10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended November 28, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 000-29597

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 No.)

950 West Maude

Sunnyvale, California

94085

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 617-7000

Former name, former address and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨	Non-Accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

As of December 26, 2008, 110,642,077 shares of the Registrant’s Common Stock were outstanding.

Palm, Inc. (*)

Table of Contents

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations Three and six months ended November 30, 2008 and 2007	3
Condensed Consolidated Balance Sheets November 30, 2008 and May 31, 2008	4
Condensed Consolidated Statements of Cash Flows Six months ended November 30, 2008 and 2007	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	41
Item 4. Controls and Procedures	42
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	42
Item 1A. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 4. Submission of Matters to a Vote of Security Holders	58
Item 6. Exhibits	59
Signatures	62

(*) Palm’s 52-53 week fiscal year ends on the Friday nearest May 31, with each fiscal quarter ending on the Friday generally nearest August 31, November 30 and February 28. For presentation purposes, the periods are shown as ending on August 31, November 30, February 28 and May 31, as applicable.

The page numbers in this Table of Contents reflect actual page numbers, not EDGAR page tag numbers.

Palm, Treo, Foleo, Centro and Palm OS are among the trademarks or registered trademarks owned by or licensed to Palm, Inc. All other brand and product names are or may be trademarks of, and are used to identify products or services of, their respective owners.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Palm, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	2008			2007			2008			2007
Revenues	$	191,618		$	349,633		$	558,475		$	710,392
Cost of revenues (*)		153,477			245,868			422,993			476,203
Gross profit		38,141			103,765			135,482			234,189
Operating expenses:
Sales and marketing (*)		45,282			61,466			102,689			121,661
Research and development (*)		47,722			53,570			96,531			106,186
General and administrative (*)		13,474			20,237			27,539			34,233
Amortization of intangible assets		883			962			1,766			1,923
Patent acquisition cost (refund)		—			—			(1,537	)		5,000
Restructuring charges (*)		8,296			10,145			7,823			16,749
Gain on sale of land		—			—			—			(4,446	)
Total operating expenses		115,657			146,380			234,811			281,306
Operating loss		(77,516	)		(42,615	)		(99,329	)		(47,117	)
Impairment of non-current auction rate securities		(14,253	)		—			(29,218	)		—
Interest (expense)		(7,686	)		(4,037	)		(14,580	)		(4,190	)
Interest income		2,056			7,765			4,072			15,683
Other income (expense), net		(358	)		(144	)		(813	)		(445	)
Loss before income taxes		(97,757	)		(39,031	)		(139,868	)		(36,069	)
Income tax provision (benefit)		408,413			(30,183	)		405,779			(26,380	)
Net loss		(506,170	)		(8,848	)		(545,647	)		(9,689	)
Accretion of series B redeemable convertible preferred stock		2,424			780			4,825			780
Net loss applicable to common shareholders	$	(508,594	)	$	(9,628	)	$	(550,472	)	$	(10,469	)
Net loss per common share:
Basic and diluted	$	(4.64	)	$	(0.09	)	$	(5.05	)	$	(0.10	)
Shares used to compute net loss per common share:
Basic and diluted		109,698			105,296			108,994			104,647
(*)  Costs and expenses include stock-based compensation as follows:
Cost of revenues	$	413		$	651		$	777		$	1,062
Sales and marketing		737			2,760			2,154			4,067
Research and development		2,303			3,387			5,551			5,209
General and administrative		2,384			7,495			4,355			9,083
Restructuring charges		495			956			495			956
	$	6,332		$	15,249		$	13,332		$	20,377

See notes to condensed consolidated financial statements.

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Palm, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par value amounts)

(Unaudited)

	November 30, 2008			May 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	143,605		$	176,918
Short-term investments		80,365			81,830
Accounts receivable, net of allowance for doubtful accounts of $1,077 and $1,169, respectively		98,230			116,430
Inventories		28,517			67,461
Deferred income taxes		178			82,011
Prepaids and other		20,663			15,436
Total current assets		371,558			540,086
Restricted investments		7,906			8,620
Non-current auction rate securities		13,257			29,944
Property and equipment, net		33,218			39,636
Goodwill		166,332			166,332
Intangible assets, net		54,114			61,048
Deferred income taxes		533			318,850
Other assets		14,008			15,746
Total assets	$	660,926		$	1,180,262
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	134,647		$	161,642
Income taxes payable		1,984			1,088
Accrued restructuring		10,033			8,058
Current portion of long-term debt		4,000			4,000
Other accrued liabilities		260,908			236,558
Total current liabilities		411,572			411,346
Non-current liabilities:
Long-term debt		392,000			394,000
Non-current tax liabilities		6,593			6,127
Other non-current liabilities		1,338			2,098
Series B redeemable convertible preferred stock, $0.001 par value, 325 shares authorized and outstanding; aggregate liquidation value: $325,000		260,496			255,671
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 125,000 shares authorized:
Series A: 2,000 shares authorized; none outstanding		—			—
Common stock, $0.001 par value, 2,000,000 shares authorized; outstanding: 110,541 shares and 108,369 shares, respectively		111			108
Additional paid-in capital		674,725			659,141
Accumulated deficit		(1,083,131	)		(537,484	)
Accumulated other comprehensive loss		(2,778	)		(10,745	)
Total stockholders’ equity (deficit)		(411,073	)		111,020
Total liabilities and stockholders’ equity (deficit)	$	660,926		$	1,180,262

See notes to condensed consolidated financial statements.

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Palm, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended November 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(545,647	)	$	(9,689	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation		10,157			9,308
Stock-based compensation		13,332			20,377
Amortization of intangible assets		6,934			9,090
Amortization of debt issuance costs		1,571			262
Deferred income taxes		411,190			(18,768	)
Realized gain on sale of short-term investments		—			(355	)
Excess tax benefit related to stock-based compensation		—			(3,840	)
Realized gain on sale of land		—			(4,446	)
Impairment of non-current auction rate securities		29,218			—
Changes in assets and liabilities:
Accounts receivable		15,141			32,096
Inventories		38,396			(10,608	)
Prepaids and other		(5,415	)		117
Accounts payable		(24,477	)		(28,516	)
Income taxes payable		(7,520	)		(6,759	)
Accrued restructuring		3,523			6,921
Other accrued liabilities		29,560			9,312
Net cash provided by (used in) operating activities		(24,037	)		4,502
Cash flows from investing activities:
Purchase of property and equipment		(5,311	)		(13,851	)
Proceeds from sale of land		—			64,446
Purchase of short-term investments		(70	)		(324,182	)
Sale of short-term investments		524			519,961
Cash paid for business acquisition		—			(495	)
Purchase of restricted investments		—			(8,951	)
Sale of restricted investments		714			—
Net cash provided by (used in) investing activities		(4,143	)		236,928
Cash flows from financing activities:
Proceeds from issuance of common stock, employee stock plans		5,193			23,081
Proceeds from issuance of series B redeemable convertible preferred stock, net		—			315,216
Excess tax benefit related to stock-based compensation		—			3,840
Proceeds from issuance of debt, net		—			381,130
Repayment of debt		(6,913	)		(545	)
Cash distribution to stockholders		(124	)		(948,611	)
Net cash used in financing activities		(1,844	)		(225,889	)
Effects of exchange rate changes on cash and cash equivalents		(3,289	)		—
Change in cash and cash equivalents		(33,313	)		15,541
Cash and cash equivalents, beginning of period		176,918			128,130
Cash and cash equivalents, end of period	$	143,605		$	143,671
Other cash flow information:
Cash paid (refund) for income taxes	$	1,520		$	(584	)
Cash paid for interest	$	8,082		$	2,862

See notes to condensed consolidated financial statements.

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Palm, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Palm, Inc. (“Palm,” the “Company,” “us,” “we” or “our”), without audit, pursuant to the rules of the Securities and Exchange Commission, or SEC. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of Palm’s financial position as of November 30, 2008, results of operations for the three and six months ended November 30, 2008 and 2007 and cash flows for the six months ended November 30, 2008 and 2007. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in Palm’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008. The results of operations for the three and six months ended November 30, 2008 are not necessarily indicative of the operating results for the full fiscal year or any future period.

Palm was incorporated in 1992 as Palm Computing, Inc. In 1995, the Company was acquired by U.S. Robotics Corporation. In 1996, the Company sold its first handheld computer, quickly establishing a significant position in the handheld computer industry. In 1997, 3Com Corporation, or 3Com, acquired U.S. Robotics. In 1999, 3Com announced its intent to separate the handheld computer business from 3Com’s business to form an independent, publicly-traded company. In preparation for that spin-off, Palm Computing, Inc. changed its name to Palm, Inc., or Palm, and was reincorporated in Delaware in December 1999. In March 2000, Palm sold shares in an initial public offering and concurrent private placements. In July 2000, 3Com distributed its remaining shares of Palm common stock to 3Com stockholders.

In December 2001, Palm formed PalmSource, Inc., or PalmSource, a stand-alone subsidiary for its operating system, or OS, business. On October 28, 2003, Palm distributed all of the shares of PalmSource common stock held by Palm to Palm stockholders. On October 29, 2003, Palm acquired Handspring, Inc., or Handspring, and changed the Company’s name to palmOne, Inc., or palmOne.

In connection with the spin-off of PalmSource, the Palm Trademark Holding Company, LLC, or PTHC, was formed to hold trade names, trademarks, service marks and domain names containing the word or letter string “palm”. In May 2005, the Company acquired PalmSource’s interest in PTHC, including the Palm trademark and brand, for $30.0 million, payable over 3.5 years. In July 2005, the Company changed its name back to Palm, Inc., or Palm.

In October 2007, the Company sold 325,000 shares of Series B Redeemable Convertible Preferred Stock, or Series B Preferred Stock, to the private-equity firm Elevation Partners, L.P. in exchange for $325.0 million. On an as-converted basis, these shares represented approximately 27% of the voting shares outstanding of the Company at the close of the transaction. The Company utilized these proceeds, along with existing cash and the proceeds of $400.0 million of new debt, to finance a $9.00 per share one-time cash distribution of approximately $949.7 million to shareholders of record as of October 24, 2007, or the Recapitalization Transaction. Upon closing the Recapitalization Transaction, Elevation Partners has the right to elect two members to Palm’s Board of Directors and Palm adjusted outstanding equity awards in a manner designed to preserve the pre-distribution intrinsic value of the awards.

Palm’s 52-53 week fiscal year ends on the Friday nearest to May 31, with each fiscal quarter ending on the Friday generally nearest to August 31, November 30 and February 28. Fiscal years 2009 and 2008 both contain 52 weeks. For presentation purposes, the periods are shown as ending on August 31, November 30, February 28 and May 31, as applicable.

2. Recent Accounting Pronouncements

In February 2008, the Financial Accounting Standards Board, or FASB, issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of Statement of Financial Accounting Standard, or SFAS, No. 157, Fair Value Measurements, for all non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. Palm adopted SFAS No. 157 to account for its financial assets and liabilities for the fiscal year beginning June 1, 2008 (see Note 3 to the condensed consolidated financial statements). The partial adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on Palm’s financial condition, results of operations or cash flows. Palm is required to adopt SFAS No. 157 to account for certain nonfinancial assets and liabilities for the fiscal year beginning June 1, 2009. Palm is currently evaluating the effect, if any, that the adoption of the deferred provisions of SFAS No. 157 will have on its condensed consolidated financial statements, but does not expect it to have a material impact.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations. SFAS No. 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree. SFAS No. 141(R) also

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provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Palm is required to adopt SFAS No. 141(R) for the fiscal year beginning June 1, 2009. Palm does not expect the adoption of SFAS No. 141(R) to have an impact on Palm’s historical financial position or results of operations at the time of adoption.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. SFAS No. 161 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to expand disclosures about an entity’s derivative instruments and hedging activities, but does not change SFAS No. 133’s scope of accounting. Palm is required to adopt SFAS No. 161 for interim or annual periods beginning after November 15, 2008, or Palm’s third quarter of fiscal year 2009. Palm does not expect the adoption of SFAS No. 161 to have an impact on Palm’s historical financial position or results of operations at the time of adoption.

3. Fair Value Measurements

Effective June 1, 2008, Palm adopted SFAS No. 157, Fair Value Measurements, to account for its financial assets and liabilities. SFAS No. 157 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1 - Observable quoted prices for identical instruments in active markets;

• Level 2 - Observable quoted prices for similar instruments in active markets, observable quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; or

• Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

For the three and six months ended November 30, 2008 there was no material impact from the adoption of SFAS No. 157 on Palm’s condensed consolidated financial statements. Financial assets measured at fair value on a recurring basis as of November 30, 2008 are classified based on the valuation technique level in the table below:

	Fair Value Measurements as of November 30, 2008
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents:
Cash	$	70,908	$	70,908	$	—	$	—
Cash equivalents, money market funds		72,697		72,697		—		—
Short-term investments:
Federal government obligations		76,861		76,811		50		—
Corporate notes/bonds		3,504		—		3,504		—
Restricted investments:
Money market funds		7,387		7,387		—		—
Certificates of deposit		519		—		519		—
Non-current auction rate securities, corporate notes/bonds		13,257		—		—		13,257
Equity investments, corporate stock (1)		987		—		—		987
Total assets at fair value	$	246,120	$	227,803	$	4,073	$	14,244

(1) Included in other assets on Palm’s condensed consolidated balance sheet.

The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security and generally include cash, money market funds and United States Treasury securities with quoted prices in active markets.

The fair value of the Company’s Level 2 financial assets is based on observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency and generally include United States government agency debt securities, corporate debt securities and certificates of deposit.

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Palm did not have observable inputs for the valuation of its balances of non-current auction rate securities and equity investments included in other assets. Palm’s methodology for valuing these assets is described below. The following tables provide a summary of changes in fair value of Palm’s Level 3 financial assets for the three and six months ended November 30, 2008 (in thousands):

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Three Months Ended November 30, 2008
	Non-current Auction Rate Securities(1)			Equity Investments(2)		Total
Balances, August 31, 2008	$	22,468		$	987	$	23,455
Total losses (realized/unrealized):
Included in loss before income taxes		(14,253	)		—		(14,253	)
Included in other comprehensive (loss)		5,042			—		5,042
Purchases, sales, issuances and settlements		—			—		—
Transfers in and/or out of Level 3		—			—		—
Balances, November 30, 2008:	$	13,257		$	987	$	14,244
Total losses for the period included in loss before income taxes relating to assets still held at November 30, 2008	$	(14,253	)	$	—	$	(14,253	)
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Six Months Ended November 30, 2008
	Non-current Auction Rate Securities(1)			Equity Investments(2)		Total
Balances, May 31, 2008	$	29,944		$	987	$	30,931
Total losses (realized/unrealized):
Included in loss before income taxes		(29,218	)		—		(29,218	)
Included in other comprehensive (loss)		12,531			—		12,531
Purchases, sales, issuances and settlements		—			—		—
Transfers in and/or out of Level 3		—			—		—
Balances, November 30, 2008:	$	13,257		$	987	$	14,244
Total losses for the period included in loss before income taxes relating to assets still held at November 30, 2008	$	(29,218	)	$	—	$	(29,218	)

(1) The primary cause of the decline in fair value of Palm’s non-current auction rate securities, or ARS, was an increase in the estimated required rates of return (which considered both the credit quality and the market liquidity for these investments) used to discount the estimated future cash flows over the estimated life of each security. See Note 7 to the condensed consolidated financial statements for further information regarding non-current auction rate securities.

(2) The fair value of Palm’s equity investment was classified as a Level 3 instrument, as it uses unobservable inputs and requires management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such investments. The valuation of this equity investment also takes into account recent financing activities by the investee, the investee’s capital structure, liquidation preferences for the investee’s capital and other economic variables.

As of November 30, 2008, Palm does not have liabilities that are measured at fair value on a recurring basis.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of SFAS No. 115. SFAS No. 159 allows measurement at fair value of eligible financial assets and liabilities that are not otherwise measured at fair value. If the fair value option for an eligible item is elected, unrealized gains and losses for that item must be reported in current operations at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements designed to draw comparisons between the different measurement attributes Palm elects for similar types of assets and liabilities. Palm adopted SFAS No. 159 as of June 1, 2008. Palm evaluated its existing eligible financial assets and liabilities and elected not to adopt the fair value option for any eligible items during the three or six months ended November 30, 2008. However, because the SFAS No. 159 election is based on an instrument-by-instrument election at the time Palm first recognizes an eligible item or enters into an eligible firm commitment, Palm may decide to exercise the option on new items when business reasons support doing so in the future. The adoption of SFAS No. 159 did not have any impact on Palm’s financial condition, results of operations or cash flows for the three or six months ended November 30, 2008.

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4. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share for the three and six months ended November 30, 2008 and 2007 (in thousands, except per share amounts):

	Three Months Ended November 30,						Six Months Ended November 30,
	2008			2007			2008			2007
Numerator:
Net loss	$	(506,170	)	$	(8,848	)	$	(545,647	)	$	(9,689	)
Accretion of series B redeemable convertible preferred stock		2,424			780			4,825			780
Net loss applicable to common shareholders	$	(508,594	)	$	(9,628	)	$	(550,472	)	$	(10,469	)
Denominator:
Shares used to compute basic and diluted net loss per common share (weighted average shares outstanding during the period, excluding shares of restricted stock subject to repurchase)		109,698			105,296			108,994			104,647
Basic and diluted net loss per common share	$	(4.64	)	$	(0.09	)	$	(5.05	)	$	(0.10	)

Palm follows Emerging Issues Task Force, or EITF, Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement 128, which requires earnings available to common shareholders for the period, after deduction of redeemable convertible preferred stock dividends, to be allocated between the common and redeemable convertible preferred shareholders based on their respective rights to receive dividends. Basic and diluted earnings per share is then calculated by dividing income (loss) allocable to common shareholders (after the reduction for any undeclared, preferred stock dividends assuming current income for the period had been distributed) by the weighted average number of common shares outstanding. EITF Issue No. 03-6 does not require the presentation of basic and diluted earnings per share for securities other than common stock; therefore, the earnings per common share amounts only pertain to Palm’s common stock.

For the three and six months ended November 30, 2008, approximately 22,004,000 and 20,193,000 weighted average share-based payment awards to purchase of Palm common stock, respectively, and 38,235,000 shares related to the Series B Preferred Stock (calculated using the “if converted” method), were excluded from the computation of diluted net loss per common share because the inclusion of such items would be antidilutive to the net loss per share. For the three and six months ended November 30, 2007, approximately 13,095,000 and 14,367,000 weighted average options to purchase Palm common stock, respectively, and 15,588,000 and 7,794,000 shares related to the Series B Preferred Stock (calculated using the “if converted” method), respectively, were excluded. Under the “if converted” method, the Series B Preferred Stock is assumed to be converted to common shares at a conversion price of $8.50 per share and accretion related to the Series B Preferred Stock is added back to net loss.

5. Stock-Based Compensation

Determining Fair Value

Palm relies primarily on the Black-Scholes option valuation model to determine the fair value of stock options and employee stock purchase plan, or ESPP, shares. The determination of the fair value of share-based payment awards on the date of grant using an option-valuation model is affected by Palm’s stock price as well as assumptions regarding a number of complex variables. These variables include Palm’s expected stock price volatility over the term of the awards, projected employee stock option exercise behavior, expected risk-free interest rate and expected dividends.

Palm estimates the expected term of options granted based on historical time from vesting until exercise and the expected term of ESPP shares using the average life of the purchase periods under each offering. Palm estimates the volatility of its common stock based upon the implied volatility derived from the historical market prices of Palm’s traded options with similar terms. Palm’s decision to use this measure of volatility was based upon the availability of actively traded options on its common stock and Palm’s assessment that this measure of volatility is more representative of future stock price trends than the historical volatility in Palm’s common stock. Palm bases the risk-free interest rate for option valuation on Constant Maturity Treasury rates provided by the United States Treasury with remaining terms similar to the expected term of the options. Palm does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. In addition, SFAS No. 123(R), Share-Based Payment, requires forfeitures of share-based awards to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Palm uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation only for those awards that are expected to vest.

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The key assumptions used in the Black-Scholes option valuation model to determine the fair value of stock options granted and ESPP shares purchased during the three and six months ended November 30, 2008 and 2007 are provided below:

	Three Months Ended November 30,						Six Months Ended November 30,
	2008			2007			2008			2007
Assumptions applicable to stock options:
Risk-free interest rate		2.3	%		3.8	%		2.9	%		3.8	%
Volatility		52	%		36	%		52	%		36	%
Option term (in years)		3.9			3.2			3.9			3.2
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Weighted average fair value at date of grant	$	2.41		$	3.00		$	2.49		$	3.03
	Three Months Ended November 30,						Six Months Ended November 30,
	2008			2007			2008			2007
Assumptions applicable to employee stock purchase plan:
Risk-free interest rate		1.8	%		3.8	%		1.8	%		3.8	%
Volatility		55	%		46	%		55	%		46	%
Option term (in years)		1.3			1.3			1.3			1.3
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Weighted average fair value at date of purchase	$	2.36		$	3.83		$	2.36		$	3.83

In September 2007, Palm stockholders approved amendments to the Board of Director stock option plans and the Handspring stock option plans, which were assumed in connection with a merger, to include anti-dilution provisions for options awarded under these plans. The addition of these anti-dilution provisions to the plans resulted in a modification of the original awards. In accordance with SFAS No. 123(R), Palm performed a valuation of the affected options to compare the fair value before and after the addition of these anti-dilution provisions using the Trinomial Lattice simulation model. The Trinomial Lattice simulation model was utilized to incorporate more complex variables than closed-form models such as the Black-Scholes option valuation model. The weighted-average assumptions, using the Trinomial Lattice simulation model, included volatility and risk-free interest rates based on the remaining contractual term of the option, dividend yield of 0.0%, early exercise multiple of 1.95, stock price on September 12, 2007 adjusted for the expected $9.00 per share one-time cash distribution, or $5.87, and strike price based on the contractual strike price adjusted for the $9.00 per share distribution. As a result, Palm determined that approximately 180 awards had approximately $8.2 million of incremental fair value, of which approximately $8.0 million was recorded as stock-based compensation expense during fiscal year 2008 related to the modification of options that had vested. An additional $29,000 and $75,000 were recognized during the three and six months ended November 30, 2008, respectively, for options vesting during the period. The remaining approximately $126,000 will be amortized relative to the vesting period of the affected stock options, which is expected to be the next 1.8 years.

Upon the closing of the Recapitalization Transaction, all outstanding options and restricted stock units, other than awards held by employees located in certain foreign jurisdictions, were adjusted to preserve the pre-distribution intrinsic value by adjusting the exercise price and/or the number of shares subject to stock options outstanding as of October 24, 2007. The fair value of the modified awards was calculated using a Trinomial Lattice simulation model as described above, and compared to the fair value of the options outstanding just prior to the transaction. The weighted-average assumptions, using the Trinomial Lattice simulation model, included volatility and risk-free interest rates based on the remaining contractual term of the option, dividend yield of 0.0%, early exercise multiple of 1.95, stock price on October 24, 2007 adjusted for the $9.00 per share distribution, or $10.18, and strike price based on the contractual strike price adjusted for the $9.00 per share distribution. As a result, Palm determined that approximately 60 awards had incremental fair value of less than $0.1 million, which was completely recognized as of the first quarter of fiscal year 2009.

During the second quarter of fiscal year 2008, Palm granted approximately 1.0 million stock options, 0.7 million restricted stock units and 0.2 million restricted stock awards with vesting based on market conditions, or performance of Palm’s stock price. The Geometric Brownian Motion simulation model was utilized to incorporate more complex variables than closed-form models such as the Black-Scholes option valuation model. The use of the Geometric Brownian Motion simulation model requires a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends and inputs such as the stock and strike prices. For the awards granted during the second quarter of fiscal year 2008, Palm used the following key assumptions and inputs: volatility of 37%, risk-free interest rate of 4.1%, dividend yield of 0.0% and stock and strike prices of $8.91, the closing stock price on the date of grant. The weighted average fair value of the stock options was $2.62 per share, of the restricted stock units was $5.71 per share and of the restricted stock awards was $7.00 per share.

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Palm uses straight-line attribution as its expensing method of the value of share-based compensation for options, restricted stock units and awards granted beginning June 1, 2006. Compensation expense for all share-based awards granted prior to June 1, 2006 will continue to be recognized using the accelerated expensing method.

Income Tax Benefit Recorded in Stockholders’ Equity (Deficit)

The income tax benefit recorded in stockholders’ equity (deficit) was reduced by $0.3 million for the three months ended November 30, 2008, due to income tax deficiencies realized from stock option exercises and ESPP rights. The net associated income tax benefit for the six months ended November 30, 2008 was approximately $1.9 million. The total associated income tax benefit for the three and six months ended November 30, 2007 was approximately $0.9 million and approximately $2.0 million, respectively.

In accordance with SFAS No. 123(R), Palm has presented tax benefits for deductions in excess of the compensation cost recognized for those options as financing cash flows.

Stock-Based Options and Awards Activity

Palm had no stock-based compensation costs capitalized as part of the cost of an asset.

A summary of Palm’s stock option program as of November 30, 2008 is as follows (dollars and shares in thousands, except per share data):

	Outstanding Options			Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
	Number of Shares	Weighted Average Exercise Price Per Share
Options vested and expected to vest as of November 30, 2008	17,413	$	6.20	5.7	$	515
Options exercisable as of November 30, 2008	10,209	$	5.76	5.3	$	511
The aggregate intrinsic value represents the difference between Palm’s closing stock price on the last trading day of the fiscal period, which was $2.39 and $6.97 as of November 30, 2008 and 2007, respectively, and the option exercise price of the shares for options that were in the money multiplied by the number of options outstanding. Total intrinsic value of options exercised was approximately $5.9 million and approximately $7.2 million for the three and six months ended November 30, 2008, respectively, and approximately $9.1 million and approximately $13.5 million for the three and six months ended November 30, 2007, respectively. As of November 30, 2008, total unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested stock options was approximately $20.8 million, which is expected to be recognized over the next 3.0 years. As of November 30, 2008, total unrecognized compensation costs related to non-vested restricted stock awards was approximately $1.7 million, which is expected to be recognized over the next 2.5 years. A summary of Palm’s restricted stock unit program as of November 30, 2008 is as follows (dollars and units in thousands, except per share data):
	Number of Units	Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Restricted stock units vested and expected to vest as of November 30, 2008	731	$	6.89	1.3	$	1,747

As of November 30, 2008, total unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested restricted stock units was approximately $4.2 million, which is expected to be recognized over the next 2.4 years.

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A summary of Palm’s ESPP as of November 30, 2008 is as follows (dollars and shares in thousands, except per share data):

	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
ESPP shares vested and expected to vest as of November 30, 2008	2,234	$	7.54	1.1	$	—

As of November 30, 2008, total unrecognized compensation costs related to the ESPP was approximately $4.0 million, which is expected to be recognized over the next 1.1 years.

6. Comprehensive Loss

The components of comprehensive loss are (in thousands):

	Three Months Ended November 30,						Six Months Ended November 30,
	2008			2007			2008			2007
Net loss	$	(506,170	)	$	(8,848	)	$	(545,647	)	$	(9,689	)
Other comprehensive loss:
Net unrealized gain (loss) on available-for-sale investments		(149	)		906			(388	)		1,157
Net unrealized change in value of non-current auction rate securities		(9,211	)		—			(16,687	)		—
Net recognized loss on non-current auction rate securities included in results of operations		14,253			—			29,218			—
Net recognized gain on available-for-sale investments included in results of operations		—			(242	)		—			(355	)
Accumulated translation adjustments		(3,472	)		1,093			(4,176	)		935
	$	(504,749	)	$	(7,091	)	$	(537,680	)	$	(7,952	)

7. Short-Term Investments and Non-Current Auction Rate Securities

The following table summarizes the fair value of federal government obligations and corporate debt securities classified as short-term investments based on stated maturities as of November 30, 2008 (in thousands):

	Fair Value
Short-term investments:
Due within one year	$	61,475
Due within two years		15,336
Due within three years		—
Due after three years		3,554
	$	80,365

As of November 30, 2008, Palm’s short-term investments balance reflects net unrealized losses of approximately $2.3 million, which are classified in other comprehensive loss on its condensed consolidated balance sheet. This net unrealized loss consisted of $3.2 million of net unrealized losses on its investments in corporate debt securities and approximately $0.9 million of net unrealized gains on its investments in federal government obligations. Palm believes that it will be able to collect all principal and interest amounts due to it at maturity given the credit quality of these investments. Because the decline in market value is primarily attributable to market conditions and not the nature and credit quality of the investments, and because Palm has the ability and intent to hold these investments until a recovery of fair value, which may be maturity, Palm does not consider these investments to be other-than temporarily impaired at November 30, 2008.

Palm holds a variety of interest bearing ARS that represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Beginning in fiscal year 2008, uncertainties in the credit markets affected all of Palm’s holdings in ARS

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investments and auctions for Palm’s investments in these securities failed to settle on their respective settlement dates. Auctions for Palm’s investments in these securities have continued to fail during the six months ended November 30, 2008. Consequently, the investments are not currently liquid and Palm will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2017 to 2052. All of the investments were investment grade quality and were in compliance with Palm’s investment policy at the time of acquisition. During the first quarter of fiscal year 2009, one of Palm’s ARS investments was converted into a debt instrument and no longer is subject to auctions but has retained comparable contractual interest rates and payment dates. This change had no effect on the underlying collateral structure of Palm’s investment in the original security and Palm continues to classify this instrument in its non-current auction rate securities balance. Palm currently classifies all of these investments as non-current auction rate securities in its condensed consolidated balance sheet because of Palm’s continuing inability to determine when these investments will settle. Palm has also modified its current investment strategy and increased its investments in more liquid money market investments and United States Treasury securities.

Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. While Palm continues to earn interest on these investments at the maximum contractual rate, they are not currently trading and therefore do not currently have a readily determinable market value. As of November 30, 2008, the par value of Palm’s investment in ARS was approximately $74.7 million. The estimated fair value no longer approximates par value.

As of November 30, 2008, Palm used a discounted cash flow model to estimate the fair value of its investments in ARS which incorporated the total expected future cash flows of each security and an estimated market-required rate of return. Expected future cash flows were calculated using estimates for interest rates, timing and amount of cash flows and expected holding periods of the ARS. For the three and six months ended November 30, 2008, using this assessment of fair value, Palm determined there was a further decline in the fair value of its ARS investments of approximately $9.2 million and approximately $16.7 million, respectively, all of which was recognized as a pre-tax other-than-temporary impairment charge. In addition, during the three and six months ended November 30, 2008, due to the continued declines in fair value of its investments in ARS, Palm concluded that the impairment of each of these ARS investments was other-than-temporary and the associated unrealized losses of approximately $5.1 million and approximately $12.5 million were recognized during the three and six months ended November 30, 2008, respectively, as additional pre-tax impairments of non-current ARS, with a corresponding decrease in accumulated other comprehensive loss.

Palm reviews its impairments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and related guidance issued by the FASB and the SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary.” A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive loss component of stockholders’ equity (deficit). Such an unrealized loss does not affect net loss for the applicable accounting period. An other-than-temporary impairment charge is recorded as a realized loss in the condensed consolidated statement of operations and is a component of the net loss for the applicable accounting period. The primary differentiating factors considered by Palm to classify its impairments between temporary and other-than-temporary impairments are the length of the time and the extent to which the market value of the investment has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of Palm to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

8. Inventories

Inventories consist of the following (in thousands):

	November 30, 2008		May 31, 2008
Finished goods	$	24,181	$	65,263
Work-in-process and raw materials		4,336		2,198
	$	28,517	$	67,461

9. Business Combinations

During October 2007, Palm acquired substantially all of the assets of a corporation focused on developing solutions to enhance the performance of web applications. Palm acquired these assets in an all-cash transaction and agreed to the purchase price based on arm’s length negotiations. Palm expects this acquisition to accelerate the development of future products. The purchase price of approximately $0.5 million was comprised of approximately $0.5 million in cash and less than $0.1 million in direct transaction costs. This acquisition was accounted for as a purchase in accordance with SFAS No. 141, Business Combinations. Palm has performed a valuation and determined that the respective fair value of the assets acquired, using a discounted cash flow approach, was de minimis. As a result, goodwill, representing the excess of the purchase price over the fair value of the net identifiable assets acquired, was approximately $0.5 million and is expected to be fully deductible for tax purposes.

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During February 2007, Palm acquired the assets of two sole proprietorships focused on mobile computing and media devices, one a developer of user interface environments and the other a developer of email software applications. Palm acquired these assets in all-cash transactions and agreed to the purchase prices based on arm’s length negotiations. Palm expects these acquisitions to accelerate the development of future products. The purchase prices of $19.2 million in the aggregate were comprised of $19.0 million in cash and $0.2 million in direct transaction costs. These acquisitions were each accounted for as a purchase in accordance with SFAS No. 141. Palm performed valuations and allocated the total purchase consideration to the assets and liabilities acquired, including identifiable intangible assets based on their respective fair values on the acquisition dates, generally using a discounted cash flow approach. Palm acquired $14.6 million of intangible assets, consisting of $13.7 million in core technology, $0.5 million in non-compete agreements and $0.4 million in customer relationships to be amortized over a weighted-average period of approximately 79 months. Additionally, approximately $3.7 million of the purchase prices represented in-process research and development that had not yet reached technological feasibility, had no future alternative use and was charged to operations at the time of acquisition. Palm did not acquire any tangible assets or assume any liabilities as a result of the acquisitions. Goodwill, representing the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired, was approximately $0.9 million and is expected to be fully deductible for tax purposes.

The results of operations for these acquisitions have been included in Palm’s results of operations since the acquisition dates. The financial results of these businesses prior to their acquisition are immaterial for purposes of pro forma financial disclosures.

10. Goodwill

Changes in the carrying amount of goodwill are (in thousands):

Balance, May 31, 2007	$	167,596
Acquisition of a business (see Note 9)		495
Goodwill adjustments		(1,759	)
Balances, May 31, 2008 and November 30, 2008	$	166,332

Goodwill decreased during fiscal year 2008 due to adjustments relating to the Handspring acquisition primarily for the recognition of foreign tax loss carryforwards and liabilities of approximately $(1.8) million, partially offset by the acquisition of a corporation resulting in goodwill of approximately $0.5 million during the year ended May 31, 2008. Palm will continue to adjust goodwill as required for changes in taxes associated with the Handspring acquisition.

11. Intangible Assets

Intangible assets consist of the following (dollars in thousands):

	Weighted Average Amortization Period (Months)	November 30, 2008							May 31, 2008
		Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Brand	238	$	28,700	$	(4,889	)	$	23,811	$	28,700	$	(4,166	)	$	24,534
ACCESS Systems licenses	60		44,000		(24,000	)		20,000		44,000		(18,900	)		25,100
Acquisition related (see Note 9):
Core technology	83		13,670		(3,586	)		10,084		13,670		(2,562	)		11,108
Contracts and customer relationships	12		400		(400	)		—		400		(400	)		—
Non-compete covenants	36		520		(301	)		219		520		(214	)		306
		$	87,290	$	(33,176	)	$	54,114	$	87,290	$	(26,242	)	$	61,048

Amortization expense related to intangible assets was approximately $2.6 million and approximately $4.8 million for the three months ended November 30, 2008 and 2007, respectively, and approximately $6.9 million and approximately $9.1 million for the six months ended November 30, 2008 and 2007, respectively. Amortization of the ACCESS Systems licenses and the applicable portion of core technology are included in cost of revenues.

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The following table presents the estimated future amortization of intangible assets (in thousands):

Years Ended May 31,
Remaining six months in fiscal year 2009	$	5,200
2010		10,291
2011		9,965
2012		6,561
2013		3,361
2014		2,883
Thereafter		15,853
	$	54,114

In January 2008, Palm signed an agreement with Palm Entertainment, LLC to acquire additional rights for use of the Palm trademark in Palm’s operations. For these rights, Palm paid Palm Entertainment a total of $1.5 million in the third quarter of fiscal year 2008 and is amortizing the intangible asset over the remaining life of Palm’s existing brand intangible asset, or approximately 17 years.

In December 2006, Palm signed an agreement with ACCESS Systems Americas, Inc. (formerly PalmSource, Inc.), or ACCESS Systems, to license the source code for Palm OS Garnet, the version of the Palm operating system used in several Palm smartphone models and all Palm handheld computers. Under the agreement, Palm has a royalty-free perpetual license to use as well as to innovate on the Palm OS Garnet code base. Palm will retain ownership rights in its innovations. The agreement also provides Palm flexibility to use Palm OS Garnet in whole or in part in any Palm product, and together with any other system technologies. In addition, Palm secured an expansion of its existing patent license from ACCESS Systems to cover all current and future Palm products, regardless of the underlying operating system. For all of these rights, Palm paid ACCESS Systems a total of $44.0 million in the third quarter of fiscal year 2007 and is amortizing the intangible asset over five years.

In May 2005, Palm acquired PalmSource’s 55% share of PTHC and rights to the brand name Palm. The rights to the brand had been co-owned by the two companies through PTHC since the October 2003 spin-off of PalmSource from Palm, Inc. The agreement provides for Palm to pay $30.0 million in installments over 3.5 years (net present value of $27.2 million) and grants PalmSource certain rights to Palm trademarks for PalmSource and its licensees for a four-year transition period.

12. Income Taxes

During the second quarter of fiscal year 2009, Palm recorded a tax provision of approximately $407.4 million, net of tax benefits generated during the second quarter of fiscal year 2009, related to establishing a valuation allowance on its deferred tax assets in the United States to reduce them to their estimated net realizable value. SFAS No. 109, Accounting for Income Taxes, requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified.

Palm assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, (3) estimates of future taxable income and (4) the length of operating loss carryforward periods. During the quarter ended November 30, 2008, Palm’s operating results reflected a cumulative three-year loss after adjusting for the effect of recent uncertainties in the credit markets on the valuation of Palm’s investment in non-current auction rate securities and a one-time gain on the sale of its land. The cumulative three-year loss is considered significant negative evidence which is objective and verifiable. Additional negative evidence Palm considered included the uncertainty regarding the magnitude and length of the current economic recession and the highly competitive nature of the smartphone and mobile phones market. Positive evidence considered by Palm in its assessment included lengthy operating loss carryforward periods, a lack of unused expired operating loss carryforwards in Palm’s history and estimates of future taxable income. However, there is uncertainty as to Palm’s ability to meet its estimates of future taxable income in order to recover its deferred tax assets in the United States.

After considering both the positive and negative evidence for the three months ended November 30, 2008, Palm determined that it was no longer more-likely-than-not that it would realize the full value of its United States deferred tax assets. As a result, Palm established a valuation allowance against its deferred tax assets in the United States to reduce them to their estimated net realizable value with a corresponding non-cash charge of approximately $407.4 million to the provision for income taxes, net of tax benefits generated during the second quarter of fiscal year 2009.

In accordance with FASB Financial Interpretation, or FIN, No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109, the total amount of unrecognized tax benefits as of November 30, 2008 was $50.4 million. Included in the balance as of November 30, 2008 was approximately $28.1 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The recognition of the remaining unrecognized tax benefits of $22.3 million would affect goodwill, if recognized. However, one or more of these unrecognized tax benefits could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit.

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During the six months ended November 30, 2008, Palm recorded a net decrease of approximately $0.2 million in its total unrecognized tax benefits as a result of an evaluation of new facts, circumstances and information, including entering into a closing agreement with the Internal Revenue Service relating to Palm’s tax year ended May 31, 2004. Approximately $0.1 million and $0.2 million of additional interest was recognized for the three and six months ended November 30, 2008, respectively.

Palm is subject to taxation in the United States, various states and several foreign jurisdictions. Palm is unable to make a determination as to whether or not recognition of any unrecognized tax benefits will occur within the next 12 months nor can it make an estimate of the range of any potential changes to the unrecognized tax benefits.

13. Long-Term Debt

In October 2007, Palm entered into a credit agreement with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., or the Credit Agreement, which governs a senior secured term loan in the aggregate principal amount of $400.0 million, or the Term Loan, and a credit facility in the aggregate principal amount of $30.0 million, or the Revolver.

The Term Loan matures in April 2014, and bears interest at Palm’s election at one-, two-, three-, or six-month LIBOR plus 3.50%, or the Alternate Base Rate (higher of Prime Rate or Federal Funds Effective Rate plus 0.50%) plus 2.50%. As of November 30, 2008, the interest rate was based on three-month LIBOR plus 3.50%, or 7.27%. The principal is payable in quarterly installments of $1.0 million for the first five and a half years, beginning on December 31, 2007. The remaining principal amount is payable in quarterly installments during the final year preceding the maturity.

The Revolver matures in October 2012, and bears interest at Palm’s election at one-, two-, three-, or six-month LIBOR plus 3.50%, or the Alternate Base Rate (higher of Prime Rate or Federal Funds Effective Rate plus 0.50%) plus 2.50%. In addition, Palm is required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the Revolver. As of November 30, 2008, Palm has not used the Revolver.

Palm paid issuance costs of approximately $18.9 million related to the Credit Agreement, which will be amortized to interest expense over the life of the debt using the effective interest method. For the three and six months ended November 30, 2008, total debt issuance costs of approximately $0.8 million and $1.6 million were amortized to interest expense, respectively. For both the three and six months ended November 30, 2007, total debt issuance costs of approximately $0.3 million were amortized to interest expense. The remaining balance of unamortized costs was approximately $15.5 million as of November 30, 2008, of which approximately $3.1 million was included in prepaids and other on Palm’s condensed consolidated balance sheet and $12.4 million which was included in other assets.

The Credit Agreement requires Palm to prepay the outstanding balance of the Term Loan using all net cash proceeds Palm receives from the issuance of additional debt or from the disposition of assets outside the ordinary course of business (subject to threshold and reinvestment exceptions). On an annual basis after each fiscal-year end, Palm is also required to prepay the Term Loan in an amount between 25% and 75% of excess cash flow for the fiscal year, as defined in the Credit Agreement. As of November 30, 2008, Palm was not required to make any mandatory prepayments on its Term Loan. If Palm elects to make additional prepayments of the Term Loan in excess of those required under the Credit Agreement, Palm will be responsible to pay call premiums of (i) 103% in the first year, (ii) 102% in the second year, and (iii) 101% in the third year. Palm is permitted to make voluntary prepayments on the Revolver at any time without premium or penalty.

The Credit Agreement permits Palm to add one or more incremental term loan facilities and/or increase commitments under the Revolver up to $25 million, subject to certain restrictions.

The Term Loan and Revolver contain restrictions on Palm’s and its subsidiaries’ ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders (except the $9.00 per share distribution described in Note 15 to the condensed consolidated financial statements), and (vii) engage in transactions with affiliates. The Credit Agreement is secured by all of the capital stock of certain Palm subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the capital stock of such subsidiaries) and substantially all of Palm’s present and future assets.

As of November 30, 2008, $396.0 million and $0 were outstanding under the Term Loan and Revolver, respectively.

14. Series B Redeemable Convertible Preferred Stock

On October 24, 2007, Elevation Partners L.P. invested $325.0 million in Palm in exchange for 325,000 shares of Palm’s Series B Preferred Stock. The Series B Preferred Stock reflected a discount of approximately $9.8 million related to issuance costs, resulting in net cash proceeds of $315.2 million. Of these net cash proceeds, $250.2 million was allocated to Series B Preferred Stock, with the remaining $65.0 million allocated to additional paid-in capital as a result of the beneficial conversion feature discussed below. The Series B Preferred Stock is classified as mezzanine equity due to redemption provisions which provide for mandatory redemption in seven years of any outstanding Series B Preferred Stock. The Series B Preferred Stock is being accreted to its liquidation value of $325.0 million using the effective yield method, with such accretion being charged

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against additional paid-in capital over seven years. During the three and six months ended November 30, 2008, the accretion of the Series B Preferred Stock was approximately $2.4 million and $4.8 million, respectively. During both the three and six months ended November 30, 2007, the accretion of the Series B Preferred Stock was approximately $0.8 million.

The holders of the Series B Preferred Stock have various rights and preferences as follows:

Voting: Generally, the holders of Series B Preferred Stock will be entitled to vote on all matters which the holders of Palm’s common stock are entitled to vote, except for the election of directors. The holders of Series B Preferred Stock will vote together with the holders of common stock as a single class. Each share of Series B Preferred Stock will be entitled to a number of votes equal to the number of shares of common stock into which such share is convertible on the relevant record date. In addition, holders of a majority of the Series B Preferred Stock are entitled to designate a number of directors proportional to the ownership of Palm’s common stock by Elevation Partners and its permitted assigns, on an as-converted basis. As of November 30, 2008, the Series B Preferred Stock was entitled to designate two directors.

Dividends: Subject to certain exceptions for stock dividends and distributions of rights under Palm’s rights plan, the Series B Preferred Stock will entitle its holders to receive, on an as-converted basis, the same type and amount of dividends or distributions to be made to holders of Palm’s common stock. In addition, if Palm fails to respect certain obligations under the certificate of designation for the Series B Preferred Stock, then Palm will be required to pay an additional cash dividend on each share of Series B Preferred Stock at an annual rate equal to the prime rate of JPMorgan Chase Bank N.A. plus 4%.

Liquidation: The Series B Preferred Stock has an aggregate liquidation preference of $325.0 million plus any accrued and unpaid dividends. If Palm engages in a business combination transaction which results in the aggregate amount of Palm common stock and Series B Preferred Stock no longer holding the majority of voting power of the surviving entity, Palm will be required to offer to repurchase all of the outstanding shares of Series B Preferred Stock for total cash equal to 101% of the liquidation preference, or, under certain conditions, for publicly traded shares of the acquiring entity with a total value equal to 105% of the liquidation preference.

Conversion: As of November 30, 2008, each share of Series B Preferred Stock is convertible into approximately 117.65 shares of Palm’s common stock at the option of the holder, or a total of 38,235,294 shares on an as-converted basis, reflecting a conversion price of $8.50 per share. After the third anniversary of the issue date of the shares, or October 24, 2010, Palm may cause all of the Series B Preferred Stock to be converted into Palm’s common stock if the average closing price per share of Palm’s common stock during the prior 30 consecutive trading days is at least 180% of the conversion price in effect at that time, and the closing price per share of Palm’s common stock during at least 20 days of such period (including the last 15 trading days of such thirty-day period) is at least 180% of the then applicable conversion price. No shares were converted during the three or six months ended November 30, 2008.

Redemption: The Series B Preferred Stock provides for the mandatory redemption of any outstanding Series B Preferred Stock on October 24, 2014, at the liquidation preference.

Other: The purchase agreement requires the prior vote or written consent of the holders of Series B Preferred Stock before Palm may engage in certain actions impacting the issued or authorized amounts or the rights, preferences, powers or privileges of the Series B Preferred Stock.

On October 24, 2007, just prior to the consummation of the transaction, the closing price of Palm’s common stock, adjusted for the $9.00 per share distribution, was $10.18 per share, and the conversion price of the Series B Preferred Stock was $8.50 per share. Because the adjusted closing price of the common stock on October 24, 2007 was greater than the conversion price, $65.0 million of the proceeds were allocated to an embedded beneficial conversion feature of the Series B Preferred Stock, computed as the difference between the adjusted closing price of Palm’s common stock on October 24, 2007 and the conversion price of $8.50 per share multiplied by the number of shares of common stock into which the Series B Preferred Stock was convertible plus the $0.8 million issuance costs paid to Elevation Partners. The amount allocated to the beneficial conversion feature and recorded as a discount to the Series B Preferred Stock is being accreted based on the effective yield method, with such accretion being charged against additional paid-in capital over seven years.

Palm has agreed to provide the holders of Series B Preferred Stock registration rights in certain circumstances.

No dividends were declared or were in arrears on the Series B Preferred Stock as of November 30, 2008. However, the accretion of the discounts on the Series B Preferred Stock due to the beneficial conversion feature and issuance costs is treated in the same manner as preferred dividends for the computation of earnings per common share.

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A summary of activity related to the Series B Preferred Stock is as follows (in thousands):

Gross proceeds	$	325,000
Beneficial conversion feature		(65,035	)
Issuance costs		(9,784	)
Net series B redeemable convertible preferred stock at issuance		250,181
Issuance costs		(26	)
Accretion of series B redeemable convertible preferred stock		5,516
Balance, May 31, 2008		255,671
Accretion of series B redeemable convertible preferred stock		4,825
Balance, November 30, 2008	$	260,496

15. Commitments

Certain Palm facilities are leased under operating leases. Leases expire at various dates through May 2012.

In December 2006, Palm entered into a minimum purchase commitment obligation with Microsoft Licensing, GP over a two-year contract period. Under the terms of the agreement, Palm agreed to pay a minimum of $35.0 million through November 2008. In September 2007, the agreement was amended to include an additional minimum purchase commitment of $6.7 million. In August 2008, the agreement was again amended to include an additional minimum purchase commitment of $0.2 million. As of November 30, 2008, Palm had made payments totaling approximately $37.1 million. The remaining amount due under the agreement was approximately $4.8 million as of November 30, 2008, which was included in other accrued liabilities in the condensed consolidated balance sheet.

In May 2005, Palm acquired PalmSource’s 55% share of PTHC and rights to the brand name Palm. The rights to the brand had been co-owned by the two companies through PTHC since the October 2003 spin-off of PalmSource from Palm. Palm agreed to pay $30.0 million in five installments due in May 2005, 2006, 2007 and 2008 and November 2008, and granted PalmSource certain rights to Palm trademarks for PalmSource and its licensees for a four-year transition period. The net present value of these payments, $27.2 million, was recorded as an intangible asset and is being amortized over 20 years. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $44,000 and $97,000, respectively, and approximately $108,000 and $217,000 for the three and six months ended November 30, 2007, respectively. The remaining amount due to PalmSource under this agreement was approximately $3.8 million as of November 30, 2008.

During fiscal year 2008, Palm entered into an agreement with Cisco Systems, Inc. to purchase system hardware to support its general infrastructure and one year of maintenance for a total of $3.7 million (net present value of $3.5 million). Under the terms of the agreement, Palm agreed to make quarterly payments from September 2008 through December 2009. As of November 30, 2008, Palm had made payments totaling approximately $0.6 million under the agreement. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $39,000 and $83,000, respectively. The remaining amount due under the agreement was $3.1 million as of November 30, 2008.

During fiscal year 2007, Palm entered into a license agreement with Oracle Corporation to purchase software and one year of maintenance for a total of $3.3 million (net present value of $2.9 million). Under the terms of the agreement, Palm agreed to make quarterly payments over a three-year period ending July 2009. As of November 30, 2008, Palm had made payments totaling $2.5 million under the agreement. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $18,000 and $42,000, respectively, and approximately $39,000 and $83,000 for the three and six months ended November 30, 2007, respectively. The remaining amount due under the agreement was $0.8 million as of November 30, 2008.

During February and October 2007, Palm acquired the assets of several businesses. Under the purchase agreements, Palm agreed to pay employee incentive compensation based upon continued employment with Palm that will be recognized as compensation expense over the service period of the applicable employees. As of November 30, 2008, Palm had made payments totaling approximately $3.1 million under the purchase agreements. The remaining liability under these agreements was $0.6 million as of November 30, 2008.

In October 2007, Palm declared a $9.00 per share one-time cash distribution on all shares outstanding as of October 24, 2007, resulting in a total amount due to Palm stockholders of $949.7 million. At that time, approximately $948.6 million of this distribution was paid in cash to eligible stockholders and the remaining $1.1 million was recorded as a distribution liability for holders of unvested restricted stock awards that were not eligible to receive a cash payment until their shares had vested. The distribution liability is being paid in cash as the related shares of restricted stock vest, ending in the fourth quarter of fiscal year 2010. As of November 30, 2008, the remaining amount due to holders of unvested restricted stock, adjusted for cancellations, was approximately $0.6 million, of which approximately $0.4 million was classified in other accrued liabilities in the condensed consolidated balance sheet and approximately $0.2 million was classified within other non-current liabilities.

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Palm accrues for royalty obligations to certain technology and patent holders based on (1) unit shipments of its smartphones and handheld computers, (2) a percentage of applicable revenue for the net sales of products using certain software technologies or (3) a fully paid-up license fee, all as determined in accordance with the applicable license agreements. Where agreements are not finalized, accrued royalty obligations represent management’s current best estimates using appropriate assumptions and projections based on negotiations with third party licensors. As of November 30, 2008, Palm has estimated royalty obligations of $39.1 million which are reported in other accrued liabilities. While the amounts ultimately agreed upon may be more or less than the current accrual, management does not believe that finalization of the agreements would have had a material impact on the amounts reported for its financial position as of November 30, 2008 or on the results reported for the three months then ended; however, the effect of finalization of these agreements in the future may be significant to the period in which recorded.

Palm utilizes contract manufacturers to build its products. These contract manufacturers acquire components and build products based on demand forecast information supplied by Palm, which typically covers a rolling 12-month period. Consistent with industry practice, Palm acquires inventories from such manufacturers through blanket purchase orders against which orders are applied based on projected demand information. Such purchase commitments typically cover Palm’s forecasted product requirements for periods ranging from 30 to 90 days. In certain instances, these agreements allow Palm the option to cancel, reschedule and/or adjust its requirements based on its business needs. In some instances Palm also makes commitments with component suppliers in order to secure availability of key components that may be in short supply. Consequently, only a portion of Palm’s purchase commitments arising from these agreements may be non-cancelable and unconditional commitments. As of November 30, 2008, Palm’s cancellable and non-cancellable commitments to third-party manufacturers and suppliers for their inventory on-hand and component commitments related to the manufacture of Palm products were approximately $102.7 million.

Palm recorded a provision for purchase commitments with third-party manufacturers, netting to approximately $13.1 million during the second quarter of fiscal year 2009. This charge was due to a decrease in forecasted product sales and was calculated in accordance with Palm’s policy, which is based on purchase commitments determined to be in excess of anticipated demand.

As of November 30, 2008, Palm had approximately $7.9 million in restricted investments, which are collateral for outstanding letters of credit.

Palm uses foreign exchange forward contracts to mitigate transaction gains and losses generated by certain foreign currency denominated monetary assets and liabilities, the result of which partially offsets its market exposure to fluctuations in foreign currencies. Changes in the fair value of these foreign exchange forward contracts are largely offset by re-measurement of the underlying assets and liabilities. According to Palm’s policy, these foreign exchange forward contracts have maturities of 35 days or less. As of November 30, 2008, Palm’s outstanding notional contract value, which approximates fair value, was approximately $7.9 million which settled within 21 days. Palm does not enter into derivatives for speculative or trading purposes.

Under the indemnification provisions of Palm’s customer and certain of its supply agreements, Palm agrees to offer some level of indemnification protection against certain types of claims arising from Palm’s products and services (such as intellectual property infringement or personal injury or property damage caused by Palm’s products or by Palm’s negligence or misconduct).

Under the indemnification provisions with respect to representations and covenants made to PalmSource in connection with the Palm brand agreement and with respect to trademark infringement in the amended and restated trademark license agreement with PalmSource, Palm agreed to defend and indemnify PalmSource and its affiliates for losses incurred, up to $25.0 million under each agreement.

Palm defends and indemnifies its current and former directors and certain of its current and former officers from third-party claims. Certain costs incurred for providing such defense and indemnification may be recoverable under various insurance policies. Palm is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these exposures are not capped and due to the conditional nature of its obligations and the unique facts and circumstances involved in any situation that might arise.

Palm’s product warranty accrual reflects management’s best estimate of probable liability under its product warranties. Management determines the warranty liability based on historical rates of usage as a percentage of shipment levels and the expected repair cost per unit, service policies and its experience with products in production or distribution.

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Changes in the product warranty accrual are (in thousands):

	Six Months Ended November 30,
	2008			2007
Balance, beginning of period	$	40,185		$	41,087
Payments made		(33,288	)		(61,075	)
Change in liability for product sold during the period		42,062			46,743
Change in liability for pre-existing warranties		1,804			3,987
Balance, end of period	$	50,763		$	30,742

16. Restructuring Charges

In accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, restructuring costs are recorded as incurred. Restructuring charges for employee workforce reductions are recorded upon employee notification for employees whose required continuing service period is 60 days or less, and ratably over the employee’s continuing service period for employees whose required continuing service period is greater than 60 days. In conjunction with the Handspring acquisition, Palm accrued for restructuring costs in accordance with EITF Issue No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. Prior to calendar year 2003, in accordance with EITF Issue No. 94-3, Liability Recognition for Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring), Palm accrued for restructuring costs when it made a commitment to a firm exit plan that specifically identified all significant actions to be taken.

The restructuring actions initiated in the second quarter of fiscal year 2009 included charges of approximately $6.2 million related to workforce reductions across all geographic regions, including approximately $0.5 million related to stock-based compensation as a result of the acceleration of certain awards and approximately $5.7 million for other severance, benefits and related costs due to the reduction of approximately 160 regular employees, and approximately $1.5 million related to project cancellation costs. Palm took these restructuring actions to better align its cost structure with its current revenue expectations. Additional restructuring charges related to these actions will be recorded during the third and fourth quarters of fiscal year 2009. These charges are comprised of additional costs related to workforce reductions, including stock-based compensation as a result of the acceleration of certain awards and other severance, benefits and related costs for employees whose continuing service is in excess of 60 days and lease commitments for property and equipment disposed of or removed from service.

The third quarter of fiscal year 2008 restructuring actions included charges of approximately $7.7 million related to workforce reductions across all geographic regions, primarily related to severance, benefits and related costs due to the reduction of approximately 130 regular employees, and approximately $7.0 million related to facilities and property and equipment that was disposed of or removed from service in fiscal year 2008, including the closure of Palm’s retail stores. The facilities and property and equipment charge includes approximately $4.5 million related to property and equipment disposed of or removed from service and other charges related to the closure of Palm’s retail stores and approximately $2.5 million for lease commitments for facilities no longer in service. During the first quarter of fiscal year 2009, additional restructuring charges of approximately $0.3 million related to workforce reductions, including severance benefits and related costs, were recorded, partially offset by adjustments of approximately $0.1 million related to facilities and property and equipment as a result of more current information regarding lease closure costs. Palm took these restructuring actions to better align its cost structure with its then current revenue expectations.

The second quarter of fiscal year 2008 restructuring actions included project cancellation costs relating to the Foleo mobile companion product and discontinued development projects of approximately $5.9 million. Adjustments of approximately $0.1 million were recorded during the first half of fiscal year 2009 as a result of a higher-than-expected recovery on the disposition of unused components originally intended for the Foleo product. Restructuring charges were a result of Palm’s decision to focus its efforts on developing a single Palm software platform and to offer a consistent user experience centered on the new platform.

The first quarter of fiscal year 2008 restructuring actions included charges of approximately $9.4 million related to workforce reductions, including approximately $1.1 million related to stock-based compensation as a result of the acceleration of certain awards and approximately $8.3 million for other severance, benefits and related costs, and approximately $0.7 million relating to lease commitments for property and equipment disposed of or removed from service. Workforce reductions for the restructuring actions begun in the first quarter of fiscal year 2008 affected approximately 120 regular employees primarily in the United States and were complete as of May 31, 2008. Palm took these restructuring actions to better align its cost structure with its then current revenue expectations. As of November 30, 2008, the balance consists of lease commitments, payable over approximately two years, offset by estimated sublease proceeds of approximately $0.6 million.

The fourth quarter of fiscal year 2001 restructuring action consists of facilities costs related to lease commitments for space no longer intended for use. During the year ended May 31, 2008, adjustments of approximately $0.2 million were recorded as a result of more current information regarding future estimated sublease income. As of November 30, 2008, the balance consists of lease commitments, payable over approximately three years, offset by estimated sublease proceeds of approximately $9.4 million.

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The restructuring actions recorded in connection with the Handspring acquisition included $3.7 million related to Handspring facilities not intended for use for Palm operations and therefore considered excess. During the year ended May 31, 2008, adjustments of approximately $0.1 million were recorded and all actions were completed.

Accrued liabilities related to restructuring actions consist of (in thousands):

	Q2 2009 Action						Q3 2008 Action						Q2 2008 Action			Q1 2008 Action						Q4 2001 Action			Action Recorded In Connection with the Handspring Acquisition
	Workforce Reduction Costs			Discontinued Project Costs			Workforce Reduction Costs			Excess Facilities and Equipment Costs			Discontinued Project Costs			Workforce Reduction Costs			Excess Facilities and Equipment Costs			Excess Facilities Costs			Excess Facilities Costs			Total
Balance, May 31, 2007	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	5,092		$	314		$	5,406
Restructuring charges (adjustments)		—			—			7,723			6,958			5,928			9,400			684			(237	)		(103	)		30,353
Cash payments		—			—			(7,037	)		(2,019	)		(3,911	)		(8,309	)		(111	)		(917	)		(211	)		(22,515	)
Write-offs		—			—			—			(3,679	)		(313	)		(1,091	)		(103	)		—			—			(5,186	)
Balance, May 31, 2008		—			—			686			1,260			1,704			—			470			3,938			—			8,058
Restructuring charges (adjustments)		6,197			1,489			347			(140	)		(70	)		—			—			—			—			7,823
Cash payments		(787	)		—			(825	)		(1,085	)		(674	)		—			(97	)		(337	)		—			(3,805	)
Write-offs		(495	)		(1,489	)		—			—			—			—			(59	)		—			—			(2,043	)
Balance, November 30, 2008	$	4,915		$	—		$	208		$	35		$	960		$	—		$	314		$	3,601		$	—		$	10,033

17. Patent acquisition cost (refund)

During the first quarter of fiscal year 2008, Palm paid $5.0 million to acquire patents and patent applications. These patents and patent applications were acquired for strategic purposes in order to more effectively respond to intellectual property claims that may arise in the course of Palm’s business and, as of that date, were not acquired directly for the purpose of incorporating specific features into future products or for specific features in current products for which Palm currently pays or expects to pay royalties. Accordingly, the acquisition cost was expensed during the period of acquisition. During the first quarter of fiscal year 2009, Palm received a refund of approximately $1.5 million as a result of a re-negotiation of the purchase price. This amount was recognized as a benefit to Palm’s operating results at the time of receipt.

18. Gain on Sale of Land

In August 2005, Palm entered into an agreement with a real-estate broker to market for sale the 39 acres of land owned by Palm in San Jose, California. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, Palm reclassified the land as held for sale at that time. The sale closed in June 2007, and during the first quarter of fiscal year 2008 Palm received proceeds from the sale of land of approximately $64.5 million and recognized a gain on the sale, net of closing costs, of approximately $4.4 million.

19. Litigation

Palm is a party to lawsuits in the normal course of its business. Litigation in general, and intellectual property litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Palm believes that it has defenses to the cases pending against it, including those set forth below, and is vigorously contesting each matter. Palm is not currently able to estimate, with reasonable certainty, the possible loss, or range of loss, if any, from the cases listed below, and accordingly no provision for any potential loss which may result from the resolution of these matters has been recorded in the accompanying condensed consolidated financial statements except with respect to those cases where preliminary settlement agreements have been reached. An unfavorable resolution of these lawsuits could materially adversely affect Palm’s business, results of operations or financial condition. (Although Palm was formerly known as palmOne, Inc. and is now Palm, Inc. once again and Handspring has been merged into Palm, the pleadings in the pending litigation continue to reference former company names, including Palm Computing, Inc., Palm, Inc., palmOne, Inc. and Handspring, Inc.).

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In June 2001, the first of several putative stockholder class action lawsuits was filed in the United States District Court for the Southern District of New York against certain of the underwriters for Palm’s initial public offering, Palm and several of its former officers. The complaints, which have been consolidated under the caption In re Palm, Inc. Initial Public Offering Securities Litigation, Case No. 01 CV 5613, assert that the prospectus from Palm’s March 2, 2000 initial public offering failed to disclose certain alleged actions by the underwriters for the offering. The complaints allege claims against Palm and the officers under Sections 11 and 15 of the Securities Act of 1933, as amended. Certain of the complaints also allege claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended. Similar complaints were filed against Handspring in August and September 2001 in regard to Handspring’s June 2000 initial public offering. Other actions have been filed making similar allegations regarding the initial public offerings of more than 300 other companies. An amended consolidated complaint was filed in April 2002. The claims against the individual defendants have been dismissed without prejudice pursuant to an agreement with plaintiffs. The Court denied Palm’s motion to dismiss. In June 2004, a stipulation of settlement and release of claims against the issuer defendants, including Palm and Handspring, was submitted to the Court for approval. On August 31, 2005, the Court preliminarily approved the settlement. In December 2006, the Appellate Court overturned the certification of classes in the six test cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings. Because class certification was a condition of the settlement, it was unlikely that the settlement would receive final Court approval. On June 25, 2007, the Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. Plaintiffs have filed amended master allegations and amended complaints in the six focus cases. It is uncertain whether there will be any revised or future settlement.

In September and October 2005, five purported consumer class action lawsuits were filed against Palm, four in the U.S. District Court for the Northern District of California (Moya v. Palm, Berliner v. Palm, Loew v. Palm, and Geisen v. Palm) and one in the Superior Court of California for Santa Clara County (Palza v. Palm), on behalf of all purchasers of Palm Treo 600 and Treo 650 products. All five complaints allege in substance that Palm made false or misleading statements regarding the reliability of its Treo 600 and 650 products in violation of various California laws, that the products have certain alleged defects, and that Palm breached its warranty of these products. The complaints seek unspecified damages, restitution, disgorgement of profits and injunctive relief. In September 2005, a purported consumer class action lawsuit entitled Gans v. Palm was filed against Palm in the U.S. District Court for the Northern District of California on behalf of all purchasers of the Treo 650 product. The complaint alleges that, in violation of various California laws, Palm made false or misleading statements regarding automatic email delivery to the Treo 650 product. The complaint seeks unspecified damages, restitution, disgorgement of profits and injunctive relief. Palm removed the Palza case to the U.S. District Court for the Northern District of California. Subsequently, all six cases were consolidated before a single judge in that Court and the plaintiffs provided a consolidated, amended complaint. The parties have agreed to a tentative settlement. On January 7, 2008, the Court granted preliminary approval of a settlement of this action and Palm provided notice to the settlement class members. A hearing to determine final settlement approval was conducted on May 23, 2008 and on July 9, 2008 the Court issued an Order approving the settlement with respect to the class and dismissing claims of the settlement class with prejudice. The Court reserved ruling on the application of plaintiffs’ counsel for attorneys’ fees and incentive awards to the representative plaintiffs. Intervenors at the hearing filed an appeal of the Court’s ruling on August 11, 2008. On September 25, 2008, the appellate court dismissed it as being untimely and the District Court ruling therefore became final. The terms of the Order issued by the Court will result in a resolution not material to Palm’s financial position. If approved as requested, the terms of the proposed attorneys’ fees and incentive awards will result in a resolution not material to Palm’s financial position.

On November 6, 2006, NTP, Inc. filed suit against Palm in the United States District Court for the Eastern District of Virginia. In the lawsuit, entitled NTP, Inc. v. Palm, Inc., NTP alleges direct and indirect infringement of seven patents and seeks unspecified compensatory and treble damages and to enjoin Palm from infringing the patents in the future. On December 22, 2006, Palm responded to the complaint. Palm also moved to stay the litigation pending conclusion and any appeal of reexamination proceedings currently before the United States Patent and Trademark Office. On March 22, 2007 the Court granted Palm’s motion and ordered the case be stayed “…until the validity of the patents-in-suit is resolved at the Patent and Trademark Office and through any consequent appeals.”

On May 18, 2007, Intermec Inc. filed suit against Palm in the United States District Court for the District of Delaware. In the lawsuit, entitled Intermec Technologies Corp., Inc. v. Palm, Inc., Intermec alleges direct and indirect infringement of five patents and seeks unspecified compensatory and treble damages and to enjoin Palm from future infringement. In August 2007, Palm filed counterclaims against Intermec including allegations of infringement by Intermec of two Palm patents. Palm seeks compensatory damages and to permanently enjoin Intermec from future infringement. The case is in discovery.

20. Subsequent Event

Elevation Partners has agreed to make an additional $100.0 million investment in Palm. Under a definitive agreement reached December 22, 2008, Elevation will increase its investment in Palm by acquiring newly issued Series C preferred stock that is convertible into Palm common stock at a price of $3.25 per share. The Series C preferred stock carries a 0% dividend rate. Elevation will also receive warrants to acquire 7.0 million shares of Palm common stock at the same price of $3.25 per share. Upon closing the additional investment, Elevation Partners and its affiliates’ ownership and voting rights of the outstanding common stock will increase to approximately 38% on an as-converted basis. While this percentage could increase the voting rights of Elevation Partners and its affiliates on an as-converted basis are capped at 39.9% of the outstanding common stock. Prior to March 31, 2009, Palm may elect to cause Elevation to sell up to $49.0 million of this new investment to other investors on the same or better terms than on which Elevation has agreed to invest, with Palm receiving any net gains realized upon such a sale.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes to those financial statements included in this Form 10-Q. Our 52-53 week fiscal year ends on the Friday nearest to May 31, with each quarter ending on the Friday generally nearest August 31, November 30 and February 28. For presentation purposes, the periods have been presented as ending on November 30 and May 31, as applicable.

This quarterly report contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements concerning Palm’s expectations, beliefs and/or intentions regarding the following: mobile products and the mobile product market; our leadership position in mobile products; our revenues, cost of revenues, gross margins, operating income (loss), operating expenses, operating results and profitability; our corporate strategy; growth in the smartphone market; capitalizing on industry trends and dynamics; economic trends, market conditions and their effects on our business and on consumer and business purchasing patterns; our platform strategy; international, political and economic risk; our development and introduction of new products and services; the effect of acquisitions on the development of products; acceptance of our smartphone products; market demand for our products; our ability to differentiate our products, deliver a range of product choices around open platforms and develop products to serve a broad range of customers; our ability to lead on design, ease-of-use and functionality; the development and timing of our new operating system and related software and the introduction of products based on this new platform; competition and our competitive advantages; our ability to build our brand and consumers’ awareness of our products; the resources that we and our competitors devote to development, promotion and sale of products; revenue and credit concentration with our largest customers; collectability of customer accounts; our customer relationships; royalty obligations; inventory, channel inventory levels and inventory valuation; price protection, rebates and returns; product warranty accrual and liability; our effective tax rate and income tax expense; our tax strategy; the deductibility of goodwill; realization and recoverability of our net deferred tax assets; utilization of our net operating loss and tax credit carryforwards; our belief that our cash, cash equivalents and short-term investments will be sufficient to satisfy our anticipated cash requirements and debt service or repayment obligations for at least the next twelve months; our liquidity, cash flow, cash position and ability to obtain funding; plans to repurchase shares under our stock repurchase program; the use of any net proceeds from the sale of securities under our universal shelf registration statement; collectability, impairment charges and recovery in market value in connection with our investments in auction rate securities; the completion and effect of restructuring actions; the amount and timing of restructuring charges; compensation and other expense reductions; dividends; interest rates; the timing and amount of our cash generation and cash flows; declines in the handheld market and in our handheld business; unrecognized compensation cost under our stock plans; stock price volatility; option exercise behavior under our stock plans; vesting, terms and forfeiture of our equity awards; our stock-based compensation valuation models; our defenses to, and the effects and outcomes of, legal proceedings and litigation matters; provisions in our charter documents, Delaware law and a Stockholders’ Agreement and the potential effects of a stockholder rights plan; our relationship with Elevation Partners, L.P.; the increase in Elevation’s investment in Palm; our debt obligations, the related interest expense for future periods and the effect of any non-compliance; and the potential impact of our critical accounting policies and changes in financial accounting standards or practices. Actual results and events could differ materially from those contemplated by these forward-looking statements due to various risks and uncertainties, including those discussed in the “Risk Factors” section and elsewhere in this quarterly report. Palm undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

Overview and Executive Summary

Palm, Inc. is a provider of mobile products that enhance the lifestyles of individual users and business customers worldwide. We create thoughtfully integrated technologies that better enable people to stay connected with their family, friends and colleagues, access and share the information that matters to them most and manage their daily lives on the go. Palm offers Treo and Centro smartphones, handheld computers and accessories through a network of wireless carriers, as well as retail and business outlets worldwide.

Our objective is to be a leader in mobile lifestyle products for individual users and business customers. To achieve this, we focus on the following strategies: differentiate our products through innovative software, inspiring industrial design and the seamless integration of hardware, system software, applications and services to deliver a delightful mobile user experience; deliver a range of product choices around open platforms; focus on our core competencies by using a leveraged model to develop, manufacture, distribute and support our products; and build a brand synonymous with a mobile lifestyle. Management periodically reviews certain key business metrics in order to evaluate our strategy and operational efficiency, allocate resources and maximize the financial performance of our business. These key business metrics include the following:

Revenue—Management reviews many elements to understand our revenue stream. These elements include supply availability, unit shipments, average selling prices and channel inventory levels. Revenues are impacted by unit shipments and variations in average selling prices. Unit shipments are determined by supply availability, timing of wireless carrier certification, end user and channel demand, and channel inventory. We monitor average selling prices throughout the product life cycle, taking into account market demand and competition. To avoid empty shelves at retail store locations and to minimize product returns and obsolescence, we strive to maintain channel inventory levels within a desired range.

Margins—We review gross margin in conjunction with revenues to maximize operating performance. We strive to improve our gross margin through disciplined cost and product life-cycle management, supply/demand management and control of our warranty and technical support costs. To achieve desired operating margins, we also monitor our operating expenses closely to keep them in line with our projected revenue.

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Cash flows—We strive to convert operating results to cash. To that end, we carefully manage our working capital requirements through balancing accounts receivable and inventory with accounts payable. We monitor our cash balances to maintain cash available to support our operating, investing and financing requirements.

We believe the mobile lifestyle solutions market dynamics are generally favorable to us. The high-speed wireless networks which enable true “always-on” connectivity are fueling the growth of the market for smartphone devices. With our computing heritage, we are able to work closely with wireless carriers to deploy advanced wireless data applications that take advantage of their wireless data networks.

The smartphone market is emerging and people are beginning to understand the personal and professional benefits of being able to access email or browse the web on a smartphone. We intend to lead on design, ease-of-use and functionality and serve a broad range of customers with products focused on their needs. We expect this market to expand and we are focusing our efforts in order to capitalize on this expansion.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in Palm’s condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, these estimates and judgments are subject to change and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheets and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions which are used for, but not limited to, the accounting for rebates, price protection, product returns, allowance for doubtful accounts, warranty and technical service costs, royalty obligations, goodwill and intangible asset valuations, restructurings, inventory, stock-based compensation, impairment of non-current auction rate securities and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our condensed consolidated financial statements.

Revenue Recognition

Revenue is recognized when earned in accordance with applicable accounting standards and guidance, including Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition, and American Institute of Certified Public Accountants, or AICPA, Statement of Position, or SOP, No. 97-2, Software Revenue Recognition, as amended. We recognize revenues from sales of mobile products under the terms of the customer agreement upon transfer of title to the customer, net of estimated returns, provided that the sales price is fixed or determinable, collection is determined to be probable and no significant obligations remain. For one of our web sales distributors, we recognize revenue based on a sell-through method utilizing information provided by the distributor. Sales to resellers are subject to agreements allowing for limited rights of return and price protection. Accordingly, revenue is reduced for our estimates of liability related to these rights. The estimate for returns is recorded at the time the related sale is recognized and is adjusted periodically based upon historical rates of returns and other related factors. The reserves for rebates and price protection are recorded at the time these programs are offered in accordance with Emerging Issues Task Force, or EITF, Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). Price protection is estimated based on specific programs, expected usage and historical experience. Rebates are estimated based on specific programs, actual wireless carrier purchase volumes and the expected percentage of end users that will redeem their rebates, which is estimated based on historical experience. Rebate estimates are refined over the program period as actual results are experienced. We have accrued rebate obligations of $53.2 million as of November 30, 2008 which are included in other accrued liabilities. Actual claims for price protection, rebates and returns may vary over time and could differ from our estimates.

Revenue from software arrangements with end users of our devices is recognized upon delivery of the software, provided that collection is determined to be probable and no significant obligations remain. For arrangements with multiple elements, we allocate revenue to each element using the residual method. When all of the undelivered elements are software-related, this allocation is based on vendor specific objective evidence, or VSOE, of fair value of the undelivered items. VSOE is based on the price determined by management having the relevant authority when the element is not yet sold separately, but is expected to be sold in the marketplace within six months of the initial determination of the price by management. When the undelivered elements include non-software related items, this allocation is based on objective and reliable evidence of fair value, in accordance with EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. We defer the portion of the fee equal to the fair value of the undelivered elements until they are delivered.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on our assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in a major customer’s creditworthiness or actual defaults differ from our historical experience, our actual results could differ from our estimates of recoverability.

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Warranty Costs

We accrue for warranty costs based on historical rates of repair as a percentage of shipment levels and the expected repair cost per unit, service policies and our experience with products in production or distribution. If we experience claims or significant changes in costs of services, such as third-party vendor charges, materials or freight, which could be higher or lower than our historical experience, our cost of revenues could differ from our estimates.

Royalty Obligations

We accrue for royalty obligations to certain technology and patent holders based on (1) unit shipments of our smartphones and handheld computers, (2) a percentage of applicable revenue for the net sales of products using certain software technologies or (3) a fully paid-up license fee, all as determined in accordance with the applicable license agreements. Where agreements are not finalized, accrued royalty obligations represent management’s current best estimates using appropriate assumptions and projections based on negotiations with third party licensors. As of November 30, 2008, we have estimated royalty obligations of $39.1 million which are reported in other accrued liabilities. While the amounts ultimately agreed upon may be more or less than the current accrual, management does not believe that finalization of the agreements would have had a material impact on the amounts reported for our financial position as of November 30, 2008 or on the results reported for the three months then ended; however, the effect of finalization of these agreements in the future may be significant to the period in which recorded.

Fair Value Accounting

Effective June 1, 2008, we adopted Financial Accounting Standards Board, or FASB, Statement of Financial Accounting Standard, or SFAS, No. 157, Fair Value Measurements, to account for our financial assets and liabilities. SFAS No. 157 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1 - Observable quoted prices for identical instruments in active markets;

• Level 2 - Observable quoted prices for similar instruments in active markets, observable quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; or

• Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value of our Level 1 financial assets is based on quoted market prices of the identical underlying security and generally include cash, money market funds and United States Treasury securities with quoted prices in active markets. The fair value of our Level 2 financial assets is based on observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency and generally include United States government agency debt securities, corporate notes/bonds and certificates of deposit. We did not have observable inputs for the valuation of our balances of non-current auction rate securities, or ARS, and equity investments included in other assets. See Note 3 to the condensed consolidated financial statements for our methodology for valuing these assets. As of November 30, 2008, the total amount of assets classified as Level 3 was approximately $14.2 million, which represented approximately 6% of the total amount of assets measured at fair value on a recurring basis, or $246.1 million. As of November 30, 2008, we did not have any liabilities that were measured at fair value on a recurring basis. Discussion of how we determined the fair value of our investments in non-current ARS may be found below.

In accordance with SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of SFAS No. 115¸ which we adopted as of June 1, 2008, we evaluated our existing eligible financial assets and liabilities and elected not to adopt the fair value option for any eligible items during the three or six months ended November 30, 2008. However, because the SFAS No. 159 election is based on an instrument-by-instrument election at the time we first recognize an eligible item or enter into an eligible firm commitment, we may decide to exercise the option on new items when business reasons support doing so in the future.

Long-Lived Asset Impairment

Long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not ultimately be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its ultimate disposition.

Goodwill and Intangible Asset Impairment

We evaluate the recoverability of goodwill annually during the fourth quarter of the fiscal year, or more frequently if impairment indicators arise, as required under SFAS No. 142, Goodwill and Other Intangible Assets. Goodwill is reviewed for impairment by

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applying a fair-value-based test at the reporting unit level within our single reporting segment. A goodwill impairment loss would be recorded for any goodwill that is determined to be impaired. Under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, intangible assets are evaluated whenever events or changes in circumstances indicate that the carrying value of the asset may be impaired. An impairment loss would be recognized for an intangible asset to the extent that the asset’s carrying value is not recoverable and exceeds its fair value. The carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset, including disposition. Cash flow estimates used in evaluating for impairment represent management’s best estimates using appropriate assumptions and projections at the time.

Restructuring Costs

Effective for calendar year 2003, in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which supersedes EITF Issue No. 94-3, Liability Recognition for Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring), we record liabilities for costs associated with exit or disposal activities when the liability is incurred. Prior to calendar year 2003, in accordance with EITF Issue No. 94-3, we accrued for restructuring costs when we made a commitment to a firm exit plan that specifically identified all significant actions to be taken. We record initial restructuring charges based on assumptions and related estimates that we deem appropriate for the economic environment at the time these estimates are made. We reassess restructuring accruals on a quarterly basis to reflect changes in the costs of the restructuring activities, and we record new restructuring accruals as liabilities are incurred. Actual costs could differ from our estimates.

Inventory

Inventory purchases are based upon forecasts of future demand. We value our inventory at the lower of standard cost (which approximates first-in, first-out cost) or market. If we believe that demand no longer allows us to sell our inventory above cost or at all, we write down that inventory to market or write-off excess inventory levels. If customer demand subsequently differs from our forecasts, requirements for inventory write-offs could differ from our estimates.

Stock-Based Compensation

We account for stock-based compensation in accordance with SFAS No. 123(R), Share-Based Payment. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

We rely primarily on the Black-Scholes option valuation model to determine the fair value of stock options and employee stock purchase plan, or ESPP, shares. The determination of the fair value of stock-based payment awards on the date of grant using an option-valuation model is affected by our stock price as well as assumptions regarding a number of complex variables. These variables include our expected stock price volatility over the term of the awards, projected employee stock option exercise behaviors, expected risk-free interest rate and expected dividends.

We estimate the expected term of options granted based on historical time from vesting until exercise and the expected term of ESPP shares using the average life of the purchase periods under each offering. We estimate the volatility of our common stock based upon the implied volatility derived from the historical market prices of our traded options with similar terms. Our decision to use this measure of volatility was based upon the availability of actively traded options on our common stock and our assessment that this measure of volatility is more representative of future stock price trends than the historical volatility in our common stock. We base the risk-free interest rate for option valuation on Constant Maturity Treasury rates provided by the United States Treasury with remaining terms similar to the expected term of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. In addition, SFAS No. 123(R) requires forfeitures of share-based awards to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation only for those awards that are expected to vest.

In accordance with SFAS No. 123(R), we determined the fair value of modifications made to stock options in September and October 2007 in connection with the recapitalization transaction using the Trinomial Lattice simulation model. We used the inputs and assumptions described above for volatility, risk-free interest rate and estimated dividends. We also incorporated an early exercise multiple of 1.95, the stock prices on the dates of modification (adjusted for the $9.00 per share distribution) and the strike prices of the affected awards (adjusted for the $9.00 per share distribution).

The Geometric Brownian Motion simulation model was utilized to determine the fair value of stock options, restricted stock units and restricted stock awards granted with vesting based on market conditions, or performance of Palm’s stock price, in connection with the recapitalization transaction in October 2007. This model was utilized in order to incorporate more complex variables than closed-form models such as the Black-Scholes option valuation model. We used the inputs and assumptions described above for volatility, risk-free interest rate and estimated dividends. We also incorporated the specific terms of the awards to simulate multiple stock price paths over the various vesting periods to determine the average net present value across the simulation trials. The Geometric Brownian Motion simulation model is based on trials simulating the achievement of the market conditions and calculating the net present value of the fair value over all of the trials.

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There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency between periods and materially affect the fair value estimate of share-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.

Non-Current Auction Rate Securities

We hold a variety of interest bearing ARS that represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Beginning in fiscal year 2008, uncertainties in the credit markets affected all of our holdings in ARS investments and auctions for our investments in these securities failed to settle on their respective settlement dates. Auctions for our investments in these securities have continued to fail during the six months ended November 30, 2008. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2017 to 2052.

Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. While we continue to earn interest on these investments at the maximum contractual rate, they are not currently trading and therefore do not currently have a readily determinable market value. As of November 30, 2008, the par value of Palm’s investment in ARS was approximately $74.7 million. The estimated fair value no longer approximates par value.

As of November 30, 2008, we used a discounted cash flow model to estimate the fair value of our investments in ARS which incorporated the total expected future cash flows of each security and an estimated market-required rate of return. Expected future cash flows were calculated using estimates for interest rates, timing and amount of cash flows and expected holding periods of the ARS. Our most significant assumptions made in the present value calculations were the estimated weighted average lives for the collateral underlying each individual ARS and the estimated required rates of return used to discount the estimated future cash flows over the estimated life of each security, which considered both the credit quality for each individual ARS and the market liquidity for these investments. For the three and six months ended November 30, 2008, using this assessment of fair value, we determined there was a further decline in the fair value of our ARS investments of approximately $9.2 million and approximately $16.7 million, respectively, all of which was recognized as a pre-tax other-than-temporary impairment charge. In addition, during the three and six months ended November 30, 2008, due to the continued declines in fair value of our investments in ARS, we concluded that the impairment of each of these ARS investments was other-than-temporary and the associated unrealized losses of approximately $5.1 million and approximately $12.5 million were recognized during the three and six months ended November 30, 2008, respectively, as additional pre-tax impairments of non-current ARS, with a corresponding decrease in accumulated other comprehensive loss. The primary cause of the decline in fair value of our non-current ARS was an increase in the estimated required rates of return (which considered both the credit quality and the market liquidity for these investments) used to discount the estimated future cash flows over the estimated life of each security.

We review our impairments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and related guidance issued by the FASB and the Securities and Exchange Commission, or SEC, in order to determine the classification of the impairment as “temporary” or “other-than-temporary”. A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive loss component of stockholders’ equity (deficit). Such an unrealized loss does not affect net loss for the applicable accounting period. An other-than-temporary impairment charge is recorded as a realized loss in the condensed consolidated statement of operations and is a component of the net loss for the applicable accounting period. The primary differentiating factors we considered to classify our impairments between temporary and other-than-temporary impairments are the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes to credit ratings of the securities as well as to the underlying assets supporting these securities, rates of default of the underlying assets, underlying collateral value, discount rates, liquidity and ongoing strength and quality of credit markets.

Income Taxes

Our deferred tax assets are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. A valuation allowance reduces deferred tax assets to estimated realizable value, which assumes that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the net carrying value. The four sources of taxable income to be considered in determining whether a valuation allowance is required include:

• Future reversals of existing taxable temporary differences (i.e., offset gross deferred tax assets against gross deferred tax liabilities);

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• Future taxable income exclusive of reversing temporary differences and carryforwards;

• Taxable income in prior carryback years; and

• Tax planning strategies.

Determining whether a valuation allowance for deferred tax assets is necessary requires an analysis of both positive and negative evidence regarding realization of the deferred tax assets. In general, positive evidence may include:

• A strong earnings history exclusive of the loss that created the deductible temporary differences, coupled with evidence indicating that the loss is the result of an aberration rather than a continuing condition;

• An excess of appreciated asset value over the tax basis of our net assets in an amount sufficient to realize the deferred tax asset; and

• Backlog that will produce more than enough taxable income to realize the deferred tax asset based on existing sales prices and cost structures.

In general, negative evidence may include:

• A history of operating loss or tax credit carryforwards expiring unused;

• An expectation of being in a cumulative loss position in a future reporting period;

• The existence of cumulative losses in recent years;

• Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels on a continuing basis; and

• A carryback or carryforward period that is so brief that it would limit the realization of tax benefits.

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified and judgment must be used in considering the relative impact of positive and negative evidence. During the quarter ended November 30, 2008, our operating results reflected a cumulative three-year loss after adjusting for the effect of recent uncertainties in the credit markets on the valuation of our investment in non-current auction rate securities and a one-time gain on the sale of our land. The cumulative three-year loss is considered significant negative evidence which is objective and verifiable. Additional negative evidence we considered included the uncertainty regarding the magnitude and length of the current economic recession and the highly competitive nature of the smartphone and mobile phones market. Positive evidence that we considered in our assessment included lengthy operating loss carryforward periods, a lack of unused expired operating loss carryforwards in our history and estimates of future taxable income. However, there is uncertainty as to our ability to meet our estimates of future taxable income in order to recover our deferred tax assets in the United States. After considering both the positive and negative evidence for the three months ended November 30, 2008, we determined that it was no longer more-likely-than-not that we would realize the full value of our United States deferred tax assets. As a result, we established a valuation allowance against our deferred tax assets in the United States to reduce them to their estimated net realizable value with a corresponding non-cash charge of approximately $407.4 million to the provision for income taxes, net of tax benefits generated during the second quarter of fiscal year 2009.

The valuation allowance is reviewed quarterly and is maintained until sufficient positive evidence exists to support the reversal of the valuation allowance.

On June 1, 2007, we adopted FASB Financial Interpretation, or FIN, No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the implementation of FIN No. 48, we recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step process prescribed in the interpretation. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our revised expectations, we adjust the liability and effect a related change in our tax provision during the period in which we make such determination.

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Our key critical accounting policies are periodically reviewed with the Audit Committee of the Board of Directors.

Results of Operations

Revenues

	Three Months Ended November 30,				Increase/ (Decrease)			Six Months Ended November 30,				Increase/ (Decrease)
	2008		2007					2008		2007
	(dollars in thousands)
Revenues	$	191,618	$	349,633	$	(158,015	)	$	558,475	$	710,392	$	(151,917	)

We derive our revenues from sales of our smartphones, handheld computers, add-ons and accessories. Revenues for the three months ended November 30, 2008 decreased approximately 45% from the three months ended November 30, 2007. Smartphone revenue was $171.0 million for the three months ended November 30, 2008 and decreased approximately 39% from $282.4 million for the three months ended November 30, 2007. Handheld revenue was $20.7 million for the three months ended November 30, 2008 and decreased approximately 69% from $67.2 million for the three months ended November 30, 2007. During the three months ended November 30, 2008, net device units shipped were approximately 666,000 units at an average selling price of $283 per unit. During the three months ended November 30, 2007, net device units shipped were 1,149,000 units at an average selling price of $297 per unit. Of this 45% decrease in revenues, the lower unit shipments and accessories sales resulted in a decrease of approximately 40 percentage points and the decrease in average selling prices resulted in a decrease of approximately 5 percentage points. The decrease in unit shipments is primarily due to a decrease in smartphone unit shipments as a result of reduced demand for our maturing smartphone products and a reduction in consumer spending due to recessionary economic conditions coupled with a decline in traditional handheld unit shipments as a result of the declining handheld market. The decrease in our average selling price is a result of a shift in product mix during the period towards lower-priced Centro smartphone products and a reduction in the volume of certain of our Treo smartphone products, which carry higher average selling prices. We expect our handheld business to continue to decline throughout the remainder of fiscal year 2009.

International revenues were approximately 25% of worldwide revenues for the three months ended November 30, 2008, compared with approximately 27% for the three months ended November 30, 2007.

Of the 45% decrease in worldwide revenues for the three months ended November 30, 2008 as compared to the three months ended November 30, 2007, approximately 32 percentage points resulted from a decrease in United States revenues and approximately 13 percentage points resulted from a decrease in international revenues. Average selling prices for our units decreased by approximately 9% in the United States and increased by approximately 10% internationally during the three months ended November 30, 2008 as compared to the three months ended November 30, 2007. The decrease in average selling prices in the United States is primarily the result of a shift in product mix during the quarter towards lower-priced smartphone products and a reduction in the volume of certain of our smartphone products which carry higher average selling prices while the increase in average selling prices internationally is primarily due to a shift in our product mix towards smartphone products, which carry a higher average selling price than handheld products. Net device units shipped decreased approximately 37% in the United States and approximately 54% internationally compared to the year ago period. The decrease in net units sold in the United States and internationally is primarily due to a decrease in smartphone unit shipments as a result of reduced demand for our maturing smartphone products and a reduction in consumer spending due to recessionary economic conditions coupled with a decline in traditional handheld units as a result of the declining handheld market.

Revenues for the six months ended November 30, 2008 decreased approximately 21% from the six months ended November 30, 2007. Smartphone revenue was $504.7 million for the six months ended November 30, 2008 and decreased 14% from $584.6 million for the six months ended November 30, 2007. Handheld revenue was $53.8 million for the six months ended November 30, 2008 and decreased 57% from $125.8 million for the six months ended November 30, 2007. During the six months ended November 30, 2008, net device units shipped were 2,000,000 units at an average selling price of $276 per unit. During the six months ended November 30, 2007, net device units shipped were 2,157,000 units at an average selling price of $321 per unit. Of the 21% decrease in revenues, approximately 13 percentage points resulted from the decrease in average selling prices and approximately 8 percentage points resulted from the decrease in unit shipments and accessories sales. The decrease in our average selling price is a result of a shift in product mix during the period towards lower-priced Centro smartphone products and a reduction in the volume of certain of our Treo smartphone products, which carry higher average selling prices. The decrease in unit shipments is primarily due to a decline in traditional handheld unit shipments as a result of the declining handheld market partially offset by an increase in smartphone unit shipments.

International revenues were approximately 15% of worldwide revenues for the six months ended November 30, 2008, compared with approximately 24% for the six months ended November 30, 2007.

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Of the 21% decrease in worldwide revenues for the six months ended November 30, 2008 as compared to the six months ended November 30, 2007, approximately 12 percentage points resulted from a decrease in international revenues and approximately 9 percentage points resulted from a decrease in United States revenues. Average selling prices for our units decreased by approximately 17% in the United States and 4% internationally during the six months ended November 30, 2008 as compared to the six months ended November 30, 2007. The decrease in average selling price in the United States and internationally is primarily the result of the reduction in the selling prices of our existing smartphone products. Net device units shipped decreased approximately 47% internationally partially offset by an increase in the United States of approximately 7% from the year-ago period. The decrease in net device units shipped internationally is primarily due to a decline in traditional handheld unit sales coupled with a decrease in smartphone unit sales as a result of reduced demand for maturing smartphone products and a reduction in consumer spending due to recessionary economic conditions. The increase in net device units shipped in the United States is primarily due to the success of our Centro smartphone products partially offset by a reduction in consumer spending due to recessionary economic conditions and a decline in traditional handheld unit sales.

Cost of Revenues

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Cost of revenues	$	153,477		$	245,868		$	(92,391	)	$	422,993		$	476,203		$	(53,210	)
Percentage of revenues		80.1	%		70.3	%					75.7	%		67.0	%

Cost of revenues principally consists of material and transformation costs to manufacture our products, operating system, or OS, costs and other royalty expenses, warranty and technical support costs, freight, scrap and rework costs, the cost of excess or obsolete inventory and manufacturing overhead which includes manufacturing personnel related costs, depreciation and allocated information technology and facilities costs. Cost of revenues as a percentage of revenues increased by 9.8 percentage points to 80.1% for the three months ended November 30, 2008 from 70.3% for the three months ended November 30, 2007. Of the increase in cost of revenues as a percentage of revenues, 8.9 percentage points resulted from costs for purchase commitments with third-party manufacturers and for excess and obsolete inventories which are no longer salable above cost or at all due to the current decline in demand. Standard costs increased approximately 1.7 percentage points as a result of a shift in product mix towards smartphone products with lower margins. Manufacturing overheard increased 1.1 percentage points as a percentage of revenues primarily due to the decrease in our revenues. These increased costs as a percentage of revenues were partially offset by a decrease in warranty costs of approximately 1.6 percentage points for the three months ended November 30, 2008 primarily due to the decrease in net costs of repairs of our smartphone products as compared to the same period last year. Additionally, OS royalty costs decreased approximately 0.5 percentage points primarily due to lower costs of the ACCESS license agreement compared to the same period last year.

Cost of revenues as a percentage of revenues increased by 8.7 percentage points to 75.7% for the six months ended November 30, 2008 from 67.0% for the six months ended November 30, 2007. Of the increase in cost of revenues as a percentage of revenues, 3.9 percentage points resulted from the shift in product mix towards smartphone products with lower margins. Approximately 3.2 percentage points resulted from costs for purchase commitments with third-party manufacturers and for excess and obsolete inventories which are no longer salable above cost or at all due to the current decline in demand. The cost of warranty repairs increased 1.3 percentage points for the six months ended November 30, 2008 compared to the year-ago period primarily due to a higher per unit repair cost, coupled with a shift in mix to smartphone products, which carry a higher per unit repair cost, partially offset by the increased quality of our smartphone products as compared to the same period last year. As a percentage of revenues, we experienced an increase in freight charges of 0.4 percentage points and manufacturing overhead of 0.3 percentage points both primarily due to the decrease in our revenues. These increased costs as a percentage of revenues were partially offset by a 0.5 percentage point decrease in technical service costs primarily because of lower call volumes coupled with lower per unit call costs.

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Sales and Marketing

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Sales and marketing	$	45,282		$	61,466		$	(16,184	)	$	102,689		$	121,661		$	(18,972	)
Percentage of revenues		23.6	%		17.6	%					18.4	%		17.1	%

Sales and marketing expenses consist principally of advertising and marketing programs, salaries and benefits for sales and marketing personnel, sales commissions, travel expenses and allocated information technology and facilities costs. Sales and marketing expenses for the three months ended November 30, 2008 decreased approximately 26% from the three months ended November 30, 2007. The increase in sales and marketing expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in sales and marketing expenses in absolute dollars is primarily due to the following factors. Employee-related and travel expenses decreased approximately $4.5 million resulting from a decrease in our average headcount of approximately 70 employees during the three months ended November 30, 2008 as compared to the year ago period. Advertising and product promotional programs decreased by approximately $3.8 million due to a decrease in product launches during the current period as compared to the same period a year ago. Additionally, we experienced a decrease in our marketing development expenses with our carrier customers of approximately $3.7 million as a result of lower smartphone revenue compared to the same period last year. As a result of the closure of our retail stores during the third quarter of fiscal year 2008, we realized decreased operating costs of approximately $1.3 million during the three months ended November 30, 2008 as compared to the year ago period. In addition, allocated costs also decreased by approximately $1.1 million as a result of fewer software system implementations and associated depreciation. We experienced a decrease of $2.0 million in stock-based compensation as a result of charges taken in the year-ago period for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007.

Sales and marketing expenses for the six months ended November 30, 2008 decreased approximately 16% from the six months ended November 30, 2007. The increase in sales and marketing expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in sales and marketing expenses in absolute dollars is primarily due to the following factors. Employee-related and travel expenses decreased approximately $8.7 million resulting from a decrease in our average headcount of approximately 80 employees during the six months ended November 30, 2008 as compared to the year ago period. As a result of the closure of our retail stores during the third quarter of fiscal year 2008, we realized decreased operating costs of approximately $4.1 million during the six months ended November 30, 2008 as compared to the year ago period. Additionally, we experienced a decrease in our marketing development expenses with our carrier customers of approximately $2.4 million as a result of lower smartphone revenue compared to the same period last year. Allocated costs decreased by approximately $2.0 million as a result of fewer software system implementations and associated depreciation. We experienced a decrease of $1.9 million in stock-based compensation as a result of charges taken in the year-ago period for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007.

Research and Development

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Research and development	$	47,722		$	53,570		$	(5,848	)	$	96,531		$	106,186		$	(9,655	)
Percentage of revenues		24.9	%		15.3	%					17.3	%		14.9	%

Research and development expenses consist principally of employee-related costs, third-party development costs, program materials, depreciation and allocated information technology and facilities costs. Research and development expenses for the three months ended November 30, 2008 decreased approximately 11% from the three months ended November 30, 2007. The increase in research and development expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in research and development expenses in absolute dollars is primarily due to the following factors. Outsourced engineering, consulting and project material costs decreased approximately $6.9 million over the same period last year due to a more streamlined engineering process during the three months ended November 30, 2008 primarily driven by our effort to focus, beginning in the second quarter of fiscal year 2008, on developing a single Palm-based software platform. This decrease was partially offset by an increase in employee-related expenses of approximately $2.0 million primarily due to an increase in average headcount for the three months ended November 30, 2008 as compared to the same period last year, coupled with higher average salary costs as well as an increase in variable compensation. We experienced a decrease of $1.1 million in stock-based compensation as a result of charges taken in the year-ago quarter for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007.

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Research and development expenses for the six months ended November 30, 2008 decreased approximately 9% from the six months ended November 30, 2007. The increase in research and development expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in research and development expenses in absolute dollars is primarily due to the following factors. Outsourced engineering, consulting and project material costs decreased approximately $15.4 million over the same period last year due to a more streamlined engineering process during the six months ended November 30, 2008 primarily driven by our effort to focus, beginning in the second quarter of fiscal year 2008, on developing a single Palm-based software platform. This decrease was partially offset by an increase in employee-related expenses of approximately $5.4 million primarily due to the recruiting and relocation of engineering personnel and their related employment costs coupled with higher average salary costs and an increase in variable compensation. We also experienced an increase of $0.3 million for stock-based compensation primarily as a result of a higher average balance of outstanding stock-based awards as compared to the same period last year coupled with higher weighted-average fair value assumptions for the current period compared to the six months ended November 30, 2007, which were partially offset by a decrease as a result of charges taken in the year-ago period for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007.

General and Administrative

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
General and administrative	$	13,474		$	20,237		$	(6,763	)	$	27,539		$	34,233		$	(6,694	)
Percentage of revenues		7.0	%		5.8	%					4.9	%		4.8	%

General and administrative expenses consist principally of employee-related costs, travel expenses and allocated information technology and facilities costs for finance, legal, human resources and executive functions, outside legal and accounting fees, provision for doubtful accounts and business insurance costs. General and administrative expenses for the three months ended November 30, 2008 decreased approximately 33% from the three months ended November 30, 2007. The increase in general and administrative expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in general and administrative expenses in absolute dollars is primarily due to the following factors. Legal and professional costs decreased by approximately $2.0 million for the current period as compared to the year-ago period as a result of a decrease in costs related to our patent acquisition during the first quarter of fiscal year 2008. Employee-related expenses decreased approximately $0.4 million primarily due to a decrease in our average headcount of approximately 20 employees for the three months ended November 30, 2008 as compared to the same period last year. Allocated costs decreased by approximately $0.3 million as a result of fewer software system implementations and associated depreciation. These decreases were partially offset by an increase in our provision for doubtful accounts of approximately $1.2 million. We experienced a decrease of $5.1 million in stock-based compensation as a result of charges taken in the year-ago quarter for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007.

General and administrative expenses for the six months ended November 30, 2008 decreased approximately 20% from the six months ended November 30, 2007. The increase in general and administrative expenses as a percentage of revenues is due to the decrease in our revenues. The decrease in general and administrative expenses in absolute dollars is primarily due to the following factors. Legal and professional costs decreased by approximately $1.9 million for the current period as compared to the year-ago period as a result of a decrease in costs related to our patent acquisition during the first quarter of fiscal year 2008. Allocated costs decreased by approximately $0.4 million as a result of fewer software system implementations and associated depreciation. Travel related expenses decreased by approximately $0.3 million primarily as a result of increased efforts to manage costs. These decreases were partially offset by an increase in our provision for doubtful accounts of approximately $0.8 million. We experienced a decrease of $4.7 million in stock-based compensation as a result of charges taken in the year-ago period for the modifications made to certain stock option plans in connection with the recapitalization transaction with Elevation Partners during October 2007 partially offset by a higher average balance of outstanding stock awards during the current period.

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Amortization of Intangible Assets

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Amortization of intangible assets	$	883		$	962		$	(79	)	$	1,766		$	1,923		$	(157	)
Percentage of revenues		0.5	%		0.3	%					0.3	%		0.3	%

The decrease in amortization of intangible assets in absolute dollars is due to our acquisition-related contracts and customer relationships intangible assets becoming fully amortized during the fourth quarter of fiscal year 2008. The increase in amortization of intangible assets as a percentage of revenues for the three months ended November 30, 2008 as compared to the year-ago period is due to the decrease in our revenues.

Patent Acquisition Cost (Refund)

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Patent acquisition cost (refund)	$	—		$	—		$	—	$	(1,537	)	$	5,000		$	(6,537	)
Percentage of revenues		—	%		—	%				(0.3	)%		0.7	%

During the first quarter of fiscal year 2008, we paid $5.0 million to acquire patents and patent applications. These patents and patent applications were acquired for strategic purposes in order to more effectively respond to intellectual property claims that may arise in the course of our business and, as of that date, were not acquired directly for the purpose of incorporating specific features into future products or for specific features in current products for which we currently pay or expect to pay royalties. Accordingly, the acquisition cost was expensed during the period of acquisition. During the first quarter of fiscal year 2009, we received a refund of approximately $1.5 million as a result of a re-negotiation of the purchase price. This amount was recognized as a benefit to our operating results at the time of receipt.

Restructuring Charges

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Restructuring charges	$	8,296		$	10,145		$	(1,849	)	$	7,823		$	16,749		$	(8,926	)
Percentage of revenues		4.3	%		2.9	%					1.4	%		2.4	%

Restructuring charges relate to the implementation of a series of reorganization actions taken to streamline our business structure. Restructuring charges recorded during the six months ended November 30, 2008 of approximately $7.8 million consist of $7.7 million related to restructuring actions taken during the second quarter of fiscal year 2009 and $0.2 million related to restructuring actions taken during the third quarter of fiscal year 2008, partially offset by adjustments of approximately $0.1 million related to restructuring actions taken during the second quarter of fiscal year 2008.

• The restructuring actions initiated in the second quarter of fiscal year 2009 included charges of approximately $6.2 million related to workforce reductions across all geographic regions, including approximately $0.5 million related to stock-based compensation as a result of the acceleration of certain awards and approximately $5.7 million for other severance, benefits and related costs due to the reduction of approximately 160 regular employees, and approximately $1.5 million related to project cancellation costs. We took these restructuring actions to better align our cost structure with current revenue expectations.

Our second quarter of fiscal year 2009 restructuring actions are expected to be substantially completed by the second quarter of fiscal year 2010. When complete, these actions are expected to result in annual expense reductions of at least $20.0 million related to compensation reductions and facility leases, all of which are expected to have a positive impact on cash flows in future years. As of November 30, 2008, cash payments totaling approximately $0.8 million related to workforce reductions had been made related to these actions.

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Additional restructuring charges related to these actions will be recorded during the third and fourth quarters of fiscal year 2009. These charges are estimated at $7.0 million to $9.0 million and are comprised of additional costs related to workforce reductions, including stock-based compensation as a result of the acceleration of certain awards and other severance, benefits and related costs for employees whose continuing service is in excess of 60 days and lease commitments for property and equipment disposed of or removed from service during the third and/or fourth quarters of fiscal year 2009.

• The third quarter of fiscal year 2008 restructuring actions included charges of approximately $7.7 million related to workforce reductions across all geographic regions, primarily related to severance, benefits and related costs due to the reduction of approximately 130 regular employees and approximately $7.0 million related to facilities and property and equipment that was disposed of or removed from service, including the closure of our retail stores. The facilities and property and equipment charge includes approximately $4.5 million related to property and equipment disposed of or removed from service and approximately $2.5 million for lease commitments for facilities no longer in service. During the first quarter of fiscal year 2009, additional restructuring charges of approximately $0.3 million related to workforce reductions, including severance benefits and related costs, were recorded, partially offset by adjustments of approximately $0.1 million related to facilities and property and equipment as a result of more current information regarding lease closure costs. We took these restructuring actions to better align our cost structure with then current revenue expectations.

Our third quarter of fiscal year 2008 restructuring actions are expected to be substantially completed by the third quarter of fiscal year 2009. When complete, these actions are expected to result in annual expense reductions of at least $15.2 million related to compensation reductions, all of which are expected to have a positive impact on cash flows in future years. As of November 30, 2008, cash payments totaling approximately $7.9 million related to workforce reductions and cash payments and write-offs totaling approximately $3.1 million and approximately $3.7 million, respectively, related to facilities and property and equipment had been made related to these actions.

• The second quarter of fiscal year 2008 restructuring actions consisted of charges of approximately $5.9 million related to project cancellation costs for the Foleo mobile companion product and discontinued development projects, of which a $6.1 million charge was recorded during the second quarter of fiscal year 2008 partially offset by adjustments of $0.2 million recorded during the last six months of fiscal year 2008. Additional adjustments of approximately $0.1 million were recorded during the first half of fiscal year 2009 as a result of a higher-than-expected recovery on the disposition of unused components originally intended for the Foleo product. Restructuring charges were a result of our decision to focus our efforts on developing a single Palm software platform and to offer a consistent user experience centered on the new platform.

Our second quarter of fiscal year 2008 restructuring actions are substantially complete. As of November 30, 2008, cash payments of approximately $4.6 million and write-offs of approximately $0.3 million have been made related to these actions.

• The first quarter of fiscal year 2008 restructuring actions consisted of charges related to workforce reductions of approximately $9.4 million, of which $3.4 million and $9.8 million were recorded during the three and six months ended November 30, 2007, respectively, partially offset by adjustments of $0.4 million recorded during the last six months of fiscal year 2008. In addition, the actions consisted of charges related to excess facilities and property and equipment disposed of or removed from service of approximately $0.7 million, of which charges of $0.6 million and $0.8 million were recorded during the three and six months ended November 30, 2007, respectively, partially offset by adjustments of $0.1 million recorded during the last six months of fiscal year 2008. The workforce reduction charges, which affected approximately 120 regular employees primarily in the United States, included approximately $1.1 million related to stock-based compensation as a result of the acceleration of certain awards and approximately $8.3 million for other severance, benefits and related costs. The excess facilities and equipment costs were recognized for lease commitments, payable over approximately two years, offset by estimated sublease proceeds of approximately $0.6 million. We took these restructuring actions to better align our cost structure with then current revenue expectations.

Our first quarter of fiscal year 2008 restructuring actions are complete except for remaining contractual payments for excess facilities. These actions are expected to result in annual expense reductions of at least $15.0 million related to compensation reductions, all of which are expected to have a positive impact on cash flows in future years. As of November 30, 2008, cash payments and write-offs totaling approximately $8.3 million and $1.1 million, respectively, related to workforce reductions and approximately $0.2 million and approximately $0.2 million, respectively, related to facilities and property and equipment had been made related to these actions.

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Gain on Sale of Land

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Gain on sale of land	$	—		$	—		$	—	$	—		$	(4,446	)	$	4,446
Percentage of revenues		—	%		—	%				—	%		(0.6	)%

In August 2005, we entered into an agreement with a real estate broker to market for sale the 39 acres of land owned by Palm in San Jose, California. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we reclassified the land as held for sale at that time. The sale closed during the first quarter of fiscal year 2008 and we received proceeds from the sale of land of approximately $64.5 million and recognized a gain on the sale, net of closing costs, of approximately $4.4 million.

Impairment of Non-Current Auction-Rate Securities

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Impairment of non-current auction rate securities	$	(14,253	)	$	—		$	14,253	$	(29,218	)	$	—		$	29,218
Percentage of revenues		7.4	%		—	%				5.2	%		—	%

Impairment of non-current auction rate securities for the three and six months ended November 30, 2008 reflects impairment charges of approximately $14.3 million and approximately $29.2 million, respectively, recognized on our non-current ARS. These non-current ARS are interest bearing and represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. As of November 30, 2008, we used a discounted cash flow model to estimate the fair value of our investments in ARS which incorporated the total expected future cash flows of each security and an estimated market-required rate of return. Expected future cash flows were calculated using estimates for interest rates, timing and amount of cash flows and expected holding periods of the ARS. For the three and six months ended November 30, 2008, using this assessment of fair value, we determined there was a further decline in the fair value of our ARS investments of approximately $9.2 million and approximately $16.7 million, respectively, all of which was recognized as a pre-tax other-than-temporary impairment charge. In addition, during the three and six months ended November 30, 2008, due to the continued declines in fair value of our investments in ARS, we concluded that the impairment of each of these ARS investments was other-than-temporary and the associated unrealized losses of approximately $5.1 million and approximately $12.5 million were recognized during the three and six months ended November 30, 2008 as additional pre-tax impairments of non-current ARS, with a corresponding decrease in accumulated other comprehensive loss.

The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes to credit ratings of the securities as well as to the underlying assets supporting these securities, rates of default of the underlying assets, underlying collateral value, discount rates, liquidity and ongoing strength and quality of credit markets.

If the current market conditions deteriorate further we may be required to record additional impairment charges in future quarters. We continue to monitor the market for ARS transactions and consider their impact, if any, on the fair value of our ARS investments.

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Interest (Expense)

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Interest (expense)	$	(7,686	)	$	(4,037	)	$	3,649	$	(14,580	)	$	(4,190	)	$	10,390
Percentage of revenues		(4.0	)%		(1.2	)%				(2.6	)%		(0.6	)%

Interest (expense) during the three and six months ended November 30, 2008 increased as a result of the higher outstanding debt balance as compared to the year-ago period. Following the closing of the recapitalization transaction with Elevation Partners during October 2007, we increased our outstanding debt balance by $400.0 million.

Interest Income

	Three Months Ended November 30,						Increase/ (Decrease)			Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007						2008			2007
	(dollars in thousands)
Interest income	$	2,056		$	7,765		$	(5,709	)	$	4,072		$	15,683		$	(11,611	)
Percentage of revenues		1.1	%		2.2	%					0.7	%		2.2	%

For the three and six months ended November 30, 2008, the overall decrease in interest income, both in absolute dollars and as a percentage of revenues, is due to lower average cash, cash equivalents and short-term investment balances and less favorable interest rates as compared to the same period last year.

Other Income (Expense), Net

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Other income (expense), net	$	(358	)	$	(144	)	$	214	$	(813	)	$	(445	)	$	368
Percentage of revenues		(0.2	)%		—	%				(0.1	)%		(0.1	)%

Other income (expense), net for the three and six months ended November 30, 2008 consisted of bank and other miscellaneous charges. Other income (expense), net for the three and six months ended November 30, 2007 consisted of bank and other miscellaneous charges partially offset by net gains of approximately $0.2 million and $0.4 million recognized on sales of short-term investments, respectively.

Income Tax Provision (Benefit)

	Three Months Ended November 30,						Increase/ (Decrease)		Six Months Ended November 30,						Increase/ (Decrease)
	2008			2007					2008			2007
	(dollars in thousands)
Income tax provision (benefit)	$	408,413		$	(30,183	)	$	438,596	$	405,779		$	(26,380	)	$	432,159
Percentage of revenues		213.1	%		(8.6	)%				72.7	%		(3.7	)%

As of November 30, 2008, we determined that a valuation allowance should be established against our deferred tax assets of approximately $407.4 million as a result of our quarterly assessment for the three months then ended. This assessment considered both positive and negative evidence regarding the realization of the deferred tax assets. During the quarter ended November 30, 2008, our operating results reflected a cumulative three-year loss after adjusting for the effect of recent uncertainties in the credit markets on the valuation of our investments in non-current auction rate securities and a one-time gain on the sale of land. The cumulative three-year loss is considered significant negative evidence which is objective and verifiable. Additional negative evidence we considered included the uncertainty regarding the magnitude and length of the current economic recession and the highly competitive nature of

36

the smartphone and mobile phones market. Positive evidence that we considered in our assessment included lengthy operating loss carryforward periods, a lack of unused expired operating loss carryforwards in our history and estimates of future taxable income. However, there is uncertainty as to our ability to meet our estimates of future taxable income in order to recover our deferred tax assets in the United States. After considering both the positive and negative evidence for the three months ended November 30, 2008, we determined that it was no longer more-likely-than-not that we would realize the full value of our United States deferred tax assets. As a result, we established a valuation allowance against our deferred tax assets in the United States to reduce them to their estimated net realizable value with a corresponding non-cash charge of approximately $407.4 million to the provision for income taxes, net of tax benefits generated during the second quarter of fiscal year 2009.

For the three and six months ended November 30, 2007, Palm’s income tax benefit was $30.2 million and $26.4 million, respectively, which consisted of federal, state and foreign income taxes. The effective tax rates for the three and six months ended November 30, 2007 were 77% and 73%, respectively, and resulted from the computation of income tax benefit for the United States with pre-tax loss at the applicable tax rate. The income tax benefit for the three months ended November 30, 2007 reflected the recognition of previously unrecognized tax benefits of approximately $16.9 million, which is primarily the result of evaluation of new facts, circumstances and information as of November 30, 2007, partially offset by the increase in our valuation allowance of approximately $1.0 million.

Liquidity and Capital Resources

Cash and cash equivalents as of November 30, 2008 were $143.6 million, compared to $176.9 million as of May 31, 2008, a decrease of $33.3 million. We experienced an approximately $24.0 million net decrease in cash and cash equivalents from operations resulting from our net loss of $545.6 million, which was partially offset by non-cash charges of $472.4 million and changes in assets and liabilities of $49.2 million. Our cash and cash equivalents decreased due to debt repayments of $6.9 million, purchases of property and equipment of $5.3 million, purchases of short-term investments of $0.1 million and a payment of $0.1 million to holders of restricted stock awards that vested during the period related to the $9.00 per share one-time cash distribution in connection with the recapitalization transaction with Elevation Partners during October 2007. Fluctuations in exchange rates during the first half of fiscal year 2009 for our foreign currency denominated assets and liabilities resulted in a decrease in cash flows of approximately $3.3 million for the period. These decreases were partially offset by net sales of short-term investments of $0.5 million, proceeds received from the sale of restricted investments totaling $0.7 million and $5.2 million from stock-related activity as a result of the exercise of stock options and other equity awards.

We hold a variety of interest bearing ARS that represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Beginning in fiscal year 2008, uncertainties in the credit markets affected all of our holdings in ARS investments and auctions for our investments in these securities failed to settle on their respective settlement dates. Auctions for our investments in these securities have continued to fail during the six months ended November 30, 2008. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2017 to 2052. All of the ARS investments were investment grade quality and were in compliance with our investment policy at the time of acquisition. During the first quarter of fiscal year 2009, one of our ARS investments was converted into a debt instrument and no longer is subject to auctions but has retained comparable contractual interest rates and payment dates. This change had no effect on the underlying collateral structure of our investment in the original security and we continue to classify this instrument in our non-current auction rate securities balance. We currently classify all of these investments as non-current auction rate securities in our condensed consolidated balance sheet because of our continuing inability to determine when these investments will settle. We have also modified our current investment strategy and increased our investments in more liquid money market investments and United States Treasury securities.

Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. While we continue to earn interest on these investments at the maximum contractual rate, they are not currently trading and therefore do not currently have a readily determinable market value. As of November 30, 2008, the par value of our investment in ARS was approximately $74.7 million. The estimated fair value no longer approximates par value.

As of November 30, 2008, we used a discounted cash flow model to estimate the fair value of our investments in ARS which incorporated the total expected future cash flows of each security and an estimated market-required rate of return. Expected future cash flows were calculated using estimates for interest rates, timing and amount of cash flows and expected holding periods of the ARS. For the three and six months ended November 30, 2008, using this assessment of fair value, we determined there was a further decline in the fair value of our ARS investments of approximately $9.2 million and approximately $16.7 million, respectively, all of which was recognized as a pre-tax other-than-temporary impairment charge. In addition, during the three and six months ended November 30, 2008, due to the continued declines in fair value of our investments in ARS, we concluded that the impairment of each of these ARS investments was other-than-temporary and the associated unrealized losses of approximately $5.1 million and approximately $12.5 million were recognized during the three and six months ended November 30, 2008, respectively, as additional pre-tax impairments of non-current ARS, with a corresponding decrease in accumulated other comprehensive loss.

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We review our impairments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and related guidance issued by the FASB and SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary”. A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive loss component of stockholders’ equity (deficit). Such an unrealized loss does not affect net loss for the applicable accounting period. An other-than-temporary impairment charge is recorded as a realized loss in the condensed consolidated statement of operations and is a component of the net loss for the applicable accounting period. The primary differentiating factors we considered to classify our impairments between temporary and other-than-temporary impairments are the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes to credit ratings of the securities as well as to the underlying assets supporting these securities, rates of default of the underlying assets, underlying collateral value, discount rates, liquidity and ongoing strength and quality of credit markets.

If the current market conditions deteriorate further, or the anticipated recovery in market values does not occur, we may be required to record additional impairment charges in future quarters. We continue to monitor the market for ARS transactions and consider their impact, if any, on the fair value of our ARS investments.

Our short-term investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relation to our investment guidelines and market conditions. We have decided to modify our current investment strategy by limiting our investments in ARS to our current holdings and increasing our investments in more liquid investments.

We have experienced significant losses beginning in fiscal year 2008 through the six months ended November 30, 2008, which are attributable to operations, restructurings and other charges such as the impairment of our investment in non-current ARS. We have managed our liquidity during this time through a series of cost reduction initiatives and a modification to our investment strategy to favor more liquid money market investments and United States Treasury securities. The turmoil in the overall credit markets and the fact that the United States has entered into a recession have created a substantially more difficult business environment. Because our products compete for a share of consumer disposable income and business spending, our operating performance and our liquidity position were negatively affected by the current recessionary economic conditions and by other financial business factors, many of which are beyond our control. The economic conditions have generally worsened during the six months ended November 30, 2008. We do not believe it is likely that these adverse economic conditions, and their effect on consumer and business purchasing patterns, will improve significantly in the near term. Our ability to maintain required liquidity levels will depend significantly on factors such as:

• the commercial success of our Treo and Centro smartphones and of future products based on our new OS;

• the successful completion of our new OS and its subsequent acceptance by the developer community and by our customers; and

• our ability to manage operating expenses and capital spending.

We anticipate our balances of cash, cash equivalents and short-term investments of $224.0 million as of November 30, 2008 will satisfy our anticipated operational cash flow requirements and debt service or repayment requirements for at least the next 12 months. In addition, in December 2008, we entered into a definitive agreement with Elevation Partners to invest an additional $100.0 million in Palm, which will increase our available cash resources. Based on our current forecast, we do not anticipate any short-term or long-term cash deficiencies. If we fail to meet our operating forecast or market conditions negatively affect our cash flows, we may be required to seek additional funding. If we seek additional funding, adequate funds may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our business, results of operations and financial condition.

Net accounts receivable was $98.2 million as of November 30, 2008, a decrease of $18.2 million, or 16%, from $116.4 million as of May 31, 2008. Days sales outstanding, or DSO, of receivables was 46 days and 35 days as of November 30, 2008 and May 31, 2008, respectively. The DSO increased 11 days primarily as a result of a change in the linearity in our revenues and customer payment patterns. We ended the second quarter of fiscal year 2008 with a cash conversion cycle of -16 days, a decrease of 10 days from -6 days as of May 31, 2008. The cash conversion cycle is the duration between the purchase of inventories and services and the collection of the cash for the sale of our products and is an annual metric on which we have focused as we continue to try to efficiently manage our assets.

In September 2006, our Board of Directors authorized a stock buyback program to repurchase up to $250.0 million of our common stock. The program allows repurchases of our shares at our discretion, depending on market conditions, share price and other factors.

The stock repurchase program is designed to return value to our stockholders and minimize dilution from stock issuance. The program will be funded using our existing cash balance and future cash flows. The share repurchases will occur through open market purchases, privately negotiated transactions and/or transactions structured through investment banking institutions as permitted by securities laws and other legal requirements.

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During the three and six months ended November 30, 2008 and the fiscal year ended May 31, 2008, we did not repurchase any shares of common stock through open market purchases. We currently do not have any plans to repurchase shares under this stock repurchase program during fiscal year 2009.

In October 2007, we entered into a credit agreement with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., or the Credit Agreement, which governs a senior secured term loan in the aggregate principal amount of $400.0 million, or the Term Loan, and a credit facility in the aggregate principal amount of $30.0 million, or the Revolver. Borrowings under the Credit Agreement bear interest at our election at one-, two-, three-, or six- month LIBOR plus 3.50%, or the Alternate Base Rate (higher of Prime Rate or Federal Funds Rate plus 0.50%) plus 2.50%. As of November 30, 2008, the interest rate for the Term Loan was based on three-month LIBOR plus 3.50%, or 7.27%. The interest rate may vary based on the market rates described above. In addition, we are required to pay a commitment fee of 0.50% per annum on the average daily unutilized portion of the Revolver. The Credit Agreement is secured by all of the capital stock of certain Palm subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the capital stock of such subsidiaries) and substantially all of our present and future assets. Additionally, the Credit Agreement contains certain restrictions on the ability of Palm and its subsidiaries to engage in certain transactions as well as requirements to make certain prepayments of the Term Loan. See Note 13 of the condensed consolidated financial statements for a full description of the restrictions and requirements under the Credit Agreement. As of November 30, 2008, $396.0 million and $0 were outstanding under the Term Loan and Revolver, respectively.

Certain Palm facilities are leased under operating leases. Leases expire at various dates through May 2012.

In December 2006, we entered into a minimum purchase commitment obligation with Microsoft Licensing, GP over a two-year contract period. Under the terms of the agreement, we agreed to pay a minimum of $35.0 million through November 2008. In September 2007, the agreement was amended to include an additional minimum purchase commitment of $6.7 million. In August 2008, the agreement was again amended to include an additional minimum purchase commitment of $0.2 million. As of November 30, 2008, we had made payments totaling approximately $37.1 million. The remaining amount due under the agreement was approximately $4.8 million as of November 30, 2008, which is included in other accrued liabilities in our condensed consolidated balance sheet.

In May 2005, we acquired PalmSource’s 55% share of the Palm Trademark Holding Company, or PTHC, and rights to the brand name Palm. The rights to the brand had been co-owned by the two companies through PTHC since the October 2003 spin-off of PalmSource from Palm. We agreed to pay $30.0 million in five installments due in May 2005, 2006, 2007 and 2008 and November 2008, and granted PalmSource certain rights to Palm trademarks for PalmSource and its licensees for a four-year transition period. The net present value of these payments, $27.2 million, was recorded as an intangible asset and is being amortized over 20 years. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $44,000 and $97,000, respectively, and approximately $108,000 and $217,000 for the three and six months ended November 30, 2007, respectively. The remaining amount due to PalmSource under this agreement was approximately $3.8 million as of November 30, 2008.

During fiscal year 2008, we entered into an agreement with Cisco Systems, Inc. to purchase system hardware to support our general infrastructure and one year of maintenance for a total of $3.7 million (net present value of $3.5 million). Under the terms of the agreement, we agreed to make quarterly payments from September 2008 through December 2009. As of November 30, 2008, we had made payments totaling approximately $0.6 million under the agreement. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $39,000 and $83,000, respectively. The remaining amount due under the agreement was $3.1 million as of November 30, 2008.

During fiscal year 2007, we entered into a license agreement with Oracle Corporation to purchase software and one year of maintenance for a total of $3.3 million (net present value of $2.9 million). Under the terms of the agreement, we agreed to make quarterly payments over a three-year period ending July 2009. As of November 30, 2008, we had made payments totaling $2.5 million under the agreement. The amortization of the discount reported in interest expense for the three and six months ended November 30, 2008 was approximately $18,000 and $42,000, respectively, and approximately $39,000 and $83,000 for the three and six months ended November 30, 2007, respectively. The remaining amount due under the agreement was $0.8 million as of November 30, 2008.

During February and October 2007, we acquired the assets of several businesses. Under the purchase agreements, we agreed to pay employee incentive compensation based upon continued employment with Palm that will be recognized as compensation expense over the service period of the applicable employees. As of November 30, 2008, we had made payments totaling approximately $3.1 million under the purchase agreements. The remaining liability under these agreements was $0.6 million as of November 30, 2008.

In October 2007, we declared a $9.00 per share one-time cash distribution on all shares outstanding as of October 24, 2007, resulting in a total amount due to our stockholders of $949.7 million. At that time, approximately $948.6 million of this distribution was paid in cash to eligible stockholders and the remaining $1.1 million was recorded as a distribution liability for holders of unvested restricted stock awards that were not eligible to receive a cash payment until their shares had vested. The distribution liability is being paid in cash as the related shares of restricted stock vest, ending in the fourth quarter of fiscal year 2010. As of November 30, 2008, the

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remaining amount due to holders of unvested restricted stock, adjusted for cancellations, was approximately $0.6 million, of which approximately $0.4 million was classified in other accrued liabilities in the condensed consolidated balance sheet and approximately $0.2 million was classified within other non-current liabilities.

As of November 30, 2008, we had $6.6 million of non-current tax liabilities in our condensed consolidated balance sheet for unrecognized tax positions. The periods in which we will reach cash settlement with the respective tax authorities cannot be reasonably estimated.

We accrue for royalty obligations to certain technology and patent holders based on (1) unit shipments of our smartphones and handheld computers, (2) a percentage of applicable revenue for the net sales of products using certain software technologies or (3) a fully paid-up license fee, all as determined in accordance with the applicable license agreements. Where agreements are not finalized, accrued royalty obligations represent management’s current best estimates using appropriate assumptions and projections based on negotiations with third party licensors. As of November 30, 2008, we have estimated royalty obligations of $39.1 million which are reported in other accrued liabilities. While the amounts ultimately agreed upon may be more or less than the current accrual, management does not believe that finalization of the agreements would have had a material impact on the amounts reported for our financial position as of November 30, 2008 or on the results reported for the three months then ended; however, the effect of finalization of these agreements in the future may be significant to the period in which recorded.

We utilize contract manufacturers to build our products. These contract manufacturers acquire components and build products based on demand forecast information supplied by us, which typically covers a rolling 12-month period. Consistent with industry practice, we acquire inventories from such manufacturers through blanket purchase orders against which orders are applied based on projected demand information. Such purchase commitments typically cover our forecasted product requirements for periods ranging from 30 to 90 days. In certain instances, these agreements allow us the option to cancel, reschedule and/or adjust our requirements based on our business needs. In some instances we also make commitments with component suppliers in order to secure availability of key components that may be in short supply. Consequently, only a portion of our purchase commitments arising from these agreements may be non-cancelable and unconditional commitments. As of November 30, 2008, our cancellable and non-cancellable commitments to third-party manufacturers and suppliers for their inventory on-hand and component commitments related to the manufacture of our products were approximately $102.7 million.

We recorded a provision for purchase commitments with third-party manufacturers, netting to approximately $13.1 million during the second quarter of fiscal year 2009. This charge was due to a decrease in forecasted product sales and was calculated in accordance with our policy, which is based on purchase commitments determined to be in excess of anticipated demand.

As of November 30, 2008, we had approximately $7.9 million in restricted investments, which are collateral for outstanding letters of credit.

In November 2008, we renewed our universal shelf registration statement to give us flexibility to sell debt securities, common stock, preferred stock, depository shares, warrants and units in one or more offerings and in any combination thereof. The net proceeds from the sale of securities offered are intended for working capital and general corporate purposes including, but not limited to, funding our operations, purchasing capital equipment, funding potential acquisitions, repaying debt and repurchasing shares of our common stock. We may also invest the proceeds in certificates of deposit, U.S. government securities or certain other interest-bearing securities.

We use foreign exchange forward contracts to mitigate transaction gains and losses generated by certain foreign currency denominated monetary assets and liabilities, the result of which partially offsets our market exposure to fluctuations in foreign currencies. Changes in the fair value of these foreign exchange forward contracts are largely offset by re-measurement of the underlying assets and liabilities. According to our policy, these foreign exchange forward contracts have maturities of 35 days or less. As of November 30, 2008, our outstanding notional contract value, which approximates fair value, was approximately $7.9 million which settled within 21 days. We do not enter into derivatives for speculative or trading purposes.

In October 2007, we sold an aggregate of 325,000 shares of our series B redeemable convertible preferred stock, or Series B Preferred Stock, for an aggregate purchase price of $325.0 million to Elevation Partners, L.P. For so long as Elevation Partners holds any outstanding shares of Series B Preferred Stock, we are generally not permitted, without obtaining the consent of holders representing at least a majority of the then outstanding shares of Series B Preferred Stock, to create or issue any equity securities that rank senior to or on a parity with the Series B Preferred Stock with respect to dividend rights or rights upon our liquidation. The Series B Preferred Stock reflects a discount of approximately $9.8 million related to issuance costs, resulting in net cash proceeds of $315.2 million. Of these net cash proceeds, $250.2 million was allocated to Series B Preferred Stock, with the remaining $65.0 million allocated to additional paid-in capital as a result of the beneficial conversion feature. The Series B Preferred Stock is classified as mezzanine equity due to redemption provisions which provide for mandatory redemption in seven years of any outstanding Series B Preferred Stock. The Series B Preferred Stock is being accreted to its liquidation value of $325.0 million using the effective yield method, with such accretion being charged against additional paid-in capital over seven years. The accretion of the Series B Preferred Stock will be included in our earnings per share calculation over seven years.

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Effects of Recent Accounting Pronouncements

See Note 2 of the condensed consolidated financial statements for a full description of recent accounting pronouncements, including the respective expected dates of adoption and effects on results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

Investments

We currently maintain an investment portfolio consisting mainly of cash equivalents and short-term investments. These available-for-sale securities are subject to interest rate risk and will fall in value if market interest rates increase. The objectives of our investment activities are to maintain the safety of principal, assure sufficient liquidity and achieve appropriate returns. This is accomplished by investing in marketable investment grade securities and by limiting exposure to any one issuance or issuer, with the exception of United States government securities. We do not include derivative financial investments in our investment portfolio. Our cash and cash equivalents of approximately $143.6 million and approximately $176.9 million as of November 30, 2008 and May 31, 2008, respectively, are invested primarily in money market funds and an immediate and uniform increase in market interest rates of 100 basis points from levels at November 30, 2008 or May 31, 2008 would cause an immaterial decline in the fair value of our cash equivalents. As of November 30, 2008 and May 31, 2008, we had short-term investments of $80.4 million and $81.8 million, respectively. Our short-term investment portfolio primarily consists of highly liquid investments with original maturities at the date of purchase of greater than three months. These available-for-sale investments include government and domestic corporate debt securities and are subject to interest rate risk and will decrease in value if market interest rates increase. An immediate and uniform increase in market interest rates of 100 basis points from levels as of November 30, 2008 would cause a decline of less than 1%, or approximately $0.7 million, in the fair market value of our short-term investment portfolio. A similar increase in market interest rates from levels as of May 31, 2008 would have resulted in a decline of less than 2%, or approximately $1.2 million, in the fair market value of our short-term investment portfolio as of May 31, 2008. We would expect our net loss or cash flows to be similarly affected, in absolute dollars, by such a change in market interest rates.

We hold a variety of interest bearing ARS that represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Beginning in fiscal year 2008, uncertainties in the credit markets affected all of our holdings in ARS investments and auctions for our investments in these securities failed to settle on their respective settlement dates. Auctions for our investments in these securities have continued to fail during the six months ended November 30, 2008. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2017 to 2052. We currently classify all of these investments as non-current auction rate securities in our condensed consolidated balance sheet because of our continuing inability to determine when these investments will settle. We have also modified our current investment strategy and increased our investments in more liquid money market investments and United States Treasury securities. As of November 30, 2008, we determined there was a total decline in the fair value of our ARS investments of approximately $61.4 million, all of which has been recognized as a pre-tax other-than-temporary impairment charge. An immediate and uniform increase in market interest rates of 100 basis points from levels at November 30, 2008 would cause an additional decline of less than 8%, or approximately $1.0 million, in the fair market value of our investments in ARS. As of May 31, 2008, we determined there was a total decline in the fair value of our ARS investments of approximately $44.7 million, of which approximately $12.5 million was deemed temporary and $32.2 million was recognized as a pre-tax other-than-temporary impairment charge. An immediate and uniform increase in market interest rates of 100 basis points from levels at May 31, 2008 would have caused an additional decline of less than 1%, or less than $0.1 million, in the fair market value of our investments in ARS.

Debt Obligation

We have an outstanding variable rate Term Loan totaling $396.0 million as of November 30, 2008 under our current Credit Agreement. We do not currently use derivatives to manage interest rate risk. As of November 30, 2008, our interest rate applicable to borrowings under the Credit Agreement was approximately 7.27%. A hypothetical 100 basis point increase in this rate would have a resulting increase in interest expense of approximately $0.1 million each year for every $10.0 million of outstanding borrowings under the Credit Agreement.

Foreign Currency Exchange Risk

We denominate our sales to certain international customers in the Euro, in Pounds Sterling, in Brazilian Real and in Swiss Francs. Expenses and other transactions are also incurred in a variety of currencies. We hedge certain balance sheet exposures and intercompany balances against future movements in foreign currency exchange rates by using foreign exchange forward contracts. Gains and losses on the contracts are intended to offset foreign exchange gains or losses from the revaluation of assets and liabilities denominated in currencies other than the functional currency of the reporting entity. The net gains and losses from the revaluation of

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foreign denominated assets and liabilities was a gain (loss) of $1.1 million and $1.5 million for the three and six months ended November 30, 2008, respectively, and less than $(0.1) million and $0.3 million for the three and six months ended November 30, 2007, respectively, and is included in operating loss in our condensed consolidated statements of operations. According to our policy, these foreign exchange forward contracts have maturities of 35 days or less. Movements in currency exchange rates could cause variability in our revenues, expenses or interest and other income (expense). Our foreign exchange forward contracts outstanding on November 30, 2008 and May 31, 2008 had a notional contract value, which approximates fair value, in U.S. dollars of approximately $7.9 million and approximately $7.0 million, respectively, which settled within 21 days and 28 days, respectively. We do not utilize derivative financial instruments for trading purposes.

Equity Price Risk

As of November 30, 2008 we do not own any material equity investments. Therefore, we do not currently have any material direct equity price risk.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Palm have been detected. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) identified in connection with management’s evaluation that occurred during the second quarter of fiscal year 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 19 of the condensed consolidated financial statements of this Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

You should carefully consider the risks described below and the other information in this Form 10-Q. The business, results of operations or financial condition of Palm could be seriously harmed and the trading price of Palm common stock may decline due to any of these risks.

Risks Related to Our Business

Our operating results are subject to fluctuations, and if we fail to meet the expectations of securities analysts or investors, our stock price may decrease significantly.

Our operating results are difficult to forecast. Our future operating results may fluctuate significantly and may not meet our expectations or those of securities analysts or investors. If this occurs, the price of our stock will likely decline. Many factors may cause fluctuations in our operating results including, but not limited to, the following:

• timely introduction and market acceptance of new products and services;

• loss or failure of wireless carriers or other key sales channel partners;

• quality issues with our products;

• competition from other smartphones or other devices;

• changes in consumer, business and wireless carrier preferences for our products and services;

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• failure to achieve product cost and operating expense targets;

• changes in and competition for consumer and business spending levels;

• failure by our third-party manufacturers or suppliers to meet our quantity and quality requirements for products or product components on time;

• failure to add or replace third-party manufacturers or suppliers in a timely manner;

• seasonality of demand for some of our products;

• changes in terms, pricing or promotional programs;

• variations in product costs or the mix of products sold;

• excess inventory or insufficient inventory to meet demand;

• growth, decline, volatility and changing market conditions in the markets we serve;

• litigation brought against us; and

• changes in general economic conditions and specific market conditions.

Any of the foregoing factors could have an adverse effect on our business, results of operations and financial condition.

If we fail to develop and introduce new products and services successfully and in a cost-effective and timely manner, we will not be able to compete effectively and our ability to generate revenues will suffer.

We operate in a highly competitive, rapidly evolving environment, and our success depends on our ability to develop and introduce new products and services that our customers and end users choose to buy. If we are unsuccessful at developing and introducing new products and services that are appealing to our customers and end users with acceptable quality, prices and terms, or if the effort of migrating from existing products and services to new products and services is considered to be excessive by end users, we will not be able to compete effectively and our ability to generate revenues will suffer. The development of new products and services is very difficult and requires high levels of innovation. The development process is also lengthy and costly. If we fail to accurately anticipate technological trends or our end users’ needs or preferences or are unable to complete the development of products and services in a cost-effective and timely fashion, we will be unable to introduce new products and services into the market or successfully compete with other providers.

As we introduce new or enhanced products or integrate new technology into new or existing products, we face risks including, among other things, disruption in customers’ ordering patterns, excessive levels of older product inventories, delivering sufficient supplies of new products to meet customers’ demand, possible product and technology defects and a potentially different sales and support environment. Premature announcements or leaks of new products, features or technologies may exacerbate some of these risks. Our failure to manage the transition to newer products or the integration of newer technology into new or existing products could adversely affect our business, results of operations and financial condition.

Current recessionary economic and financial market conditions as well as our continued investment in our corporate transformation have had and will continue to have a negative effect on our liquidity. We may need or find it advisable to seek additional funding which may not be available or which may result in substantial dilution to the value of our common stock. If we seek additional funding, adequate funds may not be available on favorable terms, or at all. Inadequate liquidity could materially and adversely affect our business operations in the future.

We currently believe that our existing cash, cash equivalents and short-term investments will be sufficient to satisfy our anticipated operating cash requirements and debt service or repayment requirements for at least the next 12 months. However, we have net losses for the previous six fiscal quarters, and the losses for the last four fiscal quarters were unanticipated 12 months ago. Also, we have experienced decreases in our cash, cash equivalents and short-term investments during the previous three quarters. Because our products compete for a share of consumer disposable income and business spending, our liquidity position and operating performance were negatively affected by the current recessionary economic conditions and by other financial business factors, many of which are beyond our control. The economic conditions have generally worsened during the six months ended November 30, 2008. We do not believe it is likely that these adverse economic conditions, and their effect on consumer and business purchasing patterns, will improve significantly in the near term.

We require substantial liquidity to continue spending to support product development, to implement cost savings and restructuring plans, to meet scheduled debt and lease payment requirements and to run our regular business operations. If our liquidity continues to diminish, we may reach the point at which we operate at or close to the minimum cash levels necessary to support our current business operations, and we may be forced to further curtail spending, research and development activities and other programs that are important to the future success of our business. In addition, if our liquidity substantially decreases, it may affect our business relationships with our customers and/or our suppliers who may seek additional assurances regarding our ability to meet our obligations and to sustain regular business operations. If this were to happen, our need for cash resources would be intensified.

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While we currently believe that we can fund our operating cash requirements and debt service or repayment requirements from our operating cash flows and our existing cash, cash equivalents and short-term investments, the current recession has had a substantial negative impact on our operations. Our ability to maintain required liquidity levels will depend significantly on factors such as:

• the commercial success of our Treo and Centro smartphones and of future products based on our new OS;

• the successful completion of our new OS and its subsequent acceptance by the developer community and by our customers; and

• our ability to manage operating expenses and capital spending.

If revenues from our smartphones fail to meet expectations or we are unable to complete our new OS in a timely or acceptable manner and we are unable to maintain our required liquidity levels through other means, our business plans, results of operations and financial condition would be adversely impacted.

In these circumstances, we may find it necessary or advisable to seek additional funding. The current economic and financial market conditions may make it difficult to obtain funding in the securities and credit markets as well as under our existing credit facilities. If we seek additional funding, adequate funds may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our business, results of operations and financial condition. In addition, if funds are available, the issuance of equity securities or securities convertible into equity could dilute the value of shares of our existing common stock and other equity securities and cause the market price of our common stock to fall. The issuance of additional debt or incurrence of borrowing could impose restrictive covenants that could impair our ability to engage in certain business transactions.

We have announced a definitive agreement for a $100.0 million investment from Elevation Partners. If the transaction is not completed, our reputation, stock price and business may be adversely affected.

We have announced a Securities Purchase Agreement with Elevation Partners, L.P. for a $100.0 million investment in Palm to be paid in two installments. Our Board of Directors has approved this transaction, but consummation of the transaction is subject to risks including customary closing conditions. If the transaction is not completed, our reputation may be negatively affected and the trading price of our common stock may decline. In addition, our business may be harmed to the extent that customers, suppliers and others believe that we cannot compete effectively in the marketplace without the additional investment, or if there is customer uncertainty surrounding the future direction of our product and service offerings and our business strategy on a standalone basis. We may also find it more difficult to attract and retain employees, and the attention of management may be strained or diverted from operating the business. Moreover, we have incurred, and may continue to incur, substantial investment of time by our Board of Directors, our management team and our employees in preparing for the transaction and any potential transfers of a portion of the investment to investors other than Elevation Partners.

Our products may contain errors or defects, which could result in the rejection or return of our products, damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation.

Our products are complex and must meet stringent user requirements. In addition, we warrant that our products will be free of defect for 90 to 365 days after the date of purchase, depending on the product. In Europe, we are required in some countries to provide a two-year warranty for certain defects. In addition, certain of our contracts with wireless carriers include epidemic failure clauses with low thresholds that we have in some instances exceeded. If invoked, these clauses may entitle the wireless carrier to return or obtain credits for products in inventory or to cancel outstanding purchase orders.

In addition, we must develop our hardware and software application products quickly to keep pace with the rapidly changing mobile-product market, and we have a history of frequently introducing new products. Products as sophisticated as ours are likely to contain undetected errors or defects, especially when first introduced or when new models or versions are released. Our products may not be free from errors or defects after commercial shipments have begun, which could result in the rejection of our products, damage claims, litigation and recalls and jeopardize our relationship with wireless carriers. End users may also reject or find issues with our products and have a right to return them even if the products are free from errors or defects. In either case, returns or quality issues could result in damage to our reputation, lost revenues, diverted development resources, increased customer service and support costs, additional contractual obligations to wireless carriers and warranty claims and litigation which could harm our business, results of operations and financial condition.

If we are unable to compete effectively with existing or new competitors, we could experience price reductions, reduced demand for our products and services, reduced margins and loss of market share, and our business, results of operations and financial condition would be adversely affected.

The markets for our products are highly competitive, and we expect increased competition in the future, particularly as companies from established industry segments, such as mobile handset, personal computer and consumer electronics, enter these markets or increasingly expand and market their competitive product offerings or both.

Some of our competitors or potential competitors possess capabilities developed over years of serving customers in their respective markets that might enable them to compete more effectively than we compete in certain segments. In addition, many of our

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competitors have significantly greater engineering, technical, manufacturing, sales, marketing and financial resources and capabilities than we do. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements, including introducing a greater number and variety of products than we can. They may also be in a better position financially or otherwise to acquire and integrate companies and technologies that enhance their competitive positions and limit our competitiveness. In addition, they may devote greater resources to the development, promotion and sale of their products than we do. They may have lower costs and be better able to withstand lower prices in order to gain market share at our expense. They may also be more diversified than we are and better able to leverage their other businesses, products and services to be able to accept lower returns in the smartphone market and gain market share. Finally, these competitors may bring with them customer loyalties, which may limit our ability to compete despite superior product offerings.

Our devices compete with a variety of mobile devices. Our principal competitors include: mobile handset and smartphone manufacturers such as Apple, Asustek, High Tech Computer (or HTC), LG, Motorola, Nokia, Pantech, Research in Motion (or RIM), Samsung and Sony-Ericsson; and computing device companies such as Acer, Hewlett-Packard and Mio Technology. In addition, our products compete for a share of disposable income and business spending on consumer electronic, telecommunications and computing products such as MP3 players, iPods, media/photo viewers, digital cameras, personal media players, digital storage devices, handheld gaming devices, GPS devices and other such devices.

Some of our competitors, such as Asustek and HTC, produce smartphones as wireless-carrier-branded devices in addition to their own branded devices. As technology advances, we also expect to compete with mobile phones without branded operating systems that synchronize with personal computers, as well as ultra-mobile personal computers and laptop computers with wide area network or data cards with VoIP, and WiFi phones with VoIP.

Some competitors sell or license server, desktop and/or laptop computing products, software and/or recurring services in addition to mobile products and may choose to market their mobile products at a discounted price or give them away for free with their other products or services, which could negatively affect our ability to compete.

A number of our competitors have longer and closer relationships with the senior management of business customers who decide which products and technologies will be deployed in their business. Many competitors have larger and more established sales forces calling on wireless carriers and business customers and therefore could contact a greater number of potential customers with more frequency. Consequently, these competitors could have a better competitive position than we do, which could result in wireless carriers and business customers deciding not to choose our products and services, which would adversely impact our revenues.

Successful new product introductions or enhancements by our competitors could cause intense price competition or make our products obsolete. To remain competitive, we must continue to invest significant resources in research and development, sales and marketing and customer support. We cannot be sure that we will have sufficient resources to make these investments or that we will be able to make the technological advances necessary to be competitive. Increased competition could result in price reductions, reduced demand for our products and services, increased expenses, reduced margins and loss of market share. Failure to compete successfully against current or future competitors could harm our business, results of operations and financial condition.

We are highly dependent on wireless carriers for the success of our smartphone products.

The success of our business strategy and our smartphone products is highly dependent on our ability to establish new relationships and build on our existing relationships with domestic and international wireless carriers. Wireless carriers control which products to certify on their networks, offer to their customers and promote through price subsidies and marketing campaigns. We cannot assure you that we will be successful in establishing new relationships, or maintaining or advancing existing relationships, with wireless carriers or that these wireless carriers will act in a manner that will promote the success of our smartphone products. Additional factors that are largely within the control of wireless carriers, but which are important to the success of our smartphone products, include:

• testing of our smartphone products on wireless carriers’ networks;

• quality and coverage area of wireless voice and data services offered by the wireless carriers;

• the degree to which wireless carriers facilitate the introduction of and actively market, advertise, promote, distribute and resell our smartphone products;

• the extent to which wireless carriers require specific hardware and software features on our smartphone products to be used on their networks;

• timely build-out of advanced wireless carrier networks that enhance the user experience for data-centric services through higher speed and “always on” functionality;

• contractual terms and conditions imposed on us by wireless carriers that, in some circumstances, could limit our ability to make similar products available through competitive wireless carriers in some market segments;

• wireless carriers’ pricing requirements and subsidy programs; and

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• pricing and other terms and conditions of voice and data rate plans that the wireless carriers offer for use with our smartphone products.

For example, flat data rate pricing plans offered by some wireless carriers may represent some risk to our relationship with such wireless carriers. While flat data pricing helps customer adoption of the data services offered by wireless carriers and therefore highlights the advantages of the data applications of our smartphone products, such plans may not allow our smartphones to contribute as much average revenue per user to wireless carriers as when they are priced by usage, and therefore reduces our differentiation from other, non-data devices in the view of the wireless carriers. In addition, if wireless carriers charge higher rates than consumers are willing to pay, the acceptance of our wireless solutions could be less than anticipated and our revenues and results of operations could be adversely affected.

Wireless carriers have substantial bargaining power as we enter into agreements with them. They may require contract terms that are difficult for us to satisfy and could result in higher costs to complete certification requirements and negatively impact our results of operations and financial condition. Moreover, we do not have agreements with some of the wireless carriers with whom we do business internationally and, in some cases, the agreements may be with third-party distributors and may not pass through rights to us or provide us with recourse or contact with the wireless carrier. The absence of agreements means that, with little or no notice, these wireless carriers could refuse to continue to purchase all or some of our products or change the terms under which they purchase our products. If these wireless carriers were to stop purchasing our products, we may be unable to replace the lost sales channel on a timely basis and our results of operations could be harmed.

Wireless carriers also significantly affect our ability to develop and launch products for use on their wireless networks. If we fail to address the needs of wireless carriers, identify new product and service opportunities or modify or improve our smartphone products in response to changes in technology, industry standards or wireless carrier requirements, our products could rapidly become less competitive or obsolete. If we fail to timely develop smartphone products that meet wireless carrier product planning cycles or fail to deliver sufficient quantities of products in a timely manner to wireless carriers, those wireless carriers may choose to emphasize similar products from our competitors and thereby reduce their focus on our products which would have a negative impact on our business, results of operations and financial condition.

Wireless carriers, who control most of the distribution and sale of and virtually all of the access for smartphone products, could commoditize smartphones, thereby reducing the average selling prices and margins for our smartphone products which would have a negative impact on our business, results of operations and financial condition. In addition, if wireless carriers move away from subsidizing the purchase of smartphone products, this could significantly reduce the sales or growth rate of sales of smartphone products. This could have an adverse impact on our business, revenues and results of operations.

We could be exposed to significant fluctuations in revenue for our smartphone products based on our strategic relationships with wireless carriers.

Because of their large sales channels, wireless carriers may purchase large quantities of our products prior to launch so that the products are widely available. Reorders of products may fluctuate quarter to quarter, depending on end-user demand and inventory levels required by the wireless carriers. As we develop new strategic relationships and launch new products with wireless carriers, our smartphone products-related revenue could be subject to significant fluctuation based on the timing of wireless carrier product launches, wireless carrier inventory requirements, marketing efforts and our ability to forecast and satisfy wireless carrier and end-user demand.

We are dependent on a concentrated number of significant customers and the loss or credit failure of any of those customers could have an adverse effect on our business, results of operations and financial condition.

Our three largest customers in terms of revenue represented 65% of our revenues during fiscal year 2008 compared to 56% during fiscal year 2007 and 55% during fiscal year 2006. We determine our largest customers in terms of revenue to be those who represent 10% or more of our total revenues for the year. We expect this trend of revenue concentration with our largest customers, particularly with wireless carriers, to continue. If any significant customer discontinues its relationship with us for any reason, or reduces or postpones current or expected purchases from us, it could have an adverse impact on our business, results of operations and financial condition.

In addition, our largest customers in terms of outstanding customer accounts receivable balances accounted for 61% of our accounts receivable at the end of fiscal year 2008 compared to 63% at the end of fiscal year 2007 and 66% at the end of fiscal year 2006. We determine our largest customers in terms of outstanding customer accounts to be those who have outstanding customer accounts receivable balances at the period end of 10% or more of our total net accounts receivables. We expect this trend of significant credit concentration with our largest customers, particularly with wireless carriers, to continue, concentrating our bad debt risks. We routinely monitor the financial condition of our customers and review the credit history of each new customer.

While we believe that our allowances for doubtful accounts adequately reflect the credit risk of our customers, as well as historical trends and other economic factors, we cannot assure you that such allowances will be accurate or sufficient. If any of our significant customers defaults on its account, or if we experience significant credit expense for any reason, it could have an adverse impact on our business, results of operations and financial condition.

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If our products do not meet wireless carrier and governmental or regulatory certification or other requirements, we will not be able to compete effectively and our ability to generate revenues will suffer.

We are required to certify our products with governmental and regulatory agencies and with the wireless carriers for use on their networks and to meet other requirements. These processes can be time consuming, could delay the offering of our smartphone products on wireless carrier networks and could affect our ability to timely deliver products to customers. As a result, wireless carriers may choose to offer or consumers may choose to buy similar products from our competitors and thereby reduce their purchases of our products, which would have a negative impact on our smartphone products sales volumes, our revenues and our cost of revenues.

If we do not correctly forecast demand for our products, we could have costly excess production or inventories or we may not be able to secure sufficient or cost-effective quantities of our products or production materials and our revenues, gross profit and financial condition could be adversely impacted.

The demand for our products depends on many factors, including pricing and channel inventory levels, and is difficult to forecast due in part to variations in economic conditions, changes in consumer and business preferences, relatively short product life cycles, changes in competition, seasonality and reliance on key sales channel partners. It is particularly difficult to forecast demand by individual product. Significant unanticipated fluctuations in demand, the timing and disclosure of new product releases or the timing of key sales orders could result in costly excess production or inventories, liabilities for failure to achieve minimum purchase commitments or the inability to secure sufficient, cost-effective quantities of our products or production materials. This could adversely impact our revenues, gross profit and financial condition. For example, in the second quarter of fiscal year 2009, we experienced a decrease in forecasted product sales. As a result, we incurred a net charge to cost of revenues of $13.1 million for purchase commitments with third-party manufacturers in excess of anticipated demand.

We depend on our suppliers, some of which are the sole source and some of which are our competitors, for certain components, software applications and elements of our technology, and our production or reputation could be harmed if these suppliers were unable or unwilling to meet our demand or technical requirements on a timely and/or a cost-effective basis.

Our products contain software and hardware, including liquid crystal displays, touch panels, memory chips, microprocessors, cameras, radios and batteries, which are procured from a variety of suppliers, including some who are our competitors. The cost, quality and availability of software and hardware are essential to the timely and successful development, production and sale of our device products. For example, components such as radio technologies and software such as email applications are critical to the functionality of our smartphones. Some components, such as liquid crystal displays and related integrated circuits, digital signal processors, microprocessors, radio frequency components and other discrete components, come from sole source suppliers. Alternative sources are not always available or may be prohibitively expensive. In addition, even when we have multiple qualified suppliers, we may compete with other purchasers for allocation of scarce components. Some components come from companies with whom we compete. If suppliers are unable or unwilling to meet our demand for components and if we are unable to obtain alternative sources or if the price for alternative sources is prohibitive, our ability to maintain timely and cost-effective production of our products will be harmed. Shortages may affect the timing and volume of production for some of our products as well as increase our costs due to premium prices paid for those components and longer-term commitments to ensure availability of those components. Some of our suppliers may be capacity-constrained due to high industry demand for some components and relatively long lead times to expand capacity.

Our product strategy is substantially dependent on the operating systems that we include in our devices and those operating systems face significant competition and may not be preferred by our wireless carrier partners or end users.

We provide a choice of operating systems for our smartphones to provide a differentiated experience for our users. Our smartphones currently feature either the Palm OS or Windows Mobile OS. In addition, we are developing a new OS that we expect to use in some of our future smartphones.

Our licenses to the Palm OS and Windows Mobile OS are subject to the terms of the agreements we have with ACCESS Systems Americas and Microsoft, respectively. Our business could be harmed if we were to breach the license agreements and cause our licensors to terminate our licenses. Furthermore, although ACCESS Systems and Microsoft offer some level of indemnification for damages arising from lawsuits involving their respective operating systems and from damages relating to intellectual property infringement caused by such operating systems, we could still be adversely affected by a determination adverse to our licensors, product changes that may be advisable or required due to such lawsuits or the failure of our licensors to indemnify us adequately.

There is significant competition from makers of smartphones that differentiate their products in part through alternative OS software. A number of competitors offer alternative Windows Mobile OS products. Google is heading a group that has introduced the Android OS for which our competitors are developing products. The LiMo Foundation is another consortium that is developing a Linux-based mobile operating system. Other competitors have or are developing proprietary operating systems, including Apple’s OS X, Nokia’s

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Symbian OS, RIM’s OS and various Linux-based operating systems. These and other competitors could devote greater resources to the development and promotion of alternative operating systems and to the support of the third-party developer community, which could attract the attention of influential user segments and our existing and potential customers and end users. Moreover, some of our largest customers, including Verizon Wireless (a venture of Verizon Communications and Vodafone Group) and AT&T, have joined the consortiums developing or indicated their support for rival operating systems, including the LiMo Foundation and Android, respectively. Wireless carriers may demonstrate a preference for rival operating systems, thereby giving preference to our competitor’s products and making acceptance of our products more difficult among our key wireless carrier partners. In addition, this could require us to raise the performance and differentiation standards for the operating systems that we offer in order to remain competitive.

We cannot assure you that the operating systems we develop or license or our efforts to innovate using those operating systems will continue to draw the customer interest necessary to provide us with a level of competitive differentiation. If the use of the Palm OS, the Windows Mobile OS or proprietary operating systems incorporating open technologies in our current or future products does not continue to be competitive, our revenues and our results of operations could be adversely affected.

Our business is substantially dependent on our ability to develop our new operating system.

We are currently developing a new OS and related next-generation systems software for use in some of our future smartphones. We have announced that we expect this new OS and software to be completed in time to ship products based on this platform in the first half of calendar year 2009. If we are unable to develop the OS or related software on this timeline, or if the new OS and software is not accepted by our wireless carrier customers or end users, the robustness, competitiveness and technological viability of our smartphone product lines and our product roadmap would be adversely impacted. As a result, our reputation, ability to compete, revenues, results of operations and financial condition would also be adversely impacted. In addition, if the third-party developer community does not embrace the new OS and produce applications that will run on our smartphones, it may adversely affect acceptance of our devices by our wireless carrier customers and end users and adversely affect our ability to compete, our revenues and our results of operations.

If we are unable to obtain key technologies from third parties on a timely basis and free from errors or defects, we may have to delay or cancel the release of certain products or features in our products or incur increased costs.

We license third-party software for use in our products, including the Palm OS and Windows Mobile OS. Our ability to release and sell our products, as well as our reputation, could be harmed if the third-party technologies are not delivered to us in a timely manner, on acceptable business terms or contain errors or defects that are not discovered and fixed prior to release of our products and we are unable to obtain alternative technologies on a timely and cost effective basis to use in our products. As a result, our product shipments could be delayed, our offering of features could be reduced or we may need to divert our development resources from other business objectives, any of which could adversely affect our reputation, business and results of operations.

An injunction issued by the U.S. District Court, Central District, California, banning importation of certain chips, chipsets and software of Qualcomm Incorporated or other litigation between Qualcomm and Broadcom Corporation could hinder our ability to provide certain models of our smartphone products to our customers and to compete effectively, and could adversely affect our customer relationships, revenues, results of operations and financial condition.

Qualcomm and Broadcom are engaged in litigation in at least two U.S. District Courts regarding Qualcomm’s chipsets and software used in wireless handsets and related support services. In one action, Qualcomm was immediately enjoined from providing certain chipsets to customers and ordered not to provide other chipsets and/or related support services after January 31, 2009. Upon Qualcomm’s appeal the Federal Circuit Court of Appeal issued a ruling that, in relevant part, affirmed the injunction with respect to certain Qualcomm chipsets, including, but not limited to, those we currently use in our Centro CDMA EvDO smartphones. On September 23, 2008 the District Court clarified the injunction ruling, finding that products containing the infringing chipsets must be imported into the United States before January 31, 2009. Accordingly, Palm may be required to import any affected CDMA EvDO Centro products and service components by that date, except for those intended for Verizon, a Broadcom licensee. The effect of such ban may have an adverse effect on Palm’s sales volumes, revenues and costs of revenues. In addition, there is no assurance the products imported by January 31, 2009 will be sold through or that Palm will have sufficient service stock to support customers going forward should service requests exceed that currently anticipated.

For Palm products affected by the injunction ruling other than our Centro CDMA EvDO smartphones, Qualcomm has provided alternative chipsets containing workarounds to avoid infringement of Broadcom’s patents but there is no assurance that, if challenged, the chipsets containing the workarounds will be found to be noninfringing. Implementing the substitute chipsets can also be time consuming, can delay the offering of our smartphone products on carrier networks and also affect our ability to deliver products to customers in a timely manner. As a result, carriers may choose to offer, or consumers may choose to buy, unaffected products from our competitors and thereby reduce their purchases of our products, causing a negative impact on our smartphone products sales volumes, our revenues and our cost of revenues.

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We rely on third parties, some of which are our competitors, to design, manufacture, distribute, warehouse and support our products, and our reputation, revenues and results of operations could be adversely affected if these third parties fail to meet their performance obligations.

We outsource most of our hardware design and certain software development to third-party manufacturers, some of whom compete with us. We depend on their design expertise, and we rely on them to design our products at satisfactory quality levels. If our third-party manufacturers fail to provide quality hardware design or software development, our reputation and revenues could suffer. These third-party designers and manufacturers have access to our intellectual property which increases the risk of infringement or misappropriation of such intellectual property. In addition, these third parties may claim ownership rights in certain of the intellectual property developed for our products, which may limit our ability to have these products manufactured by others.

We outsource all of our manufacturing requirements to third-party manufacturers at their international facilities, which are located primarily in China, Taiwan and Brazil. In general our products are manufactured by sole source providers. We depend on these third parties to produce a sufficient volume of our products in a timely fashion and at satisfactory quality levels. In addition, we rely on our third-party manufacturers to place orders with suppliers for the components they need to manufacture our products and to track appropriately the shipment and inventory of those components with our orders. If they fail to place timely and sufficient orders with suppliers and appropriately maintain component inventories, our revenues and cost of revenues could suffer. Significant unanticipated fluctuations in demand of our products could result in costly excess production of inventories or additional non-cancellable purchase commitments. Our reliance on third-party manufacturers in foreign countries exposes us to risks that are not in our control, including outbreaks of disease (such as an outbreak of bird flu), economic slowdowns, labor disruptions, trade restrictions, political conflicts and other events that could result in quarantines, shutdowns or closures of our third-party manufacturers or their suppliers. The cost, quality and availability of third-party manufacturing operations are essential to the successful production and sale of our products. If our third-party manufacturers fail to produce quality products on time and in sufficient quantities, our reputation, business and results of operations could suffer.

These manufacturers could refuse to continue to manufacture all or some of the units of our devices that we require or change the terms under which they manufacture our devices. If these manufacturers were to stop manufacturing our devices, we may be unable to replace the lost manufacturing capacity on a timely basis and our results of operations could be harmed. If these manufacturers were to change the terms under which they manufacture for us, our manufacturing costs and cost of revenues could increase. While we may have contractual remedies under manufacturing agreements, our business and reputation could be harmed. In addition, our contractual relationships are principally with the manufacturers of our products, and not with component suppliers. In the absence of a contract with the manufacturer that requires it to obtain and pass through warranty and indemnity rights with respect to component suppliers, we may not have recourse to any third party in the event of a component failure.

We may choose from time to time to transition to or add new third-party manufacturers. If we transition the manufacturing of any product to a new manufacturer, there is a risk of disruption in manufacturing and our revenues and results of operations could be adversely impacted. The learning curve and implementation associated with adding a new third-party manufacturer may adversely impact our revenues and results of operations.

We rely on third-party distribution and warehouse services providers to warehouse and distribute our products. Our contract warehouse facilities are physically separated from our contract manufacturing locations. This requires additional lead-time to deliver products to customers. If we are shipping products near the end of a fiscal quarter, this extra time could result in us not meeting anticipated shipment volumes for that quarter, which may negatively impact our revenues for that fiscal quarter. Any disruption of distribution facility services could have a negative impact on our revenues and results of operations.

As a result of economic conditions or other factors, our distribution and warehouse services providers may close or move their facilities with little notice to us, which could cause disruption in our ability to deliver products. With little or no notice, these distribution and warehouse services providers could refuse to continue to provide distribution and warehouse services for all or some of our devices, fail to provide the quality of services and security that we require or change the terms under which they provide such services. Any disruption of distribution and warehouse services could have a negative impact on our revenues and results of operations.

Changes in transportation schedules or the timing of deliveries due to shipping problems, wireless carrier financial difficulties, inaccurate forecasts of demand, acts of nature or other business interruptions could cause transportation delays and increase our costs for both receipt of inventory and shipment of products to our customers. If these types of disruptions occur, our reputation and results of operations could be adversely impacted.

We outsource most of the warranty support, product repair and technical support for our products to third-party providers, which are located around the world. We depend on their expertise, and we rely on them to provide satisfactory levels of service. If our third-party providers fail to provide consistent quality service in a timely manner and sustain customer satisfaction, our reputation and results of operations could suffer.

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As a result of the Credit Agreement we entered into, we have a significant amount of debt. We may not be able to generate sufficient cash to service or repay all of our indebtedness, including the Term Loan, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our substantial indebtedness could adversely affect our business, results of operations and financial condition.

In October 2007, we entered into a Credit Agreement to obtain a Term Loan and a Revolver. As a result of this Credit Agreement, we have significant indebtedness and substantial debt service requirements. Our ability to meet our payment and other obligations under our indebtedness depends on our ability to generate significant cash flows in the future. Our ability to generate cash is subject to our future operating performance and the demand for, and price levels of, our current and future products and services. However, our ability to generate cash is also subject to prevailing economic and competitive conditions and to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. There is no assurance that our business will generate cash flows from operations, or that future borrowings will be available to us under our existing or any new credit facilities or otherwise, in an amount sufficient to enable us to meet our payment obligations under our indebtedness and to fund other liquidity needs, including operations. If our cash flows and capital resources are insufficient to fund our debt service or repayment obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital, restructure or refinance all or a portion of our indebtedness, including the Term Loan, or incur additional debt. There is no assurance that we would be able to take any of these actions on commercially reasonable terms or at all. There is also no assurance that these actions would be successful and permit us to meet our scheduled debt service or repayment obligations or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of such cash flow and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to realize and obtain proceeds from them adequate to meet our debt service and other obligations. The Credit Agreement governing the Term Loan and Revolver restricts our ability to dispose of assets and use the proceeds from the disposition.

If we cannot make scheduled payments on our debt, or if we otherwise breach the Credit Agreement or related agreements, we will be in default and, as a result:

• our debt holders could declare all outstanding principal and interest to be due and payable;

• our debt holders could exercise their rights and remedies against the collateral securing their debt;

• we may trigger cross-acceleration and cross-default provisions under other agreements; and

• we could be forced into bankruptcy or liquidation.

Although covenants contained in the Credit Agreement governing the Term Loan and the Revolver will limit our ability and the ability of certain of our present and future subsidiaries to incur certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. In addition, the Credit Agreement will not prevent certain of our subsidiaries from incurring indebtedness. To the extent that we or our subsidiaries incur additional indebtedness, the related risks that we now face could intensify.

Our indebtedness may limit our ability to adjust to changing market conditions, place us at a competitive disadvantage compared to our competitors and adversely affect our business, results of operations and financial condition.

Restrictive covenants may adversely affect our operations.

The Credit Agreement governing the Term Loan and the Revolver contains covenants that may adversely affect our ability to, among other things, finance future operations or capital needs or engage in other business activities. Further, the Credit Agreement contains negative covenants limiting our ability and the ability of our subsidiaries, among other things, to incur debt, grant liens, make acquisitions, make certain restricted payments, make investments, sell assets and enter into sale and lease back transactions. Any additional debt we may incur in the future may subject us to further covenants. As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to finance future operations or capital needs or engage in other business activities.

Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us. Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

Our ability to comply with covenants contained in the Credit Agreement governing the Term Loan and Revolver and any agreements governing other indebtedness may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our failure to comply with the covenants contained in any of the debt agreements described above, for any reason, could result in a default under such debt agreements. In addition, if any such default is not cured or waived, the default could result in an acceleration of debt under the Credit Agreement and our other debt instruments that contain cross-acceleration or cross-default provisions, which could require us to repay or repurchase debt, together with accrued interest, prior to the date it otherwise is due and that could adversely affect our financial condition. Upon a default or cross-default, the collateral agent, at the direction of the lenders under the Credit Agreement could proceed against the collateral, which includes substantially all of our assets.

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Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Under our Credit Agreement, our Term Loan and Revolver bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the principal amount of such indebtedness remained the same, and our operating results would decrease. Interest on the Term Loan is based on LIBOR or the Alternate Base Rate (higher of Prime Rate or Federal Funds Effective Rate plus 0.50%). An increase in the interest rate payable on the Term Loan could have an adverse effect on our results of operations, financial condition and cash flows, and our ability to make payments on the Term Loan, particularly if the increase is substantial.

Third parties have claimed, and may claim in the future, that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling products regardless of whether these claims are successful.

In the course of our business, we frequently receive offers to license or claims of infringement of patents held by other parties. For example, as our focus has shifted to smartphone products, we have received, and expect to continue to receive communications from holders of patents related to mobile communication standards. We evaluate the validity and applicability of these patents and determine in each case whether we must negotiate licenses to incorporate or use implicated technologies in our products. Third parties may claim that our customers or we are infringing or contributing to the infringement of their intellectual property rights, and we may be found to infringe or contribute to the infringement of those intellectual property rights and may be required to pay significant damages and obligated either to refrain from the further sale of our products or to license the right to sell our products on an ongoing basis. We may be unaware of intellectual property rights of others that may cover some of our technology, products and services. We may not have direct contractual relationships with some of the component, software and applications providers for our products, and as a result, we may not have indemnification, warranties or other protection with respect to such components, software or applications. Furthermore, intellectual property claims against us or our suppliers may cause us or our customers to delay the introduction of or to stop using our devices or applications for our devices and, as a result, our revenue, business and results of operations may be adversely affected.

Any litigation regarding patents or other intellectual property could be costly and time consuming and could divert the attention of our management and key personnel from our business operations. The complexity of the technology involved and the uncertainty of litigation generally increase the risks associated with intellectual property litigation. Moreover, patent litigation has increased due to the increased numbers of cases asserted by intellectual property licensing entities as well as increasing competition and overlap of product functionality in our markets. Intellectual property licensing entities generally do not generate products or services. As a result, we cannot deter their infringement claims based on counterclaims that they infringe patents in our portfolio or by entering cross-licensing arrangements. Claims of intellectual property infringement may also require us to enter into costly royalty or license agreements or to indemnify our customers, licensees, original design manufacturers, or ODMs, and other third parties with whom we have relationships. However, we may not be able to obtain royalty or license agreements on terms acceptable to us or at all. We also may be subject to significant damages or injunctions against the development and sale of our products. These risks associated with patent litigation are exacerbated by the lack of a clear and consistent legal standard for assessing damages in such litigation.

We are subject to general commercial litigation and other litigation claims as part of our operations, and we could suffer significant litigation expenses in defending these claims and could be subject to significant damage awards or other remedies.

In the course of our business, we receive consumer protection claims, general commercial claims related to the conduct of our business and the performance of our products and services, employment claims and other litigation claims. Any litigation resulting from these claims could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. The complexity of the technology involved and the uncertainty of consumer, commercial, employment and other litigation increase these risks. We also may be subject to significant damages or equitable remedies regarding the development and sale of our products and operation of our business.

Our success largely depends on our ability to hire, retain, integrate and motivate sufficient numbers of qualified personnel, including senior management. Our strategy and our ability to innovate, design and produce new products, sell products, maintain operating margins and control expenses depend on key personnel that may be difficult to replace.

Our success depends on our ability to attract and retain highly skilled personnel, including senior management and international personnel. Over the past quarter, we experienced turnover in some of our senior management positions. We compensate our employees through a combination of salary, bonuses, benefits and equity compensation. Recruiting and retaining skilled personnel, including software and hardware engineers, is highly competitive, particularly in the San Francisco Bay Area where we are headquartered. If we fail to provide competitive compensation to our employees, it will be difficult to retain, hire and integrate

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qualified employees and contractors and we may not be able to maintain and expand our business. If we do not retain our senior managers or other key employees for any reason, we risk losing institutional knowledge and experience, expertise and other benefits of continuity and the ability to attract and retain other key employees. In addition, we must carefully balance the growth of our employee base with our current infrastructure, management resources and anticipated revenue growth. If we are unable to manage the growth of our employee base, particularly software and hardware engineers, we may fail to develop and introduce new products successfully and in a cost effective and timely manner. If our revenue growth or employee levels vary significantly, our results of operations and financial condition could be adversely affected. Volatility or lack of positive performance in our stock price may also affect our ability to retain key employees, many of whom have been granted stock options, other equity incentives or both. Palm’s practice has been to provide equity incentives to its employees through the use of stock options and other equity vehicles, but the number of shares available for new options and other forms of securities grants is limited. We may find it difficult to provide competitive stock option grants or other equity incentives and our ability to hire, retain and motivate key personnel may suffer.

Recently and in past years, we have initiated reductions in our workforce of both employees and contractors to align our employee base with our anticipated revenue base or areas of focus and we have seen some turnover in our workforce. These reductions have resulted in reallocations of duties, which could result in employee and contractor uncertainty. Reductions in our workforce could make it difficult to attract, motivate and retain employees and contractors, which could affect our ability to deliver our products in a timely fashion and adversely affect our business.

We rely on third parties to sell and distribute our products, and we rely on their information to manage our business. Disruption of our relationship with these channel partners, changes in their business practices, their failure to provide timely and accurate information or conflicts among our channels of distribution could adversely affect our business, results of operations and financial condition.

The wireless carriers, distributors, retailers and resellers who sell and distribute our products also sell products offered by our competitors. If our competitors offer our sales channel partners more favorable terms or have more products available to meet their needs or utilize the leverage of broader product lines sold through the channel, those wireless carriers, distributors, retailers and resellers may de-emphasize or decline to carry our products. In addition, certain of our sales channel partners could decide to de-emphasize the product categories that we offer in exchange for other product categories that they believe provide higher returns. If we are unable to maintain successful relationships with these sales channel partners or to expand our distribution channels, our business will suffer.

Because we sell our products primarily to wireless carriers, distributors, retailers and resellers, we are subject to many risks, including risks related to product returns, either through the exercise of contractual return rights or as a result of our strategic interest in assisting them in balancing inventories. In addition, these sales channel partners could modify their business practices, such as inventory levels, or seek to modify their contractual terms, such as return rights or payment terms. Unexpected changes in product return requests, inventory levels, payment terms or other practices by these sales channel partners could negatively impact our business, results of operations and financial condition.

We rely on wireless carriers, distributors, retailers and resellers to provide us with timely and accurate information about their inventory levels as well as sell-through of products purchased from us. We use this information as one of the factors in our forecasting process to plan future production and sales levels, which in turn influences our financial forecasts. We also use this information as a factor in determining the levels of some of our financial reserves. If we do not receive this information on a timely and accurate basis, our results of operations and financial condition may be adversely impacted.

Distributors, retailers and traditional resellers experience competition from Internet-based resellers that distribute directly to end users, and there is also competition among Internet-based resellers. We also sell our products to end users from our Palm.com website. These varied sales channels could cause conflict among our channels of distribution, which could harm our business, revenues and results of operations.

We rely on third parties to manage and operate our e-commerce web store and related telesales call center and disruption to these sales channels could adversely affect our revenues and results of operations.

We outsource the operations of our e-commerce web store and related telesales call centers to third parties. We depend on their expertise and rely on them to provide satisfactory levels of service. If these third-party providers fail to provide consistent quality service in a timely manner and sustain customer satisfaction, our operations and revenues could suffer. If these third-parties were to stop providing these services, we may be unable to replace them on a timely basis and our results of operations could be harmed. In addition, if these third parties were to change the terms and conditions under which they provide these services, our selling costs could increase.

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We use third parties to provide significant operational and administrative services, and our ability to satisfy our customers and operate our business could suffer if the level of services is interrupted or does not meet our requirements.

We use third parties, some of which are our competitors, to provide services such as data center operations, desktop computer support, facilities services and certain accounting services. Should any of these third parties fail to deliver an adequate level of service on a timely basis, our business could suffer. Some of our operations rely on electronic data systems interfaces with third parties or on the Internet to communicate information. Interruptions in the availability and functionality of systems interfaces or the Internet could adversely impact the operations of these systems and consequently our results of operations.

The market for our products is volatile, and changing market conditions, or failure to adjust to changing market conditions, may adversely affect our revenues, results of operations and financial condition, particularly given our size, limited resources and lack of diversification.

Our revenues and our results of operations depend substantially on the commercial success of our Treo and Centro smartphones. If revenues from our smartphones fail to meet expectations, our other revenue sources will likely not be able to compensate for this shortfall and our results of operations may suffer. For the quarter ended November 30, 2008, revenues from sales of smartphones and related products constituted more than 85% of our consolidated revenues. The downturn in general economic conditions and the substantial decline in the stock market have led to reduced demand for a variety of goods and services, including many technology products. Recessionary economic conditions have created a challenging environment in the smartphone market including declining average selling prices and increased competition. If we are unable to adequately respond to changes in demand for our products, our revenues and results of operations could be adversely affected. In addition, as our products and product categories mature and face greater competition, and if these recessionary economic conditions continue to decline, or fail to improve, we could see a further decrease in the overall demand for our products or we may experience pressure on our product pricing to preserve demand for our products, which would adversely affect our margins, results of operations and financial condition.

This reliance on the success of and trends in our industry is compounded by the size of our organization and our focus on smartphones and related products. These factors also make us more dependent on investments of our limited resources. For example, we face many resource allocation decisions, such as: where to focus our research and development, geographic sales and marketing and partnering efforts; which aspects of our business to outsource; which operating systems and email solutions to support; and how to balance among our products. Given the size and undiversified nature of our organization, any error in investment strategy could harm our business, results of operations and financial condition.

Our products are subject to increasingly stringent laws, standards and other regulatory requirements, and the costs of compliance or failure to comply may adversely impact our business, results of operations and financial condition.

Our products must comply with a variety of laws, standards and other requirements governing, among other things, safety, materials usage, packaging and environmental impacts and must obtain regulatory approvals and satisfy other regulatory concerns in the various jurisdictions where our products are sold. Many of our products must meet standards governing, among other things, interference with other electronic equipment and human exposure to electromagnetic radiation. Failure to comply with such requirements can subject us to liability, additional costs and reputational harm and in severe cases prevent us from selling our products in certain jurisdictions. For example, many of our products are subject to laws and regulations that restrict the use of lead and other substances and require producers of electrical and electronic equipment to assume responsibility for collecting, treating, recycling and disposing of our products when they have reached the end of their useful life. Failure to comply with applicable environmental requirements can result in fines, civil or criminal sanctions and third-party claims. If products we sell in Europe are found to contain more than the permitted percentage of lead or another listed substance, it is possible that we could be forced to recall the products, which could result in substantial replacement costs, contract damage claims from customers, and reputational harm. We are now and expect in the future to become subject to additional requirements in the United States, China and other parts of the world.

As a result of these varying and developing requirements throughout the world, we are now facing increasingly complex procurement and design challenges, which, among other things, require us to incur additional costs identifying suppliers and contract manufacturers who can provide, and otherwise obtain, compliant materials, parts and end products and re-designing products so that they comply with these and the many other requirements applicable to them.

Allegations of health risks associated with electromagnetic fields and wireless communications devices, and the lawsuits and publicity relating to them, regardless of merit, could adversely impact our business, results of operations and financial condition.

There has been public speculation about possible health risks to individuals from exposure to electromagnetic fields, or radio signals, from base stations and from the use of mobile devices. While a substantial amount of scientific research by various independent research bodies has indicated that these radio signals, at levels within the limits prescribed by public health authority standards and recommendations, present no evidence of adverse effect to human health, we cannot assure you that future studies, regardless of their scientific basis, will not suggest a link between electromagnetic fields and adverse health effects. Government agencies, international

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health organizations and other scientific bodies are currently conducting research into these issues. In addition, other mobile device companies have been named in individual plaintiff and class action lawsuits alleging that radio emissions from mobile phones have caused or contributed to brain tumors and the use of mobile phones poses a health risk. Although our products are certified as meeting applicable public health authority safety standards and recommendations, even a perceived risk of adverse health effects from smartphones or other handheld devices could adversely impact use of such devices or subject us to costly litigation and could harm our reputation, business, results of operations and financial condition.

If third parties infringe our intellectual property or if we are unable to secure and protect our intellectual property, we may expend significant resources enforcing our rights or suffer competitive injury.

Our success depends in large part on our proprietary technology and other intellectual property rights. We have a significant investment in the rights to the Palm brand and related trademarks and will continue to invest in that brand and in our patent portfolio.

We rely on a combination of patents, copyrights, trademarks and trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. Our intellectual property, particularly our patents, may not provide us a significant competitive advantage. If we fail to protect or to enforce our intellectual property rights successfully, our competitive position could suffer, which could harm our results of operations.

Our pending patent and trademark applications for registration may not be allowed, or others may challenge the validity or scope of our patents or trademarks, including patent or trademark applications or registrations. Even if our patents or trademark registrations are issued and maintained, these patents or trademarks may not be of adequate scope or benefit to us or may be held invalid and unenforceable against third parties.

We may be required to spend significant resources to monitor and police our intellectual property rights. Effective policing of the unauthorized use of our products or intellectual property is difficult and litigation may be necessary in the future to enforce our intellectual property rights. Intellectual property litigation is not only expensive, but time-consuming, regardless of the merits of any claim, and could divert attention of our management from operating our business. Despite our efforts, we may not be able to detect infringement and may lose competitive position in the market before we do so. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture market share.

In the past, there have been leaks of proprietary information associated with our intellectual property. We have implemented a security plan to reduce the risk of future leaks of proprietary information; however, we cannot assure you that the security plan will be able to prevent the risk of all leaks of proprietary information. In addition, we may not be successful in preventing those who have obtained our proprietary information through past leaks from using our technology to produce competing products or in preventing future leaks of proprietary information.

Despite our efforts to protect our proprietary rights, existing laws, contractual provisions and remedies afford only limited protection. Intellectual property lawsuits are subject to inherent uncertainties due to, among other things, the complexity of the technical issues involved, and we cannot assure you that we will be successful in asserting intellectual property claims. Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Accordingly, we cannot assure you that we will be able to protect our proprietary rights against unauthorized third-party copying or use. The unauthorized use of our technology or of our proprietary information by competitors could have an adverse effect on our ability to sell our products.

We have an international presence in countries whose laws may not provide protection of our intellectual property rights to the same extent as the laws of the United States, which may make it more difficult for us to protect our intellectual property.

As part of our business strategy, we target customers and relationships with suppliers and ODMs in countries with large populations and propensities for adopting new technologies. However, many of these countries do not address to the same extent as the United States misappropriation of intellectual property or deter others from developing similar, competing technologies or intellectual property. Effective protection of patents, copyrights, trademarks, trade secrets and other intellectual property may be unavailable or limited in some foreign countries. As a result, we may not be able to effectively prevent competitors in these regions from infringing our intellectual property rights, which would reduce our competitive advantage and ability to compete in those regions and negatively impact our business.

Our future results could be harmed by economic, political, regulatory and other risks associated with international sales and operations.

Because we sell our products worldwide and most of the facilities where our devices are manufactured, distributed and supported are located outside the United States, our business is subject to risks associated with doing business internationally, such as:

• changes in foreign currency exchange rates;

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• changes in a specific country’s or region’s political or economic conditions, particularly in emerging markets;

• changes in international relations;

• trade protection measures and import or export licensing requirements;

• changes in or interpretation of tax laws;

• compliance with a wide variety of laws and regulations which may have civil and/or criminal consequences for us and our officers and directors who we indemnify;

• difficulty in managing widespread sales operations; and

• difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs.

In addition, we are subject to changes in demand for our products resulting from exchange rate fluctuations that make our products relatively more or less expensive in international markets. If exchange rate fluctuations occur, our business and results of operations could be harmed by decreases in demand for our products or reductions in margins.

While we sell our products worldwide, we have limited experience with sales and marketing in some countries. There can be no assurance that we will be able to market and sell our products in all of our targeted international markets. If our international efforts are not successful, our business growth and results of operations could be harmed.

We may be required to record impairment charges in future quarters as a result of the decline in value of our investments in auction rate securities.

We hold a variety of interest bearing ARS that represent investments in pools of assets, including commercial paper, collateralized debt obligations, credit linked notes and credit derivative products. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Beginning in fiscal year 2008, uncertainties in the credit markets affected all of our holdings in ARS investments and auctions for our investments in these securities failed to settle on their respective settlement dates. Auctions for our investments in these securities have continued to fail during the six months ended November 30, 2008. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. We may decide to hold these investments for a long time or to sell them at a substantial discount if we need liquidity. Maturity dates for these ARS investments range from 2017 to 2052.

The valuation of our investment portfolio, including our investment in ARS, is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes to credit ratings of the securities as well as to the underlying assets supporting these securities, rates of default of the underlying assets, underlying collateral value, discount rates, liquidity and ongoing strength and quality of credit markets. If the current market conditions deteriorate further we may be required to record additional impairment charges in future quarters.

Our ability to utilize our net operating losses may be limited if we engage in transactions which bring cumulative change in ownership for Palm to 50% or more.

If over a rolling three-year period, the cumulative change in our ownership exceeds 50%, our ability to utilize our net operating losses to offset future taxable income may be limited. We are currently reviewing our cumulative ownership change position. It is possible that recent or prospective transactions in our stock that may not be within our control may cause us to exceed the 50% cumulative change threshold and may impose a limitation on the utilization of our net operating losses in the future. In the event the usage of these net operating losses is limited and we are profitable, our cash flows could be adversely impacted.

We are subject to audit by the Internal Revenue Service and other taxing authorities. Any assessment arising from an audit and the cost of any related dispute could adversely affect our results of operations and financial condition.

Our operations are subject to income and transaction taxes in the United States and in multiple foreign jurisdictions and to review or audit by the Internal Revenue Service and state, local and foreign tax authorities. While we strongly believe our tax positions are compliant with applicable tax laws and regulations, our positions could be subject to dispute by the taxing authorities. Any such dispute could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations.

We may pursue strategic acquisitions and investments which could have an adverse impact on our business if they are unsuccessful.

We have made acquisitions in the past and will continue to evaluate other acquisition opportunities that could provide us with additional product or service offerings or with additional industry expertise, assets and capabilities. Acquisitions could result in

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difficulties integrating acquired operations, products, technology, internal controls, personnel and management teams and result in the diversion of capital and management’s attention away from other business issues and opportunities. If we fail to successfully integrate acquisitions, including timely integration of internal controls to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, our business could be harmed. In addition, our acquisitions may not be successful in achieving our desired strategic objectives, which would also cause our business to suffer. Acquisitions can also lead to large non-cash charges that can have an adverse effect on our results of operations as a result of write-offs for items such as acquired in-process research and development, impairment of goodwill or the recording of stock-based compensation. In addition, from time to time we make strategic venture investments in other companies that provide products and services that are complementary to ours. If these investments are unsuccessful, this could have an adverse impact on our results of operations and financial condition.

Business interruptions could adversely affect our business.

Our operations and those of our suppliers and customers are vulnerable to interruption by fire, hurricanes, earthquake, power loss, telecommunications failure, computer viruses, computer hackers, terrorist attacks, wars, military activity, labor disruptions, health epidemics and other natural disasters and events beyond our control. For example, a significant part of our third-party manufacturing is based in Taiwan, an area that has experienced earthquakes and is considered seismically active. In addition, the business interruption insurance we carry may not cover, in some instances, or be sufficient to compensate us fully for losses or damages—including, for example, loss of market share and diminution of our brand, reputation and customer loyalty—that may occur as a result of such events. Any such losses or damages incurred by us could have an adverse effect on our business.

Wars, terrorist attacks or other threats beyond our control could negatively impact consumer confidence, which could harm our operating results.

Wars, terrorist attacks or other threats beyond our control could have an adverse impact on the United States and world economy in general, and consumer confidence and spending in particular, which could harm our business, results of operations and financial condition.

Risks Related to the Securities Markets and Ownership of Our Common and Preferred Stock

Our common stock price may be subject to significant fluctuations and volatility.

The market price of our common stock has been subject to significant fluctuations since the date of our initial public offering. These fluctuations could continue. Among the factors that could affect our stock price are:

• quarterly variations in our operating results;

• changes in revenues or earnings estimates or publication of research reports by analysts;

• speculation in the press or investment community;

• strategic actions by us, our customers, our suppliers or our competitors, such as new product announcements, acquisitions or restructurings;

• actions by institutional stockholders or financial analysts;

• general market conditions; and

• domestic and international economic factors unrelated to our performance.

The stock markets in general, and the markets for high technology stocks in particular, have experienced high volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Elevation Partners may exercise significant influence over Palm.

As of November 30, 2008, the Series B Preferred Stock owned by Elevation Partners and its affiliates is convertible into approximately 26% of our outstanding common stock on an as-converted basis and votes on an as-converted basis with our common stock on all matters other than the election of directors. Upon closing the additional investment by Elevation Partners announced in December 2008, Elevation Partners and its affiliates’ ownership and voting rights of the outstanding common stock, as of November 30, 2008, on an as-converted basis will increase to approximately 38% on an as-converted basis. While this percentage could increase, the voting rights of Elevation Partners and its affiliates on an as-converted basis are capped at 39.9% of the outstanding common stock.

Subject to certain exceptions, Elevation Partners will be permitted under the terms of a stockholders’ agreement between Palm and Elevation Partners, or the Stockholders’ Agreement, to maintain its ownership interest in Palm in subsequent offerings. As a result, Elevation Partners may have the ability to significantly influence the outcome of any matter submitted for the vote of Palm stockholders. The terms of the Series B and Series C Preferred Stock and both the original and the amended and restated stockholders’ agreement (other than the election of directors) provide that Elevation Partners will designate a percentage of Palm’s board of directors proportional to Elevation Partners’ ownership position in Palm. Elevation Partners may have interests that diverge from, or even conflict with, those of Palm or its stockholders.

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Certain elements of our relationship with Elevation Partners and our executive officers may discourage other parties from trying to acquire Palm.

The ownership position and governance rights of Elevation Partners could discourage a third party from proposing a change of control or other strategic transaction concerning Palm. Also, employment arrangements with our executive officers provide for termination benefits, including acceleration of the vesting of certain equity awards if they terminate their employment for good reason following a change of control or within three months prior to a change of control of Palm. Further, in connection with certain change of control transactions in which Elevation Partners maintains a beneficial ownership percentage of at least 7.5% of the surviving entity, they are entitled to retain a seat on the board of directors of the surviving entity. As a result of these factors, our common stock could trade at prices that do not reflect a “takeover premium” to the same extent as do the stocks of similarly situated companies that do not have a stockholder with an ownership interest as large as Elevation Partners’ ownership interest.

We may not have the ability to finance the mandatory repurchase offer pursuant to the terms of the Series B Preferred Stock.

If certain change of control transactions occur, we will be required to make an offer to repurchase up to all of the then outstanding shares of Series B Preferred Stock, at the option and election of the holders thereof. We will have the option to pay the repurchase price in cash or, subject to certain conditions, publicly traded shares of the acquiring entity in the change of control transaction. The cash repurchase price per share is 101% of the liquidation preference. The repurchase price per share, if paid in publicly traded shares of the acquiring entity, is 105% of the liquidation preference. Our failure to pay the repurchase price in respect of all tendered shares for any reason, including the absence of funds legally available for such payment, would require us to pay conditional dividends, which represent a cash dividend at an annual rate equal to the prime rate of JPMorgan Chase Bank N.A. plus 4%, on each share of Series B Preferred Stock. Conditional dividends will accrue and cumulate until the date on which we pay the entire repurchase price, and will be payable quarterly. For so long as conditional dividends are accruing, neither we nor any of our subsidiaries may declare or pay any dividends on our common stock, or repurchase or redeem any shares of our common stock. This may adversely affect the rights of our existing stockholders and the market price of our common stock. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent acquisition of us, which could decrease the value of shares of our common stock.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions include a classified Board of Directors and limitations on actions by our stockholders by written consent. Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock (including Series B Preferred Stock outstanding on an as-converted basis). In addition, our Board of Directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer. Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our Board of Directors, these provisions apply even if the offer may be considered beneficial by some stockholders.

Our Board of Directors adopted a stockholder rights plan, pursuant to which we declared and paid a dividend of one right for each share of common stock outstanding as of November 6, 2000. Unless redeemed by us prior to the time the rights are exercised, upon the occurrence of certain events, the rights will entitle the holders to receive upon exercise of the rights shares of our preferred stock, or shares of an acquiring entity, having a value equal to twice the then-current exercise price of the right. The issuance of the rights could have the effect of delaying or preventing a change in control of us.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

The following table summarizes employee stock repurchase activity for the three months ended November 30, 2008:

	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan (2)	Average Price Paid Per Share		Approximate Dollar Value of Shares that May Yet be Purchased under the Plan (2)
September 1, 2008—September 30, 2008	—	$	—	—	$	—	$	219,037,247
October 1, 2008—October 31, 2008	—		—	—		—	$	219,037,247
November 1, 2008—November 30, 2008	2,500		0.001	—		—	$	219,037,247
	2,500			—

(1) During the three months ended November 30, 2008, the Company repurchased 2,500 shares of common stock at par value due to the forfeiture of restricted shares upon the termination of an employee. As of November 30, 2008, a total of approximately 279,000 restricted shares may still be repurchased.

(2) In September 2006, the Company’s Board of Directors authorized a stock buyback program for the Company to repurchase up to $250.0 million of its common stock. The program does not have a specified expiration date. During the three months ended November 30, 2008, no shares were repurchased under the stock buyback program. As of November 30, 2008, $219.0 million remains available for future repurchase.

Item 4. Submission of Matters to a Vote of Security Holders

At Palm’s annual meeting of stockholders on October 1, 2008, the following proposals were adopted.

Proposal I

To elect two Class III directors to serve a three-year term expiring in 2011.

Director	Total Votes for Each Director	Total Votes Withheld from Each Director
Edward T. Colligan	78,976,715	13,160,346
D. Scott Mercer	62,057,904	30,079,157

In addition to the directors elected at the annual meeting, Gordon A. Campbell, William T. Coleman, Donna L. Dubinsky, Robert C. Hagerty and Jonathan J. Rubinstein will continue to serve as directors of Palm. At the annual meeting, the holders of Series B Preferred Stock unanimously elected Fred D. Anderson and Roger B. McNamee as the Series B Directors of Palm until the next special or annual meeting of stockholders of Palm called for the purpose of electing or removing Series B Directors, or until their successors have been appointed or elected and qualified.

Proposal II

To ratify the appointment of Deloitte & Touche LLP as Palm’s independent registered public accounting firm for the fiscal year ending May 29, 2009.

Votes For (1)	Votes Against (1)	Votes Abstained (1)	Non-Votes
130,030,033	275,314	67,008	—

(1) Based on the conversion ratio in effect as of the record date, or August 4, 2008, each share of Series B Preferred Stock was entitled to 117.65 votes, for a total of 38,235,294 votes for the holders of Series B Preferred Stock (see Note 14 to the condensed consolidated financial statements).

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Item 6. Exhibits

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
2.1	Master Separation and Distribution Agreement between 3Com and the registrant effective as of December 13, 1999, as amended.	S-1/A	333-92657	2.1	1/28/00
2.2	Tax Sharing Agreement between 3Com and the registrant.	10-Q	000-29597	2.7	4/10/00
2.3	Indemnification and Insurance Matters Agreement between 3Com and the registrant.	10-Q	000-29597	2.11	4/10/00
2.4	Form of Non-U.S. Plan.	S-1	333-92657	2.12	12/13/99
2.5	Agreement and Plan of Reorganization between the registrant, Peace Separation Corporation, Harmony Acquisition Corporation and Handspring, Inc., dated June 4, 2003.	8-K	000-29597	2.1	6/6/03
2.6	Amended and Restated Master Separation Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.14	8/18/03
2.7	Amended and Restated Indemnification and Insurance Matters Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.17	8/18/03
2.8	Amended and Restated Tax Sharing Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.23	8/18/03
2.9	Master Patent Ownership and License Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.30	8/18/03
2.10	Xerox Litigation Agreement between the registrant and PalmSource, Inc., as amended.	10-K/A	000-29597	2.34	9/26/03
3.1	Amended and Restated Certificate of Incorporation.	10-Q	000-29597	3.1	10/11/02
3.2	Amended and Restated Bylaws.	8-K	000-29597	3.2	10/30/07
3.3	Certificate of Amendment of Certificate of Incorporation.	8-K	000-29597	3.3	10/30/07
3.4	Certificate of Designation of Series A Participating Preferred Stock.	8-K	000-29597	3.1	11/22/00
3.5	Certificate of Designation of Series B Preferred Stock.	8-K	000-29597	3.1	10/30/07
4.1	Reference is made to Exhibits 3.1, 3.2, 3.4 and 3.5 hereof.	N/A	N/A	N/A	N/A	N/A
4.2	Specimen Stock Certificate.	10-K	000-29597	4.2	7/29/05
4.3	Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A. (formerly Fleet National Bank), as amended.	8-K	000-29597	4.1	11/22/00
4.4	5% Convertible Subordinated Note, dated as of November 4, 2003.	10-Q	000-29597	4.4	4/6/04
4.5	Amendment to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-A/A	000-29597	4.2	11/18/04
4.6	Certificate of Ownership and Merger Merging Palm, Inc. into palmOne, Inc.	10-K	000-29597	4.6	7/29/05
4.7	Amendment No. 2 to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-K	000-29597	4.1	6/5/07
4.8	Amendment No. 3 to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-A12G/A	000-29597	4.4	10/30/07
4.9	Amendment No. 4 to Preferred Stock Rights Agreement between the registrant and Computershare Trust Company, N.A.	8-A12G/A	000-29597	4.5	1/2/09

59

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1*	Form of Stock Option Agreement under 1999 Stock Plan.	S-1/A	333-92657	10.2	1/28/00
10.2*	Amended and Restated 1999 Employee Stock Purchase Plan.	S-8	000-29597	10.2	11/18/04
10.3*	Form of 1999 Employee Stock Purchase Plan Agreements.	S-1/A	333-92657	10.4	1/28/00
10.4*	Amended and Restated 1999 Director Option Plan.	S-8	333-47126	10.5	10/2/00
10.5*	Form of 1999 Director Option Plan Agreements.	S-1/A	333-92657	10.6	1/28/00
10.6	Form of Indemnification Agreement entered into by the registrant with each of its directors and executive officers.	S-1/A	333-92657	10.8	1/28/00
10.7*	Form of Management Retention Agreement.	S-1/A	333-92657	10.14	2/28/00
10.8*	Form of Severance Agreement for Executive Officers.	10-Q	000-29597	10.44	10/11/02
10.9*	Amended and Restated 2001 Stock Option Plan for Non-Employee Directors.	10-Q	000-29597	10.13	10/5/06
10.10*	Handspring, Inc. 1998 Equity Incentive Plan, as amended.	S-8	333-110055	10.1	10/29/03
10.11*	Handspring, Inc. 1999 Executive Equity Incentive Plan, as amended.	S-8	333-110055	10.2	10/29/03
10.12*	Handspring, Inc. 2000 Equity Incentive Plan, as amended.	S-8	333-110055	10.3	10/29/03
10.13	Amendment No. 3 to the Loan and Security Agreement between the registrant and Silicon Valley Bank.	10-Q	000-29597	10.29	4/5/05
10.14	Sub-Lease between the registrant and Philips Electronics North America Corporation.	10-Q	000-29597	10.30	4/5/05
10.15	Offer Letter from the registrant to Andrew J. Brown dated as of December 13, 2004.	10-Q	000-29597	10.31	4/5/05
10.16	Loan Modification Agreement between the registrant and Silicon Valley Bank.	10-K	000-29597	10.25	7/29/05
10.17	Second Amended and Restated Software License Agreement between the registrant and PalmSource, Inc., PalmSource Overseas Limited and palmOne Ireland Investment, dated May 23, 2005.	8-K	000-29597	10.2	7/28/05
10.18	Purchase Agreement between the registrant, PalmSource, Inc. and Palm Trademark Holding Company, LLC, dated May 23, 2005.	8-K	000-29597	10.1	5/27/05
10.19	Purchase and Sale Agreement and Escrow Instructions between the registrant and Hunter/Storm, LLC, dated February 2, 2006.	10-Q	000-29597	10.25	4/11/06
10.20	First Amendment of Purchase and Sale Agreement and Escrow Instructions, dated March 13, 2006.	10-Q	000-29597	10.27	4/11/06
10.21	Second Amendment of Purchase and Sale Agreement and Escrow Instructions, dated April 3, 2006.	10-Q	000-29597	10.28	4/11/06

60

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.22	Patent License and Settlement Agreement between the registrant and Xerox Corporation, dated June 27, 2006.	10-K	000-29597	10.29	7/28/06
10.23*	Form of Performance Share Agreement for Directors under 1999 Stock Plan.	8-K	000-29597	10.1	10/12/06
10.24*	Form of Performance Share Agreement for U.S. Grantees under 1999 Stock Plan.	10-Q	000-29597	10.31	1/9/07
10.25**	2006 Software License Agreement between the registrant and ACCESS Systems Americas, Inc., dated December 5, 2006.	8-K	000-29597	10.1	4/4/07
10.26	Amendment No. 1 to Master Patent Ownership and License Agreement between the registrant and ACCESS Systems Americas, Inc., dated December 5, 2006.	8-K	000-29597	10.2	4/4/07
10.27	Preferred Stock Purchase Agreement and Agreement and Plan of Merger by and among the registrant, Elevation Partners, L.P. and Passport Merger Corporation, dated June 1, 2007.	8-K	000-29597	2.1	6/5/07
10.28	Registration Rights Agreement among the registrant, Elevation Partners, L.P. and Elevation Employee Side Fund.	8-K	000-29597	10.1	10/30/07
10.29	Stockholders’ Agreement among the registrant, Elevation Partners, L.P. and Elevation Employee Side Fund.	8-K	000-29597	10.2	10/30/07
10.30	Offer Letter from the registrant to Jonathan Rubinstein, dated as of June 1, 2007.	10-Q	000-29597	10.34	1/9/08
10.31	Offer Letter Amendment between the registrant and Jonathan Rubinstein, dated as of October 29, 2007.	10-Q	000-29597	10.35	1/9/08
10.32*	Employment Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.36	1/9/08
10.33*	Management Retention Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.37	1/9/08
10.34*	Severance Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.38	1/9/08
10.35*	Inducement Option Agreement between the registrant and Jonathan Rubinstein.	S-8	333-148528	10.3	1/8/08
10.36*	Inducement Restricted Stock Unit Agreement between the registrant and Jonathan Rubinstein.	S-8	333-148528	10.4	1/8/08
10.37*	Form of Restricted Stock Purchase Agreement for US Grantees under 1999 Stock Plan.	10-Q	000-29597	10.41	1/9/08
10.38	Credit Agreement among the registrant, the lenders party thereto, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., dated as of October 24, 2007.	10-Q	000-29597	10.42	1/9/08
10.39*	Form of Stock Purchase Right Agreement under 1999 Stock Plan.	10-Q	000-29597	10.43	4/7/08
10.40	Amendment No. 1 to Option Agreements between the registrant and C. John Hartnett, dated as of October 30, 2008.					X
10.41	Offer Letter from the registrant to Douglas C. Jeffries, dated as of December 10, 2008.					X
10.42	Amendment No. 1 to Option Agreements between the registrant and Andrew J. Brown, dated as of December 16, 2008.					X
10.43*	Form of Amended and Restated Severance Agreement.					X
10.44*	Form of Amended and Restated Management Retention Agreement.					X
10.45	Securities Purchase Agreement between Elevation Partners, L.P. and the registrant, dated as of December 22, 2008.					X
31.1	Rule 13a-14(a)/15d—14(a) Certification of Chief Executive Officer.					X
31.2	Rule 13a-14(a)/15d—14(a) Certification of Chief Financial Officer.					X
32.1	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.					X

* Indicates a management contract or compensatory plan, contract arrangement in which any Director or Executive Officer participates.

** Confidential treatment granted on portions of this exhibit.

61

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Palm, Inc.
	(Registrant)
Date: January 5, 2009	By:	/s/ ANDREW J. BROWN
		Andrew J. Brown Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

62

EXHIBIT INDEX

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
2.1	Master Separation and Distribution Agreement between 3Com and the registrant effective as of December 13, 1999, as amended.	S-1/A	333-92657	2.1	1/28/00
2.2	Tax Sharing Agreement between 3Com and the registrant.	10-Q	000-29597	2.7	4/10/00
2.3	Indemnification and Insurance Matters Agreement between 3Com and the registrant.	10-Q	000-29597	2.11	4/10/00
2.4	Form of Non-U.S. Plan.	S-1	333-92657	2.12	12/13/99
2.5	Agreement and Plan of Reorganization between the registrant, Peace Separation Corporation, Harmony Acquisition Corporation and Handspring, Inc., dated June 4, 2003.	8-K	000-29597	2.1	6/6/03
2.6	Amended and Restated Master Separation Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.14	8/18/03
2.7	Amended and Restated Indemnification and Insurance Matters Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.17	8/18/03
2.8	Amended and Restated Tax Sharing Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.23	8/18/03
2.9	Master Patent Ownership and License Agreement between the registrant and PalmSource, Inc.	S-4/A	333-106829	2.30	8/18/03
2.10	Xerox Litigation Agreement between the registrant and PalmSource, Inc., as amended.	10-K/A	000-29597	2.34	9/26/03
3.1	Amended and Restated Certificate of Incorporation.	10-Q	000-29597	3.1	10/11/02
3.2	Amended and Restated Bylaws.	8-K	000-29597	3.2	10/30/07
3.3	Certificate of Amendment of Certificate of Incorporation.	8-K	000-29597	3.3	10/30/07
3.4	Certificate of Designation of Series A Participating Preferred Stock.	8-K	000-29597	3.1	11/22/00
3.5	Certificate of Designation of Series B Preferred Stock.	8-K	000-29597	3.1	10/30/07
4.1	Reference is made to Exhibits 3.1, 3.2, 3.4 and 3.5 hereof.	N/A	N/A	N/A	N/A	N/A
4.2	Specimen Stock Certificate.	10-K	000-29597	4.2	7/29/05
4.3	Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A. (formerly Fleet National Bank), as amended.	8-K	000-29597	4.1	11/22/00
4.4	5% Convertible Subordinated Note, dated as of November 4, 2003.	10-Q	000-29597	4.4	4/6/04
4.5	Amendment to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-A/A	000-29597	4.2	11/18/04
4.6	Certificate of Ownership and Merger Merging Palm, Inc. into palmOne, Inc.	10-K	000-29597	4.6	7/29/05
4.7	Amendment No. 2 to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-K	000-29597	4.1	6/5/07
4.8	Amendment No. 3 to Preferred Stock Rights Agreement between the registrant and EquiServe Trust Company, N.A.	8-A12G/A	000-29597	4.4	10/30/07
4.9	Amendment No. 4 to Preferred Stock Rights Agreement between the registrant and Computershare Trust Company, N.A.	8-A12G/A	000-29597	4.5	1/2/09

63

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1*	Form of Stock Option Agreement under 1999 Stock Plan.	S-1/A	333-92657	10.2	1/28/00
10.2*	Amended and Restated 1999 Employee Stock Purchase Plan.	S-8	000-29597	10.2	11/18/04
10.3*	Form of 1999 Employee Stock Purchase Plan Agreements.	S-1/A	333-92657	10.4	1/28/00
10.4*	Amended and Restated 1999 Director Option Plan.	S-8	333-47126	10.5	10/2/00
10.5*	Form of 1999 Director Option Plan Agreements.	S-1/A	333-92657	10.6	1/28/00
10.6	Form of Indemnification Agreement entered into by the registrant with each of its directors and executive officers.	S-1/A	333-92657	10.8	1/28/00
10.7*	Form of Management Retention Agreement.	S-1/A	333-92657	10.14	2/28/00
10.8*	Form of Severance Agreement for Executive Officers.	10-Q	000-29597	10.44	10/11/02
10.9*	Amended and Restated 2001 Stock Option Plan for Non-Employee Directors.	10-Q	000-29597	10.13	10/5/06
10.10*	Handspring, Inc. 1998 Equity Incentive Plan, as amended.	S-8	333-110055	10.1	10/29/03
10.11*	Handspring, Inc. 1999 Executive Equity Incentive Plan, as amended.	S-8	333-110055	10.2	10/29/03
10.12*	Handspring, Inc. 2000 Equity Incentive Plan, as amended.	S-8	333-110055	10.3	10/29/03
10.13	Amendment No. 3 to the Loan and Security Agreement between the registrant and Silicon Valley Bank.	10-Q	000-29597	10.29	4/5/05
10.14	Sub-Lease between the registrant and Philips Electronics North America Corporation.	10-Q	000-29597	10.30	4/5/05
10.15	Offer Letter from the registrant to Andrew J. Brown dated as of December 13, 2004.	10-Q	000-29597	10.31	4/5/05
10.16	Loan Modification Agreement between the registrant and Silicon Valley Bank.	10-K	000-29597	10.25	7/29/05
10.17	Second Amended and Restated Software License Agreement between the registrant and PalmSource, Inc., PalmSource Overseas Limited and palmOne Ireland Investment, dated May 23, 2005.	8-K	000-29597	10.2	7/28/05
10.18	Purchase Agreement between the registrant, PalmSource, Inc. and Palm Trademark Holding Company, LLC, dated May 23, 2005.	8-K	000-29597	10.1	5/27/05
10.19	Purchase and Sale Agreement and Escrow Instructions between the registrant and Hunter/Storm, LLC, dated February 2, 2006.	10-Q	000-29597	10.25	4/11/06
10.20	First Amendment of Purchase and Sale Agreement and Escrow Instructions, dated March 13, 2006.	10-Q	000-29597	10.27	4/11/06
10.21	Second Amendment of Purchase and Sale Agreement and Escrow Instructions, dated April 3, 2006.	10-Q	000-29597	10.28	4/11/06

64

		Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.22	Patent License and Settlement Agreement between the registrant and Xerox Corporation, dated June 27, 2006.	10-K	000-29597	10.29	7/28/06
10.23*	Form of Performance Share Agreement for Directors under 1999 Stock Plan.	8-K	000-29597	10.1	10/12/06
10.24*	Form of Performance Share Agreement for U.S. Grantees under 1999 Stock Plan.	10-Q	000-29597	10.31	1/9/07
10.25**	2006 Software License Agreement between the registrant and ACCESS Systems Americas, Inc., dated December 5, 2006.	8-K	000-29597	10.1	4/4/07
10.26	Amendment No. 1 to Master Patent Ownership and License Agreement between the registrant and ACCESS Systems Americas, Inc., dated December 5, 2006.	8-K	000-29597	10.2	4/4/07
10.27	Preferred Stock Purchase Agreement and Agreement and Plan of Merger by and among the registrant, Elevation Partners, L.P. and Passport Merger Corporation, dated June 1, 2007.	8-K	000-29597	2.1	6/5/07
10.28	Registration Rights Agreement among the registrant, Elevation Partners, L.P. and Elevation Employee Side Fund.	8-K	000-29597	10.1	10/30/07
10.29	Stockholders’ Agreement among the registrant, Elevation Partners, L.P. and Elevation Employee Side Fund.	8-K	000-29597	10.2	10/30/07
10.30	Offer Letter from the registrant to Jonathan Rubinstein, dated as of June 1, 2007.	10-Q	000-29597	10.34	1/9/08
10.31	Offer Letter Amendment between the registrant and Jonathan Rubinstein, dated as of October 29, 2007.	10-Q	000-29597	10.35	1/9/08
10.32*	Employment Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.36	1/9/08
10.33*	Management Retention Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.37	1/9/08
10.34*	Severance Agreement between the registrant and Jonathan Rubinstein, dated as of June 1, 2007 (effective as of October 24, 2007).	10-Q	000-29597	10.38	1/9/08
10.35*	Inducement Option Agreement between the registrant and Jonathan Rubinstein.	S-8	333-148528	10.3	1/8/08
10.36*	Inducement Restricted Stock Unit Agreement between the registrant and Jonathan Rubinstein.	S-8	333-148528	10.4	1/8/08
10.37*	Form of Restricted Stock Purchase Agreement for US Grantees under 1999 Stock Plan.	10-Q	000-29597	10.41	1/9/08
10.38	Credit Agreement among the registrant, the lenders party thereto, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., dated as of October 24, 2007.	10-Q	000-29597	10.42	1/9/08
10.39*	Form of Stock Purchase Right Agreement under 1999 Stock Plan.	10-Q	000-29597	10.43	4/7/08
10.40	Amendment No. 1 to Option Agreements between the registrant and C. John Hartnett, dated as of October 30, 2008.					X
10.41	Offer Letter from the registrant to Douglas C. Jeffries, dated as of December 10, 2008.					X
10.42	Amendment No. 1 to Option Agreements between the registrant and Andrew J. Brown, dated as of December 16, 2008.					X
10.43*	Form of Amended and Restated Severance Agreement.					X
10.44*	Form of Amended and Restated Management Retention Agreement.					X
10.45	Securities Purchase Agreement between Elevation Partners, L.P. and the registrant, dated as of December 22, 2008.					X
31.1	Rule 13a-14(a)/15d—14(a) Certification of Chief Executive Officer.					X
31.2	Rule 13a-14(a)/15d—14(a) Certification of Chief Financial Officer.					X
32.1	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.					X

* Indicates a management contract or compensatory plan, contract arrangement in which any Director or Executive Officer participates.

** Confidential treatment granted on portions of this exhibit.

65

EX-10.40

Exhibit 10.40

AMENDMENT NO. 1 TO OPTION AGREEMENTS

October 30, 2008

This Amendment No. 1 to Option Agreements (this “Amendment”) is hereby entered into by and between Palm, Inc. (the “Company”) and C. John Hartnett (“Mr. Hartnett”).

WHEREAS, Mr. Hartnett has been granted options by the Company and by Handspring Corporation (a corporation acquired by the Company and whose option plans were assumed by the Company) as set forth on Schedule A attached hereto (the “Options”); and

WHEREAS, it is contemplated that Mr. Hartnett’s employment with the Company will terminate on or about November 28, 2008.

NOW, THEREFORE, the parties hereto agree as follows:

1. Exercisability of Options. Upon the termination of Mr. Hartnett’s employment with the Company, the Options, to the extent vested as of the date of Mr. Hartnett’s termination of employment with the Company (including any options that vest pursuant to the terms of Mr. Hartnett’s Severance Agreement with the Company to the extent that Mr. Hartnett is eligible for severance benefits under his Severance Agreement with the Company) will remain exercisable for a period of one (1) year following the date of Mr. Hartnett’s termination, but in no event will any Option be exercisable later than the expiration of the term of the relevant Option as set forth in the applicable option agreement and/or notice of grant); provided that (1) Mr. Hartnett complies with all of the terms of his Severance Agreement with the Company (including, without limitation, signing and delivering to the Company a Release of Claims (as defined in the Severance Agreement) satisfactory to the Company) and (2) Mr. Hartnett complies with all of the terms of his Employee Agreement with the Company. Nothing contained in this Amendment is intended to accelerate, increase or otherwise change the vesting of the Options.

2. Remaining Terms. Except as expressly set forth in Section 1 above regarding the period of exercisability of the Options, the terms and conditions of the Options shall remain in full force and effect and shall not be amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first set forth above.

PALM, INC.		C. JOHN HARTNETT
By:	/s/ Edward T. Colligan	/s/ C. John Hartnett
	Edward T. Colligan	C. John Hartnett
	President and CEO
Dated:	10/30/08	Dated:	10/30/08

EX-10.41

Exhibit 10.41

December 10, 2008

Dear Doug:

It is my pleasure to extend you an offer of employment with Palm, Inc. (“Palm”) to be located in Sunnyvale, California as Senior Vice President and Chief Financial Officer reporting directly to me.

Remuneration

Your annual salary will be $400,000.00 less standard deductions and will be paid semi-monthly. In addition, you will also be eligible to participate in the Palm discretionary cash bonus plan. Currently, the bonus plan offers you the opportunity to earn a target bonus amount of 50% of base salary; actual payouts are based on various factors, including company and individual performance, and are paid semi-annually.

Stock Options

Subject to approval by Palm’s board of directors or its designee, you will be eligible to receive a stock option grant of 350,000 Palm shares subject to the terms and conditions of the 1999 Palm Stock Plan. The option shares are priced at the closing stock price on the 6th day of the month (the “grant date”, regardless of whether a trading day) following the month (extending from the 2nd day of a calendar month through the 1st day of the next calendar month) that includes your effective hire date, or if the stock market is closed on that date, the closing stock price on the last trading day prior to that date. For example, if your effective hire date is between October 2nd and November 1st, your grant date will be November 6 and the option shares will be priced as of the close of trading on November 6; if November 6 is a Saturday, Sunday or holiday, then the option shares will be priced as of the close of trading on the last trading day prior to November 6, but your grant date will remain November 6. The option will vest over four years: 25% of the stock subject to the grant will vest on the one-year anniversary date of your grant date and the remaining stock subject to the grant will vest on a monthly basis thereafter.

Benefits

Palm offers a competitive complement of benefits, which currently includes 15 days of vacation beginning in your first year of service and 11 holidays, and an Employee Stock Purchase Program (ESPP).

This offer of employment and your continued employment with Palm are expressly contingent upon Palm receiving the following:

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

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

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

• Satisfactory references.

If your position requires exposure or access to export controlled or classified data, this offer is also contingent upon successful acquisition of any necessary licenses or security clearances. If a license is granted, then you must agree to abide by all conditions of any restrictions or riders to the license approval.

The terms and conditions of your proposed employment with Palm as stated in this letter supersede any previous representations concerning conditions of employment. While we are confident that we will have a mutually beneficial employment relationship, employment with Palm is voluntary and at-will. This means you are free to resign at any time. Similarly, Palm is free to terminate your employment, with or without cause or notice, at any time. Exceptions to this employment-at-will policy may be made only by a written agreement signed by a Palm officer.

This offer of employment is open for a period of 5 working days from the date of this letter. Please confirm your acceptance within this time period by signing below, proposing a start date and returning the signed offer letter along with signed agreements to Palm’s HR Staffing department.

Let me close by reaffirming our belief that the skills and background you bring to Palm will be instrumental to the future success of the Company. Palm believes that the single most important factor in our success has been our people. I look forward to working with you very soon.

Sincerely,

/s/ Edward T. Colligan

Edward T. Colligan

President & CEO

Palm, Inc.

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

/s/ Douglas Jefferies	December 10, 2008
Douglas Jeffries	Date

I propose a start date of Monday, December 29, 2008.

EX-10.42

Exhibit 10.42

AMENDMENT NO. 1 TO OPTION AGREEMENTS

December 16, 2008

This Amendment No. 1 to Option Agreements (this “Amendment”) is hereby entered into by and between Palm, Inc. (the “Company”) and Andrew J. Brown (“Mr. Brown”).

WHEREAS, Mr. Brown has been granted options by the Company as set forth on Schedule A attached hereto (the “Options”); and

WHEREAS, it is contemplated that Mr. Brown’s employment with the Company will terminate on or about February 27, 2009.

NOW, THEREFORE, the parties hereto agree as follows:

1. Exercisability of Options. Upon the termination of Mr. Brown’s employment with the Company, the Options, to the extent vested as of the date of Mr. Brown’s termination of employment with the Company (including any options that vest pursuant to the terms of Mr. Brown’s Severance Agreement with the Company to the extent that Mr. Brown is eligible for severance benefits under his Severance Agreement with the Company) will remain exercisable for a period of one (1) year following the date of Mr. Brown’s termination, but in no event will any Option be exercisable later than the expiration of the term of the relevant Option as set forth in the applicable option agreement and/or notice of grant); provided that (1) Mr. Brown complies with all of the terms of his Severance Agreement with the Company (including, without limitation, signing and delivering to the Company a Release of Claims (as defined in the Severance Agreement) satisfactory to the Company) and (2) Mr. Brown complies with all of the terms of his Employee Agreement with the Company. Nothing contained in this Amendment is intended to accelerate, increase or otherwise change the vesting of the Options.

2. Remaining Terms. Except as expressly set forth in Section 1 above regarding the period of exercisability of the Options, the terms and conditions of the Options shall remain in full force and effect and shall not be amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first set forth above.

PALM, INC.		ANDREW J. BROWN
By:	/s/ Edward T. Colligan	/s/ Andrew J. Brown
	Edward T. Colligan	Andrew J. Brown
	President and CEO
Dated:	12/16/08	Dated:	12/16/08

EX-10.43

Exhibit 10.43

Palm, Inc.

SEVERANCE AGREEMENT

This Severance Agreement was previously entered into by and between Palm, Inc. (the “Company”) and you,                             , and is hereby amended and restated effective as of                  ,              the “Effective Date”). This amended and restated Severance Agreement shall be referred to as this “Agreement.” For purposes of this Agreement, the “Company” shall include any parent or subsidiary of the Company, unless the context clearly requires otherwise.

This Agreement is intended to incentivize you to remain with the Company by providing you with certain severance benefits in the event that your employment with the Company terminates under certain circumstances. This Agreement also is intended to provide you with enhanced financial security in recognition of your past and future service to the Company.

1. Eligibility for Severance Benefits. You will be entitled to the payments and benefits described in Section 2 only if either (i) the Company terminates your employment for a reason other than Cause, death or Disability or (ii) you terminate your employment with the Company pursuant to a Voluntary Termination for Good Reason, and you

(a) sign and deliver to the Company a Release of Claims satisfactory to the Company, and

(b) comply with all of the terms of this Agreement, including (but not limited to) Section 7 regarding Non-Disclosure, Non-Disparagement, Non-Solicitation and Other Continuing Obligations;

provided, however, that in the event you are employed by a subsidiary of the Company that is involved in a Spin-Off (as defined in Section 8), then you shall not be deemed to have been terminated for Cause and you shall not be permitted to terminate pursuant to a Voluntary Termination for Good Reason and receive the benefits described hereunder on account of the Spin-Off, but rather such subsidiary shall be deemed to be a successor of the Company (as determined under Section 8) and this Agreement shall inure to the benefit of the parties described in Section 8.

Notwithstanding the preceding, if your termination of employment would qualify you for payments and benefits under your Management Retention Agreement with the Company dated as of even date herewith, you will receive neither the payments nor the benefits described in Section 2. Instead, you will receive the payments and benefits to which you are entitled under your Management Retention Agreement.

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2. Severance Benefits. If you meet the eligibility requirements described in Section 1, you will receive the following:

(a) Cash Payments. You will receive a cash payment equal to one hundred percent (100%) of your annual base salary in effect immediately prior to the date of your termination of employment (the “Termination Date”) (or, in the case of a Voluntary Termination for Good Reason pursuant to Section 4(c)(ii) of this Agreement, your annual base salary in effect immediately prior to the reduction that resulted in such Good Reason), less such deductions and withholdings required by law or authorized by you. This payment will be made in a lump sum on the Termination Date; provided, however, to the extent provided under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if such payment exceeds the lesser of (i) two (2) times the sum of your “annualized compensation” (as such term is used in the regulations to Code Section 409A) based on the annual rate of pay for services you provided to the Company for the taxable year or (ii) two (2) times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), then you will receive a lump sum payment equal to the limit imposed by Section 409A (under (i) or (ii) above, as applicable) on the Termination Date. The sum in excess of the limit imposed by Section 409A will be paid in a lump sum promptly following the six (6) month anniversary of the Termination Date.

(b) Equity Award Vesting. Except as expressly addressed in Sections 2(c) and 2(d) below, any shares covered by Company equity awards, whether granted to you before, on or after the Effective Date that are unvested and unexpired on the Termination Date, except for equity awards that vest with a contingency based on the achievement of a performance objective or objectives or that have their vesting accelerate upon the achievement of a performance objective or objectives, will become vested and exercisable on the Termination Date if the shares otherwise would have vested (solely by virtue of your continued employment with the Company and not, directly or indirectly, due to a Change of Control of the Company as defined in your Management Retention Agreement) during the one-year (1-year) period commencing on the Termination Date. Any equity awards that vest based on a combination of one or more performance objectives all of which have been met as of the Termination Date and a time-based vesting schedule will be treated for purposes of this paragraph as if they vested solely on a time-based vesting schedule. Any other unvested equity awards will be forfeited on the Termination Date.

(c) Lapse of Restrictions on Restricted Stock. Fifty percent (50%) of any shares of stock that you have purchased from the Company that remain subject to a right of repurchase on the Termination Date will vest on the Termination Date and the Company’s right of repurchase will terminate on that date, except for shares that vest and for which the Company’s right of repurchase terminates with a contingency based on the achievement of a performance objective or objectives or that have their vesting accelerate and for which the Company’s right of repurchase terminates upon the achievement of a performance objective or objectives. Any shares of stock that have a right of repurchase that lapses based on a combination of one or more performance objectives all of which have been met as of the Termination Date and a time-based vesting schedule will be treated for purposes of this paragraph as if they vested solely on a time-based vesting schedule.

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(d) Acceleration of Restricted Stock Units. Fifty percent (50%) of any unvested restricted stock units (also known as performance shares) with respect to Company stock that are unvested and unexpired on the Termination Date will vest and be paid on the Termination Date, except for restricted stock units that vest with a contingency based on the achievement of a performance objective or objectives or that have their vesting accelerate upon the achievement of a performance objective or objectives. Any restricted stock units that vest based on a combination of one or more performance objectives all of which have been met as of the Termination Date and a time-based vesting schedule will be treated for purposes of this paragraph as if they vested solely on a time-based vesting schedule.

(e) Other Benefits. The Company will provide you with medical, dental and vision benefits coverage during the one-year (1-year) period beginning on the Termination Date, but only if you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. For the duration of the one-year (1-year) period, the Company will pay the COBRA premiums otherwise payable by you (and your eligible dependents). After the one-year (1-year) period, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums (or those of your eligible dependents).

(f) Accrued Wages and Paid Time Off; Expenses. The Company will pay you: (i) any unpaid base salary due for periods prior to the Termination Date, (ii) all of your accrued and unused paid time off (“PTO”) through the Termination Date, and (iii) following your submission of proper expense reports, the total unreimbursed amount of all expenses incurred by you in your duties of employment with the Company that are reimbursable in accordance with the Company’s then-existing policies. These payments will be made promptly upon your employment termination and within the period of time mandated by law.

3. Other Terminations of Employment. If your employment with the Company is terminated by the Company for Cause, death or Disability, or if you voluntarily terminate your employment other than pursuant to a Voluntary Termination for Good Reason, you will not be entitled to receive any of the payments or benefits described in Section 2 of this Agreement. However, you may be eligible for benefits as may separately be provided under another of the Company’s severance and benefit plans and policies on the Termination Date. In addition, the Company will pay you: (i) any unpaid base salary due for periods prior to the Termination Date, (ii) all of your accrued and unused PTO through the Termination Date, and (iii) following your submission of proper expense reports, the total unreimbursed amount of all expenses incurred by you in your duties of employment with the Company that are reimbursable in accordance with the Company’s then-existing policies. These payments will be made promptly upon your employment termination and within the period of time mandated by law.

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4. Definition of Terms. The following terms used in this Agreement shall have the following meanings:

(a) Cause. “Cause” means: (i) your willful dishonesty or fraud with respect to the business affairs of the Company; (ii) your intentional falsification of any employment or Company records; (iii) your misappropriation of or intentional damage to the business or property of the Company, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of the Company (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of the Company); (iv) your conviction (including any plea of guilty or nolo contendere) of a felony that, in the judgment of the Board of Directors of Palm, Inc. (the “Board”) (excluding you) or its Compensation Committee, materially impairs your ability to perform your duties for the Company or adversely affects the Company’s reputation or standing in the community; or (v) your refusal to perform any assigned duties reasonably expected of a person in your position after your receipt of written notice by the Chief Executive Officer or Executive Chairman of Palm, Inc. of such refusal and a reasonable opportunity to cure (as described below).

You shall be given written notice by the Company of its intention to terminate you for Cause, which notice (i) shall state with particularity the grounds on which the proposed termination for Cause is based and (ii) shall be given no later than ninety (90) days after the occurrence of the event giving rise to such grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of Palm, Inc. (excluding you) of such grounds). The termination shall be effective upon your receipt of such notice; provided, however, that with respect to subsection (v) hereof, you shall have thirty (30) days after receiving such notice in which to cure any refusal to perform (to the extent such cure is possible). If you fail to cure such failure to perform within such thirty-day (30-day) period, your employment with the Company shall thereupon be terminated for Cause.

(b) Disability. “Disability” means that you have been unable to perform your duties as an employee of the Company as the result of your incapacity due to physical or mental illness, and such incapacity can be expected to either (i) result in death or (ii) last for a continuous period of not less than twelve (12) months from the initial date of such incapacity. Disability shall be determined at least sixty (60) days after the commencement of the incapacity by a physician selected by the Company or its insurers and acceptable to you or your legal representative (such agreement as to acceptability shall not to be unreasonably withheld or delayed). Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate your employment. In the event that you resume the performance of substantially all of your duties hereunder before the termination of your employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

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(c) Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” means your voluntary resignation within a period not to exceed six (6) months after the initial occurrence of any of the following (each a “Good Reason”): (i) a material reduction of your duties, title, authority or responsibilities (but excluding a change in reporting relationships unaccompanied by a material reduction in your duties, title, authority or responsibilities) relative to your duties, title, authority or responsibilities as in effect on the date of this Agreement or immediately prior to such reduction; (ii) a material reduction by the Company in your base salary as in effect on the date of this Agreement or immediately prior to such reduction; (iii) your relocation to a facility or working location more than thirty-five (35) miles from your facility or working location at such time; (iv) a material reduction by the Company in the aggregate level of employee benefits to which you were entitled on the date of this Agreement or immediately prior to such reduction (other than a reduction that generally applies to Company employees); (v) the failure of the Company to obtain the assumption of this Agreement by any successor; or (vi) the material breach by the Company of this Agreement or your Offer Letter. You must provide the Company a written notice of the occurrence of the foregoing conditions no later than ninety (90) days after the initial existence of such conditions. The Company may remedy the above condition(s) during the thirty-day (30-day) period following the receipt of such notice from you and upon so doing, a termination pursuant to a Voluntary Termination for Good Reason shall be deemed not to have occurred.

(d) Release of Claims. “Release of Claims” means a waiver by you of all employment-related obligations of the Company and all claims and causes of action against the Company and customary related persons.

5. Term of Agreement. This Agreement will have an initial term of one (1) year. On each anniversary of the Effective Date, this Agreement automatically will renew for an additional term of one (1) year unless at least six (6) months prior to such anniversary, you or the Company gives the other party written notice that this Agreement will not be renewed. If you have a termination of employment that entitles you to receive the payments and benefits described in Section 2, this Agreement will not terminate until all of your and the Company’s obligations under this Agreement have been satisfied. If you have a termination of employment that does not entitle you to receive the payments and benefits described in Section 2, this Agreement will terminate on the date you terminate employment.

6. At-Will Employment. The Company and you acknowledge that your employment is and will continue to be at will, as defined under applicable law, and may be terminated by either party at any time, with or without cause or notice.

7. Non-Disclosure, Non-Disparagement, Non-Solicitation and Other Continuing Obligations. In consideration of any severance benefits you receive hereunder, (i) you agree to continue to abide by the terms of the Employee Agreement and any related agreements that you executed in connection with your employment with the Company (including, but not limited to, the confidentiality, return of confidential information and other materials, invention assignment and non-solicitation provisions) and (ii) you agree, for a period of one (1) year, not to make any

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communications or engage in any conduct that is or can reasonably be construed to be disparaging of the Company, its business, its products or any director, officer or other employee of the Company. For a period of one (1) year, the Company agrees to inform its “officers,” as that term is defined in 17 C.F.R. § 240.16a-l(f), not to make any communications or engage in any conduct that is or can reasonably be construed to be disparaging of you.

8. Assignment. This Agreement will be binding on and become of advantage to (a) your heirs, executors and legal representatives upon your death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means (i) any person, firm, corporation or other business entity that at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company or (ii) any subsidiary of Palm, Inc. that ceases to be such as the result of Palm, Inc. distributing the securities of such subsidiary to the stockholders of Palm, Inc. (a “Spin-Off”). None of your rights to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of your right to compensation or other benefits will be null and void.

9. Notices.

(a) General. All notices, requests, demands and other communications called for by this Agreement will be in writing and will be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well-established commercial overnight service or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Palm, Inc.

950 W. Maude Avenue

Sunnyvale, CA 94085

Attn: General Counsel

If to you:

at your last residential address known by the Company.

(b) Notice of Termination. Any termination by the Company for Cause or by you pursuant to a Voluntary Termination for Good Reason as contemplated by Section 1 of this Agreement shall be communicated by a notice of termination to the other party hereto given in accordance with Section 4(a) or 4(c) of this Agreement, as applicable, and Section 9(a) of this

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Agreement. Such notice will indicate the specific termination provision in this Agreement relied on, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the date of your employment termination (which will not be more than thirty (30) days after the giving of such notice, provided that such termination date will be tolled as necessary to comply with any cure period under Section 4(a) or 4(c), as applicable). Any failure on your part to include in the notice any fact or circumstance that contributes to a showing of Good Reason will not waive any of your rights under this Agreement or prevent you from asserting that fact or circumstance in enforcing this Agreement.

10. Severability. The parties hereto expressly agree and contract that it is not the intention of any of them to violate any public policy, statutory or common laws, rules, regulations, treaties or decisions of any government or agency thereof. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without being impaired or invalidated in any way. The invalid portion of this Agreement shall be deemed to conform to a valid provision most closely approximating the intent of the invalid provision or, if such conformity is not possible, then the invalid part shall be deemed not to be a part of this Agreement at all.

11. Entire Agreement. This Agreement, your Management Retention Agreement, your Employee Agreement and the agreements evidencing any Company equity awards granted to you represent the entire agreement and understanding between the Company and you concerning your severance arrangements with the Company, and supersede and replace any and all prior agreements and understandings concerning your severance arrangements with the Company.

12. Arbitration.

(a) General. In consideration of your service to the Company, its promise to arbitrate all employment-related disputes and your receipt of the compensation, pay raises and other benefits paid to you by the Company, at present and in the future, you agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your service to the Company or the termination of your service with the Company under this Agreement or otherwise, including (but not limited to) any breach of this Agreement but excluding any controversies, claims, or disputes arising out of your Management Retention Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to California law. Disputes that you agree to arbitrate, and for which you thereby agree to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. You further understand that this agreement to arbitrate also applies to any disputes that the Company may have with you.

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(b) Procedure. You agree that any arbitration will be administered by the American Arbitration Association (the “AAA”) and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes or the California Code of Civil Procedure. You agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. You agree that the arbitrator shall issue a written decision on the merits. You also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. You understand that the Company will pay for any administrative or hearing fees charged by the arbitrator or the AAA except that you shall pay the first two hundred dollars ($200.00) of any filing fees associated with any arbitration you initiate. You agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA’s National Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules shall take precedence.

(c) Remedy. Except as provided by the Rules or as otherwise provided in this Agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between you and the Company. Accordingly, except as provided for by the Rules, neither you nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding this, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted.

(d) Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, you agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement (including, but not limited to, Section 7 regarding Non-Disclosure, Non-Disparagement, Non-Solicitation and Other Continuing Obligations) or any other agreement regarding trade secrets, confidential information, nonsolicitation or California Labor Code § 2870. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

(e) Administrative Relief. You understand that this Agreement does not prohibit you from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does, however, preclude you from pursuing court action regarding any such claim.

(f) Voluntary Nature of Agreement. You acknowledge and agree that you are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. You further acknowledge and agree that you have carefully read this Agreement and that you have asked any questions needed for you to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that you are waiving your right to a jury trial. Finally, you agree that you have been provided an opportunity to seek the advice of an attorney of your choice before signing this Agreement.

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13. Amendment; Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by you and by an authorized officer of Palm, Inc. (other than you). No waiver by either party of any breach of, or compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

14. Withholding. The Company is authorized to withhold, or cause to be withheld, from any payment or benefit under this Agreement the full amount of any applicable withholding taxes.

15. Governing Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

16. Acknowledgment. You acknowledge that you have had the opportunity to discuss this matter with and obtain advice from your private attorney, have had sufficient time to and have carefully read and fully understand all the provisions of this Agreement, and are knowingly and voluntarily entering into this Agreement.

17. No Duty to Mitigate. You shall not be required to mitigate the value of any benefits contemplated by this Agreement, nor shall any such benefits be reduced by any earnings or benefits that you may receive from any other source.

18. Effect of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date your employment with the Company terminates, or at such other time that the Company determines to be relevant, you are a “specified employee” (as such term is defined under Section 409A of the Code) of the Company and (ii) that any payments to be provided to you pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of your “separation from service” (as such term is defined under Section 409A of the Code) with the Company or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. In addition, if any provision of this Agreement would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the respective dates set forth below:

[NAME]
	Date:                          ,
PALM, INC.
	Date:                          ,
Name:
Title:

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EX-10.44

Exhibit 10.44

Palm, Inc.

MANAGEMENT RETENTION AGREEMENT

This Management Retention Agreement was previously entered into by and between Palm, Inc. (the “Company”) and                              (the “Employee”), and is hereby amended and restated effective as of                      ,              (the “Effective Date”). This amended and restated Management Retention Agreement shall be referred to as this “Agreement.” For purposes of this Agreement, the “Company” shall include any parent or subsidiary of the Company, unless the context clearly requires otherwise.

R E C I T A L S

A. It is expected that the Company from time to time may consider a Change of Control (as defined below). The Board of Directors of Palm, Inc. (the “Board”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with an incentive to continue his or her employment and to motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

C. The Board believes that it is imperative to provide the Employee with severance benefits upon the Employee’s termination of employment preceding or following a Change of Control that provides the Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

D. Certain capitalized terms used in this Agreement are defined in Section 5 below.

The parties hereto agree as follows:

1. Term of Agreement. This Agreement shall terminate upon the date that all obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment. The Company and the Employee acknowledge that the Employee’s employment is and shall continue to be at will, as defined under applicable law, and may be terminated by either party at any time, with or without cause or notice.

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3. Change of Control Benefits.

(a) Involuntary Termination other than for Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With a Change of Control. If, on or within three (3) months prior to or thirteen (13) months following a Change of Control, the Employee’s employment with the Company is terminated (i) involuntarily by the Company other than for Cause, death or Disability or (ii) by the Employee pursuant to a Voluntary Termination for Good Reason ((i) and (ii) collectively referred to herein as a “Triggering Event”), then, subject to the Employee entering into a standard form of mutual release of claims with the Company, the Company shall provide the Employee with the following benefits upon such termination:

(i) Severance Payment. A lump-sum cash payment in an amount equal to one hundred percent (100%) of the Employee’s Annual Compensation, which shall be paid promptly following such termination of employment.

(ii) Continued Employee Benefits. Company-paid medical, dental, vision and life insurance coverage at the same level of coverage as was provided to such Employee immediately prior to the Change of Control or Triggering Event, whichever is higher (the “Company-Paid Coverage”), and at the same ratio of Company premium payment to the Employee premium payment as was in effect under the Company-Paid Coverage. If the Employee’s dependents were included under the Company-Paid Coverage, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (A) eighteen (18) months from the date of termination or (B) the date upon which the Employee and his or her dependents become covered under another employer’s group medical, dental, vision or life insurance plans that provide the Employee and his or her dependents with comparable benefits and levels of coverage. For purposes of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event” for the Employee and his or her dependents shall be the date upon which the Triggering Event occurs, and each month of Company-Paid Coverage provided hereunder shall offset a month of continuation coverage otherwise due under COBRA.

(iii) Pro-Rated Bonus Payment. With respect to the fiscal year in which a Triggering Event occurs, to the extent not already paid in such fiscal year, a lump-sum cash payment equal to one hundred percent (100%) of the higher of (A) the Employee’s target bonus in effect for the fiscal year in which the Change of Control occurs or (B) the Employee’s target bonus in effect for the fiscal year in which the Triggering Event occurs, pro-rated by multiplying such bonus amount in clause (A) or (B), as applicable, by a fraction, the numerator of which shall be the number of days prior to the Employee’s termination during such fiscal year, and the denominator of which shall be three hundred and sixty-five (365).

(iv) Code Section 409A. Notwithstanding the foregoing, if the aggregate benefits payable under Sections 3(a)(i) and 3(a)(iii) hereof exceed the lesser of (i) two times the sum of the Employee’s “annualized compensation” (as such term is used in the regulations to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), based on the annual rate of pay for services provided to the Company for the taxable year, or (ii) two times the maximum

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amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), then the Employee shall receive a lump sum payment equal to the limit imposed by Section 409A (under (i) or (ii) above, as applicable) promptly following the Employee’s termination of employment and the sum of the benefits payable under Sections 3(a)(i) and 3(a)(iii) in excess of the limit imposed by Section 409A shall be paid in a lump sum cash payment promptly following the six-month (6-month) anniversary of the Employee’s termination of employment.

(v) Equity Compensation Accelerated Vesting. One hundred percent (100%) of the unvested portion of any stock options, restricted stock, restricted stock units (also known as performance shares) or other Company equity compensation held by the Employee shall be automatically accelerated in full (and, as applicable, the Company’s right of repurchase shall terminate) so as to become completely vested and shall be immediately paid or issued, as the case may be (except for any stock options, the underlying shares of which shall be issued upon exercise), less any applicable withholding tax.

Notwithstanding the foregoing, in the event the Employee is employed by a subsidiary of the Company at the time of a Spin-Off of such subsidiary, then the Employee shall not be deemed to have been terminated for Cause nor shall the Employee be permitted to terminate his or her employment pursuant to a Voluntary Termination for Good Reason and receive the benefits provided for in this Section 3(a) as a result of such Spin-Off, but rather the Former Subsidiary shall assume the obligations under this Agreement as provided for in Section 7.

(b) Voluntary Resignation; Termination for Cause. If the Employee’s employment with the Company terminates by reason of the Employee’s voluntary resignation (and is not a Voluntary Termination for Good Reason), or if the Employee is terminated for Cause, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may separately be provided under another of the Company’s then-existing severance and benefits plans or pursuant to other written agreements with the Company.

(c) Disability; Death. If the Employee’s employment with the Company terminates as a result of the Employee’s Disability, or if the Employee’s employment is terminated due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may separately be provided under another of the Company’s then-existing severance and benefits plans or pursuant to other written agreements with the Company.

(d) Termination Apart from Change of Control. In the event the Employee’s employment is terminated for any reason, either more than three (3) months prior to the occurrence of a Change of Control or after the thirteen (13) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may separately be provided under another of the Company’s then-existing severance and benefits plans or pursuant to other written agreements with the Company, including the Employee’s Severance Agreement. Any severance payments or severance benefits provided to the Employee by the Company in connection with the same termination of employment under another then-existing severance or benefits plan or pursuant to another written agreement with the Company shall reduce the Company’s obligation hereunder, if any, by an equivalent amount (but not below zero).

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4. Golden Parachute Excise Tax.

(a) In the event that the benefits provided for in this Agreement or otherwise provided by the Company to the Employee (including, but not by way of limitation, any accelerated vesting on equity awards) (the “Total Payments”) would subject the Employee to an excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Company will pay the Employee (i) an amount sufficient to pay the Excise Tax and (ii) an additional amount sufficient to pay the Excise Tax and federal, state and local income and employment taxes arising from the payments made by the Company pursuant to Section 4(a)(i). Any amount required to be paid to the Employee pursuant to the preceding sentence shall be referred to as the “Gross-Up Payment.”

(b) The determination of the Employee’s Excise Tax liability and the amount, if any, required to be paid under this Section 4 will be made in writing by (i) the Company’s independent auditors, (ii) one of the four (4) largest United States accounting firms, or (iii) an accounting firm mutually agreed to by the Employee and the Company (the “Accountants”). For purposes of making the calculations required by this Section 4, the Employee shall be deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company will pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

(c) The Accountants shall promptly determine the Gross-Up Payment after the Employee’s termination of employment (but in no event later than fifteen (15) days after the termination). The Gross-Up Payment shall be paid to the Employee within five (5) days after such Accountants’ determination. In addition, the Accountants shall make a determination of any Gross-Up Payment prior to the Employee’s termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis at that time for believing that he or she may be entitled to a Gross-Up Payment under this Agreement. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be too large or small, the following rules shall apply. If the initial Gross-Up Payment was too small, the Company shall promptly make an additional payment to the Employee equal to the shortfall plus any interest, penalties or additional amounts payable by the Employee with respect thereto. If the initial Gross-Up Payment is too large, then the Employee shall repay the amount of the excess to the Company plus interest on the amount of such repayment at one hundred and twenty percent (120%) of the applicable federal rate provided in section 1274 of the Code, but only to the extent that such repayment by the Employee would result in a dollar-for-dollar reduction in the Employee’s taxable income and wages for purposes of federal, state and local income and employment taxes. The Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments and associated income taxes, penalties and interest.

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5. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a) Annual Compensation. “Annual Compensation” shall mean an amount equal to the sum of (i) the Employee’s annual base salary and (ii) one hundred percent (100%) of the Employee’s Target Bonus as in effect in each case on the date of the Change of Control or the Triggering Event, whichever is higher.

(b) Target Bonus. “Target Bonus” shall mean the Employee’s annual bonus, assuming one hundred percent (100%) “on target” satisfaction of any objective or subjective performance milestones.

(c) Cause. “Cause” means: (i) the Employee’s willful dishonesty or fraud with respect to the business affairs of the Company; (ii) the Employee’s intentional falsification of any employment or Company records; (iii) the Employee’s misappropriation of or intentional damage to the business or property of the Company, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of the Company (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of the Company); (iv) the Employee’s conviction (including any plea of guilty or nolo contendere) of a felony that, in the judgment of the Board (excluding the Employee) or its Compensation Committee, materially impairs his or her ability to perform his or her duties for the Company or adversely affects the Company’s reputation or standing in the community; or (v) the Employee’s refusal to perform any assigned duties reasonably expected of a person in his or her position after the Employee’s receipt of written notice by the Chief Executive Officer or Executive Chairman of Palm, Inc. of such refusal and a reasonable opportunity to cure (as described below).

The Employee shall be given written notice by the Company of its intention to terminate the Employee for Cause, which notice (i) shall state with particularity the grounds on which the proposed termination for Cause is based and (ii) shall be given no later than ninety (90) days after the occurrence of the event giving rise to such grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of Palm, Inc. (excluding the Employee) of such grounds). The termination shall be effective upon the Employee’s receipt of such notice; provided, however, that with respect to subsection (v), the Employee shall have thirty (30) days after receiving such notice in which to cure any refusal to perform (to the extent such cure is possible). If the Employee fails to cure such refusal to perform within such thirty-day (30-day) period, the Employee’s employment with the Company shall thereupon be terminated for Cause.

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(d) Change of Control. “Change of Control” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities who is not already such as of the Effective Date of this Agreement; or

(ii) The consummation of the sale, exchange, lease or other disposition by the Company of all or substantially all the Company’s assets to a person or group of related persons (excluding any Company subsidiary), as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, in one transaction or a series of related transactions; or

(iii) The consummation of a merger, reorganization, recapitalization, consolidation, or similar transaction of the Company with any other corporation or other business entity, in one transaction or a series of related transactions, other than a merger, reorganization, recapitalization, consolidation or other similar transaction which would result in the persons who held the voting securities of the Company outstanding immediately prior thereto continuing to hold voting securities that represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger, reorganization, recapitalization, consolidation or other similar transaction (excluding any voting securities of the Company beneficially owned immediately prior thereto by that business entity engaging in the merger, reorganization, recapitalization, consolidation or similar transaction with the Company or any person who is an affiliate of such business entity immediately prior to the consummation of such merger, reorganization, recapitalization, consolidation or other similar transaction); or

(iv) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of Palm, Inc. as of the date upon which this Agreement was entered into, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) of this Section 5(d) or in connection with an actual or threatened proxy contest relating to the election of directors to Palm, Inc.; provided, however, that no individual shall be considered an Incumbent Director if such individual initially assumed office as a result of an actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Proxy Contest.

(e) Disability. “Disability” shall mean that the Employee has been unable to perform his or her duties for the Company as the result of his or her incapacity due to physical or mental illness, and such incapacity can be expected to either (i) result in his or her death or (ii) last for a continuous period of not less than twelve (12) months from the initial date of such incapacity. Disability shall be determined at least sixty (60) days after the commencement of the incapacity by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s

6

legal representative (such agreement as to acceptability not to be unreasonably withheld or delayed). Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate the Employee’s employment. In the event that the Employee resumes the performance of substantially all of his or her duties hereunder before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

(f) Former Subsidiary. “Former Subsidiary” shall mean any subsidiary of the Company that ceases to be such due to a Spin-Off.

(g) Spin-Off. “Spin-Off” shall mean the distribution of the securities of a subsidiary of Palm, Inc. to its stockholders at a time when Palm, Inc. owns at least eighty percent (80%) of such subsidiary’s securities.

(h) Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” means the Employee’s voluntary resignation after the initial occurrence of any of the following: (i) a material reduction of the Employee’s duties, title, authority or responsibilities (but excluding a change in reporting relationships unaccompanied by a material reduction in the Employee’s duties, title, authority or responsibilities) relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to the Change of Control or immediately prior to such reduction; (ii) a material reduction by the Company in the Employee’s base salary as in effect immediately prior to the Change of Control or immediately prior to such reduction; (iii) the Employee’s relocation to a facility or working location more than thirty-five (35) miles from the Employee’s facility or working location at such time; (iv) a material reduction by the Company in the aggregate level of employee benefits to which the Employee was entitled immediately prior to the Change of Control or immediately prior to such reduction (other than a reduction that generally applies to Company employees); (v) the failure of the Company to obtain the assumption of this Agreement by any successor contemplated in Section 7(a) below; or (vi) the material breach by the Company of this Agreement or the Employee’s Offer Letter. The Employee must provide the Company a written notice of the occurrence of the foregoing conditions no later than ninety (90) days after the initial existence of such conditions. The Company may remedy the above condition(s) during the thirty (30) day period following the receipt of such notice from the Employee and upon so doing, a termination pursuant to a Voluntary Termination for Good Reason shall be deemed not to have occurred.

6. Non-Disclosure, Non-Solicitation and Other Continuing Obligations. In consideration of any severance benefits the Employee receives hereunder, the Employee agrees to continue to abide by the terms of the Employee Agreement and any related agreements that he or she executed in connection with his or her employment with the Company (including, but not limited to, the confidentiality, return of confidential information and other materials, invention assignment and non-solicitation provisions).

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7. Assignment.

(a) Company’s Successors / Former Subsidiary. Any successor to the Company (whether direct or indirect and whether by purchase, merger, reorganization, recapitalization, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets or any Former Subsidiary shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include (i) any such successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law or (ii) a Former Subsidiary.

(b) Employee’s Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Notice.

(a) General. All notices, requests, demands and other communications called for by this Agreement will be in writing and will be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well-established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Palm, Inc.

950 W. Maude Avenue

Sunnyvale, CA 94085

Attn: General Counsel

If to the Employee:

at his or her last residential address known by the Company.

(b) Notice of Termination. Any termination of the Employee by the Company for Cause or by the Employee pursuant to a Voluntary Termination for Good Reason as contemplated by Section 3(a) of this Agreement shall be communicated by a notice of termination to the other party hereto given in accordance with Section 5(c) or 5(h) of this Agreement, as applicable, and Section 8(a) of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied on, shall set forth in reasonable detail the facts and circumstances claimed to

8

provide a basis for termination under the provision so indicated, and shall specify the termination date (which shall be not more than thirty (30) days after the giving of such notice, provided that such termination date will be tolled as necessary to comply with any cure period under Section 5(c) or 5(h), as applicable). The failure by the Employee to include in the notice any fact or circumstance which contributes to a showing of Voluntary Termination for Good Reason shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his or her rights hereunder.

9. Miscellaneous Provisions.

(a) No Duty to Mitigate. The Employee shall not be required to mitigate the value of any benefits contemplated by this Agreement, nor shall any such benefits be reduced by any earnings or benefits that the Employee may receive from any other source.

(b) Amendment; Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by two (2) authorized officers of Palm, Inc. (other than the Employee). No waiver by either party of any breach of, or compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Entire Agreement. This Agreement, the Employee’s Severance Agreement, the Employee’s Employee Agreement and the agreements evidencing any Company equity awards granted to the Employee represent the entire agreement and understanding between the Company and the Employee concerning the Employee’s severance arrangements with the Company and supersede and replace any and all prior agreements and understandings concerning the Employee’s severance arrangements with the Company.

(d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (with the exception of conflict of laws provisions).

(e) Severability. The parties hereto expressly agree and contract that it is not the intention of any of them to violate any public policy, statutory or common laws, rules, regulations, treaties or decisions of any government or agency thereof. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without being impaired or invalidated in any way. The invalid portion of this Agreement shall be deemed to conform to a valid provision most closely approximating the intent of the invalid provision, or, if such conformity is not possible, then the invalid part shall be deemed not to be a part of this Agreement at all.

(f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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(g) Legal Fees. To the extent permitted by law, the Company shall pay all legal fees, costs of litigation, prejudgment interest and other expenses incurred in good faith by the Employee as a result of the Company’s refusal to provide the benefits to which the Employee becomes entitled under this Agreement, including without limitation, the Employee’s contesting the interpretation of Cause under this Agreement; provided, however, that if the Company prevails on all material issues of dispute in connection with such legal action, then the Company shall not be obligated to reimburse the Employee for any such fees and expenses. The Employee shall not be liable for the Company’s fees or costs related to any such litigation.

10. Effect of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Employee’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Employee is a “specified employee” (as such term is defined under Section 409A) of the Company and (ii) that any payments to be provided to the Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after date of the Employee’s “separation from service” (as such term is defined under Section 409A of the Code) with the Company or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. In addition, if any provision of this Agreement would cause the Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

PALM, INC.

By:

Name: 

Title:

Date:

[EMPLOYEE]

Date:

11

EX-10.45

Exhibit 10.45

SECURITIES PURCHASE AGREEMENT

between

ELEVATION PARTNERS, L.P.

and

PALM, INC.

Dated as of December 22, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS & INTERPRETATIONS		2
1.1	Certain Definitions	2
1.2	Additional Definitions	9
1.3	Certain Interpretations	10
ARTICLE II THE TRANSACTION		10
2.1	Purchase and Sale	10
2.2	Closing	11
2.3	Requested Post-Closing Transfer	11
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		14
3.1	Authorization	14
3.2	Non-Contravention and Required Consents	15
3.3	Required Governmental Approvals	15
3.4	Organization and Standing	15
3.5	Subsidiaries	16
3.6	Capitalization	16
3.7	Offering Valid	18
3.8	Company SEC Reports	18
3.9	Company Financial Statements	19
3.10	No Undisclosed Liabilities	19
3.11	Absence of Certain Changes	20
3.12	Material Contracts	20
3.13	Title and Sufficiency of Properties and Assets; Liens, Condition, Etc.	20
3.14	Intellectual Property	21
3.15	Tax Matters	22
3.16	Company Plans	23
3.17	Permits	24
3.18	Compliance with Laws	24
3.19	Environmental Matters	25
3.20	Litigation	25
3.21	Insurance	25
3.22	Related Party Transactions	26
3.23	Brokers	26
3.24	Company Rights Agreement	26
3.25	State Anti-Takeover Statutes	26
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ELEVATION		26
4.1	Organization	26
4.2	Authorization	27
4.3	Non-Contravention and Required Consents	27
4.4	Required Governmental Approvals	27

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TABLE OF CONTENTS

(Continued)

		Page
4.5	Litigation	28
4.6	Purchase Entirely for Own Account	28
4.7	Accredited Investor; Investment Experience	28
4.8	Restricted Securities	28
4.9	Stockholders’ Agreement	29
4.10	Legends	29
4.11	Brokers	29
4.12	Sufficient Funds	29
ARTICLE V COVENANTS OF THE PARTIES		29
5.1	Interim Conduct of Business	29
5.2	Rights Plan	31
5.3	Reasonable Best Efforts to Complete	31
5.4	Anti-Takeover Laws	31
5.5	Notification of Certain Matters	31
5.6	Public Statements and Disclosure	32
5.7	Confidentiality	32
5.8	Section 16 Matters	32
5.9	Capital	32
5.10	Series B Preferred Stock Certificate of Designation Amendment	32
5.11	Allocation of Purchase Price	33
5.12	Series B Stockholders Agreement	33
ARTICLE VI CONDITIONS TO THE CLOSING		33
6.1	Conditions Precedent to Each Party’s Obligations to Consummate the Closing	33
6.2	Conditions Precedent to the Obligations of Elevation	34
6.3	Conditions Precedent to the Obligations of the Company	35
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER		36
7.1	Termination	36
7.2	Notice of Termination; Effect of Termination	37
7.3	Fees and Expenses	37
7.4	Amendment	37
7.5	Extension; Waiver	37
ARTICLE VIII GENERAL PROVISIONS		37
8.1	Survival of Representations, Warranties and Covenants	37
8.2	Notices	38
8.3	Assignment	39
8.4	Entire Agreement	39
8.5	Third Party Beneficiaries	39
8.6	Severability	39
8.7	Remedies	39
8.8	No Recourse	40

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TABLE OF CONTENTS

(Continued)

		Page
8.9	Governing Law	40
8.10	Consent to Jurisdiction	40
8.11	WAIVER OF JURY TRIAL	40
8.12	Company Disclosure Letter References	41
8.13	Counterparts	41

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TABLE OF CONTENTS

(Continued)

Exhibits

A – Certificate of Designation

B – Form of Warrant

C – Amended and Restated Registration Rights Agreement

D – Amended and Restated Stockholders’ Agreement

E – Rights Agreement Amendment

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2008 between Elevation Partners, L.P., a Delaware limited partnership (“Elevation”) and Palm, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I, unless otherwise defined herein.

W I T N E S S E T H:

WHEREAS, the parties contemplate a transaction pursuant to which, upon the terms and subject to the conditions set forth in this Agreement, the Company will sell and issue to Elevation 100,000 detachable units (each, a “Unit” and collectively, the “Purchased Units”) for a purchase price of $1,000 per Unit (the “Transaction”), which Units are each comprised of (i) one (1) newly-issued share of Company Series C Preferred Stock (all such shares purchased by Elevation or permitted assignee hereto, collectively, the “Purchased Shares”), the rights, preferences and privileges of which are to be set forth in a Certificate of Designation, the form of which is attached hereto as Exhibit A (the “Certificate of Designation”), and (ii) warrants for the purchase of 70 shares of Company Common Stock (all such warrants purchased by Elevation or permitted assignee hereto, collectively, the “Purchased Warrants”), the form of which is attached hereto as Exhibit B (the “Warrant”), for an aggregate purchase price of $100,000,000 to be paid in two installments as provided herein.

WHEREAS, the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for the Transaction in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), upon the terms and subject to the conditions set forth herein, and (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the DGCL upon the terms and conditions contained herein.

WHEREAS, Elevation has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with applicable Law upon the terms and conditions contained herein.

WHEREAS, as a condition to the consummation of the Transaction, the Company and Elevation will enter into the Amended and Restated Stockholders’ Agreement and the Amended and Restated Registration Rights Agreement on the Closing Date.

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Elevation to enter into this Agreement, the Company and Computershare Trust Company of New York are entering into an amendment (the “Rights Agreement Amendment”) to that certain Preferred Stock Rights Agreement, dated as of September 25, 2000, as amended (the “Company Rights Agreement”), so as to render the rights issued thereunder inapplicable to this Agreement and the transactions contemplated hereby.

WHEREAS, Elevation and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Investment and to prescribe certain conditions with respect to the consummation of the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Elevation and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS & INTERPRETATIONS

1.1 Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings:

(a) “Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(b) “Amended and Restated Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement to be dated as of the Closing Date between the Company and Elevation in substantially the form attached hereto as Exhibit C.

(c) “Amended and Restated Stockholders’ Agreement” means that certain Amended and Restated Stockholders’ Agreement to be dated as of the Closing Date between the Company and Elevation in substantially the form attached hereto as Exhibit D.

(d) “Antitrust Law” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in each case that are applicable to the transactions contemplated by this Agreement.

(e) “Business Day” shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or New York or is a day on which banking institutions located in the States of California or New York are authorized or required by Law or other governmental action to close.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

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(g) “Company Balance Sheet” shall mean the consolidated balance sheet of the Company and its Subsidiaries as of August 29, 2008.

(h) “Company Board” shall mean the Board of Directors of the Company.

(i) “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

(j) “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company, together with the Preferred Stock Purchase Rights appurtenant thereto issued under the Company Rights Agreement.

(k) “Company ESPP” shall mean the Company’s 1999 Amended and Restated Employee Stock Purchase Plan, as amended.

(l) “Company IP” shall mean all Intellectual Property that is owned by or used by the Company or any of its Subsidiaries in connection with the business of the Company and its Subsidiaries.

(m) “Company IP Agreements” shall mean all material contracts (i) under which the Company or any of its Significant Subsidiaries uses any Licensed Company IP incorporated into any Company Product, other than licenses and related services agreements for generally commercially available, off-the-shelf software programs, or (ii) under which the Company or any of its Significant Subsidiaries has licensed to others the right to use any Company IP, other than agreements entered into in the ordinary course of business.

(n) “Company Material Adverse Effect” shall mean any change, effect, event, circumstance or development (each a “Change”, and collectively, “Changes”), individually or in the aggregate, and taken together with all other Changes, that is or would reasonably be expected to be materially adverse to the business, operations, assets (including intangible assets), liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that no Change (by itself or when aggregated or taken together with any and all other Changes) resulting from or arising out of any of the following shall be deemed to be or constitute a “Company Material Adverse Effect,” and no Change (by itself or when aggregated or taken together with any and all other such Changes) resulting from or arising out of any of the following shall be taken into account when determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur: (A) general economic conditions in the United States or any other country (or changes therein), general conditions in the financial markets in the United States or any other country (or changes therein) and general political conditions in the United States or any other country (or changes therein), in any such case to the extent that such conditions do not have a substantially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies in the industries or geographies in which the Company operates; (B) general conditions in the industries in which the Company and its Subsidiaries conduct business (or changes therein), in any such case to the extent that such conditions do not have a substantially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies in the industries or geographies in which the Company operates; (C) any conditions arising out of acts of terrorism

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or war, weather conditions or earthquakes to the extent that such conditions do not have a substantially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies similarly situated in the industries or geographies in which the Company operates; (D) the announcement of this Agreement or the pendency of the transactions contemplated hereby; (E) compliance with the terms of, or the taking of any action required or expressly contemplated by, this Agreement other than Section 5.1, or the failure to take any action in the ordinary course of business prohibited by this Agreement; (F) any actions taken outside of the ordinary course of business at the written request of, or with the written consent of, Elevation, or failure to take action, or such other Changes, in each case, to which Elevation has approved, consented to or requested; (G) any changes in Law or in GAAP; (H) changes in the Company’s stock price or the trading volume of the Company’s stock, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be deemed to constitute, or be taken into account in determining whether there has been, is or would be a Company Material Adverse Effect); (I) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be deemed to constitute, or be taken into account in determining whether there has been, is or would be a Company Material Adverse Effect); or (J) any legal proceedings made or brought by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company) related to this Agreement or any of the transactions contemplated hereby; provided, further, that in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur, the matters set forth on Section 1.1(n) of the Company Disclosure Letter shall be taken into account.

(o) “Company Options” shall mean any options to purchase shares of Company Common Stock outstanding under any of the Company Stock Plans.

(p) “Company Plan” shall mean any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, employee loan, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plans, programs, agreement, contracts, policies or binding arrangements (whether or not subject to ERISA) under which any current or former director, officer, independent contractor or employee of the Company or its Subsidiaries has any present or future right to benefits or under which the Company or its Subsidiaries is obligated to contribute for such current or former directors, officers, independent contractors or employees.

(q) “Company Preferred Stock” shall mean the Preferred Stock, par value $0.001 per share, of the Company.

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(r) “Company RSU” shall mean any restricted stock unit or performance shares with respect to Company Common Stock outstanding under any of the Company Stock Plans.

(s) “Company Series B Preferred Stock” shall mean the Series B Preferred Stock, par value $0.001 per share, of the Company, together with the Preferred Stock Purchase Rights appurtenant thereto issued under the Company Rights Agreement (as amended pursuant to Section 5.2).

(t) “Company Series C Preferred Stock” shall mean the Series C Preferred Stock, par value $0.001 per share, of the Company, together with the Preferred Stock Purchase Rights appurtenant thereto issued under the Company Rights Agreement (as amended pursuant to Section 5.2).

(u) “Company Stock-Based Award” shall mean each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock granted under the Company Stock Plans or Company Plans (including performance shares, restricted stock, restricted stock units, phantom units, deferred stock units and dividend equivalents, but not including any 401(k) plan of the Company), other than rights under the Company ESPP and Company Options.

(v) “Company Stock Plans” shall mean (i) the Company’s Amended and Restated 1999 Stock Plan, Amended and Restated 1999 Director Option Plan and Amended and Restated 2001 Stock Option Plan for Non-Employee Directors, (ii) the Handspring, Inc. 1998 Equity Incentive Plan, as amended, the Handspring, Inc. 1999 Executive Equity Incentive Plan, as amended, and the Handspring, Inc. 2000 Equity Incentive Plan, as amended, (iii) the Inducement Option Agreement between the Company and Jonathan Rubinstein and the Inducement Restricted Stock Unit Agreement between the Company and Jonathan Rubinstein, and (iv) any other compensatory option plans assumed by the Company pursuant to a merger, acquisition or other similar transaction pursuant to which there are outstanding awards as of the date hereof.

(w) “Credit Agreement” shall mean the Credit Agreement among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., dated as of October 24, 2007.

(x) “Delaware Law” shall mean the DGCL and any other applicable law (including common law) of the State of Delaware.

(y) “Domain Name” shall mean any or all of the following and all worldwide rights in, arising out of, or associated therewith: domain names, uniform resource locators (“URLs”) and other names and locators associated with the Internet.

(z) “Environmental Law” shall mean any and all applicable Laws and regulations promulgated thereunder, relating to the protection of the environment (including ambient air, surface water, groundwater or land) or natural resources or exposure of any

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individual to Hazardous Substances or otherwise relating to the production, use, emission, storage, treatment, transportation, recycling, disposal, discharge, release or other handling of any Hazardous Substances or the investigation, clean-up or other remediation or analysis thereof and shall include the European Union Restriction of Hazardous Substances and Waste Electrical and Electronic Equipment Directives and any other similar Laws.

(aa) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, or any successor statue, rules and regulations thereto.

(bb) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

(cc) “GAAP” shall mean generally accepted accounting principles, as applied in the United States.

(dd) “Governmental Authority” shall mean any government, any governmental or regulatory entity or body, department, commission, board, agency or instrumentality, and any court, tribunal or judicial body, in each case whether federal, state, county, provincial, and whether local or foreign.

(ee) “Hazardous Substance” shall mean any substance, material or waste that is characterized or regulated under any Environmental Law as “hazardous,” “pollutant,” “waste,” “contaminant,” “toxic” or words of similar meaning or effect, and shall include petroleum and petroleum products, polychlorinated biphenyls and asbestos.

(ff) “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

(gg) “Intellectual Property” shall mean any or all of the following and all United States and foreign rights in, arising out of, or associated therewith: (i) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“Patents”); (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, confidential information, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) all copyrights, copyrights registrations and applications for registration thereof, throughout the world (“Copyrights”); (iv) all Domain Names; (v) all industrial designs and any registrations and applications therefor throughout the world; (vi) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world (“Trademarks”); (vii) all databases and data collections and all rights therein throughout the world; and (viii) any similar or equivalent rights to any of the foregoing (as applicable).

(hh) “Knowledge” of the Company, with respect to any matter in question, shall mean the actual knowledge of any directors or executive officers of the Company.

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(ii) “Law” shall mean any and all applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or other requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

(jj) “Leases” shall mean all Contracts under which real property is currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries.

(kk) “Legal Proceeding” shall mean any action, claim, suit, litigation, proceeding (public or private) or criminal prosecution by or before any Governmental Authority.

(ll) “Liabilities” shall mean any liability, obligation or commitment of any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise and whether or not required to be recorded or reflected on a balance sheet prepared in accordance with GAAP).

(mm) “Licensed Company IP” shall mean all Company IP, other than the Owned Company IP.

(nn) “Lien” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

(oo) “Order” shall mean any order, judgment, decision, decree, injunction, ruling, writ or assessment of any Governmental Authority (whether temporary, preliminary or permanent) that is binding on any Person or its property under applicable Law.

(pp) “Owned Company IP” shall mean that portion of the Company IP that is owned by the Company and its Subsidiaries.

(qq) “Permitted Liens” shall mean any of the following: (i) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established to the extent required by GAAP; (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests arising in the ordinary course of business that are not yet due or that are being contested in good faith and by appropriate proceedings (and for which adequate retainage or other reserves are held); (iii) Liens imposed by applicable Law (other than Tax Law); (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) defects, imperfections or irregularities in title, easements, covenants and rights of way and other similar restrictions, each of which is of record, and zoning, building and other similar codes or restrictions, in each case that do not adversely

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affect in any material respect the current use and operation of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (vii) Liens the existence of which are disclosed in the notes to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended May 30, 2008 or the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2008; (viii) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, have a material effect on the Company; (ix) statutory, common law or contractual liens of landlords and (x) Liens arising under the Credit Agreement and/or the Guarantee and Collateral Agreement dated as of October 27, 2007 among the Company, certain of its subsidiaries and JPMorgan Chase Bank, N.A.

(rr) “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Authority.

(ss) “Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

(tt) “SEC” shall mean the United States Securities and Exchange Commission or any successor thereto.

(uu) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

(vv) “Significant Subsidiary” means (i) Palm Ireland Investment Incorporated, (ii) Palm Global Operations Limited, (iii) Palm Europe Limited and (iv) Palm Asia Pacific Limited.

(ww) “Subsidiary” of any Person shall mean (i) a corporation more than fifty percent (50%) of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one of more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof, (ii) a partnership of which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general partner and has the power to direct the policies, management and affairs of such partnership, (iii) a limited liability company of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the managing member and has the power to direct the policies, management and affairs of such company or (iv) any other Person (other than a corporation, partnership or limited liability company) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

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(xx) “Tax” shall mean (i) any and all federal, state, local and foreign taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise, property and other similar taxes, together with all interest, penalties and additions imposed with respect to such amounts whether disputed or not, (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including any liability under Treasury Regulation Section 1.1502-6 or any comparable provision of foreign, state or local law) and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

(yy) “Tax Returns” shall mean any return, report, information return or other document (including any related or supporting information) filed or required to be filed with any taxing authority with respect to Taxes.

(zz) “Transaction Agreements” means this Agreement, the Amended and Restated Stockholders’ Agreement, the Amended and Restated Registration Rights Agreement, the Warrants and the Certificate of Designation.

1.2 Additional Definitions. The following capitalized terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each of the capitalized terms below:

Term	Section Reference
Agreement	Preamble
Blue Sky	4.8
Certificate of Designation	Recitals
Closing	2.2(a)
Closing Date	2.2(a)
Company	Preamble
Company Disclosure Letter	ARTICLE III
Company Rights Agreement	Recitals
Company SEC Reports	3.8
Company Securities	3.6(c)
Confidentiality Agreement	5.7
Consent	3.3
Contracts	3.12(a)(ii)
Deferred Purchase Price Date	2.2(c)
DGCL	Recitals
Elevation	Preamble
Material Contract	3.12(a)
Minimum Proceeds	2.3(b)
Permits	3.17

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Term	Section Reference
Purchase Price	2.1
Purchased Shares	Recitals
Purchased Warrants	Recitals
Related Party	8.8
Rights Agreement Amendment	Recitals
Series B Preferred Certificate of Designation	5.10
Strip	2.3(a)
Subsidiary Securities	3.5(b)
Successor Entity	8.8
Termination Date	7.1(b)
Trade Secrets	3.15(c)
Transaction	Recitals
Transfer Deadline	2.3(b)
Transfer Request	2.3(b)
Warrant	Recitals

1.3 Certain Interpretations.

(a) Unless otherwise indicated, all references herein to Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.

(b) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.”

(c) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.

(d) Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.

(e) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

ARTICLE II

THE TRANSACTION

2.1 Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, including the satisfaction or waiver of the applicable conditions set forth in ARTICLE VI, the Company agrees to issue and sell to Elevation, and Elevation agrees to

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purchase from the Company, the Purchased Units for an aggregate purchase price of $100,000,000 (the “Purchase Price”), to be paid in two installments as provided herein, free and clear of any Liens, other than Liens imposed by the Transaction Agreements and/or applicable Law.

2.2 Closing.

(a) Subject to the provisions of this Agreement, including the satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), the closing of the Transaction (the “Closing”) shall take place at the offices of Davis Polk & Wardwell, 1600 El Camino Real, Menlo Park, California, at a time and date to be specified by the parties, which shall be no later than 9:00 a.m. (California time) on January 31, 2009, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

(b) At the Closing:

(i) the Company shall deliver, or cause to be delivered, to Elevation, stock certificate(s) representing such number of shares of Company Series C Preferred Stock and Warrants representing such number of Purchased Warrants which, together, represent the Purchased Units; and

(ii) Elevation shall deliver, or cause to be delivered, to the Company the first installment of the Purchase Price in an amount equal to $1,000 (the “First Installment Payment” and the date on which such payment is made, the “First Installment Payment Date”) by wire transfer of immediately available funds to an account that the Company shall designate at least two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of the Company in such amount).

(c) At the later of the Closing and January 15, 2009 (the “Second Installment Payment Date”), Elevation shall deliver, or cause to be delivered, to the Company an amount equal to $99,999,000 (the “Second Installment Payment,” and collectively with the First Installment Payment, the “Installment Payments”) by wire transfer of immediately available funds to an account that the Company shall designate at least two Business Days prior to the Second Installment Payment Date.

2.3 Requested Post-Closing Transfer.

(a) It is the intention of the parties hereto that the Company have the right to require Elevation, under certain circumstances and subject to certain conditions as provided in this Section 2.3, to transfer a portion of the Units purchased by Elevation under this Agreement to designated financial institutions or pursuant to an underwritten public offering for a purchase price per Unit equal to or greater than the purchase price per Unit hereunder (a “Proposed Transfer”). The Company agrees to keep Elevation reasonably informed on a prompt basis of the status of and any developments regarding any potential Proposed Transfer, including any proposed terms of such Proposed Transfer and the identity of any prospective transferee, and will

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provide Elevation with drafts of all agreements proposed to be entered into and Disclosure Documents proposed to be delivered with respect to any Proposed Transfer. All such agreements will be provided to Elevation as early as reasonably practicable under the circumstances (and in any event at least five (5) Business Days prior to execution of such agreements) and shall be subject to Elevation’s review and reasonable comment, which shall be completed as soon as practicable, but in any event prior to the expiration of such five (5) Business Day period. Upon the terms and subject to the conditions set forth in this Section 2.3, Elevation agrees to transfer the number of Units specified in any Transfer Request up to an aggregate of 49,000 Units to one or more financial institutions or pursuant to an underwritten public offering as designated by the Company in any Transfer Request complying with the requirements of this Section 2.3. At any time and from time to time after the Closing, the Company shall have the right to deliver to Elevation a written notice requesting a Proposed Transfer (a “Transfer Request”), which Transfer Request must: (i) provide that the transfer will be consummated no less than three (3) Business Days after delivery of such Transfer Request but no later than March 31, 2009 (the “Transfer Deadline”), (ii) describe all material terms with respect to such Proposed Transfer, which terms must include that the purchase price will be payable solely in cash by the transferee by wire transfer of immediately available funds and that such purchase price will result in Elevation receiving net proceeds of no less than $1,000 per Unit (the “Minimum Proceeds”) at the closing of such Proposed Transfer and (iii) include copies of all agreements proposed to be entered into and Disclosure Documents to be delivered with respect to such transfer. All agreements and arrangements to be entered into by Elevation with respect to such Proposed Transfer must be reasonably satisfactory in form and substance to Elevation and conform to the requirements provided in this Section 2.3. If and to the extent the purchase price payable in respect of any transferred Unit exceeds the Minimum Proceeds (such amount, an “Excess Payment”) then the terms of such Proposed Transfer shall provide that such Excess Payment shall be payable directly to the Company or, to the extent such terms do not so provide, the Transfer Request shall include the wire transfer information as to the account of the Company to which Elevation shall pay such Excess Payment and upon receipt thereof Elevation shall immediately transfer the Excess Payment to the Company to such account.

(b) In furtherance of any Proposed Transfer with respect to which a Transfer Request has been delivered in accordance with the provisions of this Section 2.3, Elevation agrees to take the following actions to the extent necessary to effect the Proposed Transfer pursuant to the Transfer Request: (i) enter into customary agreements providing for the transfer of the relevant securities, including a customary underwriting agreement to the extent applicable, in each case in form and substance reasonably satisfactory to Elevation, and provided that any such agreements (1) shall contain no representations and warranties by Elevation other than as to Elevation’s execution, delivery and performance of such agreements, ownership and title to the securities to be transferred and information provided for inclusion in any offering documentation to the extent such information was provided in writing by Elevation and stated to be specifically for use therein, and (2) shall provide that Elevation shall have no liability with respect to such Proposed Transfer or such agreements except to the extent it breaches such representations and warranties or fails to fulfill its obligation to transfer the securities being sold thereunder in breach of the agreement, (ii) agree to “market-standoff” or lockup obligations in customary form provided that any such obligation expires on or before the Restricted Period Termination Date (as such term is defined in the Amended and Restated Stockholders’ Agreement), and (iii) enter

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into a customary power-of-attorney and custody arrangement in connection with such Proposed Transfer to the extent necessary. The obligation of Elevation to effect any Proposed Transfer is subject to: (A) the representation and warranty of the Company contained in the last sentence of Section 2.3(c) being true and correct in all respects; (B) the representations and warranties of the Company contained in Section 3.1, Section 3.6(e), the fourth sentence of Section 3.8, Section 3.9(a), Section 3.24 and Section 3.25 being true and correct in all material respects as of the date of consummation of any Proposed Transfer, and the Company shall deliver Elevation a certificate certifying to such effect, validly executed for and on behalf of the Company by a duly authorized officer of the Company; (C) Elevation’s reasonable satisfaction that the Company has complied with, and that the Proposed Transfer will comply with, all applicable state and federal securities laws, including with respect to disclosure obligations; and (D) to the extent reasonably requested by Elevation in connection with an underwritten public offering, delivery of customary comfort letters and legal opinions.

(c) In connection with any Proposed Transfer with respect to which a Transfer Request has been delivered the Company shall prepare and furnish to Elevation in accordance with this Section 2.3 such disclosure materials regarding the Company and the Company’s securities, including the Units, as are necessary for the consummation of the Proposed Transfer in accordance with the requirements of the Securities Act and any other applicable state of federal securities law (such disclosure materials, together with any amendment or supplement thereto and all documents incorporated therein by reference, the “Disclosure Documents”). The Company hereby represents and warrants to Elevation that the Disclosure Documents will not, on each of the date of the Transfer Request, the date of delivery to the transferee to which such Transfer Request relate and on the date of the consummation of the Proposed Transfer, contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(d) The Company shall pay all reasonable fees and expenses incurred by Elevation in connection with each Proposed Transfer (including any transfer taxes associated therewith and all reasonable fees and expenses of Elevation’s counsel and other advisors) and shall provide customary indemnification to the purchasers of such securities (and any underwriters thereof) in connection with the Proposed Transfer (and any underwritten offering thereof). In addition, the Company shall (i) indemnify and hold harmless Elevation, its Affiliates and their respective Related Parties (the foregoing, collectively, the “Indemnified Parties”) from and against all claims, losses, damages and liabilities, joint or several, actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Claims”) and expenses suffered or incurred by any of them arising out of or based upon any Proposed Transfer, the Disclosure Documents and any breach of the representations and warranties of the Company referred to in Section 2.3(b) except, in the case of any Indemnified Party, to the extent such Claims arise from the breach by Elevation of its obligations pursuant to this Section 2.3, and (ii) reimburse each Indemnified Party promptly upon demand for any reasonable fees and disbursements of counsel and any other reasonable expenses actually incurred in connection with investigating and defending or settling any such Claim; provided, the indemnity agreement contained in this Section 2.3(d) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be

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unreasonably withheld or delayed). The Company also agrees that if for any reason the foregoing indemnification is unavailable to the Indemnified Parties or insufficient to hold the Indemnified Parties harmless, then the Company shall contribute to the amount paid or payable to the Indemnified Parties as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the Company and such Indemnified Parties in connection with the actions which resulted in such Claim and any other relevant equitable considerations. The provisions of this Section 2.3(d) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, its heirs and representatives and shall be in addition to any obligations which the Company may otherwise have under other agreements or otherwise.

(e) Notwithstanding anything to the contrary in the Amended and Restated Stockholders’ Agreement, Elevation agrees that during the period commencing on the Closing Date and ending on the date of the Transfer Deadline, except pursuant to and in furtherance of any Transfer Request, Elevation shall not (i) transfer more than 50,000 Units to a third party other than a successor or assignee bound by the obligations of Elevation hereunder , or (ii) cause more than 50,000 shares of Company Series C Preferred Stock to be converted into Company Common Stock or Warrants for the purchase of more than 3,500,000 shares of Company Common Stock to be exercised, and any attempt by Elevation to transfer, convert or exercise such securities in violation of this Section 2.3(e) shall be void and have no force or effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as set forth in the disclosure schedule delivered by the Company to Elevation on the date of this Agreement (the “Company Disclosure Letter”), or (ii) as set forth in any Company SEC Reports filed by the Company with the SEC prior to the date hereof and after January 1, 2007 (other than in any “risk factor” disclosure or any other forward looking statements set forth therein), the Company hereby represents and warrants to Elevation as follows:

3.1 Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements and to consummate the transactions contemplated by the Transaction Agreements and to perform its obligations thereunder. The execution and delivery of this Agreement and the other Transaction Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been, and the other Transaction Agreements will be at the Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Elevation, this Agreement constitutes, and the other Transaction Agreements will constitute at the Closing, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

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3.2 Non-Contravention and Required Consents. The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company, (ii) subject to obtaining such Consents set forth in Section 3.3 of the Company Disclosure Letter, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.3, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries that in the aggregate are material to the Company and its Subsidiaries, taken as a whole, other than Permitted Liens, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Transaction.

3.3 Required Governmental Approvals. No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except (i) the filing and recordation of the Certificate of Designation with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, have a Company Material Adverse Effect.

3.4 Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under Delaware Law. Each of the Company and its Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate its respective properties and assets, except in the case of such Subsidiaries other than the Significant Subsidiaries as would not, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified to do business and the Company is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Elevation complete and correct copies of (a) the certificates of incorporation and bylaws or other constituent documents, as amended to date and currently in full force and effect, of the Company and its Significant Subsidiaries, and (b) the final minutes of all meetings of the Company Board and

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each committee of the Company Board (other than minutes of such meetings that are related to the Company Board’s evaluation of its strategic alternatives, business combination transactions and other related matters, including the Transaction). Neither the Company nor any of its Subsidiaries is in violation of its certificate of incorporation, bylaws or other applicable constituent documents, except for such violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

3.5 Subsidiaries. All of the outstanding capital stock of, or other equity or voting interest in, each Significant Subsidiary of the Company (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the Company, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Significant Subsidiary’s business as presently conducted. No Subsidiary of the Company owns any shares of Company Common Stock.

(b) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, warrants, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any shares of any Subsidiary of the Company. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

3.6 Capitalization.

(a) As the date of this Agreement, the authorized capital stock of the Company consists of (i) 2,000,000,000 shares of Company Common Stock, and (ii) 125,000,000 shares of Company Preferred Stock, of which, 2,000,000 shares have been designated Series A Participating Preferred Stock and 325,000 shares have been designated Series B Preferred Stock. As of November 28, 2008: (A) 110,541,274 shares of Company Common Stock were issued and outstanding, (B) 325,000 shares of Company Series B Preferred Stock were issued and outstanding, and (C) there were no shares of Company Capital Stock held by the Company as treasury shares. All outstanding shares of Company Common Stock are validly issued, fully paid, nonassessable and free of any preemptive rights. Since November 28, 2008, the Company has not sold or issued or repurchased, redeemed or otherwise acquired any shares of Company Capital Stock (other than issuances pursuant to the exercise of Company Options granted under a Company Stock Plan or the vesting of other Company Stock-Based Awards, and repurchases, redemptions or other acquisitions pursuant to agreements contemplated by a Company Stock Plan).

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(b) The Company has reserved 31,056,325 shares of Company Common Stock for issuance under the Company Stock Plans. As of November 28, 2008, with respect to the Company Stock Plans, there were outstanding Company Options and Company RSUs with respect to 23,294,035 shares of Company Common Stock and 1,425,874 shares of Company Common Stock issuable under other Company Stock-Based Awards (excluding Company Options and Company RSUs) issued under the Company Stock Plans and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, other than as approved or authorized by the Company’s Compensation Committee or the Company’s Compensation Committee Chair. Each Company Option was granted with an exercise price per share equal to or greater than the per share fair market value (as such term is used in Code Section 409A and the Department of Treasury regulations and other interpretive guidance issued thereunder) of the Company Common Stock underlying such Company Option on the grant date thereof and was otherwise issued in compliance with applicable Law.

(c) Except as set forth in this Section 3.6, as of the date of this Agreement, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.

(d) Neither the Company nor any of its Significant Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

(e) (i) Upon the filing of the Certificate of Designation, the Purchased Shares will be duly authorized and (ii) the Company Common Stock into which the Purchased Shares or Purchased Warrants may be convertible or exercisable have been duly authorized and validly reserved for issuance. When the Purchased Shares and Purchased Warrants are issued and paid for in accordance with the provisions of this Agreement and the Certificate of Designation, all

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such Purchased Shares and Purchased Warrants (A) will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive or similar rights and (B) will be delivered to Elevation (or other assignee as contemplated under Section 8.3) free and clear of all Liens, excluding Liens imposed by the Transaction Agreements and/or applicable Law. When the shares of Company Common Stock into which the Purchased Shares or Purchased Warrants may be convertible or exercisable are issued in accordance with the provisions of the Certificate of Designation or such Purchased Warrants, all such shares (A) will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive or similar rights and (B) will be delivered to Elevation (or its Permitted Transferees, as such term is defined in the Amended and Restated Stockholders’ Agreement) free and clear of all Liens, excluding Liens imposed by the Transaction Agreements and/or applicable Law.

3.7 Offering Valid. Assuming the accuracy of the representations and warranties of Elevation contained in Sections 4.6 and 4.7 hereof, the offer, sale and issuance of the Purchased Shares and Purchased Warrants and the conversion of the Purchased Shares into, or exercise of Purchased Warrants for, Company Common Stock will be exempt from the registration requirements of the Securities Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable Blue Sky laws.

3.8 Company SEC Reports. The Company has filed all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Closing all forms, reports and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Elevation or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any Company SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

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3.9 Company Financial Statements.

(a) The consolidated financial statements of the Company and its Subsidiaries filed with the Company SEC Reports have complied or will comply, as the case may be, with the published rules and regulations of the SEC in effect at the time of filing with respect thereto and each of such financial statements have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects, or will present in all material respects, as the case may be, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended.

(b) The Company has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal accounting controls utilized by the Company and its Subsidiaries, taken as a whole, or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company.

(c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements.

3.10 No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any Liabilities of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, other than (a) Liabilities reflected or otherwise reserved against in the Company Balance Sheet or in the consolidated financial statements of the Company and its Subsidiaries included in the Company SEC Reports filed prior to the date of this Agreement, (b) Liabilities arising under this Agreement or incurred in connection with the transactions contemplated by this Agreement, and (c) Liabilities that do not and would not have a Company Material Adverse Effect.

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3.11 Absence of Certain Changes. Since the date of the Company Balance Sheet through the date hereof, except for actions expressly contemplated by this Agreement, the business of the Company and its Significant Subsidiaries has been conducted, in all material respects, in the ordinary course consistent with past practice, and there has not been or occurred, and there does not exist, any Company Material Adverse Effect that is continuing.

3.12 Material Contracts.

(a) For all purposes of and under this Agreement, a “Material Contract” shall mean:

(i) all contracts restricting the payment of dividends upon, or the redemption, conversion or exercise of, the Company Series C Preferred Stock, the Purchased Warrants or the Company Common Stock issuable upon conversion thereof; and

(ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company and its Subsidiaries, taken as whole (the Material Contracts together with any lease, binding commitment, option, insurance policy, benefit plan or other contract, agreement, instrument or obligation (whether oral or written) to which the Company or any of its Subsidiaries may be bound, the “Contracts”).

(b) Section 3.12(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party or is bound.

(c) Each Material Contract and every other Contract of the Company or its Subsidiaries, the breach or termination of which, would have a Company Material Adverse Effect, is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and is in full force and effect, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults that would not, individually or in the aggregate, have a Company Material Adverse Effect.

3.13 Title and Sufficiency of Properties and Assets; Liens, Condition, Etc. Neither the Company nor any of its Subsidiaries owns any real property. The Company and each of its Subsidiaries have good and valid title to their respective owned properties and assets, and good and valid title to their respective leasehold estates in leased properties and assets, in each case subject to no Liens, other than Permitted Liens. The properties and assets owned and leased by the Company and its Subsidiaries are sufficient to carry on their businesses as they are now being conducted in all material respects. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (a) all of the Leases are valid and in full force and effect against the Company or any of its Subsidiaries party thereto and, to the Company’s Knowledge, the counterparties thereto, and (b) there is not, under any of such Leases, any existing default by the Company or any of its Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries.

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3.14 Intellectual Property.

(a) To the Company’s Knowledge, all of the issued Patents, registered Copyrights and registered Trademarks included within Owned Company IP are valid, enforceable and unexpired, and have not been canceled or abandoned.

(b) The Owned Company IP does not infringe or misappropriate, the Intellectual Property of any third party except as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. No Legal Proceeding to which the Company is a party is pending, or to the Company’s Knowledge, threatened, against the Company, that (i) would cancel, limit or challenge the ownership, use, value, validity or enforceability of any Owned Company IP, (ii) would cancel, limit or challenge the Company’s use of any Licensed Company IP, or (iii) alleges any material infringement or misappropriation by the Company or any of its Subsidiaries, or by the use of any of its or their current products or services or other operation of the Company’s or its Subsidiaries’ business, of the Intellectual Property rights of any third party, and the Company has no Knowledge of any facts or circumstances that would create a valid basis for the same. The Company and its Significant Subsidiaries are not subject to any Order that restricts or impairs the use of any Company IP.

(c) To the Company’s Knowledge, the Company and each of its Significant Subsidiaries has taken reasonable and appropriate steps to protect and maintain the Owned Company IP, including without limitation the confidentiality of any confidential information or trade secrets included in the Owned Company IP (collectively, the “Trade Secrets”), except to the extent that failure to do so would not have a Company Material Adverse Effect. To the Company’s Knowledge, all use and disclosure by the Company or any of its Significant Subsidiaries of Trade Secrets owned by another Person have been pursuant to the terms of a written agreement with such Person or was otherwise lawful. Without limiting the foregoing, the Company and its Significant Subsidiaries have and enforce a policy requiring employees and those of its consultants and contractors involved in the development of any Intellectual Property to execute a confidentiality and assignment agreement substantially in the Company’s standard form previously provided to Elevation.

(d) The Company and its Significant Subsidiaries take all reasonable actions to protect the confidentiality, integrity and security of its software, databases, systems, networks and Internet sites and all information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modification by third parties. The Company’s and its Significant Subsidiaries’ products, software, databases, systems, networks and Internet sites are free from any material defect, malicious computer code or programs that can cause harm to computer systems or other software, including any material worms, bugs viruses, Trojan horses, documentation error or corruptant, malware or any “spyware”, and anything similar to the foregoing. The Company and its Subsidiaries comply in all material respects with all relevant laws, rules and regulations and their own policies with respect to the privacy of all users and customers and any of their personally identifiable information, and no claims have been asserted or, to the Company’s Knowledge, threatened against the Company or any Subsidiary by any person alleging a violation of any of the foregoing.

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(e) To the Knowledge of the Company, (A) no third parties to the Company IP Agreements are in material breach thereof, (B) there are no pending disputes regarding the scope of the Company IP Agreements, performance under the Company IP Agreements, or with respect to payments made or received under the Company IP Agreements, and (C) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not result in the breach of, or create on behalf of any third party the right to terminate or modify any Company IP Agreement.

(f) To the Company’s Knowledge, as of the date hereof, none of the Company’s products that are distributed by the Company or its Subsidiaries use, incorporate or have embedded in them any source, object or other software code subject to an “open source,” “copyleft” or other similar types of license terms (including, without limitation, any GNU General Public License, Library General Public License, Lesser General Public License, Mozilla License, Berkeley Software Distribution License, Open Source Initiative License, MIT, Apache or public domain licenses, and the like) that requires or conditions the disclosure, licensing or distribution of the source code of any material Owned Company IP that is embedded in such Company’s products.

3.15 Tax Matters.

(a) The Company and each of its Subsidiaries have filed all Tax Returns required to have been filed as of the date hereof (or extensions have been duly obtained) and have paid all Taxes required to have been paid by it through the date hereof, except where failure to file such Tax Returns or pay such Taxes would not reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect, and except to the extent such Taxes are both (A) being challenged in good faith and (B) adequately provided for on the financial statements.

(b) Neither the Company nor any Subsidiary has any current liability, and the Company has no knowledge of any events or circumstances which could result in any liability, for Taxes of any Person (other than the Company and its Subsidiaries) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract or (iv) otherwise, except for those liabilities that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect.

(c) None of the Company or any of its Subsidiaries is a party to, is bound by or has any obligation under any material Tax sharing or material Tax indemnity agreement or similar Contract or arrangement, except for agreements among the Company and its Subsidiaries, that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Affect.

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(d) All Taxes required to be withheld, collected or deposited by or with respect to Company and each of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, except for such failures to withhold, collect or deposit that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect.

(e) No deficiencies for any Taxes have been proposed or assessed in writing against or with respect to the Company or any of its Subsidiaries, and there is no outstanding audit, assessment, dispute or claim concerning any Tax liability of the Company or any of its Subsidiaries pending or raised by an authority in writing. No written claim has ever been made by any Governmental Authority in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is or may be subject to taxation by that jurisdiction. Neither the Company nor any of its Subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax.

(f) There are no material Liens with respect to Taxes upon any of the assets or properties of either the Company or any of its Subsidiaries, other than with respect to Taxes not yet delinquent.

(g) No closing agreement pursuant to section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to the Company or any of its Subsidiaries.

(h) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

3.16 Company Plans.

(a) With respect to each Company Plan, no liability has been incurred and there exists no condition or circumstances in connection with which the Company or any of its Subsidiaries would reasonably be expected to be subject to any liability that is reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect, in each case under ERISA, the Code, or any other Law. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign requirements regarding employment, except for any failures to comply that are not reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect.

(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Plan or for which the Company or any of its Subsidiaries has any indemnification.

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(c) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with any other event(s)), will (A) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) limit or restrict the right of the Company to merge, amend or terminate any of the Company Plans or (E) result in “parachute payments” (as defined in Section 280G of the Code), including any payments under any of the Company Plans which would not be deductible under Section 280G of the Code.

(d) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, no Company Plan that is subject to Section 409A of the Code has been materially modified (as defined under Section 409A of the Code) since October 3, 2004 and all such Company Plans subject to Section 409A of the Code have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning December 31, 2004 through the date hereof.

(e) As of the date hereof, there is no material labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which may interfere with the business activities of the Company or any of its Subsidiaries, except where such dispute, strike or work stoppage is not reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has or, to the Knowledge of the Company, is negotiating, any material collective bargaining agreement, labor union contract or trade union agreement relating to its employees. There is no material labor or trade union organizing activity pending or, to the Knowledge of the Company, threatened, with respect to the Company or any of its Subsidiaries.

(f) There are no pending or, to the Knowledge of the Company, threatened, labor strikes, walkouts, work stoppages, slow-downs or lockouts involving the Company or any of its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.17 Permits. The Company and its Significant Subsidiaries have, and are in compliance with the terms of, all permits, licenses, authorizations, consents, approvals and franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”), and no suspension or cancellation of any such Permits is pending or, to the Knowledge of the Company, threatened, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

3.18 Compliance with Laws. The Company and each of its Subsidiaries is in compliance with all Law and Orders applicable to the Company and its Subsidiaries or to the conduct of the business or operations of the Company and its Subsidiaries, except for such

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violations or noncompliance that would not, individually or in the aggregate, have a Company Material Adverse Effect. No representation or warranty is made in this Section 3.18 with respect to (a) compliance with the Exchange Act, to the extent such compliance is covered in Section 3.8 and Section 3.9, (b) applicable laws with respect to Taxes, which are covered in Section 3.15, (c) ERISA and other employee benefit-related matters, which are covered in Section 3.16, or (d) Environmental Laws, which are covered in Section 3.19.

3.19 Environmental Matters. Except for such matters as would not, individually or in the aggregate, have a Company Material Adverse Effect:

(a) The Company and its Subsidiaries and their respective operations are in compliance with all applicable Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all Permits required under applicable Environmental Laws for the operation of the business of the Company and its Subsidiaries.

(b) Neither the Company nor any of its Subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with applicable Environmental Laws, at any property that the Company or any of its Subsidiaries has at any time owned, operated, occupied or leased.

(c) Neither Company nor any of its Subsidiaries has exposed any employee or any third party to Hazardous Substances in violation of any Environmental Law.

(d) Neither the Company nor any of its Subsidiaries is a party to or is the subject of any pending, or, to the Knowledge of the Company, threatened, Legal Proceeding alleging any Liability or responsibility under or noncompliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law. Neither the Company nor any of its Subsidiaries is subject to any Order or agreement by or with any Governmental Authority or third party imposing any material liability or obligation with respect to any of the foregoing.

3.20 Litigation. Except as specifically set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended August 29, 2008, there is no Legal Proceeding pending, or to the Company’s Knowledge, currently threatened against the Company or any of its Subsidiaries (including with respect to any Company Plan) which would reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. No court or government or regulatory authority has imposed or, to the Company’s Knowledge is threatening to impose, a material adverse Order on the Company and its Subsidiaries. As of the date hereof, except as set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended August 29, 2008, there is no material Legal Proceeding by the Company or any of its Subsidiaries currently pending.

3.21 Insurance. The Company and its Significant Subsidiaries have all material policies of insurance covering the Company, its Significant Subsidiaries or any of their respective employees, properties or assets, including policies of life, property, fire, workers’

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compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance, that is in a form and amount that is customarily carried by persons conducting business similar to that of the Company and which the Company believes is adequate for the operation of its business. All such insurance policies are in full force and effect, no notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder, except for such defaults that would not, individually or in the aggregate, have a Company Material Adverse Effect. There is no material claim pending under any of such policies as to which coverage has been denied or disputed by the underwriters of such policies and there has been no threatened termination of any such policies.

3.22 Related Party Transactions. Except for compensation or other employment arrangements in the ordinary course, there are no transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly-owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

3.23 Brokers. Except for Morgan Stanley & Co., there is no financial advisor, investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who is entitled to any financial advisor’s, investment banking, brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

3.24 Company Rights Agreement. The Company has amended the Company Rights Agreement in the form attached hereto as Exhibit E.

3.25 State Anti-Takeover Statutes. Neither Section 203 of the DGCL nor any other state takeover statute or similar statute or regulation applies to or purports to apply to the Transaction.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

ELEVATION

Elevation hereby represents and warrants to the Company as follows:

4.1 Organization. Elevation is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its respective properties and assets. Elevation is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.

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4.2 Authorization. Elevation has all requisite corporate power and authority to execute and deliver this Agreement and the Amended and Restated Stockholders’ Agreement and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Amended and Restated Stockholders’ Agreement by Elevation and the consummation by Elevation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Elevation, and no other corporate or other proceeding on the part of Elevation is necessary to authorize, adopt or approve this Agreement, the Amended and Restated Stockholders’ Agreement and the transactions contemplated hereby and thereby. This Agreement has been, and the Amended and Restated Stockholders’ Agreement will be at the Closing, duly executed and delivered by Elevation and, assuming the due authorization, execution and delivery by the Company, constitute legal, valid and binding obligations of Elevation, enforceable against it in accordance with their respective terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

4.3 Non-Contravention and Required Consents. The execution, delivery or performance by Elevation of this Agreement, the consummation by Elevation of the transactions contemplated hereby and the compliance by Elevation with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the limited partnership agreement of Elevation, (ii) violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Elevation is a party or by which Elevation or any of its properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.4, violate or conflict with any Law or Order applicable to Elevation or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Elevation, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.

4.4 Required Governmental Approvals. No Consent of any Governmental Authority is required on the part of Elevation or any of its Affiliates in connection with the execution, delivery and performance by Elevation of this Agreement and the consummation by Elevation of the transactions contemplated hereby, except (i) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, (iii) any Consents that may be required in connection with the

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transactions contemplated by Section 2.3, and (iv) such other Consents, the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.

4.5 Litigation. There is no Legal Proceeding pending or, to the knowledge of Elevation, threatened, against or affecting Elevation or any of its properties that would, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement. Elevation is not subject to any outstanding Order that would, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.

4.6 Purchase Entirely for Own Account. Subject to the transactions contemplated by Section 2.3, the Purchased Shares and the Purchased Warrants will be acquired for investment for Elevation’s own account, not as a nominee or agent, and not with a view to the resale, distribution or offering of any part thereof, and Elevation has no present intention of selling, granting any participation in, or otherwise distributing the same. Elevation does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchased Shares and the Purchased Warrants or the Company Common Stock into which the Purchased Shares and Purchased Warrants are, respectively, convertible and exercisable.

4.7 Accredited Investor; Investment Experience. Elevation has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchased Shares and the Purchased Warrants, it is able to bear the economic consequences thereof, and it qualifies as an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Elevation is experienced in evaluating and investing in securities of emerging publicly traded high technology companies and acknowledges that it can bear the economic risk of its investment. Elevation is a “U.S. Person” as that term is defined in the Internal Revenue Code of 1986, as amended, and has not been formed for the specific purpose of acquiring the Purchased Shares.

4.8 Restricted Securities. Elevation understands that the Purchased Shares and the Purchased Warrants have not been, and will not be, registered under the Securities Act or any state securities (“Blue Sky”) law, by reason of a specific exemption from the registration provisions of the Securities Act and the applicable Blue Sky laws, which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Elevation’s representations as expressed herein. Elevation understands that as such the Purchased Shares and the Purchased Warrants (and the Company Common Stock into which such Purchased Shares and the Purchased Warrants are, respectively, convertible and exercisable) are characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable regulations such Purchased Shares and Purchased Warrants (and the Company Common Stock into which such Purchased Shares and Purchased Warrants are, respectively, convertible and exercisable) may be resold without registration under the Securities Act only in certain limited circumstances. Elevation represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

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4.9 Stockholders’ Agreement. The Purchased Shares shall be subject to the restrictions contained in the Amended and Restated Stockholders’ Agreement.

4.10 Legends. It is understood that the Purchased Shares, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS’ AGREEMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.”

4.11 Brokers. No agent, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission payable by the Company in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Elevation.

4.12 Sufficient Funds. Elevation has legally binding capital commitments sufficient to, and will have, on the First Installment Payment Date and the Second Installment Payment Date, respectively, sufficient funds to, pay the Installment Payment payable at such date pursuant to Section 2.2.

ARTICLE V

COVENANTS OF THE PARTIES

5.1 Interim Conduct of Business. Except as set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly contemplated by the terms of this Agreement, prior to the Closing, each of the Company and its Subsidiaries shall not, without the prior consent of Elevation:

(a) amend or modify its certificate of incorporation, its bylaws or the Certificate of Designation in a manner that would require the consent of the holders of the Company Series C Preferred Stock if effected following the Closing (other than the filing of the Certificate of Designation, and an amendment to the Series B Preferred Certificate of Designation pursuant to Section 5.10, with the Secretary of State of the State of Delaware at or prior to the Closing);

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(b) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, or convertible into or exchangeable or exercisable for, any of its capital stock (other than dividends and distributions by a direct or indirect wholly-owned Subsidiary of the Company to its parent); (B) adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities; (C) purchase, redeem or otherwise acquire any shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities, other than repurchases of Company Common Stock pursuant to existing compensation, benefits, option, restricted share or employment agreement or plan existing on the date hereof; or (D) take any action that would result in an adjustment of the conversion price under the Company Series C Preferred Shares had the Company Series C Preferred Shares been outstanding at the time of such action;

(c) change the number of directors from nine (9) members or change the current and anticipated future structure of the Company Board, except as contemplated by the Amended and Restated Stockholders’ Agreement;

(d) amend, alter or change the rights, preferences, privileges or powers of the Company Common Stock or the Company Series C Preferred Stock or designate or amend the rights, preferences or privileges of any other series of Company Preferred Stock;

(e) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Securities, except for issuances of Company Securities which would not require the prior vote or written consent of holders representing at the least a majority of the then-outstanding shares of Company Series C Preferred Stock pursuant to Section 4(c) of the Certificate of Designation if the Certificate of Designation were deemed to be effective and shares of Series C Preferred Stock outstanding as of the date of this Agreement;

(f) (A) file, or consent by answer or otherwise to the filing against the Company or any of its Subsidiaries of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, insolvency, reorganization, moratorium or other similar Law of any jurisdiction, (B) make an assignment for the benefit of the creditors of the Company or any of its Subsidiaries, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any of its Subsidiaries or with respect to any substantial part of its or their property, or (D) take any corporate action for the purpose of any of the foregoing;

(g) dissolve, liquidate or wind up the Company; or

(h) authorize any of, or commit to agree to take, any of the foregoing actions.

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5.2 Rights Plan. Prior to the Second Installment Payment Date, the Company shall further amend the Company Rights Agreement in a manner reasonably satisfactory to Elevation to comply with the intention expressed in Section 4.5 of the Amended and Restated Stockholders’ Agreement.

5.3 Reasonable Best Efforts to Complete.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of Elevation and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (i) cause the conditions to the Transaction set forth in ARTICLE VI to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

(b) Each of Elevation and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings are required to be or should be made, and whether any other consents, approvals, permits or authorizations are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

5.4 Anti-Takeover Laws. In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company and Elevation shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

5.5 Notification of Certain Matters. Prior to the Closing, the Company shall give prompt written notice to Elevation of the occurrence or non-occurrence of any event known to the Company the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE III to be untrue, or the failure of the Company to comply with or satisfy any covenant or agreement under this Agreement. Prior to the Closing, Elevation shall give prompt written notice to the Company of the occurrence or non-occurrence of any event known to Elevation the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in ARTICLE IV to be untrue, or the failure of Elevation to comply with or satisfy any covenant or agreement under this Agreement.

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5.6 Public Statements and Disclosure. Neither the Company nor Elevation shall issue any public release or make any public announcement or disclosure concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party).

5.7 Confidentiality. Elevation acknowledges that it is bound by the Confidentiality Agreement, dated November 13, 2007 (the “Confidentiality Agreement”), between the Company and Elevation, which Confidentiality Agreement will continue in full force and effect in accordance with its terms, subject to Section 8.4.

5.8 Section 16 Matters. Prior to the Closing, the Company shall take all such steps as may be required to cause any acquisitions or dispositions of shares of capital stock of the Company in connection with the transactions contemplated by this Agreement (including derivative securities of such shares) by each Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

5.9 Capital. Subject to, and in accordance with, Section 154 of the DGCL, the Company shall, by resolution of the Company Board, as of the Closing, determine that (i) the “capital” (within the meaning of Section 154 of the DGCL) of the Purchased Shares and the Company Common Stock to be issued upon the exercise of any Purchased Warrants shall be the aggregate par value of such Purchased Shares or the aggregate par value of such Company Common Stock, as the case may be, (ii) the portion of the Purchase Price applicable to such Purchased Shares in excess of the capital (determined pursuant to clause (i)) shall be “surplus” (within the meaning of Section 154 of the DGCL), and (iii) with respect to the shares of Company Common Stock to be issued upon the exercise of any Purchased Warrants, the excess of (A) the sum of the portion of the Purchase Price paid in respect of such Purchased Warrants and the exercise price in connection with such exercise over (B) the capital (determined pursuant to clause (i)) shall be “surplus” (within the meaning of Section 154 of the DGCL).

5.10 Series B Preferred Stock Certificate of Designation Amendment. The parties hereto agree to take all actions required to amend the certificate of designation of the Series B Preferred Stock of the Company (the “Series B Preferred Certificate of Designation”) and to cause the filing of such amendment to the Series B Preferred Certificate of Designation with, and

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the acceptance thereof by, the Secretary of State of the State of Delaware at or prior to the Closing to conform to the appropriate provisions in the Series B Preferred Certificate of Designation to those in Sections 1(b)(ii), 2(a), 2(b)(v), 2(b)(vi), 4(a), 4(b)(i), 4(b)(iv), 4(c)(ii), 4(c)(iv), 4(d), 4(f), 5(b), 5(c) (it being understood that the only change shall be a new sentence added to the end of such Section), 7(a)(ii)(D), 8(d), 8(q), 8(x) and 8(uu) of the Certificate of Designation.

5.11 Allocation of Purchase Price. As soon as practicable after the Closing, the Company shall deliver to Elevation a statement allocating the Purchase Price between the Purchased Shares and the Purchased Warrants comprising the Purchased Units. If within 10 days after the delivery of such statement Elevation notifies the Company in writing that Elevation objects to the allocation, the Company and Elevation shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that the Company and Elevation are unable to resolve such dispute within 20 days, the Company and Elevation shall jointly retain a nationally recognized bank or appraisal firm (the “Appraisal Firm”) to resolve the dispute. The costs, fees and expenses of the Appraisal Firm shall be borne equally by the Company and Elevation. The Company and Elevation agree to be bound for all tax purposes by the allocation, and shall not take any contrary tax position regarding such allocation, unless otherwise required pursuant to a “determination” (as defined in Section 1313(a) of the Code) or a comparable concept under applicable law.

5.12 Series B Stockholders Agreement. The Company agrees that the execution, delivery and performance of this Agreement and the other Transaction Agreements, and the consummation of, and any actions taken by any of the Elevation Entities (as defined in the Series B Stockholders Agreement) or their respective Affiliates in connection with, the transactions contemplated hereby and thereby shall not violate the terms of that certain Palm, Inc. Stockholders Agreement, dated as of October 24, 2007 (the “Series B Stockholders Agreement”), by and among the Company, Elevation and the other parties thereto

ARTICLE VI

CONDITIONS TO THE CLOSING

6.1 Conditions Precedent to Each Party’s Obligations to Consummate the Closing. The respective obligations of Elevation and the Company to consummate the Closing shall be subject to the satisfaction or waiver (where permissible under applicable Law) of each of the following conditions: Any material clearances, consents, approvals, orders and authorizations of Governmental Authorities required to permit the consummation of the Closing, if applicable, shall have been obtained.

(b) No Governmental Authority of competent jurisdiction shall have (i) enacted, issued or promulgated any Law that is in effect and has the effect of making the Closing illegal in any jurisdiction in which the Company has material business or operations or which has the effect of prohibiting or otherwise preventing the consummation of the Closing in any jurisdiction in which the Company has material business or operations, or (ii) issued or granted any Order that is in effect and has the effect of making the Closing illegal in any jurisdiction in which the Company has material business or operations or which has the effect of prohibiting or otherwise preventing the consummation of the Closing in any jurisdiction in which the Company has material business or operations.

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(c) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware.

6.2 Conditions Precedent to the Obligations of Elevation. The obligations of Elevation to consummate the Closing shall be subject to the satisfaction or waiver of each of the following conditions, any of which may be waived exclusively by Elevation:

(a) The Company shall have performed in all material respects the obligations that are to be performed by it under this Agreement at or prior to the Closing Date, including the amendment of the Company Rights Agreement pursuant to Section 5.2.

(b) The representations and warranties of the Company set forth in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct which has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect (other than the representations and warranties of the Company set forth in Sections 3.6(a), 3.6(b), 3.6(e), 3.24 and 3.25 which shall be true and correct in all material respects), (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties which address matters only as of a particular date, which representations and warranties shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such particular date which has not had and would not, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of the representations and warranties of the Company set forth in the Agreement for purposes of this Section 6.2(a)(ii), all “Company Material Adverse Effect” and “material” qualifications set forth in such representations and warranties shall be disregarded.

(c) Since the date of this Agreement, no Company Material Adverse Effect shall have occurred and be continuing.

(d) Neither a Triggering Event (as defined in the Certificate of Designation) nor a Fundamental Change (as defined in the Certificate of Designation) shall have occurred.

(e) Elevation shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) and Section 6.2(d) have been satisfied.

(f) The Company shall have executed and delivered to Elevation the Amended and Restated Stockholders’ Agreement.

(g) The Company shall have executed and delivered to Elevation the Amended and Restated Registration Rights Agreement.

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(h) Elevation shall have received from legal counsel to the Company an opinion in customary form as to: (i) the corporate power and authority of the Company to conduct its business, execute and deliver this Agreement, the Amended and Restated Stockholders’ Agreement, the Amended and Restated Registration Rights Agreement and the Warrants (collectively, the “Covered Agreements”) and perform its obligations thereunder; (ii) due authorization, execution and delivery of the Covered Agreements; (iii) the Covered Agreements being valid and binding obligations of the Company; (iv) the enforceability of the Covered Agreements; (v) due authorization of the Purchased Shares, the Purchased Warrants, and the Common Stock issuable upon conversion or exercise thereof and such securities upon issuance being validly issued, fully paid and nonassessable; (vi) the Company Series C Preferred Stock having the rights, preferences, privileges and restrictions set forth in the Certificate of Designation; (vii) the due authorization and approval and filing of the Certificate of Designation; and (viii) due reservation of the Company Common Stock underlying the Company Series C Preferred Stock and Warrants, which opinion shall be addressed to Elevation and dated as of the Closing Date.

6.3 Conditions Precedent to the Obligations of the Company. The obligations of the Company to consummate the Closing shall be subject to the satisfaction or waiver of each of the following conditions, any of which may be waived exclusively by the Company:

(a) The representations and warranties of Elevation set forth in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct that would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties which address matters only as of a particular date, which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such particular date that would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.

(b) Elevation shall have performed in all material respects the obligations that are to be performed by it under this Agreement at or prior to the Closing.

(c) The Company shall have received a certificate of Elevation, validly executed for and on behalf of Elevation by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

(d) Elevation shall have executed and delivered to the Company the Amended and Restated Stockholders’ Agreement.

(e) Elevation shall have executed and delivered to the Company the Amended and Restated Registration Rights Agreement.

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ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.1 Termination. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the occurrence of the Closing (it being agreed that the party hereto terminating this Agreement or determining to abandon the Transaction pursuant to this Section 7.1 shall give prompt written notice of such termination or abandonment to the other party or parties hereto):

(a) by mutual written agreement of Elevation and the Company;

(b) by either Elevation or the Company if the Closing shall not have occurred by February 28, 2009 (the “Termination Date”); provided, however, that the right to terminate this Agreement or abandon the Transaction pursuant to this Section 7.1(b) shall not be available to any party hereto whose action or failure to fulfill any obligation under this Agreement has been the principal cause of or resulted in any of the conditions to the Transaction set forth in ARTICLE VI having failed to be satisfied on or before the Termination Date and such action or failure to act constitutes a material breach of this Agreement;

(c) by either Elevation or the Company if any Governmental Authority of competent jurisdiction shall have (i) enacted, issued or promulgated any Law that is in effect and has the effect of making the Transaction illegal in any jurisdiction in which the Company has material business or operations or which has the effect of prohibiting or otherwise preventing the consummation of the Transaction in any jurisdiction in which the Company has material business or operations, or (ii) issued or granted any Order that is in effect and has the effect of making the Transaction illegal in any jurisdiction in which the Company has material business or operations or which has the effect of prohibiting or otherwise preventing the Transaction in any jurisdiction in which the Company has material business or operations, and such Order has become final and non-appealable;

(d) by the Company, in the event that (i) the Company is not then in material breach of its covenants, agreements and other obligations under this Agreement, and (ii) Elevation shall have breached or otherwise violated any of its material covenants, agreements or other obligations under this Agreement, or any of the representations and warranties of Elevation set forth in this Agreement shall have become inaccurate, in either case such that the conditions to the Transaction set forth in Section 6.3 are not capable of being satisfied by the Termination Date; or

(e) by Elevation, in the event that (i) Elevation is not then in material breach of its covenants, agreements and other obligations under this Agreement, and (ii) (A) the Company shall have breached or otherwise violated any of their respective material covenants, agreements or other obligations under this Agreement, or (B) any of the representations and warranties of the Company set forth in this Agreement shall have become inaccurate, in either case such that the conditions to the Transaction set forth in Section 6.2 are not capable of being satisfied by the Termination Date.

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7.2 Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of this Section 7.2, Section 7.3 and ARTICLE VIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

7.3 Fees and Expenses. Subject to Section 2.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party or parties, as applicable, incurring such expenses whether or not the Transaction is consummated.

7.4 Amendment. Subject to applicable Law and subject to the other provisions of this Agreement, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of Elevation and the Company.

7.5 Extension; Waiver. At any time and from time to time prior to the Closing Date, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company and Elevation contained in this Agreement shall terminate at the Closing Date, and only the covenants that by their terms survive or are to be performed at or after the Closing shall so survive the Closing; provided, however, that the representations and warranties of the Company set forth in Section 3.1, Section 3.6(e), the fourth sentence of Section 3.8, Section 3.9(a), Section 3.24 and Section 3.25 shall survive the Closing Date until the expiration of the statute of limitations therefor.

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8.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or facsimile numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

(a) if to Elevation, to:

Elevation Partners, L.P.

70 East 55^th Street, 12 Floor

New York, New York 10022

Attention: Bret Pearlman

Facsimile No.: (212) 317-6556

with copies (which shall not constitute notice) to:

Elevation Partners

2800 Sand Hill Road, Suite 160

Menlo Park, California 94025

Attention: Tracy Hogan

Facsimile No.: (650) 687-6710

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Attention: Richard Capelouto, Esq.

                 Kirsten Jensen, Esq.

Facsimile No.: (650) 251-5002

(b) if to the Company to:

Palm, Inc.

950 West Maude Avenue

Sunnyvale, California 94085

Attention: General Counsel

Facsimile No.: (408) 617-0139

with copies (which shall not constitute notice) to:

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Attention: William M. Kelly

                  Sarah K. Solum

Facsimile: (650) 752-2112

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8.3 Assignment. Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties, except that Elevation may assign its rights and obligations hereunder to the management company of Elevation or the general partner of the general partner of Elevation or any of their controlled Affiliates (including Elevation Employee Side Fund, LLC) without the prior written consent of the Company; provided that no such assignment of its rights or obligations hereunder shall relieve Elevation of its obligations hereunder with respect to the Company to the extent that an assignee does not perform its obligations hereunder. Each such assignee (i) agrees to be bound jointly and severally with the assignor hereunder, (ii) agrees that the representations, warranties, covenants and other agreements made by Elevation herein shall be deemed to have been made by such assignee, and (iii) shall execute a counterpart to this Agreement, the execution of which shall constitute such assignee’s agreement to the terms of this Section 8.3.

8.4 Entire Agreement. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Exhibits hereto, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; provided, however, the Confidentiality Agreement shall not be superseded, shall survive any termination of this Agreement and shall continue in full force and effect until terminated in accordance with its terms.

8.5 Third Party Beneficiaries. Other than the Indemnified Parties who shall be third party beneficiaries of Section 2.3, this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than the parties hereto or otherwise create any third-party beneficiary hereto.

8.6 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.7 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Notwithstanding the foregoing, the liability of any party hereto for Damages with respect to any breach of this Agreement shall not exceed an amount equal to the Purchase Price. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly

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agreed that the parties shall be entitled to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Without limiting the generality of the foregoing, the parties hereto acknowledge and hereby agree that each of the Company and Elevation shall be entitled to specifically enforce the terms and provisions of this Agreement to prevent breaches of, or to enforce compliance with, those covenants and obligations set forth in Article II.

8.8 No Recourse. No Person other than Elevation and its successors and assigns shall have any obligation hereunder and (a) notwithstanding that Elevation is a partnership, no recourse hereunder or under any Closing certificate delivered in connection herewith shall be had against any Related Party of Elevation or any Related Party of any of Elevation’s Related Parties, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of Elevation or any Related Party of any of Elevation’s Related Parties under this Agreement or any Closing certificate delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations hereunder or by their creation. Nothing in this Section 8.8 shall relieve any Person for any liability for fraud. As used herein, “Related Party” shall mean any former, current or future director, officer, employee, agent, general or limited partner, manager, member, affiliate, stockholder, assignee or representative of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, affiliate, stockholder, assignee or representative of any of the foregoing, other than Elevation or its assignees hereunder, or any Successor Entity. As used herein, “Successor Entity” means, to the extent Elevation, any of its assigns hereunder, or any Successor Entity (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person, the continuing or surviving entity or such Person.

8.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

8.10 Consent to Jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state court located within New Castle County, State of Delaware in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein.

8.11 WAIVER OF JURY TRIAL. EACH OF ELEVATION AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ELEVATION OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

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8.12 Company Disclosure Letter References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding section or subsection of this Agreement, and (ii) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (ii) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure or from the requirement of the representation or warranty giving rise to such disclosure.

8.13 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective duly authorized officers to be effective as of the date first above written.

ELEVATION PARTNERS, L.P.		PALM, INC.
By:	Elevation Associates, L.P., as general partner	By:	/s/ Edward T. Colligan
By:	Elevation Associates, LLC, as general partner	Name:	Edward T. Colligan
By:	/s/ Bret Pearlman	Title:	President & CEO
Name:	Bret Pearlman
Title:	Member

[SECURITIES PURCHASE AGREEMENT]

EX-31.1

Exhibit 31.1

Certifications

I, Edward T. Colligan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Palm, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2009	By:	/S/ EDWARD T. COLLIGAN
	Name:	Edward T. Colligan
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Andrew J. Brown, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Palm, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2009	By:	/S/ ANDREW J. BROWN
	Name:	Andrew J. Brown
	Title:	Senior Vice President and
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward T. Colligan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Palm, Inc. on Form 10-Q for the fiscal quarter ended November 28, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Palm, Inc.

Date: January 5, 2009	By:	/S/ EDWARD T. COLLIGAN
	Name:	Edward T. Colligan
	Title:	President and Chief Executive Officer

I, Andrew J. Brown, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Palm, Inc. on Form 10-Q for the fiscal quarter ended November 28, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Palm, Inc.

Date: January 5, 2009	By:	/S/ ANDREW J. BROWN
	Name:	Andrew J. Brown
	Title:	Senior Vice President and Chief Financial Officer