Exhibit 10.1
IROBOT CORPORATION
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
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).
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.
The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Incentive Plan.
(a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the
attainment of performance targets that are established by the Compensation Committee and relate to
financial and operational metrics with respect to the Company or any of its subsidiaries (the
Performance Goals), including, but not limited to, the following: revenue, earnings per share,
EBITDA and specific strategic milestones.
(b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas
that tie such bonuses to one or more performance targets relating to the Performance Goals, (ii)
bonus formulas for Covered Executives shall be adopted in each performance period by the
Compensation Committee and (iii) no bonuses shall be paid to Covered Executives unless and until
the Compensation Committee makes a determination with respect to the attainment of the performance
objectives. Notwithstanding the foregoing, the Company may adjust bonuses payable under the
Incentive Plan based on achievement of individual performance goals or pay bonuses (including,
without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based
upon such other terms and conditions as the Compensation Committee may in its discretion determine.
(c) Each Covered Executive shall have a targeted bonus opportunity for each performance
period. The maximum bonus payable to a Covered Executive under the Plan is 200% of the Covered
Executives bonus opportunity.
iRobot Corporation
Senior Executive Incentive Compensation Plan
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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 Executives 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 Executives termination of employment, retirement, death or disability.
The Performance Goals will be measured at the end of each fiscal year after the Companys
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.
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Amendment and Termination |
The Company reserves the right to amend or terminate the Incentive Plan at any time in its
sole discretion.
iRobot Corporation
Top Management Incentive Compensation Plan
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