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Agreement#: AG-472748
Pages: 6 pages
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Option Exchange Program

Effective Date: May 17, 2002
Parties:

Handspring

Sectors: Computer Hardware
Option Exchange Program


Important

? Voluntary Program ? You decide whether or not to participate ? Weigh the opportunity, the trade-offs and your future expectations ? Election to Participate MUST be received by Stock Administration by:

?9:00 p.m. Pacific Time on May 17, 2002 ?NO EXCEPTIONS!


Overview

? Purpose ? Eligibility ? Program Details ? Timeline ? Examples ? Next Steps ? Q & A


What is the purpose?

? Handspring is "restarting" in the communicator business. ? Overall compensation philosophy is performance based ? Stock option portion is an important long-term component of our compensation strategy. ? We look for your commitment to build value...and we want to be sure that you have an opportunity to participate in it.


Eligibility

? Eligible Employees: ?All current Handspring employees ? Eligible Options: ?All unexercised stock options ? Required Options: ?If you elect to participate in the Option Exchange Program, any grants made within the past six months (since October 17, 2001) must also be exchanged


Program Details

? Cancel unexercised stock option grants ? Replacement Grant made at least six months and one day later with the same number of shares but a new strike price (closing price on the replacement grant date ...

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