iRobot 2014 Annual Report Download - page 59

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A-3
“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received
by stockholders, per share of Stock pursuant to a Sale Event.
“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.
“Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.
“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the
excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied
by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.
“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent
interest, either directly or indirectly.
“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424
(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation.
“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.
SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND
DETERMINE AWARDS
(a) Administration of Plan. The Plan shall be administered by the Administrator.
(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the
terms of the Plan, including the power and authority:
(i) to select the individuals to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock
Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the
foregoing, granted to any one or more grantees;
(iii) to determine the number of shares of Stock to be covered by any Award;
(iv) to determine and modify from time to time the terms and conditions, including restrictions, not
inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the forms of Award Certificates;
(v) to accelerate the exercisability or vesting of all or any portion of any Award;
(vi) subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options
may be exercised; and
(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the
Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any
Award (including related written instruments); to make all determinations it deems advisable for the administration of the
Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.
All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan
grantees.
(c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may
delegate to the Chief Executive Officer or another executive officer of the Company or a committee comprised of the Chief Executive
Officer and another officer or officers of the Company, all or part of the Administrator’s authority and duties with respect to the
granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and
(ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Stock underlying
Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise
Proxy Statement