EXHIBIT 10.4
EXHIBIT A
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PALM, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
FORM OF SUBSCRIPTION AGREEMENT
_____ Original Application Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. ____________ hereby elects to participate in the Palm, Inc. Employee Stock
Purchase Plan (the "Palm ESPP") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and
the Palm ESPP.
2. I hereby authorize payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (from 0 to 10%) during the Offering
Period in accordance with the Palm ESPP. I understand that if the
percentage of my Compensation deducted for purposes of the Palm ESPP and
all other employee stock purchase plans in which I participate, including
the 3Com Corporation 1984 Employee Stock Purchase Plan, exceeds 10% of my
Compensation, then the percentage of my Compensation that is deducted under
the Palm ESPP will be reduced so that my percentage deduction of
Compensation under all such employee stock purchase plans does not exceed
10% of my Compensation. (Please note that no fractional percentages are
permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Palm ESPP. I understand that if I do not
withdraw from an Offering Period, any accumulated payroll deductions will
be used to automatically exercise my option.
4. I have received a copy of the complete Palm ESPP. I understand that my
participation in the Palm ESPP is in all respects subject to the terms of
the Plan. I understand that my ability to exercise the option under this
Subscription Agreement is subject to shareholder approval of the Palm ESPP.
5. Shares purchased for me under the Palm ESPP should be issued in the name(s)
of (Employee or Employee and Spouse only).
6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares) or one year after the
Exercise Date, I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such
shares were purchased by me
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over the price which I paid for the shares. I hereby agree to notify the
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Company in writing within 30 days after the date of any disposition of my
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shares and I will make adequate provision for Federal, state or other tax
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withholding obligations, if any, which arise upon the disposition of the
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Common Stock. The Company may, but will not be obligated to, withhold from
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my compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the
Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me. If I dispose of such shares at any time
after the expiration of the 2-year and 1-year holding periods, I understand
that I will be treated for federal income tax purposes as having received
income only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to the
lesser of (1) the excess of the fair market value of the shares at the time
of such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the
Offering Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Palm ESPP. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Palm ESPP.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Palm
ESPP:
NAME: (Please print) _________________________________________________
(First) (Middle) (Last)
________________________ _________________________________________________
Relationship
_________________________________________________
(Address)
Employee's Social
Security Number: _________________________________________________
Employee's Address: _________________________________________________
_________________________________________________
_________________________________________________
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I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:_____________ _____________________________________________________
Signature of Employee
_____________________________________________________
Spouse's Signature (If beneficiary other than spouse)
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EXHIBIT B
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PALM, INC.
FORM OF 1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Palm, Inc.
Employee Stock Purchase Plan which began on ____________, ______ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.
Name and Address of Participant:
____________________________________________
____________________________________________
____________________________________________
Signature:
____________________________________________
Date: ______________________________________
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