iRobot 2010 Annual Report Download - page 45

Appendix A
iRobot Corporation Senior Executive Incentive Compensation Plan,
as amended and restated as of April 6, 2011
IROBOT CORPORATION
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
AS AMENDED AND RESTATED
1. Purpose
This Senior Executive Incentive Compensation Plan (the “Incentive Plan”) is intended to provide an
incentive for superior work and to motivate eligible executives of iRobot Corporation (the “Company”) and its
subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the
Company and its stockholders and to enable the Company to attract and retain highly qualified executives.
The Incentive Plan is for the benefit of Covered Executives (as defined below). The Incentive Plan is amended
and restated as of January 2, 2011 in order to ensure that future payments under the Incentive Plan qualify as
“performance-based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”).
2. Covered Executives
From time to time, the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to
receive bonuses hereunder.
3. Administration
Each member of the Compensation Committee must be an “outside director” within the meaning of
Section 162(m) of the Code. The Compensation Committee shall have the sole discretion and authority to
administer and interpret the Incentive Plan. The Compensation Committee in its discretion may decrease but
not increase the amount of the bonus payment to any Covered Executive.
4. Bonus Determinations
a. A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment
of performance targets that are approved by the Compensation Committee and relate to the following financial
and operational metrics with respect to the Company or any of its subsidiaries or divisions (the “Performance
Goals”) relating to any or any combination of the following (measured absolutely or by reference to a select
group of companies, an index or indices and determined either on a consolidated basis or, as the context
permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof):
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 including acquisitions and product launch.
b. (i) Any bonuses paid to Covered Executives under the Incentive Plan shall be based upon objectively
determinable bonus formulas approved by the Compensation Committee that tie such bonuses to one or more
performance targets relating to the Performance Goals, (ii) bonus formulas and performance targets for
Covered Executives shall be adopted within the first 90 days of each performance period by the Compensation
Committee and (iii) no bonuses shall be paid to Covered Executives unless and until the Compensation
Committee has certified the level of attainment of the Performance Goals.
c. Each Covered Executive shall have a targeted bonus opportunity for each performance period. The
maximum bonus payable to a Covered Executive under this Incentive Plan is 200 percent of the Covered
Executive’s bonus opportunity, but not in excess of $2 million.
A-1
Proxy Statement