EXHIBIT
10.25
  iPASS
INC.
  SEVERANCE
BENEFIT PLAN
  
  Section
1.  Introduction.
  This
iPass Inc. Severance Benefit Plan was originally established effective January
1, 2001, and is hereby amended and restated effective December 23, 2008 (the
“Plan”).  The purpose of the Plan is to provide for the payment of
severance benefits to certain eligible employees of iPass Inc. (the “Company”)
or an affiliate of the Company whose employment with the Company or an affiliate
of the Company is involuntarily terminated.  This Plan shall supersede
any severance benefit plan, policy or practice, whether written or unwritten,
previously maintained by the Company or any affiliate of the Company, with the
exception of the iPass, Inc. Executive Corporate Transaction and Severance
Benefit Plan (the “Executive Severance Plan”).  This Plan document
also is the Summary Plan Description for the Plan.
  Section
2.  Eligibility
For Benefits.
  (a)  General
Rules.  Subject to the requirements set forth in this Section,
the Company will grant severance benefits under the Plan to Eligible
Employees.
  (1)  “Eligible Employees” for
purposes of this Plan are all regular full-time and regular part-time employees
of the Company and its affiliates (i) whose regular employment with the Company
at the time of the termination of employment is located in the United States,
(ii) whose employment is involuntarily terminated as a result of a reduction in
force as determined by the Company (the “RIF”), (iii) whose termination of
employment results in a “separation from service” with the Company within the
meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any
permissible alternative definition of “termination of employment” thereunder)
(such date, a “Termination Date”), and (iv) who are notified by the Company
in writing that they are eligible for participation in this Plan.  The
determination as to whether an employee’s termination of employment is due to
the RIF and whether such employee is an Eligible Employee shall be made by the
Company, in its sole discretion, and such determination shall be binding and
conclusive on all persons.  Notwithstanding the foregoing, Eligible
Employees under this Plan do not include the Chief Executive Officer of the
Company, the Chief Financial Officer of the Company, and any individuals who are
“Eligible Employees” for the purposes of the Executive Corporate Transaction and
Severance Benefit Plan.
  For
purposes of this Plan, part-time employees are those regular hire employees who
are regularly scheduled to work more than twenty (20) hours per week but less
than a full-time work schedule.  Regular hire employees working twenty
(20) hours per week or less and temporary employees are not eligible for
severance benefits under the Plan.
  For
purposes of this Plan, an involuntary termination of employment which results
from a RIF may include a termination due to a position elimination as well as
situations where an employee lacks the necessary skills and abilities to perform
the assigned responsibilities required under a restructuring of the employee's
department or position.
  (2)  In order
to be eligible to receive benefits under the Plan, an Eligible Employee must
remain on the job until his or her Termination Date.
  (3)  In order
to be eligible to receive benefits under the Plan, an Eligible Employee must
execute a general waiver and release in substantially the form attached hereto
as Exhibit A, Exhibit B, or Exhibit C, as appropriate, and
such release must become effective in accordance with its terms within sixty
(60) days following a Termination Date; provided, however, no such
release shall require the Eligible Employee to forego any unpaid salary, any
accrued but unpaid vacation pay or any benefits payable pursuant to this
Plan.  The Plan Administrator, in its sole discretion, may modify the
form of the required release to comply with applicable law and shall determine
the form of the required release, which may be incorporated into a termination
agreement or other agreement with the Eligible Employee.
  (b)  Exceptions to Benefit
Entitlement.  An employee who otherwise is an Eligible Employee
will not receive benefits under the Plan (or will receive reduced benefits in
the case of clause (1)) in any of the following circumstances, as determined by
the Company in its sole discretion:
  (1)  The
employee has executed an individually negotiated employment contract or
agreement with the Company relating to severance benefits that is in effect on
his or her Termination Date, in which case such employee’s severance benefit, if
any, shall be governed by the terms of such individually negotiated employment
contract or agreement and shall be governed by this Plan only to the extent that
the reduction pursuant to Section 3(d) below does not entirely eliminate
benefits under this Plan.
  (2)  The
employee is involuntarily terminated for any reason other than due to the
RIF.
  (3)  The
employee voluntarily terminates employment with the Company or an affiliate of
the Company.  Voluntary terminations include, but are not limited to,
resignation, retirement or failure to return from a leave of absence on the
scheduled date.
  (4)  The
employee voluntarily terminates employment with the Company or an affiliate of
the Company in order to accept employment with another entity that is wholly or
partly owned (directly or indirectly) by the Company or an affiliate of the
Company.
  (5)  The
employee is offered an identical or substantially equivalent or comparable
position with the Company or an affiliate of the Company.  For
purposes of the foregoing, a “substantially equivalent or comparable position”
is one that offers the employee the same level of compensation.
  (6)  The
employee has failed to execute or has revoked the release within the applicable
period of time specified in Section 2(a)(3).
  Section
3.  Amount
Of Benefit.
  (a)  Base Salary Severance
Benefits.Eligible Employees shall receive a cash
severance benefit in accordance with the following schedule:
  Length
      of Service with the Company
                Amount
      of Benefittwo
      (2) years of service or less
                six
      (6) weeks of Base Salarymore
      than two (2) years of service but less than three (3) years of
      service
                eight
      (8) weeks of Base Salarythree
      (3) years of service or more
                ten
      (10) weeks of Base Salary
  (1)  For
purposes of the foregoing schedule, Eligible Employees shall be credited with
service with the Company, any affiliate of the Company, and any predecessor
entity thereof, which shall include any service to a corporate entity acquired
by, merged with, or which otherwise engaged in a corporate transaction with the
Company if the Eligible Employee was immediately engaged by the Company
following such acquisition, merger or other corporate transaction.
  (2)  For
purposes of calculating Plan benefits, “Base Salary” shall mean the Eligible
Employee’s base pay (excluding incentive pay, premium pay, commissions,
overtime, bonuses and other forms of variable compensation), at the weekly rate
in effect during the last regularly scheduled payroll period immediately
preceding the Eligible Employee’s Termination Date.
  (b)  Bonus Severance
Benefits.  In addition to cash severance benefits pursuant to
Section 3(a), an Eligible Employee will be eligible for additional cash
severance benefits if the Eligible Employee is either (i) not in the Company’s
sales organization and is a participant, at the time of termination of
employment, in a Company Management Business Objectives bonus program (such
bonus program to be considered the “MBO Program” and such Eligible Employees to
be considered “MBO Participants”), or (ii) is in the Company’s sales
organization and is a participant, at the time of termination of employment, in
a written Sales Compensation Plan (such Eligible Employees to be considered
“Sales Plan Participants”).  MBO Participants shall receive a bonus
cash severance benefit equal to the quarterly target bonus amount in effect
during the quarter in which the date of termination occurs under the MBO Program
applicable to each such MBO Participant.  Sales Plan Participants
shall receive a bonus cash severance benefit equal to the amount of sales
commissions that the Sales Plan Participant would have earned under the
applicable Sales Compensation Plan if the Sales Plan Participant’s employment
had not been terminated during the quarter, based on sales that close during
such quarter, if any.  The bonus cash severance benefits will be paid
to the MBO Participants at the same time that cash severance benefits are paid
to such Participants pursuant to Section 3(a).  The bonus cash
severance benefits will be paid to the Sales Plan Participants on the same
schedule as Sales Compensation Plan commissions paid to employees whose
employment has not been terminated.  Eligible Employees who are
neither MBO Participants nor Sales Plan Participants will receive no bonus cash
severance benefits.
  (c)  Health Continuation
Coverage.Provided that the Eligible Employee is eligible for,
and has made an election at or timely after the termination of employment
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”) under a health, dental, or vision plan sponsored by the
Company, each such Eligible Employee shall be entitled to payment by the Company
of all of the applicable premiums (inclusive of premiums for the Eligible
Employee’s dependents for such health, dental, or vision plan coverage as in
effect immediately prior to the date of termination of employment) for such
health, dental, or vision plan coverage for a period of three (3) months, with
such coverage counted as coverage pursuant to COBRA.  No such premium
payments (or any other payments for health, dental, or vision coverage by the
Company) shall be made following the Eligible Employee’s death or the effective
date of the Eligible Employee’s coverage by a health, dental, or vision
insurance plan of a subsequent employer.  Each Eligible Employee shall
be required to notify the Plan Administrator immediately if the Eligible
Employee becomes covered by a health, dental, or vision insurance plan of a
subsequent employer.  Upon the conclusion of such period of insurance
premium payments made by the Company, the Eligible Employee will be responsible
for the entire payment of premiums required under COBRA for the duration of the
COBRA period. For purposes of this Section 3(c), (i) references to COBRA shall
be deemed to refer also to analogous provisions of state law, and (ii) any
applicable insurance premiums that are paid by the Company shall not include any
amounts payable by the Eligible Employee under an Internal Revenue Code Section
125 health care reimbursement plan, which amounts, if any, are the sole
responsibility of the Eligible Employee.
  (d)  Certain
Reductions.The Company, in its sole discretion, shall have
the authority to reduce an Eligible Employee’s severance benefits, in whole or
in part, by any other severance benefits, pay in lieu of notice, or other
similar benefits payable to the Eligible Employee by the Company or an affiliate
of the Company that become payable in connection with the Eligible Employee’s
termination of employment pursuant to (i) any applicable legal requirement,
including, without limitation, the Worker Adjustment and Retraining Notification
Act, the California Plant Closing Act, or any other similar state law
(collectively, the “WARN Act”), (ii) a written employment or severance agreement
with the Company, or (iii) any Company policy or practice providing for the
Eligible Employee to remain on the payroll for a limited period of time after
being given notice of the termination of the Eligible Employee’s
employment.  The benefits provided under this Plan are intended to
satisfy, in whole or in part, any and all statutory obligations and other
contractual obligations of the Company, including benefits provided by offer
letter or employment agreements, that may arise out of an Eligible Employee’s
termination of employment, and the Plan Administrator shall so construe and
implement the terms of the Plan.  The Company’s decision to apply such
reductions to the severance benefits of one Eligible Employee and the amount of
such reductions shall in no way obligate the Company to apply the same
reductions in the same amounts to the severance benefits of any other Eligible
Employee, even if similarly situated.  In the Company’s sole
discretion, such reductions may be applied on a retroactive basis, with
severance benefits previously paid being re-characterized as payments pursuant
to the Company’s statutory obligation.
  (e)  Other Employee Benefits and Stock
Options.  All other benefits (such as life insurance,
disability and 401(k) plan coverage) shall terminate as of the Eligible
Employee’s Termination Date (except to the extent that a conversion privilege
may be available thereunder).   An Eligible Employee’s rights
with respect to his or her equity awards, if any, shall be governed by the terms
of his or her equity award documents and the plan document for the plan under
which such equity awards are granted.
  (f)  Additional
Benefits.  Notwithstanding the foregoing, the Plan
Administrator may, in its sole discretion, provide benefits in addition to those
pursuant to Sections 3(a), 3(b), and 3(c) to one or more Eligible Employees
chosen by the Plan Administrator, in its sole discretion.  However,
such additional benefits provided to one or more Eligible Employees selected by
the Plan Administrator, in its sole discretion, shall in no way obligate the
Company to provide such benefits to any other Eligible Employee, even if
similarly situated.
  Section
4.  Return
of Company Property.
  An Eligible Employee will not be
entitled to any severance benefit under the Plan unless and until the Eligible
Employee returns all Company Property.  For this purpose, “Company
Property” means all paper and electronic Company documents (and all copies
thereof) created and/or received by the Eligible Employee during his or her
period of employment with the Company and other Company materials and property
which the Eligible Employee has in his or her possession or control, including,
but not limited to, Company files, notes, drawings records, plans, forecasts,
reports, studies, analyses, proposals, agreements, financial information,
research and development information, sales and marketing information,
operational and personnel information, specifications, code, software,
databases, computer-recorded information, tangible property and equipment
(including, but not limited to, leased vehicles, computers, computer equipment,
software programs, facsimile machines, mobile telephones, servers), credit and
calling cards, entry cards, identification badges and keys; and any materials of
any kind which contain or embody any proprietary or confidential information of
the Company (and all reproductions thereof in whole or in part).  As a
condition to receiving benefits under the Plan, Eligible Employees must not make
or retain copies, reproductions or summaries of any such Company documents,
materials or property.  However, an Eligible Employee is not required
to return his or her personal copies of documents evidencing the Eligible
Employee’s hire, termination, compensation, benefits and equity awards and any
other documentation received as a shareholder of the Company.
  Section
5.  Time
Of Payment And Form Of Benefit.
  (a)  General Rules.  The
cash severance benefit under the Plan will be paid in a single sum within ten
(10) business days following the effective date of the release described in
Section 2(a)(3) unless another payment date is provided in said release;
provided, however, that
all such payments under the Plan will be subject to applicable withholding for
federal, state and local income and employment taxes.  If applicable,
the bonus cash severance benefit under the Plan will be paid in accordance with
Section 3(b).  If a terminating employee is indebted to the Company or
an affiliate of the Company at his or her Termination Date, the Company reserves
the right to offset any severance payments under the Plan by the amount of such
indebtedness.  In no event shall payment of any Plan benefit be made
prior to the Eligible Employee’s Termination Date or prior to the effective date
of the release described in Section 2(a)(3).
  (b)  Application of Section
409A.  Any cash severance payment provided under Sections 3(a)
and 3(b) and any additional benefits provided under Section 3(f) shall be paid
no later than the later of: (i) December 31st of the calendar year in which the
Termination Date occurs, or (ii) the fifteenth (15th) day of the third calendar
month following the Termination Date.  It is the intention of the
preceding sentence to apply the “short-term deferral” rule set forth in Treasury
Regulation Section 1.409A-1(b)(4) to such payments.
  Section
6.  Reemployment.
  (a)  Repayment.In the
event of an Eligible Employee’s reemployment by the Company or an affiliate of
the Company during the Severance Period, as defined below, such Eligible
Employee will be required to repay to the Company a prorated portion of the
severance pay received under Sections 3(a) and 3(b).
  (b)  Definition of “Severance
Period.”“Severance Period,” for purposes of this Plan, means
the number of weeks in respect of which the amount paid to the Eligible Employee
under Section 3(a) was calculated.
  Section
7.  Right
To Interpret Plan; Amendment and Termination.
  (a)  Exclusive
Discretion.  The Plan Administrator shall have the exclusive
discretion and authority to establish rules, forms, and procedures for the
administration of the Plan and to construe and interpret the Plan and to decide
any and all questions of fact, interpretation, definition, computation or
administration arising in connection with the operation of the Plan, including,
but not limited to, the eligibility to participate in the Plan and amount of
benefits paid under the Plan.  The rules, interpretations,
computations and other actions of the Plan Administrator shall be binding and
conclusive on all persons.
  (b)  Amendment or
Termination.  The Company reserves the right to amend or
terminate this Plan or the benefits provided hereunder at any time.
  Section
8.  No
Implied Employment Contract.
  The Plan
shall not be deemed (i) to give any employee or other person any right to
be retained in the employ of the Company or (ii) to interfere with the
right of the Company to discharge any employee or other person at any time, with
or without cause or advance notice, which right is hereby reserved.
  Section
9.  Legal
Construction.
  This Plan
is intended to be governed by and shall be construed in accordance with the
Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not
preempted by ERISA, the laws of the State of California.
  Section
10.  Claims,
Inquiries And Appeals.
  (a)  Applications for Benefits and
Inquiries.  Any application for benefits, inquiries about the
Plan or inquiries about present or future rights under the Plan must be
submitted to the Plan Administrator in writing by an applicant (or his or her
authorized representative).  The Plan Administrator is:
  iPass
Inc.
 Attn:
Vice President of Human Resources
 3800
Bridge Parkway
 Redwood
Shores, CA 94065
  (b)  Denial of
Claims.  In the event that any application for benefits is
denied in whole or in part, the Plan Administrator must provide the applicant
with written or electronic notice of the denial of the application, and of the
applicant’s right to review the denial.  Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  The
notice of denial will be set forth in a manner designed to be understood by the
applicant and will include the following:
  (1)  the
specific reason or reasons for the denial;
  (2)  references
to the specific Plan provisions upon which the denial is based;
  (3)  a
description of any additional information or material that the Plan
Administrator needs to complete the review and an explanation of why such
information or material is necessary; and
  (4)  an
explanation of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the applicant’s right to bring a civil
action under Section 502(a) of ERISA following a denial on review of the claim,
as described in Section 10(d) below.
  This
notice of denial will be given to the applicant within ninety (90) days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an
additional ninety (90) days for processing the application.  If an
extension of time for processing is required, written notice of the extension
will be furnished to the applicant before the end of the initial ninety (90) day
period.
  This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render its
decision on the application.
  (c)  Request for a
Review.  Any person (or that person’s authorized
representative) for whom an application for benefits is denied, in whole or in
part, may appeal the denial by submitting a request for a review to the Plan
Administrator within sixty (60) days after the application is
denied.  A request for a review shall be in writing and shall be
addressed to:
  iPass
Inc.
 Attn:
Vice President of Human Resources
 3800
Bridge Parkway
 Redwood
Shores, CA 94065
  A request
for review must set forth all of the grounds on which it is based, all facts in
support of the request and any other matters that the applicant feels are
pertinent.  The applicant (or his or her representative) shall have
the opportunity to submit (or the Plan Administrator may require the applicant
to submit) written comments, documents, records, and other information relating
to his or her claim.  The applicant (or his or her representative)
shall be provided, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to his or her
claim.  The review shall take into account all comments, documents,
records and other information submitted by the applicant (or his or her
representative) relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
  (d)  Decision on
Review.  The Plan Administrator will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days), for processing the request for a review.  If an extension
for review is required, written notice of the extension will be furnished to the
applicant within the initial sixty (60) day period.  This notice of
extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on
the review.  The Plan Administrator will give prompt, written or
electronic notice of its decision to the applicant. Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  In the
event that the Plan Administrator confirms the denial of the application for
benefits in whole or in part, the notice will set forth, in a manner calculated
to be understood by the applicant, the following:
  (1)  the
specific reason or reasons for the denial;
  (2)  references
to the specific Plan provisions upon which the denial is based;
  (3)  a
statement that the applicant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and
  (4)  a
statement of the applicant’s right to bring a civil action under section 502(a)
of ERISA.
  (e)  Rules and
Procedures.  The Plan Administrator will establish rules and
procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out its responsibilities in reviewing benefit
claims.  The Plan Administrator may require an applicant who wishes to
submit additional information in connection with an appeal from the denial of
benefits to do so at the applicant’s own expense.
  (f)  Exhaustion of
Remedies.  No legal action for benefits under the Plan may be
brought until the claimant (i) has submitted a written application for
benefits in accordance with the procedures described by Section 10(a) above,
(ii) has been notified by the Plan Administrator that the application is
denied, (iii) has filed a written request for a review of the application
in accordance with the appeal procedure described in Section 10(c) above, and
(iv) has been notified that the Plan Administrator has denied the
appeal.  Notwithstanding the foregoing, if the Plan Administrator does
not respond to an Eligible Employee’s claim or appeal within the relevant time
limits specified in this Section 10, the Eligible Employee may bring legal
action for benefits under the Plan pursuant to Section 502(a) of
ERISA.
  (g)  Limitations of
Actions.  Except as otherwise required by ERISA, any lawsuit
brought by an Eligible Employee or another person for a benefits claims under
this Plan must be commenced within twelve (12) months following the date of the
actual or purported involuntary termination of employment pertaining to a
participant as described in Section 2(a)(1).  No such lawsuits may be
brought thereafter except as otherwise required by ERISA.
  (h)  Limitation of Liability and
Indemnification.  Except as otherwise required by applicable
law, the sole rights of an Eligible Employee or any other person are limited to
such benefits provided for under this Plan.  The employees, officers
and members of the Board of Directors of the Company shall not be personally
liable for claims made under this Plan and the Company shall indemnify such
persons for any claims or liability that may arise under the Plan including the
payment for the defense of any such claims against them.
  Section
11.  Basis
Of Payments To And From Plan.
  All
benefits under the Plan shall be paid by the Company.  The Plan shall
be unfunded, and benefits hereunder shall be paid only from the general assets
of the Company.
  Section
12.  Other
Plan Information.
  (a)  Employer and Plan Identification
Numbers.  The Employer Identification Number assigned to the
Company (which is the “Plan Sponsor” as that term is used in ERISA) by the
Internal Revenue Service is 93-1214598.  The Plan Number assigned to
the Plan by the Plan Sponsor pursuant to the instructions of the Internal
Revenue Service is 502.
  (b)  Ending Date for Plan’s Fiscal
Year.  The date of the end of the fiscal year for the purpose
of maintaining the Plan’s records isDecember 31.
  (c)  Agent for the Service of Legal
Process.  The agent for the service of legal process with
respect to the Plan is:
  iPass
Inc.
 Attn:
General Counsel
 3800
Bridge Parkway
 Redwood
Shores, CA 94065
  (d)  Plan Sponsor and
Administrator.  The “Plan Sponsor” and the “Plan Administrator”
of the Plan is:
  iPass
Inc.
 Attn:
Vice President of Human Resources
 3800
Bridge Parkway
 Redwood
Shores, CA 94065
 Telephone
Number: (650) 232-4100
  The Plan
Administrator is the named fiduciary charged with the responsibility for
administering the Plan.
  Section
13.  Statement
Of ERISA Rights.
  Participants
in this Plan (which is a welfare benefit plan sponsored by iPass Inc.) are
entitled to certain rights and protections under ERISA.  If you are an
Eligible Employee, you are considered a participant in the Plan and, under
ERISA, you are entitled to:
  (a)  Receive
Information About Your Plan and Benefits.
  (1)  Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as work sites, all Plan documents and copies of all documents
filed by the Plan with the U.S. Department of Labor and available at the Public
Disclosure Room of the Employee Benefits Security Administration, such as
detailed annual reports;
  (2)  Obtain
copies of all Plan documents and Plan information upon written request to the
Plan Administrator.  The Administrator may make a reasonable charge
for the copies;
  (3)  Receive a
summary of the Plan’s annual financial report, in the case of a plan which is
required to file an annual financial report with the Department of
Labor.  (Generally, all pension plans and welfare plans with one
hundred (100) or more participants must file these annual reports.)
  (b)  Prudent Action by Plan
Fiduciaries.In addition to creating rights for Plan
participants, ERISA imposes duties upon the people responsible for the operation
of the employee benefit plan.  The people who operate the Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the interest of
you and other Plan participants and beneficiaries.  No one, including
your employer or any other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining a Plan benefit or
exercising your rights under ERISA.
  (c)  Enforce
Your Rights.
  (1)  If your
claim for a Plan benefit is denied in whole or in part, you have a right to know
why this was done, to obtain copies of documents relating to the decision
without charge, and to appeal any denial, all within certain time
schedules.
  (2)  Under
ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request materials from the Plan and do not receive them within
thirty (30) days, you may file suit in a Federal court.  In such
a case, the court may require the Plan Administrator to provide the materials
and pay you up to $110 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator.
  (3)  If you
have a claim for benefits that is denied or ignored, in whole or in part, you
may file suit in a state or Federal court.
  (4)  If you
are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a Federal
court.  The court will decide who should pay court costs and legal
fees.  If you are successful, the court may order the person you have
sued to pay these costs and fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.
  (d)  Assistance with Your
Questions.  If you have any questions about the Plan, you
should contact the Plan Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need assistance
in obtaining documents from the Plan Administrator, you should contact the
nearest office of the Employee Benefits Security Administration, U.S. Department
of Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210.  You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee
Benefits Security Administration.
  Section
14.  General
Provisions.
  (a)  Notices.  Any
notice, demand or request required or permitted to be given by either the
Company or an Eligible Employee pursuant to the terms of this Plan shall be in
writing and shall be deemed given when delivered personally or deposited in the
U.S. mail, First Class with postage prepaid, and addressed to the parties, in
the case of the Company, at the address set forth in Section 12(d) and, in the
case of an Eligible Employee, at the address as set forth in the Company’s
employment file maintained for the Eligible Employee as previously furnished by
the Eligible Employee or such other address as a party may request by notifying
the other in writing.
  (b)  Transfer and
Assignment.  The rights and obligations of an Eligible Employee
under this Plan may not be transferred or assigned without the prior written
consent of the Company.  This Plan shall be binding upon any surviving
entity resulting from a corporate transaction and upon any other person who is a
successor by merger, acquisition, consolidation or otherwise to the business
formerly carried on by the Company without regard to whether or not such person
or entity actively assumes the obligations hereunder.
  (c)  Waiver.  Any Party’s
failure to enforce any provision or provisions of this Plan shall not in any way
be construed as a waiver of any such provision or provisions, nor prevent any
Party from thereafter enforcing each and every other provision of this
Plan.  The rights granted the Parties herein are cumulative and shall
not constitute a waiver of any Party’s right to assert all other legal remedies
available to it under the circumstances.
  (d)  Severability.  Should
any provision of this Plan be declared or determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.
  (e)  Section
Headings.  Section headings in this Plan are included for
convenience of reference only and shall not be considered part of this Plan for
any other purpose.
  Section
15.  Execution.
  To record
the restatement of the Plan as set forth herein, iPass Inc. has caused its duly
authorized officer to execute the same this 23rd day of December,
2008.
  iPass
Inc.
  By:         
/s/ Frank E. Verdecanna
 Frank E.
Verdecanna
 Chief
Financial Officer
  .
 
 For
Employees Age 40 or Older
 Individual
Termination
  Exhibit
A
  RELEASE
AGREEMENT
  I
understand and agree completely to the terms set forth in the iPass
Inc.  Severance Benefit Plan (the “Plan”).
  I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof.  I am not relying on any
promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.
  I hereby
confirm my obligations under the Company’s Employee Proprietary Information and
Inventions Agreement.
  Except as
otherwise set forth in this Release, I hereby generally and completely release
iPass Inc. and its current and former directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations, both
known and unknown, that arise out of or are in any way related to events, acts,
conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released
Claims”).  The Released Claims include, but are not limited
to:  (1) all claims arising out of or in any way related to my
employment with the Company, or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in
the Company; (3) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing; (4) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990, the
federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”),
and the California Fair Employment and Housing Act (as
amended).  Notwithstanding the foregoing, the following are not
included in the Released Claims (the “Excluded
Claims”): (1) any rights or claims for indemnification I may have
pursuant to any written indemnification agreement with the Company to which I am
a party, the charter, bylaws, or operating agreements of the Company, or under
applicable law;  or (2) any rights which are not waivable as a
matter of law.  In addition, nothing in this Release prevents me from
filing, cooperating with, or participating in any proceeding before the Equal
Employment Opportunity Commission, the Department of Labor, or the California
Department of Fair Employment and Housing, except that I hereby waive my right
to any monetary benefits in connection with any such claim, charge or
proceeding.  I hereby represent and warrant that, other than the
Excluded Claims, I am not aware of any claims I have or might have against any
of the Released Parties that are not included in the Released
Claims.
  I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA.  I also acknowledge that the consideration
given for the Released Claims is in addition to anything of value to which I was
already entitled.  I further acknowledge that I have been advised by
this writing, as required by the ADEA, that: (a) the Released Claims do not
apply to any rights or claims that arise after the date I sign this Release; (b)
I should consult with an attorney prior to signing this Release (although I may
choose voluntarily not to do so); (c) I have twenty-one (21) days to consider
this Release (although I may choose to voluntarily to sign it sooner); (d) I
have seven (7) days following the date I sign this Release to revoke the Release
by providing written notice to an officer of the Company; and (e) the Release
will not be effective until the date upon which the revocation period has
expired unexercised, which will be the eighth day after I sign this Release
(“Effective
Date”).
  I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A
general release does not extend to claims which the creditor does not know or
suspect 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 her settlement with
the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.
  I hereby
represent that I have been paid all compensation owed and for all hours worked,
I have received all the leave and leave benefits and protections for which I am
eligible, and I have not suffered any on-the-job injury for which I have not
already filed a workers’ compensation claim.
  I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than twenty-one (21) days following the
date it is provided to me, and I must not revoke it thereafter.
  Employee
  Name:
  Date:
 
 .
 
 For
Employees Age 40 or Older
 Group
Termination
  Exhibit
B
  RELEASE
AGREEMENT
  I
understand and agree completely to the terms set forth in the iPass Inc.
Severance Benefit Plan (the “Plan”).
  I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof.  I am not relying on any
promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.
  I hereby
confirm my obligations under the Company’s Employee Proprietary Information and
Inventions Agreement.
  Except as
otherwise set forth in this Release, I hereby generally and completely release
iPass Inc. and its current and former directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations, both
known and unknown, that arise out of or are in any way related to events, acts,
conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released
Claims”).  The Released Claims include, but are not limited
to:  (1) all claims arising out of or in any way related to my
employment with the Company, or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in
the Company; (3) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing; (4) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990, the
federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”),
and the California Fair Employment and Housing Act (as
amended).  Notwithstanding the foregoing, the following are not
included in the Released Claims (the “Excluded
Claims”): (1) any rights or claims for indemnification I may have
pursuant to any written indemnification agreement with the Company to which I am
a party, the charter, bylaws, or operating agreements of the Company, or under
applicable law;  or (2) any rights which are not waivable as a
matter of law.  In addition, nothing in this Release prevents me from
filing, cooperating with, or participating in any proceeding before the Equal
Employment Opportunity Commission, the Department of Labor, or the California
Department of Fair Employment and Housing, except that I hereby waive my right
to any monetary benefits in connection with any such claim, charge or
proceeding.  I hereby represent and warrant that, other than the
Excluded Claims, I am not aware of any claims I have or might have against any
of the Released Parties that are not included in the Released
Claims.
  I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA.  I also acknowledge that the consideration
given for the Released Claims is in addition to anything of value to which I was
already entitled.  I further acknowledge that I have been advised by
this writing, as required by the ADEA, that: (a) the Released Claims do not
apply to any rights or claims that arise after the date I sign this Release; (b)
I should consult with an attorney prior to signing this Release (although I may
choose voluntarily not to do so); (c) I have forty-five (45) days to consider
this Release (although I may choose to voluntarily to sign it sooner); (d) I
have seven (7) days following the date I sign this Release to revoke the Release
by providing written notice to an officer of the Company; and (e) the Release
will not be effective until the date upon which the revocation period has
expired unexercised, which will be the eighth day after I sign this Release
(“Effective
Date”).
  I have
received with this Release all of the information required by the ADEA,
including without limitation a detailed list of the job titles and ages of all
employees who were terminated in this group termination and the ages of all
employees of the Company in the same job classification or organizational unit
who were not terminated, along with information on the eligibility factors used
to select employees for the group termination and any time limits applicable to
this group termination program.
  I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A
general release does not extend to claims which the creditor does not know or
suspect 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 her settlement with
the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.
  I hereby
represent that I have been paid all compensation owed and for all hours worked,
I have received all the leave and leave benefits and protections for which I am
eligible, and I have not suffered any on-the-job injury for which I have not
already filed a workers’ compensation claim.
  I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than forty-five (45) days following the
date it is provided to me, and I must not revoke it thereafter.
  Employee
  Name:
  Date:
  .
 
 For
Employees Under 40 years
 Individual
and Group Termination
  Exhibit
C
  RELEASE
AGREEMENT
  I
understand and agree completely to the terms set forth in the iPass Inc.
Severance Benefit Plan (the “Plan”).
  I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof.  I am not relying on any
promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.
  I hereby
confirm my obligations under the Company’s Employee Proprietary Information and
Inventions Agreement.
  Except as
otherwise set forth in this Release, I hereby generally and completely release
iPass Inc. and its current and former directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations, both
known and unknown, that arise out of or are in any way related to events, acts,
conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released
Claims”).  The Released Claims include, but are not limited
to:  (1) all claims arising out of or in any way related to my
employment with the Company, or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in
the Company; (3) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing; (4) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990, and the
California Fair Employment and Housing Act (as
amended).  Notwithstanding the foregoing, the following are not
included in the Released Claims (the “Excluded
Claims”): (1) any rights or claims for indemnification I may have
pursuant to any written indemnification agreement with the Company to which I am
a party, the charter, bylaws, or operating agreements of the Company, or under
applicable law;  or (2) any rights which are not waivable as a
matter of law.  In addition, nothing in this Release prevents me from
filing, cooperating with, or participating in any proceeding before the Equal
Employment Opportunity Commission, the Department of Labor, or the California
Department of Fair Employment and Housing, except that I hereby waive my right
to any monetary benefits in connection with any such claim, charge or
proceeding.  I hereby represent and warrant that, other than the
Excluded Claims, I am not aware of any claims I have or might have against any
of the Released Parties that are not included in the Released
Claims.
  I acknowledge that I have read and
understand Section 1542 of the California Civil Code which reads as follows:
“A general release does not
extend to claims which the creditor does not know or suspect 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 her settlement with the
debtor.”  I hereby expressly waive and relinquish all rights
and benefits under that section and any law of any jurisdiction of similar
effect with respect to my release of any claims hereunder.
  I hereby represent that I have been
paid all compensation owed and for all hours worked, I have received all the
leave and leave benefits and protections for which I am eligible, and I have not
suffered any on-the-job injury for which I have not already filed a workers’
compensation claim.
  I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than fourteen (14) days following the
date it is provided to me.
  Employee
  Name:
  Date: