Common use of Executive Chairman Clause in Contracts

Executive Chairman. The Executive Chairman shall initially be selected by majority vote of the Search Committee, which must include the approval of the representatives of Appaloosa and the Unsecured Creditors’ Committee. Any successor Executive Chairman shall be selected by the Nominating and Corporate Governance Committee of the Board, subject (but only for so long as any of the Series A-1 Preferred Stock remains outstanding) to the approval of the Series A-1 Preferred Stock Holders. Upon approval, such candidate shall be recommended by the Nominating and Corporate Governance Committee to the Company’s Board of Directors for appointment as the Executive Chairman and nomination to the Board. The Preferred Stock Holders will vote on the candidate’s election to the Board on an as-converted basis together with holders of Common Stock. Notwithstanding the foregoing, if there shall occur any vacancy in the office of the Executive Chairman during the initial one (1) year term, the successor Executive Chairman shall be nominated by the Series A-1 Preferred Stock Holders (but only for so long any of as the Series A-1 Preferred Stock remains outstanding) subject to the approval of the Nominating and Corporate Governance Committee of the Board. The Executive Chairman shall be a full-time employee of the Company with his or her principal office in the Company’s world headquarters in Troy, Michigan and shall devote substantially all of his or her business activity to the business affairs of the Company. The Executive Chairman shall cause the Company to and the Company shall be obligated to meaningfully consult with the representatives of the Series A-1 Preferred Stock Holders with respect to the annual budget and material modifications thereto prior to the time it is submitted to the Board for approval. The employment agreements entered into by the Company with the Executive Chairman and the Chief Executive Officer shall provide that (i) upon any termination of employment, the Executive Chairman and/or the Chief Executive Officer shall resign as a director (and the employment agreements shall require delivery at the time such agreements are entered into of an executed irrevocable resignation that becomes effective upon such termination) and (ii) the right to receive any payments or other benefits upon termination of employment shall be conditioned upon such resignation. If for any reason the Executive Chairman or the Chief Executive Officer does not resign or the irrevocable resignation is determined to be ineffective, then the Series A-1 Preferred Stock Holders may remove the Executive Chairman and/or Chief Executive Officer as a director, subject to applicable law. The employment agreement of the Chief Executive Officer will provide that if the Chief Executive Officer is not elected as a member of the Company’s Board, the Chief Executive Officer may resign for “cause” or “good reason”. The special rights of the Series A-1 Preferred Stock referred to in “Governance — Board of Directors” and in this “Executive Chairman” section are referred to as the “Governance Rights”.

Executive Chairman. The As of the Effective Date, you will become Executive Chairman shall initially be selected by majority vote of the Search CommitteePalm, which must include the approval Inc. and a member of the representatives of Appaloosa and the Unsecured Creditors’ Committee. Any successor Executive Chairman shall be selected by the Nominating and Corporate Governance Committee of the Board, subject (but only for so long as any of the Series A-1 Preferred Stock remains outstanding) to the approval of the Series A-1 Preferred Stock Holders. Upon approval, such candidate shall be recommended by the Nominating and Corporate Governance Committee to the CompanyPalm’s Board of Directors for appointment as the Executive Chairman and nomination to the Board. The Preferred Stock Holders will vote on the candidate’s election to the Board on an as-converted basis together in Class 3, with holders of Common Stock. Notwithstanding the foregoing, if there shall occur any vacancy in the office of the Executive Chairman during the initial one (1) year term, the successor Executive Chairman shall be nominated by the Series A-1 Preferred Stock Holders (but only for so long any of as the Series A-1 Preferred Stock remains outstanding) subject to the approval of the Nominating and Corporate Governance Committee of the Board. The Executive Chairman shall be a full-time employee of the Company with his or her principal office in term lasting until the Company’s world headquarters in Troy, Michigan and shall devote substantially all of his or her business activity to the business affairs of the Company2008 annual meeting. The Executive Chairman shall cause the Company to and the Company shall be obligated to meaningfully consult with the representatives of the Series A-1 Preferred Stock Holders with respect to the annual budget and material modifications thereto prior to the time it is submitted to the Board for approval. The employment agreements entered into by the Company with the Executive Chairman and the Chief Executive Officer shall provide that (i) upon any termination of employment, the Executive Chairman and/or the Chief Executive Officer shall resign as a director (and the employment agreements shall require delivery at the time such agreements are entered into of an executed irrevocable resignation that becomes effective upon such termination) and (ii) the right to receive any payments or other benefits upon termination of employment shall be conditioned upon such resignation. If for any reason the Executive Chairman or the Chief Executive Officer does not resign or the irrevocable resignation is determined to be ineffective, then the Series A-1 Preferred Stock Holders may remove the Executive Chairman and/or Chief Executive Officer as a director, subject to applicable law. The employment agreement of the Chief Executive Officer will provide that if the Chief Executive Officer is not elected Your continued service as a member of the CompanyBoard will be subject to any required stockholder approval. As Executive Chairman of the company you will have both board governance obligations and operating responsibilities. Your governance obligations will include those for the Chairman set forth in Palm’s Certificate of Incorporation, Bylaws and Corporate Governance Guidelines, including the scheduling of and development of agendas for each meeting of Palm’s Board of Directors and the chairing of those meetings. However, consistent with best practices, Palm will also expect to appoint a lead independent director to perform any duties you may not perform as an employee director, such as chairing separate meetings of the independent directors. In your operating role, you will be fully focused on tuning our organization to create great products. As part of the Palm executive team, you will work with me to guide Palm’s product development effort and will have such additional duties as you and Palm’s Board of Directors deem appropriate. We also expect to rely heavily on your ability to attract and recruit highly qualified candidates to management and individual contributor positions on Palm’s engineering, product and program management organizations. We have agreed that you will devote at least fifty percent of your time to Palm’s business. Palm, Inc. 000 Xxxx Xxxxx Xxxxxx Mailstop 14R10 Sunnyvale, CA 94085-2801 Office 408.617-7000 Fax 000-000-0000 Xx. Xxxxxxxx Xxxxxxxxxx June 1, 2007 For so long as you are in the employment of Palm, we expect that you will use good faith efforts to discharge your obligations to the best of your ability and in accordance with each of the company’s Certificate of Incorporation, Bylaws, Corporate Governance Guidelines (as modified to reflect the appointment of a lead independent director) and Worldwide Code of Business Conduct and Ethics. Upon the termination of your employment, and unless otherwise requested by the Board, you will be deemed to have voluntarily resigned from the Chief Executive Officer may resign for “cause” Board (and all other positions held at the company and its affiliates) without any further action required by you or “good reason”the Board. The special rights Please note that our Board of Directors has adopted stock ownership guidelines which provide that, as of the Series A-1 Preferred Stock referred fifth anniversary of your hire and provided you remain an employee of Palm, you must own outright or have a vested “in-the-money” option to in “Governance — Board purchase 25,000 shares of Directors” and in this “Executive Chairman” section are referred to as the “Governance Rights”Palm common stock.

Executive Chairman. The Executive Chairman shall initially be selected by majority vote On the Effective Date and until the third (3rd) anniversary of the Search CommitteeEffective Date (or, which must include if earlier, (x) the approval date of the representatives occurrence of Appaloosa and a Termination Event or, subject to the Unsecured Creditors’ Committee. Any successor Executive Chairman shall be selected by immediately following paragraph, a For Cause Event with respect to Stead, (y) the Nominating and Corporate Governance Committee date on which Stead no longer Beneficially Owns 75% or more of the Board, total of (i) the Initial Shares Beneficially Owned by him at the Effective Time that are not subject (but only for so long as any of the Series A-1 Preferred Stock remains outstanding) to performance-based vesting pursuant to the approval Sponsor Agreement, plus (ii) the Ordinary Shares being issued to him (or JMJS Group – II, LP) in exchange for 1,000,000 shares of the Series A-1 Preferred Stock Holders. Upon approvalClass B common stock of Cxxxxxxxx Capital Corp. purchased by him (or JMJS Group – II, such candidate shall be recommended by the Nominating and Corporate Governance Committee LP) prior to the CompanyEffective Time pursuant to the Sponsor Agreement (each such date described in clauses (x) and (y), a “Specified Date”), or (z) Stead’s Board of Directors for appointment death, disability, resignation or retirement), Stead shall serve as the Executive Chairman and nomination of the Board (the “Executive Chairman”). If, on the third (3rd) anniversary of the Effective Date, Stead continues to serve as the Executive Chairman, then the reference to “third (3rd) anniversary” in the immediately preceding sentence shall be automatically amended without any action by the parties to refer to the Board. The Preferred Stock Holders will vote on the candidate’s election “sixth (6th) anniversary”, unless not earlier than 90 days nor later than 30 days prior to the third (3rd) anniversary of the Effective Date, the Board, acting by majority of the entire Board on an as-converted (other than Stead) at a meeting duly called, shall have reasonably determined that it is no longer in the best interests of the Company for Stead to serve as Executive Chairman, in which case, Stead shall resign as Executive Chairman effective as of the third (3rd) anniversary of the Effective Date. Upon the occurrence of a Termination Event or any event described in clause (y) of the first sentence of this paragraph, Stead shall resign as Executive Chairman effective as of the Specified Date. For purposes of this Section 2, a For Cause Event shall not be effective until and unless (i) notice of such For Cause Event has been given by the Company to the Executive Chairman within thirty (30) days after the Board as a whole learns of the act, failure or event constituting such For Cause Event, which notice shall include the particular acts or circumstance which are the basis together with holders thereof, (ii) the Executive Chairman fails to cure such alleged act or circumstance (if capable of Common Stock. Notwithstanding cure) within 30 days of receipt of notice thereof, to the foregoingsatisfaction of the Board in the exercise of its reasonable judgment (or, if there shall occur any vacancy in within such 30-day period the office Executive Chairman commences and proceeds to take all reasonable actions to effect such cure, within such reasonable additional time period (no longer than sixty (60) days) as may be necessary), (iii) the Board has voted (at a meeting of the Board duly called and held as to which removal of the Executive Chairman during the initial one (1is an agenda item) year term, the successor Executive Chairman shall be nominated by the Series A-1 Preferred Stock Holders (but only for so long any a vote of as the Series A-1 Preferred Stock remains outstanding) subject to the approval a majority of the Nominating and Corporate Governance Committee members of the Board. The Executive Chairman shall be a full-time employee of the Company with his or her principal office in the Company’s world headquarters in Troy, Michigan and shall devote substantially all of his or her business activity Board (other than Stead) to the business affairs of the Company. The Executive Chairman shall cause the Company to and the Company shall be obligated to meaningfully consult with the representatives of the Series A-1 Preferred Stock Holders with respect to the annual budget and material modifications thereto prior to the time it is submitted to the Board for approval. The employment agreements entered into by the Company with the Executive Chairman and the Chief Executive Officer shall provide that (i) upon any termination of employment, the Executive Chairman and/or the Chief Executive Officer shall resign as a director (and the employment agreements shall require delivery at the time such agreements are entered into of an executed irrevocable resignation that becomes effective upon such termination) and (ii) the right to receive any payments or other benefits upon termination of employment shall be conditioned upon such resignation. If for any reason the Executive Chairman or the Chief Executive Officer does not resign or the irrevocable resignation is determined to be ineffective, then the Series A-1 Preferred Stock Holders may remove the Executive Chairman and/or Chief Executive Officer as a directorresult of such For Cause Event after the Executive Chairman has been afforded an opportunity to appear with counsel and present his positions at such meeting and to present his case thereat, subject and (iv) the Company has given notice of such removal to applicable lawExecutive Chairman within five days after such meeting. The employment agreement For the avoidance of the Chief doubt, a determination hereunder to remove Mx. Xxxxx as Executive Officer will provide that if the Chief Executive Officer is Chairman shall not elected necessarily mean he shall be removed as a member of Director pursuant to the Company’s Board, the Chief Executive Officer may resign for “cause” or “good reason”. The special rights of the Series A-1 Preferred Stock referred to in “Governance — Board of Directors” and in this “Executive Chairman” section are referred to as the “Governance Rights”Company Organizational Documents.