AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN

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Exhibit 10.4

iROBOT CORPORATION

AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN

1. Purpose and Eligibility

The purpose of this Amended and Restated 2004 Stock Option and Incentive

Plan (the "Plan") of iRobot Corporation (the "Company") is to amend and restate

in its entirety the Company's 2004 Stock Option and Incentive Plan (as

originally adopted and approved, the "Original Plan") and to provide stock

options and other equity interests in the Company (each an "Award") to

employees, officers, directors, consultants and advisors of the Company and its

Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any

person to whom an Award has been granted under the Plan is called a

"Participant." Additional definitions are contained in Section 8.

2. Administration

a. Administration by Board of Directors. The Plan will be administered by

the Board of Directors of the Company (the "Board"). The Board, in its sole

discretion, shall have the authority to grant and amend Awards, to adopt, amend

and repeal rules relating to the Plan and to interpret and correct the

provisions of the Plan and any Award. All decisions by the Board shall be final

and binding on all interested persons. Neither the Company nor any member of the

Board shall be liable for any action or determination relating to the Plan.

b. Appointment of Committees. To the extent permitted by applicable law,

the Board may delegate any or all of its powers under the Plan to one or more

committees or subcommittees of the Board (a "Committee"). All references in the

Plan to the "Board" shall mean such Committee or the Board.

c. Delegation to Executive Officers. To the extent permitted by applicable

law, the Board may delegate to one or more executive officers of the Company the

power to grant Awards and exercise such other powers under the Plan as the Board

may determine, provided that the Board shall fix the maximum number of Awards to

be granted and the maximum number of shares issuable to any one Participant

pursuant to Awards granted by such executive officers.

3. Stock Available for Awards

a. Number of Shares. Subject to adjustment under Section 3(c), the

aggregate number of shares of Common Stock of the Company, par value $.01 per

share (the "Common Stock") that may be issued pursuant to the Plan is (i)

1,189,423 shares plus (ii) such number of shares as equals that number of stock

options returned to the Company's Amended and Restated 1994 Stock Plan, as

amended, in accordance there with, after November 16, 2004, as a result of the

expiration, cancellation or termination; provided, however, that such aggregate

number of shares that may be issued pursuant to the Plan shall not exceed

3,695,223 shares. If any Award expires, or is terminated, surrendered, cancelled

or forfeited, in whole or in part, the unissued

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Common Stock covered by such Award shall again be available for the grant of

Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are

repurchased by, or are surrendered or forfeited to, the Company at no more than

cost, such shares of Common Stock shall again be available for the grant of

Awards under the Plan; provided, however, that the cumulative number of such

shares that may be so reissued, together with all other shares that may be

issued, under the Plan will not exceed 3,695,223 shares. Shares issued under the

Plan may consist in whole or in part of authorized but unissued shares or

treasury shares.

b. Per-Participant Limit. Subject to adjustment under Section 3(c), no

Participant may be granted Awards during any one fiscal year to purchase more

than 2,586,656 shares of Common Stock.

c. Adjustment to Common Stock. In the event of any stock split, stock

dividend, extraordinary cash dividend, recapitalization, reorganization, merger,

consolidation, combination, exchange of shares, liquidation, spin-off, split-up,

or other similar change in capitalization or event, (i) the number and class of

securities available for Awards under the Plan and the per-Participant share

limit, (ii) the number and class of securities, vesting schedule and exercise

price per share subject to each outstanding Option, (iii) the repurchase price

per security subject to repurchase, and (iv) the terms of each other outstanding

stock-based Award shall be adjusted by the Company in an equitable or

proportionate manner determined by the Board to avoid distortion in the value of

the Awards. If Section 7(e)(i) applies for any event, this Section 3(c) shall

not be applicable. The adjustments by the Board shall be final, binding and

conclusive.

4. Stock Options

a. General. The Board may grant options to purchase Common Stock (each, an

"Option") and determine the number of shares of Common Stock to be covered by

each Option, the exercise price of each Option and the conditions and

limitations applicable to the exercise of each Option and the Common Stock

issued upon the exercise of each Option, including vesting provisions,

repurchase provisions and restrictions relating to applicable federal or state

securities laws, as it considers advisable.

b. Incentive Stock Options. An Option that the Board intends to be an

"incentive stock option" as defined in Section 422 of the Code (an "Incentive

Stock Option") shall be granted only to employees of the Company and shall be

subject to and shall be construed consistently with the requirements of Section

422 of the Code. The Board and the Company shall have no liability if an Option

or any part thereof that is intended to be an Incentive Stock Option does not

qualify as such. An Option or any part thereof that does not qualify as an

Incentive Stock Option is referred to herein as a "Nonstatutory Stock Option".

c. Exercise Price. The Board shall establish the exercise price (or

determine the method by which the exercise price shall be determined) at the

time each Option is granted and specify it in the applicable option agreement.

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d. Duration of Options. Each Option shall be exercisable at such times and

subject to such terms and conditions as the Board may specify in the applicable

option agreement.

e. Exercise of Option. Options may be exercised only by delivery to the

Company of a written notice of exercise signed by the proper person together

with payment in full as specified in Section 4(f) for the number of shares for

which the Option is exercised.

f. Payment Upon Exercise. Common Stock purchased upon the exercise of an

Option shall be paid for by one or any combination of the following forms of

payment:

(i) by cash or check payable to the order of the Company;

(ii) except as otherwise explicitly provided in the applicable

option agreement, and only if the Common Stock is then publicly traded, delivery

of an irrevocable and unconditional undertaking by a creditworthy broker to

deliver promptly to the Company sufficient funds to pay the exercise price, or

delivery by the Participant to the Company of a copy of irrevocable and

unconditional instructions to a creditworthy broker to deliver promptly to the

Company cash or a check sufficient to pay the exercise price; or

(iii) to the extent explicitly provided in the applicable option

agreement, by (x) delivery of shares of Common Stock owned by the Participant

valued at fair market value (as determined by the Board or as determined

pursuant to the applicable option agreement), (y) delivery of a promissory note

of the Participant to the Company (and delivery to the Company by the

Participant of a check in an amount equal to the par value of the shares

purchased), or (z) payment of such other lawful consideration as the Board may

determine.

5. Restricted Stock

a. Grants. The Board may grant Awards entitling recipients to acquire

shares of Common Stock, subject to (i) delivery to the Company by the

Participant of cash or other lawful consideration in an amount at least equal to

the par value of the shares purchased, and (ii) the right of the Company to

repurchase all or part of such shares at their issue price or other stated or

formula price from the Participant in the event that conditions specified by the

Board in the applicable Award are not satisfied prior to the end of the

applicable restriction period or periods established by the Board for such Award

(each, a "Restricted Stock Award").

b. Terms and Conditions. The Board shall determine the terms and

conditions of any such Restricted Stock Award. Any stock certificates issued in

respect of a Restricted Stock Award shall be registered in the name of the

Participant and, unless otherwise determined by the Board, deposited by the

Participant, together with a stock power endorsed in blank, with the Company (or

its designee). After the expiration of the applicable restriction periods, the

Company (or such designee) shall deliver the certificates no longer subject to

such restrictions to the Participant or, if the Participant has died, to the

beneficiary designated by a Participant, in a manner determined by the Board, to

receive amounts due or exercise rights of the Participant in the event of the

Participant's death (the "Designated Beneficiary"). In the absence of an

effective designation by a Participant, Designated Beneficiary shall mean the

Participant's estate.

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6. Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the Common

Stock having such terms and conditions as the Board may determine, including,

without limitation, the grant of shares based upon certain conditions, the grant

of securities convertible into Common Stock and the grant of stock appreciation

rights, phantom stock awards or stock units.

7. General Provisions Applicable to Awards

a. Transferability of Awards. Except as the Board may otherwise determine

or provide in an Award, Awards shall not be sold, assigned, transferred, pledged

or otherwise encumbered by the person to whom they are granted, either

voluntarily or by operation of law, except by will or the laws of descent and

distribution, and, during the life of the Participant, shall be exercisable only

by the Participant. References to a Participant, to the extent relevant in the

context, shall include references to authorized transferees.

b. Documentation. Each Award under the Plan shall be evidenced by a

written instrument in such form as the Board shall determine or as executed by

an officer of the Company pursuant to authority delegated by the Board. Each

Award may contain terms and conditions in addition to those set forth in the

Plan provided that such terms and conditions do not contravene the provisions of

the Plan.

c. Board Discretion. The terms of each type of Award need not be

identical, and the Board need not treat Participants uniformly.

d. Termination of Status. The Board shall determine the effect on an Award

of the disability, death, retirement, authorized leave of absence or other

change in the employment or other status of a Participant and the extent to

which, and the period during which, the Participant, or the Participant's legal

representative, conservator, guardian or Designated Beneficiary, may exercise

rights under the Award.

e. Acquisition of the Company

(i) Consequences of an Acquisition. Upon the consummation of an

Acquisition, the Board or the board of directors of the surviving or acquiring

entity (as used in this Section 7(e)(i), also the "Board"), shall, as to

outstanding Awards (on the same basis or on different bases as the Board shall

specify), make appropriate provision for the continuation of such Awards by the

Company or the assumption of such Awards by the surviving or acquiring entity

and by substituting on an equitable basis for the shares then subject to such

Awards either (a) the consideration payable with respect to the outstanding

shares of Common Stock in connection with the Acquisition, (b) shares of stock

of the surviving or acquiring corporation or (c) such other securities or other

consideration as the Board deems appropriate, the fair market value of which (as

determined by the Board in its sole discretion) shall not materially differ from

the fair market value of the shares of Common Stock subject to such Awards

immediately preceding the Acquisition. In addition to or in lieu of the

foregoing, with respect to outstanding

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Options, the Board may, on the same basis or on different bases as the Board

shall specify, upon written notice to the affected optionees, provide that one

or more Options then outstanding must be exercised, in whole or in part, within

a specified number of days of the date of such notice, at the end of which

period such Options shall terminate, or provide that one or more Options then

outstanding, in whole or in part, shall be terminated in exchange for a cash

payment equal to the excess of the fair market value (as determined by the Board

in its sole discretion) for the shares subject to such Options over the exercise

price thereof; provided, however, that before terminating any portion of an

Option that is not vested or exercisable (other than in exchange for a cash

payment), the Board must first accelerate in full the exercisability of the

portion that is to be terminated. Unless otherwise determined by the Board (on

the same basis or on different bases as the Board shall specify), any repurchase

rights or other rights of the Company that relate to an Option or other Award

shall continue to apply to consideration, including cash, that has been

substituted, assumed or amended for an Option or other Award pursuant to this

paragraph. The Company may hold in escrow all or any portion of any such

consideration in order to effectuate any continuing restrictions.

(ii) Acquisition Defined. An "Acquisition" shall mean: (x) the sale

of the Company by merger in which the shareholders of the Company in their

capacity as such no longer own a majority of the outstanding equity securities

of the Company (or its successor); or (y) any sale of all or substantially all

of the assets or capital stock of the Company (other than in a spin-off or

similar transaction) or (z) any other acquisition of the business of the

Company, as determined by the Board.

(iii) Assumption of Options Upon Certain Events. In connection with

a merger or consolidation of an entity with the Company or the acquisition by

the Company of property or stock of an entity, the Board may grant Awards under

the Plan in substitution for stock and stock-based awards issued by such entity

or an affiliate thereof. The substitute Awards shall be granted on such terms

and conditions as the Board considers appropriate in the circumstances.

f. Withholding. Each Participant shall pay to the Company, or make

provisions satisfactory to the Company for payment of, any taxes required by law

to be withheld in connection with Awards to such Participant no later than the

date of the event creating the tax liability. The Board may allow Participants

to satisfy such tax obligations in whole or in part by transferring shares of

Common Stock, including shares retained from the Award creating the tax

obligation, valued at their fair market value (as determined by the Board or as

determined pursuant to the applicable option agreement). The Company may, to the

extent permitted by law, deduct any such tax obligations from any payment of any

kind otherwise due to a Participant.

g. Amendment of Awards. The Board may amend, modify or terminate any

outstanding Award including, but not limited to, substituting therefor another

Award of the same or a different type, changing the date of exercise or

realization, and converting an Incentive Stock Option to a Nonstatutory Stock

Option, provided that the Participant's consent to such action shall be required

unless the Board determines that the action, taking into account any related

action, would not materially and adversely affect the Participant.

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h. Conditions on Delivery of Stock. The Company will not be obligated to

deliver any shares of Common Stock pursuant to the Plan or to remove

restrictions from shares previously delivered under the Plan until (i) all

conditions of the Award have been met or removed to the satisfaction of the

Company, (ii) in the opinion of the Company's counsel, all other legal matters

in connection with the issuance and delivery of such shares have been satisfied,

including any applicable securities laws and any applicable stock exchange or

stock market rules and regulations, and (iii) the Participant has executed and

delivered to the Company such representations or agreements as the Company may

consider appropriate to satisfy the requirements of any applicable laws, rules

or regulations.

i. Acceleration. The Board may at any time provide that any Options shall

become immediately exercisable in full or in part, that any Restricted Stock

Awards shall be free of some or all restrictions, or that any other stock-based

Awards may become exercisable in full or in part or free of some or all

restrictions or conditions, or otherwise realizable in full or in part, as the

case may be, despite the fact that the foregoing actions may (i) cause the

application of Sections 280G and 4999 of the Code if a change in control of the

Company occurs, or (ii) disqualify all or part of the Option as an Incentive

Stock Option. In the event of the acceleration of the exercisability of one or

more outstanding Options, including pursuant to paragraph (e)(i), the Board may

provide, as a condition of full exercisability of any or all such Options, that

the Common Stock or other substituted consideration, including cash, as to which

exercisability has been accelerated shall be restricted and subject to

forfeiture back to the Company at the option of the Company at the cost thereof

upon termination of employment or other relationship, with the timing and other

terms of the vesting of such restricted stock or other consideration being

equivalent to the timing and other terms of the superseded exercise schedule of

the related Option.

8. Miscellaneous

a. Definitions.

(i) "Company," for purposes of eligibility under the Plan, shall

include any present or future subsidiary corporations of iRobot Corporation, as

defined in Section 424(f) of the Code (a "Subsidiary"), and any present or

future parent corporation of iRobot Corporation, as defined in Section 424(e) of

the Code. For purposes of Awards other than Incentive Stock Options, the term

"Company" shall include any other business venture in which the Company has a

direct or indirect significant interest, as determined by the Board in its sole

discretion.

(ii) "Code" means the Internal Revenue Code of 1986, as amended, and

any regulations promulgated thereunder.

(iii) "employee" for purposes of eligibility under the Plan (but not

for purposes of Section 4(b)) shall include a person to whom an offer of

employment has been extended by the Company.

b. No Right To Employment or Other Status. No person shall have any claim

or right to be granted an Award, and the grant of an Award shall not be

construed as giving a

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Participant the right to continued employment or any other relationship with the

Company. The Company expressly reserves the right at any time to dismiss or

otherwise terminate its relationship with a Participant free from any liability

or claim under the Plan.

c. No Rights As Stockholder. Subject to the provisions of the applicable

Award, no Participant or Designated Beneficiary shall have any rights as a

stockholder with respect to any shares of Common Stock to be distributed with

respect to an Award until becoming the record holder thereof.

d. Effective Date and Term of Plan. The Plan became effective on November

12, 2004, the date on which the Original Plan was adopted by the Board. No

Awards shall be granted under the Plan after November 12, 2014, but Awards

previously granted may extend beyond that date.

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan

or any portion thereof at any time.

f. Governing Law. The provisions of the Plan and all Awards made hereunder

shall be governed by and interpreted in accordance with the laws of Delaware,

without regard to any applicable conflicts of law.

Original Plan adopted by the Board of

Directors on November 12, 2004

Original Plan approved by the stockholders

on November 29, 2004

Amendment and Restatement Approved by

Board of Directors on February 9, 2005

Amendment and Restatement Approved by

Board of Directors on July 13, 2007

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IROBOT CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

iRobot Corporation (the "Company") hereby grants the following stock option

pursuant to its 2004 Stock Option and Incentive Plan, as amended from time to

time. The terms and conditions attached hereto are also a part hereof.

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<S> <C>

Name of optionee (the "Optionee")*:

Date of this option grant:

Number of shares of the Company's Common

Stock subject to this option ("Shares"):

Option exercise price per share:

Number, if any, of Shares that may be purchased

on or after the grant date:

Shares that are subject to vesting schedule:

Vesting Start Date:

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Vesting Schedule:

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<S> <C>

One year from Vesting Start Date: ___% of the Shares

Two years from Vesting Start Date: ___% of the Shares

Three years from Vesting Start Date: ___% of the Shares

Four years from Vesting Start Date: ___% of the Shares

Five years from Vesting Start Date: ___% of the Shares

All vesting is dependent on the continuation of a Business Relationship with the

Company, as provided herein.

Payment alternatives: Section 7(a)(i) through (iii)

</TABLE>

This option satisfies in full all commitments that the Company has to the

Optionee with respect to the issuance of stock, stock options or other equity

securities.

IROBOT CORPORATION

------------------------------------- By:

Signature of Optionee ------------------------------------

Name of Officer:

------------------------------------- -----------------------

Street Address Title:

---------------------------------

-------------------------------------

City/State/Zip Code

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* N.B.: This form of agreement is designed for grants of "incentive stock

options" to employees who, at time of grant, are not 10% stockholders.

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IROBOT CORPORATION

INCENTIVE STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

1. Grant Under Plan. This option is granted pursuant to and is governed by

the Company's 2004 Stock Option and Incentive Plan, as amended from time to time

(the "Plan") and, unless the context otherwise requires, terms used herein shall

have the same meaning as in the Plan.

2. Grant as Incentive Stock Option. This option is intended to qualify as

an incentive stock option under Section 422 of the Internal Revenue Code of

1986, as amended, and the regulations thereunder (the "Code").

3. Vesting of Option.

(a) Vesting if Business Relationship Continues. The Optionee may

exercise this option on or after the date of this option grant for the

number of shares of Common Stock, if any, set forth (or, to the extent

applicable, derived from the percentages set forth) on the cover page

hereof. If the Optionee has continuously maintained a Business Relationship

(as defined below) with the Company through the dates listed on the vesting

schedule set forth on the cover page hereof, the Optionee may exercise this

option for the additional number of shares of Common Stock set opposite the

applicable vesting date. Notwithstanding the foregoing, the Board may, in

its discretion, accelerate the date that any installment of this option

becomes exercisable. The foregoing rights are cumulative and may be

exercised only before the date which is ten years from the date of this

option grant.

(b) For purposes hereof, "Business Relationship" shall mean service to

the Company or its successor in the capacity of an employee, officer,

director or consultant.

4. Termination of Business Relationship.

(a) Termination. If the Optionee's Business Relationship with the

Company ceases, voluntarily or involuntarily, with or without cause, no

further installments of this option shall become exercisable, and this

option shall expire (may no longer be exercised) after the passage of 90

days from the date of termination, but in no event later than the scheduled

expiration date. Any determination under this agreement as to the status of

a Business Relationship or other matters referred to above shall be made in

good faith by the Board of Directors of the Company.

(b) Employment Status. For purposes hereof, with respect to employees

of the Company, employment shall not be considered as having terminated

during any leave of absence if such leave of absence has been approved in

writing by the Company and if such written approval contractually obligates

the Company to continue the employment of the Optionee after the approved

period of absence; in the event of such an approved leave of absence,

vesting of this option shall be suspended (and the period of the leave of

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absence shall be added to all vesting dates) unless otherwise provided in

the Company's written approval of the leave of absence. For purposes

hereof, a termination of employment followed by another Business

Relationship shall be deemed a termination of the Business Relationship

with all vesting to cease unless the Company enters into a written

agreement related to such other Business Relationship in which it is

specifically stated that there is no termination of the Business

Relationship under this agreement. This option shall not be affected by