iRobot 2010 Annual Report Download - page 22

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
No portion of this compensation committee report shall be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
through any general statement incorporating by reference in its entirety the proxy statement in which this report
appears, except to the extent that the Company specifically incorporates this report or a portion of it by
reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.
The compensation committee of the board of directors, which is comprised solely of independent
directors within the meaning of applicable rules of The NASDAQ Stock Market, Inc., outside directors within
the meaning of Section 162 of the Internal Revenue Code of 1986, as amended, and non-employee directors
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, is responsible for
developing executive compensation policies and advising the board of directors with respect to such policies
and administering the Company’s cash incentive, stock option and employee stock purchase plans. The
compensation committee sets performance goals and objectives for the chief executive officer and the other
executive officers, evaluates their performance with respect to those goals and sets their compensation based
upon the evaluation of their performance. In evaluating executive officer pay, the compensation committee
may retain the services of a compensation consultant and consider recommendations from the chief executive
officer with respect to goals and compensation of the other executive officers. The compensation committee
assesses the information it receives in accordance with its business judgment. The compensation committee
also periodically reviews director compensation. All decisions with respect to executive and director compen-
sation are approved by the compensation committee and recommended to the full board for ratification.
George McNamee, Paul Kern and Ronald Chwang are the current members of the compensation committee.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis (the
“CD&A”) for the year ended January 1, 2011 with management. In reliance on the reviews and discussions
referred to above, the compensation committee recommended to the board of directors, and the board of
directors has approved, that the CD&A be included in the proxy statement for the year ended January 1, 2011
for filing with the SEC.
Respectfully submitted by the
Compensation Committee,
George C. McNamee (chairman)
Paul J. Kern
Ronald Chwang
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