iRobot 2014 Annual Report Download - page 60

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price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.
(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms,
conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable
in the event employment or service terminates.
(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall
be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the
members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’
fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any
directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement
between such individual and the Company.
(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the
laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards,
the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by
the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to
be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however,
that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any
action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply
with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any
actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States
securities law, the Code, or any other applicable United States governing statute or law.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be
3,100,000 shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying
any Awards that are forfeited, canceled or otherwise terminated (other than by exercise or withheld to cover the exercise price or tax
withholdings, as described below) under the Plan and the Company’s 2005 Stock Option and Incentive Plan shall be added back to the
shares of Stock available for issuance under the Plan. Notwithstanding the foregoing, the following shares shall not be added to the
shares authorized for grant under the Plan: (i) shares tendered or held back upon exercise of an Option or settlement of an Award to
cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are not issued in connection with
the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on
the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall
limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however,
that Stock Options or Stock Appreciation Rights with respect to no more than 2,500,000 shares of Stock may be granted to any one
individual grantee during any one calendar year period, no more than 3,100,000 shares of the Stock may be issued in the form of
Incentive Stock Options, and no more than 2,000,000 shares of Stock may be issued pursuant to Awards to Non-Employee Directors in
any calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares
of Stock reacquired by the Company.
(b) Effect of Awards. The grant of any full value Award (i.e., an Award other than an Option or a Stock Appreciation
Right) shall be deemed, for purposes of determining the number of shares of Stock available for issuance under Section 3(a), as an
Award of 1.61 shares of Stock for each such share of Stock actually subject to the Award. The grant of an Option or a Stock
Appreciation Right shall be deemed, for purposes of determining the number of shares of Stock available for issuance under Section 3
(a), as an Award for one share of Stock for each such share of Stock actually subject to the Award. Any forfeitures, cancellations or
other terminations (other than by exercise) of such Awards shall be returned to the reserved pool of shares of Stock under the Plan in
the same manner.
(c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all
of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any