Attached files
| file | filename |
|---|---|
| 8-K - 8-K - IPASS INC | ipassform8-kforsettlementa.htm |
| EX-10 - EXHIBIT 10.1 - IPASS INC | exhibit101settlementagreem.htm |
Exhibit 10.2
Compensation of Non-Employee Directors of iPass Inc.
The members of our Board of Directors who are not employees of iPass are reimbursed for travel, lodging and other reasonable expenses incurred in attending Board of Directors’ or committee meetings. The table below sets forth the cash compensation arrangements for our non-employee directors for services as a non-employee director:
Annual cash retainer | $ | 20,000 | |
Chairman of the Board annual retainer | $ | 20,000 | |
Committee annual retainer | $ | 5,000 | |
Audit committee chairman annual retainer | $ | 10,000 | |
Compensation committee chairman annual retainer | $ | 5,000 | |
Corporate Governance and Nominating committee chairman annual retainer | $ | 5,000 | |
Per meeting board meeting fees | $ | 1,000 | |
Per meeting committee meeting fees | $ | 1,000 | |
Under the terms of the iPass Inc. 2003 Non-Employee Directors Plan, as amended, or the Directors Plan, we grant stock options and restricted stock to our non-employee directors as follows:
• | grants of stock options of 30,000 shares for initial grants, and 15,000 shares for annual grants and |
• | restricted stock awards of 10,000 shares for initial grants and 5,000 shares for annual grants. |
Options granted under the Directors Plan vest as follows: (a) with respect to options that are awarded pursuant to initial grants, the 30,000 shares will vest with respect to 10,000 shares on the first anniversary of the date of grant, and thereafter in equal monthly installments over 24 months, and (b) with respect to options that are awarded pursuant to annual grants, the 15,000 shares will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the date of grant. Options granted under the Directors Plan may permit exercise prior to vesting, but in such event the participant may be required to enter into an early exercise stock purchase agreement that allows iPass to repurchase unvested shares if the participant’s service terminates before vesting. All outstanding options under the Directors Plan are early exercisable.
Shares of stock acquired under a restricted stock award are subject to forfeiture in favor of iPass in accordance with the following vesting schedule: (a) with respect to restricted stock awards that are awarded pursuant to initial grants, one third of the 10,000 shares will vest on each of the first, second and third anniversaries of the date of grant, and (b) with respect to restricted stock awards that are awarded pursuant to annual grants, the 5,000 shares will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the date grant.
In addition, at each annual meeting, we will make additional annual grants, from our 2003 Equity Incentive Plan, of stock options and restricted stock to our non-employee directors as follows:
• | grant of a stock option of 15,000 shares and |
• | restricted stock award of 5,000 shares. |
The options will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the date of grant. Shares of stock acquired under a restricted stock award are subject to forfeiture in favor of iPass in accordance with the following vesting schedule: such shares will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the date grant.