iRobot 2014 Annual Report Download - page 66

A-10
SECTION 14. TRANSFERABILITY OF AWARDS
(a) Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be
exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No
Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of
descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.
(b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the
Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may
transfer his or her Non-Qualified Options to his or her immediate family members, to trusts for the benefit of such family members, or
to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a
grantee for value.
(c) Family Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other
than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a
foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or
the grantee) own more than 50 percent of the voting interests.
(d) Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award
payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and
shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the
designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.
SECTION 15. TAX WITHHOLDING
(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or
other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to
the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the
extent permitted by law, have the rights to deduct any such taxes from any payment of any kind otherwise due to the grantee and/or to
direct that the proceeds from a sale of Stock on behalf of a grantee be paid over to the Company to satisfy any such tax withholding
obligations. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and
conditioned on tax withholding obligations being satisfied by the grantee.
(b) Payment in Stock. In the Administrator’s discretion, the Company’s minimum required tax withholding obligation
may be satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award
a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding
amount due. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding
amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the
value of Stock includible in income of the Participants.
SECTION 16. SECTION 409A AWARDS
To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section
409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from
time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation
from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the
grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment
from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such
Award may not be accelerated except to the extent permitted by Section 409A.