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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/15/04  GoRemote Inte..Communications/Inc DEF 14A     5/19/04    1:27                                     Merrill Corp/New/- FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material              HTML    216K 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

April 15, 2004

To Our Stockholders:

        You are cordially invited to attend the 2004 annual meeting of stockholders of GRIC Communications, Inc., a Delaware corporation, to be held at the Sheraton San Jose Hotel, 1801 Barber Lane, Milpitas, California, on Wednesday, May 19, 2004, at 10:00 a.m., local time.

        The matters we expect to act upon at the meeting are described 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,
	David L. Teichmann Senior Vice President, General Counsel and Secretary

GRIC COMMUNICATIONS, INC.

1421 McCarthy Blvd.
Milpitas, California 95035

   
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 Sheraton San Jose Hotel, 1801 Barber Lane, Milpitas, California, on Wednesday, May 19, 2004 at 10:00 a.m., local time, for the following purposes:

1.

To elect nine members of the Board of Directors, each to serve until the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation, death or removal. GRIC's Board of Directors intends to present the following nominees for election as directors:

Dr. Hong Chen
Bharat Davé
James J. Goodman
Roderick C. McGeary
Olof Pripp
Walter Sousa
Tom Thimot
Gerald Wright
Joseph M. Zaelit

2.

To ratify the appointment of Ernst &Young LLP as GRIC's independent auditors for 2004.



3.

To approve a proposal to amend the Company's Certificate of Incorporation to change the name of the Company to GoRemote Internet Communications, Inc.



4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        These 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, 2004 (the "Record Date") are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

	BY ORDER OF THE BOARD OF DIRECTORS
	David L. Teichmann Senior Vice President, General Counsel and Secretary

Milpitas, California
April 15, 2004

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.

GRIC COMMUNICATIONS, INC.

1421 McCarthy Blvd.
Milpitas, California 95035

   
PROXY STATEMENT
2004 ANNUAL MEETING OF STOCKHOLDERS

April 15, 2004

        The accompanying proxy is solicited on behalf of the Board of Directors of GRIC Communications, Inc., a Delaware corporation (the "Company", "GRIC", "we" or "us"), for use at our annual meeting of stockholders to be held at the Sheraton San Jose Hotel, 1801 Barber Lane, Milpitas, California, on Wednesday, May 19, 2004, at 10:00 a.m., local time. Only stockholders of record at the close of business on March 31, 2004 will be entitled to vote at the meeting. At the close of business on the record date, we had 40,685,418 shares of common stock outstanding and entitled to vote and no shares of Series A preferred stock outstanding. 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 15, 2004. Our 2003 annual report on Form 10-K is enclosed with this proxy statement.

        Our principal executive offices are located at 1421 McCarthy Blvd., Milpitas, California 95035. Our telephone number at that location is (408) 955-1920.

   
VOTING RIGHTS AND SOLICITATION OF PROXIES

        Each share of our common stock and our Series A preferred stock outstanding on the record date is entitled to one vote on each matter to which such share is entitled to vote.

        Our certificate of incorporation currently provides for the election of directors as follows: The holders of the Series A preferred stock, voting as a separate series, are entitled to elect a specified number of directors in certain circumstances. However, if the total number of outstanding shares of Series A preferred stock is less than 25% of the number of shares of Series A preferred stock originally issued by us, then such holders are not entitled to elect any directors, voting as a separate class. As of the record date, there were no shares of Series A preferred stock outstanding. Thus, no Series A preferred stock director nominations may be made at our 2004 annual stockholders meeting

        The holders of record of our common stock outstanding on the record date, voting as a separate class, are entitled to elect all directors not entitled to be elected by the holders of Series A preferred stock. Thus, only holders of record of our common stock will elect the directors at our 2004 annual stockholders meeting.

        The presence at the meeting, in person or by proxy, of the holders of a majority of the total voting power of the shares of our stock outstanding on the record date, on an as-converted basis, will constitute a quorum for the purposes of voting on each item of business.

        The nine directors to be elected 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. Approval of Proposal 2 requires the affirmative vote of the majority of shares of all stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Approval of Proposal 3 requires the affirmative vote of a majority of the outstanding shares of all stock 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 and Proposal 3.

        Brokers who hold shares for the accounts of their clients may vote such shares either as directed by their clients or, in the absence of such direction, in their own discretion if permitted by the stock exchange or other organization of which they are members. Members of the New York Stock Exchange are permitted to vote their clients' proxies in their own discretion as to certain "routine" proposals, such as all of the proposals to be voted on at the meeting. If a broker votes shares that are not voted by its clients for or against a proposal, those shares are considered present and entitled to vote at the meeting, and will be counted towards determining whether or not a quorum is present. Those shares will also be taken into account in determining the outcome of all of the proposals. Although all of the proposals to be voted on at the meeting are considered "routine," where a proposal is not "routine," a broker who has received no instructions from its clients generally does not have discretion to vote its clients' unvoted shares on that proposal. When a broker indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as "broker non-votes." Those shares would be considered present for purposes of determining whether or not a quorum is present, but would not be considered entitled to vote on the proposal and would not be taken into account in determining the outcome of the non-routine proposal.

   
EXPENSES OF SOLICITATION

        The expenses of soliciting proxies to be voted at the meeting will be paid by GRIC. Following the original mailing of the proxies and other soliciting materials, we may also solicit proxies by mail, telephone, telegraph or in person. Following the original mailing of the proxies and other soliciting materials, we 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, upon the request of the record holders, we will reimburse such holders for their reasonable expenses.

   
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 (1) by a writing delivered to the Company (attention: David L. Teichmann) stating that the proxy is revoked, (2) by a subsequent proxy that is signed and dated by the person who signed the earlier proxy and is presented at the meeting or (3) 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.

   
GOVERNANCE OF THE COMPANY

        We believe that good corporate governance is an essential ingredient in ensuring that GRIC is managed for the long-term benefit of its stockholders. By having in place sound corporate governance principles, we help ensure that high standards of excellence, integrity and accountability are applied to all aspects of our business.

        During the past year, we have continued to review our corporate governance policies and practices and to compare them to those required or suggested by various authorities in corporate governance and the practices of other public companies. We have also continued to review the provisions of the Sarbanes-Oxley Act of 2002, the new rules of the Securities and Exchange Commission (the "SEC") and the new listing standards of The Nasdaq National Market (the "Nasdaq"). These principles are

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reflected in the structure and composition of our Board and Board Committees, and are reinforced by the GRIC Code of Business Conduct and Ethics, which applies to every employee and to each of our directors. You can access our current Code of Business Conduct at www.gric.com/investors. You may also obtain a copy by sending a request in writing to:

David L. Teichmann
Senior Vice President, General Counsel & Secretary
GRIC Communications, Inc.
1421 McCarthy Blvd.
Milpitas, California 95035

Consideration of Director Nominees

        The Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies are expected due to retirement or otherwise. The Nominating Committee uses a variety of methods for identifying and evaluating nominees for directorships, and includes requests to Board members and others for recommendations.

        Stockholder Nominations.    Stockholders may recommend, with timely notice, individuals for the Nominating Committee to consider as potential director candidates by submitting their names and background to the Nominating Committee, c/o Secretary, GRIC Communications, Inc., 1421 McCarthy Blvd., Milpitas, California 95035. The Nominating Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis (see "Stockholder Proposals"). Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, the Nominating Committee will evaluate nominees by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members.

        Director Qualifications.    The qualifications of recommended candidates are reviewed by the Nominating Committee. The criteria used by the Nominating Committee for considering candidates, including those recommended by stockholders, for inclusion in the Board's slate of recommended director nominees are reevaluated periodically. Currently the criteria include the candidate's skills, attributes, contribution to diversity, integrity, relevance of experience to our business, commitment, diligence, independence from conflict or direct economic relationship with the Company, ability to prepare for and attend meetings regularly and ability to act in the interests of all stockholders. The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. GRIC believes that the backgrounds and qualifications of the directors, considered as a group, should provide a balanced mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

        Identification and Evaluation of Nominees.    The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. In recommending director nominees to the Board, the Committee solicits candidate recommendations from its own members, other directors and management. It may also engage the services of, and pay the fees of, a professional search firm to assist it in identifying potential director nominees. The Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder. The Committee periodically assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Committee considers whether to fill those vacancies and, if so, considers various potential candidates for director. These candidates are evaluated against the current criteria at meetings of the Committee, and may be considered at any point during the year. As described above, the Committee will consider properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of the person(s) proposing a candidate, a stockholder

3

nominee will be considered by the Committee at a meeting of the Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Committee.

        The Board and the Committee each assessed the characteristics and performance of the individual directors currently standing for election to the Board at the 2004 Annual Meeting against the foregoing criteria. Upon completion of this evaluation process, the Nominating Committee reported to the full Board its conclusions and recommendations for nominations to the Board, and the Board nominated the 9 director nominees named in this Proxy Statement based on that recommendation.

        The Board makes the final determination whether or not a stockholder-recommended candidate will be included as a director nominee for election. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election as a director by the stockholders, the name will be included in GRIC's proxy statement and proxy card for the stockholders meeting at which his or her election is recommended.

Communications from Stockholders and Other Interested Parties

        The Board will give appropriate attention to written communications on issues that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Chairman of the Nominating Committee will, with the assistance of the Secretary, (1) be primarily responsible for monitoring communications from stockholders and other interested parties and (2) provide copies or summaries of such communications to the other directors as the Chairman considers appropriate.

        Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chairman of the Nominating Committee considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded to the Board of Directors.

        Stockholders may also provide informal feedback to those directors who attend our annual stockholders meetings. Although GRIC has not adopted a policy concerning attendance of Board members at our annual stockholders meetings, three of our directors attended our 2003 annual stockholders meeting.

        Stockholders and other interested parties who wish to send communications on any topic to the Board should address such communications to the Chairman of the Nominating Committee, c/o Secretary, GRIC Communications, Inc., 1421 McCarthy Blvd., Milpitas, California 95035.

Board Structure and Committees

        Dr. Hong Chen serves as Chairman of our Board. The Board held a total of nineteen (19) meetings during the fiscal year ending December 31, 2003, including fifteen (15) telephone conference meetings. Messrs. Goodman and Wright each attended fewer than 75% of the aggregate number of meetings of the Board and all committees of the Board on which he served (during the periods that he served). Mr. Goodman joined our Board on December 1, 2003. Mr. Wright attended 90% of the meetings of the Audit Committee, of which he is the Chairman. Each of the other incumbent directors attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which he served (during the periods that he served). The Board has determined that, as of the record date, a majority of the members of the Board are "independent directors" as defined by the Nasdaq listing standards: the Board has determined that Messrs. Goodman, McGeary, Pripp, Sousa, Thimot and Wright are independent and that Messrs. Chen, Davé and Zaelit are not independent.

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        Standing committees of the board include an Audit Committee, a Compensation Committee and a Nominating Committee. The board also currently has a Special Projects Committee.

Audit Committee

        Our Audit Committee assists the Board in fulfilling its responsibilities with respect to its oversight of:

•

the quality and integrity of our financial statements;



•

our compliance with legal and regulatory requirements;



•

the independent auditors' qualification and independence;



•

the performance of our independent auditors; and



•

the preparation of the report the SEC requires be included in our annual proxy statement.

        Messrs. McGeary, Wright and Zaelit are the members of the Audit Committee. Mr. Wright is the chairman of the Audit Committee. Mr. McGeary also currently serves on the audit committees of Cisco Systems, Inc. and DigitalThink, Inc. and Mr. Zaelit also currently serves on the audit committee of InterVideo, Inc. The Audit Committee met ten times during 2003. In addition, our Board of Directors has determined that each member of the Audit Committee is financially literate and that each of Messrs. McGeary, Wright and Zaelit has accounting and/or related financial management expertise as required under the Nasdaq rules.

        The Audit Committee operates under a written charter adopted by our Board of Directors. We recently revised our charter to make it consistent with the new SEC and Nasdaq requirements. The revised charter of the Audit Committee is attached as Appendix A, and is available on our web site at www.gric.com/investors. The Board of Directors has determined that, except for Mr. Zaelit, all the members of the Audit Committee are independent as defined in the Nasdaq's listing standards. Mr. Zaelit was our Senior Vice President, Finance and Administration and Chief Financial Officer until November 2001. In appointing Mr. Zaelit to the Audit Committee in 2001, our board determined that the appointment of Mr. Zaelit was in the best interests of GRIC and the stockholders, notwithstanding the fact that he was not an "independent director" as defined by the Nasdaq rules. As a result of the Nasdaq rule changes which will become applicable to the Company upon the conclusion of its 2004 stockholders meeting, Mr. Zaelit will not serve on the Audit Committee effective May 19, 2004. The Board intends to appoint Mr. Goodman to serve on the Audit Committee as Mr. Zaelit's successor.

        Our Board has designated Messrs. McGeary, Wright and Zaelit as "audit committee financial experts" in accordance with SEC requirements. The responsibilities of our Audit Committee and its activities during fiscal 2003 are described in the Report of the Audit Committee contained in this Proxy Statement.

        In discharging its duties, the Audit Committee:

•

reviews and approves the scope of the annual audit and the independent auditors' fees;



•

meets independently with our independent auditors and our senior management;



•

reviews the general scope of our accounting, financial reporting, annual audit and matters relating to internal control systems, as well as the results of the review of our interim financial statements and our annual audit, auditor independence issues and the adequacy of the Audit Committee charter; and



•

pre-approves all significant audit and non-audit services provided by the independent auditor.

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Compensation Committee

        Our Compensation Committee met three (3) times during our 2003 fiscal year and is comprised of Messrs. Zaelit, McGeary and Sousa. Mr. Zaelit is the chairman of the Compensation Committee. The Compensation Committee assists the Board with discharging its duties with respect to the formulation, implementation, review and modification of the compensation of our directors and officers, and the preparation of the annual report on executive compensation for inclusion in our proxy statement. The Compensation Committee:

•

reviews compensation for our executive officers; and



•

has authority to grant stock options under our 1999 Equity Incentive Plan, as amended, to employees and consultants (including officers and directors who are also our employees or consultants), including grants for new employees who join us through our acquisitions of other entities.

        The Board of Directors has determined that, except for Mr. Zaelit, all the members of the Compensation Committee are independent as defined in the Nasdaq's listing standards.

        The responsibilities of our Compensation Committee and its activities during fiscal 2003 are described in the Report of the Compensation Committee contained in this Proxy Statement. The Compensation Committee has not yet adopted a formal charter, but intends to do so during 2004.

Nominating Committee

        Our Nominating Committee consists of Messrs. Chen, Sousa and Zaelit. Mr. Chen is the Chairman. The Nominating Committee met one time in 2003. The Nominating Committee has the authority to recommend candidates to stand for election to our Board of Directors, including any nomination of qualified individuals submitted in writing by stockholders. The Nominating Committee has not yet adopted a formal charter, but intends to do so during 2004.

        The Nominating Committee has the authority to recommend candidates to stand for election to our Board of Directors, including any nomination of qualified individuals submitted in writing by stockholders. The purpose of the Nominating Committee is to:

•

identify individuals qualified to become Board members;



•

recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders; and



•

develop, maintain and recommend to the Board a set of corporate governance principles and oversee the evaluation of the Board.

        The Board of Directors has determined that Mr. Sousa is the only member of the Nomination Committee who is independent as defined in the Nasdaq's listing standards.

        For information relating to nominations of directors by our stockholders, see "Consideration of Director Nominees" above.

Special Projects Committee

        Messrs. Chen and Zaelit are the current members of the Special Projects Committee with Mr. Zaelit currently serving as the chairman. The Special Projects Committee examines and seeks financing and strategic venture opportunities for the Company.

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Director Compensation

        We have a compensation policy for non-employee members of our Board of Directors, pursuant to which Messrs. Chen, McGeary, Pripp, Sousa, Thimot and Wright are currently entitled to be paid for their services as directors.

        During 2003, our outside director compensation policy provided for reimbursement of expenses, stock option grants under our 1999 Equity Incentive Plan as described below, payment for in person attendance at Board meetings of $1,500 per meeting and payment for in person attendance at Board Committee meetings of $500 per meeting. During the one-year period following his resignation as our Chief Executive Officer on January 29, 2003, Dr. Chen received an annual salary of $100,000 for his services as Chairman.

        Under our 1999 Equity Incentive Plan, non-employee directors who joined the Board of Directors in 2003 were granted an option to purchase 10,000 shares of common stock when they first became a member of our Board of Directors. In addition, immediately following the 2003 annual meeting, each non-employee director was automatically granted an additional option to purchase 7,500 shares of common stock if they had served continuously as a member of the Board of Directors for at least one year. All shares under these grants are immediately exercisable, subject to a right or 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. For subsequent grants, the right of repurchase will lapse in equal installments over 50 months.

        In January 2004, our board amended the outside director compensation policy to provide for reimbursement of expenses, stock option grants under our 1999 Equity Incentive Plan as described below, payment for in person attendance at Board meetings of $2,000 per meeting and payment for in person attendance at Board Committee meetings of $1,000 per meeting. In addition, the non-employee Chairman, a position currently held by Dr. Chen, receives an annual retainer of $10,000 and receives payment of $4,000 and $2,000, respectively, for in person attendance at board meetings and committee meetings.

        Directors joining our Board of Directors after January 2004 will receive an option to purchase 35,000 shares of common stock when they first become a member of our Board of Directors. In addition, immediately following the 2004 annual meeting, each non-employee director will be automatically granted an additional option to purchase 15,000 shares of common stock if they have served continuously as a member of the Board of Directors for at least one year. All shares under these grants are immediately exercisable, subject to a right of repurchase at the exercise price. For these grants, the right of repurchase will expire as to forty percent of the shares one year after the grant date and thereafter will expire as to the balance of the shares on a pro rata basis each month over the succeeding thirty-six months.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

        At the meeting, stockholders will elect nine members of the Board of Directors, each to serve until the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation, death or removal.

        Our Board of Directors has nominated for election as directors each of the following persons to serve as directors until the next annual meeting of stockholders and until his successor has been duly elected and qualified or until such director's earlier resignation, death or removal: Dr. Hong Chen, Bharat Davé, James J. Goodman, Roderick C. McGeary, Olof Pripp, Walter Sousa, Tom Thimot, Gerald Wright and Joseph M. Zaelit.

        Our Board of Directors recommends a vote "for" each of the nine nominees. Shares represented by the accompanying proxy will be voted "for" the election of these nominees unless the proxy is marked in such a manner as to withhold authority so to vote. Our Board currently has nine members and 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 of the nominees has agreed to serve as a director if elected, and we are not aware of any nominee who will be unable to or for good cause will not serve as a director.

        The following table provides information concerning our director nominees:

(1)

Member of the Compensation Committee

(2)

Member of the Audit Committee

(3)

Member of the Special Projects Committee

(4)

Member of the Nominating Committee

(5)

Dr. Chen served as the Chief Executive Officer of GRIC until January 2003.

(6)

Mr. Zaelit served as the Chief Financial Officer of GRIC until November 2001.

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        Dr. Hong Chen, one of our co-founders, has served as our Chairman since July 2002. Dr. Chen served as Chief Executive Officer from our inception in 1994 until January 2003 and was our Chairman from 1994 to July 1999. From 1993 to 1994, Dr. Chen was Senior Consultant with TRW Financial Systems, a systems integrator. Dr. Chen holds a B.S. degree in Computer Science from Xian Jiaotong University and M.S. and PhD degrees in Computer Science from State University of New York at Stony Brook.

        Bharat Davé has served as our Chief Executive officer since July 2003, as Acting Chief Executive Officer from January 2003 to July 2003, as President since March 2001 and as Chief Operating Officer from September 2000 until June 2003. He has served as a director since October 2000. From October 1998 to September 2000, he was employed as President and CEO North America of Infineon Technologies Corporation, a manufacturer of semiconductor products. From 1988 to September 1998, he held a variety of positions at Siemens Business Communications Systems, Inc. Mr. Davé holds a B.S. degree in Electrical Engineering from the University of New Haven.

        James J. Goodman has served as a director since December 2003. He has served as President of Gemini Investors, a private equity firm, since 1993. From 1989 to 1993, Mr. Goodman was a Vice President of Berkshire Partners, a private equity firm. From 1984 to 1989 he was a consultant with Bain & Company, a management consulting firm. Mr. Goodman holds an A.B. degree in Economics, and M.B.A. and J.D. degrees from Harvard University.

        Roderick C. McGeary has served as a director since June 2003. He served as Chief Executive Officer of Brience Inc. from July 2000 to July 2002. From 1999 to June 2000, he served as President and Co-Chief Executive Officer of KPMG Consulting, Inc. From 1993 to 1998, he was employed by KPMG LLP, most recently as its Vice Chairman of Consulting. Mr. McGeary currently serves as a director of BearingPoint, Inc., formerly known as KPMG Consulting, Inc., a management consulting firm, Cisco Systems, Inc., a provider of Internet networking products, and DigitalThink, Inc., a custom e-learning company. Mr. McGeary holds a B.S. degree in Accounting from Lehigh University.

        Olof Pripp has served as a director since April 2004. He has served as a Partner of IBM Business Consulting Services SA in Geneva, Switzerland since October 2002. In this role, he has acted as the Global Relationship Partner for one of IBM's largest service accounts worldwide. From 1989 to September 2002, Mr. Pripp served in a variety of capacities at PwC Consulting, a management consulting firm, most recently as a Partner and Global Technology Industry Leader. Mr. Pripp holds a B.S. degree in Business Administration and Economics from Uppsala University in Sweden.

        Walter Sousa has served as a director since October 2003. He has served as Chairman of MediaRing Ltd since 1999. From September 1993 to September 1996, he served as Chairman and Chief Operating Officer of AT&T Asia Pacific. From January 1991 to August 1993, he served as Chief Operating Officer of Astec (BSR) PLC, a London Stock Exchange-listed company. Mr. Sousa holds a B.S. degree in Electrical Engineering from Santa Clara University and an M.A. degree in Public Administration from American University.

        Tom Thimot has served as a director since April 2004. He has served as Executive Vice President Worldwide Sales and Services of Netegrity, Inc. since September 2002. From February 2001 to June 2002, he served as President and Chief Operating Officer of Enigma. Between November 1994 and January 2001, he served in various positions at Oracle Corporation, most recently as Area Vice President for Central U.S. Sales. Prior to Oracle, Mr. Thimot held various consulting positions with PriceWaterhouseCoopers and Accenture. Mr. Thimot holds a B.S. degree in Mechanical Engineering from Marquette University.

        Gerald Wright has served as a director since 2001. Since February 2002, Mr. Wright has been Executive Vice President and Chief Financial Officer of Siemens Canada Limited. From October 1998 to January 2002, he served as Executive Vice President and Chief Financial Officer of Siemens

9

Corporation and from October 1996 to September 1998, he served in the same capacity with Siemens Business Communication Systems, Inc. Mr. Wright received an Industriekaufmann degree from the Chamber of Industry and Commerce of Nüremberg and studied Business Administration at the University of Buenos Aires.

        Joseph M. Zaelit has served as a director since 2001. From July 2002 to February 2003, Mr. Zaelit served as Executive Vice President, Finance and Administration and Chief Financial Officer of Celestry Design Technologies, Inc., an electronic design automation software and services company. From January 1999 to November 2001, he served as our Senior Vice President, Finance and Administration and Chief Financial Officer. 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 currently serves as a director of InterVideo, Inc., a digital video and audio software company. Mr. Zaelit holds a B.S. degree in Accounting and an M.B.A. degree from the University of Utah, and is a Certified Public Accountant licensed in California.

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.

Our Board of Directors recommends that the stockholders
vote "FOR" the election of each of the nominees listed above.

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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

        The Board of Directors has selected Ernst & Young LLP, independent auditors, to audit GRIC's financial statements for the year ending December 31, 2004, and recommends that the stockholders vote to ratify 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.

Fees for Professional Services by Independent Auditors

        During the fiscal years ended December 31, 2003 and December 31, 2002, respectively, the aggregate fees billed by Ernst & Young LLP, our independent auditors, for professional services were as follows:

(1)

Fees billed for professional services rendered by our independent auditor for the audit of our annual financial statements, the review of our quarterly financial statements included in our reports on Form 10-Q, the preparation of international statutory audits, and other services that generally only the independent auditor reasonably can provide in connection with statutory and regulatory filings. Includes fees for services provided by our independent auditor during the fiscal year ending December 31, 2003 and paid by us on behalf of Axcelerant, Inc. in connection with our acquisition of Axcelerant.

(2)

Fees for assurance and related services provided by our independent auditors that are traditionally performed by the independent auditor. These services generally include fees for due diligence related to mergers and acquisitions, accounting consultations, attest services that are not required by statute and consultation concerning financial accounting and reporting standards

(3)

Fees for tax compliance, tax advice and tax planning services. Tax compliance and preparation services include preparation of original and amended tax returns, claims for refunds and tax payment-planning services. Other tax services include tax advice, tax consultation and tax planning services outside of the scope of tax compliance and preparation, as well as other items.

(4)

Subscription fees paid to our independent auditors to access their on-line information service and other products and services other than those described in above in footnotes (1), (2) and (3).

Audit Committee Pre-Approval Policy

        Our Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditor and management are required to periodically report to our Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis.

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        The Audit Committee considered whether the non-audit services rendered by Ernst & Young LLP were compatible with maintaining Ernst & Young LLP's independence as auditors of our financial statements and concluded that they were. The Audit Committee pre-approved 100% of the fees billed to GRIC by Ernst & Young LLP.

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.

Our 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, 2004.

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PROPOSAL NO. 3—AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
GOREMOTE INTERNET COMMUNICATIONS, INC.

        The Board of Directors has unanimously adopted resolutions approving, declaring advisable and recommending adoption by the stockholders of an amendment to the Company's Certificate of Incorporation to change the name of the Company from GRIC Communications, Inc. to GoRemote Internet Communications, Inc.

        The Board of Directors believes that the change in name will assist in the marketing of the Company's brand and services as the proposed name more accurately reflects the Company's nature and serves to emphasize that the Company is a managed remote solutions company.

        If the name change is approved, current Company stock certificates will remain valid and no exchange of certificates will be required, unless and until the securities represented by the certificates are sold or transferred.

        Under Delaware law, the amendment to the Certificate of Incorporation would become effective upon stockholder approval and the filing of the amendment with the Secretary of State of the State of Delaware. The Amendment to the Certificate of Incorporation will be filed as soon as reasonably practicable after the approval of this proposal by the stockholders. If this proposal is approved, Article I of the Company's Certificate of Incorporation will be amended to read as follows:

        "The name of the corporation is GoRemote Internet Communications, Inc. (hereinafter called the "Company")."

        The affirmative vote of the holders of a majority of the common stock outstanding on the record date is required to adopt the proposed amendment to the Certificate of Incorporation. As a result, abstentions and broker non-votes are effectively equivalent to votes against this proposal. Unless otherwise instructed, properly executed proxies that are timely received and not subsequently revoked, but not marked, will be voted in favor of the proposed amendment to the Certificate of Incorporation.

Our Board of Directors recommends that the stockholders
vote "FOR" the approval of the proposed amendment to our Certificate of Incorporation.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information, as of March 31, 2004, with respect to the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) each director and director nominee of GRIC, (iii) each Named Executive Officer of GRIC (as defined below) and (iv) all current directors and executive officers of GRIC as a group. No shares of our Series A preferred stock were outstanding as of March 31, 2004.

*

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, 2004 are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below: (a) the persons and entities named in the table have sole voting power and investment power with respect to all shares beneficially owned, subject to community property laws where applicable and (b) the address of the persons and entities named in the table above for purposes herein is in care of GRIC Communications, Inc., 1421 McCarthy Blvd., Milpitas, CA 95035.

(2)

Includes 983,000 shares subject to options exercisable within 60 days of March 31, 2004. Does not include 189,414 shares held by Dr. Chen's spouse, Lynn Y. Liu.

(3)

Includes 10,000 shares subject to options exercisable within 60 days of March 31, 2004.

(4)

Includes 953,000 shares subject to options exercisable within 60 days of March 31, 2004 and 1,050 shares held of record by Neil Davé and 100 shares held by Jayesh Davé, each a son of Mr. Davé. Mr. Davé disclaims beneficial ownership of shares held by Jayesh Davé.

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(5)

Includes 1,000 shares held of record by Daniel Zaelit and 1,000 shares held of record by David Zaelit, each a son of Mr. Zaelit, and 354,592 shares subject to options exercisable within 60 days of March 31, 2004. Mr. Zaelit disclaims beneficial ownership of the shares held by each of Daniel Zaelit and David Zaelit.

(6)

Includes 200 shares held of record by each of Mr. Teichmann's two minor children and 213,647 shares subject to options exercisable within 60 days of March 31, 2004.

(7)

Includes 167,400 shares subject to options exercisable within 60 days of March 31, 2004.

(8)

Includes 93,800 shares subject to options exercisable within 60 days of March 31, 2004.

(9)

Includes 1,339 shares held by the Michael Andrew Silverman and Kim Shaelyn Silverman Trust, FBO The Silverman Trust u/a/d February 3, 2000.

(10)

Includes 17,500 shares subject to options exercisable within 60 days of March 31, 2004.

(11)

Includes 10,000 shares subject to options exercisable with in 60 days of March 31, 2004.

(12)

Includes 10,000 shares subject to options exercisable with in 60 days of March 31, 2004.

(13)

Includes 2,845,596 shares subject to options exercisable with in 60 days of March 31, 2004.

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EXECUTIVE OFFICERS

        The following table sets forth information with respect to persons who served as an executive officer as of March 31, 2004.

        Dr. Hong Chen, one of our co-founders, has served as our Chairman since July 2002. Dr. Chen served as Chief Executive Officer from our inception in 1994 until January 2003, as Chairman from 1994 to July 1999, and as President from July 1999 to March 2000. From 1993 to 1994, Dr. Chen was Senior Consultant with TRW Financial Systems, a systems integrator. Dr. Chen holds a B.S. degree in Computer Science from Xian Jiaotong University and M.S. and PhD degrees in Computer Science from State University of New York at Stony Brook.

        Bharat Davé has served as our Chief Executive officer since July 2003, as Acting Chief Executive Officer from January 2003 to July 2003, as President since March 2001 and as Chief Operating Officer from September 2000 until June 2003. He has served as a director since October 2000. From October 1998 to September 2000, he was employed as President and CEO North America of Infineon Technologies Corporation, a manufacturer of semiconductor products. From 1988 to September 1998, he held a variety of positions at Siemens Business Communications Systems, Inc. Mr. Davé holds a B.S. degree in Electrical Engineering from the University of New Haven.

        Kelly J. Anderson has served as our Senior Vice President, Worldwide Sales since January 2003. From July 2001 to December 2002, he served as a Managing Director of Tech West Ventures LLC, a private equity capital group specialized in technology investments. From 1979 to July 2001, he served in various positions at Nortel Networks, a global telecommunications equipment company, most recently as Sr. Vice President–Enterprise and Service Provider Applications Solutions Group from May 2000 to July 2001. Mr. Anderson holds a B.S. degree in Business Management from Pepperdine University.

        Daniel W. Fairfax has served as our Senior Vice President of Finance and Chief Financial Officer since February 2004. From March 2000 to June 2003 he served as Chief Financial Officer of Ironside Technologies, Inc., a privately-held developer of supplier-focused real-time integration and e-commerce application software. From November 1998 to December 1999, he served as Chief Financial Officer of ACTA Technology, a developer of data-warehousing and application integration software for enterprise resource planning-based business information and e-commerce applications. From June 1993 to November 1998, Mr. Fairfax served as Chief Financial Officer of privately held NeoVista Software, which provided scalable intelligent data mining software and related business intelligence applications for Global 2000 companies. Mr. Fairfax holds a B.A. degree in Economics from Whitman College and an M.B.A. degree from the University of Chicago, and is a Certified Public Accountant in California.

        Robert Fuggetta has served as our Senior Vice President, Worldwide Marketing since August 2003. From December 1998 to April 2000 and from December 2000 to August 2003, he was a Principal of Navitier Consulting Group, Inc., a marketing consulting services company. From May 2000 to November 2000, he served as Senior Vice President of Marketing for Genuity, Inc., a global Internet service provider. From December 1990 to November 1998, he was a partner at Regis McKenna, Inc., a

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technology marketing and communications firm. Mr. Fuggetta holds a B.A. degree in Government and Politics from the University of Maryland.

        Pete Sauerborn has served as our Vice President, Branch Office Solutions since December 2003, when we acquired Axcelerant, Inc. From June 2000 to November 2003, he served in various positions at Axcelerant, Inc., most recently as Senior Vice President. From September 1999 to May 2000, Mr. Sauerborn was Vice President Business Development at Vast Solutions, Inc., a start-up wireless provider and spinoff of Pagenet, Inc. At Pagenet, Inc., a paging company, he served as Vice President Product Marketing/Strategy from July 1998 to September 1999. From September 1995 to July 1998, Mr. Sauerborn was an Associate/Engagement Manager with McKinsey & Company, Inc., an international management consulting firm. Mr. Sauerborn holds a B.A. degree from Cal Poly San Luis Obispo and an M.B.A. degree from the University of Chicago.

        Michael A. Smart has served as our Senior Vice President, Operations, Engineering and Product Management since July 2003, as Vice President, Engineering and Product Management from July 2002 to July 2003, as Vice President and General Manager, Software Business Unit from January 2001 until July 2002 and as Vice President, Convergent Services Platform from November 2000 to December 2000. From 1998 to October 2000, he served in various positions with TCSI Corporation, most recently Vice President of Global Sales and Director of Product Marketing. From 1996 to 1998, Mr. Smart was Vice President and General Manager at Master Software, Inc., a systems integrator specializing in custom applications for the telecommunications industry. Mr. Smart earned his B.A. degree from San Diego State University, and an M.B.A. degree from St. Mary's College.

        David L. Teichmann has served as our Senior Vice President, General Counsel and Secretary since January 2002. From July 1998 to December 2001, he served as our Vice President, General Counsel and Secretary. From 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.

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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, 2001, 2002 and 2003 by our chief executive officer, our four other most highly compensated executive officers who earned at least $100,000 and were serving as executive officers as of December 31, 2003, and any other persons who served as executive officers during 2003 who, had such person served as an executive officer as of December 31, 2003, would have been one of our four most highly compensated executive officers (collectively, the "Named Executive Officers"). We do not grant stock appreciation rights and have no long-term compensation benefits other than stock options.

Summary Compensation Table

(1)

Mr. Anderson joined GRIC in January 2003.

(2)

Ms. Silverman resigned from the Company effective December 31, 2003.

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        The following table sets forth further information regarding option grants to each of the Named Executive Officers during 2003. 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's term.

Option Grants in 2003

(1)

Options were granted under our 1999 Equity Incentive Plan.

(2)

The shares vest monthly over 50 months, except that: (a) on December 31, 2004, options granted on April 22, 2003 to purchase 100,000, 30,000, 40,000 and 40,000 shares will vest in full for each of Bharat Davé, Kelly Anderson, Michael Smart and David Teichmann, respectively; (b) on December 31, 2004, options granted on December 18, 2003 to purchase 80,000, 26,000, 26,000 and 26,000 shares will vest in full for each of Bharat Davé, Kelly Anderson, Michael Smart and David Teichmann, respectively, and the balance of the shares granted on this date will vest monthly over the following 36 months; and (c) on January 29, 2004, options granted on March 11, 2003 to purchase 50,000 shares vested in full for Bharat Davé.

(3)

Based on an aggregate of 3,462,509 options granted by us during the fiscal year ended December 31, 2003 to our employees and consultants, including the Named Executive Officers.

(4)

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.

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        The following table sets forth the number of shares acquired upon the exercise of stock options during 2003, and the number of shares covered by both exercisable and unexercisable stock options held, by each of the Named Executive Officers at December 31, 2003. 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, 2003 ($5.36 per share).

   
Aggregate Option Exercises in 2003 and Year-End Values

        The following table sets forth certain information concerning the number and value at December 31, 2003 of unexercised options held by the Named Executive Officers. None of the Named Executive Officers exercised any stock options during fiscal 2003.