Exhibit
10.1


 





 


CONFIDENTIAL


 


 


July 29, 2004


 


 


Bharat
Davé


18400
Skyline Blvd.


Woodside,
CA 94062


 


Re:  Release


 


Dear Bharat:


 


By separate letter dated July 29, 2004, GoRemote Internet
Communications, Inc. (“the Company”) confirmed your decision to resign from
your position with the Company effective July 29,
2004 (“Resignation Date”).  The
Company has indicated to you that your final paycheck for all accrued salary,
accrued but unused vacation pay and any similar payments due and owing to you
from the Company will be delivered on or before the Resignation Date, and that
you will receive a severance payment equal to six (6) months of base salary,
payable in accordance with the Company’s normal payroll policies.


 


1.                                       As
separate consideration for the release set forth below, the Company will
provide you with the contractual rights described on the attached Schedule 1
(collectively, the “Release Benefits”).


 


2.                                       In consideration of the Company providing
the Release Benefits, you on behalf of yourself and your heirs hereby knowingly
and voluntarily forever release and discharge any claims or rights you may have
against the Company — and its predecessors, successors, assigns,
representatives, agents, shareholders, employees, officers directors, and any
benefit plan — whether known or not known, including, but not limited to, those
arising out of or in any way connected with your employment with the Company
and/or the termination thereof, including but not limited to any claims
relating to any alleged violation of federal, state or local law, specifically
including any claims under the Age Discrimination in Employment Act, the
California Fair Employment and Housing Act, the Employee Retirement Income
Security Act (ERISA), and Title VII of the Civil Rights Act of 1964.  By signing below, you expressly waive and
release any and all rights and benefits of Section 1542 of the Civil Code
of the State of California, which provides as follows:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.


 


3.                                       Employee represents and agrees that this
Release is binding upon Employee and Employee’s estate, heirs and assignees.


 
















 


4.                                       You agree to make yourself reasonably
available from time to time for transition consultations with the Company’s new
Chief Executive Officer, in consideration of which the Company agrees to pay
you a retainer of $5,000 per month over the six month period beginning
August 1, 2004 and ending January 31, 2005.


 


5.                                       You agree you will not disparage the
Company or its products, services, agents, representatives, directors,
officers, shareholders, attorneys, employees, vendors, affiliates, successors
or assigns, or any person acting by, through, under, or in concert with any of
them, with any written or oral statement.


 


6.                                       You
agree the Company shall have the right to enforce this Agreement and any of its
provisions by injunction, specific performance, or other equitable relief
without prejudice to any other rights or remedies the Company may have at law
or in equity for breach of this Agreement. 
You further agree that if any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable as a result of a claim,
demand or cause of action you bring, the Company, at its option, will be
entitled to obtain reimbursement of the value of the Release Benefits, in
addition to its costs and attorney’s fees. 
Any such action by the Company shall not be considered retaliatory.  If any action at law or in equity is brought
to enforce the terms of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys’ fees, costs and expenses from the other
party, in addition to any other relief to which such prevailing party may be
entitled.


 


7.                                       The
contents, terms and conditions of this Agreement shall be kept confidential by
you and shall not be disclosed except to your attorneys, accountants or pursuant
to subpoena or court order.   Any breach
of this confidentiality provision shall be deemed a material breach of the
Agreement.


 


8.                                       This
Agreement is not and shall not be construed or contended by you to be an
admission or evidence of any wrongdoing or liability on the part of the
Company, its representatives, heirs, executors, attorneys, agents, partners,
officers, shareholders, directors, employees, subsidiaries, affiliates,
divisions, successors, or assigns.  This
Agreement shall be afforded the maximum protection under California Evidence
Code Section 1152 and/or any other state of federal provisions of similar
effect.


 


9.                                       You
understand that you may take up to twenty-one (21) days to consider this
Agreement and, by signing below, affirm that you were advised to consult with
an attorney prior to signing this Agreement. 
You also understand you may revoke this Agreement within seven (7) days
of signing this document and that the Release Benefits will not be effective
until the end of that seven (7) day revocation period.


 


 


Sincerely,


 


/s/ DAVID TEICHMANN


	
  David Teichmann

  	
   

  	
   

  
	
  Senior Vice President,
  General Counsel & Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  READ, UNDERSTOOD AND
  AGREED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ BHARAT DAVÉ

  	
   

  	
  Dated:

  	
  7/29/2004

  	
   

  	
   

  
	
  Bharat
  Davé

  	
   

  	
   

  
						



 


2
















 


Schedule 1


 


Notwithstanding any other
language set forth in the Company stock option grants listed on this
Schedule 1 “Grants”), the terms of each Grant shall be modified such that
the period during which you may exercise Vested Shares (as defined in each
Grant) shall be extended to July 29, 2005. 
Except as explicitly set forth in this paragraph, no other modification
of any Grant is intended, including without limitation any modification of any
vesting rights thereunder.


 


Set forth below is a list of all Grants:


 


	
  Grant
  Date

  	
   

  	
  Grant Number

  	
   

  	
  Type

  ISO or NQ

  	
   

  	
  Exercise Price

  	
   

  
	
  10/24/2000

  	
   

  	
  00000924

  	
   

  	
  ISO

  	
   

  	
   

  	
  $

  	
  7.0000

  	
   

  
	
  10/24/2000

  	
   

  	
  00000925

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  7.0000

  	
   

  
	
  3/19/2001

  	
   

  	
  00001131

  	
   

  	
  ISO

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  3/19/2001

  	
   

  	
  00001132

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  3/19/2001

  	
   

  	
  00001140

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  3/19/2001

  	
   

  	
  00001141

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  3/19/2001

  	
   

  	
  00001148

  	
   

  	
  ISO

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  3/19/2001

  	
   

  	
  00001149

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.0938

  	
   

  
	
  1/29/2002

  	
   

  	
  00001640

  	
   

  	
  ISO

  	
   

  	
   

  	
  $

  	
  1.4300

  	
   

  
	
  1/29/2002

  	
   

  	
  00001641

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.4300

  	
   

  
	
  10/22/2002

  	
   

  	
  00001917

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.3630

  	
   

  
	
  3/11/2003

  	
   

  	
  00001923

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  1.6000

  	
   

  
	
  4/22/03

  	
   

  	
  00001931

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  2.4600

  	
   

  
	
  4/22/03

  	
   

  	
  00001937

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  2.4600

  	
   

  
	
  12/18/03

  	
   

  	
  00002455

  	
   

  	
  ISO

  	
   

  	
   

  	
  $

  	
  5.0400

  	
   

  
	
  12/18/03

  	
   

  	
  00002456

  	
   

  	
  NQ

  	
   

  	
   

  	
  $

  	
  5.0400