form8kbonusplan.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 18, 2009
______________
iPass
Inc.
(Exact
name of Registrant as specified in its charter)
______________
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3800
Bridge Parkway, Redwood Shores,
California 94065
(Address of principal executive
offices)(Zip Code)
(650)
232-4100
(Registrant’s
telephone number, including area code)
______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
18, 2009, the Compensation Committee of the Board of Directors of iPass Inc.
approved the iPass 2009 Annual Executive Management Bonus Plan (the “Plan”), as
well as the performance metrics for the Plan for each quarter of 2009. Each
quarter stands on its own, except as described below.
Annual
target bonuses under the Plan for 2009 for the iPass principal executive
officer, principal financial officer, and other executive officer that appeared
in the compensation table of the iPass proxy statement filed for its 2008 Annual
Meeting of Stockholders remained unchanged from 2008 (other than with respect to
Mr. Kaplan, whose annual target bonus was established and disclosed when he
joined iPass in November 2008) are as follows:
Officer
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Title
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Annual
Target Bonus
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Evan
Kaplan
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Chairman
and CEO
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$
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250,000
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John
Charters
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Chief
Operating Officer
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$
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150,000
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Frank
E. Verdecanna
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Vice
President and Chief Financial Officer
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$
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100,000
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The Plan
functions as follows:
Quarterly
target bonuses are 25% of the annual target bonuses for Mr. Kaplan, and for
Messrs. Charters and Verdecanna for the first quarter, and 20% of annual target
bonuses for Messrs. Charters and Verdecanna for the second through fourth
quarters. Target bonus is paid out based 100% on corporate objectives, other
than with respect to Messrs. Charters and Verdecanna for the second through
fourth quarters, for which 20% of target bonus is determined by personal
objectives. The target bonus is calculated and paid out based on how
iPass performs on a quarterly basis against established amounts of company
performance metrics. These performance metrics are as follows:
· broadband
revenues;
· total
iPass revenues;
· non-GAAP
operating expenses (as reported by iPass); and
· contract
monthly order value.
“Contract
monthly order value” means the contracted value of the monthly financial
obligation of the customer which includes all services, fees and
products (excluding revenues from fixed broadband
hardware, Mobile Data cards and one-time fees).
Each
company performance metric is given an equal weighting. In the event the target
metric is met, target bonus is paid out at 100% of that component of the bonus.
A lower and an upper boundary is also set on each side of each target metric. In
the event only the lower boundary is met, target bonus is paid out at 50% of
that component of the bonus. No payment is made for performance under the lower
boundary. In the event the upper boundary is met, target bonus is paid out at
150% of that component of the bonus. Performance between the boundaries and
target levels are paid based on a straight-line calculation. Above the upper
boundary, additional bonus is paid on a straight-line
basis.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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iPass
Inc.
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By:
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/s/
Frank Verdecanna
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Name:
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Frank
Verdecanna
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Title:
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Vice
President and Chief Financial Officer
(Principal
Financial Officer)
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Dated:
April 3, 2009