iPass Inc. Non-Employee Director Compensation Policy (Effective July 1, 2018)

Summary

This document outlines the compensation policy for non-employee directors of iPass Inc., effective July 1, 2018. Non-employee directors receive annual cash retainers and additional fees for serving as Chairman or committee chairs, paid quarterly in advance. They are also eligible for equity compensation under the company's Amended and Restated 2003 Non-Employee Directors Plan, including an initial restricted stock award upon joining the Board and annual restricted stock awards thereafter.

EX-10.1 2 a101non-employeedirectorco.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

Non-Employee Director Compensation

Effective July 1, 2018, the cash compensation payable to non-employee directors of the Board is as follows, paid quarterly in advance:



Retainer	Amount
Annual	$30,000
Chairman of the Board	$20,000
Committee Service	$5,000
Audit Committee Chair	$15,000
Compensation Committee Chair	$8,000
Corporate Governance Committee Chair	$6,000

The equity compensation payable to non-employee directors of the Board is pursuant to the iPass Inc. Amended and Restated 2003 Non-Employee Directors Plan, in which each non-employee director when first elected to the Board will receive, as an initial grant, a restricted stock award (“RSA”) with a value of $74,380, and at each annual meeting each non-employee director will receive, as an annual grant, an RSA with a value of $47,642.