iRobot 2014 Annual Report Download - page 71

B-3
3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and
exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be
elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they
severally hold office, into three classes, as nearly equal in number as reasonably possible. The initial Class I Directors of the
Corporation shall be Colin M. Angle and Ronald Chwang; the initial Class II Directors of the Corporation shall be Helen Greiner,
George C. McNamee and Peter Meekin; and the initial Class III Directors of the Corporation shall be Rodney A. Brooks, Andrea
Geisser and Jacques S. Gansler. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be
held in 2006, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2007, and
the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2008. At each annual
meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to
each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.
Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one
or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such
series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto.
4. Vacancies. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect
Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however
occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in
accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until
his or her earlier resignation, death or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred
Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3
hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided,
however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in
the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of
Directors until the vacancy is filled.
5. Removal. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to
remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors
to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the
holders of 75% or moremajority of the shares then entitled to vote at an election of Directors. At least forty-five (45) days prior to
any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal
and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting.
ARTICLE VII
LIMITATION OF LIABILITY
A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the
DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended.
Any repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the
DGCL, shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or
omissions occurring before such repeal or modification of a person serving as a Director at the time of such repeal or modification.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Proxy Statement