iRobot 2010 Annual Report Download - page 39

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award) which participants will be eligible for incentive awards. The Performance Period is the fiscal year of
the Company.
The compensation committee will establish within the first 90 days of each Performance Period a
threshold, target and maximum award for each participant and the goals relating to the Company, subsidiary or
division performance for each participant (the “Performance Goals”). Participants will earn incentive awards
based upon the level of attainment of the applicable Performance Goals during the applicable Performance
Period, as and to the extent established by the compensation committee.
The Performance Goals will be based on attainment of specific levels of performance of the Company (or
of a subsidiary or division thereof) with reference to one or more of the following criteria: revenue, earnings
per share, Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, merger and
acquisition expenses and non-cash stock compensation), operating cash flow, operating income, operating
expenses, gross margins, return on equity, investment, capital or assets, division contribution margin, inventory
level, working capital and specific strategic milestones.
As soon as practicable following the end of the applicable Performance Period, the Compensation
Committee will certify the attainment of the Performance Goals and will calculate the incentive award, if any,
payable to each participant. Incentive awards will be paid in a lump sum payment as soon as practicable
following the determination of the amount thereof by the compensation committee, but not later than March 15.
The compensation committee retains the right to reduce the amount of any incentive award in its discretion.
The maximum incentive award payable to a participant for any performance period is 200 percent of his bonus
opportunity or $2 million, if less.
Effective Date; Termination and Amendment
If approved by the stockholders of the Company, the Incentive Plan will remain in effect. The
compensation committee may amend, suspend or terminate the Incentive Plan at any time, provided, however,
that no amendment may be made without the approval of the Company’s stockholders to the extent determined
by the compensation committee to be required by the Code to ensure that payments under the Incentive Plan
qualify as “performance-based” compensation under Section 162(m) of the Code.
New Plan Benefits
Because amounts payable under the Incentive Plan are based on satisfaction of certain Performance Goals
in each applicable Performance Period, it cannot be determined at this time what amounts, if any, will be
received by any participants under the Incentive Plan. The amounts earned under the Incentive Plan for fiscal
years 2008, 2009 and 2010 to our Named Executive Officer are set forth in the Summary Compensation Table
on page 26.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE iROBOT CORPORATION SENIOR EXECUTIVE
INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED.
35
Proxy Statement