**Exhibit 10.40**

 

**AMENDMENT NO. 1**

 

**TO COMPENSATION FOR BOARD SERVICE AND CHANGE OFCONTROL AGREEMENT BY AND BETWEEN INTELLISYNC CORPORATION (FORMERLY KNOWN ASPUMATECH, INC.) (“INTELLISYNC”)  ANDMICHAEL CLAIR (MR. CLAIR)**

 

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

 

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

 

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

 

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

 

II.                                     Except asexpressly amended by this Amendment, the Agreement shall remain in full forceand 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-EmployeeDirector Compensation**

 

1.               Intellisync shall pay each non-employee Boardmember annual compensation in the amount of Twenty Thousand Dollars($20,000),  to be paid in equal quarterlyinstallments, commencing on August 1, 2005, and continuing every yearthereafter; provided in each case that the Director’s service shall not haveterminated for any reason (including death or disability) prior to any suchquarterly payment date.

 

2.               Intellisync shall pay the non-employeeChairman of the Board an additional Fifteen Thousand Dollars ($15,000) to bepaid in equal quarterly installments, commencing on August 1, 2005, andcontinuing every year thereafter; provided in each case that the Director’sservice 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 BoardCommittee 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 theDirector’s service as Board Committee Chairman shall not have terminated forany reason (including death or disability) prior to any such quarterly paymentdate.

 

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

 

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

 

6.               Intellisync shall pay every othernon-employee Board Committee member of the Compensation Committee an additionalFive Thousand Dollars ($5,000) annually to be paid in equal quarterlyinstallments, commencing on August 1, 2005, and continuing every yearthereafter; provided in each case that the Director’s service as BoardCommittee member shall not have terminated for any reason (including death ordisability) prior to any such quarterly payment date.

 

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

 

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

 

9.               Intellisync shall pay the non-employee BoardCommittee Chairman of the Special Strategy Committee an additional TwentyThousand Dollars ($20,000) with Ten Thousand Dollars ($10,000) due upon theestablishment 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 memberof the Special Strategy Committee an additional Ten Thousand Dollars ($10,000)with Five Thousand Dollars ($5,000) due upon the establishment of theCommittee, and the final Five Thousand Dollars ($5,000) due upon thetermination of the Special Strategy Committee.

 

11.         Intellisync shall pay each non-employee Board member One ThousandDollars ($1,000) cash upon adjournment of each regularly scheduled Boardmeeting 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 thatsuch Board member is either unable to attend in person, or is not required toattend in person, but otherwise attends telephonically and in entirety.

 

13.         Intellisync shall pay each non-employee Board Committee Chairperson ormember cash in the amount shown in the following table under the columns titled“In Person” upon adjournment of each regularly scheduled meeting of eachCommittee of the Board of Directors that such Board Committee member attends inperson and in entirety or cash in the amount shown in the following table underthe columns titled “By Phone” within a reasonable time upon adjournment of eachregularly scheduled meeting of each Committee of the Board of Directors thatsuch Board Committee member is unable to attend in person, or is not requiredto attend in person, but otherwise attends telephonically and in entirety.  The Corporation shall make reasonable effortsto schedule Committee meetings immediately prior to or after regularlyscheduled 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 forreasonable expenses, including travel and lodging, in conjunction with Boardand Committee meeting attendance, as well as for activities and customermeetings as requested by Intellisync management.

 

Intellisyncreserves the right to change the compensation set forth in this schedule atany time, by resolution of the Board of Directors, or a duly authorizedcommittee thereof.

 

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