<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
GRIC COMMUNICATIONS, INC.
- -----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
April 14, 2000
To our stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of GRIC Communications, Inc., a Delaware corporation, to be held at the
DoubleTree Hotel, 2050 Gateway Place, San Jose, California 95110, on Tuesday,
May 16, 2000, at 9:30 a.m., local time.
The matters expected to be acted upon at the meeting are described in detail
in the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement.
It is important that you use this opportunity to take part in the affairs of
GRIC by voting on the business to come before this meeting. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES
MAY BE REPRESENTED AT THE MEETING. Returning the proxy does not deprive you of
your right to attend the meeting and to vote your shares in person.
We look forward to seeing you at the meeting.
Sincerely,
[LOGO]
David L. Teichmann
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
<PAGE>
[LOGO]
1421 MCCARTHY BLVD.
MILPITAS, CALIFORNIA 95053
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GRIC
Communications, Inc., a Delaware corporation (the "COMPANY" or "GRIC"), will be
held at the DoubleTree Hotel, 2050 Gateway Place, San Jose, California 95110, on
Tuesday, May 16, 2000, at 9:30 a.m., local time for the following purposes:
1. To elect seven directors of the Company, each to serve until the next
annual meeting of stockholders and until his or her successor has been
elected and qualified or until his or her earlier resignation, death or
removal. The Company's Board of Directors intends to present the
following nominees for election as directors:
<TABLE>
<S> <C>
Roger L. Peirce Kheng Nam Lee
Dr. Hong Chen Lynn Y. Liu
Thomas Denys Stanley J. Meresman
Dr. Yen-Son (Paul) Huang
</TABLE>
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 31, 2000 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
[LOGO]
David L. Teichmann
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
Milpitas, California
April 14, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE>
GRIC COMMUNICATIONS, INC.
1421 MCCARTHY BLVD.
MILPITAS, CALIFORNIA 95053
------------------------
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
---------------------
APRIL 14, 2000
The accompanying proxy is solicited on behalf of the Board of Directors of
GRIC Communications, Inc., a Delaware corporation (the "COMPANY" or "GRIC"), for
use at the Annual Meeting of Stockholders of the Company to be held at the
DoubleTree Hotel, 2050 Gateway Place, San Jose, California 95110, on Tuesday,
May 16, 2000 at 9:30 a.m., local time (the "MEETING"). Only holders of record of
the Company's common stock (the "COMMON STOCK") at the close of business on
March 31, 2000 (the "RECORD DATE") will be entitled to vote at the Meeting. At
the close of business on the Record Date, the Company had 19,242,145 shares of
Common Stock outstanding and entitled to vote. A majority of such shares,
present in person or represented by proxy, will constitute a quorum for the
transaction of business. This proxy statement and the accompanying form of proxy
were first mailed to stockholders on or about April 14, 2000. An annual report
for the year ended December 31, 1999 is enclosed with the Proxy Statement.
GRIC's principal executive offices are located at 1421 McCarthy Blvd.,
Milpitas, California 95035. GRIC's telephone number at that location is
(408) 955-1920.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Each share of Common Stock outstanding on the Record Date is entitled to one
vote.
Directors will be elected by a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. Proposal 2 requires for approval
the affirmative vote of the majority of shares of Common Stock present in person
or represented by proxy at the Meeting and entitled to vote on the proposal. All
votes will be tabulated by the inspector of election appointed for the Meeting,
who will tabulate affirmative and negative votes, abstentions and broker
non-votes. Abstentions will be counted towards a quorum and have the same effect
as negative votes with regard to Proposal 2. In the event that a broker
indicates on a proxy that it does not have discretionary authority to vote
certain shares on a particular matter, such broker non-votes will not be counted
in determining whether Proposal 2 has been approved.
EXPENSES OF SOLICITATION
The expenses of soliciting proxies to be voted at the Meeting will be paid
by the Company. Following the original mailing of the proxies and other
soliciting materials, the Company and its agents may also solicit proxies by
mail, telephone, telegraph or in person. Following the original mailing of the
proxies and other soliciting materials, the Company will request that brokers,
custodians, nominees and other record holders of Common Stock forward copies of
the proxy and other soliciting materials to persons for whom they hold shares of
Common Stock and request authority for the exercise of proxies. In such cases,
the Company, upon the request of the record holders, will reimburse such holders
for their reasonable expenses.
<PAGE>
REVOCABILITY OF PROXIES
Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Meeting or at the Meeting prior to the vote
pursuant to the proxy. A proxy may be revoked by a writing delivered to the
Company (attention: David L. Teichmann, Vice President, General Counsel and
Secretary) stating that the proxy is revoked, by a subsequent proxy that is
signed and dated by the person who signed the earlier proxy and is presented at
the Meeting or by attendance at the Meeting and voting in person. Please note,
however, that if a stockholder's shares are held of record by a broker, bank or
other nominee and that stockholder wishes to vote at the Meeting, the
stockholder must bring to the Meeting a letter from the broker, bank or other
nominee confirming that stockholder's beneficial ownership of the shares.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Board of Directors of GRIC has nominated for election as directors each
of the following persons to serve until the next annual meeting of stockholders
and until his or her successor has been duly elected and qualified or until such
director's earlier resignation, death or removal: Roger L. Peirce, Dr. Hong
Chen, Thomas Denys, Dr. Yen-Son (Paul) Huang, Kheng Nam Lee, Lynn Y. Liu and
Stanley J. Meresman.
Shares represented by the accompanying proxy will be voted "for" the
election of the nominees recommended by the Board unless the proxy is marked in
such a manner as to withhold authority so to vote. The size of the Company's
Board is currently set at eight members. Except for Thomas Denys, each of the
nominees is currently a director of the Company. In the event that any nominee
for any reason is unable to serve or for good cause will not serve, the proxies
may be voted for such substitute nominee as the present Board may determine.
Each nominee has agreed to serve as director if elected.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION SINCE
- ---------------- -------- -------------------- --------
<S> <C> <C> <C>
Roger L. Peirce(1).................... 58 Chairman 1998
Dr. Hong Chen......................... 37 President, Chief Executive Officer, 1994
and Director
Thomas Denys.......................... 32 Managing Director and Partner of L&H --
Investment Company N.V.
Dr. Yen-Son (Paul) Huang(2)........... 54 President and Chief Executive Officer 1995
of Novas Software
Kheng Nam Lee......................... 52 President of Vertex Investments (II) 1999
Ltd
Lynn Y. Liu........................... 41 Senior Vice President, Corporate 1994
Development and Director
Stanley J. Meresman(1)(2)............. 53 Retired Senior Vice President and 1997
Chief Financial Officer of Silicon
Graphics, Inc.
</TABLE>
- ------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
ROGER L. PEIRCE has served as our Chairman since July 1999 and as a director
since March 1998. From August 1998 to March 1999, Mr. Peirce was Chairman and
Chief Executive Officer of U.S. Wireless Data, a wireless point-of-sale services
provider. From 1994 to June 1998, he was Group President of Merchant Services
for First Data Corp., a credit card processing services company. From 1981 to
1994, he held various positions at VISA International, a credit card company,
most recently as
2
<PAGE>
Chief Operating Officer. Mr. Peirce holds a B.A. degree in Mathematics from San
Jose State University.
DR. HONG CHEN, one of our co-founders, has served as our Chief Executive
Officer since our inception in 1994 and as our President since July 1999.
Dr. Chen also served as Chairman from 1994 to July 1999 and continues to serve
as a director. From 1993 to 1994, Dr. Chen was Senior Consultant with TRW
Financial Systems, a systems integrator. Dr. Chen also serves as a technical
advisory board member for the Industry Technology Research Institute in Taiwan.
Dr. Chen holds a B.S. degree in Computer Science from Xian Jiaotong University
and M.S. and Ph.D degrees in Computer Science from State University of New York
at Stony Brook. Dr. Chen is married to Ms. Liu.
THOMAS DENYS is a director nominee. Mr. Denys has served as a Managing
Director and Partner of L&H Investment Company N.V. since its inception in 1998.
L&H Investment Company N.V. is a shareholder of speech and language software
leader Lernout & Hauspie and holds several other strategic investments in
information technology companies. Mr. Denys serves on the board of directors of
LanguageWare.Net and Mediaring.com Ltd. From 1992 to July 1998, he was a Senior
Associate for Business and Finance at the European law firm of Loeff Claeys
Verbeke. He was an Assistant Professor at the Catholic University of Leuven,
Belgium between 1995 and 1998. Mr. Denys holds a Master of Law and a
postgraduate degree in Finance from the Catholic University of Leuven, a Master
in German Law from the University of Tubingen and DAAD and a degree in Advanced
Corporate Finance from the Amsterdam Institute of Finance.
DR. YEN-SON (PAUL) HUANG has served as a director since August 1995. Since
June 1996, Dr. Huang has served as Chairman and Chief Executive Officer of Novas
Software, Inc., an integrated circuit debugging company. From 1990 to May 1996,
Dr. Huang was a co-founder and Vice President of Quickturn Design Systems, an
integrated circuit emulation company. Dr. Huang serves on the board of directors
of Quickturn Design Systems. Dr. Huang holds B.S. and M.S. degrees in Electrical
Engineering from the National Chiao-Tung University in Taiwan and a Ph.D degree
in Electrical Engineering from Santa Clara University.
KHENG NAM LEE has served as a director since August 1999. Since 1983,
Mr. Lee has served Vertex Group in several capacities, including as President of
Vertex Management (II) Pte Ltd., a consulting firm, since 1995. Mr. Lee holds a
B.S. degree in Mechanical Engineering from Queen's University in Canada, an M.S.
degree in Operations Research and System Analysis from the U.S. Naval
Postgraduate School and a degree in Business Administration from the University
of Singapore.
LYNN Y. LIU, one of our co-founders, has served as our Senior Vice
President, Corporate Development since January 2000, as Regional President, Asia
Pacific from December 1998 to December 1999 and as a director since our
inception in 1994. From our inception to November 1998, she was our Chief
Operating Officer and Executive Vice President responsible for product
management, network operations and engineering. From 1991 to 1994, she held the
positions of architect and engineering manager at MARCorp, a multimedia library
software company. Ms. Liu holds a B.S. degree in Library Science from National
Taiwan University and an M.S. degree in Computer Science from State University
of New York at Stony Brook. Ms. Liu is married to Dr. Chen.
STANLEY J. MERESMAN has served as a director since August 1997. From 1989 to
May 1997, Mr. Meresman was Senior Vice President and Chief Financial Officer of
Silicon Graphics, Inc., a computer manufacturer. Mr. Meresman serves on the
board of directors of Polycom, Inc., a teleconference and video conferencing
equipment company, and a number of private companies. Mr. Meresman holds a B.S.
degree in Industrial Engineering and Operations Research from the University of
California at Berkeley and an M.B.A. degree from Stanford University.
3
<PAGE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
BOARD OF DIRECTORS. During 1999, the Board met twelve times, including four
telephone conference meetings. Dr. Hsu, Mr. Lernout and Mr. Lee attended fewer
than 75%, and each of the other directors attended 75% or more, of the aggregate
of the total number of meetings of the Board (held during the period for which
he or she was a director) and the total number of meetings held by all
committees of the Board on which such director served (held during the period
that such director served).
Standing committees of the Board include a Compensation Committee and an
Audit Committee.
COMPENSATION COMMITTEE. Messrs. Huang and Meresman are the current members
of the Compensation Committee. The Compensation Committee met six times during
1999. The Compensation Committee: makes decisions regarding all forms of salary
paid to the executive officers of the Company; makes decisions regarding the
grant of all forms of bonus and stock compensation provided to executive
officers of the Company; makes decisions regarding the long-term strategy of
employee compensation and the types of stock and other compensation plans to be
used by the Company and the shares and amounts reserved thereunder, and any
other compensation matters as from time to time directed by the Board of
Directors; and administers the Company's stock and option plans.
AUDIT COMMITTEE. Messrs. Peirce and Meresman are the current members of the
Audit Committee. The Audit Committee met once during 1999. The Audit Committee:
meets with the Company's independent auditors to review the adequacy of the
Company's internal control systems and financial reporting procedures; reviews
the general scope of the Company's annual audit and the fees charged by the
independent auditors; reviews and monitors the performance of non-audit services
by the Company's auditors, reviews the fairness of any proposed transaction
between the Company and any officer, director or other affiliate of the Company
(other than transactions subject to the review of the Compensation Committee),
and after such review, makes recommendations to the full Board; and performs
such further functions as may be required by any stock exchange or
over-the-counter market upon which the Company's Common Stock may be listed.
VOTES REQUIRED
Directors are elected by a plurality of the votes present in person at the
Meeting or represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the consolidated financial statements of the Company for the year
ending December 31, 2000, and recommends that the stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Representatives of Ernst & Young LLP are expected to be present at the Meeting,
will have the opportunity to make a statement at the Meeting if they desire to
do so, and are expected to be available to respond to appropriate questions.
4
<PAGE>
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and voting at the Meeting will be required to
ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS GRIC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 31, 2000,
with respect to the beneficial ownership of the Common Stock by (i) each
stockholder known by us to be the beneficial owner of more than 5% of the Common
Stock, (ii) each director and director nominee of GRIC, (iii) each Named
Executive Officer (as defined below) and (iv) all current directors and
executive officers of GRIC as a group.
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------------
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE OF CLASS
- ------------------------ --------------------- -------------------
<S> <C> <C>
Kheng Nam Lee(2).......................................... 2,698,666 14.0%
Vertex entities
Dr. Hong Chen(3).......................................... 1,277,857 6.6%
Dr. Ta-Lin Hsu(4)......................................... 710,427 3.7%
Thomas Denys(5)........................................... 565,479 2.9%
Jozef Lernout(6).......................................... 561,979 2.9%
Lynn Y. Liu(7)............................................ 535,714 2.8%
Dr. Yen-Son (Paul) Huang(8)............................... 237,833 1.2%
Roger L. Peirce(9)........................................ 86,142 *
Christophe J. Culine(10).................................. 80,036 *
Stanley J. Meresman(11)................................... 68,285 *
Philip M. Sakakihara(12).................................. 67,946 *
Joseph M. Zaelit(13)...................................... 60,928 *
All directors, director nominees and executive officers as
a group(15 persons)(14)................................. 6,465,703 33.6%
</TABLE>
- ------------------------
* Represents less than 1% of our outstanding common stock.
(1) This table is based on information supplied by executive officers,
directors, director nominees and principal stockholders of GRIC and on any
Schedules 13D or 13G filed with the Securities and Exchange Commission.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
after March 31, 2000 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Unless otherwise indicated, the persons and entities named in
the table have sole voting power and sole investment power with respect to
all shares beneficially owned, subject to community property laws where
applicable.
(2) Includes 1,946,426 shares held of record by Vertex Investment (II) Ltd.,
688,240 shares held of record by Vertex Technology Fund Ltd., 54,000 shares
held of record by Vertex Investment International (I) Inc. and 10,000
shares subject to options exercisable within 60 days of March 31,
5
<PAGE>
2000. Mr. Lee is the President of these entities. Mr. Lee disclaims
beneficial ownership of the shares held by each of the entities, except to
the extent he has a pecuniary interest in these entities. The address of
these entities is 77 Science Park Drive, #02-15 Cintech III, Singapore
Science Park, Singapore 118256.
(3) Includes 32,000 shares subject to options exercisable within 60 days of
March 31, 2000. Does not include 535,714 shares held by Dr. Chen's spouse,
Lynn Y. Liu.
(4) Includes 696,427 shares held by Asia Pacific Growth Fund II L.P. and 10,000
shares subject to options exercisable within 60 days of March 31, 2000.
Dr. Hsu is a member of H&Q Asia Pacific II LLC, the General Partner of Asia
Pacific Growth Fund II L.P.
(5) Includes 551,979 shares held of record by L&H Investment Company N.V., of
which Mr. Denys is a Managing Director and Partner. Mr. Denys disclaims
beneficial ownership of these shares.
(6) Includes 551,979 shares held of record by L&H Investment Company N.V., of
which Mr. Lernout is Co-chairman and a Managing Director, of which
Mr. Lernout disclaims beneficial ownership, and 10,000 shares subject to
options exercisable within 60 days of March 31, 2000.
(7) Does not include 1,277,857 shares held by Ms. Liu's spouse, Dr. Hong Chen.
(8) Includes 97,498 shares held of record by The Huang Revocable Living Trust
dated February 7, 1996, of which Mr. Huang is a trustee.
(9) Includes 82,142 shares subject to options exercisable within 60 days of
March 31, 2000.
(10) Includes 78,036 shares subject to options exercisable within 60 days of
March 31, 2000.
(11) Includes 35,714 shares held of record by Stanley J. Meresman and Sharon A.
Meresman, Trustees of the Meresman Family Trust U/D/T dated September 19,
1989, as amended, of which Mr. Meresman is a trustee, and 28,571 shares
subject to options exercisable within 60 days of March 31, 2000.
(12) Includes 42,714 shares held of record by the Sakakihara Family Trust dated
November 25, 1992, of which Mr. Sakakihara is a trustee, 8,000 shares held
of record by six family members and relatives of Mr. Sakakihara and 17,232
shares subject to options exercisable within 60 days of March 31, 2000.
(13) Includes 1,000 shares held of record by Daniel Zaelit and 1,000 shares
held of record by Joseph C. Zaelit, each a son of Mr. Zaelit, and 23,036
shares subject to options exercisable within 60 days of March 31, 2000.
Mr. Zaelit disclaims beneficial ownership of the shares held by Joseph C.
Zaelit.
(14) Includes 349,407 shares subject to options exercisable within 60 days of
March 31, 2000.
6
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth information with respect to persons who
served as an executive officer as of December 31, 1999.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- ------------------------------------------
<S> <C> <C>
Roger L. Peirce........................... 58 Chairman
Dr. Hong Chen............................. 37 President, Chief Executive Officer and
Director
Lynn Y. Liu............................... 41 Senior Vice President, Corporate
Development and Director
Philip M. Sakakihara...................... 56 Senior Vice President, Engineering and
Network Operations
Kristin L. Steinmetz...................... 40 Senior Vice President, Marketing and
Business Development
Joseph M. Zaelit.......................... 54 Senior Vice President, Finance and
Administration and Chief Financial Officer
Christophe J. Culine...................... 35 Regional President, Europe, Americas and
Africa
Barron B. Cox............................. 46 Vice President, Human Resources
David L. Teichmann........................ 44 Vice President, General Counsel and
Secretary
</TABLE>
ROGER L. PEIRCE has served as our Chairman since July 1999 and as a director
since March 1998. From August 1998 to March 1999, Mr. Peirce was Chairman and
Chief Executive Officer of U.S. Wireless Data, a wireless point-of-sale services
provider. From 1994 to June 1998, he was Group President of Merchant Services
for First Data Corp., a credit card processing services company. From 1981 to
1994, he held various positions at VISA International, a credit card company,
most recently as Chief Operating Officer. Mr. Peirce holds a B.A. degree in
Mathematics from San Jose State University.
DR. HONG CHEN, one of our co-founders, has served as our Chief Executive
Officer since our inception in 1994 and as our President since July 1999.
Dr. Chen also served as Chairman from 1994 to July 1999 and continues to serve
as a director. From 1993 to 1994, Dr. Chen was Senior Consultant with TRW
Financial Systems, a systems integrator. Dr. Chen also serves as a technical
advisory board member for the Industry Technology Research Institute in Taiwan.
Dr. Chen holds a B.S. degree in Computer Science from Xian Jiaotong University
and M.S. and Ph.D degrees in Computer Science from State University of New York
at Stony Brook. Dr. Chen is married to Ms. Liu.
LYNN Y. LIU, one of our co-founders, has served as our Senior Vice
President, Corporate Development since January 2000, as Regional President, Asia
Pacific from December 1998 to December 1999 and as a director since our
inception in 1994. From our inception to November 1998, she was our Chief
Operating Officer and Executive Vice President responsible for product
management, network operations and engineering. From 1991 to 1994, she held the
positions of architect and engineering manager at MARCorp, a multimedia library
software company. Ms. Liu holds a B.S. degree in Library Science from National
Taiwan University and an M.S. degree in Computer Science from State University
of New York at Stony Brook. Ms. Liu is married to Dr. Chen.
PHILIP M. SAKAKIHARA has served as our Senior Vice President, Engineering
and Network Operations since December 1998. From December 1995 to
November 1998, he was Vice President, Engineering and Worldwide Support for
Prism Solutions, Inc., an enterprise software solutions company. From 1994 to
December 1995, he was Vice President, Engineering for Viewstar Corporation, an
enterprise software solutions company. From 1972 to 1994, Mr. Sakakihara held
various senior engineering and management positions with Hewlett-Packard
Company, including General Manager of the Distributed Computing Products
Operation. Mr. Sakakihara holds a B.S. degree in Applied
7
<PAGE>
Mathematics from San Jose State University and an M.S. degree in Applied
Mathematics from Santa Clara University.
KRISTIN L. STEINMETZ has served as our Senior Vice President, Marketing and
Business Development since July 1999. From 1991 to July 1999, she served in
various positions at AT&T Corporation, a global telecommunications company, most
recently as Vice President of Global Services, Consumer Marketing Vice President
and Director of Strategy and Business Planning. From 1989 to 1991, she held the
position of Senior Management Consultant at Edgar, Dunn and Company, a
consulting firm. Ms. Steinmetz holds a B.A. degree in Zoology from the
University of California at Berkeley and an M.B.A. degree from Cornell
University.
JOSEPH M. ZAELIT has served as our Senior Vice President, Finance and
Administration and Chief Financial Officer since January 1999. From 1993 to
June 1998, he was employed by VeriFone, Inc., a manufacturer of electronic
payment equipment, most recently as Senior Vice President, Finance and
Administration and Chief Financial Officer. From 1973 to 1993, Mr. Zaelit held a
variety of senior financial positions at Hewlett-Packard Company, most recently
as Corporate Treasury Manager. Mr. Zaelit holds a B.S. degree in Accounting and
an M.B.A. degree, each from the University of Utah, and is a Certified Public
Accountant in California.
CHRISTOPHE J. CULINE has served as our Regional President, Europe, Americas
and Africa since December 1998. From September 1996 to November 1998, he was our
Vice President, Worldwide Sales. From 1991 to August 1996, Mr. Culine held
various positions, including Vice President, Worldwide Sales and Vice President,
European Sales, with NCD Software, a wholly-owned subsidiary of NCD Corporation,
an Internet software company. Mr. Culine holds a diploma from EUDIL (the
University of Lille) in France.
BARRON B. COX has served as our Vice President of Human Resources since
August 1999. From May 1999 to July 1999, Mr. Cox served as our Senior Director
of Human Resources. From September 1997 to April 1999, he was Vice President of
Human Resources at Prism Solutions. From 1993 to 1997, he was Director of Human
Resources at Scios, Inc., a biopharmaceutical company. From 1988 to 1993,
Mr. Cox held various positions at Apple Computer's Enterprise Systems Division,
most recently as its Director of Human Resources. From 1984 to 1988, Mr. Cox
served in various human resources positions at Digital Equipment Corporation.
Mr. Cox holds a B.S. degree in Political Science from Northeastern University.
DAVID L. TEICHMANN has served as our Vice President, General Counsel and
Secretary since July 1998. From October 1993 to July 1998, he served in various
positions at Sybase, Inc., a software company, including Vice President,
International Law as well as Director of European Legal Affairs based out of
Sybase's Netherlands headquarters. From 1989 to 1993, Mr. Teichmann was
Assistant General Counsel handling legal matters in Asia-Pacific, Japan, Canada
and Latin America for Tandem Computers Corporation, a computer company.
Mr. Teichmann holds a B.A. degree in Political Science from Trinity College, an
M.A.L.D. degree in Law & Diplomacy from the Fletcher School of Law & Diplomacy
and a J.D. degree from the University of Hawaii School of Law.
8
<PAGE>
EXECUTIVE COMPENSATION
OFFICER COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid for services rendered to GRIC in all capacities during the years ended
December 31, 1997, 1998 and 1999 by (i) GRIC's chief executive officer,
(ii) the four other most highly compensated executive officers other than the
chief executive officer who earned at least $100,000 and were serving as
executive officers as of December 31, 1999 and (iii) any other executive
officers who earned at least $100,000 but were no longer serving as executive
officers as of December 31, 1999 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
----------------------- UNDERLYING ALL OTHER
YEAR SALARY ($) BONUS ($) OPTIONS COMPENSATION ($)
-------- ---------- ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Dr. Hong Chen........................ 1999 206,077 79,400 -- --
President and Chief Executive 1998 180,551 -- -- --
Officer
1997 119,425 156,250 -- --
Lynn Y. Liu.......................... 1999 211,192 -- -- --
Senior Vice President, Corporate 1998 160,490 -- -- --
Development 1997 107,500 26,583 -- --
Philip M. Sakakihara(1).............. 1999 200,000 160,000(2) 26,785 --
Senior Vice President, Engineering 1998 16,667 -- 178,571 --
and
Network Operations 1997 -- -- -- --
Joseph M. Zaelit(3).................. 1999 182,083 54,783 187,498 --
Senior Vice President, Finance and 1998 -- -- -- --
Administration and Chief Financial 1997 -- -- -- --
Officer
Christophe J. Culine(4).............. 1999 248,583 -- 53,571 --
Regional President, Europe, 1998 210,046 -- -- --
Americas
and Africa 1997 188,168 -- -- --
John Jacquay(5)...................... 1999 125,417 125,000 -- 89,750
Former President and Chief 1998 26,875 -- 428,570 --
Operating
Officer 1997 -- -- -- --
</TABLE>
- ------------------------
(1) Mr. Sakakihara joined GRIC in December 1998.
(2) Includes one time sign-on bonus of $100,000 and annual incentive bonus of
$60,000.
(3) Mr. Zaelit joined GRIC in January 1999.
(4) Mr. Culine's salary in 1999, 1998 and 1997 included $119,207, $100,046 and
$88,168 in commissions, respectively.
(5) Mr. Jacquay ceased to be a GRIC employee in July 1999. He remained as a
consultant through January 2000 and received consulting income in the amount
of $89,750 in 1999. None of the 428,570 shares subject to the option grant
made to him in 1998 had vested prior to his departure from GRIC.
9
<PAGE>
The following table sets forth further information regarding option grants
to each of the Named Executive Officers during 1999. In accordance with the
rules of the Securities and Exchange Commission, the table sets forth the
hypothetical gains or "option spreads" that would exist for the options at the
end of their respective ten-year terms. These gains are based on assumed rates
of annual compound stock price appreciation of 5% and 10% from the date the
option was granted to the end of the option terms.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED (#)(1) 1999 (%)(2) SHARE ($) DATE 5% 10%
- ---- -------------- ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dr. Hong Chen............ -- -- -- -- -- --
Lynn Y. Liu.............. -- -- -- -- -- --
Philip M. Sakakihara..... 26,785(5) 1.28 4.20 5/5/09 $ 156,263 $ 315,459
Joseph M. Zaelit......... 160,713(4) 7.68 2.80 2/11/09 1,015,997 1,884,353
26,785(5) 1.28 4.20 5/5/09 156,263 315,459
Christophe J. Culine..... 17,857(5) 0.85 4.20 5/5/09 104,178 210,310
35,714(6) 1.71 8.40 8/3/09 133,401 390,118
John Jacquay............. -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Options were granted under GRIC's 1997 Stock Option Plan.
(2) Based on an aggregate of 2,092,438 options granted by GRIC during 1999 to
employees of and consultants to GRIC, including the Named Executive
Officers.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant (ten years). It is calculated assuming that the fair
market value of the Common Stock on the date of grant appreciates at the
indicated annual rate compounded annually for the entire term of the option
and that the option is exercised and sold on the last day of its term for
the appreciated stock price.
(4) The shares vest over 50 months beginning from the Named Executive Officer's
hire date. Twenty percent of the shares vest after ten months and the
balance vest in equal installments over the succeeding 40 month period.
(5) The shares vest over 50 months beginning April 29, 1999.
(6) The shares vest over 50 months beginning August 3, 1999.
The following table sets forth the number of shares acquired upon the
exercise of stock options during 1999 and the number of shares covered by both
exercisable and unexercisable stock options held by each of the Named Executive
Officers at December 31, 1999. Also reported are values of unexercised
"in-the-money" options, which represent the positive spread between the
respective exercise prices of outstanding stock options and the fair market
value of our Common Stock on December 31, 1999 ($25.375 per share).
10
<PAGE>
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED ON --------------------------- ----------------------------
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Hong Chen......... -- -- -- -- -- --
Lynn Y. Liu........... -- -- -- -- -- --
Philip M.
Sakakihara.......... 17,857 $391,961 29,285 158,214 $ 655,110 $3,540,181
Joseph M. Zaelit...... 35,892 253,029 3,750 147,856 83,907 3,306,349
Christophe J.
Culine.............. -- -- 63,751 61,248 1,565,421 1,211,432
John Jacquay.......... -- -- -- -- -- --
</TABLE>
DIRECTOR COMPENSATION
Except for Mr. Peirce, the Chairman of the Board of Directors, no directors
currently receive any cash compensation from GRIC for their service as members
of the Board of Directors. Mr. Peirce's offer letter, dated July 22, 1999,
provides for an annual salary of $50,000 while serving as the Chairman of the
Board of Directors. Pursuant to his offer letter, Mr. Peirce was granted an
option to purchase 17,857 shares of Common Stock at $8.40 per share. This option
vests at a rate of 8.3% per month over twelve months and will be fully vested on
July 19, 2000.
During January 1999, under the terms of GRIC's 1997 Stock Option Plan,
options to purchase shares of Common Stock at $2.80 per share were also granted
to Dr. Yen-Son (Paul) Huang (39,285 shares), Stanley Meresman (28,571 shares)
and Roger Peirce (39,285 shares). All shares under these grants are immediately
exercisable, subject to GRIC's right to repurchase all unvested shares at the
exercise price in the event of any termination of employment of the respective
director. This right of repurchase expires as to 20% percent of the shares after
10 months and thereafter in equal installments over the succeeding 40 months.
In December 1999, under the terms of the 1999 Equity Incentive Plan, options
were granted to purchase 10,000 shares of Common Stock at $14.00 per share to
each of Dr. Ta-Lin Hsu, Kheng Nam Lee and Jozef Lernout, all of whom were
non-employee directors who has not previously received an option grant from
GRIC, in connection with their continued service as a member of the Board of
Directors. All shares under these grants are immediately exercisable, subject to
a right of repurchase at the exercise price. This right of repurchase expires as
to 20% percent of the shares after 10 months and thereafter in equal
installments over the succeeding 40 months.
Under GRIC's 1999 Equity Incentive Plan, non-employee directors who become a
member of GRIC's Board of Directors after December 14, 1999 are eligible to
receive an option to purchase 10,000 shares of Common Stock. In addition, under
the terms of GRIC's 1999 Equity Incentive Plan, immediately following the
Meeting and each subsequent annual meeting of GRIC's stockholders, each eligible
director will automatically be granted an additional option to purchase 7,500
shares of Common Stock if the director has served continuously as a member of
the Board of Directors for at least one year. All shares under these grants will
be immediately exercisable, subject to a right of repurchase at the exercise
price. For initial grants, the right of repurchase will expire as to 20% percent
of the shares after 10 months and thereafter in equal installments over the
succeeding 40 months. The right of repurchase for grants subsequent to an
initial grant will lapse in equal installments over 50 months.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee of the Board, consisting
of directors Huang and Meresman, was at any time during 1999 an officer or
employee of GRIC or any of its subsidiaries. No executive officer of GRIC served
during 1999 or serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on our
Board or
11
<PAGE>
our Compensation Committee. Dr. Chen participates in the discussions and
decisions regarding salaries and incentive compensation for all executive
officers of GRIC, except that Dr. Chen is excluded from discussions regarding
his own salary and incentive compensation.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "COMMITTEE") of the Board of Directors
currently consists of Dr. Yen-Son (Paul) Huang and Stanley J. Meresman, both of
whom are outside directors of GRIC. The Committee reviews and recommends to the
Board of Directors the compensation and benefits of all officers of GRIC and
establishes and reviews general policies relating to compensation and benefits
of employees of GRIC. The following is the report of the Committee describing
compensation policies and rationale applicable to GRIC's executive officers for
the fiscal year ended December 31, 1999. This Report of the Committee is
required by the Securities and Exchange Commission (the "SEC") and, in
accordance with the SEC's rules, will not be deemed to be part of or
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), or under the Securities Exchange Act of 1934,
(the "EXCHANGE ACT"), except to the extent that the Company specifically
incorporates this information by reference, and will not otherwise be deemed
"soliciting material" or "filed" under either the Securities Act or the Exchange
Act.
COMPENSATION PHILOSOPHY AND REVIEW
GRIC's executive compensation program is generally designed to align the
interests of executives with the interests of stockholders and to reward
executives for achieving corporate and individual objectives. The executive
compensation program is also designed to attract and retain the services of
qualified executives in the highly competitive Internet marketplace. Executive
compensation currently consists of a base salary, annual incentive plan,
long-term equity incentives, and other compensation and benefit programs
generally available to other employees.
The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code on the compensation paid to GRIC's executive officers.
Section 162(m) disallows a tax deduction for any publicly-held corporation for
individual compensation exceeding $1.0 million in any taxable year for any of
the executive officers, unless compensation is performance-based. In general, it
is the Committee's policy to qualify, to the maximum extent possible, its
executive's compensation for deductibility under applicable tax laws.
BASE SALARIES
Base salary levels for the Chief Executive Officer ("CEO") and other
executive officers are intended to compensate executives competitively within
the high-technology marketplace. Base salaries are determined on an individual
basis by evaluating each executive's scope of responsibility, past performance,
prior experience and data on prevailing compensation levels in relevant markets
for executive talent. Regarding the latter measure, certain companies included
in the peer group index of the stock performance graph are also included in
surveys reviewed by the Committee in determining salary levels for the CEO and
other executive officers of GRIC. Base salaries for executives are reviewed
annually by the Committee.
ANNUAL INCENTIVE PLAN
GRIC provides annual incentive bonuses for its executive officers as well as
other key management employees. The annual incentive plan is intended to provide
a direct link between management compensation and the achievement of corporate
and individual objectives. The level of bonus is based on a percentage of the
base salary for the executive officer for the year. At the beginning of each
year, GRIC sets certain corporate objectives (including financial performance
goals) and each individual executive officer sets his or her own personal
objectives to support the achievement of the corporate
12
<PAGE>
objectives. At the end of the year, performance is assessed and the level of
bonus payable, if any, is determined. Achievement of corporate objectives is
given more weight than achievement of personal objectives for purposes of
determining the annual bonus.
LONG-TERM EQUITY INCENTIVES
GRIC provides long-term equity incentives to its executive officers and to
all other employees through the grant of stock options under its stock option
plans. The purpose of granting stock options is to create a direct link between
compensation and the long term performance of GRIC. Stock options are generally
granted at an exercise price equal to 100% of the fair market value on the date
of grant, have a ten year term and generally vest in installments over
50 months. Because the receipt of value by an executive officer under a stock
option is dependent upon an increase in the price of GRIC's Common Stock, this
portion of the executives' compensation is directly aligned with an increase in
stockholder value. The primary stock options granted to executive officers are
generally granted in conjunction with the executive officer's acceptance of
employment with GRIC. When determining the number of stock options to be awarded
to an executive officer, the committee considers (i) the executive's current
contribution to GRIC's performance, (ii) the executive officer's anticipated
contribution in meeting GRIC's long-term strategic performance goals, (iii)
prior award levels, (iv) the executive's direct ownership of GRIC's Common
Stock, (v) the number of options vested and unvested, (vi) the options
outstanding as percentage of total shares outstanding and (vii) comparisons to
formal and informal surveys of executive stock option grants made by other
Internet and computer industry companies. The Committee also reviews stock
option levels for executive officers during the annual review of each officer in
light of long term strategic and performance objectives and each executive's
current and anticipated contributions to GRIC's future performance.
OTHER COMPENSATION
GRIC's executive officers are also eligible to participate in compensation
and benefit programs generally available to other employees, including GRIC's
Employee Stock Purchase Plan. In addition, from time to time, executive officers
have received sign-on bonuses or other bonuses based on extraordinary effort.
CEO COMPENSATION
Dr. Hong Chen is President, Chief Executive Oficer and a member of the Board
of Directors. The Committee reviews Dr. Chen's compensation annually using the
same criteria and policies as are employed for other executive officers and
makes recommendations to the Board of Directors. Dr. Chen does not have an
employment agreement with GRIC. The Committee recommended, and the Board of
Directors approved, an increase in Dr. Chen's base salary from $180,551 in
fiscal year 1998 to $206,077 in fiscal year 1999, together with a target annual
incentive payment equal to 40% of base salary. This decision was based on a
variety of factors, including the increasing scope and responsibility of the CEO
office and comparisons of CEO compensation levels for companies of similar size
and maturity. The Committee also focused on the performance of GRIC during the
1998 fiscal year in setting compensation for the 1999 fiscal year.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Dr. Yen-Son (Paul) Huang, Chairman
Stanley J. Meresman
13
<PAGE>
PERFORMANCE GRAPH
The stock price performance graph below is required by the SEC and shall not
be deemed to be incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act or
the Exchange Act, except to the extent GRIC specifically incorporates this
information by reference and shall not otherwise be deemed soliciting material
or filed under such acts.
The following graph shows a comparison of cumulative total stockholder
return, calculated on a dividend reinvested basis, for GRIC, the Nasdaq
Composite Stock Market Index (US) and the Chase H&Q Internet 100 Index. The
graph assumes that $100 was invested in the Company's Common Stock, the Nasdaq
Composite Stock Market (US) and the Chase H&Q Internet 100 Index from the date
of GRIC's initial public offering on December 15, 1999 through December 31,
1999. Note that historic stock price performance is not necessarily indicative
of future stock price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
GRIC COMMUNICATIONS, INC. NASDAQ STOCK MARKET (U.S.) CHASE H & Q INTERNET 100
<S> <C> <C> <C>
12/15/1999 100.00 100.00 100.00
12/31/1999 181.25 112.56 113.64
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL
RETURN
-------------------
12/15/99 12/31/99
-------- --------
<S> <C> <C>
GRIC COMMUNICATIONS, INC............................... 100.00 181.25
NASDAQ STOCK MARKET (U.S.)............................. 100.00 112.56
CHASE H&Q INTERNET 100................................. 100.00 113.64
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1999 to the present, there have been no (and there are no
currently proposed) transactions in which the amount involved exceeded $60,000
to which GRIC or any of its subsidiaries
14
<PAGE>
was (or is to be) a party and in which any executive officer, director, 5%
beneficial owner of the Common Stock or member of the immediate family of any of
the foregoing persons had (or will have) a pecuniary interest, except as
described in the Executive Compensation section above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires GRIC's directors and executive
officers, and persons who own more than 10% of the Common Stock ("10%
STOCKHOLDERS"), to file with the SEC initial reports of ownership on a Form 3
and reports of changes in ownership of our Common Stock and other equity
securities on a Form 4 or Form 5. Such executive officers, directors and 10%
Stockholders are required by SEC regulations to furnish GRIC with copies of all
Section 16(a) forms that they file. Based solely on its review of the copies of
such forms furnished to GRIC and written representations from the executive
officers and directors, GRIC believes that all of its executive officers,
directors and 10% Stockholders made all the necessary filings under
Section 16(a) during 1999, except as follows: Vertex Investment International
(I) Inc. (late Form 3 for beneficial ownership of stock), Kheng Nam Lee (late
Form 4 for purchase of stock) and Philip Sakakihara (late Form 5 reporting
option grant).
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's Proxy Statement and
form of proxy relating to the Company's annual meeting of stockholders to be
held in 2001 must be received by December 14, 2000. Stockholders wishing to
bring a proposal before the annual meeting for 2001 (but not include it in the
Company's proxy materials) must provide written notice of such proposal to the
Secretary of the Company at the principal executive offices of the Company no
later than February 27, 2001.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the Notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is intended that
proxies, in the form enclosed, will be voted in respect thereof in accordance
with the judgment of the persons voting such proxies.
BY ORDER OF THE BOARD OF DIRECTORS
[LOGO]
David L. Teichmann
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
Milpitas, California
April 14, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
15
<PAGE>
[LOGO]
GRIC COMMUNICATIONS, INC.
1421 MCCARTHY BLVD., MILPITAS, CALIFORNIA 95053
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. Hong Chen and Joseph M. Zaelit, and
each of them, as proxies of the undersigned, each with full power to appoint his
substitute, and hereby authorizes them to represent and to vote all the shares
of stock of GRIC Communications, Inc. which the undersigned is entitled to vote,
as specified on the reverse side of this card, at the Annual Meeting of
Stockholders of GRIC Communications, Inc. (the "MEETING") to be held on May 16,
2000 at 9:30 a.m., local time, at the DoubleTree Hotel, 2050 Gateway Place,
California 95110, and at any adjournment or postponement thereof.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES TO WHICH THIS PROXY RELATES
WILL BE VOTED AS SPECIFIED AND, IF NO SPECIFICATION IS MADE, WILL BE VOTED FOR
THE BOARD OF DIRECTOR NOMINEES AND FOR PROPOSAL 2, AND THIS PROXY AUTHORIZES THE
ABOVE DESIGNATED PROXIES TO VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF TO THE EXTENT AUTHORIZED BY RULE 14a-4(c) PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[See reverse side] (Continued and to be signed on reverse side)
<PAGE>
[X] Please mark votes as in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS:
1. ELECTION OF DIRECTORS.
NOMINEES: Roger L. Peirce Kheng Nam Lee
Dr. Hong Chen Lynn Y. Liu
Thomas Denys Stanley J. Meresman
Dr. Yen-Son (Paul) Huang
[ ] For [ ] Withhold
All From All
Nominees Nominees
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW:
--------------------------------------------------------------------------
2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
[ ] For [ ] Against [ ] Abstain
Please sign exactly as your name(s) appear(s) on this Proxy. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign this Proxy. If shares of stock are held of record by a
corporation, this Proxy should be executed by the president or vice president
and the secretary or assistant secretary. Executors, administrators or other
fiduciaries who execute this Proxy for a deceased stockholder should give their
full title. Please date this Proxy.
[ ] Mark here if you plan to attend the meeting
[ ] Mark here for address change and note below
Signature:__________________________ Date: _________________
Signature:__________________________ Date: _________________
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
