Exhibit 10.7

 

Boingo Wireless, Inc.

2010 Management Incentive Plan

($ Mil)

 

I.  Financial Objectives

 

Weighting

 

	
 
  	
Revenue
  	
 
  	
60
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Adjusted EBITDA
  	
 
  	
15
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Free cash flow
  	
 
  	
20
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Net Income
  	
 
  	
5
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
Targets ($ mil)
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
Plan
  	
 
  	
 
  	
Cap
  	
 
  	
 
  	
Floor
  	
 
  	
 
  	
 
  
	
 
  	
Revenue
  	
 
  	
$
  	
79
  	
.3
  	
120.0
  	
%
  	
90.0
  	
%
  	
 
  	
 
  
	
 
  	
Adjusted EBITDA
  	
 
  	
$
  	
19
  	
.3
  	
120.0
  	
%
  	
70.0
  	
%
  	
 
  	
 
  
	
 
  	
Free cash flow
  	
 
  	
$
  	
9
  	
.7
  	
120.0
  	
%
  	
70.0
  	
%
  	
 
  	
 
  
	
 
  	
Net Income
  	
 
  	
$
  	
8
  	
.1
  	
120.0
  	
%
  	
70.0
  	
%
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
Payout % of Salary at Targets
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Plan
  	
 
  	
100
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Cap
  	
 
  	
170
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Floor
  	
 
  	
30
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
Payouts % of Salary by Position
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
CEO
  	
 
  	
60.0
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
CFO
  	
 
  	
50.0
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
CTO & SVP BD & SVP Fin.
  	
 
  	
35.0
  	
%
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
II.  Strategic Initiative Overlay
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
CEO, CFO, CTO, SVP BD & SVP Fin.
  	
20% of Salary
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
Criteria: To obtain full payout, 2 of 3 must be achieved
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
Strategic Initiatives
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  	
 
  
	
 
  	
1.     Device distribution expansion:
 Major wholesale or retail distribution expansion agreement is signed
  	
 
  
	
 
  	
2.     Expansion of managed and operated footprint:
 Incremental enplanements of at least 30M or significant foot traffic in a new business area such as fast food, mall, arena, etc.
  	
 
  
	
 
  	
3.     Establish service provider model:
 Sign an agreement whereby Boingo generates positive economics as the Wi-Fi service provider for a carrier or as the service provider in a free location
  	
 
  
															


 

All payments under the 2010 Management Incentive Plan are at the discretion of the Board of Directors