Offer Letter



 Exhibit 10.1 
 June 14, 2011 
 Christophe Culine 
 Dear Christophe: 
 I am pleased to offer you employment in the position of Senior Vice President,
Worldwide Sales at iPass Inc. (“iPass” or the “Company”), reporting to me, under the terms set forth in this letter. Your initial base salary will be $10,416.67, paid semi-monthly, plus benefits, including the option of
participating in our 401(k) Plan. If annualized, this base salary amount equals $250,000. As an exempt employee, you will not be eligible for overtime compensation. 
 In addition, you will be eligible to earn a target annual bonus of $250,000 paid on a quarterly basis consistent with the management bonus plan. Bonuses are only considered earned if the participant is an
employee of iPass in good standing on the last day of the fiscal quarter and has successfully completed the quarterly objectives. If you leave the Company for any reason during the quarter, no pro-rata bonus shall be earned. The Company shall have
the sole discretion to determine if you have met all of the requirements for earning a bonus (including completion of the applicable objectives) and, if so, the amount of the bonus payment. If earned, the bonus payments generally will be paid within
forty-five (45) days following the end of the Company’s fiscal quarter to allow the Company time to determine bonus calculations. Assuming your employment with iPass starts on July 18, 2011, for the quarter ending September 30,
2011, you will be paid a portion of your annual bonus opportunity in the total amount of $52,083. Further, for the quarter ending December 31, 2011, you will be paid the greater of: (i) 80% of your quarterly bonus opportunity ($50,000)
(the “80% Bonus”); or (ii) the actual amount which would be earned under the 2011 Executive Management Bonus Plan ( the “2011 EMBP”) pursuant to the terms of the 2011 EMBP. However, you shall not be entitled to any payments
under the 2011 EMBP if you receive the 80% Bonus. Any bonus provided to you will be subject to standard deductions and withholdings. 
 Further,
subject to the approval of the Board of Directors of iPass (the “Board”), you will be granted an option to purchase 580,000 shares of iPass’ common stock, subject to a four-year vesting schedule, at a purchase price equal to the fair
market value of the stock as of the date of grant (as determined by the Board) under the iPass 2003 Equity Incentive Plan (the “Plan”). The option will be governed by the terms of the Plan and your stock option agreement. In addition,
should you remain continuously employed into Q1 2012, subject to Board approval, the Company will issue to you at that time a Restricted Stock Award (“RSA”) consisting of 75,000 shares of restricted stock in the Company which will vest as
set forth in the governing RSA Agreement. 
 iPass offers its employees health, dental, vision, life, AD&D, and short term and long term
disability insurance, and you will be eligible to participate in these benefit plans in accordance with the terms and conditions of the applicable plan documents. The health and dental plans provide you with several options regarding your care.
Please read the enclosed information about the health and dental plan options available to you. You may call Mike Badgis with any questions about health insurance or any other iPass benefits at (650) 232-4130. iPass may modify your position,
duties, reporting relationship, office location, and compensation and benefits from time to time in its discretion. 







 In addition, in the position of Senior Vice President, Worldwide Sales, you will be eligible to become a
“Tier 1 Participant” under the Company’s Executive Corporate Transaction and Severance Benefit Plan (the “Executive Severance Plan”), which provides specified severance benefits to certain eligible executive employees
of the Company in the event of qualifying employment terminations, pursuant to the terms and conditions of the Executive Severance Plan. In order to become a Participant, you will need to sign and return the enclosed Executive Severance Plan
Participation Notice. 
 This offer is contingent upon the successful results of background and reference checks, your execution of and
compliance with the enclosed Proprietary Information and Inventions Agreement and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to
meet these conditions. In addition, as a condition of your employment, you will be required to abide by the Company’s policies and procedures, including but not limited to the policies set forth in the Company’s Employee Handbook, as may
be in effect from time to time. Employment with iPass is at the will of each party, is not for a specific term and can be terminated by you or by the Company at any time, with or without cause and with or without advance notice. 

This letter, along with your Proprietary Information and Inventions Agreement, is the entire agreement between you and iPass concerning your employment
terms, and it supersedes any other agreements or promises made to you by anyone, whether written or oral. The terms of this letter cannot be changed (except with respect to those changes expressly reserved to the Company’s discretion herein)
unless such changes are in writing and signed by an authorized representative of iPass. This offer is valid until Friday, June 17, 2011 at 5:00 pm, at which time it will expire if you have not returned this fully signed letter to the Company.

 Please signify your acceptance of employment with the Company under the terms provided in this letter by signing and dating below and
returning this offer letter to Mike Badgis at fax number (650) 232-0232. 
 Christophe, your acceptance of our offer represents a
unique opportunity for us both to grow and succeed. We all want to thank you in advance for your faith in us, and for the commitment you have made to our common vision. 
 Finally, we all look forward to working and building iPass with you! 
  

							
	Welcome aboard,	 		 	Understood And Accepted	  	
				
	 /s/ Evan L. Kaplan
	 		 	             /s/ Christophe
Culine
	  	
	Evan L. Kaplan	 		 	Christophe Culine	  	
				
	President & CEO	 		 		  	
		 		 	 June 17, 2011
	  	
				
		 		 	Date	  	Start Date 07-18-11