Exhibit 10.2
INDEMNIFICATION AGREEMENT
This Agreement made and entered into this ____ day of ______, (the
"Agreement"), by and between iRobot Corporation, a Delaware corporation (the
"Company," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled, directly or indirectly, by the Company) and
____________ (the "Indemnitee"):
WHEREAS, it is essential to the Company that it be able to retain and
attract as directors and executive officers the most capable persons available;
WHEREAS, increased corporate litigation has subjected directors and
executive officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such persons;
WHEREAS, the Company's By-laws (the "By-laws") require it to indemnify
its directors and executive officers to the fullest extent permitted by law and
permit it to make other indemnification arrangements and agreements;
WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of the Company's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") or By-laws or any change in
the ownership of the Company or the composition of its Board of Directors);
WHEREAS, the Company intends that this Agreement provide Indemnitee
with greater protection than that which is provided by the Company's By-laws;
and
WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in becoming or continuing as a director or executive officer of the
Company.
NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:
1. Definitions.
(a) "Corporate Status" describes the status of a person who
is serving or has served (i) as a director of the Company,
(ii) as an executive officer of the Company, (iii) in any
capacity with respect to any employee benefit plan of the
Company, or (iv) as a director, partner, trustee, officer,
employee, or agent of any other Entity at the request of the
Company. For purposes of subsection (iv) of this Section
1(a), if Indemnitee is serving or has served as a director,
partner, trustee,
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officer, employee or agent of a Subsidiary, Indemnitee shall
be deemed to be serving at the request of the Company.
(b) "Entity" shall mean any corporation, partnership, limited
liability company, joint venture, trust, foundation,
association, organization or other legal entity.
(c) "Enterprise" shall mean the Company and any other
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or
was serving at the request of the Company as a director,
officer, employee, agent or fiduciary.
(d) "Expenses" shall mean all fees, costs and expenses
incurred by Indemnitee in connection with any Proceeding (as
defined below), including, without limitation, attorneys'
fees, disbursements and retainers (including, without
limitation, any such fees, disbursements and retainers
incurred by Indemnitee pursuant to Sections 13 and 14(c) of
this Agreement), fees and disbursements of expert witnesses,
private investigators and professional advisors (including,
without limitation, accountants and investment bankers),
court costs, transcript costs, fees of experts, travel
expenses, duplicating, printing and binding costs, telephone
and fax transmission charges, postage, delivery services,
secretarial services, and other disbursements and expenses.
(e) "Indemnifiable Amounts" shall have the meaning ascribed
to that term in Section 3 below.
(f) "Liabilities" shall mean judgments, damages, liabilities,
losses, penalties, excise taxes, fines and amounts paid in
settlement.
(g) "Proceeding" shall mean any threatened, pending or
completed claim, action, suit, arbitration, alternate dispute
resolution process, investigation, administrative hearing,
appeal, or any other proceeding, whether civil, criminal,
administrative, arbitrative or investigative, whether formal
or informal, including a proceeding initiated by Indemnitee
pursuant to Section 13 of this Agreement to enforce
Indemnitee's rights hereunder.
(h) "Subsidiary" shall mean any corporation, partnership,
limited liability company, joint venture, trust or other
Entity of which the Company owns (either directly or through
or together with another Subsidiary of the Company) either (i)
a general partner, managing member or other similar interest
or (ii) (A) 50% or
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more of the voting power of the voting capital equity
interests of such corporation, partnership, limited liability
company, joint venture or other Entity, or (B) 50% or more of
the outstanding voting capital stock or other voting equity
interests of such corporation, partnership, limited liability
company, joint venture or other Entity.
2. Services of Indemnitee. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as a
director or executive officer of the Company. However, this Agreement shall not
impose any obligation on Indemnitee or the Company to continue Indemnitee's
service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any. Indemnitee may at any time
and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), upon which event the
Company shall have no obligation under this Agreement to continue Indemnitee in
such position. Notwithstanding the forgoing, this Agreement shall continue in
force after Indemnitee has ceased to serve as a director or executive officer
of the Company.
3. Indemnity in Third-Party Proceedings. The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, by reason of Indemnitee's Corporate Status, a
party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee shall be indemnified against all Expenses and Liabilities
actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein (indemnifiable
Expenses and Liabilities collectively referred herein as "Indemnifiable
Amounts"), if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had not reasonable cause to believe that his
conduct was unlawful. Indemnitee shall not enter into any settlement in
connection with a Proceeding without the consent of the Company, which shall
not be unreasonably held or delayed.
4. Indemnity in Proceedings by or in the Right of the Company. The
Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, by reason of
Indemnitee's Corporate Status, a party to or a participant in any Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to
this Section 4, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that the Delaware Court of Chancery (the
"Delaware Chancery Court") or any court in which the Proceeding was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably
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entitled to indemnification for such Expenses as the Delaware Chancery Court or
such other court shall deem proper.
5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against: (a) all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter; and (b) any claim, issue or matter related to any such successfully
resolved claim, issue or matter. For purposes of this Agreement, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, by reason of settlement, judgment, order or
otherwise, shall be deemed to be a successful result as to such claim, issue or
matter.
6. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts
for which Indemnitee seeks payment under Sections 3, 4 or 5 of this Agreement
and the basis for the claim. The Company shall pay such Indemnifiable Amounts
to Indemnitee promptly upon receipt of its request. At the request of the
Company, Indemnitee shall furnish such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee
is entitled to indemnification hereunder.
7. Indemnification For Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.
8. Effect of Certain Resolutions. Neither the settlement or
termination of any Proceeding nor the failure of the Company to award
indemnification or to determine that indemnification is payable shall create a
presumption that Indemnitee is not entitled to indemnification hereunder. In
addition, the termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not
create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitee's action was unlawful.
9. Exclusions. Notwithstanding any provision in this Agreement to the
contrary, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or on
behalf of Indemnitee under any insurance policy or
other indemnity provision, except with
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respect to any excess beyond the amount paid under
any insurance policy or other indemnity provisions;
(b) for an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of
Section 16(b) of the Securities Exchange Act of
1934, as amended, or similar provisions of state
statutory law or common law; or
(c) for which payment is prohibited by applicable law.
10. Agreement to Advance Expenses; Undertaking. The Company shall
advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding, including a Proceeding by or in the right of the Company, in
which Indemnitee is involved by reason of such Indemnitee's Corporate Status
within thirty (30) calendar days after the receipt by the Company of a written
statement from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to repay the expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement. To the extent required by Delaware law, Indemnitee hereby undertakes
to repay any and all of the amount of indemnifiable Expenses paid to Indemnitee
if it is finally determined by a court of competent jurisdiction that
Indemnitee is not entitled under this Agreement to indemnification with respect
to such Expenses. This undertaking is an unlimited general obligation of
Indemnitee.
11. Procedure for Advance Payment of Expenses. Indemnitee shall submit
to the Company a written request specifying the Expenses for which Indemnitee
seeks an advancement under Section 10 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Expenses (which
shall include invoices received by Indemnitee in connection with such Expenses
but, in the case of invoices in connection with legal services, any reference
to legal work performed or to expenditures made that would cause Indemnitee to
waive any privilege accorded by applicable law shall not be included with the
invoice). Advances under Section 10 shall be made no later than thirty (30)
calendar days after the Company's receipt of such request. If a claim for
advancement of Expenses hereunder by Indemnitee is not paid in full by the
Company within thirty (30) calendar days after receipt by the Company of
documentation of Expenses and the required undertaking, Indemnitee may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim and if successful in whole or in part, Indemnitee shall also be
entitled to be paid the expenses of prosecuting such claim. The burden of
proving that Indemnitee is not entitled to an advancement of expenses shall be
on the Company.
12. Presumptions and Effect of Certain Proceedings.
(a) In making a determination required to be made under
Delaware law with respect to entitlement to indemnification
hereunder, the person, persons or entity
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making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in
accordance with Section 6 of this Agreement, and the Company
shall have the burden of proof to overcome that presumption
in connection with the making of any determination contrary
to that presumption. Neither the failure of the Company or of
any person, persons or entity to have made a determination
prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Company or by any
person, persons or entity that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the
action or create a presumption that Indemnitee has not met
the applicable standard of conduct.
(b) The termination of any Proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe
that his conduct was unlawful.
(c) For purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if
Indemnitee's action is based on the records or books of
account of the Enterprise, including financial statements, or
on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise or the Board of Directors or
counsel selected by any committee of the Board of Directors
or on information or records given or reports made to the
Enterprise by an independent certified public accountant or
by an appraiser, investment banker or other expert selected
with reasonable care by the Company or the Board of Directors
or any committee of the Board of Directors. The provisions of
this Section 12(c) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.
(d) The knowledge and/or actions, or failure to act, of any
director, officer, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.
13. Remedies of Indemnitee.
(a) Right to Petition Court. In the event that Indemnitee
makes a request for payment of Indemnifiable Amounts under
Sections 3, 4 and 5 above or a request
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for an advancement of Expenses under Sections 10 and 11 above
and the Company fails to make such payment or advancement in
a timely manner pursuant to the terms of this Agreement,
Indemnitee may petition the Delaware Chancery Court to
enforce the Company's obligations under this Agreement.
(b) Burden of Proof. In any judicial proceeding brought under
Section 13(a) above, the Company shall have the burden of
proving that Indemnitee is not entitled to payment of
Indemnifiable Amounts hereunder.
(c) Expenses. The Company agrees to reimburse Indemnitee in
full for any Expenses incurred by Indemnitee in connection
with investigating, preparing for, litigating, defending or
settling any action brought by Indemnitee under Section 13(a)
above, or in connection with any claim or counterclaim
brought by the Company in connection therewith, if Indemnitee
is successful in whole or in part in connection with any such
action.
(d) Failure to Act Not a Defense. The failure of the Company
(including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a
determination concerning the permissibility of the payment of
Indemnifiable Amounts or the advancement of indemnifiable
Expenses under this Agreement shall not be a defense in any
action brought under Section 13(a) above, and shall not
create a presumption that such payment or advancement is not
permissible.
14. Defense of the Underlying Proceeding.
(a) Notice by Indemnitee. Indemnitee agrees to notify the
Company promptly upon being served with any summons,
citation, subpoena, complaint, indictment, information, or
other document relating to any Proceeding which may result in
the payment of Indemnifiable Amounts or the advancement of
Expenses hereunder; provided, however, that the failure to
give any such notice shall not disqualify Indemnitee from the
right, or otherwise affect in any manner any right of
Indemnitee, to receive payments of Indemnifiable Amounts or
advancements of Expenses unless the Company's ability to
defend in such Proceeding is materially and adversely
prejudiced thereby.
(b) Defense by Company. Subject to the provisions of the last
sentence of this Section 14(b) and of Section 14(c) below,
the Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to the payment of
Indemnifiable Amounts hereunder; provided, however that the
Company shall notify Indemnitee of any such decision to
defend within thirty (30) calendar days of receipt of notice
of any such Proceeding under Section 14(a) above. The Company
shall not, without the prior written consent of Indemnitee,
consent to
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the entry of any judgment against Indemnitee or enter into
any settlement or compromise which (i) includes an admission
of fault of Indemnitee or (ii) does not include, as an
unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably
satisfactory to Indemnitee. This Section 14(b) shall not
apply to a Proceeding brought by Indemnitee under Section
13(a) above or pursuant to Section 22 below.
(c) Indemnitee's Right to Counsel. Notwithstanding the
provisions of Section 14(b) above, if in a Proceeding to
which Indemnitee is a party by reason of Indemnitee's
Corporate Status, (i) Indemnitee reasonably concludes that he
or she may have separate defenses or counterclaims to assert
with respect to any issue which may not be consistent with
the position of other defendants in such Proceeding, (ii) a
conflict of interest or potential conflict of interest exists
between Indemnitee and the Company, or (iii) if the Company
fails to assume the defense of such proceeding in a timely
manner, Indemnitee shall be entitled to be represented by a
separate legal counsel of Indemnitee's choice at the expense
of the Company. In addition, if the Company fails to comply
with any of its obligations under this Agreement or in the
event that the Company or any other person takes any action
to declare this Agreement void or unenforceable, or
institutes any action, suit or proceeding to deny or to
recover from Indemnitee the benefits intended to be provided
to Indemnitee hereunder, Indemnitee shall have the right to
retain a counsel of Indemnitee's choice, at the expense of
the Company, to represent Indemnitee in connection with any
such matter.
15. Representations and Warranties of the Company. The Company hereby
represents and warrants to Indemnitee as follows:
(a) Authority. The Company has all necessary power and
authority to enter into, and be bound by the terms of, this
Agreement, and the execution, delivery and performance of the
undertakings contemplated by this Agreement have been duly
authorized by the Company.
(b) Enforceability. This Agreement, when executed and
delivered by the Company in accordance with the provisions
hereof, shall be a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization
or similar laws affecting the enforcement of creditors'
rights generally.
16. Insurance. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of insurance with a reputable insurance
company providing the Indemnitee with coverage for losses from wrongful acts.
For so long as Indemnitee shall remain a director or executive officer of the
Company and with respect to any such prior service, in all policies of
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director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's officers and
directors. Notwithstanding the foregoing, the Company shall have no obligation
to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, or if the
coverage provided by such insurance is limited by exclusions so as to provide
an insufficient benefit. The Company shall promptly notify Indemnitee of any
good faith determination not to provide such coverage.
17. Contract Rights Not Exclusive. The rights to payment of
Indemnifiable Amounts and advancement of indemnifiable Expenses provided by
this Agreement shall be in addition to, but not exclusive of, any other rights
which Indemnitee may have at any time under applicable law, the Company's
Certificate of Incorporation or By-laws, or any other agreement, vote of
stockholders or directors (or a committee of directors), or otherwise, both as
to action in Indemnitee's official capacity and as to action in any other
capacity as a result of Indemnitee's serving as a director or executive officer
of the Company.
18. Successors. This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of Indemnitee.
This Agreement shall continue for the benefit of Indemnitee and such heirs,
personal representatives, executors and administrators after Indemnitee has
ceased to have Corporate Status.
19. Subrogation. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.
20. Change in Law. To the extent that a change in Delaware law
(whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses than is provided under the terms of the By-laws and
this Agreement, Indemnitee shall be entitled to such broader indemnification
and advancements, and this Agreement shall be deemed to be amended to such
extent.
21. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal, invalid
or unenforceable, in whole or in part, such provision or clause
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shall be limited or modified in its application to the minimum extent necessary
to make such provision or clause valid, legal and enforceable, and the
remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.
22. Indemnitee as Plaintiff. Except as provided in Section 13(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless
the Board of Directors of the Company has consented to the initiation of such
Proceeding. This Section 22 shall not apply to counterclaims or affirmative
defenses asserted by Indemnitee in an action brought against Indemnitee.
23. Modifications and Waiver. Except as provided in Section 20 above
with respect to changes in Delaware law which broaden the right of Indemnitee
to be indemnified by the Company, no supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar), nor shall such waiver constitute a continuing waiver.
24. General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:
(i) If to Indemnitee, to:
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(ii) If to the Company, to:
iRobot Corporation
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
or to such other address as may have been furnished in the same manner by any
party to the others.
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25. Governing Law; Consent to Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws. Each of the
Company and the Indemnitee hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the Delaware Chancery Court and the
courts of the United States of America located in the State of Delaware (the
"Delaware Courts") for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Delaware Courts and agrees
not to plead or claim in any Delaware Court that such litigation brought
therein has been brought in an inconvenient forum. Each of the parties hereto
agrees, (a) to the extent such party is not otherwise subject to service of
process in the State of Delaware, to appoint and maintain an agent in the State
of Delaware as such party's agent for acceptance of legal process, and (b) that
service of process may also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service. Service made pursuant to (a) or (b)
above shall have the same legal force and effect as if served upon such party
personally within the State of Delaware. For purposes of implementing the
parties' agreement to appoint and maintain an agent for service of process in
the State of Delaware, each such party does hereby appoint The Corporation
Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx
00000, as such agent and each such party hereby agrees to complete all actions
necessary for such appointment.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
IROBOT CORPORATION
By:
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Name:
Title:
INDEMNITEE
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