EXHIBIT 10.6
AMENDED AND RESTATED
2001 SPECIAL STOCK OPTION PLAN
OF IROBOT CORPORATION
SECTION 1 ESTABLISHMENT AND PURPOSE
The purpose of this Plan is to amend and restate in its entirety the 2001
Special Stock Option Plan of the Company The Plan is designed to offer selected
employees, directors and consultants an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, by
purchasing Shares of the Company's Common Stock The Plan provides both for the
direct award or sale of Shares and for the grant of Options to purchase Shares
Options granted under the Plan may include Nonstatutory options as well as ISOs
intended to qualify under section 422 of the Code
SECTION 2 DEFINITIONS
(a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time
(c) "Committee" shall mean a committee of the Board of Directors, as
described in Section 3(a)
(d) "Company" shall mean iRobot Corporation, a Delaware corporation
(e) "Employee" shall mean (i) any employee of the Company or of a
Subsidiary as determined in accordance with the provisions of
Treasury Regulation Section 1 421-7(h) under the Code or any
successor regulations thereto, (ii) a member of the Board of
Directors, (iii) an independent contractor who performs services for
the Company or a Subsidiary, and (iv) any individual who is employed
by any partnership in which the Company has a substantial
partnership interest
Service as a member of the Board of Directors or as an independent
contractor shall be considered employment for all purposes of the
Plan except the second sentence of Section 4(a)
(f) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement
(g) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith Such determination shall be conclusive
and binding on all persons
(h) "ISO" shall mean an employee incentive stock option described in
section 422(b) of the Code
(i) "Nonstatutory Option" shall mean an employee stock option not
described in section 422(b) or section 423(b) of the Code
(j) "Offeree" shall mean an individual to whom the Committee has offered
the right to acquire Shares under the Plan (other than upon exercise of an
Option)
(k) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares
(l) "Optionee" shall mean an individual who holds an Option
(m) "Plan" shall mean this Amended and Restated 2001 Special Stock Option
Plan of iRobot Corporation
(n) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee
(o) "Service" shall mean service as an Employee
(p) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable)
(q) "Stock" shall mean the Common Stock of the Company
(r) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee
which contains the terms, conditions and restrictions pertaining to his Option
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(s) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares
(t) "Subsidiary" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date
(u) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than six months
SECTION 3 ADMINISTRATION
(a) Committee Membership The Plan shall be administered by the Committee,
which shall consist of three members of the Board of Directors The members of
the Committee shall be appointed by the Board of Directors If no Committee has
been appointed, the entire Board of Directors shall constitute the Committee
(b) Committee Procedures The Board of Directors shall designate one of the
members of the Committee as chairman The Committee may hold meetings at such
times and places as it shall determine The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee
(c) Committee Responsibilities Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take the following actions
(i) To interpret the Plan and to apply its provisions,
(ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan,
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(iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan,
(iv) To determine when Shares are to be awarded or offered for sale
and when Options are to be granted under the Plan,
(v) To select the Offerees and Optionees,
(vi) To determine the number of Shares to be offered to each Offeree
or to be made subject to each Option,
(vii) To prescribe the terms and conditions of each award or sale of
Shares, including (without limitation) the Purchase Price, and to specify
the provisions of the Stock Purchase Agreement relating to such award or
sale,
(viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to determine whether
such Option is to be classified as an ISO or as a Nonstatutory Option, and
to specify the provisions of the Stock Option Agreement relating to such
Option,
(ix) To amend any outstanding Stock Purchase Agreement or Stock
Option Agreement, subject to applicable legal restrictions and to the
consent of the Offeree or Optionee who entered into such agreement, and
(x) To take any other actions deemed necessary or advisable for the
administration of the Plan
All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee No member of the Committee shall be liable
for any action that he has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan
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(d) Financial Reports Not less often than annually, the Company shall
furnish to Optionees and Offerees reports of its financial condition, unless
such Optionees and Offerees have access to equivalent information through their
employment Such reports need not be audited
SECTION 4 ELIGIBILITY
(a) General Rule Only Employees shall be eligible for designation as
Optionees or Offerees by the Committee In addition, only individuals who are
employees of the Company or of a Subsidiary as determined in accordance with the
provisions of Treasury Regulation Section 1 421-7(h) under the Code or any
successor regulations thereto shall be eligible for the grant of ISOs
(b) Ten-Percent Shareholders An Employee who owns more than 10 percent of
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee of an ISO unless (i) the Exercise Price is at least 110 percent of the
Fair Market Value of a Share on the date of grant, and (ii) such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant
(c) Attribution Rules For purposes of Subsection (b) above, in determining
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust shall be
deemed to be owned proportionately by or for its shareholders, partners or
beneficiaries Stock with respect to which such Employee holds an option shall
not be counted
(d) Outstanding Stock For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person
SECTION 5 STOCK SUBJECT TO PLAN
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(a) Basic Limitation Shares offered under the Plan shall be authorized but
unissued Shares or shares of Stock reacquired in any manner The aggregate number
of Shares which may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 642,310 Shares, subject to adjustment
pursuant to Section 9 The number of Shares which are subject to Options or other
rights outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan
(b) Additional Shares In the event that any outstanding Option or other
right for any reason expires or is cancelled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for issuance under the Plan In the event that Shares are reacquired
by the Company pursuant to a forfeiture provision, a right of repurchase, a
right of first refusal or a transaction under Section 8(b), such Shares shall
again be available for the issuance under the Plan, provided that Shares that
were acquired pursuant to the exercise of an Option which are subsequently
reacquired by the Company shall not be available for issuance pursuant to the
exercise of another Option (except as specifically provided in Section 5(a)) and
provided further that, the cumulative number of such Shares that are available
for reissuance under the Plan will not exceed 642,310 Shares
(c) Per-Participant Limit Subject to adjustment under Section 9, no
Employee may receive rights to acquire Shares under the Plan (whether by way of
Option or otherwise) during any one fiscal year that exceeds 500,000 Shares
SECTION 6 TERMS AND CONDITIONS OF AWARDS OR SALES
(a) Stock Purchase Agreement Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Offeree and the Company Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be
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subject to any other terms and conditions which are not inconsistent with the
Plan and which the Committee seems appropriate for inclusion in a Stock Purchase
Agreement The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical
(b) Duration of Offers and Nontransferability of Rights Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within 30 days after the grant of such right was
communicated to him by the Committee Such right shall not be transferable and
shall be exercisable only by the Offeree to whom such right was granted
(c) Purchase Price The Purchase Price of Shares to be offered under the
Plan shall be determined by the Committee, in its sole and absolute discretion,
and may be less than, equal to, or greater than the Fair Market Value of such
Shares but in no event shall be less than the par value of such Shares The
Purchase Price shall be payable in a form described in Section 8
(d) Withholding Taxes As a condition to the award or purchase of Shares,
the Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such award or purchase
(e) Restrictions on Transfer of Shares Any Shares awarded or sold under
the Plan shall be subject to such special forfeiture, conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares
SECTION 7 TERMS AND CONDITIONS OF OPTIONS
(a) Stock Option Agreement Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
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the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement The Provisions of the various Stock Option Agreements entered
into under the Plan need not be identical
(b) Number of Shares Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 9 The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option In no event shall
the aggregate Fair Market Value of Stock (determined at the time an ISO is
granted) for which ISOs granted to any Employee are exercisable for the first
time by such Employee during any calendar year (under all stock option plans of
the Company and any Subsidiary) exceed One Hundred Thousand Dollars ($100,000),
provided, however, that this limitation shall have no force or effect if its
inclusion in the Plan is not necessary for Options issued as ISOs to qualify as
incentive stock options within the meaning of Section 422 of the Code Any Option
which would, but for its failure to satisfy the foregoing restriction, qualify
as an ISO shall nevertheless be a valid Option, but to the extent of such
failure it shall be deemed to be a Nonstatutory Option
(c) Exercise Price Each Stock Option Agreement shall specify the Exercise
Price The Exercise Price of an ISO shall not be less than 100 percent of the
Fair Market Value of a Share on the date of grant, except as otherwise provided
in Section 4(b) The Exercise Price of a Nonstatutory option shall be determined
by the Committee, in its sole and absolute discretion, and may be less than,
equal to, or greater than the Fair Market Value of a Share on the date of grant
The Exercise Price shall be payable in a form described in Section 8
(d) Withholding Taxes As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option
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(e) Exercisability and Term Each Stock Option Agreement shall specify the
date(s) or event(s) when all or any installment of the Option is to become
exercisable The vesting of any Option shall be determined by the Committee at
its sole discretion The Stock Option Agreement shall also specify the term of
the Option The term shall not exceed 10 years from the date of grant, except as
otherwise provided in Section 4(b) Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire
(f) Nontransferability During an Optionee's lifetime, his Option(s) shall
be exercisable only by him and shall not be transferable In the event of an
Optionee's death, his Option(s) shall not be transferable other than by will or
by the laws of descent and distribution
(g) Termination of Service (Except by Death) If an Optionee's Service
terminates for any reason other than his death, then his Option(s) shall expire
on the earliest of the following occasions
(i) The expiration date determined pursuant to Subsection (e) above,
(ii) The date 60 days after the termination of his Service for any
reason other than Total and Permanent Disability, or
(iii) The date six months after the termination of his Service by
reason of Total and Permanent Disability
The Optionee may exercise all or part of his Option(s) at any time before the
expiration of such Option(s) under the preceding sentence, but only to the
extent that such Option(s) had become exercisable before his Service terminated
or became exercisable as a result of the termination The balance of such
Option(s) shall lapse when the Optionee's Service terminates In the event that
the Optionee dies after the termination of his Service but before the expiration
of his Option(s), all or part of such Option(s) may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from him by bequest or
inheritance, but only to the extent that such Option(s) had become exercisable
before his Service terminated or became exercisable as a result of the
termination
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(h) Leaves of Absence For purposes of Subsection (g) above, Service shall
be deemed to continue While the Optionee is on military leave, sick leave or
other bona fide leave of absence (as determined by the Committee) The foregoing
notwithstanding, in the case of an ISO granted under the Plan, Service shall not
be deemed to continue beyond the first 90 days of such leave, unless the
Optionee's reemployment rights are guaranteed by statute or by contract
(i) Death of Optionee If an Optionee dies while he is in Service, then his
Option(s) shall expire on the earlier of the following dates
(i) The expiration date determined pursuant to Subsection (e) above,
or
(ii) The date six months after his death
All or part of the Optionee's Option(s) may be exercised at any time before the
expiration of such Option(s) under the preceding sentence by the executors or
administrators of his estate or by any person who has acquired such Option(s)
directly from him by bequest or inheritance, but only to the extent that such
Option(s) had become exercisable before his death or became exercisable as a
result of his death The balance of such Option(s) shall lapse when the Optionee
dies
(j) No Rights as a Shareholder An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares No adjustments shall be made, except as provided in Section 9
(k) Modification. Extension and Renewal of Options Within the limitations
of the Plan, the Committee may modify, extend or renew outstanding Options or
may accept the cancellation of outstanding Options (to the extent not previously
exercised) in return for the grant of new Options at the same or a different
price The foregoing notwithstanding, no modification of an Option shall, without
the consent of the Optionee, impair his rights or increase his obligations under
such Option
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(1) Restrictions on Transfer of Shares Any Shares issued upon exercise of
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares
SECTION 8 PAYMENT FOR SHARES
(a) General Rule The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or check payable to the order of
the Company at the time when such Shares are purchased, except as provided in
Subsections (b), (c), (d) and (e) below
(b) Surrender of Stock To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or his representative for more than 12 months and which
are surrendered to the Company in good form for transfer Such Shares shall be
valued at their Fair Market Value on the date when the new Shares are purchased
under the Plan
(c) Services Rendered At the discretion of the Committee, Shares may be
awarded under the Plan in consideration of services rendered to the Company or a
Subsidiary prior to the award If Shares are awarded without the payment of a
Purchase Price in cash, the Committee shall make a determination (at the time of
the award) of the value of the services rendered by the Offeree and the
sufficiency of the consideration to meet the requirements of Section 6(c) and
applicable law
(d) Full Recourse Note At the discretion of the Committee, a portion of
the Purchase Price or Exercise Price of Shares issued under the Plan may be
payable by the issuance and delivery to the Company or a Subsidiary by the
Optionee or Offeree of a personal full recourse note of the Optionee or Offeree
bearing interest payable not less than annually at no less than 100% of the
lowest applicable Federal rate as determined in accordance with Section 1274(d)
of the Code, provided such note is secured by the Shares so purchased,
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provided further that the Optionee or Offeree deliver to the Company cash or a
check payable to the order of the Company in an amount equal to the aggregate
par value of the Shares to be issued
(e) Cashless Exercise Only if the Stock is then publicly traded and only
in the case of the exercise of an Option, delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the Exercise Price of an Option, or delivery by
the Optionee to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check payable to the order of the Company sufficient to pay the Exercise Price
of an Option
SECTION 9 ADJUSTMENT OF SHARES
(a) General In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option, or (iii) the Exercise Price under each outstanding Option
(b) Mergers and Other Reorganizations In the event that the Company is to
be consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, all outstanding Options
shall be subject to the agreement governing such transaction Such agreement
shall provide (i) for the assumption of outstanding Options by the surviving
corporation or its parent or for its continuation by the Company (if the Company
is a surviving corporation), without the Optionees' consent, (ii) for the
acceleration of the exercisability of outstanding Options followed by their
cancellation if not exercised, without the Optionees' consent (and any such
cancellation shall not occur earlier than 30 days after such acceleration is
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effective and the Optionees have been notified of such acceleration), (iii) for
a limited period of exercise of outstanding Options to the extent then
exercisable, without the Optionees' consent, upon notice to the Optionees,
followed by its cancellation if not exercised (and any such cancellation shall
not occur earlier than 30 days after such limited period of exercise is
effective and the Optionees have been notified of such), or (iv) for the
termination of outstanding Options in exchange for a cash payment equal to the
difference between the Fair Market Value of one Share (if greater than the
Exercise Price) and the Exercise Price multiplied by the number of Shares
issuable upon exercise of such outstanding Options, but only with the Optionees'
consent
(c) Dissolution or Liquidation In the event of the proposed dissolution or
liquidation of the Company, all outstanding Options granted hereunder shall
terminate immediately prior to the consummation of such action or at such other
time and subject to such other conditions as shall be determined by the
Committee
(d) Reservation of Rights Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class Any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of the
Shares subject to an Option The grant of an Option pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets Any shares of the capital stock of the
Company issued or issuable pursuant to the foregoing adjustments shall be
subject to the same restrictions imposed on the Options granted under the Plan
and the Shares issued or issuable upon exercise of such Options
(e) Fractional Shares No fractional shares shall be issued under the Plan
and the Optionees shall receive from the Company cash in lieu of such fractional
shares
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SECTION 10 LEGAL REQUIREMENTS
(a) Securities Laws Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange on
which the Company's securities may then be, listed
(b) S Corporation Status In the event that the Company is an S
corporation," as defined in section 1361 (a) of the Code, Shares shall not be
issued under the Plan if the issuance or delivery of such Shares would cause the
Company to lose its status as an "S corporation"
SECTION 11 NO EMPLOYMENT RIGHTS
No provision of the Plan, nor any right or Option granted under the Plan,
shall be construed to give any person any right to become, to be treated as, or
to remain an Employee The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason
SECTION 12 DURATION AND AMENDMENTS, GOVERNING LAW, CONFIDENTIALITY
(a) Term of the Plan The Plan, as set forth herein, shall become effective
on October 30, 2001, subject to the approval of the Company's shareholders In
the event that the shareholders fail to approve the Plan within 12 months after
its adoption by the Board of Directors, any Option grants or Stock awards
already made shall be null and void, and no additional Option grants or Stock
awards shall be made after such date The Plan shall terminate automatically on
October 30, 2011 and may be terminated on any earlier date pursuant to
Subsection (b) below
(b) Right to Amend or Terminate the Plan The Board of Directors may amend,
suspend or terminate the Plan at any time and for any reason, provided, however,
that any amendment of the Plan which increases the number of Shares available
for issuance under the Plan (except as provided in Section 9), or which
materially
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changes the class of persons who are eligible for the grant of ISOs, shall be
subject to the approval of the Company's shareholders Shareholder approval shall
not be required for any other amendment of the Plan
(c) Effect of Amendment or Termination No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan
(d) Governing Law The Plan and all awards or sales of Shares or grants of
Options hereunder shall be governed and interpreted in accordance with the laws
of the State of Delaware, without regard to any applicable conflicts of law
(e) Confidentiality Notwithstanding anything to the contrary in this Plan
or any Stock Purchase Agreement or Stock Option Agreement entered into under
this Plan, nothing shall in any way limit the ability of the Company or any
Offeree or Optionee to disclose to any person the tax treatment and tax
structure of any right to purchase Shares granted hereunder
SECTION 13 EXECUTION
To record the adoption of the Plan, the Company has caused its authorized
officer to execute the same
iRobot Corporation
By /s/ Colin Angle
-------------------------
Title Chief Executive Officer
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iROBOT CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS RESTRICTED STOCK
PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL, WHICH IS SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
iRobot Corporation (the "Company") hereby issues and sells the shares of
its common stock specified below (the "Shares") pursuant to its Amended and
Restated 2001 Special Stock Option Plan. The terms and conditions attached
hereto are also a part hereof.
Name of purchaser (the "Stockholder"):
Date:
Number of shares sold hereunder:
Purchase price per share:
Form of payment:
Number of Shares that are Vested Shares on
the Vesting Start Date:
Number of Shares that are Unvested Shares on
the Vesting Start Date:
Vesting Start Date:
Vesting Schedule:
This stock purchase satisfies in full all commitments that the Company has
to the Stockholder with respect to the issuance of restricted stock.
iRobot Corporation
_________________________
Signature of Stockholder By: _________________________
Name of Officer:
Street Address: Title:
iROBOT CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT -- INCORPORATED TERMS AND CONDITIONS
iRobot Corporation (the "Company") agrees to sell to the Stockholder, and
the Stockholder agrees to purchase from the Company, shares of the Company's
common stock ("Common Stock") on the following terms and conditions:
1. Grant Under Plan. This stock purchase is made pursuant to and is
governed by the Company's Amended and Restated 2001 Special Stock Option Plan
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meanings as in the Plan. The Stockholder acknowledges receipt of a
copy of the Plan.
2. Purchase and Sale of Stock; Payment of Purchase Price. The Company
hereby sells and the Stockholder hereby purchases the Shares specified on the
cover page at the price specified thereon. The purchase price is being paid by
the Stockholder upon execution and delivery of this agreement as set forth on
the cover page hereof. The Company will promptly issue a certificate or
certificates registered in the Stockholder's name representing the Shares, with
such certificates to be held in escrow in accordance with the terms hereof.
3. Vesting if Business Relationship Continues.
(a) Vesting Schedule. If the Stockholder has continuously maintained
a Business Relationship with the Company through the vesting dates
specified on the cover page hereof, Unvested Shares shall become Vested
Shares (or shall "vest") on such dates in an amount equal to the number of
shares set opposite the applicable date on the cover page. The Stockholder
agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage
or otherwise encumber or dispose of (except to the Company or any
successor to the Company) all or any Unvested Shares or any interest
therein, and any Unvested Shares shall be held in escrow by the Company in
accordance with the terms of Section 6 below unless and until they become
Vested Shares or are repurchased by the Company pursuant to Section 4
below. If the Stockholder's Business Relationship with the Company ceases,
voluntarily or involuntarily, with or without cause, no Unvested Shares
shall become Vested Shares thereafter under any circumstances with respect
to the Stockholder. 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. The Board
of Directors, in its discretion, may accelerate any vesting dates.
(b)(i) Accelerated Vesting Based on Earning of Incentive
Compensation. Notwithstanding the provisions of Section 3(a) above, if the
Stockholder has continuously maintained a Business Relationship with the
Company through the dates specified below, the Unvested Shares shall
become Vested Shares (or shall "vest") on the following schedule:
One Year from the Vesting Start Date: (A/4) Shares
Two Years from Vesting Start Date: (A/4) Shares
Three Years from Vesting Start Date: (A/4) Shares
Four Years from Vesting Start Date: (A/4) Shares
Restricted Stock Purchase Agreement
Page 2
Where:
B = the lesser of: (i) the total Incentive Compensation Bonus earned by
the Stockholder for Fiscal Year as determined by the Compensation
Committee of the Company's Board of Directors and (ii);
P = ; and
A = B/P.
(c) Accelerated Vesting Due to Mergers and Other Reorganizations. In
the event that the Company is to be consolidated with or acquired by
another entity in a merger, sale of substantially all of the Company's
assets or otherwise, during the Stockholders Business Relationship and
there are then any Unvested Shares, such agreement shall provide for
substantially similar terms as are provided for under Section 9(b) of the
Plan (to the extent applicable).
(d) Termination of Employment. For purposes hereof, employment shall
not be considered as having terminated during any military leave, sick
leave or other bona fide leave if such leave has been approved in writing
by the Company and if such written approval contractually obligates the
Company to continue the employment of the Stockholder after the approved
period of absence; in the event of such an approved leave of absence,
vesting of Unvested Shares 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 agreement shall not be affected by
any change of employment within or among the Company and its Subsidiaries
so long as the Stockholder continuously remains an employee of the Company
or any Subsidiary.
(e) Business Relationship. For purposes hereof, Business
Relationship shall include service to the Company or its successor in the
capacity of an employee, officer, director or consultant.
4. Restrictions on Transfer; Purchase by the Company. The Stockholder may
not sell, assign, transfer, pledge, encumber or dispose of ('Transfer") all or
any of his or her Unvested Shares except to the Company pursuant to this Section
4, and may Transfer Vested Shares only in accordance with the transfer
restrictions provided in this Section 4 or elsewhere in this agreement. The
Stockholder may not at any time transfer any Shares to any individual,
corporation, partnership or other entity that engages in any business activity
that is in competition, directly or indirectly, with the products or services
being developed, manufactured or sold by the Company. The determination of
whether any proposed transferee engages in any business activity that is in
competition with those of the Company shall be made by the Board of Directors of
the Company in good faith. This prohibition shall be applicable in addition to
and separately from the other provisions hereof.
Upon the termination of the Stockholder's Business Relationship, the
Stockholder shall sell to the Company (or the Company's assignee) and the
Company shall purchase all Unvested Shares in
Restricted Stock Purchase Agreement
Page 3
accordance with the procedures set forth below. In addition, the Company (or the
Company's assignee) may (but shall not be obligated to) purchase from
Stockholder all but not less than all Vested Shares in accordance with the
procedures set forth below. The purchase price (the "Repurchase Price") of such
Shares (the "Repurchased Shares") shall be in the case of Unvested Shares, the
price paid for them (subject to adjustment as herein provided) and in the case
of Vested Shares, shall be the greater of (i) the price paid for them (subject
to adjustment as herein provided) and (ii) the product of the Fair Market Value
(as defined in the Plan) at the time of repurchase and the number of Vested
Shares to be repurchased. The sale of the Unvested Shares shall take place
automatically upon termination of the Stockholder's Business Relationship. Such
sale shall be effected by the Escrow Holder's (as defined below) delivery to the
Company of a certificate or certificates evidencing the Unvested Shares, duly
endorsed for transfer to the Company. Upon receipt thereof, the Company shall
mail a check for the applicable Repurchase Price to the Stockholder or shall
cancel indebtedness owed to the Company by the Stockholder by written notice
mailed to the Stockholder, or both. The Company's right of repurchase with
respect to Vested Shares shall be exercisable by written notice delivered to the
Stockholder within 60 days following the termination of the Stockholders
Business Relationship. Such notice shall set forth the date on which the
repurchase is to be effected and shall not be more than 30 days after the date
of the notice. In order to effect such sale, the Company shall mail a check for
the applicable Repurchase Price to the Stockholder or shall cancel indebtedness
owed to the Company by the Stockholder by written notice mailed to the
Stockholder, or both. Upon the mailing of a check in payment of the purchase
price in accordance with the terms hereof or cancellation of indebtedness as
aforesaid, the Company shall become the legal and beneficial owner of the Shares
being repurchased and all rights and interests therein or relating thereto, and
the Company shall have the right to retain and transfer to its own name or
cancel the number of Shares being repurchased by the Company. As part of the
sale (but not as a condition to its effectiveness), the Stockholder (or, if
applicable, the Escrow Holder) shall deliver to the Company a certificate or
certificates evidencing the Vested Shares, duly endorsed for transfer to the
Company.
Notwithstanding the foregoing and the provisions of Section 9, a
Stockholder may transfer: (i) all or any Vested Shares as a gift to any family
member or to any trust or similar estate planning entity for the benefit of any
such family member or the Stockholder provided that any such transferee shall
agree in writing with the Company, as a condition precedent to such transfer, to
be bound by all of the provisions of this agreement to the same extent as if
such transferee were the Stockholder, or (ii) any or all Vested Shares by will
or the laws of descent and distribution, in which event each such transferee
shall be bound by all of the provisions of this agreement to the same extent as
if such transferee were the Stockholder or (iii) any or all Vested or Unvested
Shares by court order, in which event each such transferee shall be bound by all
of the provisions of this agreement to the same extent as if such transferee
were the Stockholder. As used herein, the word "family" shall include any
spouse, lineal ancestor or descendant (whether natural or adoptive), brother or
sister of the Stockholder.
5. Investment Representation. The Stockholder represents, warrants and
acknowledges that the Stockholder: (i) has had an opportunity to ask questions
of and receive answers from a Company representative concerning the terms and
conditions of this investment; (ii) is acquiring the Shares with the
Stockholder's own funds, for the Stockholder's own account for the purpose of
investment, and not with a view to any resale or other distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act");
(iii) is a sophisticated investor with such knowledge and experience in
financial and business matters as to be able to evaluate the merits and risks of
an investment in the Shares and that the Stockholder is able to and must bear
the economic risk of the investment in the Shares for an indefinite period of
time because the Shares have not been registered under the Securities Act, and
therefore, cannot be offered or sold unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Furthermore, the Company may place legends on any stock certificate
Restricted Stock Purchase Agreement
Page 4
representing the Shares with the securities laws and contractual restrictions
thereon and issue related stop transfer instructions.
The Stockholder acknowledges and understands that the Shares have not been
registered under the Securities Act, nor registered pursuant to the provisions
of the securities laws or other laws of any other applicable jurisdictions, in
reliance on exemptions for private offerings contained in Section 4(2) of the
Securities Act and in the laws of such jurisdictions. The Stockholder further
understands that the Company has no intention and is under no obligation to
register the Shares under the Securities Act or to comply with the requirements
for any exemption that might otherwise be available, or to supply the
Stockholder with any information necessary to enable the Stockholder to make
routine sales of the Shares under Rule 144 or any other rule of the Securities
and Exchange Commission.
6. Escrow of Shares. All Unvested Shares shall be held in escrow by the
Company, as escrow holder ("Escrow Holder").
The Escrow Holder is hereby directed to transfer the Unvested Shares in
accordance with this agreement or instructions signed by both the Stockholder
and the Company. If the Company or any assignee exercises its repurchase rights
hereunder, the Escrow Holder, upon receipt of written notice of such exercise
from the Company or such assignee, shall take all steps necessary to accomplish
such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable
power of attorney coupled with an interest to take any and all actions required
to effect such transfer.
The Escrow Holder may act in reliance upon advice of counsel in reference
to any matter(s) connected with this agreement, and shall not be liable for any
mistake of fact or error of judgment, or for any acts or omissions of any kind,
unless caused by its willful misconduct or gross negligence.
With respect to any Unvested Shares that become Vested Shares, the
Company, upon the written request of the Stockholder, shall promptly issue a new
certificate for the number of shares which have become Vested Shares and shall
deliver such certificate to the Stockholder and shall deliver to the Escrow
Holder a new certificate for the remaining Unvested Shares in exchange for the
certificate then being held by the Escrow Holder.
Subject to the terms hereof, the Stockholder shall have all the rights of
a stockholder with respect to the Unvested Shares while they are held in escrow,
including without limitation, the right to vote the Unvested Shares and receive
any cash dividends declared thereon. If, from time to time while the Escrow
Holder is holding Unvested Shares, there is any stock dividend, stock split or
other change in or respecting such shares, any and all new, substituted or
additional securities to which the Stockholder is entitled by reason of his or
her ownership of the Unvested Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter as "Unvested
Shares" for purposes of this agreement and the repurchase rights of the Company.
7. Certain Tax Matters. If the Company in its discretion determines that
it is obligated to withhold any tax in connection with the transfer of, or the
lapse of restrictions on, the Shares, the Stockholder hereby agrees that the
Company may withhold from the Stockholder'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.
The Stockholder further agrees that, if the Company does not withhold an amount
from the Stockholder's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Stockholder will make reimbursement
on demand, in cash, for the amount underwithheld.
Restricted Stock Purchase Agreement
Page 5
The Stockholder represents that he or she has received tax advice from his
or her own personal tax advisor on the tax consequences of a purchase of the
Shares. The Stockholder understands the tax consequences of filing (and not
filing) a Section 83(b) election under the Internal Revenue Code of 1986, as
amended (the "Code"). The filing of a Section 83(b) election is the
Stockholder's responsibility.
8. Legends. All certificates representing Shares purchased under this
Agreement shall be endorsed with the following legends:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH
AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY UPON TERMINATION
OF SERVICE WITH THE COMPANY AND CERTAIN RIGHTS OF FIRST REFUSAL UPON AN
ATTEMPTED TRANSFER OF THE SHARES. THE SECRETARY OF THE COMPANY WELL UPON
WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
WITHOUT CHARGE."
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."
9. Restrictions on Transfer of Vested Shares; Company's Right of First
Refusal.
(a) Exercise of Right. Vested Shares may not be transferred without
the Company's written consent except in accordance with Section 4 or in
accordance with the further provisions of this Section 9. If the
Stockholder desires to transfer all or any part of the Vested Shares to
any person other than the Company (an "Offeror"), the Stockholder shall:
(i) obtain in writing an irrevocable and unconditional bona fide offer
(the "Offer") for the purchase thereof from the Offeror; and (ii) give
written notice (the "Option Notice") to the Company setting forth the
Stockholder's desire to transfer such shares, which Option Notice shall be
accompanied by a photocopy of the Offer and shall set forth at least the
name and address of the Offeror and the price, number of Vested Shares
proposed to be sold and terms of the Offer. Upon receipt of the Option
Notice, the Company shall have an assignable option to purchase such
Vested Shares (the "Offered Shares") specified in the Option Notice
(subject, however, to any change in such terms permitted under Subsection
(b) below), such option to be exercisable by giving, within 30 days after
receipt of the Option Notice, a written counter-notice to the Stockholder.
If the Company elects to purchase such Offered Shares, it shall be
obligated to purchase, and the Stockholder shall be obligated to sell to
the Company or its assignee, such Offered Shares at the price and terms
indicated in the Offer within 30 days from the date of delivery by the
Company of such counter-notice. To the extent that the consideration
proposed to be paid by the Offeror for the shares consists of property
other than cash or a promissory note, the consideration required to be
paid by the Company may consist of cash equal to the fair market value of
such property, as determined in good faith by the Board of Directors of
the Company.
(b) Sale of Vested Shares to Offeror. The Stockholder may, for 60
days after the expiration of the option period as set forth in Section
9(a), sell to the Offeror, pursuant to the
Restricted Stock Purchase Agreement
Page 6
terms of the Offer, all of the Offered Shares not purchased or agreed to
be purchased by the Company or its assignee. Any proposed sale on terms
and conditions different than those described in the Option Notice, as
well as any subsequent proposed sale by the Shareholder, shall again be
subject to the procedure described in Subsection (a) above; provided,
however, that the Stockholder shall not sell such Shares to such Offeror
if such Offeror is a competitor of the Company and the Company gives
written notice to the Stockholder, within 30 days of its receipt of the
Option Notice, stating that the Stockholder shall not sell his or her
Vested Shares to such Offeror; and provided, further, that prior to the
sale of such Vested Shares to an Offeror, such Offeror shall execute an
agreement with the Company pursuant to which such Offeror agrees to be
subject to the restrictions set forth in this Section 9. If any or all of
such Vested Shares are not sold pursuant to an Offer within the time
permitted above, the unsold Vested Shares shall remain subject to the
terms of this Section 9.
(c) Binding Effect. The Company's Right of First Refusal shall inure
to the benefit of its successors and assigns and shall be binding upon any
purchaser of the Shares.
(d) Expiration of Company's Right of First Refusal and Transfer
Restrictions. The first refusal rights of the Company and the transfer
restrictions set forth in this Section 9 shall expire as to Vested Shares
immediately prior to the closing of a public offering of Common Stock by
the Company pursuant to an effective registration statement filed under
the Securities Act. In addition, if the Company and the Stockholder are
parties to an agreement containing first refusal provisions similar to the
foregoing, such other agreement shall control.
10. Failure to Deliver Shares. If the Stockholder (or his or her legal
representative) who has become obligated to sell Shares hereunder shall fail to
deliver such Shares to the Company in accordance with the terms of this
agreement, the Company may, at its option, in addition to all other remedies it
may have, mail to the Stockholder the purchase price for such Shares as is
herein specified. Thereupon, the Company: (i) shall cancel on its books the
certificate or certificates representing such Shares to be sold; and (ii) shall
issue, in lieu thereof, a new certificate or certificates in the name of the
Company representing such Shares (or cancel such Shares), and thereupon all of
such Stockholder's rights in and to such Shares shall terminate.
11. Lock-up Agreement. The Stockholder agrees that in the event that the
Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, the Shares may not be sold, offered for
sale or otherwise disposed of, directly or indirectly, without the prior written
consent of the managing underwriter(s) of the offering, for such period of time
after the execution of an underwriting agreement in connection with such
offering that all of the Company's then directors and executive officers agree
to be similarly bound.
12. 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.
13. Provision of Documentation to Stockholder. By signing this agreement
the Stockholder acknowledges receipt of a copy of this agreement and a copy of
the Plan.
14. Miscellaneous.
Restricted Stock Purchase Agreement
Page 7
(a) Notices. All notices hereunder shall be in writing and shall be
deemed given when sent by mail, if to the Stockholder, to the address set
forth below 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. All fractional Shares resulting from the
adjustment provisions contained in the Plan shall be rounded down.
(d) Changes in Capital Structure. In the event of any stock split,
stock dividend, recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off, split-up, or other
similar change in capitalization or event, the securities received in
respect of such event shall be "Shares" hereunder subject to this
agreement and shall retain the same status as "Vested Shares" or "Unvested
Shares" as the Shares in respect of which they were received, and the
repurchase price per security subject to repurchase shall be appropriately
adjusted by the Company.
(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 herein.
(g) Governing Law. This agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Delaware
without giving effect to the principles of the conflicts of laws thereof.
(h) No Obligation to Continue Employment. Neither the Plan, this
agreement nor any provision hereof imposes any obligation on the Company
to continue the Stockholder in employment or any other Business
Relationship with the Company.
Restricted Stock Purchase Agreement
Page 8
IROBOT CORPORATION
STOCK OPTION GRANT AGREEMENT
THE OPTION GRANTED PURSUANT TO THIS INCENTIVE STOCK OPTION AGREEMENT (THE
"OPTION") AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL,
WHICH IS SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.
AMENDED AND RESTATED 2001 SPECIAL STOCK OPTION PLAN
OF IROBOT CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into as of _______________________, is between
IROBOT CORPORATION, a Delaware corporation (the "Company"), and _____________
(the "Optionee").
WITNESSETH:
WHEREAS, the Company's Board of Directors has established the Amended and
Restated 2001 Special Stock Option Plan of iRobot Corporation in order to
provide selected directors, officers, employees and consultants of the Company
and its Subsidiaries with an opportunity to acquire Common Stock of the Company;
and
WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the Incentive Stock
Option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company and as an incentive for
extraordinary efforts during such service;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties, intending to be legally bound hereby,
agree as follows:
SECTION 1. GRANT OF OPTION.
(a) Option. On the terms and conditions stated below, the Company hereby
grants to the Optionee the option to purchase __________ (_____) Shares for the
sum of _______ ($____) per share. It is understood and intended that this option
shall qualify as an Incentive Stock Option to the extent permitted by applicable
law. Accordingly, the Optionee understands that in order to obtain the
beneficial tax treatment accorded an Incentive Stock Option, no sale or other
disposition may be made of any Shares acquired upon exercise of the option
within one (1) year after the day of the transfer of such Shares to the
Optionee, nor within two (2) years after the Date of Grant. If the Optionee
intends to dispose, or does dispose (whether by sale, exchange, gift, transfer
or otherwise), of any such Shares
within either of said periods, he or she will notify the Company in writing
within ten (10) days after such disposition.
(b) Stock Plan. This option is granted pursuant to the Plan, a copy of
which the Optionee acknowledges having received and read. The provisions of the
Plan are incorporated into this Agreement by this reference. Capitalized terms
used herein and not otherwise defined shall have the meaning given to such terms
in the Plan.
(c) Grant Condition. The granting of this option shall be subject to
receipt by the Company of the Company's current form of Invention and
Confidentiality Agreement, executed and delivered by the Optionee.
SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as otherwise provided in this Agreement, this option and the rights
and privileges conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
option, or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution, attachment or
similar process upon the rights and privileges conferred hereby, this option and
the rights and privileges conferred hereby shall immediately become null and
void.
SECTION 3. RIGHT TO EXERCISE.
(a) Vesting. Subject to the conditions stated herein, the right to
exercise this option shall accrue in installments as follows provided the
Optionee has continued to be an Employee through any such applicable date:
Percentage of Shares
Date that vest on such date
- ---- ----------------------
(b) Periods of Nonexercisability. Any other provision of this Agreement
notwithstanding, the Company shall have the right to designate one or more
periods of time, each of which shall not exceed 18 consecutive months in length,
during which this option shall not be exercisable if the Company determines (in
its sole discretion) that such limitation on exercise could in any way
facilitate a lessening of any restriction on transfer pursuant to the Securities
Act or any state securities laws with respect to any issuance of securities by
the Company, facilitate the registration or qualification of any securities by
the Company under the Securities Act or any state securities laws, or facilitate
the perfection of any exemption from the registration or qualification
requirements of the Securities Act or any applicable state securities laws for
the issuance or transfer of any securities. Such limitation on exercise shall
not alter the vesting of this option as set forth in Section 3(a) other than to
limit the periods during which this option shall be exercisable. The Optionee
shall be notified in writing of any such designation by the Company.
-2-
(c) Shareholder Approval. Any other provision of this Agreement
notwithstanding, this option shall not be exercisable at any time prior to the
approval of the Plan by the holders of a majority of the outstanding stock of
the Company.
(d) Termination Upon Breach of Certain Agreements. Notwithstanding the
foregoing, if, in the judgment of the Company, the Optionee, prior to the
expiration date of this option, materially violates the non-competition,
non-solicitaion, assignment of inventions or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Optionee and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Optionee from the
Company describing such violation.
SECTION 4. EXERCISE PROCEDURES.
(a) Notice of Exercise. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Secretary of the Company
pursuant to Section 12(d). The notice shall specify the election to exercise
this option, the number of Shares for which it is being exercised, and the form
of payment. The notice shall be signed by the person or persons exercising this
option. In the event that this option is being exercised by the representative
of the Optionee, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option. The Optionee or
the Optionee's representative shall deliver to the Secretary of the Company, at
the time of giving the notice, payment in a form permissible under Section 5 for
the full amount of the Purchase Price.
(b) Issuance of Shares. After receiving a proper notice of exercise, the
Company shall cause to be issued a certificate or certificates for the Shares as
to which this option has been exercised, registered in the name of the person
exercising this option (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be delivered to or upon the
order of the person exercising this option.
SECTION 5. PAYMENT FOR STOCK
The entire Purchase Price may be payable in cash or check payable to the
order of the Company. Alternatively, all or part of the Purchase Price may be
paid by the surrender of Shares in good form for transfer. Such Shares must have
been owned for more than 12 months by the Optionee or the Optionee's
representative and must have a fair market value (as determined by the
Committee) on the date of exercise of this option which, together with any
amount paid in cash, is equal to the Purchase Price.
SECTION 6. TERM AND EXPIRATION.
(a) Basic Term. This option shall in any event expire on the date 10 years
after the Date of Grant.
-3-
(b) Termination of Service (Except by Death). If the Optionee's service as
an Employee terminates for any reason other than death, then this option shall
expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (a) above;
(ii) The date 60 days after the termination of the Optionee's
service as an Employee for any reason other than Total and Permanent
Disability; or
(iii) The date six months after the termination of the Optionee's
service as an Employee by reason of Total and Permanent Disability.
The Optionee may exercise all or part of this option at any time before its
expiration under the preceding sentence, but only to the extent that this option
had become exercisable before the Optionee's Service terminated. The balance of
this option shall lapse when the Optionee's Service terminates. In the event
that the Optionee dies after the termination of Service but before the
expiration of this option, all or part of this option may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired this option directly from the Optionee by bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee's service terminated.
(c) Death of Optionee. If the Optionee dies as an Employee, then this
option shall expire on the earlier of the following dates:
(i) The expiration date determined pursuant to Subsection (a) above;
or
(ii) The date six months after the Optionee's death.
All or part of this option may be exercised at any time before its expiration
under the preceding sentence by the executors or administrators of the
Optionee's estate or by any person who has acquired this option directly from
the Optionee by bequest or inheritance, but only to the extent that this option
had become exercisable before the Optionee's death. The balance of this option
shall lapse when the Optionee dies.
(d) Leaves of Absence. For purposes of this Section 6, the Employee
relationship shall be deemed to continue during any period when the Optionee is
on military leave, sick leave or other bona fide leave of absence (to be
determined in the sole discretion of the Committee). However, if the Optionee's
reemployment rights are not guaranteed by statute or by contract, then the
Employee relationship shall not be deemed to continue beyond the 90th day of
such period.
SECTION 7. THE COMPANY'S RIGHT OF FIRST REFUSAL
(a) Right of First Refusal. In the event that the Optionee or a Transferee
proposes to sell, pledge or otherwise transfer to any person any Shares acquired
under this Agreement, or any interest in such Shares, the Company shall have the
Right of First Refusal with respect to such Shares. If the Optionee or
Transferee desires to transfer Shares acquired under this Agreement, the
Optionee or Transferee shall give a written Transfer Notice to the Company
describing fully the proposed transfer,
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including the number of Shares proposed to be transferred, the proposed transfer
price and the name and address of the proposed Transferee. The Transfer Notice
shall be signed both by the Optionee or Transferee and by the proposed new
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase the Shares
on the terms of the proposal described in the Transfer Notice (subject, however,
to any change in such terms permitted under Subsection (b) below) by delivery of
a notice of exercise of the Right of First Refusal within 30 days after the date
when the Transfer Notice was received by the Company. The Company's rights under
this Subsection (a) shall be freely assignable, in whole or in part.
(b) Transfer of Shares. If the Company fails to exercise its Right of
First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee or Transferee may, not later than 90 days following receipt
of the Transfer Notice by the Company, conclude a transfer of the Shares subject
to the Transfer Notice on the terms and conditions described in the Transfer
Notice. Any proposed transfer on terms and conditions different from those
described in the Transfer Notice, as well as any subsequent proposed transfer by
the Optionee or Transferee, shall again be subject to the Right of First Refusal
and shall require compliance with the procedure described in Subsection (a)
above. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice;
provided, however, that in the event the Transfer Notice provides that payment
for the Shares is to be made in a form other than lawful money paid at the time
of transfer, the Company shall have the option of paying for the Shares with
lawful money equal to the present value of the consideration described in the
Transfer Notice.
(c) Binding Effect. The Company's Right of First Refusal shall inure to
the benefit of its successors and assigns and shall be binding upon any
Transferee of the Shares.
(d) Termination of Right of First Refusal. Any other provision of this
Section 7 notwithstanding, in the event that Stock is listed on an established
stock exchange or is quoted regularly on the NASDAQ System at the time when the
Optionee or Transferee desires to transfer Shares, the Company shall have no
Right of First Refusal, and the Optionee or Transferee shall have no obligation
to comply with the procedures prescribed by Subsections (a), (b) and (c) above.
SECTION 8. RIGHT OF REPURCHASE.
(a) Basic Repurchase Right. The Shares acquired under this Agreement shall
be Restricted Shares and shall be subject to the right (but not an obligation)
of repurchase by the Company. The Company's rights under this Subsection (a)
shall be freely assignable, in whole or in part.
(b) Condition Precedent to Exercise. The Company's right of repurchase
shall be exercisable only during the 60-day period next following the later of
(i) the date when the Optionee ceases to be an Employee for any reason, with or
without cause, including (without limitation) death or disability, or (ii) the
date when the option was exercised by the Optionee, the executors or
administrators of the Optionee's estate or any person who has acquired the
option directly from the Optionee by bequest or inheritance.
(c) Repurchase Cost. If the Company exercises its right to repurchase, it
shall pay the Optionee an amount equal to (1) the greater of (i) the price per
Share paid by the Optionee under Section 1(a) hereof, or (ii) Fair Market Value
at the time of repurchase multiplied by (2) the number of
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Restricted Shares to be repurchased. The Company's right of repurchase shall
terminate with respect to Restricted Shares if the Stock is listed on an
established stock exchange or quoted regularly on the NASDAQ System.
(d) Exercise of Repurchase Right. If the Company elects to exercise its
right of repurchase with respect to any Restricted Shares, it must exercise its
right of repurchase with respect to all Restricted Shares. The Company's right
of repurchase shall be exercisable only by written notice delivered to the
Optionee prior to the expiration of the 60-day period specified in Subsection
(b) above. The notice shall set forth the date on which the repurchase is to be
effected. Such date shall not be more than 30 days after the date of the notice.
The certificate(s) representing the Restricted Shares to be repurchased shall,
prior to the close of business on the date specified for the repurchase, be
delivered to the Secretary of the Company. Each certificate shall be properly
endorsed for transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Optionee the purchase price determined according to
Subsection (c) above. Payment shall be made in lawful money of the United States
of America. The Company's right of repurchase shall terminate with respect to
any Restricted Shares for which it has not been timely exercised pursuant to
this Subsection (d).
(e) Cancellation of Shares. If the Company makes available, at the time
and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions of this Agreement, then after such time the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
consideration in accordance with this Agreement). Such Restricted Shares shall
be deemed to have been repurchased in accordance with the applicable provisions
hereof, whether or not the certificate (s) therefor have been delivered as
required by this Agreement.
(f) Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of any extraordinary dividend
payable in a form other than stock, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company's
outstanding securities without receipt of consideration, any new, substituted or
additional securities or other property (including money paid other than as an
ordinary cash dividend) that are by reason of such transaction distributed with
respect to any Restricted Shares or into which such Restricted Shares thereby
become convertible, shall immediately be subject to the Company's right of
repurchase. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also, after each such
transaction, be made to the price per share to be paid upon the exercise of the
right of repurchase in order to reflect any change in the Company's outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Restricted Shares
shall remain the same.
(g) Legends. In addition to the legends required by Section 10 (c), all
certificates representing Shares purchased under this Agreement shall be
endorsed with the following legend:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
OF THE SHARES (OR THE PREDECESSOR IN
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INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS
TO THE COMPANY UPON TERMINATION OF SERVICE WITH THE COMPANY AND CERTAIN
RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. THE
SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH
AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
SECTION 9. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:
(a) It and the Optionee have taken any actions required to register the
Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;
(b) Any applicable listing requirement of any stock exchange on which
Stock is listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been
satisfied.
SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES.
(a) Restrictions. The option granted hereunder is subject to the transfer
restrictions set forth in the Plan. The Optionee shall not sell, transfer,
assign, encumber, hypothecate or otherwise dispose of any Shares except in
accordance with Section 7 and Section 8; provided, however, the Company may
impose additional restrictions upon the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law, regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any state.
(b) Investment Representations. The Optionee represents, warrants and
covenants that:
(i) Any Shares purchased upon exercise of this option shall be
acquired for the Optionee's account for investment only and not with a view to,
or for sale in connection with, any distribution of the Shares in violation of
the Securities Act or any rule or regulation under the Securities Act;
(ii) The Optionee has had such opportunity as the Optionee has
deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Optionee to evaluate the merits and risks of the
Optionee's investment in the Company;
(iii) The Optionee is able to bear the economic risk of holding
Shares acquired pursuant to the exercise of this option for an indefinite
period;
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(iv) The Optionee understands that (A) the Shares acquired pursuant
to the exercise of this option will not be registered under the Securities Act
and are "restricted securities" within the meaning of Rule 144 under the
Securities Act; (B) such Shares cannot be sold, transferred or otherwise
disposed of unless they are subsequently registered under the Securities Act or
an exemption from registration is then available; (C) in any event, an exemption
from registration under Rule 144 or otherwise under the Securities Act may not
be available for at least one year and even then will not be available unless a
public market then exists for the Stock, adequate information concerning, the
Company is then available to the public and other terms and conditions of Rule
144 are complied with; and (D) there is now no registration statement on file
with the Securities and Exchange Commission with respect to any Stock of the
Company and the Company has no obligation or current intention to register any
Shares acquired pursuant to the exercise of this option under the Securities
Act;
(v) The Optionee agrees that, if the Company offers for the first
time any of its Stock for sale pursuant to a registration statement under the
Securities Act, the Optionee will not, without the prior written consent of the
Company, publicly offer, sell, contract to sell or otherwise dispose of,
directly or indirectly, any Shares purchased upon exercise of this option for a
period of ninety (90) days, or such longer period as the Company may reasonably
require, after the effective date of such registration statement; and
(vi) The Optionee's principal residence is at the address set forth
below on the signature page and the Optionee shall promptly notify the Company
of any change in the Optionee's principal address.
By making payment upon any exercise of this option, in whole or in part, the
Optionee shall be deemed to have reaffirmed, as of the date of such payment, the
representations made in this Section 10(b).
(c) Legend. All certificates evidencing Shares acquired under this
Agreement in an unregistered transaction shall bear the following restrictive
legend (and such other restrictive legends as are required or deemed advisable
under the provisions of any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."
(d) Removal of Legends. If, in the opinion of the Company and its counsel,
any legend placed on a stock certificate representing Shares sold under this
Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.
(e) Administration. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 10 shall be
conclusive and binding on the Optionee and all other persons.
SECTION 11. SHARES AND ADJUSTMENTS.
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(a) General. In the event of a subdivision of the outstanding Shares, a
declaration of a dividend payable in shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Shares (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or both of (i) the number of shares covered by this option or
(ii) the Exercise Price.
(b) Mergers and Other Reorganizations. In the event that the Company is to
be consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, this option shall be
subject to the agreement governing such transaction. Such agreement shall
provide (i) for the assumption of this option by the surviving corporation or
its parent or for its continuation by the Company (if the Company is a surviving
corporation), without the Optionee's consent, (ii) for the acceleration of the
exercisability of this option followed by its cancellation if not exercised,
without the Optionee's consent (and any such cancellation shall not occur
earlier than 30 days after such acceleration is effective and the Optionee has
been notified of such acceleration), (iii) for a limited period of exercise of
this option to the extent then exercisable, without the Optionee's consent, upon
notice to the Optionee, followed by its cancellation if not exercised (and any
such cancellation shall not occur earlier than 30 days after such limited period
of exercise is effective and the Optionee has been notified of such), or (iv)
for the termination of this option in exchange for a cash payment equal to the
difference between the Fair Market Value of one Share (if greater than the
Exercise Price) and the Exercise Price multiplied by the number of Shares
issuable upon exercise of this option, but only with the Optionee's consent.
(c) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the option granted hereunder shall terminate
immediately prior to the consummation of such action or at such other time and
subject to such other conditions as shall be determined by the Committee.
(d) Reservation of Rights. Except as provided in this Section 11, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any dividend or any other increase
or decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of the Shares
subject to this option. The grant of this option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets. Any shares of the capital stock of the Company issued or
issuable to the Optionee pursuant to the foregoing adjustments shall be subject
to the same restrictions imposed on the option granted hereunder and the Shares
issued or issuable upon exercise of such option.
(e) Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares.
SECTION 12. MISCELLANEOUS PROVISIONS.
(a) Withholding Taxes. In the event that the Company determines that it is
required to withhold foreign, federal, state or local tax as a result of the
exercise of this option, the Optionee, as a
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condition to the exercise of this option, shall make arrangements satisfactory
to the Company to enable it to satisfy all withholding requirements. The
Optionee shall also make arrangements satisfactory to the Company to enable it
to satisfy any withholding requirements that may arise in connection with the
disposition of Shares purchased by exercising this option.
(b) Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this Option until such Shares have been issued in the name of the
Optionee or the Optionee's representative.
(c) No Employment Rights. Nothing in this Agreement shall be construed as
giving the Optionee the right to be treated as or to remain as an Employee. The
Company reserves the right to terminate the Optionee's Service at any time, with
or without cause and for any reason.
(d) Notice. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement, or at such
other address as such party may designate by 10 days, advance written notice to
the other party to this Agreement.
(e) Entire Agreement; Severability. This Agreement and the Plan constitute
the entire contract between the parties hereto with regard to the subject matter
hereof. Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be deemed prohibited or invalid under such
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, and such prohibition or invalidity shall not
invalidate the remainder of such provision or the other provisions of this
Agreement.
(f) Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such state.
(g) Specific Performance. It is specifically understood and agreed that
any breach of the provisions of this Agreement by the Optionee will result in
irreparable injury to the Company, that the remedy at law alone will be an
inadequate remedy for such breach, and that, in addition to any other remedies
which the Company may have, the Company may enforce its rights by actions for
specific performance (to the extent permitted by law). The Company may refuse to
recognize any unauthorized transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend and voting
rights, until the relevant party or parties have complied with all applicable
provisions of this Agreement.
SECTION 13. DEFINITIONS.
(a) "Agreement" shall mean this Incentive Stock Option Agreement.
(b) "Board" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "Code" shall mean the Internal Revenue Code or 1986, as amended.
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(d) "Committee" shall mean the committee of the Board described in Section
3 of the Plan or, if none has been appointed, the full Board.
(e) "Date of Grant" shall mean the date on which the Committee resolved to
grant this option, which is also the date as of which this Agreement is entered
into.
(f) "Employee" shall mean any employee of the Company or of a Subsidiary
as determined in accordance with the provisions of Treasury Regulation Section
1.421-7(h) under the Code or any successor regulations thereto.
(g) "Exercise Price" shall mean the amount for which one Share may
purchased upon exercise of this option, as specified in Section 1(a).
(h) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.
(i) "Incentive Stock Option" shall mean an employee incentive stock option
described in section 422(b) of the Code.
(j) "Nonstatutory Stock Option" shall mean a stock option not described in
section 422(b) or section 423(b) of the Code.
(k) "Plan" shall mean the Amended and Restated 2001 Special Stock Option
Plan of iRobot Corporation as in effect on the Date of Grant.
(1) "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this option is being exercised.
(m) "Restricted Share" shall mean a Share which is subject to the
Company's right of repurchase under Section 8.
(n) "Right of First Refusal" shall mean the Company's right of first
refusal described in Section 7.
(o) "Securities Act" shall mean the Securities Act of 1933, as amended.
(p) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 11 (if applicable).
(q) "Stock" shall mean the Common Stock of Company.
(r) "Subsidiary" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50% of the total combined voting power
of all classes of outstanding stock of such corporation.
(s) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment
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which can be expected to result in death or which has lasted, or can be expected
to last, for a continuous period of not less than six months.
(t) "Transferee" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.
(u) "Transfer Notice" shall mean the notice of a proposed transfer of
Shares described in Section 7.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its officer duly authorized to act on behalf of the Committee,
and the Optionee has personally executed this Agreement.
OPTIONEE IROBOT CORPORATION
___________________________________ By: _________________________
Name:
Optionee's Address: Company's Address:
63 South Avenue
Burlington, MA 01803
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