AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.1

Execution Copy

AMENDED AND RESTATED
INDEPENDENT CONTRACTOR AGREEMENT

     This AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made as of the 8th day of August, 2008 (the “Effective Date”), by and between iRobot Corporation, a Delaware corporation with a principal office at 8 Crosby Drive, Bedford, Massachusetts, 01730 and its affiliates, successors, assigns and duly authorized representatives (the “Company”), and Rodney A. Brooks, an individual with an office at The Stata Center of The Massachusetts Institute of Technology (“MIT”), Cambridge, Massachusetts, 02139 (“Contractor”). This Agreement amends and restates in its entirety the Independent Contractor Agreement, dated December 30, 2002, by and between Company and Contractor (the “Existing Agreement”).

      WHEREAS, the Company and Contractor are parties to the Existing Agreement;

      WHEREAS, Contractor desires to commence work with two new entities, Heartland Robotics, Inc. (“Heartland”) and BrooksLab, LLC (“BrooksLab”);

      WHEREAS, Heartland proposes to engage in the business of developing, producing, marketing and selling products or services in the Robotics Industry (as defined below) for use in industrial and plant automation or with material handling applications outside of the defense or homeland security industries (the “Heartland Opportunity”);

      WHEREAS, BrooksLab proposes to engage in the business of incubating and commercializing new ideas and technologies in the Robotics Industry and licensing or assigning such new ideas or technologies to new or existing business entities, provided that such new ideas or technologies incubated or commercialized by BrooksLab (i) shall not have applications in industrial or plant automation, (ii) shall not constitute material handling applications and/or (iii) shall not be in the Mobile Robotics Industry (the “BrooksLab Opportunity” and, together with the Heartland Opportunity, the “Opportunities”);

      WHEREAS, the term “Robotics Industry” for all purposes of this Agreement shall mean those areas of business where embedded control, mechanical actuations, sensors and artificial intelligence are combined together to create value; and the term “Mobile Robotics Industry” for all purposes of this Agreement shall mean those areas of business where embedded control, mechanical actuations, sensors and artificial intelligence are combined together to create a mobile system that delivers value;

      WHEREAS, Contractor and Company desire Contractor to remain a Director of the Company and to continue to perform certain services for the Company on an independent contractor basis while pursuing the Opportunities;

      WHEREAS, in consideration of the Company entering into this Agreement, Contractor has caused Heartland to enter into a separate stock purchase agreement with the Company;

      WHEREAS, Contractor and Company desire to, and hereby do, amend and restate the Existing Agreement as set forth herein;

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:

     1.  Services :

     (a) Company hereby retains Contractor, and Contractor hereby agrees to continue to perform for Company, certain services assigned to Contractor by Company, including, but not limited to, fundraising, marketing, and technical projects, all such services and projects to be outside of the usual course of the Company’s business and relate to areas of the Company’s business that do not in any way over-lap with the Opportunities (the “Services”). Contractor is responsible for providing the necessary equipment, tools, materials and supplies to perform the Services.

     (b) Contractor agrees to keep Company updated, promptly upon Company’s request, of any progress, problems, and/or developments of which Contractor is aware regarding the Services. Company shall have the right to require such updates in writing from Contractor in a format specified by Company or acceptable to Company in its sole discretion.

     (c) From time to time, the Company may ask the Contractor to work with and at the direction of the Company’s legal counsel in order to provide assistance on certain legal matters. It is the company’s intention that such work be covered by the attorney-client privilege to the maximum extent permitted by law, and the Contractor agrees to cooperate with the Company in all reasonable respects in such matters.

     2.  Compensation :

     (a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to Company hereunder (not to exceed 35 hours per month), Company shall provide Contractor, as full and complete compensation for the Services rendered hereunder, compensation at the rate of $500.00 per hour. Company shall pay such compensation within 30 days of the date of each invoice from Contractor setting forth the Services performed (but Contractor will not submit invoices more often than monthly and the Company shall in all cases have the right to dispute or approve matters set forth on any such invoice).

     (b) Company hereby agrees that Contractor may be eligible for additional compensation for specific projects. Such additional compensation, and whether Contractor is eligible for same, will be determined and awarded at the Company’s sole discretion.

     (c) The Company will, upon substantiation thereof, reimburse the Contractor for all reasonable expenses required in the ordinary course of business and incurred by the Contractor in connection with the Services. The Contractor must regularly submit, to the Treasurer of the Company, a statement of these expenses and will comply with such other accounting and reporting requirements as the Company may from time to time establish.

     (d) Contractor shall not be entitled to receive any other compensation or any benefits from Company (except as expressly set forth herein). Except as otherwise required by law, Company shall not withhold any sums or payments made to Contractor for social security or other federal, state or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Contractor’s responsibility. Contractor expressly acknowledges and agrees that Contractor is obligated to pay all taxes arising from Contractor’s receipt of payments for the provision of Services and that he will not be eligible for any employee benefits and expressly waives any entitlement to such benefits. Contractor further agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on the Company (i) to pay withholding taxes or similar items, or (ii) resulting from any determination by a federal, state or local authority that Contractor is not or was not an independent contractor. Further, Contractor understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation law.

     3.  Confidentiality and Nondisclosure . For purposes of this Section 3 and Sections 4 and 5 of this Agreement, the “Company” shall include iRobot, its subsidiaries, corporate entities (other than Heartland and its subsidiaries) in which, to the Contractor’s knowledge, iRobot has made a minority equity investment and their respective successors and assigns. In consideration and as a condition of the Contractor’s continuing relationship with the Company and the compensation paid for Contractor’s performance of the Services, the Contractor agrees as follows:

     (a) Except as deemed necessary by the Contractor to perform the Services hereunder, (i) to keep confidential, except as the Company may otherwise consent in writing, and not to disclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to the Contractor’s relationship with the Company, any trade secrets, confidential information, knowledge, data, or other information of the Company relating to products, processes, know-how, designs, customer lists, business plans, marketing plans and strategies, and pricing strategies pertaining to any business of the Company, which the Contractor may produce, obtain or otherwise acquire during the course of his relationship with the Company (“Confidential Information”), except as herein provided, and (ii) not to deliver, reproduce or in any way allow any such Confidential Information, or any documentation relating thereto to be delivered or used by any third parties without specific direction or consent of a duly authorized representative of the Company. Notwithstanding the foregoing, Confidential Information shall not include (1) the Contractor’s skills and general knowledge about the Robotics Industry, it being understood that Contractor’s skills and general knowledge relating to the Robotics Industry may have been, and may continue to be, developed or enhanced, in part, as a result of Contractor’s past or future provision of Services to the Company, (2) Confidential Information that has been disclosed or released to the general public unless such disclosure or release is as a result of Contractor’s breach of this Agreement, (3) Confidential Information that is available to Contractor on a non-confidential basis from a source other than the Company, provided such source is not and was not bound by a confidentiality agreement with the Company, (4) Confidential Information which, at the time of disclosure, had previously been developed by Contractor independently of and without reference to the Confidential Information, or (5) Confidential Information which at the time of disclosure, and with respect to such disclosure only, is required to be disclosed pursuant to a requirement of law.

     (b) In the event of termination of the Contractor’s relationship with the Company for any reason whatsoever, Contractor agrees: (i) to surrender and deliver to the Company promptly all records, materials, equipment, drawings and data of any nature pertaining to the Company, regardless of whether containing any Confidential Information, and the Contractor will not take with him any description containing or pertaining to any Confidential Information which the Contractor may produce or obtain during the course of performing the Services; (ii) after returning all such Company property, the Contractor shall promptly delete and finally purge all duplicates, electronic or otherwise, from any computer or device under his possession or control; and (iii) to sign and deliver a “Termination Certificate” in the form attached as Exhibit A.

     (c) To keep and maintain adequate and current written records of all sales and customer transactions related to the Services that are material to the Company, which records shall be available to and remain the sole property of the Company at all times.

     (d) Except as set forth in this Agreemen