iRobot 2010 Annual Report Download - page 35
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Please find page 35 of the 2010 iRobot annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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In 2011, each of our non-employee members of our board of directors will be entitled to the following
cash compensation:
Annual retainer for Board membership ....................................... $35,000
Annual retainer for lead independent director . . . ............................... $ 7,000
Audit Committee
Annual retainer for committee membership . . . ............................... $10,000
Additional retainer for committee chair ..................................... $10,000
Compensation Committee
Annual retainer for committee membership . . . ............................... $ 7,500
Additional retainer for committee chair ..................................... $ 7,500
Nominating and Corporate Governance Committee
Annual retainer for committee membership . . . ............................... $ 5,000
Additional retainer for committee chair ..................................... $ 5,000
Pursuant to our Non-employee Directors’ Deferred Compensation Program, each non-employee director
may elect in advance to defer the receipt of these cash fees. During the deferral period, the cash fees will be
deemed invested in stock units. The deferred compensation will be settled in shares of our common stock upon
the termination of service of the director or such other time as may have been previously elected by the
director. The shares will be issued from our 2005 Plan.
In 2010, each of our non-employee members of our board of directors was entitled to the following
equity compensation under our 2005 Plan:
• Upon initial election to the board of directors, a non-employee director will receive a one-time option
to purchase 40,000 shares of our common stock, which will vest over a four-year period at a rate of
twenty-five percent (25%) on the first anniversary of the grant, and quarterly thereafter.
• At the end of the fiscal quarter in which our annual meeting of stockholders occurs, each non-employee
director will receive a stock option award to purchase 10,000 shares of our common stock, which will
vest on the date of the first anniversary of such grant.
In 2011, each of our non-employee members of our board of directors will be entitled to the following
equity compensation under our 2005 Plan:
• Upon initial election to the board of directors, a non-employee director will receive a one-time grant of
restricted stock units having a fair market value of $220,000, measured as of the last day of the fiscal
quarter in which the director was elected, which will vest over a four-year period at a rate of twenty-
five percent (25%) on each of the first four anniversaries of the grant.
• At the end of the fiscal quarter in which our annual meeting of stockholders occurs, each non-employee
director will receive a grant of restricted stock units having a fair market value of $110,000, which will
vest on the date of the first anniversary of such grant.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings
of the board of directors.
31
Proxy Statement