exv10w1






Exhibit 10.1




IROBOT CORPORATION

SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

AS AMENDED AND RESTATED




1. Purpose




     This Senior Executive Incentive Compensation Plan (the “Incentive Plan”) is intended to provide an
incentive for superior work and to motivate eligible executives of iRobot Corporation (the
“Company”) and its subsidiaries toward even higher achievement and business results, to tie their
goals and interests to those of the Company and its stockholders and to enable the Company to
attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered
Executives (as defined below). The Incentive Plan is amended and restated as of January 2, 2011 in
order to ensure that future payments under the Incentive Plan qualify as “performance-based”
compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).



2. Covered Executives




     From time to time, the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) may select certain key executives (the “Covered Executives”) to be
eligible to receive bonuses hereunder.



3. Administration




     Each member of the Compensation Committee must be an “outside director” within the meaning of
Section 162(m) of the Code. The Compensation Committee shall have the sole discretion and authority
to administer and interpret the Incentive Plan. The Compensation Committee in its discretion may
decrease but not increase the amount of the bonus payment to any Covered Executive.



4. Bonus Determinations




     (a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the
attainment of performance targets that are approved by the Compensation Committee and relate to the
following financial and operational metrics with respect to the Company or any of its subsidiaries
or divisions (the “Performance Goals”) relating to any or any combination of the following
(measured absolutely or by reference to a select group of companies, an index or indices and
determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary,
line of business, project or geographical basis or in combinations thereof): revenue, earnings per
share, Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, merger and
acquisition expenses and non-cash stock compensation), operating cash
flow, operating income, operating expenses, gross margins, return on equity, investment, capital or
assets, division contribution margin, inventory level, working capital, and specific strategic
milestones including acquisitions and product launch.



iRobot Corporation

Senior Executive Incentive Compensation Plan




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     (b) (i) Any bonuses paid to Covered Executives under the Incentive Plan shall be
based upon objectively determinable bonus formulas approved by the Compensation Committee that tie
such bonuses to one or more performance targets relating to the Performance Goals, (ii) bonus
formulas and performance targets for Covered Executives shall be adopted within the first 90 days
of each performance period by the Compensation Committee and (iii) no bonuses shall be paid to
Covered Executives unless and until the Compensation Committee has certified the level of
attainment of the Performance Goals.



     (c) Each Covered Executive shall have a targeted bonus opportunity for each performance period. The
maximum bonus payable to a Covered Executive under this Incentive Plan is 200 percent of the
Covered Executive’s bonus opportunity, but not in excess of $2 million.



     (d) The payment of a bonus to a Covered Executive with respect to a performance period shall be
conditioned upon the Covered Executive’s employment by the Company on the last day of the
performance period; provided, however, that the Compensation Committee may make exceptions to this
requirement, in its sole discretion, including, without limitation, in the case of a Covered
Executive’s termination of employment, retirement, death or disability.



     (e) The performance period under the Incentive Plan shall be the Company’s fiscal year.



5.Stockholder Approval




     No payments may be made under this Incentive Plan to any Covered Executive who is a “covered
employee” within the meaning of Section 162(m) of the Code unless and until the stockholders of the
Company have approved the Incentive Plan (and to the extent required by Section 162(m) of the Code,
re-approved the Incentive Plan) in a manner that complies with the stockholder approval
requirements of Section 162(m) of the Code.



6. Timing of Payment & Tax Withholding




     The Performance Goals will be measured at the end of each fiscal year after the Company’s financial
reports have been published. If the Performance Goals are met, payments will be made within 30 days
thereafter, but not later than March 15.All payments under the Plan shall be
subject to reduction for applicable tax and other legally or contractually required withholdings.



7. Amendment and Termination




     The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole
discretion; provided, however, that plan amendment shall be subject to the approval of the
Company’s stockholders to the extent determined by the Compensation Committee to be required by the
Code to ensure that payments under the Incentive Plan qualify as “performance-based” compensation
under Section 162(m) of the Code.



iRobot Corporation

Senior Executive Incentive Compensation Plan





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