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RESTRICTED STOCK AWARD AGREEMENT

Option Agreement

RESTRICTED STOCK AWARD AGREEMENT | Document Parties: iROBOT CORPORATION You are currently viewing:
This Option Agreement involves

iROBOT CORPORATION

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Title: RESTRICTED STOCK AWARD AGREEMENT
Governing Law: Delaware     Date: 8/1/2008
Industry: Appliance and Tool     Sector: Consumer Cyclical

RESTRICTED STOCK AWARD AGREEMENT, Parties: irobot corporation
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Exhibit 10.4

Including Forced Sale Provision

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE iROBOT CORPORATION
2005 STOCK OPTION AND INCENTIVE PLAN

 

 

 

 

 

Name of Grantee:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. of Shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase Price Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grant Date:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Final Acceptance Date:

 

 

 

 

 

 

 

 

 

     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.

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

Shares Vested

 

Vesting Date

 

 

 

 

 

 

(25

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(75

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(100

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     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


 
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