iRobot 2008 Annual Report Download - page 46

Amended Plan Benefits
Because the decision whether to participate in the Option Exchange Program is completely voluntary, we
are not able to predict who or how many employees will elect to participate, how many Eligible Options will
be exchanged or the number of New Options that will be granted. Members of our board of directors will not
be eligible to participate in the Option Exchange Program. The table below lists all outstanding Eligible
Options (assuming a Trailing Average Price of $13.00) held as of March 20, 2009 by all current employees
who are not executive officers, as a group.
Name(1)
Number of
Securities
Underlying
Outstanding Eligible
Options
(#)
Current
Eligible Option
Exercise
Price Range
($) Dollar Value ($)(2)
All current employees who are not executive
officers, as a group ................... 1,398,592 $13.07 – $34.98 *
(1) Our executive officers and members of our board of directors are not eligible to participate in the Option
Exchange Program.
(2) The dollar value of any benefits to Eligible Participants under the Option Exchange Program, if any, will
depend on the Trailing Average Price and the closing price of our common stock as reported by NASDAQ
on the Grant Date. Consequently, it is not possible to determine the benefits that might be received by the
Eligible Participants.
Equity Compensation Plans
We maintain the following four equity compensation plans under which our equity securities are
authorized for issuance to our employees and/or directors: Amended and Restated 1994 Stock Plan, Amended
and Restated 2001 Special Stock Option Plan, 2004 Plan and 2005 Plan. Each of these equity compensation
plans was approved by our stockholders. The following table represents information about these equity
compensation plans as of December 27, 2008:
Plan Category
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
First Column)
Equity compensation plans approved by
stockholders .................... 3,523,931 $13.24 1,537,701
Equity compensation plans not approved
by stockholders .................. — — —
TOTAL........................ 3,523,931 $13.24 1,537,701
Effect on Stockholders
We are not able to predict the impact the Option Exchange Program will have on your interests as a
stockholder, as we are unable to predict how many participants will exchange their Eligible Options or what
the market price of our common stock will be on the Grant Date. If the Option Exchange Program is
approved, the exchange ratios will result in the issuance of fewer shares subject to the New Options than were
subject to the exchanged Eligible Options and may result in an incremental compensation expense for financial
reporting purposes. In addition, the Option Exchange Program is intended to reduce both our existing stock
option overhang and our need to issue supplemental stock options in the future to remain competitive with our
competitors. While we cannot predict how many Eligible Options will be exchanged, based on the number of
outstanding stock options as of March 20, 2009 and assuming (1) a Trailing Average Price of $13.00, (2) the
exchange ratios described above and (3) that all Eligible Options are exchanged in the Option Exchange
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