Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2012, Steven Gatoff, Senior Vice President and Chief Financial Officer of iPass Inc., notified the company that he was resigning from his positions at iPass effective February 22, 2013.

iPass has entered into a transition agreement with Mr. Gatoff whereby Mr. Gatoff has agreed to continue to perform his assigned job duties through February 22, 2013, and to waive certain potential claims against iPass, in exchange for the following benefits:

- Payment of Mr. Gatoff's Q1 2013 target quarterly bonus of $28,759;

- Accelerated vesting of 15,000 shares of restricted stock; and

- Extension of the time period from three to nine months, following the date of Mr. Gatoff's termination of employment with iPass, in which Mr. Gatoff may exercise his stock options to acquire iPass common stock.

Item 9.01 - Financial Statements and Exhibits

Exhibit No. Description 99.1 Press Release dated December 12, 2012, announcing the resignation of Steven Gatoff

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