exv10w4







Exhibit 10.4



Including Forced Sale Provision




RESTRICTED STOCK AWARD AGREEMENT




UNDER THE iROBOT CORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 
	Name of Grantee:
	 	 	 	 
	 

	 

	 	 






	 	 	 	 	 
	No. of Shares:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Purchase Price Per Share:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Final Acceptance 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 Restricted
Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award and payment of
the Purchase Price Per Share specified above (which may be zero), the Grantee shall receive the
number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified
above, subject to the restrictions and conditions set forth herein and in the Plan. The Company
acknowledges the receipt from the Grantee of consideration with respect to the par value of the
Stock in the form of cash, past or future services rendered to the Company by the Grantee or such
other form of consideration as is acceptable to the Administrator.



     1. Acceptance of Award. The Grantee shall have no rights with respect to this Award
unless he or she shall have accepted this Award prior to the close of business on the Final
Acceptance Date specified above by (i) signing and delivering to the Company a copy of this Award
Agreement, (ii) delivering to the Company a stock power endorsed in blank and (iii) paying the
Purchase Price Per Share specified above (which may be zero). Upon acceptance of this Award by the
Grantee, the shares of Restricted Stock so accepted shall be issued and held by the Company’s
transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of
record on the books of the Company. Thereupon, the Grantee shall have all the rights of a
stockholder with respect to such shares, including voting and dividend rights, subject, however, to
the restrictions and conditions specified in Paragraph 2 below.



     2. Restrictions and Conditions.



          (a) Any book entries for the shares of Restricted Stock granted herein may bear an appropriate
legend, as determined by the Administrator in its sole discretion, to the effect that such shares
are subject to restrictions as set forth herein and in the Plan as specified in Paragraph 6 below.




          (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of by the Grantee prior to vesting.




          (c) If the Grantee’s service relationship (in the capacity of an employee, officer, director
or consultant) with the Company and its Subsidiaries is voluntarily or involuntarily terminated for
any reason (including death) prior to vesting of shares of Restricted






 









 







Stock granted herein, all
shares of Restricted Stock shall immediately and automatically be forfeited and returned to the
Company.




     3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of
this Award Agreement shall lapse on the Vesting Date or Dates specified in the following schedule
so long as the Grantee remains in a service relationship (in the capacity of an employee, officer,
director or consultant) with the Company or a Subsidiary on such Dates. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with
respect to the number of shares of Restricted Stock specified as vested on such date.




	 	 	 	 	 	 	 	 	 	 
	 	Number of	 	 	 	 
	 	Shares
Vested	 	Vesting Date	 	 
	 	 

	 	 	(25	%)	 	 	 	 
	 	 


	 	 	 	 	 	 

	 	 
	 	 	 	 	(50	%)	 	 	 	 
	 	 


	 	 	 	 	 	 

	 	 
	 	 	 	 	(75	%)	 	 	 	 
	 	 


	 	 	 	 	 	 

	 	 
	 	 	 	 	(100	%)	 	 	 	 
	 	 


	 	 	 	 	 	 

	 	 






     Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted Stock. 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 shares of Restricted Stock 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 shares of Restricted Stock 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 Paragraph 3.



     4. Dividends. Dividends on Shares of Restricted Stock shall be paid currently to the
Grantee.



     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.



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     6. Legends. In the Administrator’s sole discretion, book entries or certificates
representing the Restricted Stock granted pursuant to this Award Agreement may carry substantially
the following legend:




“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFERS)
CONTAINED IN A CERTAIN RESTRICTED STOCK AWARD AGREEMENT DATED                      BETWEEN THE COMPANY
AND THE HOLDER OF THIS CERTIFICATE (A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE
COMPANY FOR EXAMINATION).”



     7. Transferability. 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.



     8. Tax Withholding. In the event the Company is required to withhold taxes from the
Grantee relating to taxable compensation relating to the transfer of, or the lapse of restrictions
on, this Award, the Company shall cause its transfer agent or any manager of the Company’s stock
plan benefits (e.g. E*Trade Financial) to sell from the number of shares of Stock to be
released to the Grantee, the minimum number of shares of Stock necessary to satisfy the Federal,
state and local taxes required by law to be withheld from the Grantee on account of such event
along with any applicable third-party commission. The Company shall use the proceeds from such
sale to satisfy the Grantee’s tax withholding obligation hereunder. During any period of time
during which the Grantee is a director or an executive officer of the Company and/or subject to the
reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, this
provision shall have no force and effect and the Grantee will be required to satisfy his or her tax
withholding obligations with respect to the Restricted Stock Award in another manner permitted by
the Plan.



     9. Election Under Section 83(b). The Grantee and the Company hereby agree that the
Grantee may, within 30 days following the acceptance of this Award as provided in Paragraph 1
hereof, file with the Internal Revenue Service and the Company an election under Section 83(b) of
the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to
provide a copy of the election to the Company.



     10. No Obligation to Continue 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 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.



     11. 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.



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     12. 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 7 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
Agreement or in the Plan, shall be rounded down.




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Including Forced Sale Provision




	 	 	 	 	 
	 	iROBOT CORPORATION

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing 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: