exv10w2






Exhibit 10.2




NON-QUALIFIED STOCK OPTION AGREEMENT




Name of Optionee: Peter Devlin

No. of Option Shares: 180,000

Option Exercise Price per Share: $8.30




Grant Date: August 17, 2009

Expiration Date: August 17, 2019




     Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the
“Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $.001 per share (the “Stock”) of the Company specified
above at the Option Exercise Price per Share specified above. This Stock Option is not intended to
be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.



     1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 hereof) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of
Option Shares on the dates indicated:



	 	 	 	 	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable	 	Exercisability Date
	45,000

	 	 	(25	%)	 	8/17/2010
	11,250

	 	 	(6.25	%)	 	11/17/2010
	11,250

	 	 	(6.25	%)	 	2/17/2011
	11,250

	 	 	(6.25	%)	 	5/17/2011
	11,250

	 	 	(6.25	%)	 	8/17/2011
	11,250

	 	 	(6.25	%)	 	11/17/2011
	11,250

	 	 	(6.25	%)	 	2/17/2012
	11,250

	 	 	(6.25	%)	 	5/17/2012
	11,250

	 	 	(6.25	%)	 	8/17/2012
	11,250

	 	 	(6.25	%)	 	11/17/2012
	11,250

	 	 	(6.25	%)	 	2/17/2013
	11,250

	 	 	(6.25	%)	 	5/17/2013
	11,250

	 	 	(6.25	%)	 	8/17/2013






 









 






     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof.



     2. Administration.



          (a) Administration of Grant. The Company’s rights and obligations under this
Agreement shall be administered by the Compensation Committee (the “Administrator”) of the
Company’s Board.




          (b) Powers of Administrator. The Administrator shall have the following power and
authority:





          (i) to modify from time to time the terms and conditions of this Stock Option,
including the right to accelerate at any time the exercisability or vesting of all or any
portion of this Stock Option, subject to the agreement of the Optionee, and further subject
to the approval by the Company’s stockholders with respect to any material amendment hereof;
and




          (ii) to interpret the terms and provisions of this Stock Option and to decide all
disputes arising in connection herewith.



     [Notwithstanding the foregoing, the Administrator may only accelerate, waive or lapse the
vesting restrictions applicable to this Stock Option upon (i) the Optionee’s death, disability or
retirement or (ii) a change of control of the Company; provided that the foregoing will not limit
the power and authority of the Administrator to enter into an employment agreement or other
severance agreement or program outside of the terms of this Stock Option that provides for the
automatic acceleration, waiver or lapse of any vesting restrictions set forth herein upon the
termination of the Optionee’s employment or other service relationship with the Company, provided
that such agreement or program is not entered into in connection with such termination.]



     All decisions and interpretations of the Administrator shall be binding on the parties hereto.



     3. Recapitalizations; Mergers and Sales.



          (a) Changes in Stock. Subject to Section 3(b) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Company’s capital stock, the outstanding shares of the
Company’s Stock are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or additional shares or new or different shares or other




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securities of the Company or other non-cash assets are distributed with respect to such shares of
Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or
substantially all of the assets of the Company, the outstanding shares of Stock are converted into
or exchanged for securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the number
of Option Shares and (ii) the Option Exercise Price per Share. The Administrator shall also make
such equitable or proportionate adjustments in the number of Option Shares and the Option Exercise
Price per Share to take into consideration cash dividends paid other than in the ordinary course or
any other extraordinary corporate event. The adjustment by the Administrator shall be final,
binding and conclusive. No fractional shares of Stock shall be issued hereunder resulting from any
such adjustment, but the Administrator in its discretion may make a cash payment in lieu of
fractional shares.




          (b) Mergers and Other Transactions. In the case of and subject to the consummation of
a Sale Event as hereinafter defined, the portion of this Stock Option that is not exercisable
immediately prior to the effective time of the Sale Event shall become fully exercisable as of the
effective time of the Sale Event, unless the parties to the Sale Event agree that this Stock
Option, together with all other outstanding stock options theretofore granted by the Company, will
be assumed or continued by the successor entity.




     Upon the effective time of the Sale Event, this Stock Option shall terminate, unless provision
is made in connection with the Sale Event in the sole discretion of the parties thereto for its
assumption and continuation by the successor entity, or the substitution of a new stock option
issued by the successor entity or parent thereof, with appropriate adjustment as to the number and
kind of shares and, if appropriate, the per share exercise price, as such parties shall agree
(after taking into account any acceleration hereunder). In the event of such termination, (i) the
Company shall have the option (in its sole discretion) to make or provide for a cash payment to the
Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A)
the Sale Price multiplied by the number of Option Shares (to the extent then exercisable (after
taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B)
the aggregate exercise price of this Stock Option; or (ii) the Optionee shall be permitted, within
a specified period of time prior to the consummation of the Sale Event as determined by the
Administrator, to exercise fully this Stock Option.



          (c) Substitute Awards. The Administrator may grant Awards in substitution for this
Stock Option in connection with the merger or consolidation of the Company. The Administrator may
direct that the substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances.




     4. Exercise of Stock Option.



          (a) Manner of Exercise. This Stock Option may be exercised in whole or in part, by
giving written or electronic notice of exercise to the Company, specifying the number of shares to
be purchased. Payment of the purchase price may be made by one or more of the following methods:



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          (i) In cash, by certified or bank check or other instrument acceptable to the
Administrator;




          (ii) Through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to restrictions under any Company plan. Such surrendered
            shares shall be valued at Fair Market Value on the exercise date. To the extent required to
avoid variable accounting treatment under FAS 123R or other applicable accounting rules,
such surrendered shares shall have been owned by the Optionee for at least six months; or




          (iii) By the Optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the Company cash
or a check payable and acceptable to the Company for the purchase price; provided that in
the event the Optionee chooses to pay the purchase price as so provided, the Optionee and
the broker shall comply with such procedures and enter into such agreements of indemnity and
other agreements as the Administrator shall prescribe as a condition of such payment
procedure.


Payment instruments will be received subject to collection. The transfer to the Optionee on the
records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to
the exercise of this Stock Option will be contingent upon receipt from the Optionee (or a purchaser
acting in his stead in accordance herewith) by the Company of the full purchase price for such
shares and the fulfillment of any applicable provisions of laws (including the satisfaction of any
withholding taxes that the Company is obligated to withhold with respect to the Optionee). In the
event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through
the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise
of this Stock Option shall be net of the number of shares attested to. In the event that the
Company establishes, for itself or using the services of a third party, an automated system for the
exercise of stock options, such as a system using an internet website or interactive voice
response, then the paperless exercise of stock options may be permitted through the use of such an
automated system.




          (b) Issuance of Shares. The shares of Stock purchased upon exercise of this Stock
Option shall be transferred to the Optionee on the records of the Company or of the transfer agent
upon compliance to the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements hereof. The
determination of the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Stock subject to this Stock Option unless and until this
Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer
agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such
shares of Stock.




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          (c) Minimum Exercise. The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of shares subject to
exercise under this Stock Option at the time.




          (d) Expiration of Stock Option. Notwithstanding any other provision hereof, no
portion of this Stock Option shall be exercisable after the Expiration Date hereof.




     5. Termination of Employment. If the Optionee’s employment by the Company is
terminated, the period within which to exercise the Stock Option may be subject to earlier
termination as set forth below.



          (a) Termination Due to Death. If the Optionee’s employment terminates by reason of
the Optionee’s death, any portion of this Stock Option outstanding on such date shall become fully
exercisable and may thereafter be exercised by the Optionee’s legal representative or legatee for a
period of 12 months from the date of death or until the Expiration Date, if earlier.




          (b) Termination Due to Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option
outstanding on such date shall become fully exercisable and may thereafter be exercised by the
Optionee for a period of 12 months from the date of termination or until the Expiration Date, if
earlier.




          (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate immediately and be of no
further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an
employment agreement between the Company and the Optionee, conduct involving one or more of the
following: (i) the substantial and continuing failure of the Optionee, after notice thereof, to
render services to the Company in accordance with the terms or requirements of his or her agreement
or arrangement; (ii) Optionee’s disloyalty, gross negligence, willful misconduct, dishonesty or
fraud upon the Company; (iii) Optionee’s breach of his agreement with the Company, which results
in direct or indirect loss, damage or injury to the Company; (iv) Optionee’s unauthorized
disclosure of any trade secret or confidential information of the Company; or (v) Optionee’s
commission of an act which induces any customer or supplier to breach a contract with the Company.




          (d) Other Termination. If the Optionee’s employment terminates for any reason other
than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by
the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to
the extent exercisable on the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of termination shall terminate immediately and be of no further force or
effect.




     The Administrator’s determination of the reason for termination of the Optionee’s employment
shall be conclusive and binding on the Optionee and his representatives or legatees.



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     6. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.



     7. Tax Withholding. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Optionee may
elect to have the minimum required tax withholding obligation satisfied, in whole or in part, by
authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding amount due.



     8. No Obligation to Continue Employment. The Company is not obligated by or as a
result of this Agreement to continue the Optionee in employment and this Agreement shall not
interfere in any way with the right of the Company to terminate the employment of the Optionee at
any time.



     9. Delivery of Stock Certificates. Stock certificates issuable upon exercise of this
Stock Option shall be deemed delivered for all purposes when the Company or a stock transfer agent
of the Company shall have mailed such certificates in the United States mail, addressed to the
Optionee, at the Optionee’s last known address on file with the Company. Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of this Stock Option, unless and until the
Board has determined, with advice of counsel (to the extent the Board deems such advice necessary
or advisable), that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates
delivered upon exercise hereof shall be subject to any stop-transfer orders and other restrictions
as the Administrator deems necessary or advisable to comply with federal, state or foreign
jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed,
quoted or traded. The Administrator may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the
Board may require that an individual make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems necessary or advisable in order to comply
with any such laws, regulations, or requirements. Any exercise of this Stock Option pursuant to
Section 4(a)(iii) hereof shall be subject to the terms of the Company’s insider trading policy and
procedures, as in effect from time to time.



     10. Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to
prepare an accounting restatement due to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the securities laws, then the
Optionee shall reimburse the Company for the amount of any Award received by such individual
with respect to this Stock Option during the 12-month period following the first public issuance



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or
filing with the United States Securities and Exchange Commission, as the case may be, of the
financial document embodying such financial reporting requirement.




     11. Definitions. The following terms shall be defined as set forth below:



     “Award” or “Awards,”shall include Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-based Awards, Performance Share Awards and Dividend Equivalent Rights granted under the
Company’s Amended and Restated 2007 Stock Option and Incentive Plan.



     “Board” means the Board of Directors of the Company.



     “Fair Market Value” of the Stock on any given date means the fair market value of the Stock
determined in good faith by the Administrator; provided, however, that if the Stock is listed on
the NASDAQ Global Market or another national securities exchange, the determination shall be made
by reference to market quotations. If there are no market quotations for such date, the
determination shall be made by reference to the last date preceding such date for which there are
market quotations.



     “Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company
on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or
consolidation in which the outstanding shares of Stock are converted into or exchanged for
securities of the successor entity and the holders of the Company’s outstanding voting power
immediately prior to such transaction do not own a majority of the outstanding voting power of the
successor entity immediately upon completion of such transaction, or (iii) the sale of all of the
Stock of the Company to an unrelated person or entity.



     “Sale Price” means the value as determined by the Administrator of the consideration payable,
or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.



     12. Governing Law. This Non-Qualified Stock Option Agreement and actions taken
thereunder shall be governed by, and construed in accordance with, the laws of the State of
Delaware, applied without regard to conflict of law principles.



     13. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	INSULET CORPORATION



 	 
	 	By:  	/s/ Duane DeSisto
 	 
	 	 	Title:  Chief Executive Officer 	 
	 




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