iRobot 2010 Annual Report Download - page 46
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d. The payment of a bonus to a Covered Executive with respect to a performance period shall be
conditioned upon the Covered Executive’s employment by the Company on the last day of the performance
period; provided, however, that the Compensation Committee may make exceptions to this requirement, in its
sole discretion, including, without limitation, in the case of a Covered Executive’s termination of employment,
retirement, death or disability.
e. The performance period under the Incentive Plan shall be the Company’s fiscal year.
5. Stockholder Approval
No payments may be made under this Incentive Plan to any Covered Executive who is a “covered
employee” within the meaning of Section 162(m) of the Code unless and until the stockholders of the
Company have approved the Incentive Plan (and to the extent required by Section 162(m) of the Code,
re-approved the Incentive Plan) in a manner that complies with the stockholder approval requirements of
Section 162(m) of the Code.
6. Timing of Payment & Tax Withholding
The Performance Goals will be measured at the end of each fiscal year after the Company’s financial
reports have been published. If the Performance Goals are met, payments will be made within 30 days
thereafter, but not later than March 15. All payments under the Plan shall be subject to reduction for
applicable tax and other legally or contractually required withholdings.
7. Amendment and Termination
The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole
discretion; provided, however, that plan amendment shall be subject to 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.
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