Re: Separation Agreement

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 rela