Exhibit 10.15
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated December
30, 2002 (the "Effective Date") is made between iRobot Corporation and its
affiliates, successors, assigns and duly authorized representatives ("Company"),
with an office at 00 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, and Xxxxxx X.
Xxxxxx ("Contractor"), with an office at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx,
XX 00000, for the purpose of setting forth the exclusive terms and conditions by
which Company desires to acquire Contractor's services.
In consideration of the mutual obligations specified in this Agreement,
the parties, intending to be legally bound hereby, agree to the following:
1. Services:
(a) Company hereby retains Contractor, and Contractor hereby agrees to
continue to perform for Company, certain services assigned to Contractor by
Company in Company's sole discretion, including, but not limited to,
fundraising, marketing, and technical projects (the "Services"). Contractor is
responsible for providing the necessary equipment, tools, materials and supplies
to perform the Services.
(b) Contractor agrees to keep Company updated, promptly upon Company's
request, of any progress, problems, and/or developments of which Contractor is
aware regarding the Services. Company shall have the right to require such
updates in writing from Contractor in a format specified by Company or
acceptable to Company in its sole discretion.
2. Compensation:
(a) In exchange for the full, prompt, and satisfactory performance of
all Services to be rendered to Company hereunder (not to exceed 35 hours per
month), Company shall provide Contractor, as full and complete compensation for
the Services rendered hereunder, compensation at the rate of $500.00 per hour.
Company shall pay such compensation within 30 days of approval of each invoice
from Contractor setting forth the Services performed (but Contractor will not
submit invoices more often than monthly).
(b) For a period of three (3) years starting with fiscal year 2003,
Contractor will receive an annual bonus of $66,600 ("Annual Bonus"), payable
within ninety (90) days of the close of the Company's fiscal year; provided,
however, the Annual Bonus will only be payable if Contractor has provided and
continues to be available to provide Services to the Company no less than
twenty-five (25) hours per month averaged on an annual basis.
(c) In addition to the Annual Bonus, Company hereby agrees that
Contractor will be eligible for additional compensation for specific projects.
Such additional compensation, and whether Contractor is eligible for same, will
be determined and awarded at Company's Board of Directors' sole discretion.
(d) The Company will, upon substantiation thereof, reimburse the
Contractor for all reasonable expenses required in the ordinary course of
business and incurred by the Contractor in connection with the Company's
business affairs. The Contractor must regularly submit, to the Treasurer of the
Company, a statement of these expenses and will comply with such other
accounting and reporting requirements as the Company may from time to time
establish.
(e) Contractor shall not be entitled to receive any other compensation
or any benefits from Company (except as expressly set forth herein). Except as
otherwise required by law, Company shall not withhold any sums or payments made
to Contractor for social security or other federal, state or local tax
liabilities or contributions, and all withholdings, liabilities, and
contributions shall be solely Contractor's responsibility. Further, Contractor
understands and agrees that the Services are not covered under the unemployment
compensation laws and are not intended to be covered by workers' compensation
law.
3. Confidentiality and Nondisclosure. In consideration and as a
condition of the Contractor's continuing relationship with iRobot and/or by
companies which it owns, controls, or is affiliated with, or their successors in
business (for purposes of this Section 3 only, the "Company"), and the
compensation paid for Contractor's Services, the Contractor agrees:
(a) Except as deemed necessary by the Contractor to perform the
Services hereunder, (i) to keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except for
the benefit of the Company, at any time either during or subsequent to the
Contractor's relationship with the Company, any trade secrets, confidential
information, knowledge, data, or other information of the Company relating to
products, processes, know-how, designs, customer lists, business plans,
marketing plans and strategies, and pricing strategies or any subject matter
pertaining to any business of the Company or any of its clients, licensees or
affiliates, which the Contractor may produce, obtain or otherwise acquire during
the course of his relationship with the Company, except as herein provided and
(ii) not to deliver, reproduce or in any way allow any such trade secrets,
confidential information, knowledge, data or other information, or any
documentation relating thereto, to be delivered or used by any third parties
without specific direction or consent of a duly authorized representative of the
Company.
(b) In the event of termination of the Contractor's relationship with
the Company for any reason whatsoever, (i) to surrender and deliver to the
Company promptly all records, materials, equipment, drawings and data of any
nature pertaining to any invention or confidential information of the Company or
to the Contractor's engagement with the Company, and the Contractor will not
take with him any description containing or pertaining to any confidential
information, knowledge or data of the Company which the Contractor may produce
or obtain during the course of performing the Services and (ii) to sign and
deliver a "Termination Certificate" in the form attached as Exhibit A.
(c) To keep and maintain adequate and current written records of all
sales and customer transactions, which records shall be available to and remain
the sole property of the Company at all times.
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4. Further Assurances: During the term of this Agreement and for a
period of one (1) year after the termination of this Agreement for Section 4(a)
and two (2) years after the termination of this Agreement for Sections 4(b) and
4(c), the Contractor shall not, without the Company's prior written consent,
which shall not be unreasonably withheld, directly or indirectly:
(a) as an individual proprietor, partner, stockholder, officer,
employee, consultant, director, joint venturer, saver, lender, or in any other
capacity whatsoever (other than as a holder of not more than 5% of the total
outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling products or services similar to
products or services in the Robotics Industry (as defined herein), provided,
however, that the Contractor may provide, subject to Section 3 of this
Agreement, services to educational or research organizations that do not compete
with the Company or develop, produce, market or sell products or services that
compete with the Company's products or services. For purposes of this Agreement,
the Robotics Industry shall be defined as those areas of business where embedded
control, mechanical actuators, sensors and artificial intelligence are combined
together to create value.
(b) recruit, solicit or induce, or attempt to induce, any employee,
consultant or agent of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company after cessation of the
Contractor's relationship with the Company; or
(c) solicit, divert or take away, or attempt to divert or take away,
the business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of the Company which were contacted,
solicited or served by the Contractor during the term of this Agreement.
5. Indemnification/Release:
(a) Contractor agrees to take all necessary precautions to prevent
injury to any persons (including employees of Company) or damage to property
(including Company's property) during the term of this Agreement, and shall
indemnify, defend and hold harmless Company, its officers, directors,
stockholders, employees, representatives and/or agents from any claim,
liability, loss, cost, damage, judgment, settlement or expense (including
reasonable attorney's fees) resulting from or arising in any way out of injury
(including death) to any person or damage to property arising in any way out of
any act, error, omission or negligence on the part of Contractor in the
performance or failure to fulfill any Services or obligations under this
Agreement.
(b) Contractor further agrees that any breach of this Agreement by
Contractor will cause irreparable harm to Company and that in the event of such
breach or threatened breach, Company shall have, in addition to any and all
remedies of law and those remedies stated in this Agreement, the right to an
injunction or other equitable relief to prevent the violation of Contractor's
obligations hereunder.
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(c) Contractor agrees to indemnify and hold Company harmless from and
against any and all claims, demands, liabilities, damages, costs, or expenses
(including without limitation attorney's fees, back wages, liquidated damages,
penalties or interest) resulting from Company's failure to withhold, or pay any
and all federal or state taxes required to be withheld or paid by employers or
employees, including, without limitation, and any and all income tax, social
security, and F.U.T.A. taxes.
6. Termination:
(a) This Agreement shall be effective on the date hereof and shall
continue until terminated by either party upon sixty (60) days' written notice.
In the event of termination, Contractor shall ensure, upon request, that he will
perform such work as may be requested to complete and/or transfer work in
process to Company or to a party designated by Company. Contractor shall be
compensated at the rate specified in Section 2(a) for such services.
(b) Contractor also shall be entitled to a pay out upon termination of
this Agreement, provided that Contractor executes a comprehensive release
agreement in Company's (and its officers, directors, stockholders, employees,
representatives and/or agents) favor containing a mutual release provision and
agrees to comply with all of his obligations that survive the termination of his
assignment and this Agreement. This pay out will equal to twelve months of
Contractor's pay at the aggregate monthly rate as of the last complete month
during which the Contractor provided Services to Company hereunder prior to
termination of this Agreement. This termination pay out will be paid in equal
monthly installments over the pay out period.
(c) In addition to any payments made under Section 6(b) and
notwithstanding Section 2(b), Contractor also shall be entitled to a one-time
bonus payment upon termination of this Agreement, provided that Contractor
executes a comprehensive release agreement in Company's (and its officers,
directors, stockholders, employees, representatives and/or agents) favor
containing a mutual release provision and agrees to comply with all of his
obligations that survive the termination of his assignment and this Agreement.
This bonus payment will equal: $133,200, if the Contractor is terminated during
fiscal year 2004; $66,600, if the Contractor is terminated during fiscal year
2005; and there will be no bonus payment if termination occurs thereafter.
7. Independent Contractor:
(a) Company and Contractor expressly agree and understand that
Contractor is an independent contractor and nothing in this Agreement nor the
Services rendered hereunder is meant, or shall be construed in any way or
manner, to create between them a relationship of employer and employee,
principal and agent, partners, joint employers or any other relationship other
than that of independent parties contracting with each other solely for the
purpose of carrying out the provisions of the Agreement. Contractor is not
Company's agent and, except as expressly authorized (after the date hereof) by
Company in writing, is not authorized and shall not have the power or authority
to bind Company or incur any liability or obligation, or act on Company's
behalf. Without Company's prior written consent, at no time shall Contractor
represent that he is an agent of Company, or that any of the views, advice,
statements and/or
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information that may be provided while performing the Services are those of
Company.
(b) While Company is entitled to provide Contractor with general
guidance to assist Contractor in completing the scope of work to Company's
satisfaction, Contractor is ultimately responsible for directing and controlling
the performance of the task and the scope of work, in accordance with the terms
and conditions of this Agreement. Contractor shall use his best efforts, energy
and skill in his own name and in such manner as he sees fit.
8. General:
(a) This Agreement does not create an obligation on Company to continue
to retain Contractor except as set forth herein. This Agreement may not be
changed unless mutually agreed upon in writing by both Contractor and Company.
Sections 3, 4, 5, 6, 7 and 8 shall survive the termination of this Agreement
regardless of the manner of such termination. Any waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of such provision or any other provision hereof.
(b) Contractor hereby agrees that each provision herein shall be
treated as a separate and independent clause, and the unenforceability of any
one clause shall in no way impair the enforceability of any of the other clauses
herein. Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity,
subject or otherwise so as to be unenforceable at law, such provision or
provisions shall be construed by the appropriate judicial body by limited or
reducing it or them, so as to be enforceable to the maximum extent compatible
with the applicable law as it shall then appear.
(c) Company shall have the right to assign this Agreement to its
successors and assigns and this Agreement shall inure to the benefit of and be
enforceable by said successors or assigns. Contractor may not assign this
Agreement or any rights or obligations hereunder without Company's prior written
consent. This Agreement shall be binding upon Contractor's heirs, executors,
administrators and legal representatives. This Agreement and all aspects of the
relationship between the parties hereto shall be construed and enforced in
accordance with and governed by the internal laws of the Commonwealth of
Massachusetts without regard to its conflict of laws provisions. Moreover, the
parties hereby irrevocably submit to the exclusive jurisdiction of the state or
federal courts of the Commonwealth of Massachusetts for the purpose of any claim
or action arising out of or based upon this Agreement and agree not to commence
any such claim or action other than in the above-named courts.
(d) This Agreement contains the entire agreement between the parties
hereto with respect to the engagement of Contractor by Company herein, except
for the November 12, 1998 letter agreement between Contractor and Company's
predecessor, IS Robotics Corporation, which shall remain in full force and
effect in accordance with its terms and to the extent that it is not in conflict
with the terms of this Agreement. All other negotiations and agreements (written
or oral) between the parties are superseded by this Agreement, including,
without limitation, the agreement, dated as of January 1, 1997, by and between
Company's predecessor (IS Robotics Corporation) and Contractor, and there are no
representations, warranties, understandings or agreements other than those
expressly set forth herein. The language of all parts of this
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Agreement will in all cases be construed as a whole in accordance with its fair
meaning and not strictly for or against either party hereto.
(e) All notices provided for in this Agreement shall not be given in
writing and shall be effective when either served by hand delivery, electronic
facsimile transmission, express overnight courier service, or by registered or
certified mail, return receipt requested, addressed to the parties at their
respective addresses as set forth at the beginning of this Agreement, or to such
other address or addresses as either party may later specify by written notice
to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Independent
Contractor Agreement under seal as of the date first above written.
iROBOT CORPORATION
/s/ XXXXXX X. XXXXXX By: /s/ XXXXX XXXXXXX
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Xxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx
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EXHIBIT A
TERMINATION CERTIFICATE
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