Exhibit 10.18
IROBOT CORPORATION
2005 STOCK OPTION AND INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the iRobot Corporation 2005 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Non-Employee Directors and other key persons (including
consultants and prospective employees) of iRobot Corporation (the "Company") and
its Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its stockholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
"Administrator" is defined in Section 2(a).
"Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards and Restricted Stock
Awards.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the compensation committee of the Board or a similar
committee performing the functions of the compensation committee and which is
comprised of not less than two Non-Employee Directors who are independent.
"Covered Employee" means an employee who is a "Covered Employee" within the
meaning of Section 162(m) of the Code.
"Deferred Stock Award" means Awards granted pursuant to Section 8.
"Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
"Fair Market Value" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ National
System or a national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date,
the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if
the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on NASDAQ or on a national securities
exchange, the Fair Market Value shall be the "Price to the Public" (or
equivalent) set forth on the cover page for the final prospectus relating to the
Company's Initial Public Offering.
"Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.
"Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, or such other event as a result of or following which
the Stock shall be publicly held.
"Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
"Performance Cycle" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more performance criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Restricted
Stock Award or Deferred Stock Award.
"Restricted Stock Award" means Awards granted pursuant to Section 7.
"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 any Award granted pursuant to Section 6.
"Subsidiary" means any corporation or other entity (other than the Company)
in which the Company has a controlling interest, either directly or indirectly.
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"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.
SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
AND DETERMINE AWARDS
(a) Committee. The Plan shall be administered by either the Board or the
Committee (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 and Deferred Stock Awards, 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 form of written instruments evidencing the Awards;
(v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award;
(vi) subject to the provisions of Section 5(a)(ii), 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. The Administrator, in its
discretion, may delegate to any executive officer of the Company all or part of
the Administrator's authority and duties with respect to the granting of Awards
to employees who are not subject to the reporting and other provisions of
Section 16 of the Exchange Act or Covered Employees. Any
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such delegation by the Administrator shall include a limitation as to the amount
of Awards that may be granted during the period of the delegation and shall
contain guidelines as to the determination of the exercise price of any Stock
Option or Stock Appreciation Right, the conversion ratio or price of other
Awards and the vesting criteria. The Administrator may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior
actions of the Administrator's delegate or delegates that were consistent with
the terms of the Plan.
(d) Indemnification. Neither the Board nor the Committee, nor any member of
either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegate
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time and/or any
indemnification agreement between such individual and the Company.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be the sum of (i) 1,583,682 shares,
(ii) such number of shares as equals that number of stock options or awards
returned to (A) the Company's Amended and Restated 1994 Stock Plan, as amended,
after the Effective Date, (B) the Company's Amended and Restated 2001 Special
Stock Option Plan, after the Effective Date, and (C) the Company's Amended and
Restated 2004 Stock Option and Incentive Plan, after the Effective Date, in each
case as a result of the expiration, cancellation or termination of such stock
options or awards and (iii) as of January 1, 2007 and each January 1,
thereafter, a number of shares equal to four and one-half percent (4.5%) of the
Company's outstanding Stock on such date, subject to adjustment as provided in
Section 3(c). For purposes of this limitation, the shares of Stock underlying
any Awards that are forfeited, canceled, held back upon exercise of an Option or
settlement of an Award to cover the exercise price or tax withholding,
reacquired by the Company prior to vesting, satisfied without the issuance of
Stock or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock available for issuance under the Plan. In no event may
shares of Stock granted in the form of Incentive Stock Options exceed 10,000,000
shares. The shares available for issuance under the Plan may be authorized but
unissued shares of Stock or shares of Stock reacquired by the Company.
(b) Per-Participant Limit. Subject to adjustment under Section 3(c), no
grantee may be granted Awards during any one fiscal year to purchase more than
2,500,000 shares of Stock.
(c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or
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other securities, or, if, as a result of any merger or consolidation, sale of
all or substantially all of the assets of the Company, the outstanding shares of
Stock are converted into or exchanged for a different number or kind of
securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan and the maximum number of shares of Stock that may be granted in the form
of Incentive Stock Options, (ii) the number of Awards that can be granted to any
one individual grantee during any one fiscal year, (iii) the number and kind of
shares or other securities subject to any then outstanding Awards under the
Plan, (iv) the repurchase price, if any, per share subject to each outstanding
Restricted Stock Award, and (v) the price for each share subject to any then
outstanding Stock Options and Stock Appreciation Rights under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Administrator in its discretion may make a cash payment in
lieu of fractional shares.
The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of a Stock Option or Stock
Appreciation Right, without the consent of the grantee, if it would constitute a
modification, extension or renewal of the Option within the meaning of Section
424(h) of the Code.
(d) Acquisition of the Company
(i) Consequences of an Acquisition. Upon the consummation of an
Acquisition, the Board or the board of directors of the surviving or acquiring
entity (as used in this Section 3(d), also the "Board"), shall, as to
outstanding Awards (on the same basis or on different bases as the Board shall
specify), make appropriate provision for the continuation of such Awards by the
Company or the assumption of such Awards by the surviving or acquiring entity
and by substituting on an equitable basis for the shares then subject to such
Awards either (a) the consideration payable with respect to the outstanding
shares of Stock in connection with the Acquisition, (b) shares of stock of the
surviving or acquiring corporation or (c) such other securities or other
consideration as the Board deems appropriate, the fair market value of which (as
determined by the Board in its sole discretion) shall not materially differ from
the fair market value of the shares of Stock subject to such Awards immediately
preceding the Acquisition. In addition to or in lieu of the foregoing, with
respect to outstanding Options and Stock Appreciation Rights, the Board may, on
the same basis or on different bases as the Board shall specify, upon written
notice to the affected optionees, provide that one or more Options and Stock
Appreciation Rights then outstanding must be exercised, in whole or in part,
within a specified number of days of the date of such notice, at the end of
which period such Options and Stock Appreciation Rights shall terminate, or
provide that one or more Options and Stock Appreciation Rights then outstanding,
in whole or in part, shall be terminated in exchange for a cash payment equal to
the excess of the fair market value (as determined by the Board in its sole
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discretion) for the shares subject to such Options and Stock Appreciation Rights
over the exercise price thereof; provided, however, that before terminating any
portion of an Option or Stock Appreciation Right that is not vested or
exercisable (other than in exchange for a cash payment), the Board must first
accelerate in full the exercisability of the portion that is to be terminated.
Unless otherwise determined by the Board (on the same basis or on different
bases as the Board shall specify), any repurchase rights or other rights of the
Company that relate to an Option, Stock Appreciation Right or other Award shall
continue to apply to consideration, including cash, that has been substituted,
assumed or amended for an Option, Stock Appreciation Right or other Award
pursuant to this paragraph. The Company may hold in escrow all or any portion of
any such consideration in order to effectuate any continuing restrictions.
(ii) Acquisition Defined. An "Acquisition" shall mean: (x) the sale of
the Company by merger in which the stockholders of the Company in their capacity
as such no longer own a majority of the outstanding equity securities of the
Company (or its successor), or (y) any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or similar
transaction), or (z) any other acquisition of the business of the Company, as
determined by the Board.
(e) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the substitute awards
be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).
SECTION 4. ELIGIBILITY
Grantees under the Plan will be such full or part-time officers and other
employees, directors and key persons (including consultants and prospective
employees) of the Company and its Subsidiaries as are selected from time to time
by the Administrator in its sole discretion.
SECTION 5. STOCK OPTIONS
Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.
Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.
(a) Grants of Stock Options. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable.
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(i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than one hundred
percent (100%) of the Fair Market Value on the date of grant. In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the option price
of such Incentive Stock Option shall be not less than one hundred ten percent
(110%) of the Fair Market Value on the grant date.
(ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the term of such Stock Option
shall be no more than five years from the date of grant.
(iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date. The
Administrator may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods to the extent provided in the Option Award
agreement:
(A) In cash, by certified or bank check or other instrument
acceptable to the Administrator;
(B) Through the delivery (or attestation to the ownership) of
shares of Stock that have been purchased by the optionee on the open market
or that are beneficially owned by the optionee and are not then subject to
restrictions under any Company plan. Such surrendered shares shall be
valued at Fair Market Value on the exercise date. To the extent required to
avoid variable accounting treatment under FAS 123R or other applicable
accounting rules, such surrendered shares shall have been owned by the
optionee for at least six months; or
(C) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to
the Company for the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the
broker shall comply with such procedures and enter into such agreements of
indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure.
Payment instruments will be received subject to collection. The transfer to the
optionee on the records of the Company or of the transfer agent of the shares of
Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in
accordance with the provisions of the Stock Option) by the
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Company of the full purchase price for such shares and the fulfillment of any
other requirements contained in the Option Award agreement or applicable
provisions of laws (including the satisfaction of any withholding taxes that the
Company is obligated to withhold with respect to the optionee). In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
shares attested to.
(v) Annual Limit on Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.
SECTION 6. STOCK APPRECIATION RIGHTS
(a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is 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, which price shall not be
less than 100 percent of the Fair Market Value of the Stock on the date of grant
(or more than the option exercise price per share, if the Stock Appreciation
Right was granted in tandem with a Stock Option) multiplied by the number of
shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised.
(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.
A Stock Appreciation Right or applicable portion thereof granted in tandem
with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.
(c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:
(i) Stock Appreciation Rights granted in tandem with Options shall be
exercisable at such time or times and to the extent that the related Stock
Options shall be exercisable.
(ii) Upon exercise of a Stock Appreciation Right, the applicable
portion of any related Option shall be surrendered.
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SECTION 7. RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award
entitling the recipient to acquire, at such purchase price (which may be zero)
as determined by the Administrator, shares of Stock subject to such restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Restricted Stock Award is contingent on the
grantee executing the Restricted Stock Award agreement. The terms and conditions
of each such agreement shall be determined by the Administrator, and such terms
and conditions may differ among individual Awards and grantees.
(b) Rights as a Stockholder. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
grantee shall have the rights of a stockholder with respect to the voting of the
Restricted Stock, subject to such conditions contained in the written instrument
evidencing the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Stock shall be accompanied by a
notation on the records of the Company or the transfer agent to the effect that
they are subject to forfeiture until such Restricted Stock are vested as
provided in Section 7(d) below, and (ii) certificated Restricted Stock shall
remain in the possession of the Company until such Restricted Stock is vested as
provided in Section 7(d) below, and the grantee shall be required, as a
condition of the grant, to deliver to the Company such instruments of transfer
as the Administrator may prescribe.
(c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award agreement. Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, if any, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price
from such grantee or such grantee's legal representative simultaneously with
such termination of employment (or other service relationship), and thereafter
shall cease to represent any ownership of the Company by the grantee or rights
of the grantee as a stockholder. Following such deemed reacquisition of unvested
Restricted Stock that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without consideration.
(d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, a grantee's
rights in
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any shares of Restricted Stock that have not vested shall automatically
terminate upon the grantee's termination of employment (or other service
relationship) with the Company and its Subsidiaries and such shares shall be
subject to the provisions of Section 7(c) above.
SECTION 8. DEFERRED STOCK AWARDS
(a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of
phantom stock units to a grantee, subject to restrictions and conditions as the
Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing the Deferred Stock Award agreement.
The terms and conditions of each such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. At the end of the deferral period, the Deferred Stock Award, to
the extent vested, shall be paid to the grantee in the form of shares of Stock.
(b) Election to Receive Deferred Stock Awards in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form
of a Deferred Stock Award. Any such election shall be made in writing and shall
be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator. The Administrator shall have the
sole right to determine whether and under what circumstances to permit such
elections and to impose such limitations and other terms and conditions thereon
as the Administrator deems appropriate. Any such deferred compensation shall be
converted to a fixed number of phantom stock units based on the Fair Market
Value of Stock on the date the compensation would otherwise have been paid to
the grantee but for the deferral.
(c) Rights as a Stockholder. During the deferral period, a grantee shall
have no rights as a stockholder; provided, however, that the grantee may be
credited with Dividend Equivalent Rights with respect to the phantom stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.
(d) Termination. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 14 below, in writing after
the Award agreement is issued, a grantee's right in all Deferred Stock Awards
that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.
SECTION 9. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
Notwithstanding anything to the contrary contained herein, if any
Restricted Stock Award or Deferred Stock Award granted to a Covered Employee is
intended to qualify as "Performance-based Compensation" under Section 162(m) of
the Code and the regulations promulgated thereunder (a "Performance-based
Award"), such Award shall comply with the provisions set forth below:
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(a) Performance Criteria. The performance criteria used in performance
goals governing Performance-based Awards granted to Covered Employees may
include any or all of the following: (i) the Company's return on equity, assets,
capital or investment: (ii) pre-tax or after-tax profit levels of the Company or
any Subsidiary, a division, an operating unit or a business segment of the
Company, or any combination of the foregoing; (iii) cash flow, funds from
operations or similar measure; (iv) total stockholder return; (v) changes in the
market price of the Stock; (vi) sales or market share; or (vii) earnings per
share.
(b) Grant of Performance-based Awards. With respect to each
Performance-based Award granted to a Covered Employee, the Committee shall
select, within the first 90 days of a Performance Cycle (or, if shorter, within
the maximum period allowed under Section 162(m) of the Code) the performance
criteria for such grant, and the achievement targets with respect to each
performance criterion (including a threshold level of performance below which no
amount will become payable with respect to such Award). Each Performance-based
Award will specify the amount payable, or the formula for determining the amount
payable, upon achievement of the various applicable performance targets. The
performance criteria established by the Committee may be (but need not be)
different for each Performance Cycle and different goals may be applicable to
Performance-based Awards to different Covered Employees.
(c) Payment of Performance-based Awards. Following the completion of a
Performance Cycle, the Committee shall meet to review and certify in writing
whether, and to what extent, the performance criteria for the Performance Cycle
have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance-based Awards earned for the Performance Cycle. The
Committee shall then determine the actual size of each Covered Employee's
Performance-based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.
SECTION 10. TRANSFERABILITY OF AWARDS
(a) Transferability. Except as provided in Section 10(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. 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) Committee Action. Notwithstanding Section 10(a), the Administrator, in
its discretion, may provide either in the Award agreement regarding a given
Award or by subsequent written approval that the grantee (who is an employee or
director) may transfer his or her Awards (other than any Incentive Stock
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.
11
(c) Family Member. For purposes of Section 10(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. 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 11. 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
right to deduct any such taxes from any payment of any kind otherwise due to the
grantee. 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. Subject to approval by the Administrator, a grantee
may elect to have the Company's minimum required tax withholding obligation
satisfied, in whole or in part, by (i) 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, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount
due.
SECTION 12. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED
COMPENSATION UNDER SECTION 409A.
In the event any Stock Option or Stock Appreciation Right under the Plan is
granted with an exercise price of less than one hundred percent (100%) of the
Fair Market Value on the date of grant (regardless of whether or not such
exercise price is intentionally or unintentionally priced at less than Fair
Market Value), or such grant is materially modified and deemed a new grant at a
time when the Fair Market Value exceeds the exercise price, or any other Award
is otherwise determined to constitute "nonqualified deferred compensation"
within the meaning of
12
Section 409A (a "409A Award"), the following additional conditions shall apply
and shall supersede any contrary provisions of this Plan or the terms of any
agreement relating to such 409A Award.
(a) Exercise and Distribution. Except as provided in Section 12(b) hereof,
no 409A Award shall be exercisable or distributable earlier than upon one of the
following:
(i) Specified Time. A specified time or a fixed schedule set forth in
the written instrument evidencing the 409A Award, but not later than after the
expiration of ten years from the date such Award was granted.
(ii) Separation from Service. Separation from service (within the
meaning of Section 409A) by the 409A Award grantee; provided, however, that if
the 409A Award grantee is a "key employee" (as defined in Section 416(i) of the
Code without regard to paragraph (5) thereof) and any of the Company's Stock is
publicly traded on an established securities market or otherwise, exercise or
distribution under this Section 12(a)(ii) may not be made before the date that
is six months after the date of separation from service.
(iii) Death. The date of death of the 409A Award grantee.
(iv) Disability. The date the 409A Award grantee becomes disabled
(within the meaning of Section 12(c)(ii) hereof).
(v) Unforeseeable Emergency. The occurrence of an unforeseeable
emergency (within the meaning of Section 12(c)(iii) hereof), but only if the net
value (after payment of the exercise price) of the number of shares of Stock
that become issuable does not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the exercise, after taking into account the extent to which the emergency is
or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the grantee's other assets (to the extent such
liquidation would not itself cause severe financial hardship).
(vi) Change in Control Event. The occurrence of a Change in Control
Event (within the meaning of Section 12(c)(i) hereof), including the Company's
discretionary exercise of the right to accelerate vesting of such grant upon a
Change in Control Event or to terminate the Plan or any 409A Award granted
hereunder within 12 months of the Change in Control Event.
(b) No Acceleration. A 409A Award may not be accelerated or exercised prior
to the time specified in Section 12(a) hereof, except in the case of one of the
following events:
(i) Domestic Relations Order. The 409A Award may permit the
acceleration of the exercise or distribution time or schedule to an individual
other than the grantee as may be necessary to comply with the terms of a
domestic relations order (as defined in Section 414(p)(1)(B) of the Code).
13
(ii) Conflicts of Interest. The 409A Award may permit the acceleration
of the exercise or distribution time or schedule as may be necessary to comply
with the terms of a certificate of divestiture (as defined in Section 1043(b)(2)
of the Code).
(iii) Change in Control Event. The Administrator may exercise the
discretionary right to accelerate the vesting of such 409A Award upon a Change
in Control Event or to terminate the Plan or any 409A Award granted thereunder
within 12 months of the Change in Control Event and cancel the 409A Award for
compensation.
(c) Definitions. Solely for purposes of this Section 12 and not for other
purposes of the Plan, the following terms shall be defined as set forth below:
(i) "Change in Control Event" means the occurrence of a change in the
ownership of the Company, a change in effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company
(as defined in IRS Notice 2005-1, Q&A-11, Q&A-12, Q&A-13 and Q&A-14 or any
subsequent guidance).
(ii) "Disabled" means a grantee who (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company or its Subsidiaries.
(iii) "Unforeseeable Emergency" means a severe financial hardship to
the grantee resulting from an illness or accident of the grantee, the grantee's
spouse, or a dependent (as defined in Section 152(a) of the Code) of the
grantee, loss of the grantee's property due to casualty, or similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the grantee.
SECTION 13. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.
SECTION 14. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or
14
for any other lawful purpose, but no such action shall adversely affect rights
under any outstanding Award without the holder's consent. Except as provided in
Section 3(c) or 3(d), in no event may the Administrator exercise its discretion
to reduce the exercise price of outstanding Stock Options or Stock Appreciation
Rights or effect repricing through cancellation and re-grants. Any material Plan
amendments (other than amendments that curtail the scope of the Plan), including
any Plan amendments that (i) increase the number of shares reserved for issuance
under the Plan, (ii) expand the type of Awards available under, materially
expand the eligibility to participate in, or materially extend the term of, the
Plan, or (iii) materially change the method of determining Fair Market Value,
shall be subject to approval by the Company stockholders entitled to vote at a
meeting of stockholders. In addition, to the extent determined by the
Administrator to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code or to ensure
that compensation earned under Awards qualifies as performance-based
compensation under Section 162(m) of the Code, Plan amendments shall be subject
to approval by the Company stockholders entitled to vote at a meeting of
stockholders. Nothing in this Section 14 shall limit the Administrator's
authority to take any action permitted pursuant to Section 3(d).
SECTION 15. STATUS OF PLAN
With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.
SECTION 16. GENERAL PROVISIONS
(a) No Distribution; Compliance with Legal Requirements. The Administrator
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.
(b) Delivery of Stock Certificates. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company. Uncertificated Stock shall be deemed delivered for all
purposes when the Company or a Stock transfer agent of the Company shall have
given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company,
15
notice of issuance and recorded the issuance in its records (which may include
electronic "book entry" records).
(c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.
(d) Trading Policy Restrictions. Option exercises and other Awards under
the Plan shall be subject to such Company's insider trading policy and
procedures, as in effect from time to time.
(e) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is
required to prepare an accounting restatement due to the material noncompliance
of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, then any grantee who is one of the
individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any
Award received by such individual under the Plan during the 12-month period
following the first public issuance or filing with the United States Securities
and Exchange Commission, as the case may be, of the financial document embodying
such financial reporting requirement.
SECTION 17. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon approval by the holders of a majority
of the votes cast at a meeting of stockholders at which a quorum is present or
pursuant to a written consent of stockholders. No grants of Stock Options and
other Awards may be made hereunder after the tenth (10th) anniversary of the
Effective Date and no grants of Incentive Stock Options may be made hereunder
after the tenth (10th) anniversary of the date the Plan is approved by the
Board.
SECTION 18. GOVERNING LAW
This Plan and all Awards and actions taken thereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.
DATE APPROVED BY BOARD OF DIRECTORS:
DATE APPROVED BY STOCKHOLDERS:
16
IROBOT CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
iRobot Corporation (the "Company") hereby grants the following stock option
pursuant to its 2005 Stock Option and Incentive Plan, as amended from time to
time. The terms and conditions attached hereto are also a part hereof.
Name of optionee (the "Optionee")*:
Date of this option grant:
Number of shares of the Company's Common Stock
subject to this option ("Shares"):
Option exercise price per share:
Number, if any, of Shares that may be purchased
on or after the grant date:
Shares that are subject to vesting schedule:
Vesting Start Date:
Vesting Schedule:
One year from Vesting Start Date: ___% of the Shares
Two years from Vesting Start Date: ___% of the Shares
Three years from Vesting Start Date: ___% of the Shares
Four years from Vesting Start Date: ___% of the Shares
Five years from Vesting Start Date: ___% of the Shares
All vesting is dependent on the continuation of a Business Relationship with the
Company, as provided herein.
Payment alternatives: Section 7(a)(i) through (iii)
This option satisfies in full all commitments that the Company has to the
Optionee with respect to the issuance of stock, stock options or other equity
securities.
IROBOT CORPORATION
By:
- ------------------------------------- ------------------------------------
Signature of Optionee Name of Officer:
-----------------------
- ------------------------------------- Title:
Street Address ---------------------------------
- -------------------------------------
City/State/Zip Code
- ----------
* N.B.: This form of agreement is designed for grants of "incentive stock
options" to employees who, at time of grant, are not 10% stockholders.
IROBOT CORPORATION
INCENTIVE STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS
1. Grant Under Plan. This option is granted pursuant to and is governed by
the Company's 2005 Stock Option and Incentive Plan, as amended from time to time
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meaning as in the Plan.
2. Grant as Incentive Stock Option. This option is intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code").
3. Vesting of Option.
(a) Vesting if Business Relationship Continues. The Optionee may
exercise this option on or after the date of this option grant for the
number of shares of Common Stock, if any, set forth (or, to the extent
applicable, derived from the percentages set forth) on the cover page
hereof. If the Optionee has continuously maintained a Business Relationship
(as defined below) with the Company through the dates listed on the vesting
schedule set forth on the cover page hereof, the Optionee may exercise this
option for the additional number of shares of Common Stock set opposite the
applicable vesting date. Notwithstanding the foregoing, the Board may, in
its discretion, accelerate the date that any installment of this option
becomes exercisable. The foregoing rights are cumulative and may be
exercised only before the date which is seven years from the date of this
option grant.
(b) For purposes hereof, "Business Relationship" shall mean service to
the Company or its successor in the capacity of an employee, officer,
director or consultant.
4. Termination of Business Relationship.
(a) Termination. If the Optionee's Business Relationship with the
Company ceases, voluntarily or involuntarily, with or without cause, no
further installments of this option shall become exercisable, and this
option shall expire (may no longer be exercised) after the passage of 90
days from the date of termination, but in no event later than the scheduled
expiration date. Any determination under this agreement as to the status of
a Business Relationship or other matters referred to above shall be made in
good faith by the Board of Directors of the Company.
(b) Employment Status. For purposes hereof, with respect to employees
of the Company, employment shall not be considered as having terminated
during any leave of absence if such leave of absence has been approved in
writing by the Company and if such written approval contractually obligates
the Company to continue the employment of the Optionee after the approved
period of absence; in the event of such an approved leave of absence,
vesting of this option shall be suspended (and the period of the leave of
written approval of the leave of absence. For purposes hereof, a
termination of
-2-
employment followed by another Business Relationship shall be deemed a
termination of the Business Relationship with all vesting to cease unless
the Company enters into a written agreement related to such other Business
Relationship in which it is specifically stated that there is no
termination of the Business Relationship under this agreement. This option
shall not be affected by any change of employment within or among the
Company and its Subsidiaries so long as the Optionee continuously remains
an employee of the Company or any Subsidiary.
5. Death; Disability.
(a) Death. Upon the death of the Optionee while the Optionee is
maintaining a Business Relationship with the Company, this option may be
exercised, to the extent otherwise exercisable on the date of the
Optionee's death, by the Optionee's estate, personal representative or
beneficiary to whom this option has been transferred pursuant to Section 9,
only at any time within 180 days after the date of death, but not later
than the scheduled expiration date.
(b) Disability. If the Optionee ceases to maintain a Business
Relationship with the Company by reason of his or her disability, this
option may be exercised, to the extent otherwise exercisable on the date of
cessation of the Business Relationship, only at any time within 180 days
after such cessation of the Business Relationship, but not later than the
scheduled expiration date. For purposes hereof, "disability" means
"permanent and total disability" as defined in Section 22(e)(3) of the
Code.
6. Partial Exercise. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share.
7. Payment of Exercise Price. The exercise price shall be paid by one or
any combination of the following forms of payment that are applicable to this
option, as indicated on the cover page hereof:
(i) by cash, certified check or bank check payable to the order of
the Company; or
(ii) by delivery of an irrevocable and unconditional undertaking,
satisfactory in form and substance to the Company, by a
creditworthy broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or delivery by the Optionee to
the Company of a copy of irrevocable and unconditional
instructions, satisfactory in form and substance to the Company,
to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price; or
(iii) by delivery of shares of Common Stock having a fair market value
equal as of the date of exercise to the option price. To the
extent required to avoid variable accounting treatment under FAS
123R or other applicable
-3-
accounting rules, such shares shall have been owned by the
Optionee free of any substantial forfeiture for at least six
months.
In the case of (iii) above, fair market value as of the date of
exercise shall be determined as of the last business day for which such
prices or quotes are available prior to the date of exercise and shall mean
(i) the last reported sale price (on that date) of the Common Stock on the
principal national securities exchange on which the Common Stock is traded,
if the Common Stock is then traded on a national securities exchange; or
(ii) the last reported sale price (on that date) of the Common Stock on the
Nasdaq National Market (or successor trading system), if the Common Stock
is not then traded on a national securities exchange.
8. Method of Exercising Option. Subject to the terms and conditions of this
agreement, this option may be exercised by written notice to the Company at its
principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Shares for which it is being exercised and shall be signed by the
person or persons so exercising this option. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the Company shall deliver
a certificate or certificates representing such shares as soon as practicable
after the notice shall be received. Such certificate or certificates shall be
registered in the name of the person or persons so exercising this option (or,
if this option shall be exercised by the Optionee and if the Optionee shall so
request in the notice exercising this option, shall be registered in the name of
the Optionee and another person jointly, with right of survivorship). In the
event this option shall be exercised, pursuant to Section 5 hereof, by any
person or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option.
9. Option Not Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee's
lifetime only the Optionee can exercise this option.
10. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
11. No Obligation to Continue Business Relationship. Neither the Plan, this
agreement, nor the grant of this option imposes any obligation on the Company to
continue the Optionee in employment or other Business Relationship.
12. Adjustments. Except as is expressly provided in the Plan with respect
to certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to such
date of exercise.
13. Withholding Taxes. If the Company in its discretion determines that it
is obligated to withhold any tax in connection with the exercise of this option,
or in connection with the transfer of, or the lapse of restrictions on, any
Common Stock or other property acquired pursuant to this option, the Optionee
hereby agrees that the Company may withhold from the Optionee's wages or other
remuneration the appropriate amount of tax. At the discretion of the
-4-
Company, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Optionee on exercise of this option. The Optionee
further agrees that, if the Company does not withhold an amount from the
Optionee's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Optionee will make reimbursement on demand, in
cash, for the amount underwithheld. In the event withholding is satisfied in
kind, only the minimum amount of required withholding shall be made.
14. Early Disposition. The Optionee agrees to notify the Company in writing
immediately after the Optionee transfers any Shares, if such transfer occurs on
or before the later of (a) the date that is two years after the date of this
agreement or (b) the date that is one year after the date on which the Optionee
acquired such Shares. The Optionee also agrees to provide tax purposes.
15. Arbitration. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.
16. Provision of Documentation to Optionee. By signing this agreement the
Optionee acknowledges receipt of a copy of this agreement and a copy of the
Plan.
17. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be
deemed given when sent by mail, if to the Optionee, to the address set
forth on the cover page or at the address shown on the records of the
Company, and if to the Company, to the Company's principal executive
offices, attention of the Corporate Secretary.
(b) Entire Agreement; Modification. This agreement constitutes the
entire agreement between the parties relative to the subject matter hereof,
and supersedes all proposals, written or oral, and all other communications
between the parties relating to the subject matter of this agreement. This
agreement may be modified, amended or rescinded only by a written agreement
executed by both parties.
(c) Fractional Shares. If this option becomes exercisable for a
fraction of a share because of the adjustment provisions contained in the
Plan, such fraction shall be rounded down.
(d) Issuances of Securities; Changes in Capital Structure. Except as
expressly provided herein or in the Plan, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares subject to this
option. No adjustments need be made for dividends paid in cash or in
property other than securities of the Company. If there shall be any change
in the Common Stock of the Company through merger, consolidation,
reorganization,
-5-
recapitalization, stock dividend, stock split, combination or exchange of
shares, spin-off, split-up or other similar change in capitalization or
event, the restrictions contained in this agreement shall apply with equal
force to additional and/or substitute securities, if any, received by the
Optionee in exchange for, or by virtue of his or her ownership of, Shares,
except as otherwise determined by the Board.
(e) Severability. The invalidity, illegality or unenforceability of
any provision of this agreement shall in no way affect the validity,
legality or enforceability of any other provision.
(f) Successors and Assigns. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 9 hereof.
(g) Governing Law. This agreement shall be governed by and interpreted
in accordance with the laws of the state of Delaware, without giving effect
to the principles of the conflicts of laws thereof.
IROBOT CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
iRobot Corporation (the "Company") hereby grants the following stock option
pursuant to its 2005 Stock Option and Incentive Plan, as amended from time to
time. The terms and conditions attached hereto are also a part hereof.
Name of optionee (the "Optionee"):
Date of this option grant:
Number of shares of the Company's
Common Stock subject to this option ("Shares"):
Option exercise price per share:
Number, if any, of Shares that may be purchased
on or after the grant date:
Shares that are subject to vesting schedule:
Vesting Start Date:
Vesting Schedule:
One year from Vesting Start Date: ___% of the Shares
Two years from Vesting Start Date: ___% of the Shares
Three years from Vesting Start Date: ___% of the Shares
Four years from Vesting Start Date: ___% of the Shares
Five years from Vesting Start Date: ___% of the Shares
All vesting is dependent on the continuation of a Business Relationship with the
Company, as provided herein.
Payment alternatives: Section 7(a)(i) through (iii)
This option satisfies in full all commitments that the Company has to the
Optionee with respect to the issuance of stock, stock options or other equity
securities.
IROBOT CORPORATION
By:
- ------------------------------------- ------------------------------------
Signature of Optionee Name of Officer:
-----------------------
- ------------------------------------- Title:
Street Address ---------------------------------
- -------------------------------------
City/State/Zip Code
IROBOT CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS
1. Grant Under Plan. This option is granted pursuant to and is governed by
the Company's 2005 Stock Option and Incentive Plan, as amended from time to time
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meaning as in the Plan.
2. Designation of Option. This Option is intended to be a Nonstatutory
Stock Option and is not intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended and the
regulations thereunder (the "Code").
3. Vesting of Option.
(a) Vesting if Business Relationship Continues. The Optionee may
exercise this option on or after the date of this option grant for the
number of shares of Common Stock, if any, set forth (or, to the extent
applicable, derived from the percentages set forth) on the cover page
hereof. If the Optionee has continuously maintained a Business Relationship
(as defined below) with the Company through the dates listed on the vesting
schedule set forth on the cover page hereof, the Optionee may exercise this
option for the additional number of shares of Common Stock set opposite the
applicable vesting date. Notwithstanding the foregoing, the Board may, in
its discretion, accelerate the date that any installment of this option
becomes exercisable. The foregoing rights are cumulative and may be
exercised only before the date which is seven years from the date of this
option grant.
(b) For purposes hereof, "Business Relationship" shall mean service to
the Company or its successor in the capacity of an employee, officer,
director or consultant.
4. Termination of Business Relationship.
(a) Termination. If the Optionee's Business Relationship with the
Company ceases, voluntarily or involuntarily, with or without cause, no
further installments of this option shall become exercisable, and this
option shall expire (may no longer be exercised) after the passage of three
months from the date of termination, but in no event later than the
scheduled expiration date. Any determination under this agreement as to the
status of a Business Relationship or other matters referred to above shall
be made in good faith by the Board of Directors of the Company.
(b) Employment Status. For purposes hereof, with respect to employees
of the Company, employment shall not be considered as having terminated
during any leave of absence if such leave of absence has been approved in
writing by the Company and if such written approval contractually obligates
the Company to continue the employment of the Optionee after the approved
period of absence; in the event of such an approved leave
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of absence, vesting of this option shall be suspended (and the period of
the leave of absence shall be added to all vesting dates) unless otherwise
provided in the Company's written approval of the leave of absence. For
purposes hereof, a termination of employment followed by another Business
Relationship shall be deemed a termination of the Business Relationship
with all vesting to cease unless the Company enters into a written
agreement related to such other Business Relationship in which it is
specifically stated that there is no termination of the Business
Relationship under this agreement. This option shall not be affected by any
change of employment within or among the Company and its Subsidiaries so
long as the Optionee continuously remains an employee of the Company or any
Subsidiary.
5. Death; Disability.
(a) Death. Upon the death of the Optionee while the Optionee is
maintaining a Business Relationship with the Company, this option may be
exercised, to the extent otherwise exercisable on the date of the
Optionee's death, by the Optionee's estate, personal representative or
beneficiary to whom this option has been transferred pursuant to Section 9,
only at any time within 180 days after the date of death, but not later
than the scheduled expiration date.
(b) Disability. If the Optionee ceases to maintain a Business
Relationship with the Company by reason of his or her disability, this
option may be exercised, to the extent otherwise exercisable on the date of
cessation of the Business Relationship, only at any time within 180 days
after such cessation of the Business Relationship, but not later than the
scheduled expiration date. For purposes hereof, "disability" means
"permanent and total disability" as defined in Section 22(e)(3) of the
Code.
6. Partial Exercise. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share.
7. Payment of Exercise Price. The exercise price shall be paid by one or
any combination of the following forms of payment that are applicable to this
option, as indicated on the cover page hereof:
(i) by cash, certified check or bank check payable to the order of
the Company; or
(ii) by delivery of an irrevocable and unconditional undertaking,
satisfactory in form and substance to the Company, by a
creditworthy broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or delivery by the Optionee to
the Company of a copy of irrevocable and unconditional
instructions, satisfactory in form and substance to the Company,
to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price; or
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(iii) by delivery of shares of Common Stock having a fair market value
equal as of the date of exercise to the option price. To the
extent required to avoid variable accounting treatment under FAS
123R or other applicable accounting rules, such shares shall have
been owned by the Optionee free of any substantial risk of
forfeiture for at least six months.
In the case of (iii) above, fair market value as of the date of
exercise shall be determined as of the last business day for which such
prices or quotes are available prior to the date of exercise and shall mean
(i) the last reported sale price (on that date) of the Common Stock on the
principal national securities exchange on which the Common Stock is traded,
if the Common Stock is then traded on a national securities exchange; or
(ii) the last reported sale price (on that date) of the Common Stock on the
Nasdaq National Market (or successor trading system), if the Common Stock
is not then traded on a national securities exchange.
8. Method of Exercising Option. Subject to the terms and conditions of this
agreement, this option may be exercised by written notice to the Company at its
principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Shares for which it is being exercised and shall be signed by the
person or persons so exercising this option. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the Company shall deliver
a certificate or certificates representing such shares as soon as practicable
after the notice shall be received. Such certificate or certificates shall be
registered in the name of the person or persons so exercising this option (or,
if this option shall be exercised by the Optionee and if the Optionee shall so
request in the notice exercising this option, shall be registered in the name of
the Optionee and another person jointly, with right of survivorship). In the
event this option shall be exercised, pursuant to Section 5 hereof, by any
person or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option.
9. Option Not Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee's
lifetime only the Optionee can exercise this option.
10. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
11. No Obligation to Continue Business Relationship. Neither the Plan, this
agreement, nor the grant of this option imposes any obligation on the Company to
continue the Optionee in employment or other Business Relationship.
12. Adjustments. Except as is expressly provided in the Plan with respect
to certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to such
date of exercise.
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13. Withholding Taxes. If the Company in its discretion determines that it
is obligated to withhold any tax in connection with the exercise of this option,
or in connection with the transfer of, or the lapse of restrictions on, any
Common Stock or other property acquired pursuant to this option, the Optionee
hereby agrees that the Company may withhold from the Optionee's wages or other
remuneration the appropriate amount of tax. At the discretion of the Company,
the amount required to be withheld may be withheld in cash from such wages or
other remuneration or in kind from the Common Stock or other property otherwise
deliverable to the Optionee on exercise of this option. The Optionee further
agrees that, if the Company does not withhold an amount from the Optionee's
wages or other remuneration sufficient to satisfy the withholding obligation of
the Company, the Optionee will make reimbursement on demand, in cash, for the
amount underwithheld. In the event withholding is satisfied in kind, only the
minimum amount of required withholding shall be made.
14. Arbitration. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.
15. Provision of Documentation to Optionee. By signing this agreement the
Optionee acknowledges receipt of a copy of this agreement and a copy of the
Plan.
16. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be
deemed given when sent by mail, if to the Optionee, to the address set
forth on the cover page or at the address shown on the records of the
Company, and if to the Company, to the Company's principal executive
offices, attention of the Corporate Secretary.
(b) Entire Agreement; Modification. This agreement constitutes the
entire agreement between the parties relative to the subject matter hereof,
and supersedes all proposals, written or oral, and all other communications
between the parties relating to the subject matter of this agreement. This
agreement may be modified, amended or rescinded only by a written agreement
executed by both parties.
(c) Fractional Shares. If this option becomes exercisable for a
fraction of a share because of the adjustment provisions contained in the
Plan, such fraction shall be rounded down.
(d) Issuances of Securities; Changes in Capital Structure. Except as
expressly provided herein or in the Plan, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares subject to this
option. No adjustments need be made for dividends paid in cash or in
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property other than securities of the Company. If there shall be any change
in the Common Stock of the Company through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination
or exchange of shares, spin-off, split-up or other similar change in
capitalization or event, the restrictions contained in this agreement shall
apply with equal force to additional and/or substitute securities, if any,
received by the Optionee in exchange for, or by virtue of his or her
ownership of, Shares, except as otherwise determined by the Board.
(e) Severability. The invalidity, illegality or unenforceability of
any provision of this agreement shall in no way affect the validity,
legality or enforceability of any other provision.
(f) Successors and Assigns. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 9 hereof.
(g) Governing Law. This agreement shall be governed by and interpreted
in accordance with the laws of the state of Delaware, without giving effect
to the principles of the conflicts of laws thereof.