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(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2005
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware (State or other jurisdiction of incorporation or organization)		77-0259 335 (I.R.S. Employer Identification No.)
63 South Avenue, Burlington, MA (Address of principal executive offices)		01803 (Zip Code)

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						Page
Part 1
Item 1.				Business			3
Item 1A.				Risk Factors			17
Item 1B.				Unresolved Staff Comments			33
Item 2.				Properties			33
Item 3.				Legal Proceedings			33
Item 4.				Submission of Matters to a Vote of Security Holders			33
Part II
Item 5.				Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			33
Item 6.				Selected Financial Data			35
Item 7.				Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 7A.				Quantitative and Qualitative Disclosures about Market Risk			52
Item 8.				Financial Statements and Supplementary Data			53
Item 9.				Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			77
Item 9A.				Controls and Procedures			77
Item 9B.				Other Information			77
Part III
Item 10.				Directors and Executive Officers of the Registrant			78
Item 11.				Executive Compensation			78
Item 12.				Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			78
Item 13.				Certain Relationships and Related Transactions			78
Item 14.				Principal Accounting Fees and Services			78
Part IV
Item 15.				Exhibits, Financial Statement Schedules			78
EX-10.4 Registrant's 2006 Incentive Compensation Plan
EX-10.6 A/R 2001 Special Stock Option Plan
EX-10.9 Sublease
EX-10.11 Form of Executive Agreement
EX-21.1 Subsidiaries of the Registrant
EX-23.1 Consent of PricewaterhouseCoopers LLP
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO and CFO

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ITEM 1.	BUSINESS

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	Consumer Products

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	•	the ability to sense a “cliff” or drop-off point and to react by reversing course automatically;
	•	a non-marring bumper to clean up to obstacles without damaging furniture or walls;
	•	a wide cleaning path to clean an entire room on a single battery charge;
	•	an edging brush to clean along surface edges;
	•	dirt-sensing, which allows the Roomba robot to detect dirtier areas in the home and respond by increasing and extending the intensity of its cleaning efforts in that concentrated space; and
	•	improved cleaning and maintenance operations, enhancing the user friendliness of the Roomba robot.

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	Government and Industrial Products

	Contract Research and Development Projects

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	Small Unmanned Ground Vehicle (SUGV). FCS is a major program intended to transform the U.S. Army to be strategically responsive and dominant at every point on the spectrum of operations, through real-time network centric communications and systems of a family of manned vehicles and unmanned platforms by the next decade. The FCS program combines advanced technologies, organizations, people and processes with concepts to create new sources of military power that are more responsive, deployable, agile, versatile, lethal, survivable and sustainable. The FCS system of systems is designed to provide increased strategic responsiveness, adaptive modular organizations, and units of action with three to seven days of self-sustainment.
	Our specific role in the FCS program is to design and develop the SUGV, which is intended to be the “soldier’s robot.” The SUGV is expected to be a light-weight, man-portable robot that will support reconnaissance, remote sensing and urban warfare. Our involvement in the FCS program has enabled us to improve various management and control systems and enhance our engineering capabilities to achieve the Software Executive Institute’s Configuration Maturity Model, or CMM, certification Level III. The program has also funded the development of earned value measurement and advanced modeling and simulation.
	NEOMover. New Explosive Ordnance Mover, or NEOMover, is a 200-pound gross weight tracked vehicle, capable of transporting a 150-pound payload, with a small footprint and extremely high mobility sponsored by the Technical Support Working Group, or TSWG. The NEOMover design incorporates a number of concepts present in other iRobot remote controlled vehicles and demonstrates many of the advantages that modular payloads and common interfaces can bring to the explosive ordnance disposal community. There are two goals of this effort. The first is to advance the maturity levels of the NEOMover hardware, firmware and software, and to enhance environmental ruggedness to a level suitable for small quantity manufacturing and evaluation of NEOMover platforms in field trials. The second is to maintain a level of architectural openness for future component integration with other TSWG common architecture components to enable continued future development.
	Wayfarer. Wayfarer is an applied research project funded by the U.S. Army Tank-automotive and Armaments Command, or TACOM, to develop fully-autonomous urban reconnaissance capabilities for our PackBot robot. On today’s battlefields, urban reconnaissance is vital to the safety and effectiveness of the soldier. Teleoperated robots can extend the soldier’s vision, but their applications are limited by communications range and available bandwidth. Wayfarer is being designed to increase the survival rates and effectiveness of urban soldiers by extending their vision beyond communications range. Wayfarer robots are being designed to perform the following fully-autonomous reconnaissance missions:

	•	Route Reconnaissance. Move ahead of the soldier along a planned route of advance and return maps and video of what lies ahead.
	•	Perimeter Reconnaissance. Traverse the entire perimeter of a building complex and return with maps and video.
	•	Street-Based Reconnaissance. Navigate down city streets using street-following behaviors along with GPS/ INS and return maps and video of the urban terrain. The modular Wayfarer navigation payload connects to the standard PackBot payload interface and includes light detection and ranging, or LIDAR, stereo vision, forward-looking infrared, or FLIR, and inertial navigation system sensor hardware.

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	Deere & Company. We have entered into a strategic business agreement with the commercial and consumer equipment division of Deere & Company to explore and potentially collaborate on multiple projects involving technology and product development and commercialization efforts. We have collaborated with Deere & Company on the development of the R-Gator unmanned ground vehicle. Deere & Company has provided funded research and development, access to its M-Gator military utility vehicle platform and certain other technology, and we have provided robot technologies, including our AWARE Robot Intelligence Systems. Technology jointly developed under the agreement will be owned by both Deere & Company and us, and technology independently developed by either Deere & Company or us will be owned by the developing party. We and Deere & Company expect to produce a limited number of R-Gator prototypes for evaluation by potential government contractors. Net proceeds from sales of the R-Gator generally will be shared equally between us and Deere & Company, subject to recoupment of each party’s respective contribution to the project.
	To facilitate management of the R-Gator project and additional collaborative activities, we and Deere & Company have established a joint management committee to develop proposals for projects, oversee and report on the progress and fulfillment of projects, and seek opportunities to further the goals of the strategic business relationship through joint demonstration of technology and products at trade shows, industry days and internal management reviews. We believe that our strategic alliance with Deere & Company will lead to technologies, and later products, that are directly applicable to serving markets such as agricultural and construction equipment, in which we believe autonomous vehicles can play a significant role. Under the agreement, we have agreed not to work with any third party on projects competitive with certain Deere & Company products if Deere & Company makes minimum annual payments to us under the agreement of at least $2.0 million, or as otherwise mutually agreed.
	The Clorox Company. We have entered into a joint development and license agreement with The Clorox Company, whereby Clorox is the exclusive provider of the cleaning solution for the Scooba floor washing robot. Our alliance with The Clorox Company allows us to integrate their cleaning technology and know-how into our floor washing robot, improves consumer perception and awareness of our brand by association and through joint marketing, and provides a necessary product component at an affordable price.

	Consumer

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	•	Amazon.com
	•	Bed Bath & Beyond
	•	Best Buy
	•	Brookstone
	•	Cosmo Corp
	•	Home Shopping Network
	•	Kohl’s
	•	Linens n’ Things
	•	M. Block & Sons
	•	Mitsui & Co
	•	Sam’s Club
	•	Sears
	•	Target
	•	The Home Depot
	•	The Sharper Image

	Government and Industrial

Research Support Agencies		Government Customers
• U.S. Defense Advanced Research Projects Agency (DARPA)		• U.S. Army
• U.S. Space and Warfare Command (SPAWAR)		• U.S. Marine Corps
• U.S. Army Tank-automotive and Armaments Command (TACOM)		• U.S. Navy
• Technical Support Working Group (TSWG)		• U.S. Air Force

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	Customer Service and Support

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	Team Organization

	Global Engineering

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	Spiral Development

	Leveraged Model

	•	developers of robotic floor care products such as AB Electrolux, Alfred Kärcher GmbH & Co., Samsung Electronics Co., Ltd., LG Electronics Inc., Infinuvo/ Metapo, Inc, Matsutek Enterprises Co Ltd. and Yujin Robotic Co. Ltd.;
	•	developers of small unmanned ground vehicles such as Foster-Miller, Inc. — a wholly owned subsidiary of QinetiQ North America, Inc., Allen-Vanguard Corporation, and Remotec — a division of Northrop Grumman Corporation; and
	•	established government contractors working on unmanned systems such as Lockheed Martin Corporation, BAE Systems, Inc. and General Dynamics Corporation.

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	•	the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
	•	the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
	•	the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
	•	the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantages;
	•	the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment; and
	•	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

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	Our future profitability is uncertain, and we have a limited operating history on which you can base your evaluation of our business.

	We operate in an emerging market, which makes it difficult to evaluate our business and future prospects.

	•	generate sufficient revenue and gross profit to maintain profitability;
	•	acquire and maintain market share in our consumer and military markets;
	•	manage growth in our operations;
	•	attract and retain customers of our consumer robots;
	•	develop and renew government contracts for our military robots;
	•	attract and retain additional roboticists and other highly-qualified personnel;
	•	adapt to new or changing policies and spending priorities of governments and government agencies; and
	•	access additional capital when required and on reasonable terms.

	Our financial results often vary significantly from quarter-to-quarter due to a number of factors, which may lead to volatility in our stock price.

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	•	seasonality in the sales of our consumer products;
	•	the size and timing of orders from military and other government agencies;
	•	the mix of products that we sell in the period;
	•	disruption of supply of our products from our manufacturers;
	•	the inability to attract and retain qualified, revenue-generating personnel;
	•	unanticipated costs incurred in the introduction of new products;
	•	costs of labor and raw materials;
	•	changes in our rate of returns for our consumer products;
	•	our ability to introduce new products and enhancements to our existing products on a timely basis;
	•	price reductions;
	•	the amount of government funding and the political, budgetary and purchasing constraints of our government agency customers; and
	•	cancellations, delays or contract amendments by government agency customers.

	A majority of our business currently depends on our consumer robots, and our sales growth and operating results would be negatively impacted if we are unable to enhance our current consumer robots or develop new consumer robots at competitive prices or in a timely manner.

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	We depend on the U.S. federal government for a significant portion of our revenue, and any reduction in the amount of business that we do with the U.S. federal government would negatively impact our operating results and financial condition.

	Our contracts with the U.S. federal government contain certain provisions that may be unfavorable to us and subject us to government audits, which could materially harm our business and results of operations.

	•	terminate contracts for convenience, in whole or in part, at any time and for any reason;
	•	reduce or modify contracts or subcontracts if its requirements or budgetary constraints change;
	•	cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
	•	exercise production priorities, which allow it to require that we accept government purchase orders or produce products under its contracts before we produce products under other contracts, which may displace or delay production of more profitable orders;
	•	claim certain rights in products provided by us; and
	•	control or prohibit the export of certain of our products.

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	Some of our contracts with the U.S. federal government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.

	Government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.

	We depend on single source manufacturers, and our reputation and results of operations would be harmed if these manufacturers fail to meet our requirements.

	•	lack of direct control over production capacity and delivery schedules;
	•	lack of direct control over quality assurance, manufacturing yields and production costs;

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	•	lack of enforceable contractual provisions over the production and costs of consumer products;
	•	risk of loss of inventory while in transit from China; and
	•	risks associated with international commerce with China, including unexpected changes in legal and regulatory requirements, changes in tariffs and trade policies, risks associated with the protection of intellectual property and political and economic instability.

	Any efforts to expand our product offerings beyond our current markets may not succeed, which could negatively impact our operating results.

	If we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

	If the consumer robot market does not experience significant growth or if our products do not achieve broad acceptance, we will not be able to achieve our anticipated level of growth.

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	•	the cost, performance and reliability of our products and products offered by our competitors;
	•	public perceptions regarding the effectiveness and value of robots;
	•	customer satisfaction with robots; and
	•	marketing efforts and publicity regarding robots.

	Our business and results of operations could be adversely affected by significant changes in the policies and spending priorities of governments and government agencies.

	•	changes in government programs that are related to our products and services;
	•	adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;
	•	changes in political or public support for security and defense programs;
	•	delays or changes in the government appropriations process;
	•	uncertainties associated with the war on terror and other geo-political matters; and
	•	delays in the payment of our invoices by government payment offices.

	We face intense competition from other providers of robots, including diversified technology providers, as well as competition from providers offering alternative products, which could negatively impact our results of operations and cause our market share to decline.

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	•	developers of robotic floor care products such as AB Electrolux, Alfred Kärcher GmbH & Co., Samsung Electronics Co., Ltd., LG Electronics Inc., Infinuvo/ Metapo, Inc., Matsutek Enterprises Co Ltd. and Yujin Robotic Co. Ltd.;
	•	developers of small unmanned ground vehicles such as Foster-Miller, Inc. — a wholly owned subsidiary of QinetiQ North America, Inc., Allen-Vanguard Corporation, and Remotec — a division of Northrop Grumman Corporation; and
	•	established government contractors working on unmanned systems such as Lockheed Martin Corporation, BAE Systems, Inc. and General Dynamics Corporation.

	Our business is significantly seasonal and, because many of our expenses are based on anticipated levels of annual revenue, our business and operating results will suffer if we do not achieve revenue consistent with our expectations.

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	If critical components of our products that we currently purchase from a small number of suppliers become unavailable, we may incur delays in shipment, which could damage our business.

	Our products are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.

	The robot industry is and will likely continue to be characterized by rapid technological change, which will require us to develop new products and product enhancements, and could render our existing products obsolete.

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	If we are unable to attract and retain additional skilled personnel, we may be unable to grow our business.

	We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.

	If we fail to maintain or increase our consumer robot sales through our primary distribution channels, which include third-party retailers, our product sales and results of operations would be negatively impacted.

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	If we fail to enhance our brand, our ability to expand our customer base will be impaired and our operating results may suffer.

	If our existing collaborations are unsuccessful or we fail to establish new collaborations, our ability to develop and commercialize additional products could be significantly harmed.

	•	our collaborators may not devote the resources necessary or may otherwise be unable to complete development and commercialization of these potential products;
	•	our existing collaborations are and future collaborations may be subject to termination on short notice;
	•	our collaborators may be pursuing alternative technologies or developing alternative products, either on their own or in collaboration with others, that may be competitive with our products, which could affect our collaborators’ commitment to the collaboration with us;
	•	reductions in marketing or sales efforts or a discontinuation of marketing or sales of our products by our collaborators could reduce our revenue;
	•	our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or harm our reputation in the business and financial communities; and

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	•	our collaborators may pursue higher priority programs or change the focus of their development programs, which would weaken our collaborators’ commitment to us.

	We depend on the experience and expertise of our senior management team and key technical employees, and the loss of any key employee may impair our ability to operate effectively.

	We are subject to extensive U.S. federal government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business.

	•	the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
	•	the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
	•	the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
	•	the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;
	•	the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment; and
	•	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

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	If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.

	Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.

	•	difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses;
	•	difficulties in supporting and transitioning customers, if any, of the target company;
	•	diversion of financial and management resources from existing operations;
	•	the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;
	•	risks of entering new markets in which we have limited or no experience;
	•	potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;
	•	Assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products; and
	•	inability to generate sufficient revenue to offset acquisition costs.

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	We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

	We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.

	•	hire additional roboticists and other personnel;
	•	develop new or enhance existing robots and robot accessories;
	•	enhance our operating infrastructure;

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	•	acquire complementary businesses or technologies; or
	•	otherwise respond to competitive pressures.

	Environmental laws and regulations and unforeseen costs could negatively impact our future earnings.

	Business disruptions resulting from international uncertainties could negatively impact our profitability.

	•	difficulties in staffing, managing and supporting operations in multiple countries;
	•	difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues;
	•	fewer legal protections for intellectual property;
	•	foreign and U.S. taxation issues and international trade barriers;
	•	difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
	•	potential fluctuations in foreign economies;
	•	Government currency control and restrictions on repatriation of earnings;
	•	Fluctuations in the value of foreign currencies and interest rates;
	•	general economic and political conditions in the markets in which we operate;
	•	domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future; and
	•	different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future.

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	If we are unable to continue to obtain U.S. federal government authorization regarding the export of our products, or if current or future export laws limit or otherwise restrict our business, we could be prohibited from shipping our products to certain countries, which would harm our ability to generate revenue.

	An active trading market for our common stock may not be available on a consistent basis, which could depress the market price of our common stock.

	A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.

Number of				% of Total
Shares				Outstanding				Date Available for Sale Into Public Market
	18,467,109				78.8%			On May 7, 2006, subject to extension in specified instances, due to expiration of lock-up agreements between the holders of these shares and the underwriters in our initial public offering. However, Morgan Stanley & Co. Incorporated and J.P Morgan Securities Inc. can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time
	95,172				0.4%			On May 7, 2006, subject to extension in specified instances, due to expiration of lock-up agreements between the holders of these shares and us. However, with the underwriters’ consent, we can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time

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	Our directors and management will exercise significant control over our company, which will limit your ability to influence corporate matters.

	Provisions in our certificate of incorporation and by-laws, our shareholder rights agreement or Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

	•	limitations on the removal of directors;
	•	a classified board of directors so that not all members of our board are elected at one time;
	•	advance notice requirements for stockholder proposals and nominations;
	•	the inability of stockholders to act by written consent or to call special meetings;
	•	the ability of our board of directors to make, alter or repeal our by-laws; and
	•	the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

ITEM 3.	LEGAL PROCEEDINGS

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

			High				Low
Fiscal 2005:
	Fourth quarter*		$	37.33			$	26.29

*	Our common stock began trading on November 9, 2005.

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ITEM 6.	SELECTED FINANCIAL DATA

				Year Ended December 31,
				2005				2004				2003				2002				2001
				(In thousands, except earnings per share amounts)
Consolidated Statement of Operations:
Revenue
	Product revenue(1)			$	124,547			$	82,147			$	45,896			$	6,955			$	1,408
	Contract revenue				17,352				12,365				7,661				7,223				12,077
	Royalty revenue				69				531				759				639				27
		Total revenue			141,968				95,043				54,316				14,817				13,512
Cost of Revenue
	Cost of product revenue				81,822				59,321				31,194				4,896				1,148
	Cost of contract revenue				12,476				8,371				6,143				11,861				8,566
		Total cost of revenue			94,298				67,692				37,337				16,757				9,714
Gross Profit (Loss)(1)					47,670				27,351				16,979				(1,940	)			3,798
Operating Expenses
	Research and development				11,506				5,504				3,848				1,736				1,846
	Selling and marketing(2)				21,765				14,106				12,757				1,911				—
	General and administrative				11,891				7,298				7,764				5,217				4,669
	Stock-based compensation				398				—				—				—				—
		Total operating expenses			45,560				26,908				24,369				8,864				6,515
Operating Income (Loss)					2,110				443				(7,390	)			(10,804	)			(2,717	)
Net Income (Loss)				$	2,610			$	219			$	(7,411	)		$	(10,774	)		$	(2,632	)
Net Income (Loss) Attributable to Common Stockholders				$	1,553			$	118			$	(7,411	)		$	(10,774	)		$	(2,632	)
Net Income (Loss) Per Common Share
		Basic		$	0.13			$	0.01			$	(0.79	)		$	(2.00	)		$	(0.50	)
		Diluted		$	0.11			$	0.01			$	(0.79	)		$	(2.00	)		$	(0.50	)
Shares Used in Per Common Share Calculations
		Basic			12,007				9,660				9,352				5,391				5,312
		Diluted			14,331				19,183				9,352				5,391				5,312

(1)	Beginning in the first quarter of 2004, we converted from recognizing revenue from U.S. consumer product sales on a “sell-through” basis (when retail stores sold our robots) to a “sell-in” basis (when our

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	robots are shipped to retail stores). As a result of this conversion, our revenue and gross profit in the first quarter of 2004 included $5.7 million and $2.5 million, respectively, from robots shipped prior to 2004.

(2)	In 2001, we did not separately break out selling and marketing expenses from general and administrative expenses.

		December 31,
		2005				2004				2003				2002				2001
		(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	76,064			$	19,441			$	4,620			$	3,014			$	7,179
Total assets			124,935				45,137				27,827				8,705				10,580
Total liabilities			37,379				31,921				25,624				12,049				3,182
Total redeemable convertible preferred stock			—				37,506				27,562				14,639				14,639
Total stockholders’ equity (deficit)			87,556				(24,290	)			(25,359	)			(17,983	)			(7,241	)

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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	Initial Public Offering

	Revenue

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	Cost of Revenue

	Gross Profit

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	Research and Development Expenses

	•	salaries and related costs for our engineers;
	•	costs for high technology components used in product and prototype development; and
	•	costs of test equipment used during product development.

	Selling, General and Administrative Expenses

	•	salaries and related costs for sales and marketing personnel;
	•	salaries and related costs for executives and administrative personnel;
	•	advertising, marketing and other brand-building costs;
	•	professional services costs;
	•	information systems and infrastructure costs;
	•	travel and related costs; and
	•	occupancy and other overhead costs.

	Stock-Based Compensation Expenses

39

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	Fiscal Periods

	Revenue Recognition

40

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	Accounting for Stock-Based Awards

41

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	Accounting for Income Taxes

	Warranty

42

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	Inventory Valuation

					Fiscal Year Ended December 31,
					2005				2004				2003
					(In thousands)
Revenue
	Product revenue(1)				$	124,547			$	82,147			$	45,896
	Contract revenue					17,352				12,365				7,661
	Royalty revenue					69				531				759
			Total revenue			141,968				95,043				54,316
Cost of Revenue
	Cost of product revenue					81,822				59,321				31,194
	Cost of contract revenue					12,476				8,371				6,143
			Total cost of revenue			94,298				67,692				37,337
		Gross profit(1)				47,670				27,351				16,979
Operating Expenses
	Research and development					11,506				5,504				3,848
	Selling and marketing					21,765				14,106				12,757
	General and administrative					11,891				7,298				7,764
	Stock-based compensation(2)					398				—				—
			Total operating expenses			45,560				26,908				24,369
Operating Income (Loss)						2,110				443				(7,390	)
Other Income (Expense), Net						676				(80	)			15
Income (Loss) Before Income Taxes						2,786				363				(7,375	)
Income Tax Expense						176				144				36
Net Income (Loss)					$	2,610			$	219			$	(7,411	)

(1)	Beginning in the first quarter of 2004, we converted from recognizing revenue from U.S. consumer product sales on a “sell-through” basis (when retail stores sold our robots) to a “sell-in” basis (when our robots are shipped to retail stores). As a result of this conversion, our revenue and gross profit in the first quarter of 2004 included $5.7 million and $2.5 million, respectively, from robots shipped prior to 2004.
(2)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows. In 2004 and 2003 we did not have any stock-based compensation.

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			Year Ended
			December 31, 2005
			(In thousands)
Cost of product revenue			$	58
Cost of contract revenue				33
Research and development				95
Selling and marketing				32
General and administrative				180
	Total stock-based compensation		$	398

						Fiscal Year Ended
						December 31,
						2005				2004				2003
Revenue
	Product revenue						87.8	%			86.4	%			84.5	%
	Contract revenue						12.2				13.0				14.1
	Royalty revenue						0.0				0.6				1.4
			Total revenue				100.0				100.0				100.0
Cost of Revenue
	Cost of product revenue						57.6				62.4				57.4
	Cost of contract revenue						8.8				8.8				11.3
			Total cost of revenue				66.4				71.2				68.7
		Gross profit					33.6				28.8				31.3
Operating Expenses
	Research and development						8.1				5.8				7.1
	Selling and marketing						15.3				14.8				23.5
	General and administrative						8.4				7.7				14.3
	Stock-based compensation						0.3				—				—
				Total operating expenses			32.1				28.3				44.9
Operating Income (Loss)							1.5				0.5				(13.6	)
Other Income (Expense), Net							0.4				(0.1	)			—
Income (Loss) Before Income Taxes							1.9				0.4				(13.6	)
Income Tax Expense							0.1				0.2				—
Net Income (Loss)							1.8	%			0.2	%			(13.6	)%

	Comparison of Years Ended December 31, 2005 and 2004

	Revenue

44

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	Cost of Revenue

	Gross Profit

	Research and Development

45

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	Selling and Marketing

	General and Administrative

	Other Income (Expense), Net

	Income Tax Provision

	Comparison of Years Ended December 31, 2004 and 2003

	Revenue

46

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	Cost of Revenue

	Gross Profit

	Research and Development

	Selling and Marketing

	General and Administrative

47

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	Other Income (Expense), Net

	Income Tax Provision

	Discussion of Cash Flows

48

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	Working Capital Facility

49

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	•	incur or guaranty additional indebtedness;
	•	create liens;
	•	enter into transactions with affiliates;
	•	make loans or investments;
	•	sell assets;
	•	pay dividends or make distributions on, or repurchase, our stock; or
	•	consolidate or merge with other entities.

	Working Capital and Capital Expenditure Needs

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		Payments Due by Period
		Less Than				1 to 3				3 to 5				More Than
		1 Year				Years				Years				5 Years				Total
		(In thousands)
Operating leases		$	1,785			$	3,081			$	192			$	—			$	5,058
Minimum contractual payments			—				1,750				1,750				875				4,375
Total		$	1,785			$	4,831			$	1,942			$	875			$	9,433

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		Page
Report of Independent Registered Public Accounting Firm			54
Consolidated Balance Sheets at December 31, 2005 and 2004			55
Consolidated Statements of Operations for the Years ended December 31, 2005, 2004 and 2003			56
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2005, 2004 and 2003			57
Consolidated Statements of Cash Flows for the Years ended December 31, 2005, 2004 and 2003			58
Notes to Consolidated Financial Statements			59

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	/s/ PricewaterhouseCoopers LLP

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				December 31,
				2005				2004
				(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	76,064			$	19,441
	Accounts receivable, net of allowance of $117 and $50 at December 31, 2005 and 2004, respectively				23,045				13,259
	Unbilled revenue				1,424				774
	Inventory, net				15,903				7,668
	Other current assets				1,533				400
		Total current assets			117,969				41,542
Property and equipment, net					6,966				3,513
Other assets					—				82
		Total assets		$	124,935			$	45,137
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable			$	23,721			$	19,581
	Accrued expenses				3,484				2,643
	Accrued compensation				4,002				3,151
	Provision for contract settlements				5,154				5,191
	Deferred revenue				1,018				1,288
		Total current liabilities			37,379				31,854
Long-term liabilities					—				67
Commitments and contingencies (Note 13):
Redeemable convertible preferred stock (Note 8)					—				37,506
Common stock, $0.01 par value, 100,000 and 35,000 shares authorized and 23,406 and 10,129 issued and outstanding at December 31, 2005 and 2004, respectively					234				101
Additional paid-in capital					114,808				2,925
Note receivable from stockholder					—				(43	)
Deferred compensation					(3,210	)			(387	)
Accumulated deficit					(24,276	)			(26,886	)
		Total stockholders’ equity (deficit)			87,556				(24,290	)
		Total liabilities, redeemable convertible preferred stock and stockholders’ equity		$	124,935			$	45,137

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				Fiscal Year Ended December 31,
				2005				2004				2003
				(In thousands, except per share amounts)
Revenue:
Product revenue				$	124,547			$	82,147			$	45,896
Contract revenue					17,352				12,365				7,661
Royalty revenue					69				531				759
	Total revenue				141,968				95,043				54,316
Cost of revenue:
Cost of product revenue					81,822				59,321				31,194
Cost of contract revenue					12,476				8,371				6,143
	Total cost of revenue				94,298				67,692				37,337
Gross profit					47,670				27,351				16,979
Operating expenses:
Research and development					11,506				5,504				3,848
Selling and marketing					21,765				14,106				12,757
General and administrative					11,891				7,298				7,764
Stock-based compensation(1)					398				—				—
	Total operating expenses				45,560				26,908				24,369
Operating income (loss)					2,110				443				(7,390	)
Other income (expense), net					676				(80	)			15
Income (loss) before income taxes					2,786				363				(7,375	)
Income tax expense					176				144				36
Net income (loss)				$	2,610			$	219			$	(7,411	)
Net income (loss) attributable to common stockholders				$	1,553			$	118			$	(7,411	)
Net income (loss) per share
		Basic		$	0.13			$	0.01			$	(0.79	)
		Diluted		$	0.11			$	0.01			$	(0.79	)
Number of shares used in per share calculations
		Basic			12,007				9,660				9,352
		Diluted			14,331				19,183				9,352

(1)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows:

			Year Ended
			December 31, 2005
			(In thousands)
Cost of product revenue			$	58
Cost of contract revenue				33
Research and development				95
Selling and marketing				32
General and administrative				180
	Total stock-based compensation		$	398

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														Note
		Common Stock								Additional				Receivable
										Paid-In				from				Deferred				Accumulated
		Shares				Value				Capital				Stockholder				Compensation				Deficit				Total
		(In thousands, except share amounts)
Balance at December 31, 2002			9,291,760			$	93			$	1,662			$	(43	)		$	—			$	(19,694	)		$	(17,982	)
Issuance of common stock warrants related to debt financing											22																22
Issuance of common stock for exercise of stock options			68,990								12																12
Net loss																							(7,411	)			(7,411	)
Balance at December 31, 2003			9,360,750				93				1,696				(43	)			—				(27,105	)			(25,359	)
Issuance of restricted stock			397,584				4				967								(670	)							301
Amortization of deferred compensation relating to restricted stock																			283								283
Issuance of common stock for exercise of stock options			371,123				4				262																266
Net income																							219				219
Balance at December 31, 2004			10,129,457				101				2,925				(43	)			(387	)			(26,886	)			(24,290	)
Amortization of deferred compensation relating to restricted stock																			200								200
Issuance of common stock for exercise of stock options			442,204				4				633																637
Repayment of note receivable from stockholder															43												43
Conversion of preferred to common stock			9,557,246				96				37,411																37,507
Proceeds of initial public offering, net of costs			3,260,870				33				70,374																70,407
Conversion of warrants to common stock			16,155																								—
Deferred compensation relating to issuance of stock options											3,421								(3,421	)							—
Tax benefit of disqualifying dispositions											44																44
Amortization of deferred compensation relating to stock options																			398								398
Net income																							2,610				2,610
Balance at December 31, 2005			23,405,932			$	234			$	114,808			$	—			$	(3,210	)		$	(24,276	)		$	87,556

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				Fiscal Year Ended December 31,
				2005				2004				2003
				(In thousands)
Cash flows from operating activities:
Net income (loss)				$	2,610			$	219			$	(7,411	)
Adjustments to reconcile net income (loss) to net cash provided by (used in)operating activities Depreciation and amortization					2,078				1,314				735
	Loss on disposal of fixed assets				—				1				29
	Interest expense relating to issuance of warrants				—				—				22
	Amortization of deferred compensation				598				283				—
	Tax benefit of disqualifying dispositions				44				—				—
	Changes in working capital — (use) source
		Accounts receivable			(9,786	)			(5,122	)			(7,481	)
		Unbilled revenue			(650	)			369				(527	)
		Inventory			(8,235	)			3,751				(8,795	)
		Other assets			(1,051	)			420				(146	)
		Accounts payable			4,140				12,800				1,908
		Accrued expenses			842				(159	)			2,583
		Accrued compensation			851				1,118				295
		Provision for contract settlement			(37	)			(143	)			1,378
		Deferred revenue			(270	)			(5,913	)			5,953
		Change in long-term liabilities			(67	)			(67	)			133
Net cash provided by (used in) operating activities					(8,933	)			8,871				(11,324	)
Cash flows from investing activities:
Purchase of property and equipment					(5,531	)			(3,222	)			(1,330	)
Cash flows from financing activities:
Principal payments on capital lease obligations					—				—				(14	)
Borrowings under revolving line of credit, net					—				(1,339	)			1,339
Repayment of note receivable from stockholder					43				—				—
Proceeds from stock option exercises					637				266				12
Proceeds from initial public offering, net offering costs					70,407				—				—
Proceeds from issuance of restricted stock					—				301				—
Net proceeds from sale of preferred stock					—				9,944				12,923
Net cash provided by financing activities					71,087				9,172				14,260
Net increase in cash and cash equivalents					56,623				14,821				1,606
Cash and cash equivalents, at beginning of period					19,441				4,620				3,014
Cash and cash equivalents, at end of period				$	76,064			$	19,441			$	4,620
Supplemental disclosure of cash flow information
Cash paid for interest				$	13			$	142			$	29
Cash paid for income taxes					11				124				14

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1.	Nature of the Business

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Use of Estimates

	Reclassification

	Fiscal Year-End

	Cash and Cash Equivalents

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	Revenue Recognition

	Allowance for Doubtful Accounts

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		Fiscal Year Ended December 31,
		2005				2004				2003
		(In thousands)
Balance at beginning of period		$	50			$	248			$	30
Provision			83				(65	)			237
Deduction(*)			(16	)			(133	)			(19	)
Balance at end of period		$	117			$	50			$	248

(*)	Deductions related to allowance for doubtful accounts represent amounts written off against the allowance, less recoveries.

	Inventory

		Fiscal Year Ended December 31,
		2005				2004				2003
		(In thousands)
Balance at beginning of period		$	1,903			$	2,369			$	336
Provision			251				—				2,215
Deduction(*)			(1,669	)			(466	)			(182	)
Balance at end of period		$	485			$	1,903			$	2,369

(*)	Deductions related to inventory reserve accounts represent amounts written off against the reserve.

	Property and Equipment

		Estimated
		Useful Life
Computer and research equipment		3 years
Furniture		5
Machinery		2-5
Tooling		2
Business applications software		5
Capital leases and leasehold improvements		Term of lease

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	Impairment of Long-Lived Assets

	Research and Development

	Internal Use Software

	Concentration of Credit Risk and Significant Customers

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	Stock-Based Compensation

			Fiscal Year Ended December 31,
			2005				2004				2003
			(In thousands except per share data)
Net income (loss)
As reported			$	2,610			$	219			$	(7,411	)
Add back: Stock-based employee compensation expense reported in net income (loss)				598				283				—
Less: Stock-based employee compensation expense determined under fair-value method for all awards				(808	)			(394	)			(53	)
Pro forma income (loss)			$	2,400			$	108			$	(7,464	)
Pro forma income (loss) attributable to common stockholders			$	1,428			$	58			$	(7,464	)
Net income (loss) per share, as reported
	Basic		$	0.13			$	0.01			$	(0.79	)
	Diluted		$	0.11			$	0.01			$	(0.79	)
Pro forma net income (loss) per share
	Basic		$	0.12			$	0.01			$	(0.80	)
	Diluted		$	0.10			$	0.00			$	(0.80	)
Number of shares used in per share calculations
	Basic			12,007				9,660				9,352
	Diluted			14,331				19,183				9,352

		2005				2004				2003
Risk-free interest rate			4.1	%			3.4	%			3.0	%
Expected dividend yield			—				—				—
Expected life			5 years				5 years				5 years
Expected volatility			65	%			—				—

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	Earnings Per Share

		Year Ended December 31,
		2005				2004				2003
		(In thousands except per share
		amounts)
Net Income (loss) attributable to common shareholders		$	1,553			$	118			$	(7,411	)
Weighted average shares outstanding			12,007				9,660				9,352
Dilutive effect of employee stock options, restricted shares and warrants			2,324				1,181				—
Dilutive effect of assumed conversion of preferred stock			—				8,342				—
Diluted weighted average shares outstanding			14,331				19,183				9,352
Basic earnings (loss) per share		$	0.13			$	0.01			$	(0.79	)
Diluted earnings (loss) per share		$	0.11			$	0.01			$	(0.79	)

	Advertising Expense

	Income Taxes

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	Lease Termination Costs

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

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3.	Inventory

		December 31,
		2005				2004
		(In thousands)
Raw materials		$	990			$	427
Work in process			15				—
Finished goods			14,898				7,241
		$	15,903			$	7,668

4.	Property and Equipment

		December 31,
		2005				2004
		(In thousands)
Computer and equipment		$	5,333			$	2,827
Furniture			442				161
Machinery			892				454
Tooling			3,485				2,090
Leasehold improvements			777				272
Software purchased for internal use			1,326				920
Leased equipment			145				145
			12,400				6,869
Less: accumulated depreciation and amortization			5,434				3,356
		$	6,966			$	3,513

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5.	Accrued Expenses

		December 31,
		2005				2004
		(In thousands)
Accrued warranty		$	2,031			$	1,398
Accrued lease termination costs			—				38
Accrued rent			323				339
Accrued sales commissions			468				555
Accrued accounting fees			255				161
Accrued income taxes			174				56
Accrued other			233				96
		$	3,484			$	2,643

6.	Revolving Line of Credit

7.	Common Stock

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8.	Redeemable Convertible Preferred Stock

		December 31,
		2005				2004
		(In thousands)
Series F; 1,412 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $10,000)		$	—			$	9,945
Series E; 2,799 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $13,045)			—				12,922
Series D; 1,871 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $7,000)			—				6,766
Series C; 1,470 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $5,500)			—				5,478
Series B; 668 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $1,000)			—				967
Series A; 1,336 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $1,550)			—				1,428
		$	—			$	37,506

9.	Note Receivable from Stockholder

10.	Stock Option Plan

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		Number of				Weighted Average
		Shares				Exercise Price
Outstanding at December 31, 2003			1,983,458			$	1.019
Granted			1,544,959				2.170
Exercised			(768,707	)			0.737
Canceled			(154,710	)			1.790
Outstanding at December 31, 2004			2,605,000				1.770
Granted			1,172,475				10.811
Exercised			(442,204	)			1.430
Canceled			(63,787	)			4.540
Outstanding at December 31, 2005			3,271,484				1.278
Weighted average fair value of options granted during 2005						$	4.402
Options available for future grant at December 31, 2005			1,303,682

						Options Outstanding								Options Exercisable
						Weighted Average
		Number				Remaining				Weighted Average				Number				Weighted Average
Exercise Price		Outstanding				Contractual Life				Exercise Price				Exercisable				Exercise Price
$0.0002			377,710				1.51	years		$	0.0002				377,710			$	0.0002
0.24			78,294				3.21				0.24				78,294				0.24
0.55			166,524				6.97				0.55				43,667				0.55
1.87			154,705				5.00				1.87				138,400				1.87
2.33			730,934				7.96				2.33				243,429				2.33
2.78			579,637				8.57				2.78				109,664				2.78
4.60			150,900				9.05				4.60				4,915				4.60
4.96			449,705				9.16				4.96				4,500				4.96
5.66			137,375				9.54				5.66				—				—
14.54			111,500				9.64				14.54				—				—
16.32			42,000				9.74				16.32				1,000				16.32
17.77			85,000				10.98				17.77				1,000				17.77
21.60			23,200				9.84				21.60				—				—
24.00			160,000				9.85				24.00				—				—
29.74			6,000				9.90				29.74				1,000				29.74
33.94			18,000				10.00				33.94				—				—
$0.0002-$33.94			3,271,484				7.58			$	5.002				1,003,579			$	1.278

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11.	Warrants

12.	Income Taxes

			2005				2004				2003
			(In thousands)
Current
	Federal		$	129			$	90			$	33
	State			47				54				3
			$	176			$	144			$	36

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				2005				2004
				(In thousands)
Deferred tax asset
	Net operating loss carryforwards			$	4,264			$	5,184
	Tax credits				1,336				1,020
	Reserves and accruals				6,095				5,228
		Total deferred tax asset			11,695				11,432
Valuation allowance					(11,695	)			(11,432	)
		Net deferred tax asset		$	—			$	—

		2005				2004				2003
		(In thousands)
Expected federal income tax		$	947			$	124			$	(2,522	)
Permanent items			26				45				22
State taxes			133				(302	)			(412	)
Credits			(166	)			(166	)			(165	)
Other			36				57				—
Increase (decrease) in valuation allowance			(800	)			386				3,113
		$	176			$	144			$	36

13.	Commitments and Contingencies

	Legal

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	Lease Obligations

			Operating
			Leases
2006			$	1,785
2007				1,663
2008				1,418
2009				118
2010				74
Thereafter				—
	Total minimum lease payments		$	5,058

	Guarantees and Indemnification Obligations

	Warranty

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		Fiscal Year Ended December 31,
		2005				2004				2003
		(In thousands)
Balance at beginning of period		$	1,398			$	1,522			$	8
Provision			4,133				1,278				1,514
Warranty usage(*)			(3,500	)			(1,402	)			—
Balance at end of period		$	2,031			$	1,398			$	1,522

	Restricted Cash

14.	Employee Benefits

15.	Industry Segment, Geographic Information and Significant Customers

	Consumer

	Government and Industrial

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				Fiscal Year Ended December 31,
				2005				2004				2003
				(In thousands)
Revenue:
Consumer				$	93,955			$	71,333			$	43,073
Government & Industrial					47,945				23,231				11,243
Other					68				479				—
	Total revenue				141,968				95,043				54,316
Cost of revenue:
	Consumer				58,010				48,282				27,387
	Government & Industrial				36,203				19,308				9,950
	Other				85				102				—
		Total cost of revenue			94,298				67,692				37,337
Gross profit (loss):
	Consumer				35,945				23,051				15,686
	Government & Industrial				11,742				3,923				1,293
	Other				(17	)			377				—
		Total gross profit			47,670				27,351				16,979
Research and development
	Other				11,506				5,504				3,848
Selling and marketing
	Other				21,765				14,106				12,757
General and administrative
	Other				11,891				7,298				7,764
Stock-based compensation
	Other				398				—				—
Other (expense) income, net
	Other				676				(80	)			15
Income (loss) before income taxes
	Other			$	2,786			$	363			$	(7,375	)

	Geographic Information

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	Significant Customers

16.	Quarterly Information (Unaudited)

		Fiscal Quarter Ended
		March 31,				June 30,				September 30,				December 31,				March 31,				July 2,				October 1,				December 31,
		2004				2004				2004				2004				2005				2005				2005				2005
		(In thousands, except per share amounts)
Revenue		$	18,499			$	10,111			$	28,948			$	37,485			$	17,132			$	25,886			$	52,458			$	46,492
Gross profit			6,729				2,064				8,287				10,271				4,174				6,324				20,734				16,438
Net income (loss)			481				(3,481	)			2,811				408				(4,101	)			(3,056	)			9,752				15
Diluted earnings (loss) per share		$	0.02			$	(0.36	)		$	0.14			$	0.02			$	(0.42	)		$	(0.30	)		$	0.40			$	0.00

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

ITEM 9B.	OTHER INFORMATION

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ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1.	Financial Statements

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2.	Financial Statement Schedules

3.	Exhibits — See item 15(b) of this report below

(b)	Exhibits

Exhibit
Number				Description
	3	.1(1)		Form of Second Amended and Restated Certificate of Incorporation of the Registrant dated November 15, 2005
	3	.2(1)		Amended and Restated By-laws of the Registrant
	4	.1(1)		Specimen Stock Certificate for shares of the Registrant’s Common Stock
	4	.2(1)		Shareholder Rights Agreement between the Registrant and Computershare Trust Company, Inc., as the Rights Agent dated November 15, 2005
	10	.1(1)		Fifth Amended and Restated Registration Rights Agreement by and among the Registrant, the Investors and the Stockholders named therein, dated as of November 10, 2004
	10	.2†(1)		Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
	10	.3†(1)		Registrant’s 2005 Incentive Compensation Plan
	10	.4†*		Registrant’s 2006 Incentive Compensation Plan
	10	.5†(1)		Amended and Restated 1994 Stock Plan and forms of agreements thereunder
	10	.6†*		Amended and Restated 2001 Special Stock Option Plan and forms of agreements thereunder
	10	.7†(1)		Amended and Restated 2004 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.8(1)		Lease Agreement between the Registrant and Burlington Crossing Office LLC for premises located at 63 South Avenue, Burlington, Massachusetts, dated as of October 29, 2002, as amended
	10	.9*		Sublease between the Registrant and Lahey Clinic Hospital, Inc. for premises located at 63 South Avenue, Burlington, Massachusetts, dated as of September 20, 2005
	10	.10(1)		Loan and Security Agreement between the Registrant and Fleet National Bank, dated as of May 26, 2005
	10	.11†*		Form of Executive Agreement between the Registrant and certain executive officers of the Registrant, dated as of March 16, 2006
	10	.12†(1)		Employment Agreement between the Registrant and Helen Greiner, dated as of January 1, 1997
	10	.13†(1)		Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
	10	.14†(1)		Employment Agreement between the Registrant and Joseph W. Dyer, dated as of February 18, 2004
	10	.15†(1)		Independent Contractor Agreement between the Registrant and Rodney Brooks, dated as of December 30, 2002
	10	.16(1)		Government Contract DAAE07-03-9-F001 (Small Unmanned Ground Vehicle)

79

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Exhibit
Number				Description
	10	.17(1)		Government Contract N00174-03-D-0003 (Man Transportable Robotic System)
	10	.18†(1)		2005 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.19#(1)		Manufacturing and Services Agreement between the Registrant and Gem City Engineering Corporation, dated as of July 27, 2004
	10	.20†(1)		Non-Employee Directors’ Deferred Compensation Program
	21	.1*		Subsidiaries of the Registrant
	23	.1*		Consent of PricewaterhouseCoopers LLP
	24	.1		Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
	31	.1*		Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
	31	.2*		Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
	32	.1*		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	†	Indicates a management contract or any compensatory plan, contract or arrangement.

	#	Confidential treatment requested for portions of this document.

(1)	Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-126907)

	*	Filed herewith

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	iROBOT CORPORATION

	By:	/s/ Colin M. Angle

	Colin M. Angle
	Chief Executive Officer and Director

Signature				Title(s)
/s/ Helen Greiner Helen Greiner				Chairman of the Board
/s/ Colin M. Angle Colin M. Angle				Chief Executive Officer and Director (Principal Executive Officer)
/s/ Geoffrey P. Clear Geoffrey P. Clear				Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Gerald C. Kent, Jr. Gerald C. Kent, Jr.				Vice President and Controller (Principal Accounting Officer)
/s/ Ronald Chwang Ronald Chwang				Director
/s/ Jacques S. Gansler Jacques S. Gansler				Director
/s/ Rodney A. Brooks Rodney A. Brooks				Director

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Signature				Title(s)
/s/ Andrea Geisser Andrea Geisser				Director
/s/ George C. McNamee George C. McNamee				Director
/s/ Peter Meekin Peter Meekin				Director

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Exhibit
Number				Description
	3	.1(1)		Form of Second Amended and Restated Certificate of Incorporation of the Registrant dated November 15, 2005
	3	.2(1)		Amended and Restated By-laws of the Registrant
	4	.1(1)		Specimen Stock Certificate for shares of the Registrant’s Common Stock
	4	.2(1)		Shareholder Rights Agreement between the Registrant and Computershare Trust Company, Inc., as the Rights Agent dated November 15, 2005
	10	.1(1)		Fifth Amended and Restated Registration Rights Agreement by and among the Registrant, the Investors and the Stockholders named therein, dated as of November 10, 2004
	10	.2†(1)		Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
	10	.3†(1)		Registrant’s 2005 Incentive Compensation Plan
	10	.4†*		Registrant’s 2006 Incentive Compensation Plan
	10	.5†(1)		Amended and Restated 1994 Stock Plan and forms of agreements thereunder
	10	.6†*		Amended and Restated 2001 Special Stock Option Plan and forms of agreements thereunder
	10	.7†(1)		Amended and Restated 2004 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.8(1)		Lease Agreement between the Registrant and Burlington Crossing Office LLC for premises located at 63 South Avenue, Burlington, Massachusetts, dated as of October 29, 2002, as amended
	10	.9*		Sublease between the Registrant and Lahey Clinic Hospital, Inc. for premises located at 63 South Avenue, Burlington, Massachusetts, dated as of September 20, 2005
	10	.10(1)		Loan and Security Agreement between the Registrant and Fleet National Bank, dated as of May 26, 2005
	10	.11†*		Form of Executive Agreement between the Registrant and certain executive officers of the Registrant, dated as of March 16, 2006
	10	.12†(1)		Employment Agreement between the Registrant and Helen Greiner, dated as of January 1, 1997
	10	.13†(1)		Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
	10	.14†(1)		Employment Agreement between the Registrant and Joseph W. Dyer, dated as of February 18, 2004
	10	.15†(1)		Independent Contractor Agreement between the Registrant and Rodney Brooks, dated as of December 30, 2002
	10	.16(1)		Government Contract DAAE07-03-9-F001 (Small Unmanned Ground Vehicle)
	10	.17(1)		Government Contract N00174-03-D-0003 (Man Transportable Robotic System)
	10	.18†(1)		2005 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.19#(1)		Manufacturing and Services Agreement between the Registrant and Gem City Engineering Corporation, dated as of July 27, 2004
	10	.20†(1)		Non-Employee Directors’ Deferred Compensation Program
	21	.1*		Subsidiaries of the Registrant
	23	.1*		Consent of PricewaterhouseCoopers LLP
	24	.1		Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
	31	.1*		Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
	31	.2*		Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
	32	.1*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	†	Indicates a management contract or any compensatory plan, contract or arrangement.

	#	Confidential treatment requested for portions of this document.

(1)	Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-126907)

	*	Filed herewith

                                                                    Exhibit 10.4

                     2006 IROBOT INCENTIVE COMPENSATION PLAN

METRICS AND HOW THE PLAN WORKS

The 2006 iRobot Incentive Compensation Plan (the "Plan" or "ICP") is funded when
iRobot meets key metrics that demonstrate we have achieved our objectives. The
summary below describes the metrics, the weightings for each metric and the
funding formula.

The Company-wide metrics apply to incentives for all employees. The Home Robots
and G&I metrics are used to determine employee incentives in those divisions,
and Corporate metrics are used to determine employee incentives in the Corporate
group.


                                  COMPANY-WIDE
                                       40%




                                       Funding Threshold &
     Weighting        Metric          Funding Formula below    100% Funding
                                            Objective          At Objective        Funding Formula above Objective

                                                                          
[REDACTED]%          Revenue         $[REDACTED] is the        $[REDACTED]         For every [REDACTED]% pt increase in
                                     funding threshold.                            revenue over threshold there is a
                                     Funding increases                             [REDACTED]% pt increase in funding
                                     ratably between                               until $[REDACTED] is attained
                                     $[REDACTED] and                               (funding is [REDACTED]%).  At
                                     $[REDACTED]                                   $[REDACTED] for every [REDACTED]% pt
                                                                                   increase in revenue, there is a
                                                                                   [REDACTED]% pt increase in funding.

[REDACTED]%          Sarbanes-       Discretionary based on    404 Certification   N/A
                     Oxley - 404     Board
                     Certification



                              HOME ROBOTS DIVISION
                                       60%




Weighting             Metric         Funding Threshold & Funding         100% Funding       Funding Formula above
                                       Formula below Objective           At Objective             Objective

                                                                                
[REDACTED]%           Gross profit    At [REDACTED]% gross profit,       [REDACTED]%        Funding will increase
                      % (1)           [REDACTED]% of the Funding                            ratably above [REDACTED]% up
                                      for this metric will be                               to [REDACTED]% or
                                      paid.  Funding increases ratably                      [REDACTED]% funding.
                                      between [REDACTED]% and
                                      [REDACTED]%

[REDACTED]%           Contribution    At $[REDACTED] contribution,       $[REDACTED]        Funding will increase
                      $ (2)           [REDACTED]% of the Funding                            ratably above $[REDACTED] to
                                      for this metric will be                               $[REDACTED] or [REDACTED]%
                                      paid. Funding increases ratably                       payout.
                                      between $[REDACTED] and
                                      $[REDACTED].

[REDACTED]%           Product         In 2006, [REDACTED]                                   NA
                      Quality

[REDACTED]%           Product         In 2006, [REDACTED]                                   NA
                      Development

[REDACTED]%           Invention       In 2006, [REDACTED]                                   NA



2006 Incentive Compensation Plan
Page 1 of 3


                                  G&I DIVISION
                                       60%


Weighting           Metric            Funding Threshold &      100% Funding       Funding Formula above Objective
                                     Funding Formula below     At Objective
                                         Objective

                                                                       
[REDACTED]%         Total gross      At [REDACTED]% gross      [REDACTED]%         Funding will increase ratably above
                    profit (1)       profit, [REDACTED]% of                        [REDACTED]% up to [REDACTED]% or
                                     the Funding for this                          [REDACTED]% payout.
                                     metric will be paid.
                                     Funding increases
                                     ratably between
                                     [REDACTED]% and
                                     [REDACTED]%.

[REDACTED]%         Contribution     At $[REDACTED],           $[REDACTED]         Funding will increase ratably above
                    (2)              [REDACTED]% of the                            $[REDACTED] to $[REDACTED] or
                                     funding for this metric                       [REDACTED]% payout.
                                     will be paid.  Funding
                                     increases ratably
                                     between $[REDACTED] and
                                     $[REDACTED].

[REDACTED]%         Product Quality  In 2006, [REDACTED]                           NA

[REDACTED]%         Product          In 2006, [REDACTED]                           NA
                    Development

[REDACTED]%         Invention        In 2006, [REDACTED]                           NA


                                 CORPORATE GROUP
                                       60%



Weighting           Metric              Funding Threshold &     100% Funding        Funding Formula above Objective
                                      Funding Formula below     At Objective
                                             Objective

                                                                        
[REDACTED]%         Gross profit %    Divisional funding is     Divisional          Divisional funding is based on
                    (1)               based on the average      funding is based    the average funding of the Home
                                      funding of the Home       on the average      Robots and G&I divisions.
                                      Robots and G&I            funding of the
                                      divisions.                Home Robots and
                                                                G&I divisions.

[REDACTED]%         Operating         At                        $[REDACTED]         Funding will increase ratably
                    Margin $ (3)      $[REDACTED]contribution,                      above $[REDACTED] to $[REDACTED]
                                      [REDACTED]% of the                            or [REDACTED]% payout.
                                      funding for this metric
                                      will be paid. Funding
                                      increases ratably
                                      between $[REDACTED] and
                                      $[REDACTED].

[REDACTED]%         Expense Control   At $[REDACTED],           $[REDACTED]         NA
                                      [REDACTED]% of the
                                      funding for this metric
                                      will paid; between
                                      $[REDACTED] and
                                      $[REDACTED] funding
                                      will increase ratably


2006 Incentive Compensation Plan
Page 2 of 3

(1) Gross profit % is defined as total revenue less total cost of revenues
including product cost, contract cost and overhead as a percent of revenue.
(2) Contribution is defined as division gross profit dollars less total division
operating expenses.
(3) Operating margin dollars is defined as gross profit less operating expenses,
before interest income, stock based compensation expense and income taxes.


PLAN ADMINISTRATION

Eligibility - Regular, full-time iRobot employees hired before September 30,
2006, are eligible to participate in the 2006 Incentive Compensation Plan.

Regular Pay - Awards are calculated using regular pay (base salary for exempt
employees or hourly rate x forty hours for nonexempt employees) earned during
the year.

Hires in 2006 - Employees hired during 2006 fiscal year (on or before September
30, 2006) will receive awards calculated using their regular pay earned during
the year. Employees hired on or after October 1, 2006, are not eligible for a
2006 award.

Leaves of Absence - Employees who have taken a leave of absence during the year
will receive awards calculated using their regular pay earned during the year.

Transfers between Divisions - All employees have been assigned to a division and
the divisional portion of the award is calculated based on that assignment. If
an employee transfers between divisions during the year, their bonus will be
handled on a case-by-case basis.

Award Payout - Awards are paid in March 2007, and you must be an active iRobot
employee in good standing on the date of the incentive payout to receive an
award.

The Incentive Compensation Plan and its funding are subject to approval by the
Board of Directors. All decisions regarding administration of the Plan, with the
exception of those applying to Top Management, are at the sole discretion of the
Company's Top Management.

iRobot reserves the right in its absolute discretion to abolish the Plan at any
time or to alter the terms and conditions under which incentive compensation
will be paid. Such discretion may be exercised any time during 2006 or in 2007
prior to payment of incentive compensation. No participant shall have any vested
right to receive any compensation hereunder until actual delivery of such
compensation.

SPECIAL PROVISION APPLYING TO TOP MANAGEMENT

ICP bonuses to the Top Management employees (CEO, Chairman, CFO, EVP Home
Robots, EVP G&I Robots, General Counsel, and VP HR) and the CTO are contingent
on the Company achieving a FY06 EPS of $[REDACTED]; to the extent that ICP
bonuses to the top management employees and the CTO would reduce the Company's
FY06 EPS below $[REDACTED], those ICP bonuses shall be reduced accordingly.

2006 Incentive Compensation Plan
Page 3 of 3

                                                                    EXHIBIT 10.6

                              AMENDED AND RESTATED

                         2001 SPECIAL STOCK OPTION PLAN

                              OF IROBOT CORPORATION

SECTION 1 ESTABLISHMENT AND PURPOSE

      The purpose of this Plan is to amend and restate in its entirety the 2001
Special Stock Option Plan of the Company The Plan is designed to offer selected
employees, directors and consultants an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, by
purchasing Shares of the Company's Common Stock The Plan provides both for the
direct award or sale of Shares and for the grant of Options to purchase Shares
Options granted under the Plan may include Nonstatutory options as well as ISOs
intended to qualify under section 422 of the Code

SECTION 2 DEFINITIONS

      (a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time

      (b)   "Code" shall mean the Internal Revenue Code of 1986, as amended from
            time to time

      (c)   "Committee" shall mean a committee of the Board of Directors, as
            described in Section 3(a)

      (d)   "Company" shall mean iRobot Corporation, a Delaware corporation

      (e)   "Employee" shall mean (i) any employee of the Company or of a
            Subsidiary as determined in accordance with the provisions of
            Treasury Regulation Section 1 421-7(h) under the Code or any
            successor regulations thereto, (ii) a member of the Board of
            Directors, (iii) an independent contractor who performs services for
            the Company or a Subsidiary, and (iv) any individual who is employed
            by any partnership in which the Company has a substantial
            partnership interest



            Service as a member of the Board of Directors or as an independent
            contractor shall be considered employment for all purposes of the
            Plan except the second sentence of Section 4(a)

      (f) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement

      (g) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith Such determination shall be conclusive
and binding on all persons

      (h) "ISO" shall mean an employee incentive stock option described in
section 422(b) of the Code

      (i) "Nonstatutory Option" shall mean an employee stock option not
described in section 422(b) or section 423(b) of the Code

      (j) "Offeree" shall mean an individual to whom the Committee has offered
the right to acquire Shares under the Plan (other than upon exercise of an
Option)

      (k) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares

      (l) "Optionee" shall mean an individual who holds an Option

      (m) "Plan" shall mean this Amended and Restated 2001 Special Stock Option
Plan of iRobot Corporation

      (n) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee

      (o) "Service" shall mean service as an Employee

      (p) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable)

      (q) "Stock" shall mean the Common Stock of the Company

      (r) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee

which contains the terms, conditions and restrictions pertaining to his Option

                                      -2-



      (s) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares

      (t) "Subsidiary" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date

      (u) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than six months

SECTION 3 ADMINISTRATION

      (a) Committee Membership The Plan shall be administered by the Committee,
which shall consist of three members of the Board of Directors The members of
the Committee shall be appointed by the Board of Directors If no Committee has
been appointed, the entire Board of Directors shall constitute the Committee

      (b) Committee Procedures The Board of Directors shall designate one of the
members of the Committee as chairman The Committee may hold meetings at such
times and places as it shall determine The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee

      (c) Committee Responsibilities Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take the following actions

            (i) To interpret the Plan and to apply its provisions,

            (ii) To adopt, amend or rescind rules, procedures and forms relating
      to the Plan,

                                      -3-



            (iii) To authorize any person to execute, on behalf of the Company,
      any instrument required to carry out the purposes of the Plan,

            (iv) To determine when Shares are to be awarded or offered for sale
      and when Options are to be granted under the Plan,

            (v) To select the Offerees and Optionees,

            (vi) To determine the number of Shares to be offered to each Offeree
      or to be made subject to each Option,

            (vii) To prescribe the terms and conditions of each award or sale of
      Shares, including (without limitation) the Purchase Price, and to specify
      the provisions of the Stock Purchase Agreement relating to such award or
      sale,

            (viii) To prescribe the terms and conditions of each Option,
      including (without limitation) the Exercise Price, to determine whether
      such Option is to be classified as an ISO or as a Nonstatutory Option, and
      to specify the provisions of the Stock Option Agreement relating to such
      Option,

            (ix) To amend any outstanding Stock Purchase Agreement or Stock
      Option Agreement, subject to applicable legal restrictions and to the
      consent of the Offeree or Optionee who entered into such agreement, and

            (x) To take any other actions deemed necessary or advisable for the
      administration of the Plan

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee No member of the Committee shall be liable
for any action that he has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan

                                      -4-



      (d) Financial Reports Not less often than annually, the Company shall
furnish to Optionees and Offerees reports of its financial condition, unless
such Optionees and Offerees have access to equivalent information through their
employment Such reports need not be audited

SECTION 4 ELIGIBILITY

      (a) General Rule Only Employees shall be eligible for designation as
Optionees or Offerees by the Committee In addition, only individuals who are
employees of the Company or of a Subsidiary as determined in accordance with the
provisions of Treasury Regulation Section 1 421-7(h) under the Code or any
successor regulations thereto shall be eligible for the grant of ISOs

      (b) Ten-Percent Shareholders An Employee who owns more than 10 percent of
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee of an ISO unless (i) the Exercise Price is at least 110 percent of the
Fair Market Value of a Share on the date of grant, and (ii) such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant

      (c) Attribution Rules For purposes of Subsection (b) above, in determining
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust shall be
deemed to be owned proportionately by or for its shareholders, partners or
beneficiaries Stock with respect to which such Employee holds an option shall
not be counted

      (d) Outstanding Stock For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person

SECTION 5 STOCK SUBJECT TO PLAN

                                      -5-



      (a) Basic Limitation Shares offered under the Plan shall be authorized but
unissued Shares or shares of Stock reacquired in any manner The aggregate number
of Shares which may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 642,310 Shares, subject to adjustment
pursuant to Section 9 The number of Shares which are subject to Options or other
rights outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan

      (b) Additional Shares In the event that any outstanding Option or other
right for any reason expires or is cancelled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for issuance under the Plan In the event that Shares are reacquired
by the Company pursuant to a forfeiture provision, a right of repurchase, a
right of first refusal or a transaction under Section 8(b), such Shares shall
again be available for the issuance under the Plan, provided that Shares that
were acquired pursuant to the exercise of an Option which are subsequently
reacquired by the Company shall not be available for issuance pursuant to the
exercise of another Option (except as specifically provided in Section 5(a)) and
provided further that, the cumulative number of such Shares that are available
for reissuance under the Plan will not exceed 642,310 Shares

      (c) Per-Participant Limit Subject to adjustment under Section 9, no
Employee may receive rights to acquire Shares under the Plan (whether by way of
Option or otherwise) during any one fiscal year that exceeds 500,000 Shares

SECTION 6 TERMS AND CONDITIONS OF AWARDS OR SALES

      (a) Stock Purchase Agreement Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Offeree and the Company Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be

                                      -6-



subject to any other terms and conditions which are not inconsistent with the
Plan and which the Committee seems appropriate for inclusion in a Stock Purchase
Agreement The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical

      (b) Duration of Offers and Nontransferability of Rights Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within 30 days after the grant of such right was
communicated to him by the Committee Such right shall not be transferable and
shall be exercisable only by the Offeree to whom such right was granted

      (c) Purchase Price The Purchase Price of Shares to be offered under the
Plan shall be determined by the Committee, in its sole and absolute discretion,
and may be less than, equal to, or greater than the Fair Market Value of such
Shares but in no event shall be less than the par value of such Shares The
Purchase Price shall be payable in a form described in Section 8

      (d) Withholding Taxes As a condition to the award or purchase of Shares,
the Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such award or purchase

      (e) Restrictions on Transfer of Shares Any Shares awarded or sold under
the Plan shall be subject to such special forfeiture, conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares

SECTION 7 TERMS AND CONDITIONS OF OPTIONS

      (a) Stock Option Agreement Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with

                                      -7-



the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement The Provisions of the various Stock Option Agreements entered
into under the Plan need not be identical

      (b) Number of Shares Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 9 The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option In no event shall
the aggregate Fair Market Value of Stock (determined at the time an ISO is
granted) for which ISOs granted to any Employee are exercisable for the first
time by such Employee during any calendar year (under all stock option plans of
the Company and any Subsidiary) exceed One Hundred Thousand Dollars ($100,000),
provided, however, that this limitation shall have no force or effect if its
inclusion in the Plan is not necessary for Options issued as ISOs to qualify as
incentive stock options within the meaning of Section 422 of the Code Any Option
which would, but for its failure to satisfy the foregoing restriction, qualify
as an ISO shall nevertheless be a valid Option, but to the extent of such
failure it shall be deemed to be a Nonstatutory Option

      (c) Exercise Price Each Stock Option Agreement shall specify the Exercise
Price The Exercise Price of an ISO shall not be less than 100 percent of the
Fair Market Value of a Share on the date of grant, except as otherwise provided
in Section 4(b) The Exercise Price of a Nonstatutory option shall be determined
by the Committee, in its sole and absolute discretion, and may be less than,
equal to, or greater than the Fair Market Value of a Share on the date of grant
The Exercise Price shall be payable in a form described in Section 8

      (d) Withholding Taxes As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option

                                      -8-



      (e) Exercisability and Term Each Stock Option Agreement shall specify the
date(s) or event(s) when all or any installment of the Option is to become
exercisable The vesting of any Option shall be determined by the Committee at
its sole discretion The Stock Option Agreement shall also specify the term of
the Option The term shall not exceed 10 years from the date of grant, except as
otherwise provided in Section 4(b) Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire

      (f) Nontransferability During an Optionee's lifetime, his Option(s) shall
be exercisable only by him and shall not be transferable In the event of an
Optionee's death, his Option(s) shall not be transferable other than by will or
by the laws of descent and distribution

      (g) Termination of Service (Except by Death) If an Optionee's Service
terminates for any reason other than his death, then his Option(s) shall expire
on the earliest of the following occasions

            (i) The expiration date determined pursuant to Subsection (e) above,

            (ii) The date 60 days after the termination of his Service for any
      reason other than Total and Permanent Disability, or

            (iii) The date six months after the termination of his Service by
      reason of Total and Permanent Disability

The Optionee may exercise all or part of his Option(s) at any time before the
expiration of such Option(s) under the preceding sentence, but only to the
extent that such Option(s) had become exercisable before his Service terminated
or became exercisable as a result of the termination The balance of such
Option(s) shall lapse when the Optionee's Service terminates In the event that
the Optionee dies after the termination of his Service but before the expiration
of his Option(s), all or part of such Option(s) may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from him by bequest or
inheritance, but only to the extent that such Option(s) had become exercisable
before his Service terminated or became exercisable as a result of the
termination

                                      -9-



      (h) Leaves of Absence For purposes of Subsection (g) above, Service shall
be deemed to continue While the Optionee is on military leave, sick leave or
other bona fide leave of absence (as determined by the Committee) The foregoing
notwithstanding, in the case of an ISO granted under the Plan, Service shall not
be deemed to continue beyond the first 90 days of such leave, unless the
Optionee's reemployment rights are guaranteed by statute or by contract

      (i) Death of Optionee If an Optionee dies while he is in Service, then his
Option(s) shall expire on the earlier of the following dates

            (i) The expiration date determined pursuant to Subsection (e) above,
      or

            (ii) The date six months after his death

All or part of the Optionee's Option(s) may be exercised at any time before the
expiration of such Option(s) under the preceding sentence by the executors or
administrators of his estate or by any person who has acquired such Option(s)
directly from him by bequest or inheritance, but only to the extent that such
Option(s) had become exercisable before his death or became exercisable as a
result of his death The balance of such Option(s) shall lapse when the Optionee
dies

      (j) No Rights as a Shareholder An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares No adjustments shall be made, except as provided in Section 9

      (k) Modification. Extension and Renewal of Options Within the limitations
of the Plan, the Committee may modify, extend or renew outstanding Options or
may accept the cancellation of outstanding Options (to the extent not previously
exercised) in return for the grant of new Options at the same or a different
price The foregoing notwithstanding, no modification of an Option shall, without
the consent of the Optionee, impair his rights or increase his obligations under
such Option

                                      -10-



      (1) Restrictions on Transfer of Shares Any Shares issued upon exercise of
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares

SECTION 8 PAYMENT FOR SHARES

      (a) General Rule The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or check payable to the order of
the Company at the time when such Shares are purchased, except as provided in
Subsections (b), (c), (d) and (e) below

      (b) Surrender of Stock To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or his representative for more than 12 months and which
are surrendered to the Company in good form for transfer Such Shares shall be
valued at their Fair Market Value on the date when the new Shares are purchased
under the Plan

      (c) Services Rendered At the discretion of the Committee, Shares may be
awarded under the Plan in consideration of services rendered to the Company or a
Subsidiary prior to the award If Shares are awarded without the payment of a
Purchase Price in cash, the Committee shall make a determination (at the time of
the award) of the value of the services rendered by the Offeree and the
sufficiency of the consideration to meet the requirements of Section 6(c) and
applicable law

      (d) Full Recourse Note At the discretion of the Committee, a portion of
the Purchase Price or Exercise Price of Shares issued under the Plan may be
payable by the issuance and delivery to the Company or a Subsidiary by the
Optionee or Offeree of a personal full recourse note of the Optionee or Offeree
bearing interest payable not less than annually at no less than 100% of the
lowest applicable Federal rate as determined in accordance with Section 1274(d)
of the Code, provided such note is secured by the Shares so purchased,

                                      -11-



provided further that the Optionee or Offeree deliver to the Company cash or a
check payable to the order of the Company in an amount equal to the aggregate
par value of the Shares to be issued

      (e) Cashless Exercise Only if the Stock is then publicly traded and only
in the case of the exercise of an Option, delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the Exercise Price of an Option, or delivery by
the Optionee to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check payable to the order of the Company sufficient to pay the Exercise Price
of an Option

SECTION 9 ADJUSTMENT OF SHARES

      (a) General In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option, or (iii) the Exercise Price under each outstanding Option

      (b) Mergers and Other Reorganizations In the event that the Company is to
be consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, all outstanding Options
shall be subject to the agreement governing such transaction Such agreement
shall provide (i) for the assumption of outstanding Options by the surviving
corporation or its parent or for its continuation by the Company (if the Company
is a surviving corporation), without the Optionees' consent, (ii) for the
acceleration of the exercisability of outstanding Options followed by their
cancellation if not exercised, without the Optionees' consent (and any such
cancellation shall not occur earlier than 30 days after such acceleration is

                                      -12-



effective and the Optionees have been notified of such acceleration), (iii) for
a limited period of exercise of outstanding Options to the extent then
exercisable, without the Optionees' consent, upon notice to the Optionees,
followed by its cancellation if not exercised (and any such cancellation shall
not occur earlier than 30 days after such limited period of exercise is
effective and the Optionees have been notified of such), or (iv) for the
termination of outstanding Options in exchange for a cash payment equal to the
difference between the Fair Market Value of one Share (if greater than the
Exercise Price) and the Exercise Price multiplied by the number of Shares
issuable upon exercise of such outstanding Options, but only with the Optionees'
consent

      (c) Dissolution or Liquidation In the event of the proposed dissolution or
liquidation of the Company, all outstanding Options granted hereunder shall
terminate immediately prior to the consummation of such action or at such other
time and subject to such other conditions as shall be determined by the
Committee

      (d) Reservation of Rights Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class Any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of the
Shares subject to an Option The grant of an Option pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets Any shares of the capital stock of the
Company issued or issuable pursuant to the foregoing adjustments shall be
subject to the same restrictions imposed on the Options granted under the Plan
and the Shares issued or issuable upon exercise of such Options

      (e) Fractional Shares No fractional shares shall be issued under the Plan
and the Optionees shall receive from the Company cash in lieu of such fractional
shares

                                      -13-



SECTION 10 LEGAL REQUIREMENTS

      (a) Securities Laws Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange on
which the Company's securities may then be, listed

      (b) S Corporation Status In the event that the Company is an S
corporation," as defined in section 1361 (a) of the Code, Shares shall not be
issued under the Plan if the issuance or delivery of such Shares would cause the
Company to lose its status as an "S corporation"

SECTION 11 NO EMPLOYMENT RIGHTS

      No provision of the Plan, nor any right or Option granted under the Plan,
shall be construed to give any person any right to become, to be treated as, or
to remain an Employee The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason

SECTION 12 DURATION AND AMENDMENTS, GOVERNING LAW, CONFIDENTIALITY

      (a) Term of the Plan The Plan, as set forth herein, shall become effective
on October 30, 2001, subject to the approval of the Company's shareholders In
the event that the shareholders fail to approve the Plan within 12 months after
its adoption by the Board of Directors, any Option grants or Stock awards
already made shall be null and void, and no additional Option grants or Stock
awards shall be made after such date The Plan shall terminate automatically on
October 30, 2011 and may be terminated on any earlier date pursuant to
Subsection (b) below

      (b) Right to Amend or Terminate the Plan The Board of Directors may amend,
suspend or terminate the Plan at any time and for any reason, provided, however,
that any amendment of the Plan which increases the number of Shares available
for issuance under the Plan (except as provided in Section 9), or which
materially

                                      -14-



changes the class of persons who are eligible for the grant of ISOs, shall be
subject to the approval of the Company's shareholders Shareholder approval shall
not be required for any other amendment of the Plan

      (c) Effect of Amendment or Termination No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan

      (d) Governing Law The Plan and all awards or sales of Shares or grants of
Options hereunder shall be governed and interpreted in accordance with the laws
of the State of Delaware, without regard to any applicable conflicts of law

      (e) Confidentiality Notwithstanding anything to the contrary in this Plan
or any Stock Purchase Agreement or Stock Option Agreement entered into under
this Plan, nothing shall in any way limit the ability of the Company or any
Offeree or Optionee to disclose to any person the tax treatment and tax
structure of any right to purchase Shares granted hereunder

SECTION 13 EXECUTION

      To record the adoption of the Plan, the Company has caused its authorized
officer to execute the same

                                                iRobot Corporation

                                                By /s/ Colin Angle
                                                   -------------------------

                                                Title  Chief Executive Officer

                                      -15-



                               iROBOT CORPORATION
                       RESTRICTED STOCK PURCHASE AGREEMENT

      THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS RESTRICTED STOCK
PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL, WHICH IS SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

      iRobot Corporation (the "Company") hereby issues and sells the shares of
its common stock specified below (the "Shares") pursuant to its Amended and
Restated 2001 Special Stock Option Plan. The terms and conditions attached
hereto are also a part hereof.

Name of purchaser (the "Stockholder"):

Date:

Number of shares sold hereunder:

Purchase price per share:

Form of payment:

Number of Shares that are Vested Shares on
the Vesting Start Date:

Number of Shares that are Unvested Shares on
the Vesting Start Date:

Vesting Start Date:

         Vesting Schedule:

      This stock purchase satisfies in full all commitments that the Company has
to the Stockholder with respect to the issuance of restricted stock.

                                                   iRobot Corporation
_________________________
Signature of Stockholder                           By: _________________________
                                                       Name of Officer:
Street Address:                                        Title:



                               iROBOT CORPORATION

    RESTRICTED STOCK PURCHASE AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

      iRobot Corporation (the "Company") agrees to sell to the Stockholder, and
the Stockholder agrees to purchase from the Company, shares of the Company's
common stock ("Common Stock") on the following terms and conditions:

      1. Grant Under Plan. This stock purchase is made pursuant to and is
governed by the Company's Amended and Restated 2001 Special Stock Option Plan
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meanings as in the Plan. The Stockholder acknowledges receipt of a
copy of the Plan.

      2. Purchase and Sale of Stock; Payment of Purchase Price. The Company
hereby sells and the Stockholder hereby purchases the Shares specified on the
cover page at the price specified thereon. The purchase price is being paid by
the Stockholder upon execution and delivery of this agreement as set forth on
the cover page hereof. The Company will promptly issue a certificate or
certificates registered in the Stockholder's name representing the Shares, with
such certificates to be held in escrow in accordance with the terms hereof.

      3. Vesting if Business Relationship Continues.

            (a) Vesting Schedule. If the Stockholder has continuously maintained
      a Business Relationship with the Company through the vesting dates
      specified on the cover page hereof, Unvested Shares shall become Vested
      Shares (or shall "vest") on such dates in an amount equal to the number of
      shares set opposite the applicable date on the cover page. The Stockholder
      agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage
      or otherwise encumber or dispose of (except to the Company or any
      successor to the Company) all or any Unvested Shares or any interest
      therein, and any Unvested Shares shall be held in escrow by the Company in
      accordance with the terms of Section 6 below unless and until they become
      Vested Shares or are repurchased by the Company pursuant to Section 4
      below. If the Stockholder's Business Relationship with the Company ceases,
      voluntarily or involuntarily, with or without cause, no Unvested Shares
      shall become Vested Shares thereafter under any circumstances with respect
      to the Stockholder. Any determination under this agreement as to the
      status of a Business Relationship or other matters referred to above shall
      be made in good faith by the Board of Directors of the Company. The Board
      of Directors, in its discretion, may accelerate any vesting dates.

            (b)(i) Accelerated Vesting Based on Earning of Incentive
      Compensation. Notwithstanding the provisions of Section 3(a) above, if the
      Stockholder has continuously maintained a Business Relationship with the
      Company through the dates specified below, the Unvested Shares shall
      become Vested Shares (or shall "vest") on the following schedule:


                                                    
One Year from the Vesting Start Date:                  (A/4) Shares

Two Years from Vesting Start Date:                     (A/4) Shares

Three Years from Vesting Start Date:                   (A/4) Shares

Four Years from Vesting Start Date:                    (A/4) Shares


Restricted Stock Purchase Agreement
Page 2



      Where:

      B = the lesser of: (i) the total Incentive Compensation Bonus earned by
      the Stockholder for Fiscal Year as determined by the Compensation
      Committee of the Company's Board of Directors and (ii);

      P = ; and

      A = B/P.

            (c) Accelerated Vesting Due to Mergers and Other Reorganizations. In
      the event that the Company is to be consolidated with or acquired by
      another entity in a merger, sale of substantially all of the Company's
      assets or otherwise, during the Stockholders Business Relationship and
      there are then any Unvested Shares, such agreement shall provide for
      substantially similar terms as are provided for under Section 9(b) of the
      Plan (to the extent applicable).

            (d) Termination of Employment. For purposes hereof, employment shall
      not be considered as having terminated during any military leave, sick
      leave or other bona fide leave if such leave has been approved in writing
      by the Company and if such written approval contractually obligates the
      Company to continue the employment of the Stockholder after the approved
      period of absence; in the event of such an approved leave of absence,
      vesting of Unvested Shares shall be suspended (and the period of the leave
      of absence shall be added to all vesting dates) unless otherwise provided
      in the Company's written approval of the leave of absence. For purposes
      hereof, a termination of employment followed by another Business
      Relationship shall be deemed a termination of the Business Relationship
      with all vesting to cease unless the Company enters into a written
      agreement related to such other Business Relationship in which it is
      specifically stated that there is no termination of the Business
      Relationship under this agreement. This agreement shall not be affected by
      any change of employment within or among the Company and its Subsidiaries
      so long as the Stockholder continuously remains an employee of the Company
      or any Subsidiary.

            (e) Business Relationship. For purposes hereof, Business
      Relationship shall include service to the Company or its successor in the
      capacity of an employee, officer, director or consultant.

      4. Restrictions on Transfer; Purchase by the Company. The Stockholder may
not sell, assign, transfer, pledge, encumber or dispose of ('Transfer") all or
any of his or her Unvested Shares except to the Company pursuant to this Section
4, and may Transfer Vested Shares only in accordance with the transfer
restrictions provided in this Section 4 or elsewhere in this agreement. The
Stockholder may not at any time transfer any Shares to any individual,
corporation, partnership or other entity that engages in any business activity
that is in competition, directly or indirectly, with the products or services
being developed, manufactured or sold by the Company. The determination of
whether any proposed transferee engages in any business activity that is in
competition with those of the Company shall be made by the Board of Directors of
the Company in good faith. This prohibition shall be applicable in addition to
and separately from the other provisions hereof.

      Upon the termination of the Stockholder's Business Relationship, the
Stockholder shall sell to the Company (or the Company's assignee) and the
Company shall purchase all Unvested Shares in

Restricted Stock Purchase Agreement
Page 3



accordance with the procedures set forth below. In addition, the Company (or the
Company's assignee) may (but shall not be obligated to) purchase from
Stockholder all but not less than all Vested Shares in accordance with the
procedures set forth below. The purchase price (the "Repurchase Price") of such
Shares (the "Repurchased Shares") shall be in the case of Unvested Shares, the
price paid for them (subject to adjustment as herein provided) and in the case
of Vested Shares, shall be the greater of (i) the price paid for them (subject
to adjustment as herein provided) and (ii) the product of the Fair Market Value
(as defined in the Plan) at the time of repurchase and the number of Vested
Shares to be repurchased. The sale of the Unvested Shares shall take place
automatically upon termination of the Stockholder's Business Relationship. Such
sale shall be effected by the Escrow Holder's (as defined below) delivery to the
Company of a certificate or certificates evidencing the Unvested Shares, duly
endorsed for transfer to the Company. Upon receipt thereof, the Company shall
mail a check for the applicable Repurchase Price to the Stockholder or shall
cancel indebtedness owed to the Company by the Stockholder by written notice
mailed to the Stockholder, or both. The Company's right of repurchase with
respect to Vested Shares shall be exercisable by written notice delivered to the
Stockholder within 60 days following the termination of the Stockholders
Business Relationship. Such notice shall set forth the date on which the
repurchase is to be effected and shall not be more than 30 days after the date
of the notice. In order to effect such sale, the Company shall mail a check for
the applicable Repurchase Price to the Stockholder or shall cancel indebtedness
owed to the Company by the Stockholder by written notice mailed to the
Stockholder, or both. Upon the mailing of a check in payment of the purchase
price in accordance with the terms hereof or cancellation of indebtedness as
aforesaid, the Company shall become the legal and beneficial owner of the Shares
being repurchased and all rights and interests therein or relating thereto, and
the Company shall have the right to retain and transfer to its own name or
cancel the number of Shares being repurchased by the Company. As part of the
sale (but not as a condition to its effectiveness), the Stockholder (or, if
applicable, the Escrow Holder) shall deliver to the Company a certificate or
certificates evidencing the Vested Shares, duly endorsed for transfer to the
Company.

      Notwithstanding the foregoing and the provisions of Section 9, a
Stockholder may transfer: (i) all or any Vested Shares as a gift to any family
member or to any trust or similar estate planning entity for the benefit of any
such family member or the Stockholder provided that any such transferee shall
agree in writing with the Company, as a condition precedent to such transfer, to
be bound by all of the provisions of this agreement to the same extent as if
such transferee were the Stockholder, or (ii) any or all Vested Shares by will
or the laws of descent and distribution, in which event each such transferee
shall be bound by all of the provisions of this agreement to the same extent as
if such transferee were the Stockholder or (iii) any or all Vested or Unvested
Shares by court order, in which event each such transferee shall be bound by all
of the provisions of this agreement to the same extent as if such transferee
were the Stockholder. As used herein, the word "family" shall include any
spouse, lineal ancestor or descendant (whether natural or adoptive), brother or
sister of the Stockholder.

      5. Investment Representation. The Stockholder represents, warrants and
acknowledges that the Stockholder: (i) has had an opportunity to ask questions
of and receive answers from a Company representative concerning the terms and
conditions of this investment; (ii) is acquiring the Shares with the
Stockholder's own funds, for the Stockholder's own account for the purpose of
investment, and not with a view to any resale or other distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act");
(iii) is a sophisticated investor with such knowledge and experience in
financial and business matters as to be able to evaluate the merits and risks of
an investment in the Shares and that the Stockholder is able to and must bear
the economic risk of the investment in the Shares for an indefinite period of
time because the Shares have not been registered under the Securities Act, and
therefore, cannot be offered or sold unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Furthermore, the Company may place legends on any stock certificate

Restricted Stock Purchase Agreement
Page 4



representing the Shares with the securities laws and contractual restrictions
thereon and issue related stop transfer instructions.

      The Stockholder acknowledges and understands that the Shares have not been
registered under the Securities Act, nor registered pursuant to the provisions
of the securities laws or other laws of any other applicable jurisdictions, in
reliance on exemptions for private offerings contained in Section 4(2) of the
Securities Act and in the laws of such jurisdictions. The Stockholder further
understands that the Company has no intention and is under no obligation to
register the Shares under the Securities Act or to comply with the requirements
for any exemption that might otherwise be available, or to supply the
Stockholder with any information necessary to enable the Stockholder to make
routine sales of the Shares under Rule 144 or any other rule of the Securities
and Exchange Commission.

      6. Escrow of Shares. All Unvested Shares shall be held in escrow by the
Company, as escrow holder ("Escrow Holder").

      The Escrow Holder is hereby directed to transfer the Unvested Shares in
accordance with this agreement or instructions signed by both the Stockholder
and the Company. If the Company or any assignee exercises its repurchase rights
hereunder, the Escrow Holder, upon receipt of written notice of such exercise
from the Company or such assignee, shall take all steps necessary to accomplish
such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable
power of attorney coupled with an interest to take any and all actions required
to effect such transfer.

      The Escrow Holder may act in reliance upon advice of counsel in reference
to any matter(s) connected with this agreement, and shall not be liable for any
mistake of fact or error of judgment, or for any acts or omissions of any kind,
unless caused by its willful misconduct or gross negligence.

      With respect to any Unvested Shares that become Vested Shares, the
Company, upon the written request of the Stockholder, shall promptly issue a new
certificate for the number of shares which have become Vested Shares and shall
deliver such certificate to the Stockholder and shall deliver to the Escrow
Holder a new certificate for the remaining Unvested Shares in exchange for the
certificate then being held by the Escrow Holder.

      Subject to the terms hereof, the Stockholder shall have all the rights of
a stockholder with respect to the Unvested Shares while they are held in escrow,
including without limitation, the right to vote the Unvested Shares and receive
any cash dividends declared thereon. If, from time to time while the Escrow
Holder is holding Unvested Shares, there is any stock dividend, stock split or
other change in or respecting such shares, any and all new, substituted or
additional securities to which the Stockholder is entitled by reason of his or
her ownership of the Unvested Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter as "Unvested
Shares" for purposes of this agreement and the repurchase rights of the Company.

      7. Certain Tax Matters. If the Company in its discretion determines that
it is obligated to withhold any tax in connection with the transfer of, or the
lapse of restrictions on, the Shares, the Stockholder hereby agrees that the
Company may withhold from the Stockholder's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company, the amount required
to be withheld may be withheld in cash from such wages or other remuneration.
The Stockholder further agrees that, if the Company does not withhold an amount
from the Stockholder's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Stockholder will make reimbursement
on demand, in cash, for the amount underwithheld.

Restricted Stock Purchase Agreement
Page 5



      The Stockholder represents that he or she has received tax advice from his
or her own personal tax advisor on the tax consequences of a purchase of the
Shares. The Stockholder understands the tax consequences of filing (and not
filing) a Section 83(b) election under the Internal Revenue Code of 1986, as
amended (the "Code"). The filing of a Section 83(b) election is the
Stockholder's responsibility.

      8. Legends. All certificates representing Shares purchased under this
      Agreement shall be endorsed with the following legends:

      "THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
      ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
      TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
      OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH
      AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY UPON TERMINATION
      OF SERVICE WITH THE COMPANY AND CERTAIN RIGHTS OF FIRST REFUSAL UPON AN
      ATTEMPTED TRANSFER OF THE SHARES. THE SECRETARY OF THE COMPANY WELL UPON
      WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
      WITHOUT CHARGE."

      "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
      OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
      ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
      THAT SUCH REGISTRATION IS NOT REQUIRED."

      9. Restrictions on Transfer of Vested Shares; Company's Right of First
      Refusal.

            (a) Exercise of Right. Vested Shares may not be transferred without
      the Company's written consent except in accordance with Section 4 or in
      accordance with the further provisions of this Section 9. If the
      Stockholder desires to transfer all or any part of the Vested Shares to
      any person other than the Company (an "Offeror"), the Stockholder shall:
      (i) obtain in writing an irrevocable and unconditional bona fide offer
      (the "Offer") for the purchase thereof from the Offeror; and (ii) give
      written notice (the "Option Notice") to the Company setting forth the
      Stockholder's desire to transfer such shares, which Option Notice shall be
      accompanied by a photocopy of the Offer and shall set forth at least the
      name and address of the Offeror and the price, number of Vested Shares
      proposed to be sold and terms of the Offer. Upon receipt of the Option
      Notice, the Company shall have an assignable option to purchase such
      Vested Shares (the "Offered Shares") specified in the Option Notice
      (subject, however, to any change in such terms permitted under Subsection
      (b) below), such option to be exercisable by giving, within 30 days after
      receipt of the Option Notice, a written counter-notice to the Stockholder.
      If the Company elects to purchase such Offered Shares, it shall be
      obligated to purchase, and the Stockholder shall be obligated to sell to
      the Company or its assignee, such Offered Shares at the price and terms
      indicated in the Offer within 30 days from the date of delivery by the
      Company of such counter-notice. To the extent that the consideration
      proposed to be paid by the Offeror for the shares consists of property
      other than cash or a promissory note, the consideration required to be
      paid by the Company may consist of cash equal to the fair market value of
      such property, as determined in good faith by the Board of Directors of
      the Company.

            (b) Sale of Vested Shares to Offeror. The Stockholder may, for 60
      days after the expiration of the option period as set forth in Section
      9(a), sell to the Offeror, pursuant to the

Restricted Stock Purchase Agreement
Page 6



      terms of the Offer, all of the Offered Shares not purchased or agreed to
      be purchased by the Company or its assignee. Any proposed sale on terms
      and conditions different than those described in the Option Notice, as
      well as any subsequent proposed sale by the Shareholder, shall again be
      subject to the procedure described in Subsection (a) above; provided,
      however, that the Stockholder shall not sell such Shares to such Offeror
      if such Offeror is a competitor of the Company and the Company gives
      written notice to the Stockholder, within 30 days of its receipt of the
      Option Notice, stating that the Stockholder shall not sell his or her
      Vested Shares to such Offeror; and provided, further, that prior to the
      sale of such Vested Shares to an Offeror, such Offeror shall execute an
      agreement with the Company pursuant to which such Offeror agrees to be
      subject to the restrictions set forth in this Section 9. If any or all of
      such Vested Shares are not sold pursuant to an Offer within the time
      permitted above, the unsold Vested Shares shall remain subject to the
      terms of this Section 9.

            (c) Binding Effect. The Company's Right of First Refusal shall inure
      to the benefit of its successors and assigns and shall be binding upon any
      purchaser of the Shares.

            (d) Expiration of Company's Right of First Refusal and Transfer
      Restrictions. The first refusal rights of the Company and the transfer
      restrictions set forth in this Section 9 shall expire as to Vested Shares
      immediately prior to the closing of a public offering of Common Stock by
      the Company pursuant to an effective registration statement filed under
      the Securities Act. In addition, if the Company and the Stockholder are
      parties to an agreement containing first refusal provisions similar to the
      foregoing, such other agreement shall control.

      10. Failure to Deliver Shares. If the Stockholder (or his or her legal
representative) who has become obligated to sell Shares hereunder shall fail to
deliver such Shares to the Company in accordance with the terms of this
agreement, the Company may, at its option, in addition to all other remedies it
may have, mail to the Stockholder the purchase price for such Shares as is
herein specified. Thereupon, the Company: (i) shall cancel on its books the
certificate or certificates representing such Shares to be sold; and (ii) shall
issue, in lieu thereof, a new certificate or certificates in the name of the
Company representing such Shares (or cancel such Shares), and thereupon all of
such Stockholder's rights in and to such Shares shall terminate.

      11. Lock-up Agreement. The Stockholder agrees that in the event that the
Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, the Shares may not be sold, offered for
sale or otherwise disposed of, directly or indirectly, without the prior written
consent of the managing underwriter(s) of the offering, for such period of time
after the execution of an underwriting agreement in connection with such
offering that all of the Company's then directors and executive officers agree
to be similarly bound.

      12. Arbitration. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.

      13. Provision of Documentation to Stockholder. By signing this agreement
the Stockholder acknowledges receipt of a copy of this agreement and a copy of
the Plan.

      14. Miscellaneous.

Restricted Stock Purchase Agreement
Page 7



            (a) Notices. All notices hereunder shall be in writing and shall be
      deemed given when sent by mail, if to the Stockholder, to the address set
      forth below or at the address shown on the records of the Company, and if
      to the Company, to the Company's principal executive offices, attention of
      the Corporate Secretary.

            (b) Entire Agreement; Modification. This 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
      agreement. This agreement may be modified, amended or rescinded only by a
      written agreement executed by both parties.

            (c) Fractional Shares. All fractional Shares resulting from the
      adjustment provisions contained in the Plan shall be rounded down.

            (d) Changes in Capital Structure. In the event of any stock split,
      stock dividend, recapitalization, reorganization, merger, consolidation,
      combination, exchange of shares, liquidation, spin-off, split-up, or other
      similar change in capitalization or event, the securities received in
      respect of such event shall be "Shares" hereunder subject to this
      agreement and shall retain the same status as "Vested Shares" or "Unvested
      Shares" as the Shares in respect of which they were received, and the
      repurchase price per security subject to repurchase shall be appropriately
      adjusted by the Company.

            (e) Severability. The invalidity, illegality or unenforceability of
      any provision of this agreement shall in no way affect the validity,
      legality or enforceability of any other provision.

            (f) Successors and Assigns. This 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 herein.

            (g) Governing Law. This agreement shall be governed by and
      interpreted in accordance with the internal laws of the State of Delaware
      without giving effect to the principles of the conflicts of laws thereof.

            (h) No Obligation to Continue Employment. Neither the Plan, this
      agreement nor any provision hereof imposes any obligation on the Company
      to continue the Stockholder in employment or any other Business
      Relationship with the Company.

Restricted Stock Purchase Agreement
Page 8



                               IROBOT CORPORATION

                          STOCK OPTION GRANT AGREEMENT

      THE OPTION GRANTED PURSUANT TO THIS INCENTIVE STOCK OPTION AGREEMENT (THE
"OPTION") AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL,
WHICH IS SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.

               AMENDED AND RESTATED 2001 SPECIAL STOCK OPTION PLAN
                              OF IROBOT CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

      THIS AGREEMENT, entered into as of _______________________, is between
IROBOT CORPORATION, a Delaware corporation (the "Company"), and _____________
(the "Optionee").

                                   WITNESSETH:

      WHEREAS, the Company's Board of Directors has established the Amended and
Restated 2001 Special Stock Option Plan of iRobot Corporation in order to
provide selected directors, officers, employees and consultants of the Company
and its Subsidiaries with an opportunity to acquire Common Stock of the Company;
and

      WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the Incentive Stock
Option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company and as an incentive for
extraordinary efforts during such service;

      NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties, intending to be legally bound hereby,
agree as follows:

SECTION 1. GRANT OF OPTION.

      (a) Option. On the terms and conditions stated below, the Company hereby
grants to the Optionee the option to purchase __________ (_____) Shares for the
sum of _______ ($____) per share. It is understood and intended that this option
shall qualify as an Incentive Stock Option to the extent permitted by applicable
law. Accordingly, the Optionee understands that in order to obtain the
beneficial tax treatment accorded an Incentive Stock Option, no sale or other
disposition may be made of any Shares acquired upon exercise of the option
within one (1) year after the day of the transfer of such Shares to the
Optionee, nor within two (2) years after the Date of Grant. If the Optionee
intends to dispose, or does dispose (whether by sale, exchange, gift, transfer
or otherwise), of any such Shares



within either of said periods, he or she will notify the Company in writing
within ten (10) days after such disposition.

      (b) Stock Plan. This option is granted pursuant to the Plan, a copy of
which the Optionee acknowledges having received and read. The provisions of the
Plan are incorporated into this Agreement by this reference. Capitalized terms
used herein and not otherwise defined shall have the meaning given to such terms
in the Plan.

      (c) Grant Condition. The granting of this option shall be subject to
receipt by the Company of the Company's current form of Invention and
Confidentiality Agreement, executed and delivered by the Optionee.

SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION.

      Except as otherwise provided in this Agreement, this option and the rights
and privileges conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
option, or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution, attachment or
similar process upon the rights and privileges conferred hereby, this option and
the rights and privileges conferred hereby shall immediately become null and
void.

SECTION 3. RIGHT TO EXERCISE.

      (a) Vesting. Subject to the conditions stated herein, the right to
exercise this option shall accrue in installments as follows provided the
Optionee has continued to be an Employee through any such applicable date:



                        Percentage of Shares
Date                   that vest on such date
- ----                   ----------------------
                    


      (b) Periods of Nonexercisability. Any other provision of this Agreement
notwithstanding, the Company shall have the right to designate one or more
periods of time, each of which shall not exceed 18 consecutive months in length,
during which this option shall not be exercisable if the Company determines (in
its sole discretion) that such limitation on exercise could in any way
facilitate a lessening of any restriction on transfer pursuant to the Securities
Act or any state securities laws with respect to any issuance of securities by
the Company, facilitate the registration or qualification of any securities by
the Company under the Securities Act or any state securities laws, or facilitate
the perfection of any exemption from the registration or qualification
requirements of the Securities Act or any applicable state securities laws for
the issuance or transfer of any securities. Such limitation on exercise shall
not alter the vesting of this option as set forth in Section 3(a) other than to
limit the periods during which this option shall be exercisable. The Optionee
shall be notified in writing of any such designation by the Company.

                                      -2-



      (c) Shareholder Approval. Any other provision of this Agreement
notwithstanding, this option shall not be exercisable at any time prior to the
approval of the Plan by the holders of a majority of the outstanding stock of
the Company.

      (d) Termination Upon Breach of Certain Agreements. Notwithstanding the
foregoing, if, in the judgment of the Company, the Optionee, prior to the
expiration date of this option, materially violates the non-competition,
non-solicitaion, assignment of inventions or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Optionee and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Optionee from the
Company describing such violation.

SECTION 4. EXERCISE PROCEDURES.

      (a) Notice of Exercise. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Secretary of the Company
pursuant to Section 12(d). The notice shall specify the election to exercise
this option, the number of Shares for which it is being exercised, and the form
of payment. The notice shall be signed by the person or persons exercising this
option. In the event that this option is being exercised by the representative
of the Optionee, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option. The Optionee or
the Optionee's representative shall deliver to the Secretary of the Company, at
the time of giving the notice, payment in a form permissible under Section 5 for
the full amount of the Purchase Price.

      (b) Issuance of Shares. After receiving a proper notice of exercise, the
Company shall cause to be issued a certificate or certificates for the Shares as
to which this option has been exercised, registered in the name of the person
exercising this option (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be delivered to or upon the
order of the person exercising this option.

SECTION 5. PAYMENT FOR STOCK

      The entire Purchase Price may be payable in cash or check payable to the
order of the Company. Alternatively, all or part of the Purchase Price may be
paid by the surrender of Shares in good form for transfer. Such Shares must have
been owned for more than 12 months by the Optionee or the Optionee's
representative and must have a fair market value (as determined by the
Committee) on the date of exercise of this option which, together with any
amount paid in cash, is equal to the Purchase Price.

SECTION 6. TERM AND EXPIRATION.

      (a) Basic Term. This option shall in any event expire on the date 10 years
after the Date of Grant.

                                      -3-



      (b) Termination of Service (Except by Death). If the Optionee's service as
an Employee terminates for any reason other than death, then this option shall
expire on the earliest of the following occasions:

            (i) The expiration date determined pursuant to Subsection (a) above;

            (ii) The date 60 days after the termination of the Optionee's
      service as an Employee for any reason other than Total and Permanent
      Disability; or

            (iii) The date six months after the termination of the Optionee's
      service as an Employee by reason of Total and Permanent Disability.

The Optionee may exercise all or part of this option at any time before its
expiration under the preceding sentence, but only to the extent that this option
had become exercisable before the Optionee's Service terminated. The balance of
this option shall lapse when the Optionee's Service terminates. In the event
that the Optionee dies after the termination of Service but before the
expiration of this option, all or part of this option may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired this option directly from the Optionee by bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee's service terminated.

      (c) Death of Optionee. If the Optionee dies as an Employee, then this
option shall expire on the earlier of the following dates:

            (i) The expiration date determined pursuant to Subsection (a) above;
      or

            (ii) The date six months after the Optionee's death.

All or part of this option may be exercised at any time before its expiration
under the preceding sentence by the executors or administrators of the
Optionee's estate or by any person who has acquired this option directly from
the Optionee by bequest or inheritance, but only to the extent that this option
had become exercisable before the Optionee's death. The balance of this option
shall lapse when the Optionee dies.

      (d) Leaves of Absence. For purposes of this Section 6, the Employee
relationship shall be deemed to continue during any period when the Optionee is
on military leave, sick leave or other bona fide leave of absence (to be
determined in the sole discretion of the Committee). However, if the Optionee's
reemployment rights are not guaranteed by statute or by contract, then the
Employee relationship shall not be deemed to continue beyond the 90th day of
such period.

SECTION 7. THE COMPANY'S RIGHT OF FIRST REFUSAL

      (a) Right of First Refusal. In the event that the Optionee or a Transferee
proposes to sell, pledge or otherwise transfer to any person any Shares acquired
under this Agreement, or any interest in such Shares, the Company shall have the
Right of First Refusal with respect to such Shares. If the Optionee or
Transferee desires to transfer Shares acquired under this Agreement, the
Optionee or Transferee shall give a written Transfer Notice to the Company
describing fully the proposed transfer,

                                      -4-



including the number of Shares proposed to be transferred, the proposed transfer
price and the name and address of the proposed Transferee. The Transfer Notice
shall be signed both by the Optionee or Transferee and by the proposed new
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase the Shares
on the terms of the proposal described in the Transfer Notice (subject, however,
to any change in such terms permitted under Subsection (b) below) by delivery of
a notice of exercise of the Right of First Refusal within 30 days after the date
when the Transfer Notice was received by the Company. The Company's rights under
this Subsection (a) shall be freely assignable, in whole or in part.

      (b) Transfer of Shares. If the Company fails to exercise its Right of
First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee or Transferee may, not later than 90 days following receipt
of the Transfer Notice by the Company, conclude a transfer of the Shares subject
to the Transfer Notice on the terms and conditions described in the Transfer
Notice. Any proposed transfer on terms and conditions different from those
described in the Transfer Notice, as well as any subsequent proposed transfer by
the Optionee or Transferee, shall again be subject to the Right of First Refusal
and shall require compliance with the procedure described in Subsection (a)
above. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice;
provided, however, that in the event the Transfer Notice provides that payment
for the Shares is to be made in a form other than lawful money paid at the time
of transfer, the Company shall have the option of paying for the Shares with
lawful money equal to the present value of the consideration described in the
Transfer Notice.

      (c) Binding Effect. The Company's Right of First Refusal shall inure to
the benefit of its successors and assigns and shall be binding upon any
Transferee of the Shares.

      (d) Termination of Right of First Refusal. Any other provision of this
Section 7 notwithstanding, in the event that Stock is listed on an established
stock exchange or is quoted regularly on the NASDAQ System at the time when the
Optionee or Transferee desires to transfer Shares, the Company shall have no
Right of First Refusal, and the Optionee or Transferee shall have no obligation
to comply with the procedures prescribed by Subsections (a), (b) and (c) above.

SECTION 8. RIGHT OF REPURCHASE.

      (a) Basic Repurchase Right. The Shares acquired under this Agreement shall
be Restricted Shares and shall be subject to the right (but not an obligation)
of repurchase by the Company. The Company's rights under this Subsection (a)
shall be freely assignable, in whole or in part.

      (b) Condition Precedent to Exercise. The Company's right of repurchase
shall be exercisable only during the 60-day period next following the later of
(i) the date when the Optionee ceases to be an Employee for any reason, with or
without cause, including (without limitation) death or disability, or (ii) the
date when the option was exercised by the Optionee, the executors or
administrators of the Optionee's estate or any person who has acquired the
option directly from the Optionee by bequest or inheritance.

      (c) Repurchase Cost. If the Company exercises its right to repurchase, it
shall pay the Optionee an amount equal to (1) the greater of (i) the price per
Share paid by the Optionee under Section 1(a) hereof, or (ii) Fair Market Value
at the time of repurchase multiplied by (2) the number of

                                      -5-



Restricted Shares to be repurchased. The Company's right of repurchase shall
terminate with respect to Restricted Shares if the Stock is listed on an
established stock exchange or quoted regularly on the NASDAQ System.

      (d) Exercise of Repurchase Right. If the Company elects to exercise its
right of repurchase with respect to any Restricted Shares, it must exercise its
right of repurchase with respect to all Restricted Shares. The Company's right
of repurchase shall be exercisable only by written notice delivered to the
Optionee prior to the expiration of the 60-day period specified in Subsection
(b) above. The notice shall set forth the date on which the repurchase is to be
effected. Such date shall not be more than 30 days after the date of the notice.
The certificate(s) representing the Restricted Shares to be repurchased shall,
prior to the close of business on the date specified for the repurchase, be
delivered to the Secretary of the Company. Each certificate shall be properly
endorsed for transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Optionee the purchase price determined according to
Subsection (c) above. Payment shall be made in lawful money of the United States
of America. The Company's right of repurchase shall terminate with respect to
any Restricted Shares for which it has not been timely exercised pursuant to
this Subsection (d).

      (e) Cancellation of Shares. If the Company makes available, at the time
and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions of this Agreement, then after such time the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
consideration in accordance with this Agreement). Such Restricted Shares shall
be deemed to have been repurchased in accordance with the applicable provisions
hereof, whether or not the certificate (s) therefor have been delivered as
required by this Agreement.

      (f) Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of any extraordinary dividend
payable in a form other than stock, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company's
outstanding securities without receipt of consideration, any new, substituted or
additional securities or other property (including money paid other than as an
ordinary cash dividend) that are by reason of such transaction distributed with
respect to any Restricted Shares or into which such Restricted Shares thereby
become convertible, shall immediately be subject to the Company's right of
repurchase. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also, after each such
transaction, be made to the price per share to be paid upon the exercise of the
right of repurchase in order to reflect any change in the Company's outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Restricted Shares
shall remain the same.

      (g) Legends. In addition to the legends required by Section 10 (c), all
certificates representing Shares purchased under this Agreement shall be
endorsed with the following legend:

      "THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
      ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
      TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
      OF THE SHARES (OR THE PREDECESSOR IN

                                      -6-



      INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS
      TO THE COMPANY UPON TERMINATION OF SERVICE WITH THE COMPANY AND CERTAIN
      RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. THE
      SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH
      AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."

SECTION 9. LEGALITY OF INITIAL ISSUANCE.

      No Shares shall be issued upon the exercise of this option unless and
until the Company has determined that:

      (a) It and the Optionee have taken any actions required to register the
Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;

      (b) Any applicable listing requirement of any stock exchange on which
Stock is listed has been satisfied; and

      (c) Any other applicable provision of state or federal law has been
satisfied.

SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES.

      (a) Restrictions. The option granted hereunder is subject to the transfer
restrictions set forth in the Plan. The Optionee shall not sell, transfer,
assign, encumber, hypothecate or otherwise dispose of any Shares except in
accordance with Section 7 and Section 8; provided, however, the Company may
impose additional restrictions upon the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law, regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any state.

      (b) Investment Representations. The Optionee represents, warrants and
covenants that:

            (i) Any Shares purchased upon exercise of this option shall be
acquired for the Optionee's account for investment only and not with a view to,
or for sale in connection with, any distribution of the Shares in violation of
the Securities Act or any rule or regulation under the Securities Act;

            (ii) The Optionee has had such opportunity as the Optionee has
deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Optionee to evaluate the merits and risks of the
Optionee's investment in the Company;

            (iii) The Optionee is able to bear the economic risk of holding
Shares acquired pursuant to the exercise of this option for an indefinite
period;

                                      -7-



            (iv) The Optionee understands that (A) the Shares acquired pursuant
to the exercise of this option will not be registered under the Securities Act
and are "restricted securities" within the meaning of Rule 144 under the
Securities Act; (B) such Shares cannot be sold, transferred or otherwise
disposed of unless they are subsequently registered under the Securities Act or
an exemption from registration is then available; (C) in any event, an exemption
from registration under Rule 144 or otherwise under the Securities Act may not
be available for at least one year and even then will not be available unless a
public market then exists for the Stock, adequate information concerning, the
Company is then available to the public and other terms and conditions of Rule
144 are complied with; and (D) there is now no registration statement on file
with the Securities and Exchange Commission with respect to any Stock of the
Company and the Company has no obligation or current intention to register any
Shares acquired pursuant to the exercise of this option under the Securities
Act;

            (v) The Optionee agrees that, if the Company offers for the first
time any of its Stock for sale pursuant to a registration statement under the
Securities Act, the Optionee will not, without the prior written consent of the
Company, publicly offer, sell, contract to sell or otherwise dispose of,
directly or indirectly, any Shares purchased upon exercise of this option for a
period of ninety (90) days, or such longer period as the Company may reasonably
require, after the effective date of such registration statement; and

            (vi) The Optionee's principal residence is at the address set forth
below on the signature page and the Optionee shall promptly notify the Company
of any change in the Optionee's principal address.

By making payment upon any exercise of this option, in whole or in part, the
Optionee shall be deemed to have reaffirmed, as of the date of such payment, the
representations made in this Section 10(b).

      (c) Legend. All certificates evidencing Shares acquired under this
Agreement in an unregistered transaction shall bear the following restrictive
legend (and such other restrictive legends as are required or deemed advisable
under the provisions of any applicable law):

      "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
      OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
      ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
      THAT SUCH REGISTRATION IS NOT REQUIRED."

      (d) Removal of Legends. If, in the opinion of the Company and its counsel,
any legend placed on a stock certificate representing Shares sold under this
Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.

      (e) Administration. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 10 shall be
conclusive and binding on the Optionee and all other persons.

SECTION 11. SHARES AND ADJUSTMENTS.

                                      -8-



      (a) General. In the event of a subdivision of the outstanding Shares, a
declaration of a dividend payable in shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Shares (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or both of (i) the number of shares covered by this option or
(ii) the Exercise Price.

      (b) Mergers and Other Reorganizations. In the event that the Company is to
be consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, this option shall be
subject to the agreement governing such transaction. Such agreement shall
provide (i) for the assumption of this option by the surviving corporation or
its parent or for its continuation by the Company (if the Company is a surviving
corporation), without the Optionee's consent, (ii) for the acceleration of the
exercisability of this option followed by its cancellation if not exercised,
without the Optionee's consent (and any such cancellation shall not occur
earlier than 30 days after such acceleration is effective and the Optionee has
been notified of such acceleration), (iii) for a limited period of exercise of
this option to the extent then exercisable, without the Optionee's consent, upon
notice to the Optionee, followed by its cancellation if not exercised (and any
such cancellation shall not occur earlier than 30 days after such limited period
of exercise is effective and the Optionee has been notified of such), or (iv)
for the termination of this option in exchange for a cash payment equal to the
difference between the Fair Market Value of one Share (if greater than the
Exercise Price) and the Exercise Price multiplied by the number of Shares
issuable upon exercise of this option, but only with the Optionee's consent.

      (c) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the option granted hereunder shall terminate
immediately prior to the consummation of such action or at such other time and
subject to such other conditions as shall be determined by the Committee.

      (d) Reservation of Rights. Except as provided in this Section 11, the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any dividend or any other increase
or decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of the Shares
subject to this option. The grant of this option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets. Any shares of the capital stock of the Company issued or
issuable to the Optionee pursuant to the foregoing adjustments shall be subject
to the same restrictions imposed on the option granted hereunder and the Shares
issued or issuable upon exercise of such option.

      (e) Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares.

SECTION 12. MISCELLANEOUS PROVISIONS.

      (a) Withholding Taxes. In the event that the Company determines that it is
required to withhold foreign, federal, state or local tax as a result of the
exercise of this option, the Optionee, as a

                                      -9-



condition to the exercise of this option, shall make arrangements satisfactory
to the Company to enable it to satisfy all withholding requirements. The
Optionee shall also make arrangements satisfactory to the Company to enable it
to satisfy any withholding requirements that may arise in connection with the
disposition of Shares purchased by exercising this option.

      (b) Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this Option until such Shares have been issued in the name of the
Optionee or the Optionee's representative.

      (c) No Employment Rights. Nothing in this Agreement shall be construed as
giving the Optionee the right to be treated as or to remain as an Employee. The
Company reserves the right to terminate the Optionee's Service at any time, with
or without cause and for any reason.

      (d) Notice. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement, or at such
other address as such party may designate by 10 days, advance written notice to
the other party to this Agreement.

      (e) Entire Agreement; Severability. This Agreement and the Plan constitute
the entire contract between the parties hereto with regard to the subject matter
hereof. 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 shall be deemed prohibited or invalid under such
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, and such prohibition or invalidity shall not
invalidate the remainder of such provision or the other provisions of this
Agreement.

      (f) Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such state.

      (g) Specific Performance. It is specifically understood and agreed that
any breach of the provisions of this Agreement by the Optionee will result in
irreparable injury to the Company, that the remedy at law alone will be an
inadequate remedy for such breach, and that, in addition to any other remedies
which the Company may have, the Company may enforce its rights by actions for
specific performance (to the extent permitted by law). The Company may refuse to
recognize any unauthorized transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend and voting
rights, until the relevant party or parties have complied with all applicable
provisions of this Agreement.

SECTION 13. DEFINITIONS.

      (a) "Agreement" shall mean this Incentive Stock Option Agreement.

      (b) "Board" shall mean the Board of Directors of the Company, as
constituted from time to time.

      (c) "Code" shall mean the Internal Revenue Code or 1986, as amended.

                                      -10-



      (d) "Committee" shall mean the committee of the Board described in Section
3 of the Plan or, if none has been appointed, the full Board.

      (e) "Date of Grant" shall mean the date on which the Committee resolved to
grant this option, which is also the date as of which this Agreement is entered
into.

      (f) "Employee" shall mean any employee of the Company or of a Subsidiary
as determined in accordance with the provisions of Treasury Regulation Section
1.421-7(h) under the Code or any successor regulations thereto.

      (g) "Exercise Price" shall mean the amount for which one Share may
purchased upon exercise of this option, as specified in Section 1(a).

      (h) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

      (i) "Incentive Stock Option" shall mean an employee incentive stock option
described in section 422(b) of the Code.

      (j) "Nonstatutory Stock Option" shall mean a stock option not described in
section 422(b) or section 423(b) of the Code.

      (k) "Plan" shall mean the Amended and Restated 2001 Special Stock Option
Plan of iRobot Corporation as in effect on the Date of Grant.

      (1) "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this option is being exercised.

      (m) "Restricted Share" shall mean a Share which is subject to the
Company's right of repurchase under Section 8.

      (n) "Right of First Refusal" shall mean the Company's right of first
refusal described in Section 7.

      (o) "Securities Act" shall mean the Securities Act of 1933, as amended.

      (p) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 11 (if applicable).

      (q) "Stock" shall mean the Common Stock of Company.

      (r) "Subsidiary" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50% of the total combined voting power
of all classes of outstanding stock of such corporation.

      (s) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment

                                      -11-



which can be expected to result in death or which has lasted, or can be expected
to last, for a continuous period of not less than six months.

      (t) "Transferee" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.

      (u) "Transfer Notice" shall mean the notice of a proposed transfer of
Shares described in Section 7.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -12-



      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its officer duly authorized to act on behalf of the Committee,
and the Optionee has personally executed this Agreement.

OPTIONEE                                           IROBOT CORPORATION

___________________________________                By: _________________________
Name:
Optionee's Address:                                Company's Address:
                                                   63 South Avenue
                                                   Burlington, MA 01803

                                      -13-

                                                                    Exhibit 10.9

                                    SUBLEASE
                    Execution Date: As of September 30, 2005

      Reference is made to that certain Lease ("Lease") dated April 11, 1997 by
and between Burlington Crossing, LLC, as Landlord ("Prime Landlord") and Lahey
Clinic Hospital, Inc., as Tenant ("Landlord") as amended by that certain First
Amendment to Lease dated as of May 24, 2005, with respect to the building
("Building") known as 63 South Avenue, Burlington, Massachusetts. The "Premises"
under the Lease consist of certain space located on the second floor of the
Building and other appurtenant rights, as more particularly defined in the
Lease.

      WHEREAS, Landlord desires to sublease the Premises to iRobot Corporation
("Tenant"); and

      WHEREAS, the Premises contain 24,019 square feet, more or less, of
rentable area on the second floor of the Building and are substantially as shown
on Exhibit A; and

      WHEREAS, Tenant desires to sublease the Premises on the terms and
conditions hereinafter set forth;

      NOW, THEREFORE, in consideration of the rents to be paid by Tenant to
Landlord and the full and complete performance of all terms, covenants, and
conditions herein contained to be performed by Landlord and Tenant, the parties
hereto hereby agree as follows:

      I. SUBLEASE OF PREMISES

      A. Landlord hereby subleases the Premises to Tenant, and Tenant hereby
hires and takes the Premises from Landlord, in accordance with the terms and
conditions set forth herein. This Sublease shall be upon all of the same terms
and conditions of the Lease applicable to the Premises, except to the extent
inconsistent with the provisions of this Sublease (in which event the provisions
of this Sublease shall control).

      B. As appurtenant to Tenant's demise of the Premises, Tenant shall have
the right to use, in common with Landlord and others entitled thereto, the
common facilities, building service fixtures and equipment set forth in the
second paragraph of Section 2.1 of the Lease, all as subject to Prime Landlord's
Rules and Regulations and such other reasonable rules and regulations as may be
made by Prime Landlord or Landlord from time to time of which Tenant is given
notice.

      C. Each party shall have the right, at its own cost, to remeasure the
Premises within thirty (30) days after the Execution Date. Such remeasurement
shall be effected in accordance with the most recent standards published by the
Building Owners and Managers Association. If either party exercises such right,
such remeasurement shall be



effected by an architect or engineer who is reasonably acceptable to the other
party. If such remeasurement is not completed and the written results delivered
to both parties on or before the date thirty (30) days after the Execution Date,
then the parties shall be conclusively deemed to have agreed that the Total
Rentable Area of the Premises is as set forth in Article II of this Sublease,
and neither party shall have any further right to remeasure the Premises.

      II. DEFINITIONS

      All of the terms used in this Sublease shall have the same definitions as
set forth in the Lease, except as herein set forth:

      LANDLORD:                     Lahey Clinic Hospital, Inc.

      TENANT:                       iRobot Corporation

      PRIME LANDLORD:               Burlington Crossing, LLC

      TERM COMMENCEMENT DATE:       As to Phase 1, November 1, 2005; as to
                                    Phase 2, January 1, 2006.

      TERMINATION DATE:             11:59 p.m. on September 30, 2007.

      TOTAL RENTABLE AREA OF
      THE SUBLET PREMISES:         As of the Phase 1 Term Commencement Date,
                                    5,000 square feet, more or less; as of the
                                    Phase 2 Term Commencement Date, 19,019
                                    square feet, more or less.

      BASE RENT:                    $18.50 per square foot, or a total of
                                    $92,500 for the Phase 1 space based on a
                                    rentable area of 5,000 square feet and an
                                    occupancy date of November 1, 2005;
                                    $351,851.50 for the additional space to be
                                    occupied upon the Phase 2 Term Commencement
                                    Date, based on a rentable area of 19,019
                                    square feet and an occupancy date of January
                                    1, 2006, all as more particularly set forth
                                    on Exhibit B hereto. The rent payable
                                    hereunder shall be adjusted as necessary to
                                    reflect actual square footage and to conform
                                    with Article III B.

      TENANT'S ELECTRICITY COSTS:   Landlord's electricity costs.

                                       2


      PERMITTED USE:                General office, research and development and
                                    uses ancillary thereto, so long as such
                                    ancillary uses are permitted under
                                    applicable laws. Tenant shall obtain all
                                    governmental permits and approvals required
                                    for the Permitted Use, if any.

      III. TERM

      A. The term of this Sublease in respect of each Phase of the Sublet
Premises shall commence as of the Term Commencement Date in respect of such
Phase and shall, subject to the provisions of this Sublease, terminate on the
Termination Date.

      B. Landlord shall use good faith efforts to deliver the space pertaining
to each Phase on the date so specified herein or as soon thereafter as possible.
However, except as set forth immediately hereinafter, if Landlord fails to
deliver the space pertaining to a given Phase to Tenant on a timely basis, then
Landlord shall have no obligation or liability to Tenant other than to continue
to use good faith efforts to deliver said space to Tenant as soon as possible
thereafter. In the event that Landlord does not deliver the Phase 2 space by
January 15, 2006, then the rent otherwise payable hereunder shall be reduced by
the sum of $1,500 for each full week thereafter that the space has still not
been delivered, provided that if Landlord has not delivered the Phase 2 space by
February 15, 2006, then the rent otherwise payable hereunder shall be reduced by
the sum of $2,500 for each full week thereafter that the space has still not
been delivered. As to each Phase rent shall begin to accrue on the later of the
Term Commencement Date or the date that the space has been delivered to Tenant.

      C. Tenant shall have no right to extend the term of the Sublease.

      IV. CONDITION OF THE PREMISES

      A. Except as set forth in Section B of this Article IV, Tenant shall take
the Premises "as-is", in the condition in which the Premises are in as of the
Term Commencement Date, without any obligation on the part of Landlord to
prepare or construct the Premises for Tenant's occupancy, Tenant hereby
acknowledging that, except as expressly set forth in this Sublease, Landlord has
made no representation or warranty to Tenant as to the condition of the Premises
or the Building.

      B. Notwithstanding the foregoing, Landlord shall deliver the Premises in
broom clean condition.

      V. PAYMENT OF RENT AND TENANT'S ELECTRICITY COSTS

                                       3


      A. All rent and Tenant's Electricity Costs payable under this Sublease
shall be paid by Tenant at the following address, or such other place as
Landlord may designate in writing to Tenant:

                                    Lahey Clinic
                                    Finance Department
                                    25 Mall Road
                                    Burlington, MA 01945
                                    Attention: Peter Lloyd

      B. Subject to Article III B, the November, 2005 rent for Phase 1 of the
Premises shall be due and payable within three (3) business days of the Phase 1
Term Commencement Date, and the January, 2006 rent for Phase 2 of the Sublet
Premises shall be due and payable on the Phase 2 Term Commencement Date;
otherwise, throughout the term of this Sublease rent shall be payable in equal
monthly installments on the first day of each month in advance. Tenant's
Electricity Costs shall be paid within fifteen (15) days of receipt of proof of
Landlord's electricity bill in respect of the Premises for the immediately prior
service period.

      VI. OPERATING COST ESCALATION PAYMENTS

      A. Commencing as of the Term Commencement Date and continuing thereafter
throughout the remainder of the term of this Sublease, Tenant shall pay to
Landlord, as additional rent, all Operating Cost Escalation payments which are
payable by Landlord as tenant under the Lease to Prime Landlord in respect of
the term of this Sublease. Tenant's obligations under this Section A shall be
pro-rated with respect to any calendar year that does not fall entirely within
the term of this Sublease. Tenant shall pay to Landlord the estimated monthly
payments on account of Operating Cost Escalation payments at the same times and
in the same manner as Landlord is required to make the corresponding estimated
monthly payments to Prime Landlord. Tenant shall pay any other proportional
amounts required on account of Operating Cost Escalation payments within fifteen
(15) days of billing therefor by Prime Landlord.

      B. Tenant shall be entitled to any net rebate or abatement of taxes
assessed against the Premises in respect of the term of this Sublease.

      C. Tenant acknowledges and agrees that Landlord shall have no
responsibility or control with respect to the amount of Operating Cost
Escalation payments payable by Tenant.

      D. If Landlord has not exercised its rights, pursuant to Section 4.2 of
the Lease, to audit Prime Landlord's records relating to Landlord's Statements
with respect to any calendar year during the term of this Sublease, Landlord
shall, upon written request of Tenant, and at Tenant's expense, exercise such
right and provide the results of such audit to Tenant.

                                       4


      VII. MAINTENANCE, REPAIR AND REPLACEMENT

      Tenant and not Landlord shall be responsible for performing all
maintenance, repair and replacement within the Premises that is required under
the Lease. Notwithstanding the foregoing, if Landlord is required to perform any
maintenance, repair or replacement as the result of the negligence or willful
misconduct of Tenant or Tenant's agents, employees or contractors, Tenant shall,
within thirty (30) days of billing therefor, reimburse Landlord for the full
amount of such cost, except in the event that such work is caused by an event,
act or condition which is covered by any casualty or property insurance
maintained by Landlord, in which event Tenant shall only be responsible for the
costs of such maintenance, repair or replacement to the extent that such costs
are within the deductible carried by Landlord under such policy.

      VIII. TENANT ALTERATIONS

      A. Tenant shall not make any alteration, installation, removal, addition
or improvement ("Installations") to the Premises without obtaining the prior
written consent of Prime Landlord and Landlord. Landlord agrees that its consent
shall not be unreasonably withheld or delayed. Landlord's review of any such
Installations may, at Landlord's election, include the prior review of Tenant's
plans by a structural or mechanical engineer. Landlord shall provide Tenant
reasonable access to the Premises following the Execution Date in order to take
measurements and make other preparations for such Installations.

      B. Without limiting the foregoing, Tenant's right to make any such
Installations shall be subject to all of the restrictions and conditions set
forth in the Lease.

      C. Any Installations or other work performed by Tenant shall be performed
in accordance with Prime Landlord's construction rules and regulations, if any.

      D. Tenant hereby agrees that, at Landlord's election (which election
Landlord shall make at the time that Landlord approves Tenant's plans for such
Installations if Tenant so requests of Landlord in writing at the time that
Tenant requests Landlord's approval for such Installations), Tenant shall, at
its sole cost and expense, remove any Installations made by Tenant in the
Premises and shall repair any damage to the Premises or the Building caused by
the installation or removal of such Installations.

      IX. INDEMNITY, SUBROGATION, AND LIABILITY INSURANCE

      A. Tenant shall indemnify Landlord and Prime Landlord from and against any
liability for injury, loss, accident or damage on the Premises to any person or
property not

                                       5


caused by the indemnified party, or its employees or agents, and from any
claims, actions, proceedings and costs in connection therewith, arising from
omission, fault, negligence or other misconduct of Tenant or arising from any
use made or thing done or occurring in the Premises caused by Tenant's
negligence or willful and wanton act. Further, Tenant agrees to keep Tenant's
employees working in the Premises covered by workers' compensation insurance and
to furnish Landlord with a certificate thereof. In no event, however, shall
Tenant be liable for consequential, indirect or incidental damages.

      B. Tenant shall procure, and keep in force and pay for commercial general
liability insurance insuring Tenant on a claims made basis against all claims
and demands for personal injury liability (including, without limitation, bodily
injury, sickness, disease, and death) or damage to property which may be claimed
to have occurred from and after the time Tenant and/or its contractors enter the
Premises of not less than One Million ($1,000,000.00) Dollars for injury to or
death of a single person, not less than Two Million ($2,000,000.00) Dollars per
occurrence and Five Hundred Thousand ($500,000.00) Dollars for property damage
or in such higher amounts then customary and maintained by comparable companies
using similar buildings in Tenant's business in the greater Boston area. Such
insurance shall be effected with an insurer reasonably approved by Landlord,
authorized to do business in the Commonwealth of Massachusetts under a valid and
enforceable policy wherein Tenant names Landlord and Prime Landlord as
additional insureds. Such insurance shall provide that it shall not be canceled
or modified without at least thirty (30) days' prior written notice to each
insured named therein. On or before the time Tenant and/or its contractors enter
the Premises and thereafter not less than fifteen (15) days prior to the
expiration date of each expiring policy, original copies of the policy provided
for herein issued by the insurer, or a certificate of such policy setting forth
in full the provisions thereof and issued by such insurer shall be delivered by
Tenant to Landlord.

      X. SUBLETTING AND ASSIGNMENT

      Tenant shall not assign this Sublease or make any sublease of any portion
of the Premises without obtaining the prior written consent of Prime Landlord
and Landlord. Landlord agrees that its consent shall not be unreasonably
withheld or delayed.

      XI. SUBLEASE SUBJECT TO LEASE

      Tenant acknowledges that this Sublease is subject and subordinate in all
respects to the Lease (including, without limitation, Prime Landlord's rights of
access to the Premises and its right to terminate the Lease in the event of
certain takings and casualties). Therefore:

      A. Tenant agrees that it will not take any action which would constitute
an Event of Default under the Lease, as applicable to this Sublease, and Tenant
agrees to indemnify, defend, and hold Landlord harmless from and against any and
all liability, loss, cost, damage or expense, including reasonable attorneys
fees, arising out of or in

                                       6


connection with any act or failure on the part of Tenant which constitutes an
Event of Default under this Sublease or under the Lease. In no event, however,
shall Tenant be liable for consequential, indirect or incidental damages.

      B. Wherever Landlord's consent is required under this Sublease, the
consent of Prime Landlord shall also be required. It is understood and agreed
that Landlord shall not be deemed to be unreasonable in withholding its consent
if Prime Landlord has not granted its consent.

      C. Tenant acknowledges and agrees that Landlord shall have no obligation
to perform any maintenance, repair, service or other obligation which is
required to be performed by Prime Landlord under the Lease. In the event that
Prime Landlord fails to perform any such obligation, Landlord shall use its good
faith efforts to require Prime Landlord to comply with its obligations under the
Lease.

      D. Tenant acknowledges and agrees that Landlord shall have no liability or
obligation to Tenant based upon any act or omission of Prime Landlord or the
agents, employees, or contractors of Prime Landlord. Without limiting the
foregoing, Landlord shall have no liability to Tenant, and Tenant's obligation
to pay rent due under this Sublease shall not be reduced or abated, in the event
that Prime Landlord fails to provide any service, to perform any maintenance or
repairs, or to perform any other obligation which Prime Landlord is required to
provide or to perform pursuant to the Lease, except that if Landlord's
obligation to pay base rent and other charges under the Lease is abated with
respect to the Premises, then Tenant's obligation to pay base rent and other
charges under this Sublease shall be abated in the same proportion that
Landlord's obligation to pay base rent and other charges under the Lease is
abated.

      E. Landlord shall, in its capacity as tenant under the Lease, perform and
fulfill all of its covenants, obligations and agreements under the Lease in
accordance with the provisions thereof, and shall not do anything which would
cause the Lease to be terminated or forfeited. Landlord shall indemnify and hold
Tenant harmless from and against any and all claims, liabilities, losses,
damage, demands expenses (including, without limitation, reasonable attorney's
fees), actions and causes of action (collectively "Losses") by reason of any
breach or default on the part of Landlord, in its capacity as tenant under the
Lease by reason of which the Lease is terminated or forfeited. Notwithstanding
anything to the contrary herein contained: (i) in no event shall Landlord be
responsible to Tenant for any Losses arising from any act or omission of Tenant,
or anyone claiming by, through, or under Tenant, and (ii) in no event shall
Landlord be liable for consequential, indirect or incidental damages.

      XII. NOTICES

      Any notices required or permitted to be sent under this Sublease shall be
sent to the following addresses, or such other addresses as either party may
advise the other:

                                       7


      To Landlord:         Lahey Clinic
                           41 Mall Road
                           Burlington, MA 01805
                           Attention: Chief Executive Officer

      Copy to:             Lahey Clinic
                           41 Mall Road
                           Burlington, MA 01805
                           Attention: Senior Vice President, Legal Services

      To Tenant:           iRobot Corporation
                           63 South Avenue
                           Burlington, MA 01803-4903
                           Attention: Glen Weinstein

      Copy To:             Goodwin Procter LLP
                           Exchange Place
                           Boston, MA 02109
                           Attention: Mark T. Bettencourt, Esq.

      XIII. BROKER

      Landlord and Tenant warrant and represent to each other that each has
dealt with no broker or agent in connection with this Sublease other than CB
Richard Ellis/Whittier Partners and Richards Barry Joyce & Partners. Tenant
agrees to indemnify, defend, and hold Landlord harmless of and from all claims
(including reasonable attorneys fees and expenses) that may be made by any
person against Landlord for breach of Tenant's warranty. Landlord agrees to
indemnify, defend and hold harmless Tenant from all claims (including reasonable
attorneys fees and expenses) which may be made by any person against Tenant for
breach of Landlord's warranty. Landlord shall pay the commission due to CB
Richard Ellis/Whittier Partners and Richards Barry Joyce & Partners.

      XIV. PERMITTED USE

      Tenant shall have the right to use the Premises for the Permitted Use, as
defined in Article II of this Sublease, and for no other purpose whatsoever,
unless such purpose has first been approved in writing by Prime Landlord and
Landlord.

      XV. APPLICABLE LEASE PROVISIONS

      The following provisions of the Lease shall have no applicability to this
Sublease:

      -  Article 3

      -  Exhibits B, H, I, J, K

                                       8


      XVI. LIMITATIONS ON LIABILITY

      In no event shall either party or the agents or employees (or any of the
officers, trustees, directors, partners, beneficiaries, joint venturers,
members, stockholders or other principals or representatives and the like,
disclosed or undisclosed, thereof) of either party ever be liable for
consequential, indirect, or incidental damages. Without limiting the foregoing,
in no event shall either party or the agents or employees (or any of the
officers, trustees, directors, partners, beneficiaries, joint venturers,
members, stockholders or other principals or representatives and the like,
disclosed or undisclosed, thereof) of either party ever be liable for lost
profits of the other party.

      XVII. TENANT'S ACCESS TO PREMISES

      Subject to causes beyond Landlord's reasonable control, Tenant shall have
access to the Sublet Premises throughout the term of this Sublease, 24 hours per
day, 365 days per year.

      XVIII. CONSENT OF PRIME LANDLORD

      The parties hereby acknowledge and agree that this Sublease shall not be
effective unless and until the parties have obtained the consent of Prime
Landlord. Therefore, if Prime Landlord has not given its written consent to this
Sublease on or before 7 days after the Execution Date of this Sublease, either
party shall have the right, exercisable by giving written notice to the other
party prior to the date that Prime Landlord gives its written consent to this
Sublease, to cancel this Sublease and to render it void and without force or
effect.

EXECUTED UNDER SEAL as of the date first above-written.

      LANDLORD:
      LAHEY CLINIC HOSPITAL, INC.

      By: /s/ Tim O'Connor EVP, CFO & Treasurer
          -------------------------------------
          (Name) (Title)
          Hereunto Duly Authorized

      TENANT:
      iROBOT CORPORATION

      By  /s/ Geoffrey P. Clear
          -------------------------------------
          Geoffrey P. Clear, SVP & CFO
          Hereunto Duly Authorized

                                       9


                                       10

                                                          EXHIBIT 10.11

IROBOT CORPORATION

63 SOUTH AVENUE

BURLINGTON, MA 01803-4903]

This Executive Agreement (the "Agreement"), by and among iRobot Corporation, a
Delaware corporation (the "Company"), and the executive named below
("Executive"), sets forth the terms and conditions by which the Company will
provide certain benefits for Executive under certain circumstances in the event
of a termination of Executive's employment with the Company. The effective date
of this Agreement shall be the date of last execution as set forth below (the
"Execution Date").

IROBOT CORPORATION                        EXECUTIVE

                                          By: __________________________________
By: _________________________________
                                          Name: ________________________________
Name: _______________________________
                                          Address: _____________________________
Title: ______________________________
                                                   _____________________________
Date: _______________________________
                                          Date: ________________________________


            WHEREAS, Executive currently is an employee of the Company and an
      Officer (as hereinafter defined), and has made and is expected to continue
      to make significant contributions to the business, growth and financial
      strength of the Company;

            WHEREAS, the Company recognizes that the uncertainty regarding the
      consequences of a termination in Executive's employment as an Officer of
      the Company adversely affects the Company's ability to retain Executive;

            WHEREAS, the Company further recognizes that, as is the case for
      most publicly held companies, the possibility of a Change in Control (as
      hereinafter defined) exists, which may alter the nature and structure of
      the Company, and recognizes that the uncertainty regarding the
      consequences of such an event adversely affects the Company's ability to
      retain Executive as an Officer;

            WHEREAS, the Company desires to more closely align Executive's
      interests with those of the shareholders of the Company with respect to
      any Change in Control that may benefit the shareholders;

            WHEREAS, the Company desires to assure itself of both present and
      future continuity of management in the event of a Change in Control, and
      desires to induce Executive to remain employed with the Company by
      establishing certain benefits for Executive applicable under certain
      circumstances in the event of a Change in Control, and Executive desires
      to be so induced; and

            WHEREAS, the parties desire to set forth in writing the terms and
      conditions of their agreement with respect to the provision of benefits
      for Executive applicable under certain circumstances in the event of a
      Change in Control;

                                     1 of 9


      NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations herein contained, it is agreed among the parties hereto as
follows:

      1. Term. This Agreement shall continue for a term commencing on the
Execution Date and ending on the date two years thereafter ("Initial Term"), and
shall be automatically renewed from year to year thereafter for successive
one-year terms (each a "Renewal Term") unless ninety (90) days prior to the
expiration of the initial term or any renewal term, a party gives written notice
of non-renewal to the other party; provided that any such notice provided by the
Company any time during the period beginning on the date that is forty-five (45)
days prior to the date upon which a definitive agreement for a Change in Control
is publicly announced as having been executed by the Company (the "Announcement
Date") and ending on the first anniversary of the effective date of a Change in
Control, shall have no effect whatsoever, and the Agreement shall continue in
force until such time as otherwise terminated in accordance with the terms
hereof. If an effective notice of non-renewal is given as permitted hereunder,
this Agreement will expire at the conclusion of either the initial term or the
renewal term, whichever is applicable, unless terminated earlier in accordance
with Section 2 hereof. The "Term" of this Agreement shall include the Initial
Term, as well as any Renewal Term, if applicable, subject to termination at any
time prior to the expiration of the Term as provided in Section 2 hereof;
provided, however, that in the event of the first Change in Control to occur
during the Term (including after any notice of non-renewal is given), the Term
shall automatically continue through the first anniversary of the effective date
of such Change in Control.

      2. At-Will Status. Notwithstanding any provision of this Agreement,
Executive will remain employed at-will, so that Executive or the Company may
terminate Executive's employment at any time, with or without notice, for any or
no reason, and this Agreement shall not create or imply any right or duty of
Executive or the Company to have Executive remain in the employ thereof for any
period of time. This Agreement shall automatically terminate on the earliest
date of (a) Executive's Termination Date (as hereinafter defined) if Executive's
employment ceases for any reason other than due to an Involuntary Termination
Upon a Change in Control or a Resignation for Good Reason Upon a Change in
Control (as such terms are hereinafter defined); or (b) the date immediately
following the one-year anniversary of the effective date of the first Change in
Control to occur during the Term; provided, that, notwithstanding any provision
in this Agreement to the contrary, if Executive's employment is terminated by
the Company prior to a Change in Control for any reason other than for Cause, or
ceases due to an Involuntary Termination Upon a Change in Control or a
Resignation for Good Reason Upon a Change in Control, this Agreement shall
remain in effect until all obligations of the parties hereunder have been fully
satisfied.

      3. Definitions. As used in this Agreement, the following terms shall have
the meanings set forth herein:

            a. "Cause" shall mean any one or more of the following: (i)
Executive's willful failure or refusal (except due to Disability (as hereinafter
defined) or a condition reasonably likely to be deemed a Disability with the
passage of time) to perform substantially his/her duties on behalf of the
Company for a period of thirty (30) days after receiving written notice
identifying in reasonable detail the nature of such failure or refusal; (ii)
Executive's conviction of, entry of a plea of guilty or nolo contendere to, or
admission of guilt in connection with a felony; (iii) disloyalty, willful
misconduct or breach of fiduciary duty by Executive which causes material harm
to the Company; or (iv) Executive's willful violation of any confidentiality,
developments or non-competition agreement which causes material harm to the
Company. Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
him a copy of a resolution duly adopted by the Company's Board of Directors (the
"Board") (excluding Executive if he is a Director) at a meeting of the Board
called and held for (but not necessarily exclusively for) that purpose (after
reasonable notice to Executive and an opportunity for Executive, together with
counsel of his

                                     2 of 9


choice, to be heard by the Board) finding that Executive has, in the good faith
opinion of the Board, engaged in conduct constituting Cause and specifying the
particulars thereof in reasonable detail.

            b. "Change in Control" shall mean the occurrence of any of the
following events:

                  (i) The Company is merged or consolidated or reorganized into
or with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than fifty percent (50%) of the
combined voting power of the then-outstanding securities of such surviving,
resulting or reorganized corporation or person immediately after such
transaction is held in the aggregate by the holders of the then-outstanding
securities entitled to vote generally in the election of directors of the
Company ("Voting Stock") immediately prior to such transaction;

                  (ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal person,
and as a result of such sale or transfer less than fifty percent (50%) of the
combined voting power of the then-outstanding securities of such corporation or
person immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Company immediately prior to such sale or
transfer;

                  (iii) Any corporation or other legal person, pursuant to a
tender offer, exchange offer, purchase of stock (whether in a market transaction
or otherwise) or other transaction or event acquires securities representing 30%
or more of the Voting Stock of the Company, or there is a report filed on
Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each
as promulgated pursuant to the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), disclosing that any "person" (as such term is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
"beneficial owner" (as such term is used in Rule 13d-3 under the Exchange Act)
of securities representing 30% or more of the Voting Stock of the Company;

                  (iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing under
or in response to Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) that a change in control of the Company has occurred; or

                  (v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board cease for any
reason to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each director of the
Company first elected during such period was approved by a vote of at least a
majority of the directors then still in office who were directors of the Company
at the beginning of any such period;

provided, however, that a "Change in Control" shall not be deemed to have
occurred for purposes of this Agreement solely because (i) the Company, (ii) an
entity in which the Company directly or indirectly beneficially owns 50% or more
of the Voting Stock, or (iii) any Company-sponsored employee stock ownership
plan or any other employee benefit plan of the Company, either files or becomes
obligated to file a report or a proxy statement under or in response to Schedule
13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
or report) under the Exchange Act, disclosing beneficial ownership by it of
shares of Voting Stock or because the Company reports that a change in control
of the Company has occurred by reason of such beneficial ownership.

            c. "Company" shall mean iRobot Corporation, its assigns, and its
Successors.

            d. "Disability" shall mean any physical or mental disability that
renders Executive unable to perform his/her essential job responsibilities for a
cumulative period of 180 days in any twelve-month period, where such disability
cannot be reasonably accommodated absent undue hardship.

                                     3 of 9


            e. "Executive Office" shall mean those offices of the Company
domiciled in the United States that the Board in its reasonable discretion may
designate from time to time as constituting an officer position pursuant to
Section 16 of the Exchange Act and/or such other officers of the Company as the
Board shall designate from time to time. Any person holding an Executive Office
shall be an "Officer."

            f. "Incentive Pay Eligibility" shall mean the aggregate amount of
any cash compensation derived from any bonus, incentive, performance,
profit-sharing or similar agreement, policy, plan or arrangement of the Company
that Executive is eligible to receive based upon the attainment of 100% target
or quota with respect to any one year.

            g. "Involuntary Termination Upon a Change in Control" shall mean the
termination of the employment of Executive by the Company without Cause at any
time within the period beginning on the date that is forty-five (45) days prior
to the Announcement Date and ending on the first anniversary of the effective
date of a Change in Control. "Involuntary Termination Upon Change in Control"
shall not include any termination of Executive's employment (a) for Cause; (b)
as a result of Executive's Disability; (c) as a result of Executive's death; or
(d) by Executive for any reason.

            h. "Resignation for Good Reason Upon a Change in Control" shall
occur upon the receipt by the Company of Executive's notice specified below, if
any of the following "Events" occur without Executive's prior written consent
during the one-year period beginning on the effective date of a Change in
Control:

                  (i) The substantial reduction of (1) Executive's aggregate
base salary, (2) Executive's Incentive Pay Eligibility, or (3) the benefits for
which Executive was eligible, in each case, in effect immediately prior to a
Change in Control; unless, however, in the case of subclause (3) only, such
reduction is due to an across-the-board reduction applicable to all senior
executives of the Company and any Successor, and the benefits available to
Executive after such across-the-board reduction are no less favorable than those
available to similarly-situated executives of the Company and such Successor;

                  (ii) The permanent relocation of Executive's primary workplace
to a location more than thirty (30) miles away from Executive's workplace in
effect immediately prior to a Change in Control; or

                  (iii) Failure of any Successor to, or assignee of, the Company
to assume the duties and obligations of the Company under this Agreement
pursuant to Section 14 hereof; and

Within sixty (60) days after any such Event, Executive provides written notice
to the Company describing with reasonable specificity the Event and stating
his/her intention to resign from employment due to such Event.

            j. "Severance Benefits" shall mean:

                  (i) payment of an amount equal to 50% (i.e., six (6) months)
of the Executive's base salary, at the highest annualized rate in effect during
the one year period immediately prior to the Termination Date payable, at
Executive's election, either (x) in a lump sum payment on the Termination Date
(subject to the expiration of any applicable revocation period required by law)
or on any other later date designated by Executive; or (y) in equal monthly
installments over the six (6) month period following the Termination Date; and

                  (ii) In the event Executive elects after the Termination Date
to continue health, vision and/or dental coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of

                                     4 of 9


1985 ("COBRA"), the Company will pay, on a monthly basis, Executive's monthly
premium payments for each such coverage elected by Executive for Executive and
his or her eligible dependents, if applicable, until the earliest of the
following dates to occur with respect to each such elected coverage: (A) the six
month anniversary of the Termination Date; (B) the date upon which Executive
becomes covered under a comparable group plan for such applicable coverage; or
(C) the date upon which Executive ceases to be eligible for COBRA continuation
for such applicable coverage.

            k. "Stock Plans" shall mean the Amended and Restated 1994 Stock
Plan; Amended and Restated 2001 Special Stock Option Plan; Amended and Restated
2004 Stock Option and Incentive Plan; and 2005 Stock Option and Incentive Plan;
and any other stock plans or stock option plans established and maintained by
the Company at any time during the Term and pursuant to which Executive holds
any options, stock, awards and/or purchase rights, each as may be or may have
been amended.

            l. "Successor" shall mean any successor to the Company (whether
direct or indirect, by Change in Control, operation of law or otherwise),
including but not limited to any successor (whether direct or indirect, by
Change in Control, operation of law or otherwise) to, or ultimate parent entity
of any successor to, the Company.

            m. "Termination Date" shall mean Executive's last date of employment
with the Company.

            n. "Vesting Date" shall have the meaning specified in Section
5.a.(iv) hereof.

      4. Effect of a Termination without Cause. If Executive's employment is
terminated at any time prior to a Change in Control for any reason that does not
constitute Cause, Executive shall be entitled to receive the following, subject
to Section 8 hereof; provided, however that if such termination constitutes an
Involuntary Termination Upon a Change in Control or a Resignation for Good
Reason Upon a Change in Control, Executive shall instead be entitled to the
Change in Control Benefits described in Section 5.a of this Agreement.

            a. The Severance Benefits.

            b. Executive shall also be entitled to any unpaid compensation and
benefits, and unused vacation accrued, through the Termination Date. Executive
shall also be entitled to receive reimbursement for expenses that Executive
reasonably and necessarily incurred on behalf of the Company prior to the
Termination Date, provided that Executive submits expense reports and supporting
documentation of such expenses as required by the practice or policy in effect
at that time. Executive shall not be eligible for or entitled to any severance
payments or benefits pursuant to a severance plan, program, arrangement,
practice or policy of the Company, if any, that may be in effect as of the
Termination Date, including without limitation any other agreement, entered into
prior to the date hereof, that Executive may have with the Company regarding the
subject matter hereof.

      5. Effect of Involuntary Termination Upon a Change in Control or
Resignation for Good Reason Upon a Change in Control. In the event of an
Involuntary Termination Upon a Change in Control or a Resignation for Good
Reason Upon a Change in Control during the Term, Executive shall be entitled to
the following:

            a. "Change in Control Benefits" as follows, subject to Section 8
hereof:

                  (i) Payment of an amount equal to 100% (i.e., 12 months) of
the Executive's base salary, at the highest annualized rate in effect during the
period between the date immediately prior

                                     5 of 9


to the effective date of a Change in Control and the Termination Date, payable
in accordance with Section 5.a(v) below;

                  (ii) Payment of an amount equal to 50% of the highest amount
of Executive's Incentive Pay Eligibility with respect to the period beginning in
the year prior to that in which the Change in Control occurs and ending in the
year in which Executive's employment is terminated, payable in accordance with
Section 5.a(v) below; and

                  (iii) In the event Executive elects after the Termination Date
to continue health, vision and/or dental coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company will pay
Executive's monthly premium payments for each such coverage elected by Executive
for Executive and his or her eligible dependents, if applicable, until the
earliest of the following dates to occur with respect to each such elected
coverage: (A) the first anniversary of the Termination Date; (B) the date upon
which Executive becomes covered under a comparable group plan for such
applicable coverage; or (C) the date upon which Executive ceases to be eligible
for COBRA continuation for such applicable coverage.

                  (iv) Any and all unvested stock, stock options, awards and
rights that were granted to Executive under any of the Stock Plans prior to the
Termination Date shall immediately become fully vested and exercisable as of the
Termination Date or, if Executive's employment was terminated within the
three-month period prior to the Announcement Date, as of the Announcement Date
(whichever may apply, the "Vesting Date"). Notwithstanding any contrary
provision of any agreement relating to then outstanding stock, stock options,
awards and rights granted to Executive under any of the Stock Plans after the
Execution Date, all such stock, stock options, awards and rights granted after
the Execution Date may be exercised by Executive (or Executive's heirs, estate,
legatees, executors, administrators, and legal representatives) at any time
during the period ending on the earlier of (A) the later of (i) three (3) months
after the Vesting Date and (ii) if Executive dies within the three-month period
after the Vesting Date, the first anniversary of the date of Executive's death,
and (B) the scheduled expiration of such stock, stock option, award or right, as
the case may be. Executive hereby acknowledges and agrees that, as a result of
the operation of Section 4 and this subsection 5.a(ii), some or all of the
"incentive stock options" (as defined in the U.S. Internal Revenue Code of 1986,
as amended (the "Code")) granted to Executive under the Stock Plans may no
longer qualify as "incentive stock options" for U.S. federal income tax
purposes, and Executive hereby consents to any such disqualification.

                  (v) Each of the payments set forth in subsections 5.a(i)-(iii)
above (the "Cash Severance Benefits") shall be payable, at Executive's election,
either (x) in a lump sum payment on the Vesting Date (subject to the expiration
of any applicable revocation period required by law) or on any other later date
designated by Executive; or (y) in equal monthly installments over the twelve
(12) month period following the Vesting Date; provided that the payments
described in Section 5.a(iii) hereof shall be paid on a monthly basis.

            b. Executive shall also be entitled to any unpaid compensation and
benefits, and unused vacation accrued, through the Termination Date. Executive
shall also be entitled to receive reimbursement for final expenses that
Executive reasonably and necessarily incurred on behalf of the Company prior to
the Termination Date, provided that Executive submits expense reports and
supporting documentation of such expenses as required by the practice or policy
in effect at that time. Executive shall not be eligible for or entitled to any
severance payments or benefits pursuant to a severance plan, program,
arrangement, practice or policy of the Company, if any, that may be in effect as
of the Termination Date, including without limitation any other agreement,
entered into prior to the date hereof, that Executive may have with the Company
regarding the subject matter hereof.

                                     6 of 9


      6. Effect of a Change in Control. If a Change in Control occurs during the
Term, then 25% of all stock, options, awards and purchase rights granted to
Executive under any Stock Plan prior to such Change in Control shall immediately
become fully vested and exercisable as of the effective date of a Change in
Control. The 25% specified in the previous sentence is in addition to any stock,
options, awards and purchase rights granted to Executive under any plan that
were already vested and exercisable (or were otherwise scheduled to become
vested and exercisable) as of the effective date of the Change in Control.

      7. Liquidated Damages. The parties hereto expressly agree that provision
of the Severance Benefits or Change in Control Benefits to Executive in
accordance with the terms of this Agreement will be liquidated damages, and that
Executive shall not be required to mitigate the amount of any payments provided
for in this Agreement by seeking other employment or otherwise, nor shall any
profits, income, earnings or other benefits from any source whatsoever create
any mitigation, offset, reduction or any other obligation on the part of
Executive hereunder or otherwise.

      8. Conditions of Severance Benefits and Change in Control Benefits.
Executive shall receive Severance Benefits and/or Change in Control Benefits
only if Executive: (a) executes a separation agreement, which includes a general
mutual release, in a form and of a scope reasonably acceptable to the parties
hereto; (b) returns all property, equipment, confidential information and
documentation of the Company; (c) has complied and continues to comply in all
material respects with any noncompetition, inventions and/or nondisclosure
obligations that Executive may owe to the Company, whether pursuant to an
agreement or applicable law; and (d) provides a signed, written resignation of
Executive's status as an officer, including, without limitation, an Executive
Officer, and director (if applicable) of the Company and, if applicable, its
subsidiaries. In the event that Executive has breached any obligations described
in Section 8(c), then (x) the Cash Severance Benefits shall terminate and
Executive shall no longer be entitled to them; (y) Executive shall promptly
repay to the Company any Cash Severance Benefits previously received by
Executive; and (z) all options, awards and purchase rights held by Executive
shall no longer be exercisable as of the date of Executive's breach. Such
termination and repayment of Cash Severance Benefits and cessation of the right
to exercise shall be in addition to, and not in lieu of, any and all available
legal and equitable remedies, including injunctive relief. Notwithstanding
anything in this Agreement to the contrary, any payment dates will be delayed
until after the separation agreement referred to in clause (a) above is executed
by Executive, and any applicable revocation periods required by law have
expired.

      9. Taxes. All payments and benefits described in this Agreement shall be
subject to any and all applicable federal, state, local and foreign withholding,
payroll, income and other taxes.

      10. Certain Reduction of Payments. If (a)(i) the Severance Benefits, (ii)
the Change in Control Benefits, (iii) the benefits received under Section 6
hereof and/or (iv) any payment or benefit received or to be received by
Executive pursuant to any other plan, arrangement or agreement (collectively,
the "Total Payments") would constitute (in whole or in part) an "excess
parachute payment" within the meaning of Section 280G(b) of the Code, and (b)
Executive would retain more of the Total Payments (after the payment of
applicable tax liabilities imposed on the Total Payments) in the event that the
Cap (defined below) is imposed, then the amount of the Total Payments shall be
reduced until the aggregate "present value" (as that term is defined in Section
280G(d)(4) of the Code using the applicable federal rate in effect on the date
of this Agreement) of the Total Payments is such that no part of the Total
Payments constitutes an "excess parachute payment" within the meaning of Section
280G(b) of the Code (the "Cap").

      11. Exclusive Remedy. Except as expressly set forth herein or otherwise
required by law, Executive shall not be entitled to any compensation, benefits,
or other payments as a result of or in connection with the termination or
resignation of Executive's employment at any time, for any reason.

                                     7 of 9


The payments and benefits set forth in Section 4, 5 and 6 hereof shall
constitute liquidated damages and shall be Executive's sole and exclusive remedy
for any claims, causes of action or demands arising under or in connection with
this Agreement or its alleged breach, the termination or resignation of
Executive's employment relationship, or the cessation of holding an Executive
Office.

      12. Governing Law/Forum. The parties agree that any claims arising out of
or in connection with this Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, and this
Agreement shall in all respects be interpreted, enforced and governed under the
internal and domestic laws of such State, without giving effect to the
principles of conflicts of laws thereof. In addition, each of the parties, by
its or his execution hereof, hereby irrevocably submits to the exclusive
jurisdiction of the state or federal courts of Massachusetts with respect to any
claims arising out of or in connection with this Agreement and agrees not to
commence any such claims or actions other than in such courts. The prevailing
party in any action arising out of or in connection with this Agreement shall be
entitled to payment, by the other party, of the prevailing party's reasonable
expenses and attorneys' fees incurred in connection with such action.

      13. Entire Agreement. This Agreement shall constitute the sole and entire
agreement among the parties with respect to the subject matter hereof, and
supersedes and cancels all prior, concurrent and/or contemporaneous
arrangements, understandings, promises, programs, policies, plans, practices,
offers, agreements and/or discussions, whether written or oral, by or among the
parties regarding the subject matter hereof, including, but not limited to,
those constituting or concerning employment agreements, change in control
benefits and/or severance benefits; provided, however, that this Agreement is
not intended to, and shall not, supersede, affect, limit, modify or terminate
any of the following, all of which shall remain in full force and effect in
accordance with their respective terms: (i) any written agreements, programs,
policies, plans, arrangements or practices of the Company that do not relate to
the subject matter hereof; (ii) any written stock or stock option agreements
between Executive and the Company (except as expressly modified hereby); and
(iii) any written agreements between Executive and the Company concerning
noncompetition, nonsolicitation, inventions and/or nondisclosure obligations.

      14. Successors and Assignment. Executive may not assign any rights or
delegate any duties or obligations under this Agreement. The Company will
require its respective assigns and Successors to expressly assume this Agreement
and to agree to perform hereunder in the same manner and to the same extent that
the Company would be required to perform if no such succession or assignment had
taken place. Regardless of whether such an agreement is executed, this Agreement
shall inure to the benefit of, and be binding upon, the Company's Successors and
assigns and Executive's heirs, estate, legatees, executors, administrators, and
legal representatives.

      15. Notices. All notices required hereunder shall be in writing and shall
be delivered in person, by facsimile or by certified or registered mail (or
similar means for non-U.S. addresses), return receipt requested, and shall be
effective upon receipt if by personal delivery or facsimile or three (3)
business days after mailing if sent by certified or registered mail (or similar
means for non-U.S. addresses). All notices shall be addressed as specified on
the first page of this Agreement or to such other address as the parties may
later provide in writing.

      16. Severability/Reformation. If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and
the application of such provision to any other person or circumstances shall not
be affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal. The language of all parts of this
Agreement shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against any of the parties.

                                     8 of 9


      17. Modification. This Agreement may be modified or waived only in
accordance with this Section 17. No waiver by any party of any breach by the
other or any provision hereof shall be deemed to be a waiver of any later or
other breach thereof or as a waiver of any other provision of this Agreement.
This Agreement and its terms may not be waived, changed, discharged or
terminated orally or by any course of dealing between or among the parties, but
only by a written instrument signed by the party against whom any waiver,
change, discharge or termination is sought. No modification or waiver by the
Company is effective without written consent of the Board of Directors of the
Company.

      18. Survival of Obligations and Rights. Notwithstanding anything to the
contrary in this Agreement, provisions herein shall survive the termination of
Executive's employment by the Company prior to a Change in Control, or due to an
Involuntary Termination Upon a Change in Control or a Resignation for Good
Reason Upon a Change in Control or, other expiration or termination of this
Agreement, if so provided herein or if necessary or desirable to fully
accomplish the purposes of such provisions, including the obligations and rights
contained in Sections 4 through 20 hereof.

      19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

      20. Section Headings. The descriptive section headings herein have been
inserted for convenience only and shall not be deemed to define, limit, or
otherwise affect the construction of any provision hereof.

                                     9 of 9

 

Subsidiary Legal Name		Jurisdiction of Incorporation/Formation
iRobot Securities Corporation		Massachusetts
iRobot US Holdings Inc.		Delaware
iRobot Holdings LLC.		Delaware
iRobot (India) Private Limited		India

 

	/s/ PricewaterhouseCoopers
	PricewaterhouseCoopers LLP

 

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];
	c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Colin M. Angle
	Colin M. Angle
	Chief Executive Officer

 

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];
	c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Geoffrey P. Clear
	Geoffrey P. Clear
	Chief Financial Officer

 

	1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and
	2. the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Colin M. Angle
	Colin M. Angle
	Chief Executive Officer

	/s/ Geoffrey P. Clear
	Geoffrey P. Clear
	Chief Financial Officer