Power of Attorney

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKUNKnzbxWQbqgDw5tFnloAGyf+JJm92PmE4iZPExkBHsNQ2QvSzK8d9OIiNl5e2 qHoQebGnwEBopi2I/dN5WA== 0001209191-07-061767.txt : 20071105 0001209191-07-061767.hdr.sgml : 20071105 20071105155051 ACCESSION NUMBER: 0001209191-07-061767 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071024 FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 BUSINESS ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4086177000 MAIL ADDRESS: STREET 1: 950 W. MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: PALMONE INC DATE OF NAME CHANGE: 20031029 FORMER COMPANY: FORMER CONFORMED NAME: PALM INC DATE OF NAME CHANGE: 19991203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McNamee Roger CENTRAL INDEX KEY: 0001346414 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 071213891 BUSINESS ADDRESS: BUSINESS PHONE: (650) 687-6700 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 bpa35203_bpa2rm.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-10-24 0 0001100389 PALM INC PALM 0001346414 McNamee Roger 2800 SAND HILL ROAD SUITE 160 MENLO PARK CA 94025 1 0 1 0 Common Stock 10467 I by Trust Series B Conv Preferred Stock, par value $0.001 per share 8.50 2007-10-24 2014-10-24 Common Stock, par value $0.001 per share 38223176 I See Footnote Series B Conv Preferred Stock, par value $0.001 per share 8.50 2007-10-24 2014-10-24 Common Stock, par value $0.001 per share 12118 I See Footnote Roger B. McNamee and Ann K. McNamee as trustees of the McNamee Trust U/T/A/D/ 3/27/1996. The Series B Preferred Stock is mandatorily redeemable on the seventh anniversary of the original issuance date. The Series B Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. This is the number of shares of common stock, par value $0.001 per share of Palm, Inc., issuable upon conversion of the Series B Preferred Stock as of the date of this filing. Subject to anti-dilution adjustment pursuant to the terms of the Series B Preferred Stock. These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. McNamee is a manager of Elevation LLC. As a manager of Elevation LLC, Mr. McNamee may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. These securities are directly owned by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. McNamee is a manager of Elevation Management. As a manager of Elevation Management, Mr. McNamee may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. /*/ Tracy Hogan, Attorney-in-Fact 2007-11-02 EX-24 2 bpa35203_bpa2exh24rm.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24

POWER OF ATTORNEY

November 2, 2007

Know all men by these presents that the undersigned does hereby make, constitute and appoint Tracy Hogan, Marc Bodnick, Paul Hewson, Fred Anderson and Bret Pearlman, or any of them, as a true and lawful attorney-in-fact of such undersigned with full powers of substitution and revocation, for and in the name, place and stead of such undersigned (both in such undersigned’s individual capacity and as a director, officer, member, partner or other authorized person of any corporation, limited liability company, partnership or other entity for which such undersigned is otherwise authorized to sign), to execute and deliver such forms, agreements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission in the undersigned’s capacity as a director of Palm, Inc. (including, without limitation, any amendments or supplements to any reports, forms or schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, any Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including, without limitation, the Form ID.

IN WITNESS WHEREOF, the undersigned hereby executes this Power of Attorney as of the date first written above.



	/s/ Roger McNamee
	Roger McNamee

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