**Exhibit 10.20**

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EXECUTION COPY

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**SEVERANCEAGREEMENT AND MUTUAL RELEASE**

**RECITALS**

ThisSeverance Agreement and Mutual Release (“Agreement”) is made by and betweenSaid Mohammadioun (“Executive”) and Intellisync Corporation (“Company”)(collectively referred to as the “Parties” and individually a “Party”):

WHEREAS,Executive has been a senior Executive and member of the Company’s Board ofDirectors since December 29, 2003;

WHEREAS,Company and Executive have entered into Stock Option Agreements dated December29, 2003, December 22, 2004, and March 1, 2004, granting Executive the optionto purchase shares of Company’s common stock subject to the terms andconditions of Company’s 2002 Stock Plan, as amended, and the Stock OptionAgreement (collectively, the “Stock Agreements”)

WHEREAS,the Executive has submitted his resignation from the Company as the Company’sChief Technology Officer effective October 14, 2005; and

WHEREAS,the Parties, and each of them, wish to resolve any and all disputes, claims,complaints, grievances, charges, actions, petitions and demands that each Partymay have against the other Party arising or in any way related to Executive’semployment with, or separation from, Company;

NOWTHEREFORE, in consideration of the promises made herein, the Parties herebyagree as follows:

**AGREEMENTAND COVENANTS**

# 1.             Termination of Employment.  Company and Executive acknowledge and agreethat Executive’s resignation from the Company is effective October 14, 2005(the “Termination Date”).

# 2.             Consideration.

## (a)           SeverancePayments.  In consideration forexecuting this Agreement, Company agrees to pay Executive as severance pay, theequivalent of Executive’s base salary through December 31, 2005, lessapplicable withholding, in accordancewith the Company’s regular payroll practices. The Company shall not be obligated to make any such payment until afterthe Effective Date.  Executiveacknowledges that Company will issue to him a Form W-2 in connection with suchpayments.

## (b)           Stock.  Notwithstanding anything to the contrary inthe Stock Agreements, the Parties agree that for purposes of determining thenumber of shares of the Company’s common stock which Executive is entitled topurchase from the Company pursuant to the exercise of outstanding options,Executive shall, as of the Termination Date, be vested as to that number ofoption shares as to which Executive would have been vested under the

 

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## StockOption Agreements had Executive remained employed with the Company throughDecember 31, 2005 (collectively, the “Vested Option Shares”).  The Parties agree that as of the TerminationDate, the vested Option Shares total Two Hundred Forty-Five Thousand TwoHundred Twenty (245,220) shares (which includes the additional vestingdescribed in the preceding sentence).  Tothe extent option shares are not vested on the Termination Date, they shall betreated in accordance with the Stock Agreements upon the Termination Date.  Notwithstanding anything to the contrary inthe Stock Agreements, Executive shall have the right to exercise his vestedstock options until (6) months following the Termination Date (April 14, 2006).

## (c)           Benefits.Executive’s health insurance benefits shall cease as of October 31, 2005,subject to Executive’s right to continue his health insurance under ConsolidatedOmnibus Budget Reconciliation Act (“COBRA”).  The Company agrees that inthe event Executive elects COBRA continuation coverage, the Company shall payany COBRA premiums for Executive, Executive’s spouse and Executives dependentchildren for a period through December 31, 2005, unless Executive obtainscomparable coverage with a new employer prior to the expiration of said period(in which event Executive agrees to immediately notify Company of saidevent).  Executive’s participation in allother benefits and incidents of employment with Company, except as providedherein, shall cease on the Termination Date. Executive shall cease accruing employee benefits, including, but notlimited to, vacation time and paid time off as of the Termination Date.

## (d)           OfficeEmail Access and Laptop Computer. Company agrees that until December 31, 2005, Executive shall continue tohave access to his Company email, calendar, contacts and other electronicfiles.  In addition, Company shall, uponrequest by Executive, sell to the Executive the laptop computer used byExecutive as an employee at a price equal to the fully depreciated book valueof such laptop computer on the books of the Company..

## (e)           ExpenseReimbursement.  Provided Executivesubmits appropriate documentation by October 31, 2005, the Company agrees toreimburse his reasonable business expenses in accordance with Company policy.

# 3.             Confidential Information.  Executive shall continue to maintain theconfidentiality of all confidential and proprietary information of Company andshall continue to comply with the terms and conditions of the NoncompeteAgreement.  Prior to the TerminationDate, unless earlier requested by the Company, Executive shall return all ofCompany’s property and confidential and proprietary information in hispossession to Company.

# 4.             Paymentof Salary.  Not later than theTermination Date, the Company shall deliver to Executive a check representingall wages due and owing as of that date (other than the salary continuationpayments required under Section 2(a)), including any accrued vacation pay.  Executive hereby acknowledges and representsthat upon receipt of payment in full of all payments required under Section 2,above, the Company shall have then paid all salary, wages, bonuses, accruedvacation, commissions and any and all other monetary benefits due to Executivethrough the Termination Date.

 

 

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# 5.             Release of Claims by Executive.  Executive agrees that the foregoingconsideration represents settlement in full of all outstanding obligations owedto Executive by Company and its officers, directors, managers, supervisors,agents and employees relating to his employment by the Company.  Executive, on his own behalf, and on behalf ofhis respective heirs, family members, executors, agents, and assigns, herebyfully and forever releases Company and its officers, directors, managers,agents, employees, investors, stockholders, administrators, affiliates,divisions, subsidiaries, predecessor and successor corporations, and assigns,from, and agrees not to sue concerning, any claim, duty, obligation or cause ofaction relating to any matters of any kind, whether presently known or unknown,suspected or unsuspected, that Executive may possess arising from anyomissions, acts or facts that have occurred up until and including theEffective Date of this Agreement relating to his employment by the Company andthe termination thereof including, without limitation:

## (a)           anyand all claims relating to or arising from Executive’s employment relationshipwith Company and the termination of that relationship;

## (b)           anyand all claims relating to, or arising from, Executive’s right to purchase, oractual purchase or sale of shares of capital stock of Company, including,without limitation, any claims for fraud, misrepresentation, breach offiduciary duty, breach of duty under applicable state corporate law, andsecurities fraud under any state or federal law;

## (c)           anyand all claims under the law of any jurisdiction including, but not limited to,wrongful discharge of employment; constructive discharge from employment;termination in violation of public policy; discrimination; breach of contract,both express and implied; breach of a covenant of good faith and fair dealing,both express and implied; promissory estoppel; negligent or intentionalinfliction of emotional distress; negligent or intentional misrepresentation;negligent or intentional interference with contract or prospective economicadvantage; unfair business practices; defamation; libel; slander; negligence;personal injury; assault; battery; invasion of privacy; false imprisonment; andconversion;

## (d)           anyand all claims for violation of any federal, state or municipal statute,including, but not limited to, Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, theAmericans with Disabilities Act of 1990, the Sarbanes-Oxley Act, the Fair LaborStandards Act, the Employee Retirement Income Security Act of 1974, The WorkerAdjustment and Retraining Notification Act, Older Workers Benefit ProtectionAct; the California Fair Employment and Housing Act, and the California LaborCode;

## (e)           anyand all claims for violation of the federal, or any state, constitution;

## (f)            anyand all claims arising out of any other laws and regulations relating toemployment or employment discrimination;

 

 

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## (g)           anyclaim for any loss, cost, damage, or expense arising out of any dispute overthe non-withholding or other tax treatment of any of the proceeds received byExecutive as a result of this Agreement; and

## (h)           anyand all claims for attorneys’ fees and costs.

Companyand Executive agree that the release set forth in this section shall be andremain in effect in all respects as a complete general release as to thematters released.  However, this releasedoes not extend to any obligations under this Agreement.  Notwithstanding the foregoing, if Company breachesthis Agreement (including, without limitation, the payment obligations ofCompany hereunder), then this release shall be deemed to be null and void andof no force or effect and any other obligations of the Executive hereundershall be deemed to terminate at such time.

# 6.             Acknowledgement of Waiver ofClaims Under ADEA.  Executiveacknowledges that he is waiving and releasing any rights he may have under theAge Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver andrelease is knowing and voluntary. Executive and the Company agree that this waiver and release does notapply to any rights or claims that may arise under ADEA after the EffectiveDate of this Agreement.  Executiveacknowledges that the consideration given for this waiver and release Agreementis in addition to anything of value to which Executive was alreadyentitled.  Executive further acknowledgesthat he has been advised by this writing that

## (a)           heshould consult with an attorney prior to executing this Agreement;

## (b)           hehas up to twenty-one (21) days within which to consider this Agreement;

## (c)           hehas seven (7) days following his execution of this Agreement to revoke theAgreement;

## (d)           thisAgreement shall not be effective until the revocation period has expired; and

## (e)           nothingin this Agreement prevents or precludes Executive from challenging or seeking adetermination in good faith of the validity of this waiver under the ADEA, nordoes it impose any condition precedent, penalties or costs from doing so,unless specifically authorized by federal law.

# 6A.          Releaseof Claims by Company.  Company, onits own behalf, and on behalf of its respective officers, directors, managers,agents, employees, investors, stockholders, administrators, affiliates,divisions, subsidiaries, predecessor and successor corporations, and assignsforever releases Employee and his heirs, family members, executors, agents, andassigns from, and agrees not to sue concerning, any claim, duty, obligation orcause of action relating to any matters of any kind, whether presently known orunknown, suspected or unsuspected, that Company may possess arising from anyomissions, acts or facts that have occurred up until and including theEffective Date of this Agreement relating to Executive’s employment by theCompany and the termination thereof including, without limitation:

 

 

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## (a)           anyand all claims relating to or arising from Employee’s employment relationshipwith Company and the termination of that relationship;

## (b)           anyand all claims under the law of any jurisdiction including, but not limited to,breach of contract, both express and implied; breach of a covenant of goodfaith and fair dealing, both express and implied; promissory estoppel;negligent or intentional misrepresentation; breach of fiduciary duty; breach ofduty of loyalty; negligent or intentional interference with contract orprospective economic advantage; unfair business practices; defamation; libel;slander; negligence; conversion, and any and all claims for violation of anyfederal or state constitution and federal, state or municipal statute,including, but not limited to, the California Business & Professions Code,or similar laws; and

## (c)           anyand all claims for attorneys’ fees and costs.

Companyand Employee agree that the release set forth in this section shall be andremain in effect in all respects as a complete general release as to thematters released.  Notwithstanding, theParties agree that the Company’s release in this paragraph 6A does not apply toany misappropriation of Company trade secret information nor to any criminalconduct against the Company for which Executive may have been convicted such asfraud or embezzlement, and that it similarly does not extend to any obligationsincurred under this Agreement. Notwithstanding the foregoing, if Executivebreaches this Agreement, then this release shall be deemed to be null and voidand of no force or effect and any other obligations of the Company hereundershall be deemed to terminate at such time.

# 7.             Civil Code Section 1542.  The Parties represent that they are not awareof any claim by either of them other than the claims that are released by thisAgreement.  Executive and Companyacknowledge that they have each been advised by legal counsel and are familiarwith the provisions of California Civil Code Section 1542, which provides asfollows:

AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HERSETTLEMENT WITH THE DEBTOR.

Eachof the Parties, being aware of said code section, agrees to expressly waive anyrights he or it may have thereunder, as well as under any other statute orcommon law principles of similar effect.

7.A.         Assistanceto Company.  Executiveagrees to render reasonable transition assistance to Company, including, butnot limited to, responding to reasonable requests from the Company’s Board of Directors,Chief Executive Officer, Chief Financial Officer, or the Company’s legalcounsel in connection with any and all existing or future litigation orprocedures to perfect the Company’s intellectual property rights.  Executive also agrees to furnish uponreasonable request, information necessary in order to assist the Company in 

 

 

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meeting the Company’s reporting requirements and Executive’s continuingSection 16 reporting obligations on a timely manner and as prescribed by thethen current SEC and/or applicable exchange rules.

# 8.             Insider Status.

## (a)           Executiveacknowledges that prior to the Termination Date, he will continue to have be a “Section16 Individual” as defined under Company’s Insider Trading Policy, as amendedthrough the date hereof, a copy of which Executive acknowledges he haspreviously received.  From the dateExecutive executes this Agreement through the Termination Date, Company shalltake reasonable efforts to not make Executive privy to material, not-publicinformation regarding Company of which Executive is not already aware.  The Parties agree that following theTermination Date, Executive will no longer be a Section 16 Individual.

## (b)           Notwithstandingthe foregoing, Executive acknowledges and agrees that (i) he shall be subjectto all applicable laws with respect to trading on material, nonpublicinformation regarding Company and (ii) he, and not Company, shall beresponsible for all reporting obligations that Executive may have under Section16 of the Securities Exchange Act of 1934, as amended (“Section 16” and the “ExchangeAct” respectively).

## (c)           Executiveshall continue to be covered by all indemnification provisions applicable toofficers of the Company pursuant to the Company’s charter and by-laws andpursuant to any indemnification agreements or programs for the benefit ofofficers or directors of the Company. The rights of Executive under this paragraph 8(c) shall survive and beapplicable for so long as Executive may be subject to any claim, demand, actionor cause of action, liability, cost or expense in respect of which thisparagraph is intended to protect and indemnify him.

# 9.             No Pending or Future Lawsuits.  The Parties each represent that they have nolawsuits, claims, or actions pending in their name, or on behalf of any otherperson or entity, against the other party or in the case of Executive, againstany officer or director of the Company. The Parties also each represent that they do not intend to bring anyclaims on their own behalf or on behalf of any other person or entity againstthe other Party or in the case of Executive, against any officer or director ofthe Company.

# 10.           Confidentiality.  The Parties each acknowledge that the other’sagreement to keep the terms and conditions of this Agreement confidential was amaterial factor on which all parties relied in entering into this Agreement.Each of the Parties agrees to use his or its best efforts to maintain inconfidence the existence of this Agreement, the contents and terms of thisAgreement, and the consideration for this Agreement (hereinafter collectivelyreferred to as “Settlement Information”). Each of the Parties agrees to takeevery reasonable precaution to prevent disclosure of any Settlement Informationto third parties, and agrees that there will be no publicity, directly orindirectly, concerning any Settlement Information.  Each of the Parties agrees to take everyprecaution to disclose Settlement Information only to those attorneys,accountants, governmental entities, and family members who have a reasonableneed to know of such Settlement Information. Notwithstanding, the Parties agree that with respect to the

 

 

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# Company’s obligationspursuant to the provisions of this paragraph, they shall extend only to theCompany’s executive officers and members of the Board of Directors, and thenonly for so long as they are executives or directors of the Company.  The foregoing provisions of this paragraph 10shall not be applicable to any legally required disclosure or in the event andafter any such legally required disclosure. The Company shall give Executive reasonable opportunity to comment onany press release or other public disclosures that the Company in good faithdetermines to release concerning Executive’s departure from the Company.

# 11.           No Cooperation.  Executive agrees that he will not encourage,counsel or assist any attorneys or their clients in the presentation orprosecution of any disputes, differences, grievances, claims, charges, orcomplaints by any third party against the Company unless under a subpoena orother court order to do so.  Executiveshall inform the Company in writing within 10 days of receiving any suchsubpoena or other court order.

# 12.           Non-Disparagement.  Each of the Parties agrees to refrain fromany defamation, libel or slander of the Releasees, and any tortiousinterference with the contracts, relationships and prospective economicadvantage of the other.  The Company agreesthat its executive officers and members of the Board of Directors will refrainfrom any disparagement, criticism, defamation, slander of Executive, ortortious interference with the contracts and relationships of Executive for solong as they are Executives or Directors of the Company.  Any inquiry by potential future employers ofExecutive with respect to Executive’s employment by the Company, shall bedirected to Cheryl Borgonia, Director of Human Resources.  The Company shall respond to any such inquiriesby giving out only the Executive’s dates of employment by the Company.  The Parties agree that any potential futureemployers may also be referred by the Executive or by the Company to thecurrent Chairman of the Board of the Company.

# 13.           Non-Solicitation.  Executive agrees that for a period of twelve(12) months immediately following the Effective Date of this Agreement,Executive shall not either directly or indirectly solicit, induce, or recruitany of Company’s employees to leave their employment, or attempt to solicit,induce or recruit employees of Company, either for himself or any other personor entity.

# 14.           No Admission of Liability.  The Parties understand and acknowledge thatthis Agreement constitutes a compromise and settlement of disputed claims.  No action taken by the Parties hereto, oreither of them, either previously or in connection with this Agreement shall bedeemed or construed to be: (a) an admission of the truth or falsity of anyclaims heretofore made or (b) an acknowledgment or admission by either party ofany fault or liability whatsoever to the other party or to any third party.

# 15.           Costs.  The Parties shall each bear their own costs,expert fees, attorneys’ fees and other fees incurred in connection with thisAgreement.

# 16.           Arbitration.  The Parties agree that any and all disputesarising out of, or relating to, the terms of this Agreement, itsinterpretation, and any of the matters herein released, shall be subject tobinding arbitration in Santa Clara County before the American ArbitrationAssociation under its National Rules for the Resolution of EmploymentDisputes.  The Parties agree that theprevailing party in any arbitration shall be entitled to injunctive relief inany court of competent

 

 

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# jurisdiction to enforce thearbitration award.  The Parties agreethat the prevailing party in any arbitration shall be awarded its reasonableattorneys’ fees and costs.  The Partieshereby agree to waive their right to have any dispute between them resolved ina court of law by a judge or jury.

# 17.           Authority.  Company represents and warrants that theundersigned has the authority to act on behalf of Company and to bind Companyand all who may claim through it to the terms and conditions of thisAgreement.  Executive represents andwarrants that he has the capacity to act on his own behalf and on behalf of allwho might claim through him to bind them to the terms and conditions of thisAgreement.  Each Party warrants andrepresents that there are no liens or claims of lien or assignments in law orequity or otherwise of or against any of the claims or causes of actionreleased herein.

# 18.           Notices. Any notice under thisAgreement may be made as follows, by mail or fax:

If to Executive:

Said Mohammadioun

7450 Wildercliff Drive

Atlanta, GA 30328

 

If to Company:

Richard C. Mosher, Esq.

General Counsel

Intellisync Corporation

2550 N. First St., Suite 500

San Jose, CA 95131

# 19.           No Representations.  Each party represents that it has had the opportunityto consult with an attorney, and has carefully read and understands the scopeand effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made bythe other party hereto which are not specifically set forth in this Agreement.

# 20.           Severability.  In the event that any provision hereofbecomes or is declared by a court of competent jurisdiction or thearbitrator(s) under paragraph 18 to be illegal, unenforceable or void, thisAgreement shall continue in full force and effect without said provision solong as the remaining provisions remain intelligible and continue to reflectthe original intent of the Parties.

# 21.           EntireAgreement. This Agreement and the documents and agreements referred toherein represent the entire agreement and understanding between Company andExecutive concerning the subject matter of this Agreement and Executive’srelationship with Company, and supersedes and replaces any and all prioragreements and understandings between the Parties concerning the subject matterof this Agreement and Executive’s relationship with Company, (except that theConfidentiality Agreement and the Stock Agreement may be modified but notreplaced hereof).

 

 

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# 22.           No Waiver.  The failure of either of the Parties toinsist upon the performance of any of the terms and conditions in thisAgreement, or the failure to prosecute any breach of any of the terms andconditions of this Agreement, shall not be construed thereafter as a waiver ofany such terms or conditions.  Thisentire Agreement shall remain in full force and effect as if no suchforbearance or failure of performance had occurred.

# 23.           No Oral Modification.  This Agreement may only be amended in a writingsigned by Executive and the Company.

# 24.           Governing Law.  This Agreement shall be deemed to have beenexecuted and delivered within the State of California, and it shall beconstrued, interpreted, governed, and enforced in accordance with the laws of theState of California, without regard to conflict of law principles.  To the extent that either party seeksinjunctive relief in any court having jurisdiction each party hereby consentsto personal and exclusive jurisdiction and venue in the state and federalcourts of the State of California.

# 25.           Effective Date.  This Agreement is effective after it has beensigned by both parties and after seven (7) days have passed since Executive hassigned the Agreement (“the Effective Date”).

# 26.           Counterparts.  This Agreement may be executed incounterparts, and each counterpart shall have the same force and effect as anoriginal and shall constitute an effective, binding agreement on the part ofeach of the undersigned.

# 27.           Voluntary Execution of Agreement.  This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Partieshereto, with the full intent of releasing all claims.  The Parties acknowledge that:

## (a)           Theyhave read this Agreement;

## (b)           Theyhave been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of their own choice or that they have voluntarilydeclined to seek such counsel;

## (c)           Theyunderstand the terms and consequences of this Agreement and of the releases it contains;

## (d)           Theyare fully aware of the legal and binding effect of this Agreement.

 

 

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IN WITNESS WHEREOF, the Parties have executed thisAgreement on the respective dates set forth below.

 
|   |     |   | Intellisync Corporation                  |
|--------|----------|--------|------------------------------------------|
|   |     |   |                                     |   |
| Dated: | 10/24/05 |   | By                                       | /s/ KEITH KITCHEN |
|   |     |   |                                     |   |
|   |     |   | Name                                     | Keith Kitchen |
|   |     |   |                                     |   |
|   |     |   | Title                                    | Chief Accounting Officer |
|   |     |   |                                     |   |
|   |     |   | Said Mohammadioun, an individual         |
|   |     |   |                                     |   |
| Dated: | 10/15/05 |   |     /s/ SAID MOHAMMADIOUN |
|   |     |   | Said Mohammadioun                        |

 

 

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