Filed
by the Registrant
|
T
|
Filed
by a Party other than the Registrant
|
o
|
T
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
o
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to § 240.14a-11(c) or §
240.14a-12
|
iPASS
INC.
|
(Name
of Registrant as Specified In Its
Charter)
|
T
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
1.
|
Title
of each class of securities to which transaction
applies:
|
2.
|
Aggregate
number of securities to which transaction
applies:
|
3.
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
4.
|
Proposed
maximum aggregate value of
transaction:
|
5.
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
6.
|
Amount
Previously Paid:
|
7.
|
Form,
Schedule or Registration Statement
No.:
|
8.
|
Filing
Party:
|
9.
|
Date
Filed:
|
4
|
|
10
|
|
16
|
|
17
|
|
19
|
|
20
|
|
21
|
|
22
|
|
22
|
|
23
|
|
36
|
|
46
|
|
47
|
|
47
|
|
1.
|
To
elect the three nominees for director named herein to hold office until
the 2012 Annual Meeting of
Stockholders.
|
|
2.
|
To
ratify the selection by the Audit Committee of the Board of Directors of
KPMG LLP as the independent registered public accounting firm of iPass for
its fiscal year ending December 31,
2009.
|
|
3.
|
To
consider and vote upon an amendment to iPass’ Certificate of Incorporation
to declassify the Board of
Directors.
|
|
4.
|
To
conduct any other business properly brought before the
meeting.
|
Important
Notice Regarding the Availability of Proxy Materials for the Stockholders’
Meeting to Be Held on _______, 2009, at 9:00 a.m. local time at
___________.
|
The
proxy statement and annual report to stockholders
|
are
available at ____________.
|
By
Order of the Board of Directors
|
|
/s/ Evan L. Kaplan | |
Evan
L. Kaplan
|
|
President
and Chief Executive Officer
|
You
are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting, please complete, date, sign and
return the enclosed WHITE proxy card, or vote over the telephone or the
internet as instructed in these materials, as promptly as possible in
order to ensure your representation at the meeting. A return
envelope (which is postage prepaid if mailed in the United States) has
been provided for your convenience. Even if you have voted by
proxy, you may still vote in person if you attend the
meeting. Please note, however, that if your shares are held of
record by a broker, bank or other nominee and you wish to vote at the
meeting, you must obtain a WHITE proxy card issued in your name from that
record holder.
|
If
you have any questions about your voting of shares, please contact the
iPass proxy solicitors, MacKenzie Partners, Inc., toll free at (800)
322-2885 or by e-mail at ipass@mackenziepartners.com.
|
|
·
|
Election
of the three nominees for director named herein to hold office until the
2012 Annual Meeting of
Stockholders.
|
|
·
|
Ratification
of KPMG LLP as the independent registered public accounting firm of iPass
for its fiscal year ending December 31,
2009.
|
|
·
|
Amendment
to iPass’ Certificate of Incorporation to declassify the Board of
Directors.
|
|
·
|
To
vote in person, come to the annual meeting and we will give you a ballot
when you arrive.
|
|
·
|
To
vote using the WHITE proxy card, simply complete, sign and date the
enclosed WHITE proxy card and return it promptly. If you return
your signed WHITE proxy card to us before the annual meeting, we will vote
your shares as you direct.
|
|
·
|
To
vote over the telephone, dial toll-free _________ using a touch-tone
phone and follow the recorded instructions. You will be asked
to provide the company number and control number from the enclosed WHITE
proxy card. Your vote must be received by 11:00 p.m., Pacific
Daylight Time on ______, 2009 to be
counted.
|
|
·
|
To
vote on the Internet, go to ____________ to complete an electronic proxy
card. You will be asked to provide the company number and
control number from the enclosed WHITE proxy card. Your vote
must be received by 11:00 p.m., Pacific Daylight Time on ______, 2009 to be
counted.
|
|
·
|
You
may submit another properly completed WHITE proxy card with a later
date. In
addition, a later-dated gold proxy card validly executed and timely
submitted to Foxhill would also revoke a prior proxy
granted.
|
|
·
|
You
may send a written notice that you are revoking your proxy to our
Corporate Secretary at 3800 Bridge Parkway, Redwood Shores, CA
94065.
|
|
·
|
You
may attend the annual meeting and vote in person. Simply
attending the meeting will not, by itself, revoke your proxy.
|
|
·
|
In
May 2008, iPass’ stockholders amended our Bylaws and adopted a majority
vote standard for non-contested director elections. Under our
Bylaws, a plurality vote standard applies to contested director
elections. Therefore, for Proposal No. 1, the election of the
three nominees for director, the three nominees receiving the most “For”
votes (among votes properly cast in person or by proxy) will be
elected. Broker non-votes will have no
effect.
|
|
·
|
To
be approved, Proposal No. 2 ratifying KPMG LLP as the independent
registered public accounting firm of iPass for fiscal year ending December
31, 2009 must receive a “For” vote from the majority of shares present and
entitled to vote either in person or by proxy. If you “Abstain”
from voting, it will have the same effect as an “Against”
vote. Broker non-votes will have no
effect.
|
|
·
|
To
be approved, Proposal No. 3, our Board’s proposal to declassify our Board,
must receive a “For” vote from at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the outstanding shares of the
capital stock of iPass entitled to vote generally in the election of
directors. If you “Abstain” from voting, it will have the same
effect as an “Against” vote. Broker non-votes will have no
effect.
|
·
|
On
March 13, 2008, Foxhill sent a letter to Mr. Denman requesting
that iPass commence a sale process and set up an independent committee to
review such process.
|
·
|
On
May 23, 2008, Foxhill sent a letter to Mr. Spies requesting
permission to attend a meeting of the Board of Directors and to express
Foxhill’s thoughts on issues relating to
iPass.
|
·
|
On
May 28, 2008, Foxhill sent a letter to Mr. Spies requesting the
voting results of the 2008 annual meeting of stockholders be
published.
|
·
|
On
June 2, 2008, three of our directors, Messrs. Spies, Clapman and McConnell
(the latter is now a former director) spoke with Mr. Weiner of Foxhill by
telephone during which Mr. Weiner expressed his views regarding matters
concerning the company’s performance and actions he would like to see
taken.
|
·
|
On
June 25, 2008, Foxhill sent a letter to Mr. Spies requesting,
among other things, permission to attend a meeting of the Board of
Directors to express Foxhill’s views regarding
iPass.
|
·
|
On
July 21, 2008, Foxhill filed a Schedule 13D with the Securities Exchange
Commission (the “SEC”) disclosing that Foxhill had acquired more than 5%
of iPass’ outstanding shares.
|
·
|
On
September 18, 2008, Neil Weiner sent a letter to Mr. Spies expressing
Foxhill’s views on our Board of Directors and requesting that we
immediately commence a sale
process.
|
·
|
On
December 9, 2008, Messrs. Kaplan, Beletic and Verdecanna met with Mr.
Weiner of Foxhill in Redwood Shores, CA, and discussed Foxhill’s views on
the current status of the company.
|
·
|
On
December 30, 2008, Foxhill sent a letter to Mr. Posey, iPass’ then General
Counsel, announcing Foxhill’s intention to submit a stockholder
proposal.
|
·
|
On
January 12, 2009, iPass sent a letter to Foxhill suggesting revisions to
Foxhill’s stockholder proposal and supporting statement, to assist Foxhill
in bringing the proposal into compliance with the requirements of iPass’
Bylaws for including the proposal in iPass’ proxy statement for the Annual
Meeting.
|
·
|
On
January 23, 2009, Foxhill sent a letter to iPass revising its stockholder
proposal and supporting statement as suggested by
iPass.
|
·
|
On
February 26, 2009, Foxhill sent a letter to iPass advising that it would
be nominating its own slate of three directors and submitting its own
proxy statement, soliciting proxies to elect its director nominees and in
support of its stockholder
proposal.
|
·
|
On
March 4, 2009, Messrs. Kaplan and Verdecanna met with Mr. Weiner of
Foxhill in New York, NY, and discussed matters relating to the company
performance and future.
|
·
|
On
March 12, 2009, Foxhill sent a letter to iPass demanding, among other
records, a list of our stockholders. After discussions between
the parties respective counsel, iPass subsequently provided the list of
stockholders.
|
·
|
On
April 7, 2009, Foxhill sent a letter to iPass expressing its view
regarding certain actions taken by
iPass.
|
·
|
On
April 9, 2009, Foxhill filed a preliminary proxy statement with the
SEC.
|
·
|
On
April 14, 2009, counsel to iPass contacted counsel to Foxhill informing
them that iPass would be filing its preliminary proxy statement with the
SEC seeking stockholder approval of the declassification of our Board of
Directors, that Foxhill’s stockholder proposal was therefore moot, and
requesting that Foxhill withdraw the
proposal.
|
·
|
After
subsequent discussions, on April 16, 2009, Foxhill sent a letter to iPass
withdrawing the stockholder
proposal.
|
·
|
On
April 17, 2009, iPass filed a preliminary proxy statement with the
SEC.
|
·
|
On
April 22, 2009, Foxhill filed an amended preliminary proxy statement with
the SEC, omitting the stockholder
proposal.
|
Name
|
Audit
|
Compensation
|
Corporate Governance and
Nominating
|
|||
Kenneth
D. Denman(1)
|
||||||
Evan
L. Kaplan
|
||||||
A.
Gary Ames
|
X
|
X*
|
||||
John
D. Beletic(2)
|
X
|
X
|
||||
Peter
G. Bodine
|
X
|
|||||
Peter
C. Clapman
|
X
|
|||||
Stanley
P. Gold(3)
|
||||||
Michael
J. McConnell(4)
|
X
|
X
|
||||
Arthur
C. Patterson(5)
|
X*
|
|||||
Olof
Pripp(6)
|
X
|
|||||
Allan
R. Spies
|
X*
|
X
|
*
|
Committee
Chairperson
|
(1)
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
(2)
|
Mr.
Beletic resigned as Chairperson of the Compensation Committee in November
2008.
|
(3)
|
Mr.
Gold was appointed to the Board of Directors on May 29,
2008.
|
(4)
|
Mr.
McConnell resigned from the Board of Directors effective October 31,
2008.
|
(5)
|
Mr.
Patterson was appointed Chairperson of the Compensation Committee in
November 2008.
|
(6)
|
Mr.
Pripp is not standing for reelection at this Annual
Meeting.
|
|
·
|
meeting
regularly to review and evaluate compensation
matters;
|
|
·
|
evaluating
the Chief Executive Officer’s recommendation regarding the amount and form
of compensation for other executive
officers;
|
|
·
|
analyzing
third party survey data in connection with establishing the amount and
form of the Chief Executive Officer’s compensation;
and
|
|
·
|
analyzing
third party survey data in connection with evaluation of compensation
matters.
|
|
1.
|
From
our main Web page, first click on
“Investors.”
|
|
2.
|
Next,
click on “Corporate Governance.”
|
|
3.
|
Then,
click on “Code of Conduct.”
|
|
4.
|
Finally,
click on “Code of Conduct and
Ethics.”
|
Audit
Committee
|
|
Allan
R. Spies, Chairman
|
|
A.
Gary Ames
|
|
Olof
Pripp
|
Fee Category
|
Fiscal 2008
Fees
|
Fiscal 2007
Fees
|
||||||
Audit
Fees
|
$
|
1,190,000
|
$
|
1,225,000
|
||||
Audit-Related
Fees
|
—
|
—
|
||||||
Tax
Fees
|
—
|
—
|
||||||
All
Other Fees
|
—
|
—
|
||||||
Total
Fees
|
|
$
|
1,190,000
|
|
|
$
|
1,225,000
|
|
Name
|
Age
|
Position
|
||
Evan
L. Kaplan
|
49
|
President
and Chief Executive Officer
|
||
Frank
E. Verdecanna
|
38
|
Vice
President and Chief Financial Officer
|
||
John
C. Charters
|
47
|
Chief
Operating Officer
|
||
Jayendra
Patel
|
52
|
Senior
Vice President, Product Development
|
|
|
|
|
|
Beneficially
Owned (Including the Number of Shares Shown in the First
Column)
|
|
||||||
Name
and Address of Beneficial Owner
|
|
Shares Issuable Pursuant to Options
Exercisable Within
60 Days of March 1,
2009
|
|
|
Shares
|
|
|
Percent
|
|
|||
Evan
L. Kaplan
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
Kenneth
D. Denman(1)
|
|
|
—
|
|
|
|
2,528,300
|
|
|
|
4.0
|
%
|
John
Charters
|
|
|
345,000
|
|
|
|
388,100
|
|
|
|
*
|
|
Bruce
K. Posey(2)
|
|
|
244,430
|
|
|
|
422,063
|
|
|
|
*
|
|
Frank
Verdecanna
|
|
|
174,375
|
|
|
|
223,600
|
|
|
|
*
|
|
Joel
Wachtler(3)
|
290,000
|
|
|
|
338,800
|
|
|
|
*
|
|||
Arthur
C. Patterson(4)
|
|
|
225,000
|
|
|
|
495,480
|
|
|
|
*
|
|
Peter
G. Bodine(5)
|
|
|
225,000
|
|
|
|
261,523
|
|
|
|
*
|
|
A.
Gary Ames
|
|
|
225,000
|
|
|
|
235,000
|
|
|
|
*
|
|
John
D. Beletic(6)
|
|
|
368,000
|
|
|
|
432,000
|
|
|
|
*
|
|
Allan
R. Spies
|
|
|
225,000
|
|
|
|
241,667
|
|
|
|
*
|
|
Olof
Pripp
|
|
|
75,000
|
|
|
|
95,000
|
|
|
|
*
|
|
Peter
C. Clapman
|
|
|
60,000
|
|
|
|
75,000
|
|
|
|
*
|
|
Stanley
P. Gold(7)
|
|
|
30,000
|
|
|
|
6,135,169
|
|
|
|
9.8
|
%
|
Robert
J. Majteles
|
—
|
—
|
*
|
|||||||||
Royce
& Associates LLC(8)
|
|
|
—
|
|
|
|
3,666,917
|
|
|
|
5.9
|
%
|
Entities
affiliated with Shamrock Partners Activist Value Fund,
L.L.C.(9)
|
|
|
—
|
|
|
|
6,095,169
|
|
|
|
9.7
|
%
|
Entities
affiliated with Foxhill Opportunity Master Fund, L.P.(10)
|
|
|
—
|
|
|
|
4,355,162
|
|
|
|
7.0
|
%
|
Entities
affiliated with WC Capital Management, LLC(11)
|
|
|
—
|
|
|
|
3,531,327
|
|
|
|
5.6
|
%
|
Entities
affiliated with Federated Investors, Inc.(12)
|
|
|
—
|
|
|
|
3,403,446
|
|
|
|
5.4
|
%
|
All
directors and executive officers as a group (16 persons)
|
|
|
—
|
|
|
|
12,056,139
|
|
|
|
18.5
|
%
|
*
|
Less
than one percent (1%).
|
(1)
|
Includes
2,375,300 shares held by the Kenneth D. Denman Revocable Trust. Mr. Denman
resigned as a director, officer and employee of iPass effective November
10, 2008.
|
(2)
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
(3)
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(4)
|
Includes
185,439 shares held by Ellmore C. Patterson Partners. ECPP
Managers, LLC is the General Partner of Ellmore C. Patterson Partners, and
Mr. Patterson is a member of the board of managers of ECPP Managers, LLC.
Does not include 187,667 shares held by the ACP Family Partnership, in
which members of Mr. Patterson’s immediate family hold a pecuniary
interest but over which Mr. Patterson holds no voting or investment
power. Mr. Patterson disclaims beneficial ownership of all of
these shares except to the extent of his pecuniary interest
therein.
|
(5)
|
South
Fork Ventures holds 18,327 shares. Mr. Bodine is a Managing
Member of South Fork Ventures. Mr. Bodine disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest
therein.
|
(6)
|
Includes
54,000 shares held in the name of John and Anne Partnership,
Ltd.
|
(7)
|
Funds
affiliated with Shamrock Partners Activist Value Fund, L.L.C., a Delaware
limited liability company (“Shamrock Partners”) hold 6,095,169
shares. Mr. Gold is the President and Chief Executive Officer
of Shamrock Partners. Mr. Gold disclaims beneficial ownership
of the shares held by Shamrock Partners except to the extent of his
pecuniary interest therein.
|
(8)
|
The
address for Royce & Associates, LLC is 1414 Avenue of the Americas,
New York, NY 10019. The data regarding the stock ownership of
Royce & Associates, LLC is as of December 31, 2008 from the Schedule
13G/A filed by Royce & Associates, LLC on January 26,
2009. Includes 3,526,917 shares held by Royce Low Priced Stock
Fund, an investment company registered under the Investment Company Act of
1940 and managed by Royce & Associates,
LLC.
|
(9)
|
Shamrock
Partners is the managing member of Shamrock Activist Value Fund GP,
L.L.C., a Delaware limited liability company (the “General Partner”),
which is the general partner of three funds which collectively own the
shares reported. Shamrock Partners has sole voting and
investment power with respect to all of such shares, the General Partner
has shared voting and investment power with respect to all of these
shares, and each of the funds has shared voting and investment power with
respect to the shares held by the respective funds. The address
for each of these Shamrock entities is 4444 Lakeside Drive, Burbank,
California 91505. The data regarding the stock ownership of Shamrock
Partners is as of November 3, 2008 from the Schedule 13D filed by Shamrock
Partners on November 4, 2008.
|
(10)
|
The
address for Foxhill Opportunity Master Fund, L.P. is c/o Foxhill Capital
Partners, LLC, 502 Carnegie Center, Suite 104, Princeton, NJ
08540. The data regarding the stock ownership of Foxhill
Opportunity Master Fund, L.P. is as of April 7, 2009 from the Schedule
13D/A filed by Foxhill Opportunity Master Fund, L.P. on April 8,
2009. Each
of Foxhill Opportunity Fund, L.P., Foxhill Opportunity Offshore Fund,
Ltd., Foxhill Capital (GP), LLC, Foxhill Capital Partners, LLC, and Neil
Weiner have direct or indirect control over Foxhill Opportunity Master
Fund, L.P., and therefore may be deemed to have, together with Foxhill
Opportunity Master Fund, L.P., sole voting and investment power over the
4,166,862 shares beneficially owned by Foxhill Opportunity Master Fund,
L.P. Also includes 83,000 shares held by Randall C. Bassett,
95,300 shares held by Kenneth H. Traub, and 10,000 shares held by Paul A.
Galleberg. Each of these three persons have sole voting and
investment power over the shares they hold. Each of the
entities listed above may be deemed a
group.
|
(11)
|
The
address for WC Capital Management, LLC is 300 Drake Landing Boulevard,
Suite 230, Greenbrea, CA 94904. The data regarding the stock
ownership of WC Capital Management, LLC is as of December 31, 2008 from
the Schedule 13G/A filed by WC Capital Management, LLC on February 13,
2009.
|
(12)
|
The
address for Federated Investors, Inc. is Federated Investors Tower,
Pittsburgh, PA 15222-3779. The data regarding the stock
ownership of Federated Investors, Inc. is as of December 31, 2008 from the
Schedule 13G filed by Federated Investors, Inc. on February 13,
2009.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of
Outstanding Options, Warrants and Rights
(a)
|
Weighted-Average Exercise Price of Outstanding
Options, Warrants and Rights
(b)
|
Number of
Securities Remaining Available for Future
Issuance Under Equity Compensation Plans (Excluding
Securities Reflected in
Column(a))
(c)
|
|||||||||
Equity
compensation plans approved by stockholders
|
7,121,401
|
$
|
5.39
|
11,975,693
|
||||||||
Equity
compensation plans not approved by stockholders
|
—
|
—
|
—
|
|||||||||
Total
|
|
|
7,121,401
|
|
$
|
5.39
|
|
|
|
11,975,693
|
|
Name
|
Fees Earned or Paid in Cash
($)(1)
|
Stock Awards
($)(2)(4)
|
Option Awards
($)(3)(4)
|
Total ($)
|
||||||||||||
A.
Gary Ames
|
$
|
70,000
|
$
|
6,569
|
$
|
59,493
|
$
|
136,062
|
||||||||
John
D. Beletic
|
$
|
94,692
|
$
|
6,569
|
$
|
65,534
|
$
|
166,795
|
||||||||
Peter
G. Bodine
|
$
|
48,000
|
$
|
6,569
|
$
|
59,493
|
$
|
114,062
|
||||||||
Arthur
C. Patterson
|
$
|
51,000
|
$
|
6,569
|
$
|
59,493
|
$
|
117,062
|
||||||||
Allan
R. Spies
|
$
|
84,000
|
$
|
17,669
|
$
|
59,493
|
$
|
161,162
|
||||||||
Olof
Pripp
|
$
|
41,000
|
$
|
6,569
|
$
|
74,381
|
$
|
121,950
|
||||||||
Michael
J. McConnell(5)
|
$
|
44,000
|
$
|
24,034
|
$
|
56,090
|
$
|
124,124
|
||||||||
Peter
C. Clapman
|
|
$
|
46,000
|
|
|
$
|
24,034
|
|
|
$
|
56,090
|
|
|
$
|
126,124
|
|
Stanley
Gold (6)
|
$
|
27,667
|
$
|
4,380
|
$
|
7,220
|
$
|
39,267
|
(1)
|
This
column reflects annual director retainer fees, annual committee chairman
retainer fees, Board of Directors’ meeting fees and committee meeting
fees.
|
(2)
|
The
dollar amount in this column represents the compensation cost for the year
ended December 31, 2008 of stock awards granted in and prior to
2008. These amounts have been calculated in accordance with
SFAS No. 123R ignoring the estimates of forfeiture and using
the Black-Scholes option-pricing model. Assumptions used in the
calculation of these amounts are included in footnote 2 to our audited
financial statements for the fiscal year ended December 31, 2008 included
in our Annual Report on Form 10-K.
|
(3)
|
The
dollar amount in this column represents the compensation cost for the year
ended December 31, 2008 of stock option awards granted in and prior to
2008. These amounts have been calculated in accordance with
SFAS No. 123R ignoring the estimates of forfeiture and using the
Black-Scholes option-pricing model. Assumptions used in the
calculation of these amounts are included in footnote 2 to our audited
financial statements for the fiscal year ended December 31, 2008 included
in our Annual Report on Form 10-K.
|
(4)
|
At
December 31, 2008, the following directors held stock options and shares
of restricted stock as follows:
|
Name
|
Number of Shares Underlying
Options
|
Number
of Shares Restricted Stock
|
||||||
Mr.
Ames
|
225,000
|
10,000
|
||||||
Mr.
Beletic
|
368,000
|
10,000
|
||||||
Mr.
Bodine
|
225,000
|
10,000
|
||||||
Mr.
Patterson
|
225,000
|
10,000
|
||||||
Mr.
Spies
|
225,000
|
16,667
|
||||||
Mr.
Pripp
|
75,000
|
20,000
|
||||||
Mr.
Clapman
|
60,000
|
15,000
|
||||||
Mr.
Gold(6)
|
30,000
|
10,000
|
(5)
|
Mr.
McConnell resigned from the Board of Directors effective October 31,
2008.
|
(6)
|
Mr.
Gold was appointed to the Board of Directors on May 29,
2008.
|
Name
|
Grant Date
|
Number of Shares of Stock
(#)
|
Number of Shares Underlying
Options
(#)(1)
|
Exercise or Base Price of Option Awards
($/Sh)
|
Grant Date Fair Value of Stock and Option
Awards
($)(2)
|
||||||||||
Mr.
Ames
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
Beletic (3)
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
11/06/08
|
—
|
200,000
|
$
|
1.70
|
$
|
120,280
|
|||||||||
Mr.
Bodine
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
Patterson
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
Spies
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
10,000
|
—
|
$
|
-
|
$
|
22,200
|
|||||||||
Mr.
Pripp
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
McConnell (4)
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
Clapman
|
5/29/08
|
—
|
15,000
|
$
|
2.22
|
$
|
18,299
|
||||||||
5/29/08
|
5,000
|
—
|
$
|
-
|
$
|
11,100
|
|||||||||
Mr.
Gold (5)
|
5/29/08
|
—
|
30,000
|
$
|
2.22
|
$
|
36,597
|
||||||||
5/29/08
|
10,000
|
—
|
$
|
-
|
22,200
|
(1)
|
All
shares subject to the options vest on the first anniversary of the date of
grant or, if earlier, on the date of the next annual meeting following the
date grant.
|
(2)
|
These
amounts have been calculated in accordance with SFAS No. 123R using the
Black-Scholes pricing model.
|
(3)
|
Mr.
Beletic received a grant of 200,000 options in connection with becoming
Chairman of the Board.
|
(4)
|
Mr.
McConnell resigned from the Board of Directors effective October 31,
2008.
|
(5)
|
Mr.
Gold was appointed to the Board of Directors on May 29,
2008.
|
Annual
cash retainer
|
|
$
|
20,000
|
|
Lead
independent director retainer
|
$
|
15,000
|
|
|
Committee
chairman annual retainer
|
|
$
|
5,000
|
|
Per
meeting board meeting fees
|
|
$
|
1,000
|
|
Per
meeting committee meeting fees
|
|
$
|
1,000
|
|
|
·
|
an
annual retainer of $80,000 per year (in lieu of the standard director
retainer). For 2008 the increase of $60,000 in retainer was pro rated for
2008.
|
|
·
|
a
stock option for 200,000 shares, with monthly vesting over three years for
so long as he remains Chairman, and with full vesting upon a change in
control (automatic grants under the Directors Plan, as defined and
described below, are suspended while he is acting as
Chairman);
|
|
·
|
meeting
fees equal to meeting fees provided to all other non-employee directors;
and
|
|
·
|
and
a per diem fee of $3,000 per day for days spent at iPass as independent
Non-Executive Chairman during his first three months in that capacity
(with a maximum of three days per month). In December 2008, the Board of
Directors modified the Chairman’s per diem arrangement to: 1) extend it
through March 31, 2009; and 2) change the 3 days per month to a
total of 6 days in the last two months of 2008 and a total of 9 days
during the first quarter of 2009.
|
|
·
|
grants
of stock options of 30,000 shares for initial grants, and 15,000 shares
for annual grants, and
|
|
·
|
restricted
stock awards of 10,000 shares for initial grants and 5,000 shares for
annual grants.
|
|
§
|
Compensation
programs must enable us to attract and retain talent from the internet
software and services industry and technology industries in
general;
|
|
§
|
Incentive
awards should be based on both financial results and strategic goals that
support the long-term business
objectives;
|
|
§
|
Incentive
programs should motivate the right behaviors and reward executive
officers based on results, not effort;
and,
|
|
§
|
The
compensation strategy should be straightforward and easy to understand to
facilitate clear communication of expectations to executive officers and
transparency with stockholders.
|
|
§
|
Input
on the individual performance of executive
officers;
|
|
§
|
Input
and advice on succession planning
considerations;
|
|
§
|
Recommendations
on the design and structure of quarterly incentive and long-term equity
incentive compensation;
|
|
§
|
Information
on recruiting and hiring trends and key employment statistics;
and,
|
|
§
|
Other
information as requested by the
Committee.
|
|
§
|
Evaluated
the competitive positioning of our executive officers’ base salaries,
annual incentive and long-term incentive compensation relative to our
primary peers and the broader
industry;
|
|
§
|
Advised
the Committee on Chief Executive Officer and other executive officer
target award levels within the long-term equity incentive program and, as
needed, on actual compensation actions, including the new hire
compensation package offered to Mr.
Kaplan;
|
|
§
|
Assessed
the alignment of company compensation levels relative to performance
of iPass against our primary peers and relative to our
articulated compensation
philosophy;
|
|
§
|
Briefed
the Committee on executive compensation trends among our peers and broader
industry;
|
|
§
|
Evaluated
the impact of our equity programs on annual share use, run rate and total
dilution and provided input on the reasonableness of alternative actions
related to outstanding and prospective equity
grants;
|
|
§
|
Supported
the Committee with its succession planning activities for the executive
officer group;
|
|
§
|
Evaluated
the current compensation arrangements for Directors and provided
recommendations for improving the alignment with competitive practices;
and,
|
|
§
|
Provided
ongoing advice as needed.
|
Performance Levels
|
Payout as % of Target
|
|||
Below
Threshold – Unacceptable performance
|
0 | % | ||
Threshold
Goal – Lower than expected performance
|
50 | % | ||
Target
– Expected performance
|
100 | % | ||
Upper
Goal – Exceptional performance
|
150 | % | ||
Above
Upper Goal – Exceptional and improbable performance
|
Uncapped
and Linearly Determined
|
Q1 & Q3
|
Q2 & Q4
|
|
Performance Measures
|
1) iPass revenues
2) Broadband revenues
3) Non-GAAP operating expenses
|
1) iPass revenues
2) Broadband revenues
3) Non-GAAP operating expenses
4) Contract monthly order
value
|
Weighting
|
All measures weighted
equally
|
Contract monthly order value weighted twice
as much as the other measures to reflect semi-annual
measurement
|
Cumulative 2008 Performance
Goals
|
Threshold
Goal
|
Target
Goal
|
Upper
Goal
|
Actual 2008 Results
|
||||||||||||
Revenues
|
$ | 203,000,000 | $ | 211,000,000 | $ | 219,000,000 | $ | 191,368,000 | ||||||||
Broadband
Revenues
|
103,770,900 | 115,301,000 | 126,831,100 | 103,711,380 | ||||||||||||
Non-GAAP
Operating Expenses
|
116,909,000 | 110,909,000 | 104,909,000 | 109,759,000 | ||||||||||||
Contract
Monthly Order Value
|
3,840,000 | 4,800,000 | 5,760,000 | 3,398,000 |
|
·
|
Monthly
reimbursement of up to $10,000 to cover reasonable temporary living
expenses for up to six months from the date of hire, subject to end upon
the close of a purchase of residence in the San Francisco Bay
Area;
|
|
·
|
An
additional payment to cover any tax liabilities associated with these
payments (Taxable Living Expenses
Gross-Up);
|
|
·
|
Reimbursement
for reasonable relocation expenses, subject to certain
conditions;
|
|
·
|
An
additional payment to cover any tax liabilities associated with these
payments (Taxable Relocation Expenses Gross-Up);
and
|
|
·
|
Up
to $12,000 to cover additional relocation expenses not covered
above.
|
|
·
|
Consistent
with the prior year, and for the same reasons, the Committee established
the financial metrics against which performance would be measured as
revenues, non-GAAP operating expenses, contract monthly order value and
broadband revenues, each weighted equally. All of the financial measures,
including contract monthly order value, will be measured on a quarterly
basis in 2009 to simplify administration. In addition, the broadband
revenue goal will focus exclusively on mobile broadband revenues in the
second through fourth quarters of the 2009. This change in emphasis better
reflects iPass’ near-term strategic
priorities.
|
|
·
|
The
bonus amounts will be based entirely on financial performance for the
first quarter of 2009, but will be shifted to 80% financial and 20%
personal performance for the second through fourth quarters of 2009,
except for the President and CEO, whose bonus will be based entirely on
company financial performance for all four quarters. The
Committee’s decision to incorporate the personal performance objectives
was based on input from Mr. Kaplan with the intent to focus the management
team on key strategic and operational goals that can be affected at the
individual level and which are critical to the execution of iPass’
business strategy. Since Mr. Kaplan is ultimately responsible for defining
the business strategy, the Committee believes that his performance should
be evaluated entirely based on the financial outcomes of this strategy,
rather than the achievement of the specific objectives that comprise
it.
|
Compensation
Committee:
|
|
Arthur
C. Patterson, Chairman
|
|
John
D. Beletic
|
|
Peter
G. Bodine
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Evan
L. Kaplan
|
2008
|
$ | 58,334 | — | $ | — | $ | 14,465 | $ | 40,082 | $ | 68,097 | (3 | ) | $ | 196,072 | |||||||||||||||||
President
and Chief
|
|||||||||||||||||||||||||||||||||
Executive
Officer
|
|||||||||||||||||||||||||||||||||
Kenneth
Denman
|
2008
|
$ | 325,319 | — | $ | 295,204 | (4) | $ | (37,331 | )(5) | $ | 111,317 | $ | 272,520 | (6 | ) |
$
|
967,029 | |||||||||||||||
President
and Chief
|
2007
|
$ | 350,000 | — | $ | 139,621 | $ | 362,362 | $ | 106,148 | $ | 7,623 | (7 | ) | $ | 965,754 | |||||||||||||||||
Executive
Officer*
|
2006
|
$ | 350,000 | — | $ | 42,889 | $ | 355,551 | $ | 103,792 | $ | 7,299 | (8 | ) | $ | 859,531 | |||||||||||||||||
Frank
Verdecanna,
|
2008
|
$ | 230,000 | — | $ | 48,253 | $ | 106,737 | $ | 44,828 | $ | 7,170 | (9 | ) | $ | 436,988 | |||||||||||||||||
Chief
Financial Officer
|
2007
|
$ | 230,000 | — | $ | 58,176 | $ | 119,344 | $ | 75,487 | $ | 7,881 | (10 | ) | $ | 490,888 | |||||||||||||||||
2006
|
$ | 214,375 | (11 | ) | — | $ | 17,875 | $ | 81,645 | $ | 73,461 | $ | 6,955 | (12 | ) | $ | 394,311 | ||||||||||||||||
John
Charters,
|
2008
|
$ | 270,000 | — | $ | 48,253 | $ | 174,240 | $ | 53,794 | $ | 16,330 | (13 | ) | $ | 562,617 | |||||||||||||||||
Chief
Operating Officer
|
2007
|
$ | 270,000 | — | $ | 58,176 | $ | 231,538 | $ | 89,535 | $ | 12,551 | (14 | ) | $ | 661,800 | |||||||||||||||||
2006
|
$ | 270,000 | — | $ | 17,875 | $ | 216,007 | $ | 86,076 | $ | 10,175 | (15 | ) | $ | 600,133 | ||||||||||||||||||
Bruce
K. Posey,
|
2008
|
$ | 250,000 | — | $ | 48,253 | $ | 103,803 | $ | 53,308 | $ | 8,219 | (16 | ) | $ | 463,583 | |||||||||||||||||
Senior
Vice President,
|
2007
|
$ | 250,000 | — | $ | 58,176 | $ | 130,020 | $ | 76,612 | $ | 6,123 | (17 | ) | $ | 520,931 | |||||||||||||||||
General Counsel and Secretary**
|
2006
|
$ | 250,000 | — | $ | 17,875 | $ | 121,099 | $ | 75,171 | $ | 2,361 | (18 | ) | $ | 466,506 | |||||||||||||||||
Joel
Wachtler,
|
2008
|
$ | 200,000 | — | $ | 48,253 | $ | 106,331 | $ | 45,053 | $ | 6,344 | (19 | ) | $ | 405,980 | |||||||||||||||||
Vice
President of
|
2007
|
$ | 200,000 | — | $ | 29,089 | $ | 165,541 | $ | 75,412 | $ | 6,820 | (20 | ) | $ | 476,862 | |||||||||||||||||
Marketing and Strategy***
|
2006
|
$ | 200,000 | — | $ | 18,649 | $ | 193,955 | $ | 71,315 | $ | 5,749 | (21 | ) | $ | 489,668 |
*
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
**
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
***
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(1)
|
The
dollar amounts in this column reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal years ended December
31, 2008, 2007, and 2006 in accordance with FAS 123(R), ignoring the
estimates of forfeiture, related to non-option awards and include amounts
from awards granted in and prior to 2008. Assumptions used in
the calculation of these amounts are included in footnote 2 to our audited
financial statements for the fiscal year ended December 31, 2008 included
in our Annual Report on Form 10-K.
|
(2)
|
The
dollar amount in this column represent the compensation cost for the years
ended December 31, 2008, 2007, and 2006 of stock option awards granted in
and prior to 2008. These amounts have been calculated in
accordance with SFAS No. 123R ignoring the estimates of forfeiture and
using the Black-Scholes option-pricing model. Assumptions used
in the calculation of these amounts are included in footnote 2 to our
audited financial statements for the fiscal year ended December 31, 2008
included in our Annual Report on Form
10-K.
|
(3)
|
Consists
of $45,331 for relocation assistance and temporary living expenses,
$21,378 for a tax gross-up adjusted for relocation assistance and
temporary living expenses, $1,313 contributed by us on behalf of Mr.
Kaplan to defined company benefit plan, and $75 for life insurance
premiums paid by us.
|
(4)
|
The
dollar amount includes an increase of $135,003 as a result of Mr. Denman's
accelerated vesting.
|
(5)
|
The
dollar amount includes a decrease of $256,677 as a result of Mr. Denman's
accelerated vesting.
|
(6)
|
Consists
of $262,500 in severance, $9,230 contributed by us on behalf of Mr. Denman
to defined company benefit plans, and $790 for life insurance premiums
paid by us.
|
(7)
|
Consists
of $6,656 contributed by us on behalf of Mr. Denman to defined company
benefit plans, $431 for life insurance premiums paid by us, and $536 for
reimbursement for home office related
expenses.
|
(8)
|
Consists
of $1,422 for reimbursement for home office related expenses, $5,465
contributed by us on behalf of Mr. Denman to defined company benefit
plans and $412 for life insurance premiums paid by
us.
|
(9)
|
Consists
of $6,900 contributed by us on behalf of Mr. Verdecanna to defined company
benefit plans and $270 for life insurance premiums paid by
us.
|
(10)
|
Consists
of $6,900 contributed by us on behalf of Mr. Verdecanna to defined company
benefit plans, $259 for life insurance premiums paid by us, and $722 for
reimbursement for home office related
expenses.
|
(11)
|
Mr. Verdecanna’s
salary increased to $230,000 as of August 16,
2006.
|
(12)
|
Consists
of $722 for reimbursement for home office related expenses; $5,986
contributed by us on behalf of Mr. Verdecanna to defined company
benefit plans and $247 for life insurance premiums paid by
us.
|
(13)
|
Consists
of $12,704 for reimbursement for commuting related expenses; $3,194
contributed by us on behalf of Mr. Charters to defined company benefit
plans and $432 for life insurance premiums paid by
us.
|
(14)
|
Consists
of $8,926 for reimbursement for commuting related expenses; $3,194
contributed by us on behalf of Mr. Charters to defined company benefit
plans and $431 for life insurance premiums paid by
us.
|
(15)
|
Consists
of $7,388 for reimbursement for commuting related expenses; $2,512
contributed by us on behalf of Mr. Charters to defined company
benefit plans and $275 for life insurance premiums paid by
us.
|
(16)
|
Consists
of $6,875 contributed by us on behalf of Mr. Posey to defined company
benefit plans and $1,344 for life insurance premiums paid by
us.
|
(17)
|
Consists
of $4,833 contributed by us on behalf of Mr. Posey to defined company
benefit plans and $1,290 for life insurance premiums paid by
us.
|
(18)
|
Consists
of $1,728 contributed by us on behalf of Mr. Posey to defined company
benefit plans and $633 for life insurance premiums paid by
us.
|
(19)
|
Consists
of $5,000 contributed by us on behalf of Mr. Wachtler to defined company
benefit plans and $1,344 for life insurance premiums paid by
us.
|
(20)
|
Consists
of $5,584 contributed by us on behalf of Mr. Wachtler to defined company
benefit plans and $1,236 for life insurance premiums paid by
us.
|
(21)
|
Consists
of $4,513 contributed by us on behalf of Mr. Wachtler to defined company
benefit plans and $1,236 for life insurance premiums paid by
us.
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other Stock Awards: Number of Shares of Stock
|
All
Other Option Awards: Number of Securities Underlying
|
Exercise
or Base Price of Stock and Option
|
Grant
Date Fair Value of Stock and Option
|
||||||||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)(1)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or
Units (#)
|
Options
(#)
|
Awards
($/Sh)
|
Awards
($)(2)
|
||||||||||||||||||||||||||||||
Kenneth
D.
|
2/12/08
|
$ | 75,000 | $ | 150,000 | (3) | |||||||||||||||||||||||||||||||||||
Denman*
|
2/12/08
|
22,500 | 45,000 | (4) | 45,000 | $ | 131,400 | ||||||||||||||||||||||||||||||||||
2/12/08
|
45,000 | (5) | $ | 131,400 | |||||||||||||||||||||||||||||||||||||
Evan
L.
|
11/6/08
|
$ | 125,000 | $ | 250,000 | (3) | |||||||||||||||||||||||||||||||||||
Kaplan
|
11/6/08
|
100,000 | 500,000 | (6) | 500,000 | $ | 850,000 | ||||||||||||||||||||||||||||||||||
11/6/08
|
500,000 | (7) | $ | 1.70 | $ | 383,450 | |||||||||||||||||||||||||||||||||||
Frank
|
2/12/08
|
$ | 50,000 | $ | 100,000 | (3) | |||||||||||||||||||||||||||||||||||
Verdecanna
|
2/12/08
|
10,300 | 20,600 | (8) | 20,600 | $ | 60,152 | ||||||||||||||||||||||||||||||||||
2/12/08
|
20,600 | (9) | $ | 60,152 | |||||||||||||||||||||||||||||||||||||
John
|
2/12/08
|
$ | 75,000 | $ | 150,000 | (3) | |||||||||||||||||||||||||||||||||||
Charters
|
2/12/08
|
10,300 | 20,600 | (8) | 20,600 | $ | 60,152 | ||||||||||||||||||||||||||||||||||
2/12/08
|
20,600 | (9) | $ | 60,152 | |||||||||||||||||||||||||||||||||||||
Bruce
K.
|
2/12/08
|
$ | 62,500 | $ | 125,000 | (3) | |||||||||||||||||||||||||||||||||||
Posey**
|
2/12/08
|
10,300 | 20,600 | (8) | 20,600 | $ | 60,152 | ||||||||||||||||||||||||||||||||||
2/12/08
|
20,600 | (9) | $ | 60,152 | |||||||||||||||||||||||||||||||||||||
Joel
*
|
2/12/08
|
$ | 50,000 | $ | 100,000 | (3) | |||||||||||||||||||||||||||||||||||
Wachtler**
|
2/12/08
|
10,300 | 20,600 | (8) | 20,600 | $ | 60,152 | ||||||||||||||||||||||||||||||||||
2/12/08
|
20,600 | (9) | $ | 60,152 |
*
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
**
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
***
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(1)
|
This
column sets forth the aggregate annual target amount of each named
executive officer’s quarterly cash bonus award for the year ended December
31, 2008 for each of our named executive officers. The actual
cash bonus award earned for the year ended December 31, 2008 for each
named executive officer is set forth in the 2008 Summary Compensation
Table above. As such, the amounts set forth in this column do
not represent additional compensation earned by the named executive
officers for the year ended December 31,
2008.
|
(2)
|
Represents
the grant date fair value of such award determined in accordance with FAS
123R, calculated using the Black-Scholes
model.
|
(3)
|
There
is no maximum estimated future payout under non-equity incentive plan
awards, since each Named Executive Officer’s bonus increases with
performance under the management bonus plan, as described in the
“Compensation Discussion and Analysis” section
above.
|
(4)
|
These
performance based shares were initially subject to vest in the following
manner: 50% on June 15, 2009 and 50% on June 15, 2010. Due to the
acceleration of vesting resulting from Mr. Denman’s separation from the
company, 50% of the shares vested on November 7, 2008 and 50% were
forfeited on November 7, 2008.
|
(5)
|
These
service-based shares were initially subject to vest in the following
manner: 50% on June 15, 2009 and 50% on June 15, 2010. Due to the
acceleration of vesting resulting from Mr. Denman’s separation from the
company, 50% of the shares vested on November 7, 2008 and 50% were
forfeited on November 7, 2008.
|
(6)
|
These
performance-based shares shall be earned upon the achievement of certain
performance criteria, as described in the “Employment, Severance, and
Change-in Control Agreements” section
below.
|
(7)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on November 5, 2009 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(8)
|
These
performance based shares were initially subject to vest in the following
manner: 50% on June 15, 2009 and 50% on June 15, 2010. This award was
cancelled on 12/31/08 because the performance targets were not
achieved.
|
(9)
|
These
service-based shares are subject to vest in the following manner: 50% on
June 15, 2009 and 50% on June 15,
2010.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Value
of Shares or Units of Stock That Have Not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested ($)
|
|||||||||||||||||||||||
Evan
L. Kaplan
|
0
|
500,000
|
(1
|
)
|
$
|
1.70
|
11/5/2018
|
|
|
|
|
500,000
|
(2) | $ |
610,000
|
||||||||||||||||
Kenneth
D. Denman*
|
400,000
|
0
|
(3
|
)
|
$
|
5.05
|
8/10/2014
|
||||||||||||||||||||||||
108,000
|
0
|
(4
|
)
|
$
|
6.51
|
5/10/2016
|
|||||||||||||||||||||||||
54,000
|
0
|
(5
|
)
|
$
|
5.09
|
2/7/2017
|
|||||||||||||||||||||||||
Frank
Verdecanna
|
35,000
|
0
|
(6
|
)
|
$
|
4.75
|
10/18/2010
|
20,600
|
(7)
|
$
|
25,132
|
||||||||||||||||||||
5,000
|
0
|
(8
|
)
|
$
|
4.75
|
1/19/2011
|
|||||||||||||||||||||||||
19,375
|
0
|
(9
|
)
|
$
|
0.50
|
12/12/2011
|
|||||||||||||||||||||||||
15,000
|
0
|
(10
|
)
|
$
|
10.60
|
5/2/2014
|
|||||||||||||||||||||||||
30,000
|
0
|
(11
|
)
|
$
|
5.05
|
8/10/2014
|
|||||||||||||||||||||||||
25,000
|
0
|
(12
|
)
|
$
|
5.75
|
7/28/2015
|
|||||||||||||||||||||||||
45,000
|
0
|
(13
|
)
|
$
|
6.51
|
5/10/2016
|
|||||||||||||||||||||||||
0
|
49,400
|
(14
|
)
|
$
|
5.09
|
2/7/2017
|
|||||||||||||||||||||||||
John
Charters
|
300,000
|
0
|
(15
|
)
|
$
|
6.49
|
11/30/2014
|
20,600
|
(7)
|
$
|
25,132
|
||||||||||||||||||||
45,000
|
0
|
(13
|
)
|
$
|
6.51
|
5/10/2016
|
|||||||||||||||||||||||||
0
|
75,000
|
(14
|
)
|
$
|
5.09
|
2/7/2017
|
|||||||||||||||||||||||||
Bruce
K. Posey**
|
99,847
|
0
|
(16
|
)
|
$
|
0.85
|
7/24/2012
|
20,600
|
(7)
|
$
|
25,132
|
||||||||||||||||||||
49,583
|
0
|
(17
|
)
|
$
|
5.05
|
8/10/2014
|
|||||||||||||||||||||||||
50,000
|
0
|
(12
|
)
|
$
|
5.75
|
7/28/2015
|
|||||||||||||||||||||||||
45,000
|
0
|
(13
|
)
|
$
|
6.51
|
5/10/2016
|
|||||||||||||||||||||||||
0
|
49,400
|
(14
|
)
|
$
|
5.09
|
2/7/2017
|
|||||||||||||||||||||||||
Joel
Wachtler***
|
100,000
|
0
|
(18
|
)
|
$
|
20.02
|
10/20/2013
|
20,600
|
(7)
|
$
|
25,132
|
||||||||||||||||||||
40,000
|
0
|
(10
|
)
|
$
|
10.60
|
5/2/2014
|
|||||||||||||||||||||||||
105,000
|
0
|
(19
|
)
|
$
|
5.05
|
8/10/2014
|
|||||||||||||||||||||||||
45,000
|
0
|
(13
|
)
|
$
|
6.51
|
5/10/2016
|
|||||||||||||||||||||||||
0
|
49,400
|
(14
|
)
|
$
|
5.09
|
2/7/2017
|
*
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
**
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
***
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(1)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on November 5, 2009 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(2)
|
These
shares are performance-based shares which shall be earned upon the
achievement of certain performance
criteria.
|
(3)
|
The
shares subject to the option vest in the following manner: monthly in 24
equal monthly installments beginning November 1,
2006.
|
(4)
|
The
shares subject to the option vest in the following manner: 50% of the
shares vested on May 15, 2008 and 50% of the shares vested on
November 7, 2008 (vesting accelerated due to Mr. Denman’s resignation
from the Company).
|
(5)
|
The
shares subject to the option vested in the following manner: 50% of the
shares vested on November 7, 2008 (vesting accelerated due to Mr. Denman’s
resignation from the Company) and 50% of the shares were forfeited in
connection with Mr. Denman’s resignation on November 7,
2008.
|
(6)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on October 16, 2001 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(7)
|
The
shares vest in the following manner: 50% of the shares vest on June 15,
2009 and 50% of the shares vest on June 15,
2010.
|
(8)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on January 19, 2002 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(9)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on November 12, 2002 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(10)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on April 1, 2005 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(11)
|
The
shares subject to the option vest in the following manner: monthly in 48
equal monthly installments beginning July 1,
2004.
|
(12)
|
The
shares subject to the option are fully vested and exercisable on February
1, 2007.
|
(13)
|
The
shares subject to the option vest in the following manner: 50% of the
shares vest on May 15, 2008 and 50% of the shares vest on November 15,
2008. Includes shares that were initially subject to performance vesting
conditions, which have been
satisfied.
|
(14)
|
The
shares subject to the option vest in the following manner: 50% of the
shares vest on May 15, 2009 and 50% of the shares vest on November 15,
2009.
|
(15)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on November 29, 2005 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(16)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on July 8, 2003 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(17)
|
The
shares subject to the option vest in the following manner: monthly in 48
equal monthly installments beginning August 11,
2006.
|
(18)
|
The
shares subject to the option vest in the following manner: 25% of the
shares vest on September 14, 2004 and the remaining 75% of the shares vest
monthly over the following 36
months.
|
(19)
|
The
shares subject to the option vest in the following manner: monthly in 36
equal monthly installments beginning July 1,
2004.
|
|
|
Stock Awards
|
|
|||||
Name
|
|
Number of Shares Acquired on Vesting
(#)
|
|
|
Value Realized on Vesting
($)
|
|
||
|
|
|
|
|
|
|
|
|
Kenneth
D. Denman*
|
|
|
153,000
|
|
|
$ |
264,510
|
|
Evan
L. Kaplan
|
|
|
—
|
|
|
|
—
|
|
Frank
Verdecanna
|
|
|
22,500
|
|
|
$ |
42,638
|
|
John
Charters
|
|
|
22,500
|
|
|
$ |
42,638
|
|
Bruce
K. Posey**
|
|
|
22,500
|
|
|
$ |
42,638
|
|
Joel
Wachtler***
|
|
|
22,500
|
|
|
$ |
42,638
|
|
*
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
**
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
***
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
|
·
|
“Corporate
Transaction” shall mean (i)
the sale of all or substantially all of our assets or (ii) a merger of us
with or into another entity in which our stockholders immediately prior to
the closing of the transaction own less than a majority of the ownership
interest of iPass immediately following such closing. For
purposes of determining whether our stockholders prior to the occurrence
of a transaction described above own less than fifty percent (50%) of the
voting securities of the relevant entity afterwards, only the lesser of
the voting power held by a person either before or after the transaction
shall be counted in determining that person’s ownership
afterwards;
|
|
·
|
“Cause” shall mean the
occurrence of any of the following (and only the following): (i)
conviction of the terminated executive officer of any felony involving
fraud or act of dishonesty against us or its parent corporation or
subsidiary corporation (whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Internal
Revenue Code (“Affiliates”)); (ii) conduct by the terminated executive
officer which, based upon good faith and reasonable factual investigation
and determination of our Board of Directors, demonstrates gross unfitness
to serve; or (iii) intentional, material violation by the terminated
executive officer of any statutory fiduciary duty of the terminated
executive officer to iPass or its
Affiliates;
|
|
·
|
“Good Reason” shall mean
resignation by the executive officer of his or her employment because (i)
we require that such executive officer relocate to a worksite that is more
than 60 miles from its current principal executive office, unless such
executive officer agrees to such a relocation; or (ii) we reduce the
executive officer’s monthly salary below the gross rate of the
then-existing rate at the time of the closing of the Corporate
Transaction, unless the executive officer agrees in writing to such
reduction.
|
|
·
|
“Involuntary Termination
Without Cause” means a
termination by iPass of a participant’s employment relationship with iPass
or an affiliate of iPass for any reason other than for
“Cause.”
|
|
·
|
“Cause” means the
occurrence of any of the following (and only the following): (i)
conviction of the participant of any felony involving fraud or act of
dishonesty against iPass or its affiliates; (ii) conduct by the
participant which, based upon good faith and reasonable factual
investigation and determination of the Board, demonstrates gross unfitness
to serve; or (iii) intentional, material violation by the participant of
any contractual, statutory, or fiduciary duty of the participant to iPass
or its affiliates.
|
|
·
|
“Constructive
Termination” means a resignation of employment by a participant no
later than twelve (12) months after an action or event which constitutes
“Good Reason” is undertaken by iPass or
occurs.
|
|
·
|
“Good Reason” means
mean either of the following actions or events: (i) iPass requires that
the participant relocate to a worksite that is more than sixty (60) miles
from its principal executive office; or (ii) iPass materially reduces the
participant’s base salary below its then-existing gross rate; provided however that,
in order to qualify as “Good Reason,” the participant must submit
to iPass a written notice, within ninety (90) days after the occurrence of
either of the actions or events described in (i) and (ii) above,
describing the applicable actions or events, and provide iPass with at
least thirty (30) days from its receipt of the participant’s written
notice in which to cure such actions or events prior to termination of the
participant’s employment, and provided further that,
the participant’s employment must terminate no later than twelve (12)
months after the applicable actions or events described in (i) and (ii)
above.
|
Name
|
Compensation and Benefits
|
|
Termination Without Cause or Constructive
Termination; Corporate Transaction within 18 Months
|
|
|
Termination Without Cause or Constructive
Termination; no Corporate Transaction within 18
Months
|
|
|||
Kenneth
D. Denman*
|
—
|
—
|
—
|
|
||||||
|
|
|||||||||
Evan
L. Kaplan
|
Base
Salary
|
|
$
|
262,500
|
|
$
|
175,000
|
|
||
|
Bonus
|
|
$
|
187,500
|
(1)
|
|
$
|
62,500
|
||
|
COBRA
Payments
|
|
$
|
26,100
|
(2)
|
|
$
|
17,400
|
|
|
|
Accelerated
Vesting
|
|
$
|
610,000
|
(3)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank
E. Verdecanna
|
Base
Salary
|
|
$
|
172,500
|
|
|
$
|
115,000
|
|
|
|
Bonus
|
|
$
|
75,000
|
(1)
|
|
$
|
25,000
|
|
|
|
COBRA
Payments
|
|
$
|
26,100
|
(2)
|
|
$
|
17,400
|
|
|
|
Accelerated
Vesting
|
|
$
|
25,132
|
(3)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
C. Charters
|
Base
Salary
|
|
$
|
202,500
|
|
|
$
|
135,000
|
|
|
|
Bonus
|
|
$
|
112,500
|
(1)
|
|
$
|
37,500
|
|
|
|
COBRA
Payments
|
|
$
|
26,478
|
(2)
|
|
$
|
17,652
|
|
|
|
Accelerated
Vesting
|
|
$
|
25,132
|
(3)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce
K. Posey**
|
Base
Salary
|
$
|
187,500
|
|
|
$
|
125,000
|
|||
|
Bonus
|
|
$
|
93,750
|
(1)
|
|
$
|
31,250
|
|
|
|
COBRA
Payments
|
|
$
|
26,100
|
(2)
|
|
$
|
17,400
|
|
|
|
Accelerated
Vesting
|
|
$
|
25,132
|
(3)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joel
Wachtler***
|
Base
Salary
|
$
|
150,000
|
|
|
$
|
100,000
|
|||
Bonus
|
$
|
75,000
|
(1)
|
|
$
|
25,000
|
|
|||
COBRA
Payments
|
$
|
26,100
|
(2)
|
|
$
|
17,400
|
|
|||
|
Accelerated
Vesting
|
$
|
25,132
|
(3)
|
|
$
|
0
|
|
*
|
Mr.
Denman resigned as a director, officer and employee of iPass effective
November 10, 2008.
|
**
|
Mr.
Posey resigned as an iPass employee and officer effective January 30,
2009.
|
***
|
Mr.
Wachtler resigned as an iPass employee and officer effective March 31,
2009.
|
(1)
|
Assumes
that the executive officer received an overall performance rating
equivalent to or greater than “meets expectations” in the most recent
performance evaluation cycle preceding termination of the executive
officer’s employment.
|
(2)
|
Assumes
the executive officer would receive the full COBRA reimbursement at iPass’
expense for eighteen (18) months.
|
(3)
|
With
respect to stock options, calculated as the difference between the closing
sales price per share on December 31, 2008, and the exercise price,
multiplied by the number of shares subject to the accelerated
vesting. With respect to restricted stock, calculated as the
value, based on the closing sales price per share on December 31, 2008, of
the number of shares of restricted stock subject to the accelerated
vesting.
|
By
Order of the Board of Directors
|
|
/s/ Evan L. Kaplan | |
Evan
L. Kaplan
|
|
President
and Chief Executive Officer
|
Name
|
Business Address
|
A.
Gary Ames
|
c/o
iPass, 3800 Bridge Parkway, Redwood Shores, CA 94065
|
John
D. Beletic
|
c/o
iPass, 3800 Bridge Parkway, Redwood Shores, CA 94065
|
Peter
Bodine
|
c/o
Allegis Capital LLC, 130 Lytton Avenue, Suite 210, Palo Alto, CA
94301
|
Peter
Clapman
|
c/o
iPass, 3800 Bridge Parkway, Redwood Shores, CA 94065
|
Stanley
P. Gold
|
c/o
Shamrock Holdings, Inc., Shamrock Capital Advisors, LP, 4444 Lakeside
Drive, Burbank, CA 91505
|
Arthur
Patterson
|
c/o
Accel Partners, 428 University Avenue, Palo Alto, CA
94301
|
Olof
Pripp
|
c/o
Spencer Stuart, 16 Connaught Place, London W2 2ED, United
Kingdom
|
Allan
R. Spies
|
c/o
iPass, 3800 Bridge Parkway, Redwood Shores, CA 94065
|
Robert
J. Majteles
|
c/o
Treehouse Capital, 1816 Fifth Street, Berkeley, CA
94710
|
Name
|
Principal Occupation
|
Evan
Kaplan
|
President
and Chief Executive Officer
|
Frank
Verdecanna
|
Vice
President and Chief Financial Officer
|
David
Tauber
|
Vice
President and General Counsel
|
Beneficially Owned
(Including the Number of Shares Shown in the First
Column) (1)
|
|||
Name
|
Shares Issuable Pursuant to Options Exercisable
Within 60 Days of March 1, 2009
|
Number of shares
|
Percent of Total
|
David
Tauber
|
0
|
0
|
*
|
Name
|
|
Date
|
|
Number of shares
(including options
and
RSUs)
|
|
Transaction
Description
|
||||||
A.
Gary Ames
|
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
John
D. Beletic
|
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
5/29/2008
|
5,000
|
Disposition
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Peter
Bodine
|
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Peter
Clapman
|
2/21/2007
|
10,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Stanley
P. Gold
|
5/29/2008
|
10,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
Arthur
Patterson
|
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Olof
Pripp
|
5/10/2007
|
10,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
5/29/2008
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Allan
R. Spies
|
6/7/2007
|
5,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
6/7/2007
|
1,667
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
5/29/2008
|
10,000
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
12/31/2008
|
5,000
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
Robert
J. Majteles
|
N/A
|
|||||||||||
Evan
Kaplan
|
11/6/2008
|
500,000
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
Frank
Verdecanna
|
2/8/2007
|
24,700
|
Acquisition
– Restricted Stock Awarded
|
|||||||||
5/8/2007
|
2,500
|
Disposition
– Sale of Shares Pursuant to a 10b5-1 Plan
|
||||||||||
11/9/2007
|
2,500
|
Disposition
– Sale of Shares Pursuant to a 10b5-1 Plan
|
||||||||||
2/12/2008
|
20,600
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
2/12/2008
|
20,600
|
Acquisition
– Restricted Stock Awarded
|
||||||||||
11/18/2008
|
4,500
|
Disposition
– Sale of Shares to Satisfy Tax Withholding Requirement
|
||||||||||
12/31/2008
|
24,700
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
12/31/2008
|
20,600
|
Disposition
– Cancellation of Performance-Based Award Because Performance Target Not
Achieved
|
||||||||||
David
Tauber
|
N/A
|
1.
|
Election
of Directors
|
|||
Nominees:
|
||||
FOR
|
WITHHOLD
|
|||
01
- Evan L. Kaplan
|
o
|
o
|
||
FOR | WITHHOLD | |||
02
- Robert J. Majteles
|
o
|
o
|
||
FOR | WITHHOLD | |||
03
- Allan R. Spies
|
o
|
o
|
||
2. | Company proposal to ratify the appointment of KPMG LLP as the Independent Registered public accounting firm . | FOR | AGAINST | ABSTAIN |
o | o | o | ||
|
FOR | AGAINST | ABSTAIN | |
3.
|
Company
proposal to approve the amendment to the Certificate of Incorporation to
declassify the Board of Directors .
|
o
|
o
|
o
|