UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): February 9, 2006
iPass Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50327
(Commission
File Number)
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93-1214598
(IRS Employer
Identification No.) |
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3800 Bridge Parkway, Redwood Shores, California
(Address of principal executive offices)
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94065
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Executive Officer Compensation Change
On February 9, 2006, the Compensation Committee of iPass Inc. increased the cash compensation of
Joel Wachtler, iPass’ Vice President, Marketing and Strategy, to an annual base salary of $200,000,
with an annual target bonus of $100,000.
2006 Annual Executive Management Bonus Plan
On February 9, 2006, the Compensation Committee of iPass Inc. approved the performance metrics for
the first quarter of 2006 for iPass’s Annual Executive Management Bonus Plan (the “Plan”). The
performance metrics for the remaining quarters of 2006 are yet to be established. Each quarter
stands on its own.
The Plan functions as follows:
Each Executive Officer is a participant in the Plan, and has an annual target bonus. Quarterly
target bonuses are 25% of the annual target bonuses. Quarterly target bonuses for 2006 are as
follows:
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| Officer |
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Title |
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Quarterly Target Bonus |
Kenneth D. Denman
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Chairman and CEO |
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$ |
37,500 |
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Roy Albert
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Chief Technology Officer
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$ |
25,000 |
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John Charters
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Chief Operating Officer
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$ |
30,000 |
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Anurag Lal
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Senior Vice President, Business Development
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$ |
30,000 |
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Bruce K. Posey
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Senior Vice President, Gen. Counsel andCorp. Sec.
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$ |
25,000 |
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John P. Thuma
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Vice President, Sales Integration
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$ |
31,250 |
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Frank E. Verdecanna
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Vice President and Chief Financial Officer
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$ |
25,000 |
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Joel B. Wachtler
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Vice President, Marketing and Strategy
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$ |
25,000 |
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Target bonus is paid out 20% based on individual objectives, and 80% on corporate objectives, with
the exception of Mr. Denman. Mr. Denman’s bonus is based 100% on corporate objectives.
With respect to the corporate objectives portion of the bonus, the target bonus is paid out based
on how iPass performs on a quarterly basis against established performance metrics. These
performance metrics are: broadband revenues (including mobile data); new services revenues
(including Endpoint Policy Management, FlexConnect); total iPass revenues; non-GAAP earnings per
share; and contract minimum commitments. Each performance metric is given a weighting, and they
all add up to 100%. 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.
Board Cash Compensation
On February 9, 2006, the Board of Directors, upon the recommendation of the Nominating and
Corporate Governance Committee of iPass Inc., revised the cash compensation of the non-employee
members of the Board as follows:
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Annual cash retainer: |
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$ |
20,000 |
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Board meeting fees:* |
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$ |
1,000 |
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Committee meeting fees:* |
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$ |
1,000 |
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Committee Chairman retainer: |
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$ |
5,000 |
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* represents no change from prior compensation