Exhibit 10.19
FIRST AMENDMENT
TO
IROBOT CORPORATION
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PROGRAM
Pursuant to the powers reserved to it
in Article VI of the iRobot Corporation Non-Employee
Directors’ Deferred Compensation Program (the
“Program”), iRobot Corporation (the
“Company”) hereby amends the Program, effective as of
February 6, 2008, as set forth below. Capitalized terms not
defined herein shall have the meaning specified in the
Program.
1. Section IV.D.
of the Program is hereby amended by deleting clause (ii) of
the second sentence in its entirely and substituting the following
in lieu thereof:
“(ii) until the Non-Employee
Director’s “separation from service” (as such
term is defined in Section 409A of the Internal Revenue Code
of 1986, as amended and the regulations promulgated
thereunder (the “Code”)) from the Company.”
2. The
final sentence of Section IV.F. of the program is hereby
amended by deleting such sentence in its entirely and substituting
the following in lieu thereof:
“Notwithstanding the foregoing, in the event of a Change in
Control Event (as defined in Section 12(c)(i) of the Plan)
which also constitutes a change in the ownership or effective
control of the Company or the ownership of a substantial portion of
the assets of the Company (as such terms are defined in
Section 409A of the Code), all Accounts under the Program
shall become immediately payable in a lump sum.”
3. The
Program is hereby amended by inserting as a new Section VII.D.
as follows and renumbering the current Sections VII.D. and
VII.E as Sections VII.E and VII.F., respectively:
“D. The Company makes no
representation or warranty and shall have no liability to any
Non-Employee Director or any other person if any provisions of this
Program are determined to constitute deferred compensation subject
to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such section.”
4. Except
as amended herein, the Program is confirmed in all other
respects.
IROBOT CORPORATION
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PROGRAM
I.
INTRODUCTION
The iRobot Corporation Non-Employee
Directors’ Deferred Compensation
Program (the “Program”),
effective January 1, 2006, is established pursuant to the
iRobot Corporation 2005 Stock Option and Incentive Plan (the
“Plan”) and permits a Director who is not an employee
of the Company (a “Non-Employee Director”) to defer
receipt of all or any part of the compensation payable to him under
the Plan.
II.
ADMINISTRATION
The Program shall be administered by
the Compensation Committee of the Board of Directors of the Company
(the “Committee”). The Committee shall have complete
discretion and authority with respect to the Program and its
application, except as expressly limited by the Program.
III.
ELIGIBILITY
All Non-Employee Directors are
eligible to participate in the Program.
IV.
DEFERRAL OF RETAINER FEES
A. Election to Defer. A
Non-Employee Director may elect in advance to defer the receipt of
some or all of his retainer fees from the Company. To make such an
election, the Non-Employee Director must execute and deliver to the
Committee an election form specifying the percentage of his
retainer fees he wishes to defer. Except with respect to a newly
elected or appointed Non-Employee Director, any election under this
paragraph shall apply only to retainer fees that are earned with
respect to services to be performed beginning on or after the start
of
the next
calendar year after such receipt and acceptance. A newly elected or
appointed Non-Employee Director, may, within 30 days of
becoming a Non-Employee Director, file a deferral election which
shall apply only to retainer fees that are earned with respect to
services to be performed subsequent to the election. An election
shall remain in effect from year to year, until a new election
becomes effective with respect to retainer fees payable in the next
calendar year. A Non-Employee Director may revoke his deferral
election with respect to retainer fees that are payable in the
calendar year beginning after receipt and acceptance by the Company
of his written revocation.
B. Deferred Account. As of the
last day of each calendar quarter, a Non-Employee Director’s
deferred account (“Account”) shall be credited with a
number of whole and fractional stock units determined by dividing
his deferred retainer fees for the calendar quarter by the fair
market value of a share of common stock, par value $0.01 per share,
of the Company (“Stock”). For purposes of this Program,
“fair market value” of a share of Stock on any given
date shall mean the last reported sale price at which Stock is
traded on such date, or if no Stock is traded on such date, the
most recent date on which Stock was traded on the NASDAQ National
Market System, of if applicable, any other national stock exchange
on which Stock is traded.
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