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EXHIBIT 10.11
IROBOT CORPORATION
63 SOUTH AVENUE
BURLINGTON, MA 01803-4903]
This Executive Agreement (the "Agreement"), by and among iRobot
Corporation, a
Delaware corporation (the "Company"), and the executive named
below
("Executive"), sets forth the terms and conditions by which the
Company will
provide certain benefits for Executive under certain circumstances
in the event
of a termination of Executive's employment with the Company. The
effective date
of this Agreement shall be the date of last execution as set forth
below (the
"Execution Date").
IROBOT CORPORATION
EXECUTIVE
By: __________________________________
By: _________________________________
Name: ________________________________
Name: _______________________________
Address: _____________________________
Title: ______________________________
_____________________________
Date: _______________________________
Date: ________________________________
WHEREAS, Executive currently is an employee of the Company and
an
Officer
(as hereinafter defined), and has made and is expected to
continue
to make
significant contributions to the business, growth and financial
strength
of the Company;
WHEREAS, the Company recognizes that the uncertainty regarding
the
consequences of a termination in Executive's employment as an
Officer of
the
Company adversely affects the Company's ability to retain
Executive;
WHEREAS, the Company further recognizes that, as is the case
for
most
publicly held companies, the possibility of a Change in Control
(as
hereinafter defined) exists, which may alter the nature and
structure of
the
Company, and recognizes that the uncertainty regarding the
consequences of such an event adversely affects the Company's
ability to
retain
Executive as an Officer;
WHEREAS, the Company desires to more closely align Executive's
interests
with those of the shareholders of the Company with respect to
any Change
in Control that may benefit the shareholders;
WHEREAS, the Company desires to assure itself of both present
and
future
continuity of management in the event of a Change in Control,
and
desires to
induce Executive to remain employed with the Company by
establishing certain benefits for Executive applicable under
certain
circumstances in the event of a Change in Control, and Executive
desires
to be so
induced; and
WHEREAS, the parties desire to set forth in writing the terms
and
conditions
of their agreement with respect to the provision of benefits
for
Executive applicable under certain circumstances in the event of
a
Change in
Control;
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NOW,
THEREFORE, in consideration of the premises and the mutual
covenants
and obligations herein contained, it is agreed among the parties
hereto as
follows:
1. Term.
This Agreement shall continue for a term commencing on the
Execution Date and ending on the date two years thereafter
("Initial Term"), and
shall be automatically renewed from year to year thereafter for
successive
one-year terms (each a "Renewal Term") unless ninety (90) days
prior to the
expiration of the initial term or any renewal term, a party gives
written notice
of non-renewal to the other party; provided that any such notice
provided by the
Company any time during the period beginning on the date that is
forty-five (45)
days prior to the date upon which a definitive agreement for a
Change in Control
is publicly announced as having been executed by the Company (the
"Announcement
Date") and ending on the first anniversary of the effective date of
a Change in
Control, shall have no effect whatsoever, and the Agreement shall
continue in
force until such time as otherwise terminated in accordance with
the terms
hereof. If an effective notice of non-renewal is given as permitted
hereunder,
this Agreement will expire at the conclusion of either the initial
term or the
renewal term, whichever is applicable, unless terminated earlier in
accordance
with Section 2 hereof. The "Term" of this Agreement shall include
the Initial
Term, as well as any Renewal Term, if applicable, subject to
termination at any
time prior to the expiration of the Term as provided in Section 2
hereof;
provided, however, that in the event of the first Change in Control
to occur
during the Term (including after any notice of non-renewal is
given), the Term
shall automatically continue through the first anniversary of the
effective date
of such Change in Control.
2. At-Will
Status. Notwithstanding any provision of this Agreement,
Executive will remain employed at-will, so that Executive or the
Company may
terminate Executive's employment at any time, with or without
notice, for any or
no reason, and this Agreement shall not create or imply any right
or duty of
Executive or the Company to have Executive remain in the employ
thereof for any
period of time. This Agreement shall automatically terminate on the
earliest
date of (a) Executive's Termination Date (as hereinafter defined)
if Executive's
employment ceases for any reason other than due to an Involuntary
Termination
Upon a Change in Control or a Resignation for Good Reason Upon a
Change in
Control (as such terms are hereinafter defined); or (b) the date
immediately
following the one-year anniversary of the effective date of the
first Change in
Control to occur during the Term; provided, that, notwithstanding
any provision
in this Agreement to the contrary, if Executive's employment is
terminated by
the Company prior to a Change in Control for any reason other than
for Cause, or
ceases due to an Involuntary Termination Upon a Change in Control
or a
Resignation for Good Reason Upon a Change in Control, this
Agreement shall
remain in effect until all obligations of the parties hereunder
have been fully
satisfied.
3.
Definitions. As used in this Agreement, the following terms shall
have
the meanings set forth herein:
a. "Cause" shall mean any one or more of the following: (i)
Executive's willful failure or refusal (except due to Disability
(as hereinafter
defined) or a condition reasonably likely to be deemed a Disability
with the
passage of time) to perform substantially his/her duties on behalf
of the
Company for a period of thirty (30) days after receiving written
notice
identifying in reasonable detail the nature of such failure or
refusal; (ii)
Executive's conviction of, entry of a plea of guilty or nolo
contendere to, or
admission of guilt in connection with a felony; (iii) disloyalty,
willful
misconduct or breach of fiduciary duty by Executive which causes
material harm
to the Company; or (iv) Executive's willful violation of any
confidentiality,
developments or non-competition agreement which causes material
harm to the
Company. Notwithstanding the foregoing, Executive shall not be
deemed to have
been terminated for Cause unless and until there shall have been
delivered to
him a copy of a resolution duly adopted by the Company's Board of
Directors (the
"Board") (excluding Executive if he is a Director) at a meeting of
the Board
called and held for (but not necessarily exclusively for) that
purpose (after
reasonable notice to Executive and an opportunity for Executive,
together with
counsel of his
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choice, to be heard by the Board) finding that Executive has, in
the good faith
opinion of the Board, engaged in conduct constituting Cause and
specifying the
particulars thereof in reasonable detail.
b. "Change in Control" shall mean the occurrence of any of the
following events:
(i) The Company is merged or consolidated or reorganized into
or with another corporation or other legal person, and as a result
of such
merger, consolidation or reorganization less than fifty percent
(50%) of the
combined voting power of the then-outstanding securities of such
surviving,
resulting or reorganized corporation or person immediately after
such
transaction is held in the aggregate by the holders of the
then-outstanding
securities entitled to vote generally in the election of directors
of the
Company ("Voting Stock") immediately prior to such transaction;
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other
legal person,
and as a result of such sale or transfer less than fifty percent
(50%) of the
combined voting power of the then-outstanding securities of such
corporation or
person immediately after such sale or transfer is held in the
aggregate by the
holders of Voting Stock of the Company immediately prior to such
sale or
transfer;
(iii) Any corporation or other legal person, pursuant to a
tender offer, exchange offer, purchase of stock (whether in a
market transaction
or otherwise) or other transaction or event acquires securities
representing 30%
or more of the Voting Stock of the Company, or there is a report
filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form or
report), each
as promulgated pursuant to the U.S. Securities Exchange Act of
1934, as amended
(the "Exchange Act"), disclosing that any "person" (as such term is
used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
become the
"beneficial owner" (as such term is used in Rule 13d-3 under the
Exchange Act)
of securities representing 30% or more of the Voting Stock of the
Company;
(iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing under
or in response to Form 8-K or Schedule 14A (or any successor
schedule, form or
report or item therein) that a change in control of the Company has
occurred; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board cease
for any
reason to constitute at least a majority thereof, unless the
election, or the
nomination for election by the Company's stockholders, of each
director of the
Company first elected during such period was approved by a vote of
at least a
majority of the directors then still in office who were directors
of the Company
at the beginning of any such period;
provided, however, that a "Change in Control" shall not be deemed
to have
occurred for purposes of this Agreement solely because (i) the
Company, (ii) an
entity in which the Company directly or indirectly beneficially
owns 50% or more
of the Voting Stock, or (iii) any Company-sponsored employee stock
ownership
plan or any other employee benefit plan of the Company, either
files or becomes
obligated to file a report or a proxy statement under or in
response to Schedule
13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form
or report) under the Exchange Act, disclosing beneficial ownership
by it of
shares of Voting Stock or because the Company reports that a change
in control
of the Company has occurred by reason of such beneficial
ownership.
c. "Company" shall mean iRobot Corporation, its assigns, and
its
Successors.
d. "Disability" shall mean any physical or mental disability
that
renders Executive unable to perform his/her essential job
responsibilities for a
cumulative period of 180 days in any twelve-month period, where
such disability
cannot be reasonably accommodated absent undue hardship.
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e. "Executive Office" shall mean those offices of the Company
domiciled in the United States that the Board in its reasonable
discretion may
designate from time to time as constituting an officer position
pursuant to
Section 16 of the Exchange Act and/or such other officers of the
Company as the
Board shall designate from time to time. Any person holding an
Executive Office
shall be an "Officer."
f. "Incentive Pay Eligibility" shall mean the aggregate amount
of
any cash compensation derived from any bonus, incentive,
performance,
profit-sharing or similar agreement, policy, plan or arrangement of
the Company
that Executive is eligible to receive based upon the attainment of
100% target
or quota with respect to any one year.
g. "Involuntary Termination Upon a Change in Control" shall mean
the
termination of the employment of Executive by the Company without
Cause at any
time within the period beginning on the date that is forty-five
(45) days prior
to the Announcement Date and ending on the first anniversary of the
effective
date of a Change in Control. "Involuntary Termination Upon Change
in Control"
shall not include any termination of Executive's employment (a) for
Cause; (b)
as a result of Executive's Disability; (c) as a result of
Executive's death; or
(d) by Executive for any reason.
h. "Resignation for Good Reason Upon a Change in Control" shall
occur upon the receipt by the Company of Executive's notice
specified below, if
any of the following "Events" occur without Executive's prior
written consent
during the one-year period beginning on the effective date of a
Change in
Control:
(i) The substantial reduction of (1) Executive's aggregate
base salary, (2) Executive's Incentive Pay Eligibility, or (3) the
benefits for
which Executive was eligible, in each case, in effect immediately
prior to a
Change in Control; unless, however, in the case of subclause (3)
only, such
reduction is due to an across-the-board reduction applicable to all
senior
executives of the Company and any Successor, and the benefits
available to
Executive after such acr
