**Exhibit 10.36**

 

Terrance Valeski

 

Re:                               Compensationfor Board Service and Change of Control Agreement

 

Dear Terry**:**

 

Thank you for yourcontinuing service as a member of the Board of Directors of IntellisyncCorporation (“Intellisync” or the “Company”). As we have discussed, Intellisync would like you to continue yourservice on its Board of Directors and its committees, and has agreed tocontinue and extend certain benefits to you. Especially in light of recent legislation that has given rise to increasinginvolvement by our Board, Intellisync is pleased to offer you the benefitsdescribed in this letter.  Capitalizedterms are defined on Schedule 1, attached.

 

1.             Compensation for Board Participation and for Attendanceat Board and Committee Meetings.  For so long as you remain a non-employee member of the Board, you shallreceive compensation on the terms and conditions consistent with similarlysituated non-employee members of the Board as described on Schedule 2,attached.

 

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

 

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

 

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

 

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5.             Employment and Income Taxes.  All payments made pursuant to this letterwill be subject to withholding of applicable employment and income taxes, ifany.

 

Of course, each member ofthe Board serves at the pleasure of the stockholders and nothing in letter isintended to confer any rights upon you to remain a member of the Board.  This letter supercedes and replaces anyprevious agreements between you and the Company regarding the subject matterhereof.

 

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 thisletter 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 SecuritiesExchange Act of 1934, as amended), excluding existing beneficial owners as ofthe date of this letter, is or becomes the “beneficial owner” (as defined in Section 13d-3of said Act), directly or indirectly, of securities of the Company representing50% or more of the total voting power represented by the Company’s thenoutstanding voting securities, excluding conversion of any convertiblesecurities issued as of the date of this letter;

 

(b)  The compositionof the Board of Directors changes during any period of 36 months that followsthe 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 forany reason to constitute at least a majority thereof; unless at least 50% ofthe Continuing Directors has either (i) approved the election of the newDirectors, (ii) if the election of the new Directors is voted on bystockholders, recommended that the stockholders vote for approval, or (iii) otherwisedetermined that such change in composition does not constitute a Change ofControl, even if the Continuing Directors do not constitute a quorum of thewhole Board (it being understood that this requirement shall not be capable ofsatisfaction unless there is at least one Continuing Director); or

 

(c)  Thestockholders of the Company approve a merger or consolidation of the Companywith any other corporation, other than a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) at least 50% of thetotal voting power represented by the voting securities of the Company or suchsurviving entity outstanding immediately after such merger or consolidation, orthe stockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets.

 

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

 

(i)  Anytransaction, the sole purpose of which is to change the state of the Company’sincorporation; or

 

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

 

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# **SCHEDULE 2**

 

### Schedule ofNon-Employee Director Compensation

 

1.               Intellisync shallpay each non-employee Board member annual compensation in the amount of TwentyThousand 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 forany reason (including death or disability) prior to any such quarterly paymentdate.

 

2.               Intellisync shallpay the non-employee Chairman of the Board an additional Fifteen ThousandDollars ($15,000) 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 Chairman of the Board shall not have terminated for anyreason (including death or disability) prior to any such quarterly paymentdate.

 

3.               Intellisync shallpay the non-employee Board Committee Chairman of the Audit Committee anadditional Twenty Thousand Dollars ($20,000) 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 Chairman shall not have terminated for any reason (including death ordisability) prior to any such quarterly payment date.

 

4.               Intellisync shallpay every other non-employee Board Committee member of the Audit Committee anadditional Seven Thousand Five Hundred Dollars ($7,500) annually to be paid inequal quarterly installments, commencing on August 1, 2005, and continuingevery year thereafter; provided in each case that the Director’s service asBoard Committee member shall not have terminated for any reason (includingdeath or disability) prior to any such quarterly payment date.

 

5.               Intellisync shallpay the non-employee Board Committee Chairman of the Compensation Committee anadditional Seven Thousand Five Hundred Dollars ($7,500) annually to be paid inequal quarterly installments, commencing on August 1, 2005, and continuingevery year thereafter; provided in each case that the Director’s service asBoard Committee Chairman shall not have terminated for any reason (includingdeath or disability) prior to any such quarterly payment date.

 

6.               Intellisync shallpay every other non-employee Board Committee member of the CompensationCommittee an additional Five Thousand Dollars ($5,000) annually to be paid inequal quarterly installments, commencing on August 1, 2005, and continuingevery year thereafter; provided in each case that the Director’s service asBoard Committee member shall not have terminated for any reason (includingdeath or disability) prior to any such quarterly payment date.

 

7.               Intellisync shallpay the non-employee Board Committee Chairman of the Nomination and GovernanceCommittee an additional Seven Thousand Five Hundred Dollars ($7,500) annuallyto be paid in equal quarterly installments, commencing on August 1, 2005,and continuing every year thereafter; provided in each case that the Director’sservice as Board Committee Chairman shall not have terminated for any reason(including death or disability) prior to any such quarterly payment date.

 

8.               Intellisync shallpay every other non-employee Board Committee member of the Nomination andGovernance Committee an additional Five Thousand Dollars ($5,000) annually tobe paid

 

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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.

 

9.               Intellisync shallpay the non-employee Board Committee Chairman of the Special Strategy Committeean additional Twenty Thousand Dollars ($20,000) with Ten Thousand Dollars($10,000) due upon the establishment of the Committee, and the final TenThousand Dollars ($10,000) due upon the termination of the Special StrategyCommittee.

 

10.         Intellisync shall payevery other non-employee Board Committee member of the Special StrategyCommittee an additional Ten Thousand Dollars ($10,000) with Five ThousandDollars ($5,000) due upon the establishment of the Committee, and the finalFive Thousand Dollars ($5,000) due upon the termination of the Special StrategyCommittee.

 

11.         Intellisync shall payeach non-employee Board member One Thousand Dollars ($1,000) cash uponadjournment of each regularly scheduled Board meeting that such Board memberattends in person and in entirety.

 

12.         Intellisync shall payeach non-employee Board member Five Hundred ($500) cash upon adjournment ofeach regularly scheduled Board meeting that such Board member is either unableto attend in person, or is not required to attend in person, but otherwiseattends telephonically and in entirety.

 

13.         Intellisync shall payeach non-employee Board Committee Chairperson or member cash in the amountshown in the following table under the columns titled “In Person” uponadjournment of each regularly scheduled meeting of each Committee of the Boardof Directors that such Board Committee member attends in person and in entiretyor cash in the amount shown in the following table under the columns titled “ByPhone” within a reasonable time upon adjournment of each regularly scheduledmeeting of each Committee of the Board of Directors that such Board Committeemember 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 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 andreimburse the non-employee Board members for reasonable expenses, includingtravel and lodging, in conjunction with Board and Committee meeting attendance,as well as for activities and customer meetings as requested by Intellisyncmanagement.

 

Intellisync reserves theright 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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