Exhibit 10.40


 


AMENDMENT NO. 1


 


TO COMPENSATION FOR BOARD SERVICE AND CHANGE OF
CONTROL AGREEMENT BY AND BETWEEN INTELLISYNC CORPORATION (FORMERLY KNOWN AS
PUMATECH, INC.) (“INTELLISYNC”)  AND
MICHAEL CLAIR (MR. CLAIR)


 


This
Amendment No. 1 (“Amendment”) amends that certain Compensation for Board
Service and Change of Control Agreement dated October 18, 2003 (“the
Agreement”) as between the parties identified above.  This Amendment is effective as of the later
of the dates of execution by both parties (“Amendment Date”).


 


WHEREAS the parties agree to amend the Agreement to reflect
minor adjustments to the compensation of Intellisync’s non-employee Directors;


 


NOW, THEREFORE, in consideration of the mutual
covenants set forth herein and for other good and valuable consideration, the
parties agree to amend the Agreement according to the following:


 


I.                                         Schedule 2 of the
Agreement is deleted in its entirety and replaced with Exhibit A,
attached hereto and incorporated herein.


 


II.                                     Except as
expressly amended by this Amendment, the Agreement shall remain in full force
and effect in accordance with its terms.


 


 


	
  MICHAEL CLAIR

  	
  INTELLISYNC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ MICHAEL CLAIR

  	
   

  	
  By:

  	
  /s/ KEITH KITCHEN

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: 

  	
  Michael Clair

  	
   

  	
  Name: 

  	
  Keith Kitchen

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Chairman

  	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  8/24/05

  	
   

  	
  Date: 

  	
  8/29/05

  	
   

  
												



 


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EXHIBIT A


 


SCHEDULE 2


 


Schedule of Non-Employee
Director Compensation


 


1.               Intellisync shall pay each non-employee Board
member annual compensation in the amount of Twenty Thousand Dollars
($20,000),  to be paid in equal quarterly
installments, commencing on August 1, 2005, and continuing every year
thereafter; provided in each case that the Director’s service shall not have
terminated for any reason (including death or disability) prior to any such
quarterly payment date.


 


2.               Intellisync shall pay the non-employee
Chairman of the Board an additional Fifteen Thousand Dollars ($15,000) to be
paid in equal quarterly installments, commencing on August 1, 2005, and
continuing every year thereafter; provided in each case that the Director’s
service as Chairman of the Board shall not have terminated for any reason
(including death or disability) prior to any such quarterly payment date.


 


3.               Intellisync shall pay the non-employee Board
Committee Chairman of the Audit Committee an additional Twenty Thousand Dollars
($20,000) annually to be paid in equal quarterly installments, commencing on August 1,
2005, and continuing every year thereafter; provided in each case that the
Director’s service as Board Committee Chairman shall not have terminated for
any reason (including death or disability) prior to any such quarterly payment
date.


 


4.               Intellisync shall pay every other
non-employee Board Committee member of the Audit Committee an additional Seven
Thousand Five Hundred Dollars ($7,500) annually to be paid in equal quarterly
installments, commencing on August 1, 2005, and continuing every year
thereafter; provided in each case that the Director’s service as Board
Committee member shall not have terminated for any reason (including death or
disability) prior to any such quarterly payment date.


 


5.               Intellisync shall pay the non-employee Board
Committee Chairman of the Compensation Committee an additional Seven Thousand
Five Hundred Dollars ($7,500) annually to be paid in equal quarterly
installments, commencing on August 1, 2005, and continuing every year
thereafter; provided in each case that the Director’s service as Board
Committee Chairman shall not have terminated for any reason (including death or
disability) prior to any such quarterly payment date.


 


6.               Intellisync shall pay every other
non-employee Board Committee member of the Compensation Committee an additional
Five Thousand Dollars ($5,000) annually to be paid in equal quarterly
installments, commencing on August 1, 2005, and continuing every year
thereafter; provided in each case that the Director’s service as Board
Committee member shall not have terminated for any reason (including death or
disability) prior to any such quarterly payment date.


 


7.               Intellisync shall pay the non-employee Board
Committee Chairman of the Nomination and Governance Committee an additional
Seven Thousand Five Hundred Dollars ($7,500) annually to be paid in equal
quarterly installments, commencing on August 1, 2005, and continuing every
year thereafter; provided in each case that the Director’s service as Board
Committee Chairman shall not have terminated for any reason (including death or
disability) prior to any such quarterly payment date.


 


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8.               Intellisync shall pay every other
non-employee Board Committee member of the Nomination and Governance Committee
an additional Five Thousand Dollars ($5,000) annually to be paid in equal
quarterly installments, commencing on August 1, 2005, and continuing every
year thereafter; provided in each case that the Director’s service as Board
Committee member shall not have terminated for any reason (including death or
disability) prior to any such quarterly payment date.


 


9.               Intellisync shall pay the non-employee Board
Committee Chairman of the Special Strategy Committee an additional Twenty
Thousand Dollars ($20,000) with Ten Thousand Dollars ($10,000) due upon the
establishment of the Committee, and the final Ten Thousand Dollars ($10,000)
due upon the termination of the Special Strategy Committee.


 


10.         Intellisync shall pay every other non-employee Board Committee member
of the Special Strategy Committee an additional Ten Thousand Dollars ($10,000)
with Five Thousand Dollars ($5,000) due upon the establishment of the
Committee, and the final Five Thousand Dollars ($5,000) due upon the
termination of the Special Strategy Committee.


 


11.         Intellisync shall pay each non-employee Board member One Thousand
Dollars ($1,000) cash upon adjournment of each regularly scheduled Board
meeting that such Board member attends in person and in entirety.


 


12.         Intellisync shall pay each non-employee Board member Five Hundred
($500) cash upon adjournment of each regularly scheduled Board meeting that
such Board member is either unable to attend in person, or is not required to
attend in person, but otherwise attends telephonically and in entirety.


 


13.         Intellisync shall pay each non-employee Board Committee Chairperson or
member cash in the amount shown in the following table under the columns titled
“In Person” upon adjournment of each regularly scheduled meeting of each
Committee of the Board of Directors that such Board Committee member attends in
person and in entirety or cash in the amount shown in the following table under
the columns titled “By Phone” within a reasonable time upon adjournment of each
regularly scheduled meeting of each Committee of the Board of Directors that
such Board Committee member is unable to attend in person, or is not required
to attend in person, but otherwise attends telephonically and in entirety.  The Corporation shall make reasonable efforts
to schedule Committee meetings immediately prior to or after regularly
scheduled Board meetings.


 


	
   

  	
   

  	
  Audit Committee

  	
   

  	
  Compensation

  Committee

  	
   

  	
  Nomination and

  Governance

  Committee

  	
   

  	
  Special Strategy

  Committee

  	
   

  
	
   

  	
   

  	
  In

  Person

  	
   

  	
  By

  Phone

  	
   

  	
  In

  Person

  	
   

  	
  By

  Phone

  	
   

  	
  In

  Person

  	
   

  	
  By

  Phone

  	
   

  	
  In

  Person

  	
   

  	
  By

  Phone

  	
   

  
	
  Chairperson

  	
   

  	
  $

  	
  1,500

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  750

  	
   

  
	
  Member

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  500

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  500

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  500

  	
   

  	
  $

  	
  750

  	
   

  	
  $

  	
  500

  	
   

  



 


14.         Intellisync shall pay and reimburse the non-employee Board members for
reasonable expenses, including travel and lodging, in conjunction with Board
and Committee meeting attendance, as well as for activities and customer
meetings as requested by Intellisync management.


 


Intellisync
reserves the right to change the compensation set forth in this schedule at
any time, by resolution of the Board of Directors, or a duly authorized
committee thereof.


 


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