**Exhibit 10.18**

 
| September 15, 2005 |            |
|--------------------|------------|
| ** **         |
| ** **         |
| ** **         |
| ** **         |
| ** **         |
| ** **         |
| ** **         |
| David Eichler      | ** ** |

 

Re:          EmploymentOffer

 

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 termsof our offer of employment to you.  Weanticipate 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 agreeto devote all of your business time and attention to the business of the Companyduring the term of your employment.  Thisoffer is also contingent upon receipt of a satisfactory background check.

 

Your starting base salarywill be $225,000 per year, payable in accordance with the normal payrollpractices of the Company.  In additionyou will be eligible for an annual bonus of up to 30% of your salary for ontarget performance, paid on a quarterly basis, according to a plan to bedeveloped by the Company.

 

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

 

In addition, it will berecommended to the Company’s Board of Directors that you be granted an optionfor 500,000 shares of common stock. Pursuant to Intellisync’s standard stock option agreement, your shareswill 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 duringyour employment until fully vested.  Theexercise price shall be the fair market value of the shares on the date of theoption grant.  As an employee ofIntellisync, you will be subject to the Company’s Insider Trading Policy.  The Policy is attached to this letter foryour information.  Furthermore, as aSection 16 officer of the Company, you will be subject to certain reportingrequirements and other applicable securities laws.

 

In addition, pendingBoard approval, you will be eligible to enter into a change of controlagreement with the Company whereby you may receive twelve (12) months ofaccelerated vesting of all outstanding stock options then held by you at thetime of a Change of Control; provided that your service shall not haveterminated for any reason, other than for Good Reason, (including withoutlimitation, for death or disability) prior to any such Change of Control.  This accelerated vesting benefit shall bememorialized in a separate Change of Control agreement with Intellisync.

 

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

 

 

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youremployment, provided that you first sign a comprehensive release of claims infavor of the Company.

 

As used herein, atermination 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 yourselfor the Company into disrepute;

 

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

 

(d)       committed theft;

 

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

 

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

 

As an officer ofthe Company, you will be expected to abide by the Company’s rules andregulations.  We will ask you to sign andcomply with a proprietary information and nondisclosure agreement whichrequires, among other provisions, the assignment of patent rights to anyinvention made during your employment at the Company and nondisclosure ofproprietary information.  You will also berequired to submit satisfactory documentation respecting your identificationand right to work in the United States no later than three days after youremployment begins.  The easiest method ofsatisfying this requirement is to provide a valid state driver’s license, andeither your Social Security card or a copy of your birth certificate.  If you do not have these documents, pleasecall Jackie Plant in our benefits department immediately to discuss what otherdocument will satisfy the requirements of this law.  You will be asked to submit thisdocumentation on your first day of employment.

 

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

 

If you accept thisoffer, please sign this letter and the enclosed agreements, and return them toCheryl Borgonia, Director, Human Resources, by facsimile at (408)321.3852.  This offer is contingent uponyour countersignature of this letter, the accompanying documents and asatisfactory background check.  Thisoffer will remain open for three days from receipt.  If you have any questions, please contact medirectly.

 

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David, we lookforward 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) ProprietaryInformation and Inventions Agreement

B) Insider Trading Policy

 

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