iRobot 2014 Annual Report Download - page 67

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SECTION 17. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.
(a) Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to
have terminated employment for purposes of the Plan.
(b) For purposes of the Plan, the following events shall not be deemed a termination of employment:
(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a
Subsidiary, or from one Subsidiary to another; or
(ii) an approved leave of absence for military service or sickness, or for any other purpose approved
by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy
pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.
SECTION 18. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any
outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(c) or 3(d), without prior
stockholder approval, in no event may the Administrator (a) exercise its discretion to reduce the exercise price of outstanding Stock
Options or Stock Appreciation Rights; (b) effect repricing of Stock Options or Stock Appreciation Rights through cancellation and re-
grants of Stock Options, Stock Appreciation Rights or other Awards; or (c) effect repricing through cancellation of Stock Options or
Stock Appreciation Rights in exchange for cash. To the extent required under the rules of any securities exchange or market system on
which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock
Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards
qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the
Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s
authority to take any action permitted pursuant to Section 3(c) or 3(d).
SECTION 19. STATUS OF PLAN
With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration
not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the
Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with
respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.
SECTION 20. GENERAL PROVISIONS
(a) No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.
(b) Delivery of Stock. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock
transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail,
addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in
its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall
not be required to issue or deliver shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has
determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that such issuance and
delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed, quoted or traded. All Stock delivered pursuant to the Plan shall be subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign
jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may
place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as
the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements.
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the
settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.
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