0001053374-14-000008.txt : 20140429 0001053374-14-000008.hdr.sgml : 20140429 20140428205316 ACCESSION NUMBER: 0001053374-14-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140428 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140429 DATE AS OF CHANGE: 20140428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPASS INC CENTRAL INDEX KEY: 0001053374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931214598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50327 FILM NUMBER: 14791015 BUSINESS ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6502324100 MAIL ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 8-K 1 compplan.htm FORM 8-K Comp Plan


UNITED STATES
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): April 24, 2014
                        
 
iPass Inc.
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
 
000-50327
 
93-1214598
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
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.
2014 Executive Bonus Plan
On April 24, 2014, the Compensation Committee of the Board of Directors of iPass approved the performance metrics for the iPass 2014 Executive Bonus Plan (the “Plan”).
Annual salary and target bonuses under the Plan for iPass’ “named executive officers” are as set forth below:
 
Officer
 
Title
 
Annual
Base
Salary
 
Annual
Target
Bonus
Evan L. Kaplan
 
President and Chief Executive Officer
 
$
450,000

 
$
300,000

Karen Willem
 
Senior Vice President & Chief Financial Officer
 
$
300,000

 
$
150,000

Christophe Culine
 
Senior Vice President & General Manager, Enterprise Business
 
$
250,000

 
$
250,000

Barbara M. Nelson
 
Senior Vice President & Chief Technology Officer
 
$
225,000

 
$
100,000

June Bower
 
Chief Marketing Officer
 
$
270,000

 
$
140,000

The Plan functions as follows:
The Plan consists of the corporate performance metric(s) as described below.
 
Corporate Performance Metrics
 
Annual
Weighting
 
Target
Metric
 
 
 
Annual
Cap
Total Open Mobile Revenue
 
100
%
 
Quarterly
 
 
 
150
%
 
Definitions
Total Open Mobile Revenue – means the total amount of Open Mobile revenue for the quarter (consistent with how iPass calculates and reports this revenue metric in its public filings).
Adjusted EBITDA - means the adjusted EBITDA as reported by iPass in its quarterly earnings reports, as further adjusted to remove the impact of foreign exchange gains and/or losses.
Bonus Payments
The Plan focuses entirely on Total Open Mobile Revenue. Each quarter is worth 25% of the executive’s Annual Target Bonus. The bonus percentage achieved each quarter will be equal to the Total Open Mobile Revenue for the quarter as a percentage of a pre-determined quarterly target. Each quarter, for the bonus to be earned, the company must meet or exceed certain Adjusted EBITDA requirements. The bonus will be paid quarterly and the total bonus earned for the quarter is capped at 100%. Each quarter, attainment below a preset floor will result in no bonus earned. However, in the event that the Total Open Mobile Revenue for the calendar year meets or exceeds certain pre-determined annual targets, the executive will receive an annual true-up.
Change of Control
In addition, in the event of a change of control of iPass during 2014, Total Open Mobile Revenue will be considered at no less than 100% of the bonus target, unless the bonus target has already exceeded 100% in the quarter(s) completed.





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.
 
 
 
 
iPass Inc.
 
 
By:
 
/s/ Karen Willem
Name:
 
Karen Willem
Title:
 
Senior Vice President and Chief Financial Officer
Dated: April 28, 2014