iRobot 2005 Annual Report Download - page 81

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with accountants on accounting or financial disclosure matters during
our two most recent fiscal years.
ITEM 9A. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the
end of the period covered by this report were effective in ensuring that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's rules and forms. We believe
that a control system, no matter how well designed and operated, cannot provide absolute assurance that the
objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been detected.
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the
Exchange Act) that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Our policy governing transactions in our securities by directors, officers and employees permits our
officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended. Generally, under these trading plans, the individual
relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under
these plans may occur at any time, including possibly before, simultaneously with, or immediately after
significant events involving our company. We anticipate that, as permitted by Rule 10b5-1 and our policy
governing transactions in our securities, some or all of our officers, directors and employees may establish
trading plans in the future. We intend to disclose the names of executive officers and directors who establish a
trading plan in compliance with Rule 10b5-1 and the requirements of our policy governing transactions in our
securities in our future quarterly and annual reports on Form 10-Q and 10-K filed with the Securities and
Exchange Commission. However, we undertake no obligation to update or revise the information provided
herein, including for revision or termination of an established trading plan, other than in such quarterly and
annual reports.
On March 15, 2006 and on March 16, 2006, we entered into Executive Agreements with each of the
following executive officers: Helen Greiner, Chairman of the Board; Colin Angle, Chief Executive Officer and
Director; Geoffrey P. Clear, Senior Vice President, Chief Financial Officer and Treasurer; Joseph W. Dyer,
Executive Vice President and General Manager; Gregory F. White, Executive Vice President and General
Manager; Glen D. Weinstein, Senior Vice President, General Counsel and Secretary; Gerald C. Kent, Jr.,
Vice President and Controller. The Executive Agreements provide for severance payments equal to 50% of
such officer's annual base salary, as well as certain continued health benefits, in the event that we terminate
his or her employment other than for cause. In addition, these executive agreements provide that if we
experience a change in control and the employment of such officer is terminated without cause, or if such
officer terminates his or her employment for certain reasons including a substantial reduction in salary or
bonus or geographic movement during the one-year period following the change in control, then all unvested
stock options held by such officer become fully-vested and immediately exercisable and such officer is entitled
to severance payments equal to 100% of his or her annual base salary and 50% of such officer's annual bonus,
as well as certain continued health benefits. The agreements also provide that all options granted to each
officer under our Amended and Restated 1994 Stock Plan, our Amended and Restated 2001 Special Stock
Option Plan, our Amended and Restated 2004 Stock Option and Incentive Plan and our 2005 Stock Option
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