DEFERRED STOCK AWARD AGREEMENT UNDER THE iROBOT CORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN
Exhibit 10.5
Name of Grantee:
No. of Restricted Stock Units Granted:
Grant Date:
No. of Restricted Stock Units Granted:
Grant 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 Deferred Stock
Award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock, par value
$.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and
conditions set forth herein and in the Plan.
Incremental (Aggregate) | ||
Number of | ||
Restricted Stock Units Vested | Vesting Date | |
(25%) | ||
(50%) | ||
(75%) | ||
(100%) |
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 unvested Restricted Stock Units in
connection with such Acquisition or Change in Control shall be governed by the Executive Agreement.
To the extent that the Grantee is not a party to an Executive Agreement, in the event of an
Acquisition the acquirer shall assume the Award and the terms of this Award Agreement taking into
account any adjustment or substitution as provided in Section 3(d) of the Plan; provided, however,
that if the Award and the terms of this Award Agreement are not so assumed, any Restricted Stock
Units that remain unvested at the time of such Acquisition shall become fully vested at such time.
The Administrator may at any time accelerate the vesting schedule specified in this Section 2.
(a) As soon as practicable following each vesting date, but in no event later than 30 days
after each such vesting date, the Company shall direct its transfer agent to issue to the Grantee
in book entry form the number of shares of Stock equal to the number of Restricted Stock Units
credited to the Grantee that have vested pursuant to Section 2 of this Award Agreement on such date
in satisfaction of such Restricted Stock Units. Such issuance may be effected by the Company
directing its transfer agent to deposit such shares of Stock into the Grantee’s brokerage account.
The Grantee’s cost basis in any shares of Stock issued hereunder shall be $0.00.
(b) In each instance above, the issuance of shares of Stock shall be subject to the payment by
the Grantee by cash or other means acceptable to the Company of any federal, state, local and other
applicable taxes required to be withheld in connection with such issuance in accordance with
Section 8 of this Award Agreement.
(c) The Grantee understands that (i) the Grantee shall have no rights with respect to the
shares of Stock underlying the Restricted Stock Units, such as voting rights, dividend rights and
dividend equivalent rights, unless and until such shares of Stock have been issued to the Grantee
as specified in Section 4(a) hereof and (ii) once shares have been delivered by book entry to the
Grantee in respect of the Restricted Stock Units, the Grantee will be free to sell such shares of
Stock, subject to applicable requirements of federal and state securities laws and Company policy.
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that would satisfy the minimum withholding amount due. In the event that the Grantee does not
satisfy his or her tax withholding obligation within five business days of being notified by the
Company of such obligation, the Company shall, to the extent permitted by law, in its sole
discretion, (i) have the right to deduct such taxes from any payment of any kind otherwise due to
the Grantee or (ii) withhold from shares of Stock to be issued by the transfer agent, a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding
amount due.
(a) Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.
(b) Entire Award; Modification. This Award Agreement constitutes the entire agreement
between the parties relative to the subject matter hereof, and supersedes all proposals, written or
oral, and all other communications between the parties relating to the subject matter of this Award
Agreement. This Award Agreement may be modified, amended or rescinded only by a written agreement
executed by both parties.
(c) Severability. The invalidity, illegality or unenforceability of any provision of
this Award Agreement shall in no way affect the validity, legality or enforceability of any other
provision.
(d) Successors and Assigns. This Award Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns, subject to the
limitations set forth in Section 6 hereof.
(e) Governing Law. This Award Agreement shall be governed by and interpreted in
accordance with the laws of the state of Delaware, without giving effect to the principles of the
conflicts of laws thereof.
(f) Fractional Shares. All fractional shares resulting from the adjustment provisions
or from the withholding of shares to satisfy tax withholding obligations, contained in this Award
Agreement or in the Plan, shall be rounded down.
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iROBOT CORPORATION | ||||||
By: | ||||||
Title: |
The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed
to by the undersigned.
Dated: |
||||||||
Grantee’s Signature | ||||||||
Grantee’s name and address: | ||||||||
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