| AH new options will be non-qualified stock options for federal income
tax purposes, regardless of the tax status of the exchanged stock
options; The new options will be granted under and subject to the provisions of
iRobot’s 2005 Stock Option and Incentive Plan (“2005 Plan”),
£Robot has advised me to consult with my own financial and tax
advisors as to the consequences of participating or not participating
in the Option Exchange Program, To remain eligible to tender stock options for exchange and
cancellation pursuant to the Option Exchange Program, I must remain an
Eligible Participant, as such term is defined in the Offer to
Exchange, including being employed by iRobot in the United States on
the date the new options are granted, and if I die or cease being
employed by iRobot in the United States prior to the date the new
options are granted, iRobot will not accept my tendered stock options
for cancellation; I understand that neither the ability to participate in the Option
Exchange Program nor actual participation in the Option Exchange
Program will be construed as a right to continued employment with
iRobot; In accordance with Sections 6 and 14 of the Offer to Exchange, iRobot
may terminate, modify or amend the Offer to Exchange and postpone its
acceptance and cancellation of any stock option that I have tendered
for exchange. In any such event, I understand that the stock option
tendered for exchange but not accepted will remain in effect with
their current terms and conditions. In particular, I understand that
if the proposal regarding the amendment to the 2005 Plan and the
Option Exchange Program is not approved by iRobot’s stockholders at
the Annual Meeting of Stockholders scheduled for May 28, 2009, iRobot will terminate the Option Exchange Program and will not be able
to accept any of the stock options that may have been tendered;
This election is entirely voluntary, and I am aware that I may change or withdraw my
decision to tender my stock options at any time until the Option Exchange Program expires
as described in the Instructions to this Election Form. I understand that this decision to
tender my stock options will be irrevocable at 11:59 p.m., Eastern Time, on May
29,2009, unless the Option Exchange Program is extended, I sell, assign and transfer to iRobot all right, title and interest in and to all of
the Eligible Options that I am tendering, and I agree that I shall have no further right or entitlement to
purchase any shares of iRobot’s common stock under the tendered Eligible Options on the
date iRobot accepts those option grants for exchange and cancellation. All of my obligations
under this election form will be binding upon rny heirs, personal representatives, successors
and assigns; and |
