Exhibit 10.18


 


	
  September 15, 2005

  	
  

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  David Eichler

  	
   

  



 


Re:          Employment
Offer


 


Dear David:


 


On behalf of Intellisync,
I am pleased to offer you the position of Chief Financial Officer.  This letter is intended to describe the terms
of our offer of employment to you.  We
anticipate that your start date will be on or before October 3, 2005.  You will report directly to me.  This is a full-time position, and you agree
to devote all of your business time and attention to the business of the Company
during the term of your employment.  This
offer is also contingent upon receipt of a satisfactory background check.


 


Your starting base salary
will be $225,000 per year, payable in accordance with the normal payroll
practices of the Company.  In addition
you will be eligible for an annual bonus of up to 30% of your salary for on
target performance, paid on a quarterly basis, according to a plan to be
developed by the Company.


 


As a full-time employee,
you will be eligible to participate in the Company’s medical, dental, life
insurance, and long-term disability programs as of the first day of your
employment.  You will also be eligible to
participate in Intellisync’s flexible spending account and 401(k) programs,
subject to normal eligibility and enrollment restrictions, as of the first day
of your employment.  The Company retains
the right to modify or change its benefits and compensation policies from
time-to-time, as it deems necessary.


 


In addition, it will be
recommended to the Company’s Board of Directors that you be granted an option
for 500,000 shares of common stock. 
Pursuant to Intellisync’s standard stock option agreement, your shares
will vest over a four year period, beginning on your start date, with 25% “cliff”
vesting at the end of the first year and the remainder vesting monthly during
your employment until fully vested.  The
exercise price shall be the fair market value of the shares on the date of the
option grant.  As an employee of
Intellisync, you will be subject to the Company’s Insider Trading Policy.  The Policy is attached to this letter for
your information.  Furthermore, as a
Section 16 officer of the Company, you will be subject to certain reporting
requirements and other applicable securities laws.


 


In addition, pending
Board approval, you will be eligible to enter into a change of control
agreement with the Company whereby you may receive twelve (12) months of
accelerated vesting of all outstanding stock options then held by you at the
time of a Change of Control; provided that your service shall not have
terminated for any reason, other than for Good Reason, (including without
limitation, for death or disability) prior to any such Change of Control.  This accelerated vesting benefit shall be
memorialized in a separate Change of Control agreement with Intellisync.


 


In addition, should the
Company terminate your position for any reason other than Good Reason, you
shall be entitled to receive, as a severance, six months continuation of your
base salary, subject to all payroll withholdings, based upon your base salary
as of the start date of


 





 





















 


your
employment, provided that you first sign a comprehensive release of claims in
favor of the Company.


 


As used herein, a
termination for “Good Reason” means a termination if you have:


 


(a)        committed any serious breach or repeated or continued
(after warning) any material breach of your obligations hereunder;


 


(b)       been guilty of conduct tending to bring yourself
or the Company into disrepute;


 


(c)        failed to perform your duties to a satisfactory
standard after having received a written warning from the Company relating to
the same;


 


(d)       committed theft;


 


(e)        committed any criminal or civil acts prejudicial to the
Company whether or not committed in the course of your employment;


 


(f)        committed any other offence of a similar gravity
to the examples above, as these examples are neither exclusive nor exhaustive;


 


As an officer of
the Company, you will be expected to abide by the Company’s rules and
regulations.  We will ask you to sign and
comply with a proprietary information and nondisclosure agreement which
requires, among other provisions, the assignment of patent rights to any
invention made during your employment at the Company and nondisclosure of
proprietary information.  You will also be
required to submit satisfactory documentation respecting your identification
and right to work in the United States no later than three days after your
employment begins.  The easiest method of
satisfying this requirement is to provide a valid state driver’s license, and
either your Social Security card or a copy of your birth certificate.  If you do not have these documents, please
call Jackie Plant in our benefits department immediately to discuss what other
document will satisfy the requirements of this law.  You will be asked to submit this
documentation on your first day of employment.


 


It is the
understanding of both parties that your employment with the Company is “at
will,” and for no specific period, and accordingly may be terminated by either
party at any time for any reason, with or without cause.  This letter and its supporting agreements
(including the Proprietary Information and Inventions Agreement and Insider
Trading Policy, the terms of which are incorporated by reference herein)
constitutes the full and complete agreement between us regarding the terms of
your employment with the Company.  Any
contrary or inconsistent representations which may have been made or which may
be made to you are superseded by this offer. 
Any modifications of the terms set out herein must be in writing and
signed by yourself and an authorized representative of Intellisync.


 


If you accept this
offer, please sign this letter and the enclosed agreements, and return them to
Cheryl Borgonia, Director, Human Resources, by facsimile at (408)
321.3852.  This offer is contingent upon
your countersignature of this letter, the accompanying documents and a
satisfactory background check.  This
offer will remain open for three days from receipt.  If you have any questions, please contact me
directly.


 


2





















 


David, we look
forward to having you join the Intellisync team.


 


Sincerely,


 


	
  /s/ WOODSON HOBBS

  	
   

  
	
  Woodson (Woody) Hobbs

  
	
  President & CEO

  



 


	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ DAVID EICHLER

  	
   

  	
  Date: 

  	
  10/03/05

  	
   

  
	
  David Eichler

  	
   

  	
   

  



 


Attachments


 


A) Proprietary
Information and Inventions Agreement


B) Insider Trading Policy