exv10w5



 





Exhibit 10.5




DEFERRED STOCK AWARD AGREEMENT

UNDER THE iROBOT CORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN




     Name of Grantee:

     No. of Restricted Stock Units Granted:

     Grant Date:



     Pursuant to the iRobot Corporation 2005 Stock Option and Incentive Plan (the “Plan”) as
amended through the date hereof, iRobot Corporation (the “Company”) hereby grants a Deferred Stock
Award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock, par value
$.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and
conditions set forth herein and in the Plan.



     1. Restrictions on Transfer of Award. The Award shall not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of by the Grantee, until (i) the Restricted
Stock Units have vested as provided in Section 2 of this Award Agreement, and (ii) shares have been
issued pursuant to Section 4 of this Award Agreement.



     2. Vesting of Restricted Stock Units. The Restricted Stock Units shall vest in
accordance with the schedule set forth below, provided in each case that the Grantee is then, and
since the Grant Date has continuously remained, in a service relationship (in the capacity of an
employee, officer, director or consultant) with the Company or its Subsidiaries.



	 	 	 
	Incremental (Aggregate)	 	 
	Number of	 	 
	Restricted Stock Units Vested	 	Vesting Date
	(25%)
	 	 
	(50%)	 	 
	(75%)	 	 
	(100%)	 	 






     In the event of an Acquisition (as defined in the Plan) or a Change in Control (as defined in
an Executive Agreement or Employment Agreement or similar agreement between the Company and the
Grantee (the “Executive Agreement”)), the treatment of the unvested Restricted Stock Units in
connection with such Acquisition or Change in Control shall be governed by the Executive Agreement.
To the extent that the Grantee is not a party to an Executive Agreement, in the event of an
Acquisition the acquirer shall assume the Award and the terms of this Award Agreement taking into
account any adjustment or substitution as provided in Section 3(d) of the Plan; provided, however,
that if the Award and the terms of this Award Agreement are not so assumed, any Restricted Stock
Units that remain unvested at the time of such Acquisition shall become fully vested at such time.
The Administrator may at any time accelerate the vesting schedule specified in this Section 2.



 









 





     3. Forfeiture. In the event the Grantee’s service relationship with the Company and
its Subsidiaries ceases prior to the applicable vesting dates, all Restricted Stock Units that have
not previously been vested on such date shall be immediately forfeited to the Company.



     4. Issuance of Shares of Stock; Rights as Stockholder.



          (a) As soon as practicable following each vesting date, but in no event later than 30 days
after each such vesting date, the Company shall direct its transfer agent to issue to the Grantee
in book entry form the number of shares of Stock equal to the number of Restricted Stock Units
credited to the Grantee that have vested pursuant to Section 2 of this Award Agreement on such date
in satisfaction of such Restricted Stock Units. Such issuance may be effected by the Company
directing its transfer agent to deposit such shares of Stock into the Grantee’s brokerage account.
The Grantee’s cost basis in any shares of Stock issued hereunder shall be $0.00.




          (b) In each instance above, the issuance of shares of Stock shall be subject to the payment by
the Grantee by cash or other means acceptable to the Company of any federal, state, local and other
applicable taxes required to be withheld in connection with such issuance in accordance with
Section 8 of this Award Agreement.




          (c) The Grantee understands that (i) the Grantee shall have no rights with respect to the
shares of Stock underlying the Restricted Stock Units, such as voting rights, dividend rights and
dividend equivalent rights, unless and until such shares of Stock have been issued to the Grantee
as specified in Section 4(a) hereof and (ii) once shares have been delivered by book entry to the
Grantee in respect of the Restricted Stock Units, the Grantee will be free to sell such shares of
Stock, subject to applicable requirements of federal and state securities laws and Company policy.




     5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award
Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Award Agreement shall have the meaning specified in the Plan, unless a different meaning is
specified herein.



     6. Transferability of this Award Agreement. This Award Agreement is personal to the
Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.



     7. Tax Withholding. In the event the Company is required to withhold taxes from the
Grantee for taxable compensation relating to the issuance of shares of Stock in connection with
this Award, the Grantee shall, not later than the date as of which the receipt of this Award
becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Administrator for payment of any Federal, state, and local taxes required by
law to be withheld on account of such taxable event. Subject to approval by the Administrator, the
Grantee may elect to have the required minimum tax withholding obligation satisfied, in whole or in
part, by authorizing the Company to withhold from shares of Stock to be issued by the transfer
agent, a number of shares of Stock with an aggregate Fair Market Value



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that would satisfy the minimum withholding amount due. In the event that the Grantee does not
satisfy his or her tax withholding obligation within five business days of being notified by the
Company of such obligation, the Company shall, to the extent permitted by law, in its sole
discretion, (i) have the right to deduct such taxes from any payment of any kind otherwise due to
the Grantee or (ii) withhold from shares of Stock to be issued by the transfer agent, a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding
amount due.



     8. No Obligation to Continue Employment Service Relationship. Neither the Company nor
any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the
Grantee in a service relationship with the Company or any Subsidiary and neither the Plan nor this
Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate its service relationship with the Grantee at any time.



     9. Arbitration. Any dispute, controversy, or claim arising out of, in connection
with, or relating to the performance of this Award 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.



     10. Miscellaneous.



          (a) Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.




          (b) Entire Award; Modification. This Award 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 Award
Agreement. This Award Agreement may be modified, amended or rescinded only by a written agreement
executed by both parties.




          (c) Severability. The invalidity, illegality or unenforceability of any provision of
this Award Agreement shall in no way affect the validity, legality or enforceability of any other
provision.




          (d) Successors and Assigns. This Award 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 6 hereof.




          (e) Governing Law. This Award 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.




          (f) Fractional Shares. All fractional shares resulting from the adjustment provisions
or from the withholding of shares to satisfy tax withholding obligations, contained in this Award
Agreement or in the Plan, shall be rounded down.




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	 	 	iROBOT CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 





The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed
to by the undersigned.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Grantee’s Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Grantee’s name and address:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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