Employment Agreement Greg White

iROBOT CORPORATION


EMPLOYMENT AGREEMENT - GREG WHITE


THIS IS AN AGREEMENT, dated as of February 18, 2004 (the "Commencement Date") by and between iRobot Corporation, a Delaware corporation (the "Company" or "iRobot"), and Greg White (the "Employee").


RECITALS:


WHEREAS, the Company desires to continue to employ the Employee and the Employee desires to be employed by the Company;


WHEREAS, the Company and the Employee desire to more formally memorialize the terms of employment detailed in an March 6, 2003 Offer Letter the ("Offer Letter");


NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, the parties agree as follows:


1. Employment


Effective immediately, the Company shall continue to employ the Employee, and the Employee shall agree to continued employment by the Company, upon the terms and conditions hereinafter set forth.


2. Duties


The Employee shall serve as Executive Vice President - General Manager of the Company. In such capacity, the Employee will report to the President and Chief Executive Officer of the Company and will perform such duties on behalf of the Company consistent with such office, including primary responsibility for the sales and marketing of all products for the Company's Consumer Division. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Board of Directors of the Company, provided they are not inconsistent with the provisions of this Agreement.


3. Term


The Employee's employment shall commence upon the Commencement Date and shall continue, unless sooner terminated as provided below, until December 31, 2005 (the "Employment Term").


4. Extent of Services


During the term of his employment, the Employee will devote full time, at a minimum of 160 hours per month, and his best efforts to the performance of his duties under this Agreement. Under no circumstances will the Employee knowingly take any action contrary to the best interests of the Company.


5. Compensation


In consideration of the services rendered by the Employee under this Agreement, the Company will pay the Employee compensation as follows:


5.1 Base Salary. A base salary ("Base Salary") of $249,990 per year for the Employment Term, payable in accordance with the Company's ordinary payroll practices, and prorated for any partial year.


5.2 Bonus. The Employee will be eligible to receive a target bonus of sixty (60%) percent, calculated on the Base Salary, each calendar year during the Employment Term in accordance with the achievement of certain revenue and profitability criteria to be mutually agreed through good faith negotiations between Company and Employee. The award and amount of any bonus are at the discretion of the CEO and President, and subject to approval by the Compensation Committee of the Board of Directors.


5.3 Stock Options. The Company agrees to grant the Employee the following stock or stock option grants: (a) options to purchase up to one-half of one percent (0.5%) of the fully diluted capitalization of the Company as of March 30, 2003, at fair market value at the time of grant, vesting at a rate of 20% per year, with an acceleration provision for up to 40% of the grant at the time of a qualified Initial Public Offering of the Company's stock; (b) options to purchase up to one percent (1.0%) of the fully diluted capitalization of the Company as of March 30, 2003, at fair market value at the time of grant, vesting on December 31, 2007, December 31, 2008, and December 31, 2009, at a rate of 33.3% per year; provided however that the vesting shall be accelerated by achieving financial and marketing objectives to be determined through good faith negotiations between Company and Employee at the time of grant; and (c) a grant of restricted stock of one and one-half of one percent (1.5%) of the fully diluted capitalization of the Company as of March 30, 2003, at a price of one dollar ($1.00) per share, with restrictions lapsing over three years at a rate of 33.33% per year on the anniversary of hire, to be granted on November 1, 2003 provided the Employee remains employed at the Company.


6. Other Benefits


6.1 Additional Compensation and Benefits. The Employee shall be entitled to three weeks of vacation in each fiscal year and health insurance consistent with the health insurance provided by the Company to other similarly-situated employees of the Company from time to time, where participation in benefit plans is subject to the terms and conditions of those plans and applicable company policy. The Employee will be entitled to such additional


Employment Agreement with Mr. White February 2004 Page 2


compensation, bonuses or benefits as the Company's Board of Directors, in its sole discretion, may decide from time to time.


6.2 Expense. The Company will, upon substantiation thereof, reimburse the Employee for all reasonable expenses required in the ordinary course of business and incurred by the Employee in connection with the Company's business affairs. The Employee must regularly submit, to the Treasurer or President of the Company, a statement of these expenses and will comply with such other accounting and reporting requirements as the Company may from time to time establish.


6.3 Severance Period. If (i) the Company terminates the employment of the Employee for reasons other than cause (as defined in Section 7.3), expiration of the Employment Term or the Employee's death or disability, or (ii) the Employee terminates his employment pursuant to Section 7.2(b), then for purposes of this Agreement, the "Severance Period" is the period of time beginning on the effective date of termination and ending at the later of the following times:


(a) 6 months thereafter


(b) The expiration of the non-compete clause of this Agreement.


6.4 Severance Pay. The Employee is entitled to continuing pay at a level equal to his annual Base Salary in effect immediately prior to the Severance Period prorated for duration of the Severance Period ("Severance Pay"). Employee shall receive Severance Pay during the Severance Period in addition to any compensation due under Section 5 for services through termination and reimbursement, pursuant to Section 6.2, of all expenses incurred on or prior to termination. There is no obligation to pay a bonus as defined in Section 5.2, above, during the severance period. All payments under this Section 6.4 are subject to federal, state and local payroll or tax withholding.


7. Termination


7.1 By the Company. The Company may terminate the Employee's employment with the Company (a) upon the expiration of the Employment Term in accordance with the terms of this Agreement, provided at least six (6) month notice of intention to terminate is provided by the Company to the Employee, (b) at any time without notice for "cause", as defined in subsections (a) or (c) of Section 7.3, (c) at any time upon thirty (30) days' notice for "cause", as defined in subsections (b), (d) or (e) of Section 7.3, (d) at any time upon 60 days' advance notice (provided Severance Pay is paid to Employee), (e) if the Employee is incapacitated or disabled by accident, sickness or otherwise so as to render the Employee mentally or physically incapable of performing the services required to be performed under this Agreement with or without reasonable accommodation for a period of ninety (90) consecutive days or longer or for any ninety (90) days in any period of one hundred eighty (180) consecutive days or (f) upon the death of the Employee.


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