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IPAS > SEC Filings for IPAS > Form 8-K on 29-Apr-2014All Recent SEC Filings

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Form 8-K for IPASS INC


Change in Directors or Principal Officers

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
Annual salary and target bonuses under the Plan for iPass' "named executive
officers" are as set forth below:

                                                                 Annual            Annual
                                                                  Base             Target
Officer             Title                                        Salary             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.

                                  Annual       Target         Annual
Corporate Performance Metrics    Weighting     Metric           Cap
Total Open Mobile Revenue           100 %     Quarterly         150 %

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.

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