iRobot 2014 Annual Report Download - page 65

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(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards 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 12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
(a) Performance-Based Awards. The Administrator may grant one or more Performance-Based Awards in the form of a
Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of
Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a
specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective
fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the
Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall
Company performance or the performance of a division, business unit, or an individual. Each Performance-Based Award shall comply
with the provisions set forth below.
(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered
Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period
allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each
Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such
Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon
achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but
need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards
to different Covered Employees.
(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall
meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been
achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance
Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award.
Notwithstanding the foregoing, the Administrator shall have the discretionary authority to reduce (but not increase) the amount
payable to a Covered Executive under a Performance-Based Award.
(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under
the Plan for a Performance Cycle is 2,500,000 shares of Stock (subject to adjustment as provided in Section 3(c) hereof) or $7,500,000
in the case of a Performance-Based Award that is a Cash-Based Award.
SECTION 13. DIVIDEND EQUIVALENT RIGHTS
(a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend
Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares
of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee.
A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units,
Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent
Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be
paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a
dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock
or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of
Restricted Stock Units or Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon
settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be
forfeited or annulled under the same conditions as such other Award.
(b) 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 rights in all Dividend Equivalent Rights shall automatically
terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries
for any reason.
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