8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 13, 2007

WEBSENSE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	000-30093	#51-0380839
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

10240 Sorrento Valley Road, San Diego, CA	92121
(Address of Principal Executive Offices)	(Zip Code)

(858) 320-8000
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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 13, 2007, at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Websense, Inc. (the “Company”), the Committee approved the terms of the CEO Bonus Plan, the CFO Bonus Plan and the Officer Bonus Plan (the “Bonus Programs”) applicable to the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and vice presidents of the Company, respectively.

Under the CEO Bonus Plan, the CEO is eligible for a target bonus amount equal to 100% of his annual salary (the “CEO Target Bonus”).  The actual amount of the CEO Target Bonus earned by the CEO is based on the Company’s achievement of certain objectives established by the Committee or the Company’s Board of Directors near the beginning of the fiscal year which are related to (i) annual billings and (ii) operating income.  One-half of the CEO Target Bonus is earned if the Company meets its annual billings goal while the other half is earned if the Company meets its annual operating income goal.  Achievement of at least 90% of either the annual billings goal or the annual operating income goal is required for any payment of the portion of the CEO’s bonus that is based on achievement of such goal.  At 90%, the CEO earns 50% of the target payment, and at 110%  the CEO earns 150% of the target payment.  The CEO bonus amount is prorated for goal achievement between 90% - 110% of the annual billings goal or annual operating income goal, and no additional payments are made for any achievement in excess of 110%.  Additionally, the Committee or the Company’s Board of Directors has discretion to modify the bonus amount actually paid to the CEO between a range of 0% to 130% of the bonus amount otherwise payable, based upon the CEO’s achievement of certain individual performance goals.

Under the CFO Bonus Plan, the CFO is eligible for a target bonus amount equal to 50% of his annual salary (the “CFO Target Bonus”).  The actual amount of the CFO Target Bonus earned by the CFO is based on the Company’s achievement of billings and operating income targets.  For each half of the Company’s fiscal year in which the Company meets its budgeted billings and operating income targets, the CFO is eligible to receive one-third of the CFO Target Bonus (the “CFO Semi-Annual Bonus”).  One-third of each CFO Semi-Annual Bonus is earned if the Company meets its semi-annual billings goal and two-thirds of each CFO Semi-Annual Bonus is earned if the Company meets its semi-annual operating income goal.  At the end of the fiscal year, if the Company meets its annual billings goal and annual operating income goal, the CFO is eligible to receive the remaining one-third of the CFO Target Bonus, again split in a one-third/two-thirds manner. Achievement of at least 90% of a goal is required for any payment of the portion of the CFO’s bonus that is based on achievement of such goal.  At 90%, the CFO earns 50% of the target payment, and at 110%, the CFO earns 150% of the target payment.  The CFO bonus amount is prorated for goal achievement between 90% - 110% of a goal, and no additional payments are made for any achievement in excess of 110%.  Additionally, the Committee or the Company’s Board of Directors has discretion to modify the bonus amount actually paid to the CFO between a range of 0% to 130% of the bonus amount otherwise payable, based upon the CFO’s achievement of certain individual performance goals.

Under the Officer Bonus Plan, the Company’s vice presidents are typically eligible for a target bonus amount equal to 25% of their respective annual base salaries (the “Officer Target Bonus”).  The actual amount of the Officer Target Bonus earned by the vice president is based on the Company’s achievement of the billings and operating income targets.  For each half of the Company’s fiscal year in which the Company meets its budgeted billings and operating income targets, the vice presidents are eligible to receive an amount equal to 16.67% of their semi-annual base salary (the “Officer Semi-Annual Bonus”).  One-half of each Officer Semi-Annual Bonus is earned if the Company meets its semi-annual billings goal and one-half of each Officer Semi-Annual Bonus is earned if the Company meets its semi-annual operating income goal.  At the end of the fiscal year, if the Company meets its annual billings goal and annual operating income goal, the vice presidents are eligible to receive an amount equal to 8.33% of their annual base salary, again split in an even manner between meeting the billings goal and the operating income goal.  Achievement of at least 90% of a goal is required for any payment of the portion of a vice president’s bonus that is based on achievement by the Company of that goal.  At 90%, a vice president earns 50% of the target payment, and at 110%, a vice president earns 150% of the target payment.  A vice president’s bonus amount is prorated for goal achievement between 90% - 110% of a goal, and no additional payments are made for any achievement in excess of 110%.  Additionally, the Committee or the Company’s Board of Directors has discretion to modify the bonus amount actually paid to a vice president between a range of 0% to 130% of the bonus amount otherwise payable, based upon the vice president’s achievement of certain individual performance goals.

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, 10.2 and 10.3, respectively, of 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.

Number	Description
10.1	CEO Bonus Plan
10.2	CFO Bonus Plan
10.3	Officer Bonus Plan

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.

WEBSENSE, INC.

Date: March 19, 2007	/s/ Douglas C. Wride
	Douglas C. Wride
	Chief Financial Officer (principal financial
	and accounting officer)

INDEX TO EXHIBITS

Number	Description
10.1	CEO Bonus Plan
10.2	CFO Bonus Plan
10.3	Officer Bonus Plan

EX-10.1

Exhibit 10.1

CEO Bonus Plan

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.  This bonus is based upon the Company meeting its Billings and/or Operating Income objectives determined by the Company’s Board of Directors or its Compensation Committee near the beginning of each fiscal year.

Subject to discretionary adjustment, one-half of the bonus (50%) is earned if the Company meets its annual Billings objective and one-half is earned if  the Company achieves its annual Operating Income objective.  Achievement of at least 90% of a goal is required for any payment of the portion of the CEO’s bonus that is based on achievement by the Company of that goal.  Should the Company achieve 90% of its Billings or Operating Income goals, bonuses for that plan goal will be paid at half of the target payment for that goal.  Should the Company achieve 110% of its Billings or Operating Income goals, bonuses for that plan goal shall be paid at 1.5 times what the CEO would have been paid on target for that goal.  Bonuses amounts are prorated for goal achievement between 90% - 110%.

The Compensation Committee or Board of Directors has the discretion to adjust the bonus based upon whether the CEO meets individual objectives set for him by the Board of Directors. The bonus may be adjusted to be a percentage of the bonus, ranging from 0% - 130% based upon achievement of such performance objectives.

Eligibility

The CEO must be a current employee on the last day of the fiscal year to be eligible to receive a bonus.  Bonus amounts are based upon actual base salary paid during the period, exclusive of other payments or bonuses.

The Company reserves the right to change these terms from time to time as it feels necessary to accomplish its goals, including as a result of market conditions, personnel, new or different product offerings and/or corporate restructuring.

EX-10.2

Exhibit 10.2

CFO Bonus Plan

Bonus Calculation

The Chief Financial Officer (“CFO”) of Websense, Inc. (the “Company”) will be eligible for a target bonus of 50% of his annual salary.  This bonus is based upon the Company meeting its Billings and/or Operating Income objectives.

Subject to discretionary adjustment, each half of the Company’s fiscal year (January — June and July — December) in which the Company meets its budgeted Billings and/or Operating Income targets, the CFO is eligible to receive an amount equal to 33.33% of his semi-annual salary as a bonus.  One-third of the semi-annual bonus (11.11%) is earned if the Company meets its semi-annual Billings objective and two-thirds of the semi-annual bonus (22.22%) is earned if  the Company achieves its semi-annual Operating Income target.

Subject to discretionary adjustment, 16.67% of the CFO’s annual salary may be earned, again split one-third/two-thirds between the objectives, if the Company achieves its annual Billings and Operating Income targets.

Achievement of at least 90% of a goal is required for any payment of the portion of the CFO’s bonus that is based on achievement by the Company of that goal.  Should the Company achieve 90% of its Billings or Operating Income goals, bonuses for that plan goal will be paid at half of the target payment for that goal.  Should the Company achieve 110% of its Billings or Operating Income goals, bonuses for that plan goal will be paid at 1.5 times what the CFO would have been paid on target for that goal. Bonuses are prorated for goal achievement between 90% - 110%.

The Compensation Committee or Board of Directors has the discretion to adjust the bonus based upon whether the CFO meets individual objectives set for him by the Chief Executive Officer.  Bonuses may be adjusted by a percentage of the bonus, ranging from 0% - 130% based upon achievement of such performance objectives.

Eligibility

The CFO must be a current employee on the last day of the semi-annual period (June 30th and December 31st) to be eligible to receive a bonus for that half and must be a current employee on the last day of the fiscal year to be eligible to receive an annual bonus.  Bonus amounts are based upon actual base salary paid during the period, exclusive of other payments or bonuses.

The Company reserves the right to change these terms from time to time as it feels necessary to accomplish its goals, including as a result of market conditions, personnel, new or different product offerings and/or corporate restructuring.

EX-10.3

Exhibit 10.3

Officer Bonus Plan

Bonus Calculation

All vice presidents (“Participants”) of Websense, Inc. (the “Company”) not covered by another cash incentive compensation program will be eligible for a target bonus of 25% of their annual salary.  This bonus is based upon the Company meeting its Billings and/or Operating Income objectives.

Subject to discretionary adjustment, each half of the Company’s fiscal year (January — June and July — December) in which the Company meets its budgeted Billings and/or Operating Income targets, each Participant is eligible to receive an amount equal to 16.67% of their semi-annual salary as a bonus.  Half of the semi-annual bonus (8.335%) is earned if the Company meets its semi-annual Billings objective and the other half of the semi-annual bonus (8.335%) is earned if the Company achieves its semi-annual Operating Income target.

Subject to discretionary adjustment, an additional 8.33% of a Participant’s annual salary may be earned, again split evenly between objectives, if the Company achieves its annual Billings and Operating Income targets.

Achievement of at least 90% of a goal is required for any payment of the portion of the Participant’s bonus that is based on achievement by the Company of that goal.  Should the Company achieve 90% of its Billings or Operating Income goals, bonuses for that plan goal will be paid at half of the target payment for that goal.  Should the Company achieve 110% of its Billings or Operating Income goals, bonuses for that plan goal will be paid at 1.5 times what a Participant would have been paid on target for that goal.  Bonuses are prorated for goal achievement between 90% - 110%.

The Compensation Committee or Board of Directors has the discretion to adjust the bonus based upon whether the Participant meets individual objectives set for the Participant by the Participant’s manager.  Bonuses may be adjusted by a percentage of the bonus, ranging from 0% - 130% based upon achievement of such performance objectives.

Eligibility

Participants must be a current employee on the last day of the semi annual period (June 30th and December 31st) to be eligible to receive a bonus for that half and must be a current employee on the last day of the fiscal year to be eligible to receive an annual bonus.  Participants who start their employment during a period or are promoted into a Participant position must be employed for at least the full final quarter of the semi annual period or annual period to be eligible, and will have their bonus prorated accordingly.  Bonus amounts are based upon actual base salary paid during the period, exclusive of other payments or bonuses.

The Company reserves the right to change these terms from time to time as it feels necessary to accomplish its goals, including as a result of market conditions, personnel, new or different product offerings and/or corporate restructuring.