grant Date and each monthly anniversary thereafter, with the final such calculation made on the 45-month anniversary of the Grant Date. In addition, the Company will keep track on a daily basis as to whether the CTSR performance threshold required for each vesting tranche described below has been met, as the parties expressly intend that attainment of the CTSR performance thresholds may happen on any day within a month or year even if such CTSR performance threshold has not been attained at subsequent month-end or year-end. All vesting described in this section is contingent upon Optionee remaining a Service Provider of the Company through each vesting date, including the date on which the applicable CTSR performance threshold is first achieved.

Vesting Tranche 1

As to 333,334 Shares, the Option will vest as to 83,334 of such Shares on the later of the first date on which the Company achieves a CTSR of at least 50% or the 9-month anniversary of the Grant Date. The Option shall vest with respect to the remaining 250,000 of such Shares in equal monthly installments commencing on the 10-month anniversary of the Grant Date, through and including the 45-month anniversary of the Grant Date, provided that a CTSR of at least 50% has been achieved (and in the event that a CTSR of 50% is achieved after some of such monthly installments have passed, then such past monthly vesting shall occur immediately upon the date on which such CTSR is first achieved).

Notwithstanding the foregoing paragraph, should the CTSR performance threshold of 50% not be achieved at or any time prior to the 45-month anniversary of the Grant Date, the Option will be forfeited with respect to this tranche on such date.

Vesting Tranche 2

As to 333,333 Shares, the Option will vest as to 83,333 of such Shares on the later of the first date on which the Company achieves a CTSR of at least 100% or the 9-month anniversary of the Grant Date. The Option shall vest as to the remaining 250,000 of such Shares in equal monthly installments commencing on the 10-month anniversary of the Grant Date, through and including the 45-month anniversary of the Grant Date, provided that a CTSR of at least 100% has been achieved (and in the event that a CTSR of 100% is achieved after some of such monthly installments have passed, then such past monthly vesting shall occur immediately upon the date on which such CTSR is first achieved).

Notwithstanding the foregoing paragraph, should the CTSR performance threshold of 100% not be achieved at or any time prior to the 45-month anniversary of the Grant Date, the Option will be forfeited with respect to this tranche on such date.

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Vesting Tranche 3

As to 333,333 Shares, the Option will vest as to 83,333 of such Shares on the later of the first date on which the Company achieves a CTSR of at least 200% or the 9-month anniversary of the Grant Date. The Option shall vest as to the remaining 250,000 of such Shares in equal monthly installments commencing on the 10-month anniversary of the Grant Date, through and including the 45-month anniversary of the Grant Date, provided that a CTSR of at least 200% has been achieved (and in the event that a CTSR of 200% is achieved after some of such monthly installments have passed, then such past monthly vesting shall occur immediately upon the date on which such CTSR is first achieved).

Notwithstanding the foregoing paragraph, should the CTSR performance threshold of 200% not be achieved at or any time prior to the 45-month anniversary of the Grant Date, the Option will be forfeited with respect to this tranche on such date.

Termination Period:

To the extent vested at such time, the Option may be exercised for three (3) months after Optionee ceases to be a Service Provider in accordance with Subsection H(1) of this Agreement. However, upon death or Disability, to the extent vested at such time, the Option may be exercised for twelve (12) months after Optionee ceases to be a Service Provider, in accordance with Subsections H(2) and H(3) of this Agreement. In no event shall the Option be exercised later than the Term/Expiration Date as provided above.

II. AGREEMENT

A. Definitions. As used herein, the following definitions shall apply:

1. “Agreement” means this stock option agreement between the Company and Optionee evidencing the terms and conditions of the Option.

2. “Applicable Laws” means the requirements relating to the administration of stock options under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction that may apply to the Option.

3. “Awarded Stock” means the Common Stock subject to the Option.

4. “Board” means the Board of Directors of the Company.

5. “Code” means the Internal Revenue Code of 1986, as amended.

6. “Committee” means the Compensation Committee of the Board or any other committee of the Board that has been designated by the Board to administer this Agreement.

7. “Common Stock” means the common stock of the Company.

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8. “Company” means Palm, Inc., a Delaware corporation.

9. “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

10. “CTSR” means the Cumulative Total Shareholder Return, measured on any date as the cumulative increase in the Fair Market Value of a Share of the Common Stock. The starting point for the measurement of CTSR shall be $8.50 per share (as appropriately adjusted for any stock splits, stock dividends and the like or otherwise pursuant to Section I). For example, if the Fair Market Value of a Share of the Common Stock were to increase to $12.75, $17.00 or $25.50 (as appropriately adjusted for any stock splits, stock dividends and the like or otherwise pursuant to Section I) then the CTSR would be 50%, 100% and 200%, respectively. In the event that any dividends are paid on the Common Stock (other than dividends paid in Common Stock), the CTSR will be calculated as though such dividends were used to purchase additional Shares of the Common Stock, in the same manner as required by the Securities Exchange Commission for proxy statement purposes.

11. “Director” means a member of the Board.

12. “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

13. “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Optionee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

14. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

15. “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

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(c) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee.

Notwithstanding the preceding, for federal, state and local income tax reporting purposes and for such other purposes as the Committee deems appropriate, the Fair Market Value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

16. “Grant Date” means the date of grant of the Option as set forth in the Notice of Grant attached as Part I of this Agreement.

17. “Nonstatutory Stock Option” means a stock option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

18. “Notice of Grant” means the written notice, in Part I of this Agreement, evidencing certain terms and conditions of the Option grant. The Notice of Grant is part of this Agreement.

19. “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

20. “Option” means this stock option to purchase shares of Common Stock pursuant to this Agreement.

21. “Optionee” means the person named in the Notice of Stock Option Grant or such person’s successor.

22. “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

23. “Service Provider” means an Employee, Director or Consultant.

24. “Share” means a share of the Common Stock, as adjusted in accordance with Section I of this Agreement.

25. “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

B. Grant of Option. The Committee hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement the Option to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of this Agreement.

C. Termination of Option. Except as provided in Section H, if the Optionee ceases to be a Service Provider for any or no reason, the then-unvested portion of the Option awarded by this Agreement shall terminate and the Optionee shall have no further rights thereunder.

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D. Exercise of Option.

1. Right to Exercise. The Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of this Agreement. The Option may not be exercised for a fraction of a share.

2. Method of Exercise. The Option is exercisable by delivery of an exercise notice in the form and manner specified by the Company (the “Exercise Notice”). As determined by the Company, the Exercise Notice shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the this Agreement. The Exercise Notice shall be completed by the Optionee and delivered to the Company in the manner specified by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Option shall be deemed to be exercised upon receipt by the Company of such properly completed Exercise Notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of the Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

E. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

1. cash;

2. check;

3. consideration received by the Company under a cashless exercise program implemented by the Company; or

4. surrender of other Shares which (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

F. Non-Transferability of Option. The Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

G. Term of Option. The Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the terms of this Agreement.

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H. Termination of Relationship as a Service Provider.

1. If the Optionee ceases to be a Service Provider (other than for death or Disability), the Option may be exercised for a period of three (3) months after the date of such termination (but in no event later than the expiration date of the Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that the Optionee does not exercise the Option within the time specified herein, the Option shall terminate.

2. If the Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Option may be exercised for a period of twelve (12) months after the date of such termination (but in no event later than the expiration date of the Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that Optionee does not exercise the Option within the time specified herein, the Option shall terminate.

3. If Optionee dies while a Service Provider, the Option may be exercised at any time within twelve (12) months following Optionee’s date of death (but in no event later than the expiration date of the Option as set forth in the Notice of Grant) by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the date of death. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate.

I. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

1. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, adjust the method used to calculate CTSR and the number, class, and price of Shares covered by the Option. Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Notwithstanding the preceding, the number of Shares subject to the Option always shall be a whole number. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option.

2. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify the Optionee as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for Optionee to have the right to exercise the Option, to the extent applicable, until ten (10) days prior to such transaction as to all of the Awarded Stock covered hereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Committee may provide that the vesting schedule of the Option shall accelerate 100%, provided the proposed dissolution or liquidation takes

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place at the time and in the manner contemplated. To the extent the Option has not been previously exercised or settled, the Option shall terminate immediately prior to the consummation of such proposed action.

3. Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, the Option shall be assumed or an equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Participant shall fully vest in and, to the extent applicable, have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. In addition, if the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received (upon the exercise of the Option, if applicable), for each Share of Awarded Stock and each unit/right to acquire a Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Notwithstanding the foregoing, in the event of a Change of Control (as defined in the Management Retention Agreement), the vesting and exercisability of the Option shall be treated as provided, and subject to the limitations set forth, in the Management Retention Agreement. For purposes of this paragraph and Section N, the “Management Retention Agreement” means the Management Retention Agreement, dated as of June 1, 2007, between the Optionee and the Company, as such may be amended or replaced from time to time by agreement of the parties thereto.

J. Rights as Stockholder. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Awarded Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section I of this Agreement.

K. Leaves of Absence. Unless the Committee provides otherwise, vesting of the Option shall be suspended during any unpaid leave of absence.

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L. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE 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 OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

M. Taxation.

1. Prior to the delivery of any Shares or cash pursuant to the Option (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Optionee’s FICA obligation) required to be withheld with respect to the Option (or exercise thereof).

2. Some of the federal tax consequences relating to the Option, as of the date of the Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option. The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b) Disposition of Shares. If the Optionee holds Exercised Shares for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

N. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. Optionee expressly warrants that he is not accepting this

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Agreement in reliance on any promises, representations, or inducements other than those contained herein. Notwithstanding the foregoing, this Agreement is intended to be consistent with the grant of options described in the Offer Letter, dated June 1, 2007 as amended in the Offer Letter Amendment, dated October 29, 2007 and effective as of October 24, 2007, between the Company and the Optionee and, with respect to equity acceleration and post-termination exercise provisions, the Management Retention Agreement (as set forth in Section I) or the Severance Agreement, in either case as applicable (which provisions are hereby incorporated into this Agreement). For purposes of this paragraph, the “Severance Agreement” means the Severance Agreement, dated as of June 1, 2007, between the Optionee and the Company, as such may be amended or replaced from time to time by agreement of the parties thereto. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of California.

O. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at its then current principal executive office or to such other address as the Company may hereafter designate to the Optionee by notice as provided in this Section. Any notice to be given to the Optionee hereunder shall be addressed to the Optionee at the address set forth beneath his signature hereto, or at such other address as the Optionee may hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail or nationally recognized overnight courier or delivery service to the party entitled to receive it.

P. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Q. Additional Conditions to Issuance of Stock; Suspension of Exercisability.

1. Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting of the Option unless the exercise or vesting of the Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall make reasonable efforts to meet the requirements of any Applicable Law or securities exchange and to obtain any required consent or approval of any governmental authority. If the exercise of the Option following Optionee’s termination of service with the Company would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act of 1933, as amended, then the Option shall terminate on the earlier of the expiration of the 7-year term of the Option or the expiration of a period of three months after the termination of Optionee’s service during which the exercise of the Option would not be in violation of such registration requirements.

2. Investment Representations. As a condition to the exercise or receipt of the Option, the Company may require the person exercising or receiving the Option to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased or received only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

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3. Reservation of Shares. The Company, during the term of the Option, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Option.

R. Committee Authority. The Committee shall have the power to interpret this Agreement, to adopt such rules for the administration, interpretation and application of this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not and to what extent the Option has vested) and to make all other determinations deemed necessary or advisable for administering this Agreement. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

S. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

T. Severability. In the event any provision of this Agreement shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included.

[Remainder of page intentionally left blank]

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Optionee and the Company agree that the Option is granted under and governed by the terms and conditions of this Agreement. Optionee has reviewed 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. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to this Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE:	PALM, INC.:
/s/ Jonathan Rubinstein	/s/ Edward T. Colligan
Signature	By
Jonathan Rubinstein	Edward T. Colligan, President & CEO
Print Name	Name/Title
Residence Address

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EX-10.4

Exhibit 10.4

PALM, INC.

INDUCEMENT RESTRICTED STOCK UNIT AGREEMENT

I. NOTICE OF RESTRICTED STOCK UNIT GRANT

Jonathan Rubinstein

c/o Palm, Inc.

950 W. Maude Avenue

Sunnyvale, CA 94085

You have been granted an award of restricted stock units (the “Restricted Stock Units”), subject to the terms and conditions of this Agreement, as follows:

Date of Grant	November 6, 2007
Vesting Commencement Date	November 6, 2007
Total Number of Restricted Stock Units	1,000,000

The purchase price of the Restricted Stock Units shall be the par value of the Company’s stock ($.001) and, when the Restricted Stock Units are paid out to the Grantee, the purchase price will be deemed paid by the Grantee for each Restricted Stock Unit through the past services rendered by the Grantee, and will be subject to the appropriate tax withholdings.

Time-Based Vesting Schedule:

These Restricted Stock Units will vest with respect to 500,000 of the Shares in accordance with the following schedule. Subject to Grantee remaining a Service Provider of the Company through each relevant date, the Restricted Stock Units will vest as to 125,000 Shares on the 9-month, 21-month, 33-month and 45-month anniversaries of the Grant Date.

Performance and Time-Based Vesting Schedule:

General

These Restricted Stock Units will vest with respect to 500,000 of the Shares on a combination of performance-based vesting and time-based vesting as described below. Provided that the CTSR targeted for each tranche is achieved (either before or after the time-based vesting), the Restricted Stock Units will vest with respect to the unvested Shares remaining in that tranche over time.

The calculations necessary to determine if the Restricted Stock Units will vest shall be made on the 9-month, 21-month, 33-month and 45-month anniversaries of the Grant Date, with the final such calculation made on the 45-month anniversary of the Grant Date. In addition, the Company will keep track on a daily basis as to whether the CTSR performance threshold required for each vesting tranche described below has been met, as the parties expressly intend that attainment of the CTSR

performance thresholds may happen on any day within a month or year even if such CTSR performance threshold has not been attained at subsequent month-end or year-end. All vesting described in this section is contingent upon Grantee remaining a Service Provider of the Company through each vesting date, including the date on which the applicable CTSR performance threshold is first achieved.

Vesting Tranche 1

As to 250,000 Shares, provided that the Company achieves a CTSR of at least 50%, the Restricted Stock Units will vest with respect to: (i) 62,500 of such Shares on the later of the first date on which the Company achieves a CTSR of at least 50% or the 9-month anniversary of the Grant Date; (ii) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 50% or the 21-month anniversary of the Grant Date; (iii) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 50% or the 33-month anniversary of the Grant Date; and (iv) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 50% or the 45-month anniversary of the Grant Date.

Notwithstanding the foregoing paragraph, should the CTSR performance threshold of 50% not be achieved at or any time prior to the 45-month anniversary of the Grant Date, the Restricted Stock Units in this tranche will be forfeited on such date.

Vesting Tranche 2

As to 250,000 Shares, provided that the Company achieves a CTSR of at least 100%, the Restricted Stock Units will vest with respect to: (i) 62,500 of such Shares on the later of the first date on which the Company achieves a CTSR of at least 100% or the 9-month anniversary of the Grant Date; (ii) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 100% or the 21-month anniversary of the Grant Date; (iii) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 100% or the 33-month anniversary of the Grant Date; and (iv) 62,500 of the Shares shall vest on the later of the date on which the Company achieves a CTSR of at least 100% or the 45-month anniversary of the Grant Date.

Notwithstanding the foregoing paragraph, should the CTSR performance threshold of 100% not be achieved at or any time prior to the 45-month anniversary of the Grant Date, the Restricted Stock Units in this tranche will be forfeited on such date.

II. AGREEMENT

A. Definitions.

1. “Agreement” means this restricted stock unit agreement between the Company and Grantee evidencing the terms and conditions of this Restricted Stock Unit.

2. “Applicable Laws” means the requirements relating to the administration of restricted stock units under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction that may apply to this award.

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3. “Awarded Stock” means the Common Stock subject to the Restricted Stock Units.

4. “Board” means the Board of Directors of the Company.

5. “Code” means the Internal Revenue Code of 1986, as amended.

6. “Committee” means the Compensation Committee of the Board or any other committee of the Board that has been designated by the Board to administer this Agreement.

7. “Common Stock” means the common stock of the Company.

8. “Company” means Palm, Inc., a Delaware corporation.

9. “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

10. “CTSR” means the Cumulative Total Shareholder Return, measured on any date as the cumulative increase in the Fair Market Value of a Share of the Common Stock. The starting point for the measurement of CTSR shall be $8.50 per share (as appropriately adjusted for any stock splits, stock dividends and the like or otherwise pursuant to Section K). For example, if the Fair Market Value of a Share of the Common Stock were to increase to $12.75 or $17.00 (as appropriately adjusted for any stock splits, stock dividends and the like or otherwise pursuant to Section K) then the CTSR would be 50% and 100%, respectively. In the event that any dividends are paid on the Common Stock (other than dividends paid in Common Stock), the CTSR will be calculated as though such dividends were used to purchase additional Shares of the Common Stock, in the same manner as required by the Securities Exchange Commission for proxy statement purposes.

11. “Director” means a member of the Board.

12. “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

13. “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Grantee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

14. “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

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(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee.

Notwithstanding the preceding, for federal, state and local income tax reporting purposes and for such other purposes as the Committee deems appropriate, the Fair Market Value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

15. “Grant Date” or “Effective Date” means the date of grant of the Restricted Stock Units as set forth in the Notice of Grant attached as Part I of this Agreement.

16. “Grantee” means the person named in the Notice of Restricted Stock Unit Grant or such person’s successor.

17. “Notice of Grant” means the written notice, in Part I of this Agreement, evidencing certain terms and conditions of this Restricted Stock Unit grant. The Notice of Grant is part of this Agreement.

18. “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

19. “Service Provider” means an Employee, Director or Consultant.

20. “Share” means a share of the Common Stock, as adjusted in accordance with Section K of this Agreement.

21. “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

B. Grant. The Company hereby grants to the Grantee named in the Notice of Grant attached as Part I of this Agreement the number of Restricted Stock Units indicated in the Notice of Grant, subject to all of the terms and conditions in this Agreement.

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C. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it becomes vested. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section D, the Grantee will have no right to payment of such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company. Payment of any vested Restricted Stock Units will be made in Shares, subject to Grantee satisfying any applicable tax withholding obligations as set forth in Section H.

D. Vesting Schedule.

1. Except as otherwise provided in this Agreement, the Restricted Stock Units awarded by this Agreement are scheduled to vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on any such date actually will vest only if the Grantee continues to be a Service Provider through such date.

2. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of this Agreement. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units and if necessary, in the sole determination of the Company, to avoid the imposition of any additional tax or income recognition under Section 409A of the Code, the payment of such accelerated Restricted Stock Units nevertheless shall be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in the Notice of Grant (whether or not the Grantee remains a Service Provider through such date(s)).

E. Payment After Vesting. Any Restricted Stock Units that vest in accordance with Section D.1 will be paid to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to Section H. Any Restricted Stock Units that vest in accordance with Section D.2 will be paid to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares in accordance with the provision of such section, subject to Section H.

F. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units that have not vested pursuant to Section D at the time the Grantee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Grantee shall not be entitled to a refund of any of the price paid for the Restricted Stock Units forfeited to the Company pursuant to this section.

G. Death of Grantee. Any distribution or delivery to be made to the Grantee under this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of the Grantee’s estate (or such other person to whom the Restricted Stock Units are transferred pursuant to the Grantee’s will or in accordance with the laws of descent and distribution). Any such transferee must furnish the Company (a) written notice of his or her status as a transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer of these Restricted Stock Units and compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of this Restricted Stock Unit grant as set forth in this Agreement.

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H. Withholding of Taxes. The Company (or the Parent or Subsidiary to which the Grantee provides service) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the Parent or Subsidiary to which the Grantee provides service) with respect to the Shares (the “Minimum Withholding Amount”). No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. By accepting this award of Restricted Stock Units, the Grantee expressly consents to the withholding of Shares and, with respect to fractional shares, to any cash withholding as provided for in this Section H. All income and other taxes related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

I. Rights as Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee (including through electronic delivery to a brokerage account). Notwithstanding any other part of this Agreement, any quarterly or other regular, periodic dividends or distributions (as determined by the Company) paid on Shares will accrue with respect to (i) unvested Restricted Stock Units, and (ii) Restricted Stock Units that are vested but unpaid, and in each case will be paid out at the same time or time(s) as the underlying Restricted Stock Units on which such dividends or other distributions have accrued. After issuance, recordation and delivery of the Shares, the Grantee shall have all the rights of a stockholder of the Company with respect to voting such shares and receipt of dividends and distributions on such Shares.

J. Leaves of Absence. Unless the Committee provides otherwise, vesting of the Restricted Stock Units granted by this Agreement will be suspended during any unpaid leave of absence.

K. Adjustment Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

1. Changes in Capitalization. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, adjust the method used to calculate CTSR and the number and class of shares that may be delivered under this award of Restricted Stock Units. Such adjustment

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shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Notwithstanding the preceding, the number of Shares that may be delivered under this award of Restricted Stock Units always shall be a whole number. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock that may be delivered under this award of Restricted Stock Units.

2. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify Grantee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously vested, this award of Restricted Stock Units will terminate immediately prior to the consummation of such proposed action.

3. Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, the Restricted Stock Units shall be assumed or an equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock Units, the Participant shall fully vest in the Restricted Stock Units as to all of the Restricted Stock Units, including Shares as to which it would not otherwise be vested. For the purposes of this paragraph, a Restricted Stock Unit shall be considered assumed if, following the merger or sale of assets, the Restricted Stock Unit confers the right to receive, for each Share of Awarded Stock subject to the Restricted Stock Unit immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received, for each Share of Awarded Stock and each unit/right to acquire a Share subject to the Restricted Stock Unit, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Notwithstanding the foregoing, in the event of a Change of Control (as defined in the Management Retention Agreement), the vesting and payment of the Restricted Stock Units shall be treated as provided, and subject to the limitations set forth, in the Management Retention Agreement. For purposes of this paragraph and Section V, the “Management Retention Agreement” means the Management Retention Agreement, dated as of June 1, 2007, between the Grantee and the Company, as such may be amended or replaced from time to time by agreement of the parties thereto.

L. No Effect on Employment or Service. The Grantee’s service with the Company and any Parent or Subsidiary is on an at-will basis only, subject to the provisions of applicable laws and to any written, express employment contract with the Grantee. Accordingly, nothing in this Agreement shall confer upon the Grantee any right to continue to be employed by or provide service to the Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of

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the Company or the Parent or Subsidiary to which the Grantee provides service, which are hereby expressly reserved, to terminate the Grantee as a Service Provider at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the Parent or Subsidiary to which the Grantee provides service.

M. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its General Counsel at the Company’s headquarters, 950 W. Maude Avenue, Sunnyvale, California 94085, or at such other address as the Company may hereafter designate in writing.

N. Grant is Not Transferable. Except to the limited extent provided in Section G above, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

O. Tax Advice. The Company has made no warranties or representations to the Grantee with respect to the income tax consequences of the transactions contemplated by the Agreement pursuant to which the Restricted Stock Units have been issued and the Shares issuable thereunder and the Grantee is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Grantee acknowledges that the Grantee has not relied and will not rely upon the Company or the Company’s counsel with respect to any tax consequences related to the Restricted Stock Units or the ownership, purchase, or disposition of the Shares issuable thereunder. The Grantee assumes full responsibility for all such consequences and for the preparation and filing of all tax returns and elections which may or must be filed in connection with the Restricted Stock Units and the Shares issuable thereunder.

P. Restrictions on Sale of Securities. The Shares issued as payment for vested Restricted Stock Units awarded under this Agreement will be registered under the federal securities laws and will be freely tradable upon receipt. However, the Grantee’s subsequent sale of the Shares will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.

Q. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

R. Conditions for Issuance of Stock. The shares of stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to transfer on its books or list in street name with a brokerage company or otherwise issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and (b) the completion of any registration or

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other qualification of such Shares under any Applicable Law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Committee may establish from time to time for reasons of administrative convenience.

S. Committee Authority. The Committee shall have the power to interpret this Agreement and make all other determinations deemed necessary or advisable for administering this Agreement (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other persons, and shall be given the maximum deference permitted by law. No person acting as or on behalf of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

T. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

U. Severability. In the event any provision of this Agreement shall be held illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included.

V. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Notwithstanding the foregoing, this Agreement is intended to be consistent with the grant of restricted stock units (also known as performance shares) described in the Offer Letter, dated June 1, 2007 as amended in the Offer Letter Amendment, dated October 29, 2007 and effective as of October 24, 2007, between the Company and the Grantee and, with respect to equity acceleration provisions, the Management Retention Agreement (as set forth in Section K) or the Severance Agreement, in either case as applicable (which provisions are hereby incorporated into this Agreement). For purposes of this paragraph, the “Severance Agreement” means the Severance Agreement, dated as of June 1, 2007, between the Grantee and the Company, as such may be amended or replaced from time to time by agreement of the parties thereto.

W. Modifications to the Agreement. Modifications to this Agreement can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Grantee, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this award of Restricted Stock Units. However, the Company makes no representation that this award of Restricted Stock Units is not subject to Section 409A of the Code nor makes any undertaking to preclude Section 409A of the Code from applying to this award of Restricted Stock Units.

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X. Governing Law. This grant of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of laws provisions.

Y. Reservation of Shares. The Company, during the term of the Restricted Stock Units, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Restricted Stock Units.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

PALM, INC.
By:	/s/ Edward T. Colligan
	Edward T. Colligan, President & CEO

The Grantee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.

/s/ Jonathan Rubinstein

Jonathan Rubinstein

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Palm, Inc. on Form S-8 of our reports dated July 18, 2007 relating to the financial statements and financial statement schedule of Palm, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment) and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Palm, Inc. for the year ended May 31, 2007.

/s/ Deloitte & Touche LLP

San Jose, California

January 7, 2008