exhibit 10. 1 june 6, 2013 karen willem dear karen : i am pleased to offer you employment in the position of senior vice president and chief financial officer at ipass inc. ( “ ipass ” or the “ company ” ), reporting to me, under the terms set forth in this letter. your first date of employment will be july 1, 2013. your initial base salary will be $ 12, 500. 00, paid semi - monthly, plus benefits, including the option of participating in our 401 ( k ) plan. if annualized, this base salary amount equals $ 300, 000. 00. as an exempt employee, you will not be eligible for overtime compensation. in addition, you will be eligible to earn a target annual bonus of $ 150, 000. 00 paid on a quarterly basis consistent with the management bonus plan. bonuses are only considered earned if the participant is an employee of ipass in good standing on the last day of the fiscal quarter and has successfully completed the quarterly objectives. if you leave the company for any reason during the quarter, no pro - rata bonus shall be earned. the company shall have the sole discretion to determine if you have met all of the requirements for earning a bonus ( including completion of the applicable objectives ) and, if so, the amount of the bonus payment. if earned, the bonus payments generally will be paid within forty - five ( 45 ) days following the end of the company ’ s fiscal quarter to allow the company time to determine bonus calculations. assuming your employment with ipass starts on july 1, 2013, for the quarters ending september 30, 2013 and december 31, 2013, respectively, you will be paid the greater of : ( i ) 100 % of your quarterly bonus opportunity ; or ( ii ) the actual amount which would be earned under the 2013 executive management bonus plan ( the “ 2013 embp ” ) pursuant to the terms of the 2013 embp. any bonus provided to you will be subject to standard deductions and withholdings. further, subject to the approval of the board of directors of ipass ( the “ board ” ), you will be granted an option to purchase 375, 000 shares of ipass ’ common stock, subject to a four - year vesting schedule, at a purchase price equal to the fair market value of the stock as of the date of grant ( as determined by the board ) under the ipass 2003 equity incentive plan ( the “ plan ” ).