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Non-Employee Directors Plan [2003]
Non-Employee Directors Plan [2003] (64K)
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2003 NON-EMPLOYEE DIRECTORS PLAN
ADOPTED JANUARY 15, 2003
APPROVED BY STOCKHOLDERS _______________, 2003
EFFECTIVE DATE: _______________, 2003
TERMINATION DATE: NONE
1. PURPOSES.
(a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive
Options are the Non-Employee Directors of the Company.
(b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a
means by which Non-Employee Directors may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of Nonstatutory
Stock Options.
(c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of its Non-Employee Directors, to secure and retain the
services of new Non-Employee Directors and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its
Affiliates.
2. DEFINITIONS.
(a) "ACCOUNTANT" means the independent public accountants of the
Company.
(b) "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing,
as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.
(c) "ANNUAL GRANT" means an Option granted annually to a
Non-Employee Director who meets the specified criteria pursuant to subsection
6(b) of the Plan.
(d) "ANNUAL MEETING" means the annual meeting of the stockholders
of the Company.
(e) "BOARD" means the Board of Directors of the Company.
(f) "CHANGE IN CONTROL" means the occurrence, in a single
transaction or in a series of related transactions, of any one
or more of the following events after the IPO Date:
(i) any Exchange Act Person becomes the Owner, directly
or indirectly, of securities of the Company representing more than fifty percent
114849
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iPass
As referenced in this Non-Employee Directors Plan [2003]:
IPASS INC –
IPASS INC
_____________
iPASS INC. –
EX-10.2
8
Exhibit 10.2
iPASS INC.
2003 NON-EMPLOYEE DIRECTORS PLAN
ADOPTED JANUARY 15, 2003
APPROVED BY STOCKHOLDERS _______________, 2003
EFFECTIVE DATE: _______________, 2003
TERMINATION DATE: NONE
1. PURPOSES.
(a) ELIGIBLE OPTION RECIPIENTS. The persons
_____________
iPass Inc. – agreement, the foregoing definition shall apply).
(g) "CODE" means the Internal Revenue Code of 1986, as amended.
(h) "COMMON STOCK" means the common stock of the Company.
(i) "COMPANY" means iPass Inc. , a Delaware corporation.
(j) "CONSULTANT" means any person, including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and who is compensated
_____________
iPass, Inc. – arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.
(bb) "PLAN" means this iPass, Inc. 2003 Non-Employee Directors
Plan.
(cc) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor to Rule 16b-3, as in effect from
_____________
iPASS INC. – construction, validity and interpretation
of this Plan shall be governed by the law of the State of Delaware, without
regard to such state's conflict of laws rules.
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iPASS INC.
2003 NON-EMPLOYEE DIRECTORS PLAN
STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, iPass Inc. (the "Company")
_____________
dt 1852485
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iPass
As referenced in this Non-Employee Directors Plan [2003]:
iPass, Inc. – arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.
(bb) "PLAN" means this iPass, Inc. 2003 Non-Employee Directors
Plan.
(cc) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor to Rule 16b-3, as in effect from
_____________
dt 1462767
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