iRobot 2014 Annual Report Download - page 64

A-8
Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are
subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole
discretion in order to comply with the requirements of Section 409A. A grant of Restricted Stock Units (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 Stock Units
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 Stock Units to Non-Employee Directors or Consultants shall not become vested sooner
than one year after grant.
(b) Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion,
permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of
Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date
specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the
Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted
Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if
such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under
what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the
Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be
fully vested, unless otherwise provided in the Award Certificate.
(c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the
grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent
Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and
conditions as the Administrator may determine.
(d) Termination. 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, a grantee’s right in all Restricted Stock Units that have not vested shall
automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.
SECTION 9. UNRESTRICTED STOCK AWARDS
The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an
Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares
of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee. No more than five percent (5%) of the shares reserved may be
granted under the Plan pursuant to Unrestricted Stock Awards.
SECTION 10. CASH-BASED AWARDS
The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee
to a payment in cash upon the attainment of specified Performance Goals. The Administrator shall determine the maximum duration
of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based
Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall
specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with
respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.
SECTION 11. PERFORMANCE SHARE AWARDS
(a) Nature of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A
Performance Share Award is an Award entitling the grantee to receive shares of Stock upon the attainment of performance goals. The
Administrator shall determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods
during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other
limitations and conditions as the Administrator shall determine.
(b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only
as to shares of Stock actually received by the grantee under the Plan and not with respect to shares subject to the Award but not
actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the
Administrator).