**EXHIBIT 10.1**
**ANIMAS CORPORATION**
**2004 EQUITY INCENTIVE PLAN****INCENTIVE STOCK OPTION GRANT**
     This STOCK OPTION GRANT, dated as of    , 2004 (the “***Date ofGrant***”), is delivered by ANIMAS CORPORATION (the “***Company***”) to   (the “***Grantee***”).
RECITALS
     The Animas Corporation 2004 Equity Incentive Plan (the “***Plan***”) providesfor the grant of options to purchase shares of common stock of the Company.The Board of Directors of the Company (the “***Board***”) has decided to make a stockoption grant as an inducement for the Grantee to promote the best interests ofthe Company and its shareholders, and provide the Grantee with an opportunityto share in the growth and value of the Company. A copy of the Plan isattached.
     The Board is authorized to appoint a committee to administer the Plan. Ifa committee is appointed, all references in this Agreement to the “Board” shallbe deemed to refer to the committee.
     NOW, THEREFORE, the parties to this Agreement, intending to be legallybound hereby, agree as follows:
     1. Grant of Option.
          (a) Subject to the terms and conditions set forth in this Agreement and inthe Plan, the Company hereby grants to the Grantee an incentive stock option(the “***Option***”) to purchase **   **shares of common stock of the Company(“***Shares***”) at an exercise price of $  per Share. The Option shall becomeexercisable according to Paragraph 2 below.
          (b) The Option is designated as an incentive stock option, as described inParagraph 5 below. However, if and to the extent the Option exceeds the limitsfor an incentive stock option (as described in Paragraph 5) or otherwise failsto meet the requirements of Code Section 422, the option shall be anonqualified stock option.
     2. Exercisability of Option. The Option shall become exercisable on thefollowing date(s), if the Grantee is employed by, or providing service to, theCompany on the applicable date:
 

 
     **Date** **Shares for Which Option is Exercisable**  [1st Anniversary of Date of Hire]   [2nd Anniversary of Date of Hire]   [3rd Anniversary of Date of Hire]   [4th Anniversary of Date of Hire]   [5th Anniversary of Date of Hire]   
The exercisability of the Option is cumulative.
     3. Term of Option.
          (a) The Option shall have a term of ten years from the Date of Grant andshall terminate at the expiration of that period ([Insert Date 10 Years fromDate of Grant]) unless it is terminated at an earlier date pursuant to theprovisions of this Agreement or the Plan.
          (b) The Option shall automatically terminate upon the happening of thefirst of the following events:
               (i) The expiration of the 90-day period after the Grantee ceases to beemployed by, or provide service to, the Company, if the termination is for anyreason other than Disability (as defined in the Plan), death or Cause (asdefined in the Plan).
               (ii) The expiration of the two-year period after the Grantee ceases to beemployed by, or provide service to, the Company on account of the Grantee’sDisability.
               (iii) The expiration of the two-year period after the Grantee ceases to beemployed by, or provide service to, the Company, if the Grantee dies whileemployed by, or providing service to, the Company or within 90 days after theGrantee ceases to be so employed or provide services on account of atermination described in subparagraph (i) above.
               (iv) The date on which the Grantee ceases to be employed by, or provideservice to, the Company for Cause. In addition, notwithstanding the priorprovisions of this Paragraph 3, if the Grantee engages in conduct thatconstitutes Cause after the Grantee’s employment or service terminates, theOption shall terminate immediately and automatically.
               (v) Notwithstanding the foregoing, in no event may the Option be exercisedafter the date set forth in Paragraph 3(a). Any portion of theOption that is not exercisable at the time the Grantee ceases to be employed by,or provide service to, the Company shall terminate
2

 

immediately andautomatically.
     4. Exercise Procedures.
          (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee mayexercise part or all of the exercisable Option by giving the Board writtennotice of intent to exercise in the manner provided in this Agreement,specifying the number of Shares as to which the Option is to be exercised.
          (b) On the delivery date, the Grantee shall pay the exercise price (i) incash, (ii) with the approval of the Board, by delivering Shares of the Companywhich shall be valued at their fair market value on the date of delivery, or(iii) by such other method as the Board may approve, including payment througha broker in accordance with procedures permitted by Regulation T of the FederalReserve Board. The Board may impose from time to time such limitations, as itdeems appropriate on the use of Shares of the Company to exercise the Option.
          (c) The Company may require that the Grantee (or other person exercisingthe Option after the Grantee’s death) represent that the Grantee is purchasingShares for the Grantee’s own account and not with a view to or for sale inconnection with any distribution of the Shares, or such other representation asthe Board deems appropriate.
          (d) The Company may from time to time impose any conditions on theexercise of the Option as it reasonably deems necessary or advisable to ensurethat all rights granted under the Plan satisfy the requirements of theSecurities and Exchange Commission Rule 16b-3 or any successor rule.
          (e) The Grantee acknowledges and agrees to execute any shareholder’sagreement that may be applicable to holders of Shares under the Plan generallyand restricts the Grantee’s rights in the Shares acquired under the Plan, in aform that the Company provides at any time on or after the exercise of thisOption and as may be amended by the Company in its sole discretion from time totime.
          (f) All obligations of the Company under this Agreement shall be subjectto the rights of the Company as set forth in the Plan to withhold amountsrequired to be withheld for any taxes, if applicable. Subject to Boardapproval, the Grantee may elect to satisfy any income tax withholdingobligation of the Company with respect to the Option by having Shares withheldup to an amount that does not exceed the applicable withholding tax rate forfederal (including FICA), state and local tax liabilities.
          (g) The obligation of the Company to deliver Shares upon exercise of theOption shall be subject to all applicable laws, rules, and regulations and suchapprovals by governmental agencies as may be deemed appropriate by the Board,including such actions as Company counsel shall deem necessary or appropriateto comply with relevant securities laws and regulations.
3

 

     5. Designation as Incentive Stock Option.
          (a) This Option is designated an incentive stock option under Section 422of the Internal Revenue Code of 1986, as amended (the “***Code***”). If theaggregate fair market value of the stock on the date of the grant with respectto which incentive stock options are exercisable for the first time by theGrantee during any calendar year, under the Plan or any other stock option planof the Company or a parent or subsidiary, exceeds $100,000, then the Option, asto the excess, shall be treated as a nonqualified stock option that does notmeet the requirements of Section 422. If and to the extent that the Optionfails to qualify as an incentive stock option under the Code, the Option shallremain outstanding according to its terms as a nonqualified stock option.
          (b) The Grantee understands that favorable incentive stock option taxtreatment is available only if the Option is exercised while the Grantee is anemployee of the Company or a parent or subsidiary or within a time specified inthe Code after the Grantee ceases to be an employee. The Grantee shouldconsult with his or her tax adviser regarding the tax consequences of theOption.
     6. Change of Control. The provisions of the Plan applicable to a Changeof Control shall apply to the Option, and, in the event of a Change of Control,the Board may take such actions, as it deems appropriate pursuant to the Plan.
     7. Restrictions on Exercise. Only the Grantee may exercise the Optionduring the Grantee’s lifetime. After the Grantee’s death, the Option shall beexercisable (subject to the limitations specified in the Plan) solely by thelegal representatives of the Grantee, or by the person who acquires the rightto exercise the Option by will or by the laws of descent and distribution, tothe extent that the Option is exercisable pursuant to this Agreement.
     8. Grant Subject to Plan Provisions. This grant is made pursuant to thePlan, the terms of which are incorporated herein by reference, and in allrespects shall be interpreted in accordance with the Plan. The grant andexercise of the option are subject to the provisions of the Plan and tointerpretations, regulations and determinations concerning the Plan establishedfrom time to time by the Board in accordance with the provisions of the Plan,including, but not limited to, provisions pertaining to (i) rights andobligations with respect to withholding taxes, (ii) the registration,qualification or listing of the Shares, (iii) changes in capitalization of theCompany and (iv) other requirements of applicable law. The Board shall havethe authority to interpret and construe the Option pursuant to the terms of thePlan, and its decisions shall be conclusive as to any questions arisinghereunder.
     9. No Employment or Other Rights. The grant of the Option shall notconfer upon the Grantee any right to be retained by or in the employ or serviceof the Company and shall not interfere in any way with the right of the Companyto terminate the Grantee’s employment or service at any time. The right of theCompany to terminate at will the Grantee’s employment or service at any timefor any reason is specifically reserved.
4

 

     10. No Shareholder Rights. Neither the Grantee, nor any person entitledto exercise the Grantee’s rights in the event of the Grantee’s death, shallhave any of the rights and privileges of a shareholder with respect to theShares subject to the Option, until certificates for Shares have been issuedupon the exercise of the Option.
     11. Assignment and Transfers. The rights and interests of the Granteeunder this Agreement may not be sold, assigned, encumbered or otherwisetransferred except, in the event of the death of the Grantee, by will or by thelaws of descent and distribution. In the event of any attempt by the Granteeto alienate, assign, pledge, hypothecate, or otherwise dispose of the Option orany right hereunder, except as provided for in this Agreement, or in the eventof the levy or any attachment, execution or similar process upon the rights orinterests hereby conferred, the Company may terminate the Option by notice tothe Grantee, and the Option and all rights hereunder shall thereupon becomenull and void. The rights and protections of the Company hereunder shallextend to any successors or assigns of the Company and to the Company’sparents, subsidiaries, and affiliates. This Agreement may be assigned by theCompany without the Grantee’s consent.
     12. Applicable Law. The validity, construction, interpretation and effectof this instrument shall be governed by and construed in accordance with thelaws of the State of Delaware, without giving effect to the conflicts of lawsprovisions thereof.
     13. Notice. Any notice to the Company provided for in this instrumentshall be addressed to the Company in care of the President at 200 LawrenceDrive, West Chester, PA 19380, and any notice to the Grantee shall be addressedto such Grantee at the current address shown on the payroll of the Company, orto such other address as the Grantee may designate to the Company in writing.Any notice shall be delivered by hand, sent by telecopy or enclosed in aproperly sealed envelope addressed as stated above, registered and deposited,postage prepaid, in a post office regularly maintained by the United StatesPostal Service.
     14. Disposition of Stock. The Grantee agrees to notify the Company inwriting, within 30 days of any disposition (whether by sale, exchange, gift orotherwise) of any Shares purchased under this Agreement, within two years fromthe Grant Date or within one year of the transfer of such Shares to theGrantee.
     15. Amendment. Subject to the provisions of the Plan, this Agreement maybe amended at any time by the Company or its delegate; provided, however, thatany modification or amendment of this Agreement which adversely affects theGrantee shall require the written consent of the Grantee.
     16. Entire Agreement. This Agreement, together with the Plan and theother exhibits attached thereto or hereto, represents the entire agreementbetween the parties hereto relating to the subject matter hereof, and mergesand supersedes all prior and contemporaneous discussions, agreements andunderstandings of every nature relating to the award of Options to Grantee bythe Company.
5

 

     IN WITNESS WHEREOF, the Company has caused its duly authorized officers toexecute and attest this Agreement, and the Grantee has executed this Agreement,effective as of the Date of Grant.         ANIMAS CORPORATION        By:          Name:          Title:         
6