iRobot 2009 Annual Report Download - page 122

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ITEM 9B. OTHER INFORMATION
On February 12, 2010, we entered into a Third Amendment to Credit Agreement, or the Amendment, to our
unsecured revolving credit facility with Bank of America, N.A. dated June 5, 2007. The Amendment provides for,
among other things:
• The reduction of the amount available for borrowing under the credit facility to $40 million;
• The revision of the interest rate on loans under our credit facility to, at our election, either (i) the greater of
the BBA LIBOR Daily Floating Rate or the Prime Rate of Lender plus fifty (50) basis points, or (ii) the
LIBOR rate plus 2.00%;
• The extension of the credit facility termination date to June 5, 2012;
• The deletion of the borrowing base calculation from the credit agreement;
• The addition of a minimum specified interest coverage ratio covenant; and
• The replacement of the minimum specified annual net income covenant with a minimum adjusted EBITDA
covenant.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 10.30 hereto, and is incorporated herein by reference. In connection with the
Amendment, we entered into a Second Amendment to Note to that certain Note dated June 5, 2007 executed by us in
favor of Bank of America, N.A., which is filed as Exhibit 10.31 hereto.
Our policy governing transactions in our securities by our directors, officers, and employees permits our
officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans complying
with Rule 10b5-l under the Exchange Act. We have been advised that certain of our officers and directors (including
Colin Angle, Chief Executive Officer, Joseph Dyer, President — Government and Industrial Robots Division, Glen
Weinstein, Senior Vice President, General Counsel and Secretary, and Helen Greiner, Director) of the Company
have entered into a trading plan (each a “Plan” and collectively, the “Plans”) covering periods after the date of this
Annual Report on Form 10-K in accordance with Rule 10b5-l and our policy governing transactions in our
securities. 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-l 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 our executive officers and directors who establish a trading plan in compliance with Rule 10b5-l 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 SEC. We, however, 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.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this item is incorporated herein by reference to the Company’s definitive proxy
statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange
Commission not later than 120 days after the close of the Company’s fiscal year ended January 2, 2010.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this item is incorporated herein by reference to the Company’s definitive proxy
statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange
Commission not later than 120 days after the close of the Company’s fiscal year ended January 2, 2010.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required under this item is incorporated herein by reference to the Company’s definitive proxy
statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange
Commission not later than 120 days after the close of the Company’s fiscal year ended January 2, 2010.
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