December 9, 2005 Thomas Thimot 49 Los Gatos Blvd. Los Gatos, CA 95030 Dear Thomas:Ipass Inc • February 16th, 2006 • Services-computer processing & data preparation • California
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.
