Unassociated Document


    Exhibit 10.2

      INSULET
CORPORATION

       

      AMENDED
AND RESTATED

       

      2007
EMPLOYEE STOCK PURCHASE PLAN

       

      The
purpose of the Insulet Corporation Amended and Restated 2007 Employee Stock
Purchase Plan (“the Plan”) is to provide eligible employees of Insulet
Corporation (the “Company”) and each Designated Subsidiary (as defined in
Section 11) with opportunities to purchase shares of the Company’s common stock,
par value $.001 per share (the “Common Stock”).  380,000 shares of
Common Stock in the aggregate have been approved and reserved for this
purpose.  The Plan is intended to constitute an “employee stock
purchase plan” within the meaning of Section 423(b) of the Internal Revenue
Code of 1986, as amended (the “Code”), and shall be interpreted in accordance
with that intent.

       

      1.           Administration.  The
Plan will be administered by the person or persons (the “Administrator”)
appointed by the Company’s Board of Directors (the “Board”) for such
purpose.  The Administrator has authority at any time to: (i) adopt,
alter and repeal such rules, guidelines and practices for the administration of
the Plan and for its own acts and proceedings as it shall deem advisable; (ii)
interpret the terms and provisions of the Plan; (iii) make all determinations it
deems advisable for the administration of the Plan; (iv) decide all disputes
arising in connection with the Plan; and (v) otherwise supervise the
administration of the Plan.  All interpretations and decisions of the
Administrator shall be binding on all persons, including the Company and the
Participants.  No member of the Board or individual exercising
administrative authority with respect to the Plan shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted hereunder.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.           Offerings.  The
Company will make one or more offerings to eligible employees to purchase Common
Stock under the Plan (“Offerings”).  Unless otherwise determined by
the Administrator, the initial Offering will begin on the date of the Company’s
Initial Public Offering and will end on the following December 31, 2007 (the
“Initial Offering”).  Thereafter, unless otherwise determined by the
Administrator, an Offering will begin on the first business day occurring on or
after each January 1 and July 1 and will end on the last business day occurring
on or before the following June 30 and December 31, respectively.  The
Administrator may, in its discretion, designate a different period for any
Offering, provided that no Offering shall exceed six months in duration or overlap
any other Offering.

       

      3.           Eligibility.  All
individuals classified as employees on the payroll records of the Company and
each Designated Subsidiary are eligible to participate in any one or more of the
Offerings under the Plan, provided that as of the first day of the applicable
Offering (the “Offering Date”) they are customarily employed by the Company or a
Designated Subsidiary for more than 20 hours a week and have completed at least
six concurrent months of employment immediately prior to the Offering
Date.  Notwithstanding any other provision herein, individuals who are
not contemporaneously classified as employees of the Company or a Designated
Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s
payroll system are not considered to be eligible employees of the Company or any
Designated Subsidiary and shall not be eligible to participate in the
Plan.  In the event any such individuals are reclassified as employees
of the Company or a Designated Subsidiary for any purpose, including, without
limitation, common law or statutory employees, by any action of any third party,
including, without limitation, any government agency, or as a result of any
private lawsuit, action or administrative proceeding, such individuals shall,
notwithstanding such reclassification, remain ineligible for
participation.  Notwithstanding the foregoing, the exclusive means for
individuals who are not contemporaneously classified as employees of the Company
or a Designated Subsidiary on the Company’s or Designated Subsidiary’s payroll
system to become eligible to participate in this Plan is through an amendment to
this Plan, duly executed by the Company, which specifically renders such
individuals eligible to participate herein.


      
        
           


        

        
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      4.           Participation.

       

      (a)           Participants on Effective
Date.  Each eligible employee at the time of the Initial Public
Offering shall be deemed to be a Participant at such time.  If an
eligible employee is deemed to be a Participant pursuant to this Section 4(a),
such individual shall be deemed not to have authorized payroll deductions and
shall not purchase any Common Stock hereunder unless he or she thereafter
authorizes payroll deductions by submitting an enrollment form (in the manner
described in Section 4(c)) by the end of the Initial Offering.  If
such a Participant does not authorize payroll deductions by submitting an
enrollment form by the end of the Initial Offering, that Participant will be
deemed to have withdrawn from the Plan.

       

      (b)           Participants in Subsequent
Offerings.  An eligible employee who is not a Participant on
any Offering Date may participate in such Offering by submitting an enrollment
form to his or her appropriate payroll location at least 15 business days before
the Offering Date (or by such other deadline as shall be established by the
Administrator for the Offering).

       

      (c)           Enrollment.  The
enrollment form will (a) state the amount to be deducted from an eligible
employee’s Compensation (as defined in Section 11) per pay period,
(b) authorize the purchase of Common Stock in each Offering in accordance
with the terms of the Plan and (c) specify the exact name or names in which
shares of Common Stock purchased for such individual are to be issued pursuant
to Section 10.  An employee who does not enroll in accordance
with these procedures will be deemed to have waived the right to
participate.  Unless a Participant files a new enrollment form or
withdraws from the Plan, such Participant’s deductions and purchases will
continue at the same amount of Compensation for future Offerings, provided he or
she remains eligible.


      
        
           


        

        
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      (d)           Notwithstanding
the foregoing, participation in the Plan will neither be permitted nor be denied
contrary to the requirements of the Code.

       

      5.           Employee
Contributions.  Each eligible employee may authorize payroll
deductions at a minimum of 10 dollars ($10) per pay period up to a maximum of
10% of such employee’s Compensation for each pay period.  The
Company will maintain book accounts showing the amount of payroll deductions
made by each Participant for each Offering.  No interest will accrue
or be paid on payroll deductions.

       

      6.           Deduction
Changes.  Except in the event of a Participant increasing his
or her payroll deduction from 0 percent during the first Offering as
specified in Section 4(a) or as may be determined by the Administrator in
advance of an Offering, a Participant may not increase or decrease his or her
payroll deduction during any Offering, but may increase or decrease his or her
payroll deduction with respect to the next Offering (subject to the limitations
of Section 5) by filing a new enrollment form at least 15 business days
before the next Offering Date (or by such other deadline as shall be established
by the Administrator for the Offering).  The Administrator may, in
advance of any Offering, establish rules permitting a Participant to increase,
decrease or terminate his or her payroll deduction during an
Offering.

       

      7.           Withdrawal.  A
Participant may withdraw from participation in the Plan by delivering a written
notice of withdrawal to his or her appropriate payroll location.  The
Participant’s withdrawal will be effective as of the next business
day.  Following a Participant’s withdrawal, the Company will promptly
refund such individual’s entire account balance under the Plan to him or her
(after payment for any Common Stock purchased before the effective date of
withdrawal).  Partial withdrawals are not permitted.  Such
an employee may not begin participation again during the remainder of the
Offering, but may enroll in a subsequent Offering in accordance with
Section 4.


      
        
           


        

        
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      8.           Grant of
Options.  On each Offering Date, the Company will grant to each
eligible employee who is then a Participant in the Plan an option (“Option”) to
purchase on the last day of such Offering (the “Exercise Date”), at the Option
Price hereinafter provided for, the lowest of (a) a number of shares of
Common Stock determined by dividing such Participant’s accumulated payroll
deductions on such Exercise Date by the Option Price (as defined herein), (b)
800 shares of Common Stock, or (c) such other lesser maximum number of
shares as shall have been established by the Administrator in advance of the
Offering; provided, however, that such Option shall be subject to the
limitations set forth below.  Each Participant’s Option shall be
exercisable only to the extent of such Participant’s accumulated payroll
deductions on the Exercise Date.  The purchase price for each share
purchased under each Option (the “Option Price”) will be 85 percent of the Fair
Market Value of the Common Stock on the Exercise Date.

       

      Notwithstanding
the foregoing, no Participant may be granted an option hereunder if such
Participant, immediately after the option was granted, would be treated as
owning stock possessing 5 percent or more of the total combined voting
power or value of all classes of stock of the Company or any Parent or
Subsidiary (as defined in Section 11).  For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the Code
shall apply in determining the stock ownership of a Participant, and all stock
which the Participant has a contractual right to purchase shall be treated as
stock owned by the Participant.  In addition, no Participant may be
granted an Option which permits his or her rights to purchase stock under the
Plan, and any other employee stock purchase plan of the Company and its Parents
and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market
value of such stock (determined on the option grant date or dates) for each
calendar year in which the Option is outstanding at any time.  The
purpose of the limitation in the preceding sentence is to comply with
Section 423(b)(8) of the Code and shall be applied taking Options into
account in the order in which they were granted.

       

      
        
           


        

        
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      9.           Exercise of Option and
Purchase of Shares.  Each employee who continues to be a
Participant in the Plan on the Exercise Date shall be deemed to have exercised
his or her Option on such date and shall acquire from the Company such number of
whole shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated payroll deductions on such date will purchase at the Option Price,
subject to any other limitations contained in the Plan; provided that, with
respect to the Initial Offering, the exercise of each Option shall be
conditioned on the closing of the Company’s Initial Public Offering on or before
the Exercise Date.  Any amount remaining in a Participant’s account at
the end of an Offering solely by reason of the inability to purchase a
fractional share will be carried forward to the next Offering; any other balance
remaining in a Participant’s account at the end of an Offering will be refunded
to the Participant promptly.

       

      10.           Issuance of
Certificates.  Certificates representing shares of Common Stock
purchased under the Plan may be issued only in the name of the employee, in the
name of the employee and another person of legal age as joint tenants with
rights of survivorship, or in the name of a broker authorized by the employee to
be his, her or their, nominee for such purpose.


      
        
           


        

        
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      11.           Definitions.

       

      The term
“Compensation” means the amount of base pay, prior to salary reduction pursuant
to Sections 125, 132(f) or 401(k) of the Code, but excluding overtime,
commissions, incentive or bonus awards, allowances and reimbursements for
expenses such as relocation allowances or travel expenses, income or gains on
the exercise of Company stock options, and similar items.

       

      The term
“Designated Subsidiary” means any present or future Subsidiary (as defined
below) that has been designated by the Board to participate in the
Plan.  The Board may so designate any Subsidiary, or revoke any such
designation, at any time and from time to time, either before or after the Plan
is approved by the stockholders. The current list of Designated Subsidiaries is
attached hereto as Appendix A.

       

      The term
“Fair Market Value of the Common Stock” on any given date means the fair market
value of the Common Stock determined in good faith by the Administrator; provided, however, that if the
Common Stock is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another
national securities exchange, the determination shall be made by reference to
the closing price on such securities exchange.  If there is no closing
price for such date, the determination shall be made by reference to the last
date preceding such date for which there is a closing
price.  Notwithstanding the foregoing, if the date for which Fair
Market Value of the Common Stock is determined is the first day when trading
prices for the Common Stock are reported on NASDAQ or another national
securities exchange, the Fair Market Value of the Common Stock shall be the
“Price to the Public” (or equivalent) set forth on the cover page for the final
prospectus relating to the Company’s Initial Public Offering.


      
        
           


        

        
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      The term
“Initial Public Offering” means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale by the Company of its Common Stock.

       

      The term
“Parent” means a “parent corporation” with respect to the Company, as defined in
Section 424(e) of the Code.

       

      The term
“Participant” means an individual who is eligible as determined in Section 3 and
who has complied with the provisions of Section 4.

       

      The term
“Subsidiary” means a “subsidiary corporation” with respect to the Company, as
defined in Section 424(f) of the Code.

       

      12.           Rights on Termination of
Employment.  If a Participant’s employment terminates for any
reason before the Exercise Date for any Offering, no payroll deduction will be
taken from any pay due and owing to the Participant and the balance in the
Participant’s account will be paid to such Participant or, in the case of such
Participant’s death, to his or her designated beneficiary as if such Participant
had withdrawn from the Plan under Section 7.  An employee will be
deemed to have terminated employment, for this purpose, if the corporation that
employs him or her, having been a Designated Subsidiary, ceases to be a
Subsidiary, or if the employee is transferred to any corporation other than the
Company or a Designated Subsidiary.  An employee will not be deemed to
have terminated employment for this purpose, if the employee is on an approved
leave of absence for military service or sickness or for any other purpose
approved by the Company, if the employee’s right to reemployment is guaranteed
either by a statute or by contract or under the policy pursuant to which the
leave of absence was granted or if the Administrator otherwise provides in
writing.


      
        
           


        

        
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      13.           Special
Rules.  Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a
jurisdiction where such Designated Subsidiary has employees; provided that such
rules are consistent with the requirements of Section 423(b) of the
Code.  Such special rules may include (by way of example, but not by
way of limitation) the establishment of a method for employees of a given
Designated Subsidiary to fund the purchase of shares other than by payroll
deduction, if the payroll deduction method is prohibited by local law or is
otherwise impracticable.  Any special rules established pursuant to
this Section 13 shall, to the extent possible, result in the employees
subject to such rules having substantially the same rights as other Participants
in the Plan.

       

      14.           Optionees Not
Stockholders.  Neither the granting of an Option to a
Participant nor the deductions from his or her pay shall constitute such
Participant a holder of the shares of Common Stock covered by an Option under
the Plan until such shares have been purchased by and issued to him or
her.

       

      15.           Rights Not
Transferable.  Rights under the Plan are not transferable by a
Participant other than by will or the laws of descent and distribution, and are
exercisable during the Participant’s lifetime only by the
Participant.

       

      16.           Application of
Funds.  All funds received or held by the Company under the
Plan may be combined with other corporate funds and may be used for any
corporate purpose.

       

      17.           Adjustment in Case of
Changes Affecting Common Stock.  In the event of a subdivision
of outstanding shares of Common Stock, the payment of a dividend in Common Stock
or any other change affecting the Common Stock, the number of shares approved
for the Plan and the share limitation set forth in Section 8 shall be
equitably or proportionately adjusted to give proper effect to such
event.


      
        
           


        

        
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      18.           Amendment of the
Plan.  The Board may at any time and from time to time amend
the Plan in any respect, except that without the approval within 12 months of
such Board action by the stockholders, no amendment shall be made increasing the
number of shares approved for the Plan or making any other change that would
require stockholder approval in order for the Plan, as amended, to qualify as an
“employee stock purchase plan” under Section 423(b) of the
Code.

       

      19.           Insufficient
Shares.  If the total number of shares of Common Stock that
would otherwise be purchased on any Exercise Date plus the number of shares
purchased under previous Offerings under the Plan exceeds the maximum number of
shares issuable under the Plan, the shares then available shall be apportioned
among Participants in proportion to the amount of payroll deductions accumulated
on behalf of each Participant that would otherwise be used to purchase Common
Stock on such Exercise Date.

       

      20.           Termination of the
Plan.  The Plan may be terminated at any time by the
Board.  Upon termination of the Plan, all amounts in the accounts of
Participants shall be promptly refunded.

       

      21.           Governmental
Regulations.  The Company’s obligation to sell and deliver
Common Stock under the Plan is subject to obtaining all governmental approvals
required in connection with the authorization, issuance, or sale of such
stock.

       

      22.           Governing
Law.  This Plan and all Options 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.


      
        
           


        

        
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      23.           Issuance of
Shares.  Shares may be issued upon exercise of an Option from
authorized but unissued Common Stock, from shares held in the treasury of the
Company, or from any other proper source.

       

      24.           Tax
Withholding.  Participation in the Plan is subject to any
minimum required tax withholding on income of the Participant in connection with
the Plan.  Each Participant agrees, by entering the Plan, that the
Company and its Subsidiaries shall have the right to deduct any such taxes from
any payment of any kind otherwise due to the Participant, including shares
issuable under the Plan.

       

      25.           Notification Upon Sale of
Shares.  Each Participant agrees, by entering the Plan, to give
the Company prompt notice of any disposition of shares purchased under the Plan
where such disposition occurs within two years after the date of grant of the
Option pursuant to which such shares were purchased.

       

      26.           Effective Date and Approval
of Shareholders.  The Plan shall take effect on the date of the
Company’s Initial Public Offering, subject to approval by the holders of a
majority of the votes cast at a meeting of stockholders at which a quorum is
present or by written consent of the stockholders.

       

      


      DATE PLAN APPROVED BY BOARD
OF DIRECTORS:  April 27, 2007

      DATE PLAN APPROVED BY
STOCKHOLDERS:  April 27, 2007

      EFFECTIVE DATE OF
PLAN:  May 14, 2007

      DATE FIRST AMENDMENT TO PLAN
APPROVED BY BOARD OF DIRECTORS:  May 5, 2010


      
        
           


        

        
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      APPENDIX
A

       

      Designated
Subsidiaries

      


       

      SubQ
Solutions, Inc.


      
        
           


        

        
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