8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): January 22, 2013

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WEBSENSE, INC.

(Exact name of registrant as specified in its charter)

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Delaware (state or other jurisdiction of incorporation) 000-30093 (Commission File Number) 51-0380839 (I.R.S. Employer Identification No.)

10240 Sorrento Valley Road

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 320-8000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

__________________________________________

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:

¨ 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.

(d)    Appointment of Director to the Audit Committee of the Board of Directors

As previously disclosed, the Board of Directors (the "Board") of Websense, Inc. (the "Company") elected Charles M. Boesenberg to serve as a director effective January 13, 2013. On January 22, 2013, the Board appointed Mr. Boesenberg to serve as a member of the Audit Committee of the Board (the "Audit Committee") effective immediately. The Board determined that Mr. Boesenberg satisfies the independence requirements for Audit Committee members as set forth in the applicable listing standards of the Nasdaq Stock Market and that Mr. Boesenberg qualifies as an "audit committee financial expert" as defined in applicable Securities and Exchange Commission rules. The Board made a qualitative assessment of Mr. Boesenberg's level of knowledge and experience based on a number of factors, including his formal education and experience leading various technology companies, both as a senior executive and as a director. The Audit Committee is now composed of the following four directors: John Schaefer, Bruce Coleman, Gary Sutton and Charles Boesenberg.

(e)    Executive Bonus Programs

On January 22, 2013, the Compensation Committee (the "Committee") of the Board approved the terms of the 2013 Management Bonus Program (the "Management Bonus Program") applicable to the Chief Executive Officer (the "CEO"), non-sales executive vice presidents of the Company (the "EVPs"), non-sales senior vice presidents of the Company who are also executive officers ("Section 16 Officers") under Section 16 of the Securities Exchange Act of 1934, as amended (the "SVPs"), and non-sales vice presidents of the Company who are also Section 16 Officers (the "VPs"). The Committee also approved the terms of the 2013 EVP of Worldwide Sales Bonus Program (the "EVP Bonus Program," and together with the Management Bonus Program, the "Bonus Programs") applicable to the Executive Vice President of Worldwide Sales (the "Sales EVP") of the Company. Awards granted under the Bonus Programs shall be granted under the Company’s 2009 Equity Incentive Plan (the "Plan").

Under the Management Bonus Program, the CEO is eligible for a target bonus amount equal to 100% of his base salary paid during 2013, the EVPs are eligible for a target bonus amount equal to 75% of their respective base salaries paid during 2013, the SVPs are eligible for target bonus amounts equal to 50% of their respective base salaries paid during 2013, and the VPs are eligible for target bonus amounts equal to 30% of their respective base salaries paid during 2013 (collectively, the "Management Target Bonuses"). The actual amounts of the Management Target Bonuses earned are based on the Company’s achievement of certain performance goals established by the Committee near the beginning of the fiscal year and communicated in writing to each participant. The performance goals are related to (i) annual billings and (ii) annual non-GAAP operating income. 60% of each Management Target Bonus is earned if the Company meets its annual billings goal while the other 40% is earned if the Company meets its annual non-GAAP operating income goal. The two performance goals are measured independently and achievement of at least 80% of a goal is required for any payment of the portion of a Management Target Bonus that is based on achievement of that goal. At 80%, each participant earns 0% of the target payment for that goal, and at 110% or more, each participant earns 150% of the target payment for that goal. The bonus awards are prorated for goal achievement between 80% and 100% and between 100% and 110% of the annual billings goal or annual non-GAAP operating income goal on a straight line interpolation, and no additional payments are made for any achievement in excess of 110%. The Committee may reduce the bonus awards at its discretion.

Under the EVP Bonus Program, the Sales EVP is eligible for a target bonus amount equal to 100% of his base salary applicable for each fiscal quarter during 2013 (the "EVP Target Bonuses"). The actual amounts of the EVP Target Bonuses earned are based on the Company’s achievement of certain performance goals as determined by the Committee each fiscal quarter. The performance goals are established by the Committee near the beginning of the fiscal year and communicated in writing to the Sales EVP. The performance goals are related to (i) quarterly billings and (ii) quarterly non-GAAP operating income. 70% of each EVP Target Bonus is earned if the Company meets its applicable quarterly billings goal and 30% of each EVP Target Bonus is earned if the Company meets its applicable quarterly non-GAAP operating income goal. The two performance goals are measured independently and achievement of at least 80% of a goal is required for any payment of the portion of an EVP Target Bonus that is based on achievement of that goal. At 80%, the Sales EVP earns 0% of the target payment, and at 110% or more, the Sales EVP earns 150% of the target payment for that goal, except that an amount in excess of 150% of the target payment for the billings goal shall be paid for achievement of the billings goal above 110%. The EVP Target Bonuses are prorated for goal achievement between 80% and 100% and between 100% and 110% (and in the case of the billings goal, achievement above 110%) of a quarterly goal on a straight line interpolation. In no event, however, can the aggregate amount of the EVP Target Bonuses exceed $5,000,000, as provided in the Plan. No additional payments are made for achievement of the quarterly non-GAAP operating income goals in excess of 110%. The Committee may reduce the bonus awards at its discretion.

The foregoing summary of the Bonus Programs does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus Programs, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits

Exhibit Number	Description
10.1	2013 Management Bonus Program
10.2	2013 EVP of Worldwide Sales Bonus Program

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEBSENSE, INC.
Date: January 24, 2013	By:	/s/ Michael A. Newman
			Michael A. Newman
			Chief Financial Officer
			(principal financial accounting officer)

Exhibit Index

Exhibit Number	Description
10.1	2013 Management Bonus Program
10.2	2013 EVP of Worldwide Sales Bonus Program

EX-10.1

Exhibit 10.1

2013 Management Bonus Program

Bonus Calculation

The Chief Executive Officer (“CEO”) of Websense, Inc. (the “Company”) will be eligible for a target bonus of 100% of his annual salary, non-sales executive vice presidents of the Company (the “EVPs”) will be eligible for target bonuses of 75% of their respective annual salaries, non-sales senior vice presidents of the Company who are also executive officers (“Section 16 Officers”) under Section 16 of the Securities Exchange Act of 1934, as amended (the “SVPs”), will be eligible for target bonuses of 50% of their respective annual salaries, and non-sales vice presidents of the Company who are also Section 16 Officers (the “VPs,” and collectively with the CEO, the EVPs and the SVPs, the “Participants”) will be eligible for target bonuses of 30% of their respective annual salaries (collectively, the “Bonus Awards”). The Bonus Awards shall be granted under Section 6(c)(ii) of the Company's 2009 Equity Incentive Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan. Capitalized terms used herein but not defined shall have the same definitions as in the Plan.

The Bonus Awards are based upon the Company meeting its billings and/or operating income objectives determined by the Company's Compensation Committee (the “Committee”) near the beginning of each fiscal year (in accordance with Section 6(d) of the Plan) and communicated in writing to the each Participant.

Sixty percent (60%) of each Bonus Award is earned if the Company meets its annual billings objective and forty percent (40%) is earned if the Company achieves its annual operating income objective. Achievement of at least 80% of a Performance Goal is required for any payment of the portion of each Bonus Award that is based on achievement by the Company of such Performance Goal. Should the Company achieve at least 80% of its billings or operating income Performance Goals, bonuses for such Performance Goal will be paid at the applicable percentage of the target payment for that Performance Goal, with 80% performance equating to 0% payout for each Performance Goal. Should the Company achieve 110% or more of its billings or operating income Performance Goals, bonuses for that Performance Goal shall be paid at 1.5 times what the Participant would have been paid on target for that Performance Goal (such amount, the “Maximum Bonus Amount”). Bonus Awards are prorated for Performance Goal achievement between 80% and 100%, and between 100% and 110%, on a straight line interpolation.

Eligibility

If a Participant's employment by the Company is terminated for any reason during the Performance Period, such Participant will receive no Bonus Award for such Performance Period. If a Participant's employment by the Company is terminated for any reason other than gross misconduct after the close of the Performance Period but before the distribution of the Bonus Award payment, such Participant's Bonus Award amount will be paid in full.

Bonus Award amounts are based upon actual base salary paid during the Performance Period, exclusive of other payments or bonuses.

The Committee shall not have discretion to authorize payment of an amount in excess of any Participant's Maximum Bonus Amount and may only make a Bonus Award payment if the Committee determines that Performance Goals pre-selected for the Participant were fully satisfied. Notwithstanding the Committee's determination that the Performance Goals were fully satisfied, the Committee shall have the discretion to reduce each Bonus Award amount as it considers appropriate, including as a result of market conditions, personnel, new or different product offerings and/or corporate restructuring.

Eligibility to receive a Bonus Award under the Plan shall not confer upon any Participant any right with respect to continued employment by the Company or continued participation in the Plan. The Company reaffirms its at-will relationship with its employees and expressly reserves the right at any time to dismiss an employee free from any liability or claim for benefits pursuant to the Bonus Award or the Plan, except as provided under the Plan or other written plan adopted by the Company or written agreement between the Company and a Participant.

Award Payments

No later than 30 days after the end of the Performance Period, the Committee shall determine (i) whether the established Performance Goals were achieved and (ii) the amount, if any, of the Bonus Award which should be paid to each Participant. Payment of each Bonus Award amount shall be made within 30 days following the certification by the Committee that the Performance Goals and other criteria for payment were satisfied. Payroll and other taxes shall be withheld as determined by the Company.

Non-Transferability

Except as expressly provided by the Committee, the Bonus Awards payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, any such attempted action shall be void, and no such benefit shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of an employee or former employee. This section shall not apply to an assignment of a contingency or payment due (i) after the death of a Participant to the deceased individual's legal representative or beneficiary, or (ii) after the disability of a Participant to the disabled individual's personal representative.

EX-10.2

Exhibit 10.2

2013 EVP of Worldwide Sales Bonus Program

Bonus Calculation

The Executive Vice President of Worldwide Sales (the “Participant”) will be eligible for a target bonus of 100% of the Participant's salary applicable for each fiscal quarter during 2013 (collectively, the “Bonus Awards”). The Bonus Awards shall be granted under Section 6(c)(ii) of the Company's 2009 Equity Incentive Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan. Capitalized terms used herein but not defined shall have the same definitions as in the Plan.

The Bonus Awards are based upon the Company meeting its quarterly billings and/or operating income objectives determined by the Company's Compensation Committee (the “Committee”) after the conclusion of each quarter (in accordance with Section 6(d) of the Plan) and communicated in writing to the Participant.

Seventy percent (70%) of each Bonus Award is earned if the Company meets its quarterly billings objective and thirty percent (30%) is earned if the Company achieves its quarterly operating income objective. Achievement of at least 80% of a Performance Goal is required for any payment of the portion of each Bonus Award that is based on achievement by the Company of such Performance Goal. Should the Company achieve at least 80% of its billings or operating income Performance Goals, bonuses for such Performance Goal will be paid at the applicable percentage of the target payment for that Performance Goal, with 80% performance equating to 0% payout for each Performance Goal. Should the Company achieve 110% or more of its billings or operating income Performance Goals, bonuses for that Performance Goal shall be paid at 1.5 times what the Participant would have been paid on target for that Performance Goal; provided that an amount in excess of 1.5 times the target amount for the billings Performance Goal shall be paid if the Company achieves more than 110% of the billings Performance Goal; provided further, that in no event can the aggregate amount of the Bonus Awards paid to the Participant exceed $5,000,000 as provided in Section 6(c)(ii) of the Plan (such amount, the “Maximum Bonus Amount”). Bonus Awards are prorated for Performance Goal achievement between 80% and 100%, and between 100% and 110% (and in the case of the billings Performance Goal, achievement above 110%) on a straight line interpolation.

Eligibility

If Participant's employment by the Company is terminated for any reason during the Performance Period, Participant will receive no Bonus Award for such Performance Period. If Participant's employment by the Company is terminated for any reason other than gross misconduct after the close of the Performance Period but before the distribution of the Bonus Award payment, Participant's Bonus Award amount will be paid in full.

Bonus Award amounts are based upon base salary applicable for each quarter during the Performance Period, exclusive of other payments or bonuses.

The Committee shall not have discretion to authorize payment of an amount in excess of Participant's Maximum Bonus Amount and may only make a Bonus Award payment if the Committee determines that Performance Goals pre-selected for the Participant were fully satisfied. Notwithstanding the Committee's determination that the Performance Goals were fully satisfied, the Committee shall have the discretion to reduce each Bonus Award amount as it considers appropriate, including as a result of market conditions, personnel, new or different product offerings and/or corporate restructuring.

Eligibility to receive a Bonus Award under the Plan shall not confer upon Participant any right with respect to continued employment by the Company or continued participation in the Plan. The Company reaffirms its at-will relationship with its employees and expressly reserves the right at any time to dismiss an employee free from any liability or claim for benefits pursuant to the Bonus Award or the Plan, except as provided under the Plan or other written plan adopted by the Company or written agreement between the Company and Participant.

Award Payments

No later than 30 days after the end of the Performance Period, the Committee shall determine (i) whether the established Performance Goals were achieved and (ii) the amount, if any, of the Bonus Award which should be paid to Participant. Payment of each Bonus Award amount shall be made within 30 days following the certification by the Committee that the Performance Goals and other criteria for payment were satisfied. Payroll and other taxes shall be withheld as determined by the Company.

Non-Transferability

Except as expressly provided by the Committee, the Bonus Awards payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, any such attempted action shall be void, and no such benefit shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of an employee or former employee. This section shall not apply to an assignment of a contingency or payment due (i) after the death of Participant to the deceased individual's legal representative or beneficiary, or (ii) after the disability of Participant to the disabled individual's personal representative.