form8wachtlerseparationx10_1.htm


    
      Exhibit
10.1

    

     

    March 16,
2009

     

    


    VIA HAND
DELIVERY

    


    Joel
Wachtler

    c/o iPass
Inc.

    3800
Bridge Parkway

    Redwood
Shores, CA 94065

    


    Re:           Separation
Agreement

     

    Dear
Joel:

     

    This
letter describes the separation agreement (the “Agreement”) which iPass Inc.
(“the Company”) is offering to you to aid in your employment
transition.

     

    1. Separation.  Your
last date of employment with the Company will be Tuesday, March 31, 2009 (the
“Separation
Date”).  Between the date you receive this Agreement and the
Separation Date, you will use your best efforts to continue to perform your
assigned duties (including transitioning your duties), and will continue to
fully comply with all of your legal obligations to the Company (including
complying with all Company policies).  On the Separation Date, the
Company will pay you all accrued salary, and all accrued and unused vacation
earned through the Separation Date, subject to standard payroll deductions and
withholdings.  You are entitled to these payments regardless of
whether or not you sign this Agreement.

     

    2. Severance
Benefits.  If:  (i) you timely sign, date and return
this Agreement; and (ii) allow the releases contained herein to become
effective; and (iii) on or after the Separation Date, you sign the Release
Agreement attached as Exhibit A to the iPass Inc. Executive Corporation
Transaction and Severance Benefit Plan (the “Severance Plan,” a copy of
which is attached hereto as Attachment
A) and allow the releases contained therein to become effective; then you
will receive the following severance benefits (the “Severance Benefits”) pursuant
to the terms of the Severance Plan:

     

    (a)           Severance
Payment.  The Company will pay you a cash severance amount
equal to the product of your current Base Salary (as defined in the Severance
Plan) multiplied by six (6) months, less required deductions and withholdings
(the “Base Severance
Payment”).  The Base Severance Payment will be paid in a lump
sum on the first payroll date which follows both the Separation Date and the
Effective Date of the Release Agreement attached as Exhibit A to the Severance
Plan (as defined therein).

     

    (b)           Bonus Severance Payment. The
Company will pay you a cash severance bonus amount equal to one quarter of your
target bonus under the Company’s annual bonus plan, less required deductions and
withholdings (the “Bonus
Severance Payment”).  The Bonus Severance Payment will be paid
in a lump sum on the first payroll date which follows both the Separation Date
and the Effective Date of the Release Agreement attached as Exhibit A to the
Severance Plan (as defined therein).

     

    (c)           Health
Insurance.  To the extent provided by the federal COBRA law or,
if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s
current group health insurance policies, you will be eligible to continue your
group health insurance benefits at your own expense.  Later, you may
be able to convert to an individual policy through the provider of the Company’s
health insurance, if you wish.  You will be provided with a separate
notice more specifically describing your rights and obligations to continuing
health insurance coverage under COBRA.  If you timely elect continued
group health insurance coverage pursuant to COBRA, the Company will, as an
additional severance benefit, pay your COBRA premiums sufficient to continue
group health insurance coverage for you and your covered dependents (if
applicable) at the level of coverage in effect as of the Separation Date,
through the earlier of either: (i) twelve (12) months from the Separation Date,
or (ii) the date that you become eligible for group health insurance coverage
through another employer.  You must promptly notify me in writing if
you become eligible for group health insurance coverage through another employer
prior to the expiration of the twelve month period after the Separation
Date.

     

    (d)           Retention of Laptop Computer and Cell
Phone. As an additional severance benefit, the Company will permit you to
retain the Company’s laptop computer and cell phone provided for your use in
connection with your employment (the “Electronic Equipment”), and
the Company will transfer to you its ownership interest in the Electronic
Equipment effective as of the Separation  Date.  The
Electronic Equipment is being provided to you in “as is” condition and without
warranty or guarantee of any kind.  You are solely responsible for any
tax consequences of the Company’s transfer of its ownership interest in the
Electronic Equipment.  In addition, prior to the Separation Date, at
the Company’s request you must provide the Electronic Equipment to the Company
for the purpose of deletion of confidential and proprietary information, and
licensed materials, from the Electronic Equipment.

     

    3. Equity
Awards.  Vesting of your outstanding stock options and any
other equity awards (the “Options”) will cease on the
Separation Date and your unvested Options shall terminate.  Your
Options, including your rights to exercise any vested shares, are governed by
the terms of your operative agreements with the Company and the applicable
equity plan.

     

    4. No Other Compensation or
Benefits.  You acknowledge that, except as expressly provided
in this Agreement, you have not earned and will not receive from the Company any
additional compensation (including base salary, bonus, incentive compensation,
variable compensation, or equity), severance, or benefits after the Separation
Date, with the exception of any vested right you may have under the express
terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) or any
vested Options.

     

    5. Expense
Reimbursements.  You agree that, within thirty (30) days of the
Separation Date, you will submit your final documented expense reimbursement
statement reflecting all business expenses you incurred through the Separation
Date, if any, for which you seek reimbursement.  The Company will
reimburse you for these expenses pursuant to its regular business
practice.

     

    6. Return of Company Property. By
the close of business on the Separation Date, you agree to return to the Company
all Company documents (and all copies thereof) and other Company property which
you have in your possession or control, including, but not limited to, Company
files, notes, drawings, records, plans, forecasts, reports, financial data,
payroll information, spreadsheets, studies, analyses, proposals, agreements,
research and development information, sales and marketing information, customer
lists, prospect information, pipeline reports, sales reports, operational and
personnel information, specifications, code, software, databases,
computer-recorded information, tangible property and equipment (including, but
not limited to, computers, facsimile machines, mobile telephones, servers),
credit 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).  You
agree that you will make a diligent search to locate any such documents,
property and information within the required timeframe.  In addition,
if you have used any personally owned computer, server, or e-mail system to
receive, store, review, prepare or transmit any Company confidential or
proprietary data, materials or information, then within five (5) business days
after the Separation Date, you must provide the Company with a computer-useable
copy of such information and then permanently delete and expunge such Company
confidential or proprietary information from those systems without retaining any
reproductions (in whole or in part); and you agree to provide the Company access
to your system as requested to verify that the necessary copying and/or deletion
is done.  You agree that, after the applicable timeframes noted above,
you will neither use nor possess Company property.  Your timely compliance with this
paragraph is a condition precedent to your receipt of the Severance
Benefits.

     

    7. Proprietary Information
Obligations.  You acknowledge your continuing obligations under
your Employee Confidentiality and Inventions Assignment Agreement, which include
but are not limited to your continuing obligations not to use or disclose any
confidential or proprietary information of the Company.  A copy of
your Employee Confidentiality and Inventions Assignment Agreement is attached
hereto as Attachment
B.

     

    8. Nondisparagement.  You
agree not to disparage the Company, and the Company’s officers, directors,
employees, shareholders and agents, in any manner likely to be harmful to them
or their business, business reputation or personal reputation, and the Company
agrees to direct its officers and directors not to disparage you in any manner
likely to be harmful to your business, business reputation or personal
reputation; provided that all parties may respond accurately and fully to any
question, inquiry or request for information when required by legal
process.

     

    9. No Admissions.  The
promises and payments in consideration of this Agreement shall not be construed
to be an admission of any liability or obligation by either party to the other
party, and neither party makes any such admission.

     

    10. Cooperation and
Assistance.  You agree that
you will not voluntarily provide assistance, information or advice, directly or
indirectly (including through agents or attorneys), to any person or entity in
connection with any claim or cause of action of any kind brought against the
Company, nor shall you induce or encourage any person or entity to bring such
claims.  However, it will not violate this Agreement if you testify
truthfully when required to do so by a valid subpoena or under similar
compulsion of law.  Further, you agree to voluntarily cooperate with
the Company if you have knowledge of facts relevant to any threatened or pending
litigation against the Company by making yourself reasonably available without
further compensation for interviews with the Company or its legal counsel, for
preparing for and providing deposition testimony, and for preparing for and
providing trial testimony.  

     

    11. Nonsolicitation.  You
agree that for one year following the Separation Date, you will not, directly or
indirectly, solicit, induce or encourage, or attempt to solicit, induce or
encourage, any employee, consultant, or independent contractor of the Company to
terminate his or her relationship with the Company in order to become an
employee, consultant, or independent contractor to or for any other person or
entity.

     

    12. Release of
Claims.

     

    (a)           General Release.  In
exchange for the consideration provided to you under this Agreement to which you
would not otherwise be entitled, including but not limited to the Severance
Benefits, and as required by the Severance Plan, you hereby generally and
completely release the Company 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”)
of and 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 or on the date you sign this Agreement
(collectively, the “Released
Claims”).

     

    (b)           Scope of
Release.  The Released Claims include, but are not limited
to:  (i) all claims arising out of or in any way related to your
employment with the Company, or the termination of that employment;
(ii) all claims related to your 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; (iii) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(iv) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (v) 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) (the “ADEA”), the California Labor
Code (as amended), and the California Fair Employment and Housing Act (as
amended).

     

    (c)           Excluded Claims.
Notwithstanding the foregoing, the following are not included in the
Released Claims (the “Excluded
Claims”): (i) any rights or claims for indemnification you may have
pursuant to any written indemnification agreement with the Company to which you
are a party, the charter, bylaws, or operating agreements of the Company, or
under applicable law; (ii) any rights which are not waivable as a matter of
law; and (iii) any claims for breach of this Agreement.  In addition,
nothing in this Agreement prevents you from filing, cooperating with, or
participating in any proceeding before the Equal Employment Opportunity
Commission, the Department of Labor, the California Department of Fair
Employment and Housing, or any other government agency, except that you
acknowledge and agree that you are hereby waiving your right to any monetary
benefits in connection with any such claim, charge or proceeding.  You
hereby represent and warrant that, other than the Excluded Claims, you are not
aware of any claims you have or might have against any of the Released Parties
that are not included in the Released Claims.

     

    (d)           ADEA Waiver.  You
acknowledge that you are knowingly and voluntarily waiving and releasing any
rights you may have under the ADEA, and that the consideration given for the
waiver and release in this Section 12 is in addition to anything of value to
which you are already entitled.  You further acknowledge that you have
been advised, as required by the ADEA, that:  (i) your waiver and
release do not apply to any rights or claims that may arise after the date that
you sign this Agreement; (ii) you should consult with an attorney prior to
signing this Agreement (although you may choose voluntarily not to do so); (iii)
you have twenty-one (21) days from the date that you received this Agreement in
which to consider this Agreement (although you may choose voluntarily to sign it
earlier); (iv) you have seven (7) days following the date you sign this
Agreement to revoke the Agreement (by providing written notice of your
revocation to me); and (v) this Agreement will not be effective until the date
upon which the revocation period has expired, which will be the eighth day after
the date that this Agreement is signed by you provided that you do not revoke it
(the “Effective
Date”).   

     

    (e)           Waiver of Unknown
Claims.  In giving the releases set forth in this Agreement,
which include claims which may be unknown to you at present, you acknowledge
that you 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.”  You hereby expressly waive and relinquish all
rights and benefits under that section and any law or legal principle of similar
effect in any jurisdiction with respect to your release of claims herein,
including but not limited to the release of unknown and unsuspected
claims.

     

    13. Representations. You
hereby represent that you have been paid all compensation owed and for all hours
worked, have received all the leave and leave benefits and protections for which
you are eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, any applicable law, or Company policy, and have not suffered
any on-the-job injury for which you have not already filed a workers’
compensation claim.

     

    14. Dispute
Resolution.  To ensure rapid and economical resolution of any
disputes regarding this Agreement, the parties hereby agree that any and all
claims, disputes or controversies of any nature whatsoever arising out of, or
relating to, this Agreement, or its interpretation, enforcement, breach,
performance or execution, your employment with the Company, or the termination
of such employment, shall be resolved, to the fullest extent permitted by law,
by final, binding and confidential arbitration in San Francisco, CA conducted
before a single arbitrator by JAMS, Inc. (“JAMS”) or its successor, under
the then applicable JAMS arbitration rules.  The parties each acknowledge that by
agreeing to this arbitration procedure, they waive the right to resolve any such
dispute, claim or demand through a trial by jury or judge or by administrative
proceeding.  You will have the right to be represented by legal
counsel at any arbitration proceeding.  The arbitrator
shall:  (a) have the authority to compel adequate discovery for the
resolution of the dispute and to award such relief as would otherwise be
available under applicable law in a court proceeding; and (b) issue a written
statement signed by the arbitrator regarding the disposition of each claim and
the relief, if any, awarded as to each claim, the reasons for the award, and the
arbitrator’s essential findings and conclusions on which the award is
based.  The arbitrator, and not a court, shall also be authorized to
determine whether the provisions of this paragraph apply to a dispute,
controversy, or claim sought to be resolved in accordance with these arbitration
procedures.  Nothing in this Agreement is intended to prevent either
you or the Company from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any arbitration.

     

    15. Miscellaneous.  This
Agreement, including Attachments A and B, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company with
regard to the subject matter hereof.  It is entered into without
reliance on any promise or representation, written or oral, other than those
expressly contained herein, and it supersedes any other agreements, promises,
warranties or representations concerning its subject matter.  This
Agreement may not be modified or amended except in a writing signed by both you
and a duly authorized officer of the Company.  This Agreement will
bind the heirs, personal representatives, successors and assigns of both you and
the Company, and inure to the benefit of both you and the Company, their heirs,
successors and assigns.  If any provision of this Agreement is
determined to be invalid or unenforceable, in whole or in part, this
determination shall not affect any other provision of this Agreement and the
provision in question shall be modified so as to be rendered enforceable in a
manner consistent with the intent of the parties insofar as possible under
applicable law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of California without regard to conflicts
of law principles.  Any ambiguity in this Agreement shall not be
construed against either party as the drafter.  Any waiver of a breach
of this Agreement, or rights hereunder, shall be in writing and shall not be
deemed to be a waiver of any successive breach or rights
hereunder.  This Agreement may be executed in counterparts which shall
be deemed to be part of one original, and facsimile signatures shall be
equivalent to original signatures.

     

    If this
Agreement is acceptable to you, please sign and date below within twenty-one
(21) days after you receive it and then send me the fully signed
Agreement.  The Company’s offer contained herein will automatically
expire if we do not receive the fully signed Agreement from you within this
timeframe.

     

    I wish
you the best in your future endeavors and thank you for your contributions to
the Company.

     

    Sincerely,

     

    iPass Inc.

    


    


    By:           /s/  J. Michael
Badgis

    J. Michael Badgis

    Vice President, Human
Resources

    


    Attachment
A – iPass Inc. Executive Corporate Transaction and Severance Benefit
Plan

    Attachment
B -- Employee Confidentiality and Inventions Assignment Agreement

    


    Understood
and Agreed:

    


     

    /s/ Joel
Wachtler                                                                           

    Joel
Wachtler

    


    3/25/2009

    Date

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
A

    


    IPASS
INC. EXECUTIVE CORPORATION TRANSACTION AND SEVERANCE BENEFIT PLAN

     

    
      
        	
                SECTION
      1.  

              	
                Introduction.

              


      

       

      The iPass
Inc. Executive Corporate Transaction and Severance Benefit Plan (the “Plan”) is
hereby established effective August 9th, 2007  (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 executive 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, and additional
benefits if such qualifying employment terminations occur within eighteen (18)
months following a Corporate Transaction (as such term is defined
below).  In addition, Section 7 below provides certain benefits upon
the consummation of a Corporate Transaction without regard to a qualifying
employment termination.  This Plan shall supersede any generally
applicable severance or change in control plan, policy, or practice, whether
written or unwritten, with respect to each employee who becomes a Participant in
the Plan.  For the purposes of the foregoing sentence, a generally
applicable severance or change in control plan, policy or practice is a plan,
policy or practice in which benefits are not conditioned upon (i) being
designated a participant, (ii) receiving an award such as a stock option, or
(iii) the employee electing to participate.  This Plan shall not
supersede any individually negotiated employment contract or agreement, or any
written plans that are not of general application, and, except as set forth in
the Participation Notice, such Participant’s severance benefit, if any, shall be
governed by the terms of such individually negotiated employment contract,
agreement, or written 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.  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 monthly base pay (excluding incentive
pay, premium pay, commissions, overtime, bonuses and other forms of variable
compensation).

       

      
        	
                (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 Board, 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) “Constructive
Termination” means a resignation of employment by a Participant no later
than twelve (12) months after an action or event which constitutes Good Reason
is undertaken by the Company or occurs and such termination 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).

       

      (i) “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.

       

      (j) “Corporate
Transaction Termination” means a Covered Termination which occurs within
eighteen (18) months after a Corporate Transaction.

       

      (k) “Covered
Termination” means either (i) an Involuntary Termination Without Cause,
or (ii) a Constructive Termination.  Termination of employment of a
Participant due to death or disability shall not constitute a Covered
Termination unless a voluntary termination of employment by the Participant
immediately prior to the Participant’s death or disability would have qualified
as a Constructive Termination.   The foregoing notwithstanding,
the following events shall not constitute a Covered Termination:  (i)
the Participant resigns his or her employment with the Company in order to
accept employment with another entity that is controlled (directly or
indirectly) by the Company or is otherwise an Affiliate of the Company; (ii) the
Participant’s employment is terminated, but the Participant is subsequently
rehired within 32 days after such termination of employment by the Company or an
Affiliate for a Substantially Equivalent or Comparable 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 or Comparable Position with the Company or an
Affiliate of the Company or the entity acquiring the Company or its assets
pursuant to the Corporate Transaction.

       

      (l) “Eligible
Employee” means an individual who
is (i) employed by the Company or its Affiliates at the Vice President level and
above (excluding the Chief Executive Officer), 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).

       

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

       

      (n) “Good
Reason” shall mean either of the following actions or events: (i) the
Company requires that the Participant relocate to a worksite that is more than
sixty (60) miles from its principal executive office as of the Effective Date;
or (ii) the Company materially reduces the Participant’s Base Salary below its
then-existing gross rate; provided however that, in
order to qualify as “Good Reason,” the Participant must submit to the Company a
written notice, within ninety (90) days after the occurrence of either of the
actions or events described in (i) and (ii) above, describing the applicable
actions or events, and provide the Company with at least thirty (30) days from
its receipt of the Participant’s written notice in which to cure such actions or
events prior to termination of the Participant’s employment, and provided further that, the
Participant’s employment must terminate no later than twelve (12) months after
the applicable actions or events described in (i) and (ii) above.

       

      (o) “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 and such termination 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).

       

      (p) “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 Participation Notice
shall designate the Participant as either a “Tier I Participant” or a “Tier II
Participant,” provided that,
in the absence of such specific designation, the Participant shall be
deemed a Tier II Participant for purposes of the Plan.  The
determination of whether an employee is a Participant, and the designation of
either a Tier I Participant or a Tier II Participant, shall be made by the Plan
Administrator, in its sole discretion, and such determination shall be binding
and conclusive on all persons.

       

      (q) “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.

       

      (r) “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.  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.

       

      (s) “Severance
Period” means (i) in the case of a Covered Termination that is not a
Corporate Transaction Termination, three (3) months for a Tier II Participant
and six (6) months for a Tier I Participant, and (ii) in the case of a Corporate
Transaction Termination, six (6) months for a Tier II Participant and nine (9)
months for a Tier I Participant.

       

      (t) “Substantially
Equivalent or Comparable Position” is one that offers the Participant
substantially the same Base Salary; provided, however, that a
position shall not be considered to be a “Substantially Equivalent or Comparable
Position” if a resignation of employment by the Participant would constitute a
Constructive Termination.

       

      
        	
                SECTION
      3.  

              	
                Eligibility
      For Benefits.

              


      

       

      (a) General
Rules.  Subject to the limitations set forth in this Section 3
and Section 5, in
the event of a Covered Termination, the Company shall provide the severance
benefits described in Section 4 to each affected Participant.  Upon
the consummation of a Corporate Transaction, the Company shall provide each
Participant the benefits described in Section 7.  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 (e.g., the iPass Inc.
Severance Benefit Plan) 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;

       

      (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) Cash Severance
Benefits.  The Company shall make a cash severance payment to
the Participant in an amount equal to the product of (i) the Participant’s Base
Salary, as in effect on the date of a Covered Termination, multiplied by (ii)
the number of months in the Severance Period.   In addition,
provided that the Participant received an overall performance rating equivalent
to or greater than “Meets Expectations” in the most recent performance
evaluation cycle preceding termination of the Participant’s employment, the
Company shall make an additional cash severance payment to the Participant as
follows:  (i) in the case of a Covered Termination that is not a
Corporate Transaction Termination, in an amount equal to one quarter of the
Participant’s target bonus amount under the Company’s annual bonus plan, and
(ii) in the case of a Corporate Transaction Termination, in an amount to be
determined by the Plan Administrator but no greater than the product of (i)
one-twelfth (1/12th) of the
Participant’s target bonus amount under the Company’s annual bonus plan,
multiplied by (ii) the number of months in the Severance Period.  Such
severance payments shall be paid in accordance with Section 6.

       

      (b) Health 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 months
following the date of the Covered Termination equal to two times the Severance
Period, 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(b), (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.

       

      (c) Option Grant and Restricted Stock
Vesting Acceleration.  Upon a Corporate Transaction
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(c), in
the event that the provisions of this Section 4(c) 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.

       

      (d) 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).

       

      (e) 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), and 4(c) 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(b).

       

      (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, bonuses 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(c), 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 payment provided under Section 4(a)
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.  

              	
                Corporate
      Transaction Benefits

              


      

       

      Immediately
upon the consummation of a Corporate Transaction, any specified performance
target or vesting condition determined by reference to the operations of the
Company or an Affiliate in any restricted stock award issued to a Participant
pursuant to any equity incentive plan of the Company shall immediately be deemed
satisfied.  Accordingly, such performance targets or conditions need
not be satisfied following the Corporate Transaction in order for the
Participant to remain eligible to vest in such restricted
stock.  However, any requirement specified in such restricted stock
award that such Participant continue to render services for the Company or an
Affiliate following the Corporate Transaction shall remain in effect, and the
Participant shall not vest in such restricted stock unless and until such
post-Corporate Transaction service requirement has been satisfied.

       

      
        	
                SECTION
      8.  

              	
                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) 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
      9.  

              	
                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
(including but not limited to changing the designation of any Participant as a
Tier I Participant or a Tier II Participant), 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
      10.  

              	
                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, and with or without advance notice, which right is hereby
reserved.

       

      
        	
                SECTION
      11.  

              	
                Legal
      Construction.

              


      

       

      This Plan
is intended to be governed by and shall be construed in accordance with ERISA
and, to the extent not preempted by ERISA, the laws of the State of
California.

       

      
        	
                SECTION
      12.  

              	
                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 14(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 12(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 12(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 12(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 12, the applicant may bring legal action for benefits
under the Plan pursuant to Section 502(a) of ERISA.

       

      
        	
                SECTION
      13.  

              	
                Basis
      Of Payments To And From Plan.

              


      

       

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

       

      
        	
                SECTION
      14.  

              	
                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 503.

       

      (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(r).  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
      15.  

              	
                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 15 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 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
      16.  

              	
                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 14(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
      17.  

              	
                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. EXECUTIVE CORPORATE TRANSACTION AND SEVERANCE BENEFIT PLAN

       

      PARTICIPATION
NOTICE

       

      


       

      To:                                                                

       

      Date:                                                                

       

      iPass
Inc. (the “Company”)
has adopted the iPass Inc. Executive 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.  You are designated
as a [Tier I Participant] [Tier
II Participant].

       

      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.

       

      [Note to draft – include only as
applicable][The Plan supersedes any and all severance or change in
control benefits payable to you as set forth in any agreement, including offer
letters, with the Company entered into prior to the date hereof.]

       

      Notwithstanding
the terms of the Plan:

       

      ____________________________________________________________________

       

      ____________________________________________________________________

       

      


       

      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(c) and 7 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(c) and 7 of the Plan that have no adverse effect
      on outstanding options, restricted stock or other stock awards and rejects
      the benefits of Section 4(c) and 7 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(c) and 7 of the Plan that have no adverse
effect on outstanding options, restricted stock or other stock awards and
rejecting the benefits of Sections 4(c) and 7 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.  Executive 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
(“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.
Executive 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
(“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 Age 40

              Individual
and Group Termination

            

          

        



      Exhibit
C

       

      RELEASE
AGREEMENT

       

      I
understand and agree completely to the terms set forth in the iPass Inc.
Executive 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.

       

      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:                                                                

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    Attachment
B

    


    EMPLOYEE
CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT

     

    
      In consideration of my employment or
continued employment by iPass
Inc. (the "Company"), and the
compensation now and hereafter paid to me, I hereby agree as
follows:

      


      1.         Nondisclosure

      


      1.1         Recognition of Company's Rights;
Nondisclosure.  At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company's Proprietary Information (defined
below), except as such disclosure, use or publication may be required in
connection with my work for the Company, or unless an officer of the Company
expressly authorizes such in writing.  I will obtain Company's written
approval before publishing or submitting for publication any material (written,
verbal, or otherwise) that relates to my work at Company and/or incorporates any
Proprietary Information.  I hereby assign to the Company any rights I
may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole property of the Company and its
assigns.

      


      1.2         Proprietary
Information.  The term "Proprietary Information" shall
mean any and all confidential and/or proprietary knowledge, data or information
of the Company.  By way of illustration but not limitation, "Proprietary Information"
includes (a) trade secrets, inventions, mask works, ideas, processes,
formulas, source and object codes, data, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs and techniques
(hereinafter collectively referred to as "Inventions"); and
(b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers; and (c)
information regarding the skills and compensation of other employees of the
Company.  Notwithstanding the foregoing, it is understood that, at all
such times, I am free to use information which is generally known in the trade
or industry, which is not gained as result of a breach of this Agreement, and my
own, skill, knowledge, know-how and experience to whatever extent and in
whichever way I wish.

      


      1.3         Third Party
Information.  I understand, in addition, that the Company has
received and in the future will receive from third parties confidential or
proprietary information ("Third
Party Information") subject to a duty on the Company's part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  During the term of my employment and thereafter, I will
hold Third Party Information in the strictest confidence and will not disclose
to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with my
work for the Company, Third Party Information unless expressly authorized by an
officer of the Company in writing.

      


      1.4         No Improper Use of Information of
Prior Employers and Others.  During my employment by the
Company I will not improperly use or disclose any confidential information or
trade secrets, if any, of any former employer or any other person to whom I have
an obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or person.  I
will use in the performance of my duties only information which is generally
known and used by persons with training and experience comparable to my own,
which is common knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company.

      


      2.         Assignment
of Inventions.

      


      2.1         Proprietary
Rights.  The term "Proprietary Rights" shall mean
all trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.

      


      2.2                  Prior
Inventions.  Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement.  To preclude any possible
uncertainty, I have set forth on Exhibit B (Previous
Inventions) attached hereto a complete list of all Inventions that I have, alone
or jointly with others, conceived, developed or reduced to practice or caused to
be conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement (collectively referred to as "Prior
Inventions").  If disclosure of any such Prior Invention would
cause me to violate any prior confidentiality agreement, I understand that I am
not to list such Prior Inventions in Exhibit B but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit B for such
purpose.  If no such disclosure is attached, I represent that there
are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention.  Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventions without the Company's prior written
consent.

      


      2.3                  Assignment of
Inventions.  Subject to Sections 2.4, and 2.6, I hereby assign
and agree to assign in the future (when any such Inventions or Proprietary
Rights are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all my right, title and interest in and to any and
all Inventions (and all Proprietary Rights with respect thereto) whether or not
patentable or registrable under copyright or similar statutes, made or conceived
or reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment with the Company.  Inventions
assigned to the Company, or to a third party as directed by the Company pursuant
to this Section 2, are hereinafter referred to as "Company
Inventions."

      


      2.4                  Nonassignable
Inventions.  This Agreement does not apply to an Invention
which qualifies fully as a nonassignable Invention under Section 2870 of
the California Labor Code (hereinafter "Section 2870").  I
have reviewed the notification on Exhibit A (Limited Exclusion
Notification) and agree that my signature acknowledges receipt of the
notification.

      


      2.5                  Obligation to Keep Company
Informed.  During the period of my employment and for six (6)
months after termination of my employment with the Company, I will promptly
disclose to the Company fully and in writing all Inventions authored, conceived
or reduced to practice by me, either alone or jointly with others.  In
addition, I will promptly disclose to the Company all patent applications filed
by me or on my behalf within a year after termination of
employment.  At the time of each such disclosure, I will advise the
Company in writing of any Inventions that I believe fully qualify for protection
under Section 2870; and I will at that time provide to the Company in
writing all evidence necessary to substantiate that belief.  The
Company will keep in confidence and will not use for any purpose or disclose to
third parties without my consent any confidential information disclosed in
writing to the Company pursuant to this Agreement relating to Inventions that
qualify fully for protection under the provisions of
Section 2870.  I will preserve the confidentiality of any
Invention that does not fully qualify for protection under
Section 2870.

      


      2.6                  Government or Third
Party.  I also agree to assign all my right, title and interest
in and to any particular Invention to a third party, including without
limitation the United States, as directed by the Company.

      


      2.7                  Works for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are "works made for hire," pursuant to United States
Copyright Act (17 U.S.C., Section 101).

      


      2.8                  Enforcement of Proprietary
Rights.  I will assist the Company in every proper way to
obtain, and from time to time enforce, United States and foreign Proprietary
Rights relating to Company Inventions in any and all countries.  To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof.  In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my employment,
but the Company shall compensate me at a reasonable rate after my termination
for the time actually spent by me at the Company's request on such
assistance.

      


      In the event the Company is unable
for any reason, after reasonable effort, to secure my signature on any document
needed in connection with the actions specified in the preceding paragraph, I
hereby irrevocably designate and appoint the Company and its duly authorized
officers and agents as my agent and attorney in fact, which appointment is
coupled with an interest, to act for and in my behalf to execute, verify and
file any such documents and to do all other lawfully permitted acts to further
the purposes of the preceding paragraph with the same legal force and effect as
if executed by me.  I hereby waive and quitclaim to the Company any
and all claims, of any nature whatsoever, which I now or may hereafter have for
infringement of any Proprietary Rights assigned hereunder to the
Company.

       

      3.         Records. I agree to keep and
maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that may be required by the Company) of all Proprietary
Information developed by me and all Inventions made by me during the period of
my employment at the Company, which records shall be available to and remain the
sole property of the Company at all times.

      


      4.         Additional
Activities.  I agree that during the period of my employment by
the Company I will not, without the Company's express written consent, engage in
any employment or business activity which is competitive with, or would
otherwise conflict with, my employment by the Company.  I agree
further that for the period of my employment by the Company and for one (l) year
after the date of termination of my employment by the Company I will not
directly or indirectly, induce or encourage, or attempt to induce or encourage,
any employee of the Company to terminate his or her relationship with the
Company in order to become an employee, consultant, or independent contractor to
or for any other person or entity.

      


      5.         No
Conflicting Obligation.  I represent that my performance of all
the terms of this Agreement and as an employee of the Company does not and will
not breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company.  I have
not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith.

      


      6.         Return of
Company Documents.  When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information or Proprietary Information of the Company.  I
further agree that any property situated on the Company's premises and owned by
the Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company personnel at any time with or
without notice.  Prior to leaving, I will cooperate with the Company
in completing and signing the Company's termination statement.

      


      7.         Legal and
Equitable Remedies.  Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to any
other rights and remedies that the Company may have for a breach of this
Agreement.

       

      8.         Notices.  Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified below or at such other address as the party shall
specify in writing.  Such notice shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.

      


      9.         Notification
of New Employer.  In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.

      


      10.         General
Provisions.

      


      10.1                  Governing Law; Consent to Personal
Jurisdiction.  This Agreement will be governed by and construed
according to the laws of the State of California, as such laws are applied to
agreements entered into and to be performed entirely within California between
California residents.  I hereby expressly consent to the personal
jurisdiction of the state and federal courts located in Santa Clara County,
California for any lawsuit filed there against me by Company arising from or
related to this Agreement.

      


      10.2                  Severability.  In
case any one or more of the provisions contained in this Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.  If moreover, any one or more of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with
the applicable law as it shall then appear.

      


      10.3                  Successors and
Assigns.  This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.

      


      10.4                  Survival.  The
provisions of this Agreement shall survive the termination of my employment and
the assignment of this Agreement by the Company to any successor in interest or
other assignee.

      


      10.5                  Employment.  I agree
and understand that nothing in this Agreement shall confer any right with
respect to continuation of employment by the Company, nor shall it interfere in
any way with my right or the Company's right to terminate my employment at any
time, with or without cause.

      


      10.6                  Waiver.  No waiver
by the Company of any breach of this Agreement shall be a waiver of any
preceding or succeeding breach.  No waiver by the Company of any right
under this Agreement shall be construed as a waiver of any other
right.  The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.

      


      10.7                  Entire
Agreement.  The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such
period.  This Agreement is the final, complete and exclusive agreement
of the parties with respect to the subject matter hereof and supersedes and
merges all prior discussions between us.  No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be
charged.  Any subsequent change or changes in my duties, salary or
compensation will not affect the validity or scope of this
Agreement.

      


      


      This Agreement shall be effective as
of the first day of my employment with the Company, namely: September 15,
2003.

      


      


      I have read this Agreement carefully
and understand its terms.  I have completely filled out Exhibit B
to this Agreement.

      


      


      Dated:         September
15, 2003

          

       

      /s/
Joel B. Wachtler

      Signature    

      


      Joel B.
Wachtler

      (Printed
Name)

      


      


      


      


      


      Accepted
and Agreed To:

      


      iPass
Inc.

      


      


      By: 
/s/ J. Michael
Badgis                                                                       

      


      Title:  Sr.
Director, Human
Resources                                                                     

      
(Address)  3800 Bridge Parkway

                         
Redwood Shores, CA  94065

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Exhibit
A

      

       

      LIMITED
EXCLUSION NOTIFICATION

      


      


      This is to
notify you in accordance with Section 2872 of the California Labor Code
that the foregoing Agreement between you and the Company does not require you to
assign or offer to assign to the Company any invention that you developed
entirely on your own time without using the Company's equipment, supplies,
facilities or trade secret information except for those inventions that
either:

      


      (1)         Relate
at the time of conception or reduction to practice of the invention to the
Company's business, or actual or demonstrably anticipated research or
development of the Company;

       

      
        (2)        Result
from any work performed by you for the Company.


      

               To
the extent a provision in the foregoing Agreement purports to require you to
assign an invention otherwise excluded from the preceding paragraph, the
provision is against the public policy of this state and is
unenforceable.

      


               This
limited exclusion does not apply to any patent or invention covered by a
contract between the Company and the United States or any of its agencies
requiring full title to such patent or invention to be in the United
States.

      


      I
acknowledge receipt of a copy of this notification.

       

      
        	
                 
      

              	
                By: 
      Joel B. Wachtler

              


      

      
        	
                 
      

              	
                (Printed
      Name of Employee)

              


      

      Date:  September 15,
2003

      Witnessed
by:

      
 
J. Michael
Badgis

      (Printed
Name of Representative)

      


      Dated: 
September 15,
2003                

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
B

     

    
      	
              TO:

            	
              iPass Inc.

            


    

    


    
      	
              FROM:

            	Joel Wachtler 	 


    

    


    
      	
              DATE:

            	September 15,
      2003 	 


    

    


    
      	
              SUBJECT:

            	
              Previous
      Inventions

            


    

    


    AUTO
NUMBERING:

    


    level 1
-- 1.

    1.         Except
as listed in Section 2 below, the following is a complete list of all inventions
or improvements relevant to the subject matter of my employment by iPass Inc.
(the "Company") that
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my engagement by the Company:

    


    þ         No
inventions or improvements.

    


     ̈         See
below:

    


    


    


    


    


    


    


    


    
      	
               ̈

            	
              Additional
      sheets attached.

            


    

    


    


    2.         Due
to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):

    


    Invention or
Improvement                                                            Party(ies)                                           Relationship

    


    1.         

    


    2.         

    


    3.         

    


    


    
      	
               ̈

            	
              Additional
      sheets attached..