Exhibit 10.11


 


First Amendment


To


EMPLOYMENT AGREEMENT


 


This First Amendment to
the Employment Agreement (“Amendment”) is entered into between Intellisync
Corporation (formerly known as Pumatech, Inc.) (“Intellisync.) and Woodson
Hobbs (“Hobbs”), and amends the Employment Agreement by and between Intellisync
and Hobbs dated June 14, 2002 (the “Agreement”).  The Effective Date of this Amendment is
August 24, 2005 (“Amendment Effective Date”).


 


In consideration of the
promises and the mutual covenants hereinafter contained and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.             The parties agree to delete the definition of “Severance
Period” as described in the Agreement, and replace it with the following
modified definition:


 


“’Severance
Period’ means the six month period following an Involuntary
Termination,  termination for death or
Disability, as well as termination during the Change of Control Period.”


 


2.             Hobbs
agrees that prior to receiving the Severance Benefits described in Section 6 of
the Agreement, as well as the increased severance payments to cover Hobbs’
Excise Tax as described in Section 18 of the Agreement, that he will first sign
a comprehensive release of claims in favor of the Company or the Company’s
successor, substantially in the form attached hereto as Schedule 1.


 


3.             Except as amended hereby, the remaining
terms and conditions of the Agreement will remain unmodified and in full force
and effect in accordance with its terms.


 


4.             Capitalized terms used in this Amendment
and not defined herein shall have the meanings given to them or referenced in
the Agreement.


 


5.             This Amendment may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. 
This Amendment may be duly executed and delivered by a party by
execution and facsimile delivery of the signature page of a counterpart to the
other party, provided that, if delivery is made by facsimile, the executing
party shall promptly deliver a complete counterpart that it has executed to the
other party.


 





















 


IN WITNESS WHEREOF,
Intellisync and Hobbs have caused this Amendment to be executed, effective as
of the date first set forth above.


 


	
  INTELLISYNC CORPORATION

  	
  Woodson Hobbs, an individual

  
	
   

  	
   

  
	
  By:

  	
          s/
  KEITH KITCHEN

  	
   

  	
  By:

  	
       /s/ WOODSON HOBBS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
         Keith
  Kitchen

  	
   

  	
  Name:

  	
      Woodson Hobbs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    CAO

  	
   

  	
  Date:

  	
      10/11/05

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
       October 11, 2005

  	
   

  	
   

  	
   

  	
   

  
										



 





















 


SCHEDULE
1


 


Release
Agreement 


 


This Release Agreement (the “Agreement”), dated as of             ,  is entered into by and between Woodson Hobbs
(“Executive”) and Intellisync Corporation (the “Company”).


 


Whereas, Executive and the Company entered into that
certain Employment Agreement, as amended, dated June 14, 2002 (the “Employment
Agreement”);


 


Whereas, pursuant to the Employment Agreement,
Executive is entitled to certain salary and benefits continuation payments if
his employment is terminated other than for “Cause” (as defined in the
Employment Agreement) and he first provides a comprehensive release of claims
to the Company;


 


Whereas, Executive and
the Company desire to implement the salary and benefits continuation payments
contemplated by the Employment Agreement by entering into this Agreement;


 


THEREFORE, for good and
valid consideration the sufficiency of which Executive and the Company hereby
acknowledge, Executive and the Company hereby agree as follows:


 


1.     Executive
hereby releases the Company and its shareholders, officers, directors,
employees, and legal successors (collectively, the “Releasees”), from any and
all claims, liabilities, demands and causes of action, whether known or
unknown, which Executive has, may have or claim to have against any of the
Releasees as of the date Executive executes this Agreement, including but not
limited to all claims, liabilities, demands and causes of action which relate
to or arise out of Executive’s employment with the Company or the termination
of Executive’s employment with the Company.


 


2.     Executive
hereby agrees not to file any lawsuit or other action to assert such claims,
which include, but are not limited to, any claims of wrongful termination,
breach of contract, fraud, infliction or emotional distress or any claims of
age, race, sex, disability, national origin or other discrimination or
harassment under federal, state or local laws prohibiting such discrimination
or harassment.


 


2.     Executive
has read Section 1542 of the Civil Code of the State of California, which
states in its entirety:


 


A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.


 


Executive hereby waives
any right or benefit he has under Section 1542 or any similar law of any other
jurisdiction, including New Hampshire, to the full extent that he may lawfully
waive such rights with respect to his release of claims.  Executive acknowledges that he is releasing
all known and unknown claims by signing this document.


 


3.     Executive
specifically agrees that this Agreement releases any claims he might under the
Age Discrimination in Employment Act (“ADEA”), and that he specifically agrees
not to file any lawsuit or other action to assert such a claim.


 


4.     Executive
has carefully read and fully understands this Agreement and the release
contained herein and has not relied on any statement, written or oral, which is
not set forth in this document.


 





















 


5.     Executive
will be provided up to 21 days from the date this Agreement is presented to him
to accept the terms of this Agreement, although he may accept it at any time
within those 21 days.  Executive is
advised, if he wishes, to consult with an attorney regarding this
Agreement.  The Company agrees that
Executive’s ADEA release of claims does not apply to any rights or claims that
may arise under the ADEA after the Effective Date (as hereinafter defined) of
this Agreement.


 


6.     Executive
may accept this Agreement by dating and signing it and returning it to the
attention of the Chief Financial Officer at Company.  Once Executive does so, he will still have an
additional 7 days in which to revoke his acceptance by sending to Company, to
the attention of the Chief Executive Officer, 
via fax at (408) 321-3893, and also by first class mail, a written
statement of revocation.  If Executive
does not revoke, the eighth day after the date of his acceptance will be the “Effective
Date” of this Agreement.


 


 


	
  Date: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Woodson Hobbs

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
  INTELLISYNC CORPORATION