iRobot 2014 Annual Report Download - page 48

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Performance Share Awards. The compensation committee may grant performance share awards to any participant that entitle the
recipient to receive shares of common stock upon the achievement of certain performance goals (as summarized above) and such other
conditions as the compensation committee shall determine. These awards will have a vesting period of at least one year.
Dividend Equivalent Rights. The compensation committee may grant dividend equivalent rights to participants that entitle the
recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock.
Cash-Based Awards. The compensation committee may grant cash bonuses under the 2015 Plan to participants. The cash bonuses
may be subject to the achievement of certain performance goals (as summarized above).
Change of Control Provisions. The 2015 Plan provides that, upon the effectiveness of a “sale event,” as defined in the 2015 Plan,
the parties to the sale event may cause the assumption or continuation of awards, or the substitution of such awards with new awards of
the successor entity or parent thereof. To the extent that the parties to the sale event do not provide for the assumption, continuation or
substitution of awards, all awards under the 2015 Plan shall terminate upon the effective time of the sale event. In the event of such
termination, (i) the Company may make or provide for a per share cash payment to participants holding awards equal to the difference
between the per share cash consideration in the sale event and the exercise price of such awards, if any, or (ii) each participant shall be
permitted, within a specified period of time prior to the consummation of the sale event, to exercise all outstanding stock options and
stock appreciation rights (to the extent then exercisable) held by such participant, but, in such case, the board of directors shall first
accelerate the exercisability of such stock options and stock appreciation rights.
Adjustments for Stock Dividends, Stock Splits, Etc. The 2015 Plan requires the compensation committee to make appropriate
adjustments to the number of shares of common stock that are subject to the 2015 Plan, to certain limits in the 2015 Plan, and to any
outstanding awards to reflect stock dividends, stock splits, recapitalizations and similar events.
Tax Withholding. Participants in the 2015 Plan are responsible for the payment of any federal, state or local taxes that we are required
by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The compensation committee
may permit the minimum tax withholding obligations to be satisfied by allowing a participant to authorize us to withhold from shares of
common stock to be issued pursuant to any award a number of shares with an aggregate fair market value (as of the date the withholding
is effected) that would satisfy the withholding amount due. The compensation committee may also require that awards be subject to
mandatory share withholding up to the required withholding amount.
Clawback Policy. All awards made under the 2015 Plan will be subject to the terms and provisions of the Company’s clawback
policy, as in effect from time to time.
No Repricing. Except in connection with a material change in our capital stock or a sale event, the 2015 Plan prohibits the repricing
of stock options or stock appreciation rights through the reduction of the exercise price, or through cancellation and regrant, or through
cancellation in exchange for cash, without stockholder approval.
Amendments and Termination. The board of directors may at any time amend or discontinue the 2015 Plan. However, no such action
may materially adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under
NASDAQ rules, any amendments that materially change the terms of the 2015 Plan will be subject to approval by our stockholders.
Amendments shall also be subject to approval by our stockholders if and to the extent determined to be required by the Code to preserve
the qualified status of incentive options or to ensure that compensation earned under the 2015 Plan qualifies as performance-based
compensation under Section 162(m) of the Code.
Effective Date of the 2015 Plan. The board of directors adopted the 2015 Plan on April 1, 2015. The 2015 Plan will become effective
on the date it is approved by stockholders. Awards of incentive options may be granted under the 2015 Plan until March 31, 2025, ten
years from the date of Board approval. No other awards may be granted under the 2015 Plan after the date that is ten years from the date
of stockholder approval.
Plan Benefits
Because the grant of awards under the 2015 Plan is within the discretion of the compensation committee, we cannot determine the
dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2015
Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the 2015 Plan, the following table
provides information concerning the benefits that were received by the following persons and groups during 2014: each named
executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all
employees who are not executive officers, as a group.