form10k2008ex10_27.htm


    
      EXHIBIT
10.27

       

    

    [IPASS
LETTERHEAD]

     

    


     

    October
31, 2008

     

    


    VIA HAND
DELIVERY

    


    Kenneth
D. Denman

    iPass
Inc.

    3800
Bridge Parkway

    Redwood
Shores, CA 94065

    


    


    Re:           Separation
Agreement

     

    Dear
Ken:

     

    This
letter provides the terms of the separation agreement (the “Agreement”) between you and
iPass Inc. (“iPass” or
the “Company”), provided
to aid in your employment transition.

     

    1. Resignation of Employment and Board
Positions.  You tendered the resignation of your employment,
and the Company accepts your tendered resignation, effective as of the close of
business on the date the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008 is filed with the Securities and Exchange Commission
(the “Separation
Date”).  You agree that you will faithfully continue to perform
your job duties (including transitioning your duties) through the Separation
Date.  After the Separation Date, you will no longer be employed as
Chief Executive Officer and President of the Company or hold any other
employment or officer position with the Company or any of its subsidiaries or
affiliated entities.  In addition, you agree, no later than the date
that you sign this Agreement, to sign and return to the Company the Board
resignation letter attached hereto as Exhibit A
which provides for your resignation as a director on the Company’s Board of
Directors (the “Board”),
and your resignations from the boards of directors (and from any other positions
or offices held by you) of any subsidiary entities of the Company, domestic and
foreign, on which you serve.

     

    2. Accrued Salary and Paid Time
Off.  On the Separation Date, the Company will pay you all
accrued salary, and all accrued and unused Paid Time Off (“PTO”) earned through the
Separation Date, subject to standard payroll deductions and
withholdings.  You are entitled to these payments by law.

     

    3. Severance
Benefits. Although the circumstances of your resignation do not
qualify you for severance benefits under the terms of your offer letter
agreement with the Company dated November 13, 2001, as amended (the “Offer Letter”), if, on or
within twenty-one (21) days after you receive this Agreement, you sign, date and
return this Agreement (along with the signed Board resignation letter attached
as Exhibit
A), and you do not revoke the Agreement, the Company agrees to provide
you the severance benefits described below as your sole severance benefits; and
you agree that you are not owed, and will not receive, any other severance
benefits.  The severance benefits you are eligible to receive under
this Agreement are as follows (the “Severance
Benefits”):

     

    (a)           Severance
Payment.  The Company will pay you cash severance (the “Severance Payment”) calculated
as follows:

     

    (i)           An
amount equal to nine (9) months of your base salary in effect as of the
Separation Date; plus

     

    (ii)           An
additional “bonus” severance amount equal to seventy-five percent (75%) of your
2008 annual target bonus multiplied by the fraction equal to the actual bonus
paid to you for the first three quarters of 2008, divided by the target bonus
for the first three quarters of 2008.

     

    The
Severance Payment will be subject to required payroll deductions and
withholdings and paid in a lump sum within ten (10) business days following the
later of either the
Effective Date of this Agreement (as defined in Section 13(d)) or the Separation
Date.  The Severance Payment shall be paid no later than March 15,
2009.

     

    (b)           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 on or after the Separation
Date.  If you timely elect continued group health insurance coverage
pursuant to COBRA, the Company will 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) eighteen (18) months after the Separation
Date, or (ii) the date that you become eligible for group health insurance
coverage through another employer.  In the event you receive the
Severance Benefits, you must promptly notify the Company in writing if you
become eligible for group health insurance coverage through another employer
within eighteen (18) months after the Separation Date.

    


     (c)           Equity Award Acceleration.
Vesting of your outstanding stock options and any other equity awards
(the “Equity Awards”)
will cease on the Separation Date and your unvested shares and options shall
terminate.  As part of the Severance Benefits, you will receive nine
(9) months of vesting acceleration, effective as of the Separation Date,
applicable to all Equity Awards (including but not limited to restricted stock
and performance shares), and any specified performance target conditions
contained in your Equity Awards shall not prevent the accelerated vesting of
such Equity Awards.  Your rights to exercise any vested shares subject
to the Equity Awards 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, are not owed, 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 Equity Awards.

     

    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, or earlier if requested by the
Company, 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.  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 by the close of business on 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).

     

    7. Proprietary Information
Obligations.  You acknowledge and reaffirm your continuing
obligations under your Proprietary Information and Inventions Agreement (the
“Proprietary Information
Agreement”), a signed copy of which is attached hereto for your reference
as Exhibit
B.

     

    8. Disclosure.  You
hereby acknowledge and agree that this Agreement and a description of the terms
set forth herein will be filed by the Company with the Securities and Exchange
Commission pursuant to its obligations as a reporting company under the
Securities Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder, and consequently shall be publicly
available.

     

    9. 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.

     

    10. 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.

     

    11. 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.  In addition, you agree to timely execute
any instruments or perform any other acts that are or may be necessary or
appropriate to effect and carry out the transactions contemplated by this
Agreement.

     

    12. Nonsolicitation.  You
agree that for one (1) 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.

     

    13. 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, you hereby generally and completely release iPass 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, PTO, 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 (including, but not limited to, claims arising under or based
on the Offer Letter); (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 13 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 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 the Board); 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.

     

    14. 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.

     

    15. 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, including but not limited to statutory claims, 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.  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.

     

    16. Miscellaneous.  This
Agreement, including its Exhibits, 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, then within twenty-one (21) days after your
receipt of this Agreement, please sign and date below, and sign the Board
resignation letter attached hereto as  Exhibit A,
and return these fully signed documents to me.  The Company’s offer
contained herein will automatically expire if we do not receive the fully signed
Agreement and the Board resignation letter from you within this
timeframe.

     

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

     

    Sincerely,

     

    iPass Inc.

    


    


    By:           /s/
John Beletic

    John Beletic

    Chairman of the Board

    


    Exhibit
A – Board Resignation Letter

    Exhibit
B – Proprietary Information and Inventions Agreement

    


    Understood
and Agreed:

    


    /s/ Kenneth D. Denman

    


    Kenneth
D. Denman

    


    October
31, 2008

    Date


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    BOARD
RESIGNATION LETTER

    
 

    October
31, 2008

    


    


    Board of
Directors

    iPass
Inc.

    3800
Bridge Parkway

    Redwood
Shores, CA 94065

    


    Re:           Resignation
of Board/Officer Positions

    


    To the
Board of Directors of iPass Inc.:

    


    I hereby
resign as a Director on the Board of Directors of iPass Inc. (the “Company”)
effective at the close of business on the date the Company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2008 is filed with the Securities
and Exchange Commission, and as a director, and from any other positions or
offices that I may hold, of the Company’s domestic and foreign subsidiary
entities.

    


    I wish
the best for the continued success of the Company and its
subsidiaries.

    


    Sincerely,

    


    /s/ Kenneth D. Denman

    


    Kenneth
D. Denman


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
B

    


    PROPRIETARY
INFORMATION AND INVENTIONS 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: October 30,
2001.

      


      


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

      


      


      Dated: 
November 12,
2001                                           

      


      
/s/ Kenneth D. Denman

      Signature


      
Kenneth D. Denman

      (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: Ken
      Denman

              


      

      
        	
                 
      

              	
                (Print
      Name of Employee)

              

                                  Date:  November 15,
2001

       

      Witnessed
by:

      


      J. Michael
Badgis       

      


      (Printed
Name of Representative)

      


      Dated:  November
15,
2001                                                          



      
        
          
             

            
              	
                       

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit B

      


      


      
        	
                TO:

              	
                iPass
      Inc.

              


      

      


      
        	
                FROM:

              	Ken
      Denman 	 


      

      


      
        	
                DATE:

              	November
      15, 2001 	 


      

      


      
        	
                SUBJECT:

              	
                Previous
      Inventions

              


      

      


       

      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:

      


       ̈         No
inventions or improvements.

      


      þ         See
below:

       

      
                    Provisional patent
filed 2000 re: hosted VoIP replacement for key systems and PBXs and Integrating
computer telephony integration leveraging VPNs.

         

      

      


      


      


      


      
        	
                 ̈

              	
                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..