September 17, 2009
Exhibit 19
September 17, 2009
X.X. Xxxxxx Securities Inc.
Xxxxxxx Xxxxx & Co.
c/o X.X. Xxxxxx Securities Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx & Co.
c/o X.X. Xxxxxx Securities Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that X.X. Xxxxxx Securities Inc. (“X.X. Xxxxxx”) and Xxxxxxx Xxxxx
& Co. (“Xxxxxxx Xxxxx”) propose to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Palm, Inc., a Delaware corporation (the “Company”), providing for the public
offering (the “Public Offering”) by the several Underwriters, including X.X. Xxxxxx and Xxxxxxx
Xxxxx (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.001 par value, of the
Company (the “Common Stock”).
To induce the Underwriters that may participate in the Public Offering to continue their
efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of X.X. Xxxxxx and Xxxxxxx Xxxxx on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 90 days after the date of the final
prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of the Common Stock,
whether any such transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise.
The foregoing sentence shall not apply to the sale of securities pursuant to the terms of the
Underwriting Agreement or to (a) transactions relating to shares of Common Stock or other
securities acquired in open market transactions after the completion of the Public Offering,
provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) shall be required or shall be voluntarily made during the 90-day restricted period
in connection with subsequent sales of Common Stock or other securities acquired in such open
market transactions, (b) transfers of shares of Common Stock or any security convertible into or
exercisable for Common Stock as a bona fide gift; provided that in the case of any transfer or
distribution pursuant to clause (b), (i)
1
each donee or distributee shall sign and deliver a lock-up letter substantially in the form of
this letter and (ii) no filing under Section 16(a) of the Exchange Act shall be required to be
filed or shall be voluntarily made during the 90-day restricted period, reporting a reduction in
beneficial ownership, (c) to (i) a spouse, parent, child or grandchild of the undersigned (a
“Relation”), (ii) a trust the only beneficiaries of which are any of the undersigned and/or one or
more of its affiliates or Relations, (iii) a corporation or other entity of which any of the
undersigned and/or its affiliates or Relations are at all times the direct or indirect legal and
beneficial owners of all of the outstanding securities or similar interests, or (iv) a partnership,
the partners of which are exclusively the undersigned and/or its affiliates or Relations, in each
case provided that in the case of any transfer or distribution pursuant to this clause (c), (i)
each transferee shall sign and deliver a lock-up letter substantially in the form of this letter
and (ii) no filing under Section 16(a) of the Exchange Act shall be required or shall be
voluntarily made during the 90-day restricted period, (d) the receipt by the undersigned from the
Company of shares of Common Stock upon the exercise of an option or in connection with the vesting
of restricted stock units, or the disposition of shares of Common Stock to the Company in a
transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of
taxes due with respect to the vesting of restricted stock or restricted stock units, insofar as
such option, restricted stock unit or restricted stock is outstanding as of the date hereof or as
of the date of the Prospectus, (e) the establishment of a trading plan pursuant to Rule 10b5-1
under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not
provide for the transfer of Common Stock during the 90-day restricted period, or (f) pursuant to
any contract, instruction or plan complying with Rule 10b5-1 of the Exchange Act that has been
entered into by the undersigned prior to the date of this letter. In addition, the undersigned
agrees that, without the prior written consent of X.X. Xxxxxx and Xxxxxxx Xxxxx on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after
the date of the Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent and registrar against the transfer of the
undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are relying upon this
agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.
This agreement shall automatically terminate and be of no force and effect (i) upon the
delivery of written notice by the Company to X.X. Xxxxxx and Xxxxxxx Xxxxx that it is no longer
interested in pursuing the Public Offering at the time of such notice or (ii) if no shares have
been purchased and paid for pursuant to the Underwriting Agreement by October 15, 2009.
2
Whether or not the Public Offering actually occurs depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.
| Very truly yours, /s/ Xxxxx XxXxxxx 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 |
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[Signature page to lock-up agreement]
