iPASS
INC.




KEY
EMPLOYEE CORPORATE TRANSACTION AND SEVERANCE BENEFIT PLAN




SECTION
      1.
            Introduction.




The iPass
Inc. Key Employee Corporate Transaction and Severance Benefit Plan (the “Plan”) is
hereby established effective May 29, 2008  (the “Effective
Date”) and is hereby amended and restated effective December 23,
2008.  The purpose of the Plan is to provide for the payment of
severance benefits to certain eligible key employees of iPass Inc. (the “Company”)
or its Affiliates (as such term is defined below) in the event that such
employees are subject to qualifying employment terminations occurring within
eighteen (18) months following a Corporate Transaction (as such term is defined
below).  This Plan shall provide the exclusive severance benefits for
which each Participant of this Plan is eligible to receive in the event of a
qualifying employment termination occurring within eighteen (18) months
following a Corporate Transaction, and shall supersede any other severance plan
(including but not limited to the iPass, Inc. Severance Benefit Plan originally
established effective January 1, 2001, as amended), or change in control plan,
policy, or practice, whether written or unwritten, with respect to eligibility
for and receipt of severance benefits in the event of a qualifying employment
termination occurring within eighteen (18) months following a Corporate
Transaction.  This document also constitutes the Summary Plan
Description for the Plan.




SECTION
      2.
            Definitions.




For
purposes of the Plan, except as set forth in an applicable Participation Notice,
the following terms are defined as follows:




(a)  “Affiliate”
means a “parent corporation” of the Company or a “subsidiary corporation” of the
Company (whether now or hereafter existing), as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.




(b)  “Base
Salary” means the Participant’s weekly 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 date of the Covered
Termination.




(c)  “Board” means the Board
of Directors of iPass Inc.




(d)  “Cause”
shall mean the occurrence of any of the following (and only the following): (i)
conviction of the Participant of any felony involving fraud or act of dishonesty
against the Company or its Affiliates; (ii) conduct by the Participant which,
based upon good faith and reasonable factual investigation and determination of
the Company, demonstrates gross unfitness to serve; or (iii) intentional,
material violation by the Participant of any contractual, statutory, or
fiduciary duty of the Participant to the Company or its Affiliates.




(e)  “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.




(f)  “Code”
means the Internal Revenue Code of 1986, as amended.




(g)  “Company”
means iPass Inc. or, following a Corporate Transaction which is a sale of assets
or a merger in which iPass Inc. is not the surviving entity, the entity to which
the assets are sold or the surviving entity resulting from such transaction,
respectively.




(h)  “Corporate
Transaction” shall mean the occurrence of either of the following
events:




(i)  the sale
of all or substantially all of the assets of the Company; or




(ii)  a merger
of the Company with or into another entity in which the stockholders of the
Company immediately prior to the closing of the transaction own less than a
majority of the ownership interest of the Company immediately following such
closing; provided,
however, for purposes of determining whether the stockholders of the
Company prior to the occurrence of a transaction described above own less than
fifty percent (50%) of the voting securities of the relevant entity afterwards,
only the lesser of the voting power held by a person either before or after the
transaction shall be counted in determining that person’s ownership
afterwards.




Once a
Corporate Transaction has occurred, no future events shall constitute a
Corporate Transaction for purposes of the Plan.




(i)  “Covered
Termination” means an Involuntary Termination Without Cause which occurs
within eighteen (18) months after a Corporate Transaction.  The
foregoing notwithstanding, the following events shall not constitute a Covered
Termination:  (i) the Participant resigns his or her employment with
the Company for any reason; (ii) the Participant’s employment is terminated, but
the Participant is subsequently rehired within thirty-two (32) days after such
termination of employment by the Company or an Affiliate for a Substantially
Equivalent Position as the Participant’s last position with the Company or an
Affiliate; and (iii) in connection with a Corporate Transaction, the
Participant’s employment is terminated but prior to such termination the
Participant is offered but does not accept a Substantially Equivalent Position
with the Company or an Affiliate of the Company or the entity acquiring the
Company or its assets pursuant to the Corporate Transaction.




(j)  “Eligible
Employee”means an individual who
is (i) employed by the Company or its Affiliates, and (ii) has been designated
an Eligible Employee by the Plan Administrator in its sole discretion (either by
a specific designation or by virtue of being a member of a class of employees
who have been so designated).




(k)  “ERISA”means the Employee
Retirement Income Security Act of 1974, as amended.




(l)  “Involuntary
Termination Without Cause” means a termination by the Company of a
Participant’s employment relationship with the Company or an Affiliate of the
Company for any reason other than for Cause resulting 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).




(m)  “Participant”
means an individual (i) who is an Eligible Employee and (ii) who has received a
Participation Notice from the Company and executed and returned such
Participation Notice to the Company.  The determination of
whether an employee is a Participant shall be made by the Plan Administrator, in
its sole discretion, and such determination shall be binding and conclusive on
all persons.




(n)  “Participation
Notice” means the latest notice delivered by the Company to a Participant
informing the employee that the employee is a Participant in the Plan,
substantially in the form of Annex I hereto.




(o)  “Plan
Administrator” means the Board or any committee duly authorized by the
Board to administer the Plan.  The Plan Administrator may, but is not
required to be, the Compensation Committee of the Board or the Chief Executive
Officer as a committee composed of one individual.  The Board may at
any time administer the Plan, in whole or in part, notwithstanding that the
Board has previously appointed a committee to act as the Plan
Administrator.




(p)  “Substantially
Equivalent Position” is one that offers the Participant substantially the
same Base Salary.




SECTION
      3.
            Eligibility
      For Benefits.




(a)  General
Rules.  Subject to the limitations set forth in this Section 3
and Section5, in
the event of a Covered Termination, the Company shall provide the severance
benefits described in Section 4 to each affected Participant.  For the
avoidance of doubt, a person who is not (and was not) a Participant shall not be
eligible for benefits pursuant to the Plan whether or not such person is (or
was) an Eligible Employee.




(b)  Exceptions to Benefit
Entitlement.  A Participant will not receive benefits under the
Plan (or will receive reduced benefits under the Plan) in the following
circumstances, as determined by the Plan Administrator in its sole
discretion:




(i)  The
Participant has executed an individually negotiated employment contract or
agreement with the Company relating to severance or change in control benefits
that is in effect on his or her termination date and which provides benefits
that the Plan Administrator, in its sole discretion, determines to be of greater
value than the benefits provided for in this Plan, in which case such
Participant’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 5(b)
below does not entirely eliminate benefits under this Plan.




(ii)  The
Participant is entitled to receive benefits under another severance benefit plan
maintained by the Company on his or her termination date and which provides
benefits that the Plan Administrator, in its sole discretion, determines to be
of greater value than the benefits provided for in this Plan, in which case such
Participant’s severance benefit, if any, shall be governed by the terms of such
other severance benefit plan and shall be governed by this Plan only to the
extent that the reduction pursuant to Section 5(b) below does not entirely
eliminate benefits under this Plan.




(iii)  The
Participant’s employment terminates or is terminated for any reason other than a
Covered Termination.




(iv)  The
Participant does not confirm in writing that he or she shall be subject to the
Company’s Employee Proprietary Information and Inventions
Agreement.




(v)  The
Participant has failed to execute or has revoked the release within the
applicable period of time specified in Section 5(a).




(vi)  The
Participant has failed to return 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 Participant during his or her
period of employment with the Company and other Company materials and property
which the Participant 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, Participants must not make or
retain copies, reproductions or summaries of any such Company documents,
materials or property.  However, a Participant is not required to
return his or her personal copies of documents evidencing the Participant’s
hire, termination, compensation, benefits and stock options and any other
documentation received as a shareholder of the Company.




(c)  Termination of
Benefits.  A Participant’s right to receive benefits under this
Plan shall terminate immediately if, at any time prior to or during the period
for which the Participant is receiving benefits hereunder, the Participant,
without the prior written approval of the Plan Administrator:




(i)  willfully
breaches a material provision of the Company’s Employee Proprietary Information
and Inventions Agreement (or similar agreement);




(ii)  encourages
or solicits any of the Company’s then current employees to leave the Company’s
employ for any reason or interferes in any other manner with employment
relationships at the time existing between the Company and its then current
employees; or




(iii)  induces
any of the Company’s then current clients, customers, suppliers, vendors,
distributors, licensors, licensees or other third party to terminate their
existing business relationship with the Company or interferes in any other
manner with any existing business relationship between the Company and any then
current client, customer, supplier, vendor, distributor, licensor, licensee or
other third party.




SECTION
      4.
            Amount
      of Benefits.





In the event of a Participant’s Covered
Termination, the Participant shall be entitled to receive the benefits provided
by this Section 4 except as may otherwise be provided in the Participant’s
Participation Notice.





(a)  Base Salary Severance
Benefits.  The Company shall make a cash severance payment to
the Participant in an amount equal to fifteen (15) weeks of Base Salary, as in
effect on the date of a Covered Termination.  Such severance payments
shall be paid in accordance with Section 6.




(b)  Bonus Severance
Benefits.  In addition to cash severance benefits pursuant to
Section 4(a), a Participant will be eligible for additional cash severance
benefits if the Participant 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 Participants 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 one and one-half  (1.5) times 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 one and one-half (1.5) times 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 4(a).  The bonus cash
severance benefits will be paid to the Sales Plan Participants on the same
schedule as Sales Compensation Plan commissions are 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)  Heath Continuation
Coverage.


(i)  Provided
that the Participant is eligible for, and has made an election at or timely
after the Covered Termination pursuant to COBRA under a health, dental, or
vision plan sponsored by the Company, each such Participant shall be entitled to
payment by the Company of all of the applicable premiums (inclusive of premiums
for the Participant’s dependents for such health, dental, or vision plan
coverage as in effect immediately prior to the date of the Covered Termination)
for such health, dental, or vision plan coverage for a period of five (5) months
following the date of the Covered Termination with such coverage counted as
coverage pursuant to COBRA.




(ii)  No such
premium payments (or any other payments for health, dental, or vision coverage
by the Company) shall be made following the Participant’s death or the effective
date of the Participant’s coverage by a health, dental, or vision insurance plan
of a subsequent employer.  Each Participant shall be required to
notify the Plan Administrator immediately if the Participant 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 Participant will be responsible for the entire
payment of premiums required under COBRA for the duration of the COBRA
period.




(iii)  For
purposes of this Section 4(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 Participant under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of the
Participant.




(d)  Option Grant and Restricted Stock
Vesting Acceleration.  Upon a Covered Termination, (i) the
vesting and exercisability of all outstanding options to purchase the Company’s
common stock and all restricted stock issued pursuant to any equity incentive
plan of the Company that are held by the Participant on such date shall be
accelerated in full, and (ii) any reacquisition or repurchase rights held by the
Company with respect to common stock issued or issuable (or with respect to
similar rights or other rights with respect to stock of the Company issued or
issuable pursuant to any equity incentive plan of the Company) pursuant to any
other stock award granted to the Participant by the Company shall
lapse.  Notwithstanding the provisions of this Section 4(d), in the
event that the provisions of this Section 4(d) regarding acceleration of vesting
of a stock award would adversely affect a Participant’s stock award (including,
without limitation, its status as an incentive stock option under Section 422 of
the Code) that is outstanding on the date the Participant commences
participation in the Plan, such acceleration of vesting shall be deemed null and
void as to such option or other stock award unless the affected Participant
consents in writing to such acceleration of vesting as to such option or other
stock award within thirty (30) days after becoming a Participant in the
Plan.




(e)  Other Employee
Benefits.All other benefits (such as life insurance,
disability coverage, and 401(k) plan coverage) shall terminate as of the
Participant’s termination date (except to the extent that a conversion privilege
may be available thereunder).




(f)  Additional
Benefits.Notwithstanding the foregoing, the Plan
Administrator may, in its sole discretion, provide benefits in addition to those
pursuant to Sections 4(a), 4(b), 4(c) and 4(d) to one or more Participants
chosen by the Plan Administrator, in its sole discretion, and the provision of
any such benefits to a Participant shall in no way obligate the Company to
provide such benefits to any other Participant, even if similarly
situated.




SECTION
      5.
            Limitations
      on Benefits.




(a)  Release.  In order
to be eligible to receive benefits under the Plan, a Participant 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 Covered Termination; provided, however, no such
release shall require the Participant to forego any unpaid salary, any accrued
but unpaid vacation pay or any benefits payable pursuant to this
Plan.  With respect to any outstanding option held by the Participant,
no provision set forth in this Plan granting the Participant additional rights
to exercise the option can be exercised unless and until the release becomes
effective.  Unless a Corporate Transaction has occurred, 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 Participant.




(b)  Certain
Reductions.  The Plan Administrator, in its sole discretion,
shall have the authority to reduce a Participant’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 Participant by the Company that become payable
in connection with the Participant’s termination of employment pursuant to
(i) any applicable legal requirement, including, without limitation, the
Worker Adjustment and Retraining Notification Act or comparable 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 Participant
to remain on the payroll for a limited period of time after being given notice
of the termination of the Participant’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 a Participant’s termination of employment, and the Plan
Administrator shall so construe and implement the terms of the
Plan.  The Plan Administrator’s decision to apply such reductions to
the severance benefits of one Participant and the amount of such reductions
shall in no way obligate the Plan Administrator to apply the same reductions in
the same amounts to the severance benefits of any other Participant, even if
similarly situated.  In the Plan Administrator’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 or other contractual obligations.




(c)  Parachute
Payments.Except as otherwise provided in an agreement between
a Participant and the Company, if any payment or benefit the Participant would
receive in connection with a Corporate Transaction from the Company or otherwise
(“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Code, and (ii) but for this sentence, be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be equal to the Reduced
Amount.  The “Reduced Amount” shall be either (x) the largest portion
of the Payment that would result in no portion of the Payment being subject to
the Excise Tax, or (y) the largest portion, up to and including the total, of
the Payment, whichever amount, after taking into account all applicable federal,
state and local employment taxes, income taxes, and the Excise Tax (all computed
at the highest applicable marginal rate), results in the Participant’s receipt
of the greatest economic benefit notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in a manner necessary to provide the
Participant with the greatest economic benefit.  If more than one
manner of reduction of payments or benefits necessary to arrive at the Reduced
Amount yields the greatest economic benefit, the payments and benefits shall be
reduced pro
rata.




(d)  Mitigation.  Except
as otherwise specifically provided herein, a Participant shall not be required
to mitigate damages or the amount of any payment provided under this Plan by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Plan be reduced by any compensation earned by a
Participant as a result of employment by another employer or any retirement
benefits received by such Participant after the date of the Participant’s
termination of employment with the Company, except for health continuation
coverage provided pursuant to Section 4(c).




(e)  Non-Duplication of
Benefits.  Except as otherwise specifically provided for
herein, no Participant is eligible to receive benefits under this Plan or
pursuant to other contractual obligations more than one time.  This
Plan is designed to provide certain severance pay and change in control benefits
to Participants pursuant to the terms and conditions set forth in this
Plan.  The payments pursuant to this Plan are in addition to, and not
in lieu of, any unpaid salary or benefits to which a Participant may be entitled
for the period ending with the Participant’s Covered Termination.




SECTION
      6.
            Time
      of Payment and Form Of Benefits.




(a)  General
Rules.  Except as otherwise set forth in this Plan, the cash
severance benefits under Section 4(a) of the Plan, if any, shall be paid in a
single lump sum payment on the first payroll date following the Participant’s
Covered Termination.  In no event shall payment of any Plan benefit
set forth in Section 4 be made prior to the effective date of the release
described in Section 5(a).  For the avoidance of doubt, in the event
of an acceleration of the exercisability of an option (or other award) pursuant
to Section 4(d), such option (or other award) shall not be exercisable with
respect to such acceleration of exercisability unless and until the effective
date of the release described in Section 5(a).




(b)  Application of Section
409A.  Any cash severance payments provided under Sections 4(a)
and 4(b), and any additional benefits provided under Section 4(e), shall be paid
no later than the later of: (i) December 31st of the calendar year in which the
Covered Termination occurs, or (ii) the fifteenth (15th) day of the third
calendar month following the date of the Covered Termination.  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.




(c)  Withholding.  All
payments under the Plan will be subject to all applicable withholding
obligations of the Company, including, without limitation, obligations to
withhold for federal, state and local income and employment taxes.




(d)  Indebtedness of
Participants.If a Participant is indebted to the Company on
the effective date of his or her Covered Termination, the Plan Administrator
reserves the right to offset any severance payments under the Plan by the amount
of such indebtedness.




SECTION
      7.
            Reemployment.




In the
event of a Participant’s reemployment by the Company during the period of time
in respect of which severance benefits pursuant to Section 4(a), 4(b), 4(c),
4(d) or 4(e) have been paid, the Plan Administrator, in its sole and absolute
discretion, may require such Participant to repay to the Company all or a
portion of such severance benefits as a condition of reemployment.




SECTION
      8.
            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, any Participation Notice issued pursuant to the Plan, or
the benefits provided hereunder at any time; provided, however,that no
such amendment or termination shall occur following a Corporate Transaction or a
Covered Termination as to any Participant who would be adversely affected by
such amendment or termination unless such Participant consents in writing to
such amendment or termination.  Any action amending or terminating the
Plan or any Participation Notice shall be in writing and executed by a duly
authorized officer of the Company.




SECTION
      9.
            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 an affiliate of the Company, or
(ii) to interfere with the right of the Company or an affiliate of the
Company to discharge any employee or other person at any time, with or without
cause, and with or without advance notice, which right is hereby
reserved.




SECTION
      10.
            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
      11.
            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 set forth in
Section 13(d).




(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:




(i)  the
specific reason or reasons for the denial;




(ii)  references
to the specific Plan provisions upon which the denial is based;




(iii)  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




(iv)  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 11(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
Shares, 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:




(i)  the
specific reason or reasons for the denial;




(ii)  references
to the specific Plan provisions upon which the denial is based;




(iii)  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




(iv)  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 applicant (i) has submitted a written application for
benefits in accordance with the procedures described by Section 11(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 11(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 applicant’s claim or appeal within the relevant time limits
specified in this Section 11, the applicant may bring legal action for benefits
under the Plan pursuant to Section 502(a) of ERISA.




SECTION
      12.
            Basis
      Of Payments To And From Plan.




All
benefits under the Plan shall be paid by the Company.  The Plan shall
be unfunded, and all benefits hereunder shall be paid only from the general
assets of the Company.




SECTION
      13.
            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 [504].




(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 is December 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
Shares, CA 94065




(d)  Plan Sponsor and
Administrator.  The “Plan Sponsor” of the Plan is:




iPass
Inc.


Attn:
Vice President of Human Resources


3800
Bridge Parkway


Redwood
Shares, CA 94065




The “Plan
Administrator” of the Plan is as set forth in Section 2(o).  The Plan
Sponsor’s and Plan Administrator’s telephone number is (650)
232-4100.  The Plan Administrator is the named fiduciary charged with
the responsibility for administering the Plan.




SECTION
      14.
            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 a
Participant, you are considered a participant in the Plan for the purposes of
this Section 14 and, under ERISA, you are entitled to:




(a)  Receive Information About Your Plan
and Benefits.




(i)  Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of the
latest annual report (Form 5500 Series), if applicable, filed by the Plan with
the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration;




(ii)  Obtain,
upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan and copies of the latest annual report (Form 5500
Series), if applicable, and an updated (as necessary) Summary Plan
Description.  The Administrator may make a reasonable charge for the
copies; and




(iii)  Receive a
summary of the Plan’s annual financial report, if applicable.  The
Plan Administrator is required by law to furnish each participant with a copy of
this summary annual report.




(b)  Prudent Actions By Plan
Fiduciaries.  In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are 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, your union 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.


(i)  If your
claim for a Plan benefit is denied or ignored, 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.




(ii)  Under
ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request a copy of Plan documents or the latest annual report
from the Plan, if applicable, 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.




(iii)  If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court.




(iv)  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
      15.
            General
      Provisions.




(a)  Notices.Any
notice, demand or request required or permitted to be given by either the
Company or a Participant 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 13(d) and, in the case
of a Participant, at the address as set forth in the Company’s employment file
maintained for the Participant as previously furnished by the Participant or
such other address as a party may request by notifying the other in
writing.




(b)  Transfer and
Assignment.The rights and obligations of a Participant 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
      16.
            Execution.




To record
the adoption of the Plan as set forth herein, iPass Inc. has caused its duly
authorized officer to execute the same as of the Effective Date.




iPass
Inc.




By:    
/s/ Frank E.
Verdecanna




Title: 
Chief Financial
Officer




..


ANNEX
I





IPASS
INC. KEY EMPLOYEE CORPORATE TRANSACTION AND SEVERANCE BENEFIT PLAN




PARTICIPATION
NOTICE









To:




Date:




iPass
Inc. (the “Company”)
has adopted the iPass Inc. Key Employee Corporate Transaction and Severance
Benefit Plan (the “Plan”).  The
Company is providing you with this Participation Notice to inform you that you
have been designated as a Participant in the Plan.




A copy of
the Plan document is attached to this Participation Notice. The terms and
conditions of your participation in the Plan are as set forth in the Plan and
this Participation Notice, which together also constitute a summary plan
description of the Plan.




This Plan
shall provide the exclusive severance benefits for which you are eligible in the
event of a Covered Termination (as defined in the Plan) occurring within
eighteen (18) months following a Corporate Transaction (as defined in the Plan),
and, with respect to such Covered Termination, this Plan supersedes any and all
severance or change in control benefits payable to you as set forth in any plan
or agreement, including offer letters, with the Company entered into prior to
the date hereof.




Please
return to [____] a copy of this Participation Notice signed by you and retain a
copy of this Participation Notice, along with the Plan document, for your
records.




iPass
Inc.









By:




Its:




..


ACKNOWLEDGEMENT




The
undersigned Participant hereby acknowledges receipt of the foregoing
Participation Notice.  In the event the undersigned holds outstanding
stock options or restricted stock as of the date of this Participation Notice,
the undersigned hereby:*





 ̈
            accepts
      all of the benefits of Sections 4(d) of the Plan regardless of any
      potential adverse effects on any outstanding option, restricted stock or
      other stock award


 ̈
            accepts
      the benefits of Section 4(d) of the Plan that have no adverse effect on
      outstanding options, restricted stock or other stock awards and rejects
      the benefits of Section 4(d) of the Plan as to those outstanding options,
      restricted stock and other stock awards that would have potential adverse
      effects


 ̈
            other
      (please describe):
      ____________________________________________


__________________________________________________________________


__________________________________________________________________


__________________________________________________________________


__________________________________________________________________





The
undersigned acknowledges that the undersigned has been advised to obtain tax and
financial advice regarding the consequences of this election including the
effect, if any, on the status of the stock options or restricted stock for tax
purposes under Sections 409A and 422 of the Internal Revenue Code.













Print
name





*  Please
check one box; failure to check a box will be deemed the selection of the second
alternative (i.e.,
accepting the benefits of Sections 4(d) of the Plan that have no adverse effect
on outstanding options, restricted stock or other stock awards and rejecting the
benefits of Sections 4(d) of the Plan as to those outstanding options,
restricted stock and other stock awards that would have potential adverse
effects).




..
 
 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.  Key Employee Corporate Transaction and 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
provided that I do not revoke it (“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, including but
not limited to any unknown claims.




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. Key
Employee Corporate Transaction and 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
provided that I do not revoke it (“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, including but
not limited to any unknown claims.




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 Age 40
 Individual
and Group Termination


Exhibit
C




RELEASE
AGREEMENT




I
understand and agree completely to the terms set forth in the iPass Inc. Key
Employee Corporate Transaction and 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, including but not
limited to any unknown claims.




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: