iRobot 2009 Annual Report Download - page 23

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Proxy Statement
Based on these elements, the chief executive officer, chief financial officer, president, home robots,
president, government & industrial robots, and senior vice president and general counsel achieved 125%,
125%, 115%, 94% and 125%, respectively, of each executive’s total target cash incentive compensation
amount. In addition, based upon its discretion under the Senior Executive Incentive Compensation Plan, the
compensation committee determined that a bonus of $45,546 should be paid to the president, government &
industrial robots based upon a number of factors including completion of significant business and operational
milestones and the comparable cash incentive compensation of companies within our peer group.
Based on these factors, the compensation committee determined that our chief executive officer, chief
financial officer, president, home robots, president, government & industrial robots, and senior vice president
and general counsel should receive $410,180, $289,854, $187,011, $247,940, and $181,475, respectively,
which corresponds to 125%, 125%, 115%, 115% and 125%, respectively, of each executive’s total target cash
incentive compensation amount.
Because Mr. Beck joined us in March 2009, after a portion of the year had passed, and in accordance
with the terms of his employment offer letter, the compensation committee provided that his cash incentive
compensation would be paid at a minimum of 100% of his threshold bonus amount. However, because under
the Senior Executive Incentive Compensation Plan Mr. Beck earned 115% of his target amount, his cash
incentive compensation was set at the higher level.
Long-Term Incentives
Executive officers (and other employees) are eligible to receive restricted stock, stock option grants,
deferred stock awards and other stock awards that are intended to promote success by aligning employee
financial interests with long-term shareholder value. These stock-based incentives are based on various factors
primarily relating to the responsibilities of the individual officer or employee, their past performance,
anticipated future contributions and prior option grants. In general, our compensation committee bases its
decisions to grant stock-based incentives on recommendations of management and the compensation
committee’s analysis of peer group compensation information, with the intention of keeping the executives’
overall compensation, including the equity component of that compensation, at a competitive level with the
comparator companies reviewed by the compensation committee in the technology and robotics industries. Our
compensation committee also considers the number of shares of common stock outstanding, the number of
shares of common stock authorized for issuance under its equity compensation plans, the number of options
and shares held by the executive officer for whom an award is being considered and the other elements of the
officer’s compensation, as well as our compensation objectives and policies described above. During fiscal
year 2009, stock options and deferred stock awards were granted to our named executive officers. As with the
determination of base salaries and short term incentive payments, the compensation committee exercises
subjective judgment and discretion in view of the above criteria.
Other Compensation
We also have various broad-based employee benefit plans. Our executive officers participate in these
plans on the same terms as other eligible employees, subject to any legal limits on the amounts that may be
contributed or paid to executive officers under these plans. We offer a 401(k) plan, which allows our
employees to invest in a wide array of funds on a pre-tax basis. We do not provide pension arrangements or
post-retirement health coverage for our named executive officers or other employees. We also maintain
insurance and other benefit plans for our employees. Executive officers receive higher life, accidental death
and dismemberment and disability insurance benefits than other employees. In addition, one executive officer
receives amounts allocable to use of our corporate apartment. We also enter into executive agreements with
our executive officers providing for certain severance benefits which may be triggered as a result of the
termination of such officer’s employment under certain circumstances. We offer no perquisites, other than the
use of our corporate apartment, that are not otherwise available to all of our employees.
Executive Agreements
We have entered into executive agreements with each of our executive officers. The executive agreements
provide for severance payments equal to 50% of such officer’s annual base salary, as well as certain continued
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