iRobot 2011 Annual Report Download - page 38

Proxy Statement
Assuming the employment of our named executive officers was terminated involuntarily and without cause,
or such officers resigned with good reason, during the one-year period following a change in control on
December 31, 2011, our named executive officers would be entitled to cash payments in the amounts set forth
opposite their names in the below table, subject to any deferrals required under Section 409A of the Internal
Revenue Code of 1986, as amended, and acceleration of vesting as set forth in the table below. The total amount
payable to each executive officer is subject to reduction in certain circumstances if the amount would cause the
executive officer to incur an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended.
The following table provides the market value (that is, the value based upon our stock price on December 31,
2011, minus the exercise price) of stock options and restricted stock units that would become exercisable or
vested as a result of these acceleration events as of December 31, 2011.
Name
Base
Salary
($)
Bonus
($)
Continuation
of Health
Plan
Premium
Payments
($)
Market
Value of
Stock
Options
($)
Market
Value of
Restricted
Stock and
Restricted
Stock Units
($)
Total
($)
Colin M. Angle ................. 1,050,000 1,050,000 41,083 1,622,080 2,008,308 5,771,471
John J. Leahy ................... 750,000 487,500 41,716 949,104 1,114,002 3,342,322
Jeffrey A. Beck ................. 700,000 455,000 39,992 1,333,802 851,471 3,380,265
Joseph W. Dyer ................. 750,000 487,500 1,100 767,649 934,544 2,940,793
Robert L. Moses(1) .............. 630,000 409,500 3,298 251,761 390,677 1,685,236
(1) Robert L. Moses resigned as President, Government and Industrial Robots division effective February 16,
2012. Accordingly, Mr. Moses is not entitled to the amounts set forth in the above table.
Director Compensation
In connection with our efforts to attract and retain highly-qualified individuals to serve on our board of
directors, we maintain a cash and equity compensation policy for our non-employee members of our board of
directors. In 2011, each of our non-employee members of our board of directors was 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.
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