iRobot 2014 Annual Report Download - page 50

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by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair
market value over the exercise price of the option.
Other Awards. We will generally be entitled to a tax deduction in connection with an award under the 2015 Plan in an amount equal
to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject
to income tax and recognize that tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides
for a further deferral.
Parachute Payments. The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in
control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute
payments” as defined in the Code. Any such parachute payments may be non-deductible by us, in whole or in part, and may subject the
recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Limitation on Deductions. Under Section 162(m) of the Code, our deduction for certain awards under the 2015 Plan may be limited
to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the summary
compensation table (other than the Principal Financial Officer) receives compensation in excess of $1 million a year (other than
performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The 2015 Plan is structured to
allow certain awards to qualify as performance-based compensation.
Vote Required
A majority of the votes cast is required for the approval of the 2015 Plan.
Equity Compensation Plan Information
The following table provides information as of December 27, 2014 regarding shares of common stock that may be issued under our
equity compensation plans, consisting of the Amended and Restated 2004 Stock Option and Incentive Plan, the 2005 Stock Option and
Incentive Plan, as amended, and the Evolution Robotics, Inc. 2007 Stock Plan.
Plan category
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)
Weighted
Average
exercise
price of
outstanding
options,
warrants
and rights
(b)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plan (excluding
securities
referenced in
column (a))(c)
Equity compensation plans approved by security holders 2,315,449 (1) $ 23.77 (2) 4,762,446 (3)
Equity compensation plans not approved by security holders 67,726 (4) $ 4.53 —
Total 2,383,175 (5) $ 22.89 4,762,446
(1) Includes 1,405,594 shares of common stock issuable upon the exercise of outstanding options, 880,138 shares of common stock issuable upon the vesting of
restricted stock units, and 29,717 shares of common stock issuable upon the vesting of performance shares if specified performance metrics are achieved.
(2) Since restricted stock units do not have any exercise price, such units are not included in the weighted average exercise price calculation.
(3) As of April 9, 2015, there were zero shares available for grants under the Amended and Restated 2004 Stock Option and Incentive Plan, 3,750,843 shares available
for grants under our 2005 Stock Option and Incentive Plan, as amended, and zero shares available under the Evolution Robotics, Inc. 2007 Stock Plan. If the 2015
Plan is approved, no further shares may be granted under any previous Plans.
(4) Represents shares issued pursuant to the Evolution Robotics, Inc. 2007 Stock Plan, acquired by the company as part of the acquisition of Evolution Robotics, Inc.,
on October 1, 2012.
(5) Includes 1,473,320 shares of common stock issuable upon the exercise of outstanding options.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE 2015 PLAN.