iRobot 2014 Annual Report Download - page 63

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(c) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator
independently of any Stock Option granted pursuant to Section 5 of the Plan. A Stock Appreciation Rights grant (excluding grants to
Non-Employee Directors and Consultants) shall not become fully exercisable sooner than three years after grant if subject to time-
based vesting (but may become exercisable ratably over such three-year period beginning at the end of the first one-year period). A
Stock Appreciation Rights grant shall not become exercisable sooner than one year after grant if subject to performance-based vesting
unless accelerated as permitted by Section 2(b)(v) hereof. A Stock Appreciation Rights grant to Non-Employee Directors or
Consultants shall not become exercisable sooner than one year after grant.
(d) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten
years.
SECTION 7. RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A
Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may
determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement
of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by
the Administrator, and such terms and conditions may differ among individual Awards and grantees.
(b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends;
provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any
dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent
the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i)
uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect
that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated
Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d)
below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the
Administrator may prescribe.
(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the
Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s
employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares
that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other
action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from
such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service
relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a
stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without consideration.
(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the
attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted
Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Shares and shall be deemed “vested.” A grant of Restricted Shares (excluding grants to Non-Employee Directors and
Consultants) shall not become fully vested sooner than three years after grant if subject to time-based vesting (but may vest ratably
over such three-year period beginning at the end of the first one-year period). A grant of Restricted Shares shall not become vested
sooner than one year after grant if subject to performance-based vesting unless accelerated as permitted by Section 2(b)(v) hereof. A
grant of Restricted Shares to Non-Employee Directors or Consultants shall not become vested sooner than one year after grant.
SECTION 8. RESTRICTED STOCK UNITS
(a) Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted
Stock Unit is an Award of stock units that may be settled in shares of Stock upon the satisfaction of such restrictions and conditions at
the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-
established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted
Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock
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