8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 15, 2006

iPass Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-50327	93-1214598
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3800 Bridge Parkway, Redwood Shores, California	94065
(Address of principal executive offices)	(Zip Code)

(650) 232-4100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.23

EXHIBIT 10.24

EXHIBIT 99.1

Item 1.01. Entry into a Material Definitive Agreement.

Employment Agreement

          Pursuant to an Agreement of Merger dated December 9, 2005 (the “Merger Agreement”) by and among iPass Inc. (“iPass”), Keystone Acquisition Sub, Inc., a wholly-owned subsidiary of iPass (“Merger Sub”), and GoRemote Internet Communications, Inc. (“GoRemote”), Merger Sub merged with and into GoRemote (the “Merger”) and GoRemote became a wholly-owned subsidiary of iPass. The Merger closed and became effective on February 15, 2006.

          iPass entered into an Offer Letter dated December 9, 2005 (the “Employment Agreement”) with Thomas Thimot pursuant to which Mr. Thimot would serve as iPass’ Senior Vice President, Worldwide Sales beginning as of the Effective Time (as defined in the Merger Agreement). The effectiveness of this agreement was contingent upon the closing of the Merger. The agreement became effective upon such closing on February 15, 2006.

          Under the terms of the Employment Agreement, Mr. Thimot’s base salary is $275,000 per year, and his target annual bonus will be $180,000, based on attainment of quarterly objectives. In addition, Mr. Thimot will be eligible to earn a retention bonus equal to three months of his then-current base salary upon the completion of certain criteria. Mr. Thimot will be eligible to participate in iPass’ health, dental, vision, life, AD&D, and short term and long term disability insurance, 401(k) plan and other benefit plans at the same level and under the same terms and conditions applicable to other senior executives of iPass (other than iPass’ Chief Executive Officer). In addition, Mr. Thimot will be granted an option to purchase 200,000 shares of iPass common stock.

          In the event Mr. Thimot’s employment with iPass is terminated by iPass without cause or by Mr. Thimot for good reason within 18 months after the consummation of a Corporate Transaction (as defined in the Employment Agreement), upon his providing a general release to iPass, he will be entitled to receive a lump sum payment equal to six months of his base salary in effect as of the termination date. He will also be reimbursed for any expenses incurred by him and his dependents for the six-month period following his termination date for coverage under COBRA. All of Mr. Thimot’s iPass stock options that are unvested as of the date of the termination shall accelerate and vest in full. In addition, in the event Mr. Thimot’s employment with iPass is terminated by iPass without cause or by Mr. Thimot for good reason at any time during his employment (except during the 18 month period following the consummation of a Corporate Transaction), upon his providing a general release to iPass, he will be entitled to receive a lump sum payment equal to three months of his base salary in effect as of the termination date. He will also be reimbursed for any expenses incurred by him and his dependents for the three-month period following his termination date for coverage under COBRA. All of Mr. Thimot’s stock options granted to him by GoRemote on September 29, 2005 (as converted to iPass common stock pursuant to the Merger) and that are unvested as of the date of termination shall accelerate and vest in full.

          The summary of material terms of the Employment Agreement set forth above is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached to this Report as Exhibit 10.23 and incorporated herein by reference.

Executive Transition Agreement

          On January 20, 2006, iPass entered into an employment transaction agreement (the “Transition Agreement”) with John Thuma, iPass’ Vice President, Sales Integration. The Transition Agreement was entered into in contemplation of the Merger and was only intended by iPass and Mr. Thuma to be effective in the event that the Merger closed. Now that the Merger has closed, the Transition Agreement is effective.

          Pursuant to the terms of the Transition Agreement, Mr. Thuma will continue his employment with iPass as its Vice President, Sales Integration pursuant to the terms and conditions of the Transition Agreement. Mr. Thuma’s employment will end upon the earlier to occur of the following: (i) termination of the Transition Agreement pursuant to the terms therein; or (ii) September 1, 2006 (the earlier of (i) or (ii) shall be deemed the “Separation Date” if and when it occurs). On the Separation Date, iPass will pay Mr. Thuma all accrued salary and all accrued and unused vacation earned through the Separation Date in addition to a lump sum amount of $20,833, less applicable withholdings. Between the Closing of the Merger (the “Transition Date”) and the Separation Date (the “Transition Period”), Mr. Thuma will continue to earn a semi-monthly salary of $10,416.67 in addition to any

variable compensation to be earned for the first and second quarters of fiscal 2006 pursuant to the terms of iPass’ variable compensation plan. During the Transition Period, Mr. Thuma will be eligible to continue his current benefits, subject to applicable terms and limitations, and his stock options granted by iPass will continue to vest according to the terms of the applicable plan documents and stock option agreements. Any accelerated vesting provisions contained in Mr. Thuma’s stock option agreements with iPass are not affected by the Transition Agreement and remain in full force and effect. If Mr. Thuma resigns his employment during the Transition Period, or if iPass elects to terminate his employment during the Transition Period, and Mr. Thuma provides a general release to iPass, Mr. Thuma shall be entitled to: (i) a single lump sum severance payment in the amount of $62,500; (ii) a single lump sum payment of $31,250 as variable on-target compensation, subject to applicable withholdings; and (iii) COBRA health insurance coverage premium payments for a period of 12 months following the Separation Date or until the date on which Mr. Thuma first becomes eligible for other group health insurance coverage under another employer’s medical benefit plan.

          The foregoing description of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached to this Report as Exhibit 10.24 and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Merger with GoRemote

          On February 15, 2006, pursuant to the Merger Agreement, GoRemote became a wholly-owned subsidiary of iPass and each of the approximately 43,263,431 outstanding shares of GoRemote common stock was converted into the right to receive $1.71 in cash, and each of the approximately 541,631 outstanding shares of GoRemote Series A preferred stock was converted into the right to receive $3.37 in cash. In addition, iPass assumed outstanding options to acquire approximately 8,264,243 shares of GoRemote common stock, and converted those into options to acquire approximately 1,859,193 shares of iPass common stock.

          In connection with the closing of the Merger, iPass issued a press release, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (a) Financial Statements of Businesses Acquired.

     The Financial Statements required to be filed pursuant to Item 9.01(a) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but in no event later than 71 days after the date this Form 8-K is required to be filed.

     (b) Pro Forma Financial Information.

     The Pro Forma Financial Information required to be filed pursuant to Item 9.01(b) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but in no event later than 71 days after the date this Form 8-K is required to be filed.

     (d) Exhibits.

Exhibit No.	Description
2.1(1)	Agreement of Merger among iPass Inc., Keystone Acquisition Sub, Inc. and GoRemote Internet Communications, Inc. dated December 9, 2005.
10.23	Offer Letter to Thomas Thimot dated December 9, 2005.
10.24	Transition Agreement with John Thuma dated January 20, 2006.
99.1	Press Release issued by iPass Inc. dated February 15, 2006.

(1) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on December 12, 2005, and incorporated by reference here. All schedules and exhibits (other than Exhibit A) to the Agreement of Merger have been omitted. Copies of such schedules and exhibits will be furnished supplementally to the SEC upon request.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	iPass Inc.
	By:	/s/ Bruce K. Posey
		Name:	Bruce K. Posey
		Title:	Senior Vice President, General Counsel and Secretary
Dated: February 15, 2006

EXHIBIT INDEX

Exhibit No.	Description
2.1(1)	Agreement of Merger among iPass Inc., Keystone Acquisition Sub, Inc. and GoRemote Internet Communications, Inc. dated December 9, 2005.
10.23	Offer Letter to Thomas Thimot dated December 9, 2005.
10.24	Transition Agreement with John Thuma dated January 20, 2006.
99.1	Press Release issued by iPass Inc. dated February 15, 2006.

(1) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on December 12, 2005, and incorporated by reference here. All schedules and exhibits (other than Exhibit A) to the Agreement of Merger have been omitted. Copies of such schedules and exhibits will be furnished supplementally to the SEC upon request.

EX-10.23

Exhibit 10.23

December 9, 2005

Thomas Thimot
49 Los Gatos Blvd.
Los Gatos, CA 95030

Dear Thomas:

As you know, iPass Inc. (“iPass” or the “Company”) and GoRemote Internet Communications, Inc. (“GRIC”) are in the process of executing a merger agreement which, if consummated, would merge GRIC into a wholly owned subsidiary of iPass (the “Merger”). As part of the transactions contemplated by the Merger, you must sign a Voting Agreement, a Non-Competition Agreement, an agreement with GRIC that extinguishes your existing severance arrangements with GRIC upon consummation of the Merger, and this offer letter agreement for a position with iPass upon the closing of the Merger.

In this offer letter agreement, iPass is pleased to offer you continued employment in the new position of Sr. Vice President, Worldwide Sales, subject to the successful closing of the Merger. This letter embodies the terms and conditions of our offer of continued employment. These terms and conditions of employment (including any severance terms) will be effective only as of the Effective Time (as defined in the Merger Agreement). If the Merger does not close, this offer shall be null and void, and, even if accepted by you, will not bind iPass.

Position, Reporting Relationship, Office Location, Hire Date

As noted above, you will continue employment in the new position of Sr. Vice President, Worldwide Sales and will be expected to perform such duties as are normally associated with this position and such duties as are assigned to you from time to time. You will be expected, to the best of your ability, to devote your full business time and attention to your job duties. You will report to Ken Denman. Subject to the severance provisions set forth below, the Company may change your position, duties, reporting relationship and work location from time to time in its discretion. You acknowledge and agree that your acceptance of the position set forth in this offer letter agreement shall not constitute a constructive termination, resignation for good reason, or any other such triggering event for purposes of your existing agreements or severance benefits with GRIC.

You hereby represent that July 29, 2004 was your original employment hire date with GRIC, and you represent and warrant that you had no other period of employment or other service relationship to GRIC (such as a consulting relationship). For the purposes of your continued employment with iPass, including with respect to calculation of service-related entitlements and Company policies, your previous service with GRIC will be regarded as service with iPass.

Compensation, Employee Benefits and Stock Option Grant

Your base salary will be $11,458.34 semi-monthly, less required deductions and withholdings. If annualized, this amount equals $275,000. As an exempt, salaried employee, you will not be eligible for overtime compensation.

In addition, you will be eligible to earn an annual bonus of up to $180,000, less required deductions and withholdings, and paid on a quarterly basis and contingent upon successful completion of quarterly objectives (the “Variable Compensation”). Entitlement to and calculation of the Variable Compensation, if any, is at the Company’s sole discretion. Variable Compensation payments (if any) will be paid within forty-five (45) days after the end of each fiscal quarter, subject to you meeting all required conditions for receipt of the Variable Compensation, including the requirement that you remain an employee in good standing as of the payment date in order to earn and be eligible to receive a Variable Compensation payment.

You also will be eligible to earn a retention bonus equal to three (3) months of your then-current base salary, less standard deductions and withholdings (the “Retention Bonus”). You will earn a Retention Bonus if during the entire one (1) year period after the Effective Time: (i) you comply with all of your obligations under this offer letter agreement; (ii) you do not resign your employment with iPass (unless for Good Reason, as defined herein) and your employment is not terminated by iPass for Cause (as defined herein); and (iii) you remain an employee in good standing with iPass on the date that is one (1) year after the Effective Time. You also will receive the full Retention Bonus if iPass terminates your employment without Cause (as defined herein) or you resign your employment for Good Reason (as defined herein) during the one year period after the Effective Time, provided that you have met all of the other conditions for earning this bonus up until your termination date. If earned, any Retention Bonus will be paid to you in one lump sum payment within thirty (30) days after the date it is earned. No pro-rata bonus will be earned for any partial year’s service.

Subject to the terms, conditions and limitations of the benefit plans, you will be eligible to participate in iPass’ health, dental, vision, life, AD&D, and short term and long term disability insurance, and 401(k) plan. The health and dental plans provide you with several options regarding your care. iPass will provide you with additional information about the options available to you. You understand and hereby agree that your benefits coverage provided by GRIC will terminate effective as of the Effective Time, and you will not be able to continue to make contributions to the GRIC 401(k) plan effective as of the Effective Time. We will provide you with additional information about your options with respect to any outstanding balance you may have in the GRIC 401(k) plan. In addition, during your employment under this Offer Letter, you will be entitled to participate in the Company’s benefit plans at the same level and under the same terms and conditions applicable to all other senior executives of the Company (excluding the position of iPass’ Chief Executive Officer).

Further, subject to the approval of the Board of Directors of iPass, you will receive options to purchase 200,000 shares of iPass’ common stock, subject to a four-year vesting schedule and other restrictions. The terms of these options will be set forth in a separate stock option agreement and the governing stock option plan.

Of course, iPass retains the discretion to modify compensation and benefits from time to time in its discretion, subject to the severance benefits provisions set forth below.

Company Rules and Regulations, Proprietary Information Agreement

As an iPass employee, you will be expected to duly, punctually, and faithfully perform and observe any rules and regulations that the Company may now or shall hereafter establish governing the conduct of its

business or its employees, and you will be required to acknowledge in writing that you have read [and will comply with] the Company’s Employee Handbook. In addition, you are required, as a condition of this offer of continued employment, to sign and comply with the iPass Inc. Employee Proprietary Information and Inventions Agreement (“Proprietary Information Agreement”) which is attached to this letter as Exhibit A.

At Will Employment Relationship

Employment with the Company is at the will of each party and both you and iPass may, with or without Cause, and with or without advance notice, terminate your employment at any time.

Severance Benefits

If at any time during your employment (except during the 18 month period following the consummation of a Corporate Transaction (as defined herein)): (i) The Company or any successor terminates your employment without Cause (as defined herein), or if you resign for Good Reason (as defined herein); and (ii) in either event, you first sign, date, and deliver to the Company a general release of all known and unknown claims in the form provided to you by the Company, and allow this release to become effective; then you will receive, as your sole severance benefits:

• Severance pay equal to three (3) months of your base salary in effect as of the termination date, less required deductions and withholdings, paid in one lump sum on the first payroll date following the effective date of the required release; and

• Provided that you timely elect continued group health insurance coverage through COBRA, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your termination date for three (3) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first.

• Accelerated vesting of any stock options that were granted to you by GRIC on September 29, 2005 (as converted pursuant to the Merger) and that are unvested as of the date of termination.

If within 18 months after the consummation of a Corporate Transaction (as defined herein): (i) The Company or any successor terminates your employment without Cause (as defined herein), or if you resign for Good Reason (as defined herein); and (ii) in either event, you first sign, date, and deliver to the Company a general release of all known and unknown claims in the form provided to you by the Company, and allow this release to become effective, then you will receive, in lieu of the severance benefits set forth above and as your sole severance benefits:

• Severance pay equal to six (6) months of your base salary in effect as of the termination date, less required deductions and withholdings, paid in one lump sum on the first payroll date following the effective date of the required release;

• Provided that you timely elect continued group health insurance coverage through COBRA, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your termination date for six (6) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first; and

• Accelerated vesting of any Company stock options that are unvested as of the date of termination.

For purposes of this offer letter agreement only:

• “Cause” shall mean the occurrence of any one or more of the following (and only the following): (i) your conviction of any felony involving fraud or act of dishonesty against the Company or its parent corporation or subsidiary corporation (whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code (“Affiliates”)); (ii) conduct by you which, based upon good faith and reasonable factual investigation and determination of the Board of Directors of the Company, demonstrates gross unfitness to serve; or (iii) intentional, material violation by you of any contractual, statutory or fiduciary duty owed by you to the Company or its Affiliates;

• During the one (1) year period after the Effective Time, “Good Reason” as used herein shall mean a resignation by you of your employment because: (i) The Company requires that you relocate to a worksite that is more than 60 miles from its current principal executive office, unless you agree in writing to such relocation; or (ii) the Company reduces your monthly salary below its then-existing gross rate, unless you agree in writing to such reduction; or (iii) The Company, without your written consent, assigns duties and responsibilities to you that results in a material diminution in your duties or responsibilities as compared to the duties and responsibilities you perform at the outset of your employment with iPass including, without limitation, an assignment in which you are no longer responsible for sales of iPass products and services (as those products and services exist at the Effective Time) to a worldwide geographic sales territory. However, a change in your title, a requirement that you report to a Chief Operating Officer rather than the Chief Executive Officer, or the assignment by the Company to another employee of the sales function for future iPass products or services (including any products or services acquired by acquisition or merger after the Effective Time), shall not individually or jointly be deemed “Good Reason.”

• After one (1) year has elapsed from the Effective Time, “Good Reason” as used herein shall mean a resignation by you of your employment because: (i) The Company requires that you relocate to a worksite that is more than 60 miles from its current principal executive office, unless you agree in writing to such relocation; or (ii) the Company reduces your monthly salary below its then-existing gross rate, unless you agree in writing to such reduction.

• “Corporate Transaction” shall mean (i) the sale of all or substantially all of the assets of iPass or (ii) a merger of iPass with or into another entity in which the stockholders of iPass immediately prior to the closing of the transaction own less than a majority of the ownership interest of iPass immediately following such closing. For purposes of determining whether the stockholders of iPass 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. “Corporate Transaction” shall not mean the Merger.

The severance benefits set forth in this offer letter agreement shall be the sole severance benefits that you may be entitled to receive from the Company in the event of your employment termination. You shall not be entitled to receive any severance benefits pursuant to the Company’s current or future severance benefit plans unless the Company expressly states in writing that you shall be entitled to such benefits. You also acknowledge and agree that after the Effective Time, you shall not be entitled to receive any severance benefits from the Company, or any of its subsidiaries, pursuant to any agreement (written, oral or implied)

with, or policy of, GRIC, or pursuant to any Board resolution or any other corporate action by GRIC. Finally, you acknowledge and agree that when it becomes effective at the Effective Time, this offer letter agreement supersedes and replaces any employment or severance agreements of any kind between you and GRIC and any such agreements with GRIC shall be terminated as of the Effective Time and have no further force or effect.

Additional Employee Agreements

By accepting employment with the Company you agree to the following:

• You consent at the Closing to the transfer to iPass of any and all documents and files relating to your employment with GRIC, including but not limited to your personnel file records, and further consent to iPass’ use of such documents and files in connection with your continued employment; and

• You hereby generally and completely release the Company and GRIC, and its and their directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns, 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 at any time prior to and including the date you sign this offer letter agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with GRIC; (b) all claims related to your compensation or benefits from GRIC or the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in GRIC or the Company (except for stock rights provided for in the Merger Agreement); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) 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). You also acknowledge that you have been paid for all time worked and have not suffered any on-the-job injury for which you have not already filed a workers compensation claim.

Dispute Resolution

To ensure rapid and economical resolution of any disputes which may arise under this letter agreement or concerning your employment or the termination thereof, you and iPass agree that any and all claims, disputes or controversies of any nature whatsoever arising between us shall be resolved by confidential, final and binding arbitration conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) before a single arbitrator in San Mateo County, California, under the then-applicable JAMS rules for the resolution of employment disputes. The parties acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any such dispute through a trial by jury, judge or administrative proceeding. The Company shall bear JAMS’ arbitration fees and administrative costs. 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 permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. 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 party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

Miscellaneous

This letter, along with your Proprietary Information Agreement, is the entire agreement between you and iPass concerning the terms and conditions of your continued employment effective as of the Closing. This letter supersedes any other agreements or promises made to you by anyone regarding the subjects in this offer letter agreement (including, without limitation, the Agreement and Amendment to Existing Employment and Severance Agreements, Policies and Arrangements). For purposes of construing this letter agreement, any ambiguity shall not be construed against either party as the drafter. No waiver of any breach of this letter agreement, or rights hereunder, shall be effective unless in writing. In addition, this offer of continued employment is subject to satisfactory proof of your right to work in the United States.

Any additions or modifications of these terms, except for those changes expressly reserved to the Company’s discretion in this letter, must be in writing and signed by you and the Chairman and CEO of iPass. This offer is valid until December 12, 2005 at 5:00 pm.

Please note that the contemplated Merger remains highly confidential. You may discuss this offer only with your immediate family and professional advisors, provided that you obtain their agreement to keep the transaction confidential until publicly announced by iPass.

Please signify your acceptance by signing and dating below and returning this offer of continued employment contingent upon completion of the Merger to Mike Badgis at fax number (650) 232-0232.

We all look forward to working and building iPass with you.

Welcome aboard,	Accepted
/s/ Ken Denman	/s/ Thomas Thimot
Ken Denman	Thomas Thimot
Chairman & CEO
	12/05/2005
	Date

Exhibit A — Employee Proprietary Information and Inventions Agreement

Exhibit A

IPASS INC. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

EMPLOYEE CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT

     In consideration of my offer of continued employment by iPass, Inc. (“iPass”), made in connection with the potential merger of GoRemote Internet Communications, Inc. (“GoRemote”) into a wholly-owned subsidiary of iPass (the “Merger”), and the compensation now and hereafter paid to me, I hereby enter into the following Employee Confidentiality and Inventions Assignment Agreement (the “Agreement”). This Agreement is contingent upon the successful closing of the Merger and shall be effective retroactive to the date of my initial hire by GoRemote, namely July 29, 2004. The term “Company” as used in this Agreement shall mean iPass, GoRemote, and its and their respective successors, predecessors, subsidiaries, and parents:

1. Confidentiality.

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

     1.2 Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of Company’s employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.

     1.3 Third Party Information. I understand, in addition, that Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on 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 strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for Company, Third Party Information, unless expressly authorized by an officer of Company in writing.

     1.4 No Improper Use of Information of Prior Employers and Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence information acquired by me in confidence or trust prior to my employment by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in conflict herewith. During my employment by Company, I will not improperly use or disclose any confidential information or trade secrets of any former employer or other third party to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party 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 that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.

2. Inventions.

     2.1 Inventions and Intellectual Property Rights. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.

     2.2 Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions (defined below) in any Company Inventions (defined below) without Company’s prior written consent. In addition, I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU GPL or LGPL or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or

1

licensed by Company. I have disclosed on Exhibit A a complete list of all Inventions that I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company, in which I have an ownership interest or which I have a license to use, and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A, I warrant that there are no Prior Inventions. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.

     2.3 Assignment of Company Inventions. Subject to the section titled “Government or Third Party” and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Inventions assigned to Company or to a third party as directed by Company pursuant to the section titled “Government or Third Party” are referred to in this Agreement as “Company Inventions.”

     2.4 Obligation to Keep Company Informed. During the period of my employment and for one (1) year thereafter, I will promptly and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that might be covered under California Labor Code section 2870, and (b) all patent applications filed by me or in which I am named as an inventor or co-inventor.

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

     2.6 Enforcement of Intellectual Property Rights and Assistance. During the period of my employment and thereafter, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. In the event Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

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 is required by Company) of all Inventions made by me during the period of my employment by Company, which records shall be available to, and remain the sole property of, Company at all times.

4. Additional Activities. I agree that (a) during the term of my employment by Company, I will not, without Company’s express written consent, engage in any employment or business activity that is competitive with, or would otherwise conflict with my employment by, Company, and (b) for the period of my employment by Company and for one (l) year thereafter, I will not, either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity.

5. Return Of Company Property. Upon termination of my employment or upon Company’s request at any other time, I will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information of Company and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer before I return it to Company. I further agree that any property situated on Company’s premises and owned by Company is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement.

6. Notification Of New Employer. In the event that I leave the employ of Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, by Company’s providing a copy of this Agreement or otherwise.

7. General Provisions.

     7.1 Governing Law and Venue. This

2

Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

     7.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

     7.3 Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor-in-interest or other assignee and be binding upon my heirs and legal representatives.

     7.4 At-Will Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by Company, nor shall it interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause and with or without advance notice.

     7.5 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

     7.6 Injunctive Relief. I acknowledge that, because my services are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

     7.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

     7.8 Export. I agree not to export, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

     7.9 Entire Agreement. The obligations pursuant to sections of this Agreement titled “Confidentiality” and “Inventions” shall apply to any time during which I was previously employed, or am in the future employed, by Company as an independent contractor 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 matters hereof and supersedes and merges all prior communications between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and the CEO of Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

3

     This Agreement shall be effective as of the first day of my employment with Company.

EMPLOYEE:	COMPANY:
I acknowledge that I have read and	Accepted and agreed:
understand this agreement and have been
given the opportunity to discuss it with
independent legal counsel.

/s/ Thomas Thimot		/s/ Kenneth D. Denman
	(Signature)		(Signature)
By:	Thomas Thimot	By:	Kenneth D. Denman
Title:	President and CEO	Title:	Chairman and CEO
Date:	12/9/2005	Date:	12/9/05
Address:	1421 McCarthy Blvd. Milpitas	Address:	3800 Bridge Parkway, Redwood Shores, CA 94065

4

EXHIBIT A

INVENTIONS

1. Prior Inventions Disclosure. The following is a complete list of all Prior Inventions:

þ       None

o       See immediately below:

2. 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 Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either:

     a. Relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research or development; or

     b. Result from any work performed by you for 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 Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.

A-1

EX-10.24

Exhibit 10.24

January 20, 2006

Mr. John Thuma
21 Clark Drive
San Mateo, CA 94401

Dear John:

This letter sets forth the terms of the agreement (the “Agreement”) that iPass Inc. (“iPass” or the “Company”) is offering to you to aid in your employment transition in connection with the Company’s merger with GoRemote Internet Communications, Inc. (“GRIC”) (the “Merger”).

     1.     Separation. Upon the Closing of the Merger (as that term is defined in the Merger Agreement), your employment with the Company will continue under the terms and conditions contained herein. Your employment will end upon the earliest to occur of the following: (i) termination of this Agreement as provided in Paragraph 2(g) herein; or (ii) September 1, 2006 (either of which shall be deemed the “Separation Date” if and when it occurs). 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.

     2.     Transition Period.

             (a)     Duties. Between now and the Separation Date (the “Transition Period”), you will continue to work for the Company as its Vice President, Sales Integration. You will use your best efforts to perform your current duties and responsibilities and/or such other duties as the Company’s Chief Executive Officer, or his designees, may request. In addition, you will provide support and use your best efforts to assist in the successful transition and integration of GRIC and iPass. After the closing of the Merger, you will report to Tom Thimot, Senior Vice President of Worldwide Sales. During the Transition Period, you will comply with the terms of this Agreement, the Company’s policies, and the terms of your Employee Proprietary Information and Inventions Agreement (which is attached hereto as Exhibit A).

             (b)      Compensation. During the Transition Period, the Company will continue to compensate you for your services by paying your current full-time semi-monthly base salary of $10,416.67 and paying you any variable compensation that you earn for Q1 and Q2 2006 pursuant to the terms of the variable compensation plan. In addition, on the Separation Date, the Company will pay you a single lump sum amount of $20,833, which is equal to two (2) months of your variable on-target compensation for the months of July and August 2006. These payments will be subject to standard payroll deductions and withholdings.

John Thuma
Page 2

             (c)     Benefits. During the Transition Period, you will be eligible to continue your current Company benefits subject to the terms and limitations of the applicable plans. In light of this Agreement, however, you will not be eligible for any severance benefits pursuant to the Company’s current or future severance benefit plans unless the Company expressly states in writing that you shall be entitled to such benefits.

             (d)     Stock Options. During the Transition Period, your stock options granted by the Company will continue to vest according to the terms of the applicable plan documents and stock option agreements. Any accelerated vesting provisions contained in your stock option agreements with the Company shall not be affected by this Agreement and shall remain in full force and effect.

             (e)     Other Activities. During the Transition Period, you agree not to engage in any employment or business activity that is competitive with, or would otherwise conflict with, employment by the Company, or that could violate your duty of loyalty to the Company. Such competitive activity would include, without limitation, any solicitation or hiring of any current iPass employees, consultants, or independent contractors, either directly or indirectly, personally or through others.

             (f)     Employment Agreement. During the Transition Period, the terms and conditions of your employment will be as set forth herein. Accordingly, the terms set forth in this Agreement shall supersede and replace the terms and conditions set forth in any other agreement you may have with the Company, including your employment offer letter dated June 27, 2000 (“the Employment Agreement”).

             (g)     Employment Status.

                      (i)     At-Will Employment. Your employment during the Transition Period will continue to be on an at-will basis, meaning that either you or the Company may terminate your employment at any time, with or without cause, and with or without advance notice.

                      (ii)   Change in Duties and Responsibilities. You acknowledge and agree that any change in your duties and responsibilities as set forth in this Agreement shall not constitute a constructive termination, resignation for good reason, or any other such triggering event for purposes of any existing change of control agreements, stock option plans, or severance agreements you may have with iPass.

                      (iii)  Severance Benefits If Employment Terminated Before September 1, 2006. If you resign your employment during the Transition Period, or the Company elects to terminate your employment during the Transition Period even though you have met all of your obligations under this Agreement, then you shall be eligible to receive the Severance Benefits set forth in Paragraph 3 herein subject to the terms of Paragraph 3.

John Thuma
Page 3

     3.      Severance Benefits. If you execute the Employment Termination Release attached hereto as Exhibit B (the “Release”) on the Separation Date; and, allow the Release to become effective, then the Company will provide you with the following severance benefits within ten (10) days of the Separation Date:

             (a)     Severance Payment. The Company will pay you as severance a single lump sum amount equal to: (a) three (3) months of your base salary ($62,500), and (b) three (3) months of your variable on-target compensation ($31,250) (the “Severance Payment”). The Severance Payment will be subject to standard payroll deductions and withholdings.

             (b)     Health Care Reimbursement. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, 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 following the Separation Date. 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 describing your rights and obligations under the applicable state and/or federal insurance laws. As an additional severance benefit, if you timely elect continued coverage under COBRA, then the Company will pay the premiums necessary to continue your current health care coverage for a period of twelve (12) months following the Separation Date (the “COBRA Payments”). The COBRA Payments cease if you become eligible for benefits under another employer’s medical benefit plan. You agree to notify the Company in writing within three (3) days of such eligibility.

        4.     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 your last date of employment, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

        5.     No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, bonuses, equity interests or vesting, severance or other benefits after the Separation Date.

        6.     Return of Company Property. 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 had in your possession at any time, including, but not limited to, all Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property, 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). Notwithstanding the foregoing, on the Separation Date you will be allowed to keep your Company laptop computer as your own personal property provided that on or before the Separation Date, you allow the Company’s IT personnel to remove any and all Company information contained on that computer.

John Thuma
Page 4

     7.     Proprietary Information Obligations. You agree that, during the Transition Period and thereafter, you will abide by your continuing obligations under your Employee Proprietary Information and Inventions Agreement.

     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; provided that you may respond accurately and fully to any question, inquiry or request for information consistent with your obligations under this Agreement.

     9.     Nonsolicitation. During the Transition Period and for a one (1) year period following the Separation Date, you agree not to interfere with the business of the Company by directly or indirectly soliciting, enticing, inducing, or encouraging, or attempting to solicit, entice, induce or encourage any employee, consultant or independent contractor of the Company to terminate his, her or its employment or relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

     10.   Release of Claims. In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including but not limited to the continuation of your at-will employment and the Severance Benefits set forth herein, you hereby generally and completely release the Company and its parent or subsidiary entities, successors, predecessors and affiliates, and its and their current or former directors, officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the decision to terminate that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) 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 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and the California Fair Employment and Housing Act. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph. Notwithstanding anything in this paragraph, you are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for your acts

John Thuma
Page 5

within the course and scope of your employment with the Company, nor from any obligations undertaken by the Company in this Agreement.

     11.   ADEA Waiver. You hereby 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 the preceding paragraph is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release do not apply to any rights or claims that may arise after you sign this Agreement; (b) you should consult with an attorney prior to executing this Agreement (although you may voluntarily decide not to do so); (c) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier); (d) you have seven (7) days following the execution of this Agreement to revoke this Agreement (in a written revocation sent to the President of the Company); and (e) this Agreement will not be effective until the eighth day after this Agreement has been signed both by you and by the Company (the “Effective Date”).

     12.   Section 1542 Waiver. 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 favor at the time of executing the release, which if known by him must have materially affected his 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 the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Agreement.

     13.   Miscellaneous. This Agreement, including Exhibits A and B, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. 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 such promises, warranties or representations. 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 shall 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 will not affect any other provision of this Agreement and the provision in question shall be modified by the court 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 deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. 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

John Thuma
Page 6

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 will suffice as original signatures.

If this Agreement is acceptable to you, please sign below and return the original to me. Additionally, if you sign the Release attached hereto as Exhibit B on or after your final date of employment with the Company, please return the signed original of the Release to me.

Sincerely,

iPass Inc.
By:	/s/ J. Michael Badgis
	J. Michael Badgis
	Vice President, Human Resources

Exhibit A – Employee Proprietary Information and Inventions Agreement
Exhibit B – Employment Termination Release

Accepted and Agreed:
/s/ John Thuma
John Thuma
Dated:	1/20/06

EXHIBIT A

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

iPass Inc.

EMPLOYEE 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

^© Cooley Godward 1996

1

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

^© Cooley Godward 1996

2

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 induce any employee of the Company to leave the employ of the Company.

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

^© Cooley Godward 1996

3

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: 7/17/2000.

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

Dated: 7/17/00                                        

/s/ John P. Thuma                                 
Signature

John P. Thuma                                       
(Printed Name)

Accepted and Agreed To:

iPass Inc.

By: /s/ Levie Tarantino                          

3800 Bridge Parkway                             
(Address)

Redwood City, CA 94065                      

^© Cooley Godward 1996

4

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: John P. Thuma                                        
(Printed Name of Employee)

Date: 7/17/00                                                   

Witnessed by:

Levie Tarantino                                        
(Printed Name of Representative)

Dated: 7/17/00                                           

^© Cooley Godward 1996

A-1

Exhibit B

TO:	iPass Inc.
FROM:	John P. Thuma
DATE:	7/17/00
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:

þ No inventions or improvements.

o See below:

o 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.

o Additional sheets attached.

^© Cooley Godward 1996

B-1

EXHIBIT B

EMPLOYMENT TERMINATION RELEASE
(to be signed on or after the Separation Date)

I understand that my employment with iPass, Inc. (the “Company”) terminated effective September 1, 2006. I also understand that, pursuant to the separation letter agreement between me and the Company, which I signed on _______________, 2006 (the “Agreement”), I am required to sign this Employment Termination Release (“Release”) in exchange for certain benefits under the Agreement. I further understand that, regardless of whether I sign this Release, the Company will pay me all accrued salary and vacation earned through my termination date, to which I am entitled by law.

I hereby generally and completely release the Company and its current or former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns 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 Release. This general release includes, but is 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, including claims arising under the Employment Agreement; (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 (as amended), the Age Discrimination in Employment Act of 1967 (“ADEA”), the California Labor Code, and the California Fair Employment and Housing Act (as amended). I understand that I am not hereby releasing the Company from any obligation it may otherwise have to indemnify me for my acts within the course and scope of my employment with the Company, nor from any obligations undertaken by the Company in the Agreement.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, as amended. I also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof 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) my waiver and release do not apply to any rights or claims that may arise after the execution date of this Release; (b) I have been advised hereby that I have the right to consult with an attorney prior to executing this Release (although I may choose not to do so); (c) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this Release to revoke the Release in a writing to the Company; and (e) this Release will not be effective until the date

upon which the revocation period has expired, which will be the eighth day after this Release is executed by me (“Employment Termination Release Effective Date”).

I UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving this release, which includes claims that may be unknown to me at present, 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I 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 unknown or unsuspected claims I may have against the Company.

Having read and understood the foregoing, I hereby agree to the terms and conditions stated above.

  John Thuma

  Date

EX-99.1

Exhibit 99.1

iPass Completes Acquisition of GoRemote

REDWOOD SHORES, Calif., – February 15, 2006 – iPass Inc. (NASDAQ: IPAS) today announced it has completed the acquisition of GoRemote Internet Communications, Inc., a leading provider of secure managed virtual business network services. The acquisition agreement between iPass and GoRemote was initially announced on December 12, 2005.

With the close of this transaction, iPass will make GoRemote’s managed broadband services for home office, branch office and retail available through its sales team, further expanding the iPass product portfolio and opening up new markets for the company. This combination will extend iPass’ reach across all major segments of the global enterprise market for secure Internet connections for traveling and remote employees.

“By completing this acquisition, we begin the integration of GoRemote into iPass, and can now offer a comprehensive suite of broadband services and address a broader set of customer opportunities,” said Ken Denman, Chairman and CEO of iPass. “As the shift from private networks to the Internet continues, this acquisition will enable iPass to extend its broadband services for the enterprise and penetrate new market segments such as branch office and retail locations .”

About iPass
iPass provides trusted connectivity services that help enterprises maximize their return on investment in workforce mobility. With flexible iPass connectivity, security and endpoint management services, customers can build and manage their own broadband remote access solutions for mobile workers, branch offices and home offices. The iPass virtual network spans 160 countries and includes both the world’s largest Wi-Fi footprint and the most complete fixed broadband coverage in North America. For more information visit www.ipass.com.