Exhibit 10.36


 


Terrance Valeski


 


Re:                               Compensation
for Board Service and Change of Control Agreement


 


Dear Terry:


 


Thank you for your
continuing service as a member of the Board of Directors of Intellisync
Corporation (“Intellisync” or the “Company”). 
As we have discussed, Intellisync would like you to continue your
service on its Board of Directors and its committees, and has agreed to
continue and extend certain benefits to you. 
Especially in light of recent legislation that has given rise to increasing
involvement by our Board, Intellisync is pleased to offer you the benefits
described in this letter.  Capitalized
terms are defined on Schedule 1, attached.


 


1.             Compensation for Board Participation and for Attendance
at Board and Committee Meetings.  
For so long as you remain a non-employee member of the Board, you shall
receive compensation on the terms and conditions consistent with similarly
situated non-employee members of the Board as described on Schedule 2,
attached.


 


2.             Acceleration of Vesting.  As you know, Intellisync has periodically granted
you options to purchase shares of its Common Stock.  Upon a Change of Control, you will
automatically receive accelerated vesting of all outstanding stock options then
held by you, and you shall be released from any outstanding Company repurchase
options on any shares of Common Stock then held by you, including shares
purchased after the date of this letter.


 


3.             Successors. 
Any successor to the Company (whether direct or indirect and whether by
purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets shall assume the
obligations under this letter and agree expressly to perform the obligations
under this letter in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a
succession.  For all purposes under this
letter, the term “Company” shall include any successor to the Company’s
business and/or assets which executes and delivers the assumption agreement
described in this Section 3 or which becomes bound by the terms of this
letter by operation of law.


 


4.             Law Governing; Arbitration.  This letter shall be governed by and
construed in accordance with the laws of the State of California. Any dispute
or controversy arising under or in connection with this letter shall be settled
exclusively in arbitration conducted in Santa Clara County, California, in
accordance with the rules of the American Arbitration Association then in
effect.  Judgment may be entered on the
arbitrator’s award in any court having jurisdiction.  Punitive damages shall not be awarded.  In any arbitration proceeding, the party
determined to be the prevailing party will be entitled to receive, in addition
to any other award, its attorneys’ fees and expenses of the proceeding.


 





















 


5.             Employment and Income Taxes.  All payments made pursuant to this letter
will be subject to withholding of applicable employment and income taxes, if
any.


 


Of course, each member of
the Board serves at the pleasure of the stockholders and nothing in letter is
intended to confer any rights upon you to remain a member of the Board.  This letter supercedes and replaces any
previous agreements between you and the Company regarding the subject matter
hereof.


 


By your signature below,
you indicate that you agree to the terms set out in this letter.


 


Very truly yours,


 


INTELLISYNC Corporation


 


	
  By:

  	
  /s/ KEITH
  KICTHEN

  	
   

  
	
   

  	
  Keith Kitchen

  	
   

  
	
   

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ TERRY
  VALESKI

  	
   

  
	
   

  	
  Terry Valeski

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  9/1/2005

  	
   

  



 


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SCHEDULE 1


 


Definition of Terms.  The following terms referred to in this
letter shall have the following meanings:


 


“Change of Control”
means the occurrence of any of the following events:


 


(a)  Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), excluding existing beneficial owners as of
the date of this letter, is or becomes the “beneficial owner” (as defined in Section 13d-3
of said Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities, excluding conversion of any convertible
securities issued as of the date of this letter;


 


(b)  The composition
of the Board of Directors changes during any period of 36 months that follows
the date of this letter, such that individuals who, at the beginning of the period,
were members of the Board of Directors (the “Continuing Directors”), cease for
any reason to constitute at least a majority thereof; unless at least 50% of
the Continuing Directors has either (i) approved the election of the new
Directors, (ii) if the election of the new Directors is voted on by
stockholders, recommended that the stockholders vote for approval, or (iii) otherwise
determined that such change in composition does not constitute a Change of
Control, even if the Continuing Directors do not constitute a quorum of the
whole Board (it being understood that this requirement shall not be capable of
satisfaction unless there is at least one Continuing Director); or


 


(c)  The
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50% of the
total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets.


 


Any other provision of
this schedule notwithstanding, the term Change of Control shall not include
either of the following events undertaken at the election of the Company:


 


(i)  Any
transaction, the sole purpose of which is to change the state of the Company’s
incorporation; or


 


(ii)  A transaction,
the result of which is to sell all or substantially all of the assets of the
Company to another corporation (the “surviving corporation”) provided that the
surviving corporation is owned directly or indirectly by the stockholders of
the Company immediately following such transaction in substantially the same
proportions as their ownership of the Company’s common stock immediately
preceding such transaction.


 


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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.


 


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


 


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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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