Exhibit 10.4
Including Forced Sale Provision
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE iROBOT CORPORATION
2005 STOCK OPTION AND INCENTIVE PLAN
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Purchase Price
Per Share:
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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.
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Number of
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Shares Vested
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Vesting Date
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(25
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%)
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(50
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%)
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(75
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%)
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(100
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%)
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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 Grant