iRobot 2014 Annual Report Download - page 40

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Assuming the employment of our named executive officers was terminated by the Company without cause during the period
beginning on the date that is 45 days prior to the date of the public announcement of the execution of a definitive agreement for a
change in control and ending on the first anniversary of the effective date of the change in control, or such officers resigned with good
reason during the one-year period following a change in control and that such termination or resignation occurred on December 27,
2014, 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 Code, 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 Code. The following table provides the market value (that is, the value based
upon our stock price on December 27, 2014, 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 27, 2014.
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 Angle 1,300,000 1,300,000 40,090 355,536 4,442,696 7,438,322
Alison Dean 800,000 500,000 35,789 47,535 1,182,774 2,566,098
Russ Campanello 650,000 390,000 40,090 121,723 1,327,827 2,529,640
Christian Cerda 700,000 350,000 40,090 403,313 1,073,018 2,566,421
Paolo Pirjanian 700,000 420,000 40,090 1,176,783 1,230,847 3,567,720
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. Through the third quarter of 2014, 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
After an analysis of director compensation at peer companies performed by PM&P during 2014 that placed our total annual
compensation for directors at the 35th percentile within our peer group, on the recommendation of the compensation committee, the
board of directors increased the annual board retainer to $50,000 and the lead independent director retainer to $10,000. These
increases in cash compensation were effective beginning for the fourth quarter of 2014.
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 or a subsequent stock option and incentive
plan approved by our stockholders.