**Exhibit 10.11**

 

First Amendment

To

EMPLOYMENT AGREEMENT

 

This First Amendment tothe Employment Agreement (“Amendment”) is entered into between IntellisyncCorporation (formerly known as Pumatech, Inc.) (“Intellisync.) and WoodsonHobbs (“Hobbs”), and amends the Employment Agreement by and between Intellisyncand Hobbs dated June 14, 2002 (the “Agreement”).  The Effective Date of this Amendment isAugust 24, 2005 (“Amendment Effective Date”).

 

In consideration of thepromises and the mutual covenants hereinafter contained and other good andvaluable consideration, the sufficiency of which is hereby acknowledged, theparties agree as follows:

 

# 1.             The parties agree to delete the definition of “SeverancePeriod” as described in the Agreement, and replace it with the followingmodified definition:

#  

# “’SeverancePeriod’ means the six month period following an InvoluntaryTermination,  termination for death orDisability, as well as termination during the Change of Control Period.”

 

2.             Hobbsagrees that prior to receiving the Severance Benefits described in Section 6 ofthe Agreement, as well as the increased severance payments to cover Hobbs’Excise Tax as described in Section 18 of the Agreement, that he will first signa comprehensive release of claims in favor of the Company or the Company’ssuccessor, substantially in the form attached hereto as Schedule 1.

 

3.             Except as amended hereby, the remainingterms and conditions of the Agreement will remain unmodified and in full forceand effect in accordance with its terms.

 

4.             Capitalized terms used in this Amendmentand not defined herein shall have the meanings given to them or referenced inthe Agreement.

 

5.             This Amendment may be executed in anynumber of counterparts, each of which shall be an original, but all of whichtogether shall constitute one instrument. This Amendment may be duly executed and delivered by a party byexecution and facsimile delivery of the signature page of a counterpart to theother party, provided that, if delivery is made by facsimile, the executingparty shall promptly deliver a complete counterpart that it has executed to theother party.

 

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**IN WITNESS WHEREOF,**Intellisync and Hobbs have caused this Amendment to be executed, effective asof the date first set forth above.

 
| **INTELLISYNC CORPORATION** | **Woodson Hobbs, an individual**                                  |
|-----------------------------|-------------------------------------------------------------------|
| ** **                  | ** **                                                        |
| By:                         |         s/  KEITH KITCHEN |   | By: |      /s/ WOODSON HOBBS |   |
|                        |                                                              |   |   |   |   |
| Name:                       |        Keith  Kitchen          |   | Name: |     Woodson Hobbs |   |
|                        |                                                              |   |   |   |   |
| Title:                      |   CAO                                                   |   | Date: |     10/11/05 |   |
|                        |                                                              |   |   |   |   |
| Date:                       |      October 11, 2005                    |   |   |   |   |
|                             |                                                                   |  |  |  |  |  |  |  |  |

 

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**SCHEDULE1**

 

**ReleaseAgreement**

 

This Release Agreement (the “Agreement”), dated as of             ,  is entered into by and between Woodson Hobbs(“Executive”) and Intellisync Corporation (the “Company”).

 

Whereas, Executive and the Company entered into thatcertain Employment Agreement, as amended, dated June 14, 2002 (the “EmploymentAgreement”);

 

Whereas, pursuant to the Employment Agreement,Executive is entitled to certain salary and benefits continuation payments ifhis employment is terminated other than for “Cause” (as defined in theEmployment Agreement) and he first provides a comprehensive release of claimsto the Company;

 

Whereas, Executive andthe Company desire to implement the salary and benefits continuation paymentscontemplated by the Employment Agreement by entering into this Agreement;

 

THEREFORE, for good andvalid consideration the sufficiency of which Executive and the Company herebyacknowledge, Executive and the Company hereby agree as follows:

 

1.     Executivehereby releases the Company and its shareholders, officers, directors,employees, and legal successors (collectively, the “Releasees”), from any andall claims, liabilities, demands and causes of action, whether known orunknown, which Executive has, may have or claim to have against any of theReleasees as of the date Executive executes this Agreement, including but notlimited to all claims, liabilities, demands and causes of action which relateto or arise out of Executive’s employment with the Company or the terminationof Executive’s employment with the Company.

 

2.     Executivehereby agrees not to file any lawsuit or other action to assert such claims,which include, but are not limited to, any claims of wrongful termination,breach of contract, fraud, infliction or emotional distress or any claims ofage, race, sex, disability, national origin or other discrimination orharassment under federal, state or local laws prohibiting such discriminationor harassment.

 

2.     Executivehas read Section 1542 of the Civil Code of the State of California, whichstates in its entirety:

 

**A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known byhim must have materially affected his settlement with the debtor**.

 

Executive hereby waivesany right or benefit he has under Section 1542 or any similar law of any otherjurisdiction, including New Hampshire, to the full extent that he may lawfullywaive such rights with respect to his release of claims.  Executive acknowledges that he is releasingall known and unknown claims by signing this document.

 

3.     Executivespecifically agrees that this Agreement releases any claims he might under theAge Discrimination in Employment Act (“ADEA”), and that he specifically agreesnot to file any lawsuit or other action to assert such a claim.

 

4.     Executivehas carefully read and fully understands this Agreement and the releasecontained herein and has not relied on any statement, written or oral, which isnot set forth in this document.

 

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5.     Executivewill be provided up to 21 days from the date this Agreement is presented to himto accept the terms of this Agreement, although he may accept it at any timewithin those 21 days.  Executive isadvised, if he wishes, to consult with an attorney regarding thisAgreement.  The Company agrees thatExecutive’s ADEA release of claims does not apply to any rights or claims thatmay arise under the ADEA after the Effective Date (as hereinafter defined) ofthis Agreement.

 

6.     Executivemay accept this Agreement by dating and signing it and returning it to theattention of the Chief Financial Officer at Company.  Once Executive does so, he will still have anadditional 7 days in which to revoke his acceptance by sending to Company, tothe attention of the Chief Executive Officer, via fax at (408) 321-3893, and also by first class mail, a writtenstatement of revocation.  If Executivedoes not revoke, the eighth day after the date of his acceptance will be the “EffectiveDate” of this Agreement.

 

 
| Date:  |   |   |   |                    |   |
|--------|--------|--------|--------|-------------------------|--------|
|   |   |   |   | Woodson Hobbs           |
|   |   |   |   |                    |
|   |   |   |   |                    |
| Date:  |   |   |   | INTELLISYNC CORPORATION |
|   |   |   |   |                    |
|   |   |   |   |                    |   |

 

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