8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2023

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	100 Nagog Park
	Acton	Massachusetts	01720
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (978) 600-7000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act	☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	PODD	The NASDAQ Stock Market, LLC

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensatory Arrangements of Certain Officers

Approval of revised forms of Equity Agreements. On February 17, 2023, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of Insulet Corporation (the "Company") approved revisions to the Company’s forms of Non-Qualified Stock Option Agreement (the “Stock Option Agreement), Restricted Stock Unit Agreement (the “RSU Agreement) and Performance Stock Unit Agreement (the “PSU Agreement) for fiscal 2023 (the Stock Option Agreement, the RSU Agreement, and PSU Agreement, collectively the “Equity Agreements”). The Equity Agreements were revised to include explicit reference to the Company’s Policy for Recoupment of Incentive Compensation as well as to make additional clarifying language changes, as set forth in the agreements.

Approval of Amended and Restated Executive Severance Plan. On February 17, 2023, the Committee approved the amendment and restatement of the Company’s Executive Severance Plan (the “Plan”). These amendments (i) add a 90-day pre-change-in-control protection period covering a termination in anticipation of a change-in-control; (ii) amend the definition of Base Salary to clarify that Base Salary is determined at the time of termination, except where it has been lowered by a compensation reduction that constitutes Good Reason; (iii) add a materiality qualifier and cure rights to the Cause definition as it relates to confidentiality, non-competition and non-disparagement; and (iv) clarify the treatment of Group Vice Presidents under the Plan.

Approval of Annual Incentive Plan. On February 17, 2023, the Committee approved the adoption of an Annual Incentive Plan pursuant to which annual cash incentive awards may be awarded on such terms and conditions as are established by the Committee each year.

Approval of Consulting Services Agreement. On February 17, 2023, the Committee approved entry into a Consulting Services Agreement with Charles J. Alpuche, the Company’s former Chief Operating Officer, for a consulting period from April 1, 2023 to December 31, 2023 (the “Consulting Period”). Pursuant to this Consulting Services Agreement, Mr. Alpuche agrees to make himself available for five days per fiscal quarter through December 31, 2023, and for up to two trips to Malaysia, as maybe requested by the Company, at a rate of $5,000 per day. Mr. Alpuche’s existing equity will not continue to vest during the Consulting Period.

The above descriptions of the Stock Option Agreement, the RSU Agreement, the PSU Agreement, the Amended and Restated Executive Severance Plan, the Annual Incentive Plan and the Consulting Services Agreement do not purport to be complete and are qualified in their entirety by reference to the agreements attached to this report as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Non-Qualified Stock Option Agreement
10.2	Form of Restricted Stock Unit Agreement
10.3	Form of Performance Stock Unit Agreement
10.4	Amended and Restated Executive Severance Plan
10.5	Annual Incentive Compensation Plan
10.6	Consulting Services Agreement by and between the Company and Charles J. Alpuche
104	Cover Page Interactive Date File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.

	INSULET CORPORATION
February 22, 2023	By:	/s/ Patricia K. Dolan
	Name:	Patricia K Dolan
	Title:	Senior Vice President and Secretary

EX-10.1

Exhibit 10.1

INSULET CORPORATION

2017 STOCK OPTION AND INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Cover Sheet

Insulet Corporation, a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Stock”), to you, subject to the vesting and other conditions set forth in this Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement, including the Appendix attached hereto (the “Agreement”) and in the Insulet Corporation 2017 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

Grant Date:
Name of Grantee:
Number of shares of Stock Covered by this Option:
Option Exercise Price per share of Stock:
Vesting Schedule:	Except as otherwise provided in this Agreement, the number of shares of Stock covered by this Option shall vest in substantially equal installments on the first, second, third and fourth anniversary of the Grant Date (each a “Vesting Date”), provided that you remain in continuous Service from the Grant Date until the applicable Vesting Date.

By electronically accepting this Agreement, you agree that you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement and in the Plan. You acknowledge and agree that, if there is any conflict between the terms of the Plan and this Agreement, the Plan’s terms govern.

This is not a stock certificate or a negotiable instrument.

INSULET CORPORATION

2017 STOCK OPTION AND INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Non-Qualified Stock Option	This Agreement evidences an award of a non-qualified stock option exercisable for such number of shares of Stock set forth on the cover sheet of this Agreement and subject to the terms and conditions set forth in this Agreement and in the Plan. This Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.
Transfer of Option	During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative, if authorized by the Company and to the extent such designation is valid under Applicable Laws) may exercise this Option. Other than by will or the laws of descent and distribution (if authorized by the Company and to the extent such designation is valid under Applicable Laws), this Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may this Option be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit this Option. Notwithstanding these restrictions on transfer, the Committee may authorize, in its sole discretion, the transfer of the vested portion of this Option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family (to the extent such designation is valid under Applicable Laws), subject and pursuant to the terms of the Plan.
Vesting and Exercisability	This Option shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement. Upon a Vesting Date, any fractional shares shall be rounded to the nearest whole share, but in the event that such rounding convention would otherwise result in your vesting in more than the number of shares of Stock underlying this Option and listed on the cover sheet of this Agreement, any fractional share shall be rounded down to the nearest whole share. Except as otherwise provided in this Agreement, no additional portion of this Option shall vest after your Service has terminated for any reason. For purposes of this Option, a termination of Service will be deemed to have occurred as of the date you are no longer providing services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and will not be extended by any notice period (e.g., your Service relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any). Unless otherwise expressly provided in the Plan or determined by the Company, (i) your right to vest in this Option, if any, will terminate as of such date, and (ii) the period (if any) during which you may exercise this Option after termination of Service will commence on such date. This Option is only exercisable before it expires and then only with respect to the vested portion.

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Death, Disability and Termination in Connection with a Sale Event	If your Service is terminated (i) due to your death or Disability or (ii) within 24 months after a Sale Event by the Company without Cause or by you for Good Reason, this Option shall immediately become fully (100%) vested and exercisable as of your employment termination date. For purposes of this Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; or (ii) a material reduction in your then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which you are principally employed to a location more than fifty (50) miles from such offices. For purposes of clause (i) hereof, a change in the reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty. “Good Reason Process” shall mean: (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within thirty (30) calendar days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) you terminate your Service relationship within thirty (30) calendar days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Term	This Option will expire in any event at the close of business at Company headquarters on the day before the tenth (10th) anniversary of the Grant Date, as shown on the cover sheet. This Option will expire earlier if your Service terminates, as described below.
Termination of Service – Forfeiture of Options	Unless the termination of your Service triggers accelerated vesting or other treatment of this Option pursuant to the terms of this Agreement, the Plan, or otherwise, you will automatically and immediately forfeit to the Company the unvested portion of this Option in the event your Service terminates for any reason. If your Service is terminated for Cause, then you shall automatically and immediately forfeit to the Company the entire Option (both vested and unvested portions), and this Option shall automatically and immediately expire.
Termination of Service – Expiration of Vested Options	If your Service terminates for any reason, other than death, Disability, or Cause, then the vested portion of this Option will expire at the close of business at Company headquarters on the ninetieth (90th) calendar day after your employment termination date.

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	Notwithstanding the foregoing, to the extent permitted by Applicable Laws, in the event of your Retirement (as defined below), the vested portion of this option will expire at the close of business at Company headquarters on the third anniversary of the date of your Retirement. For purposes of this Agreement, the term “Retirement” shall mean your termination of Service, other than by the Company for Cause, on or after such time as the sum of your age and number of years of continuous Service equals 65, provided you are at least 55 years of age and have completed at least 5 years of continuous Service at the time of termination. To the extent that a court or tribunal of competent jurisdiction determines that this Retirement provision is invalid or unenforceable, in whole or in part, due to relevant age discrimination rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law. If your Service terminates because of your death or Disability, or if you die during the ninety (90)-day period after your termination of employment for any reason (other than Cause), then the vested portion of this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death or termination for Disability. During that twelve (12)-month period, your estate or heirs may exercise the vested portion of this Option (if authorized by the Company and to the extent such designation is valid under Applicable Laws).
Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you are on a bona fide leave of absence that was approved by the Company or an Affiliate or Subsidiary who is your employer (the “Employer”) in writing if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment with the Employer. The Company, in its sole discretion, determines which leaves count for this purpose and when your Service terminates for all purposes under the Plan.
Notice of Exercise	This Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under this Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must exercise in a manner required or permitted by this Agreement. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

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Form of Payment	When you exercise this Option, you must include payment of the aggregate Option Price for the shares you are purchasing. Subject to any procedures established by the Company, payment may be made in one of the following forms: •    By your delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding obligations for Tax-Related Items (as defined below). •    By your delivery of cash or cash equivalent in a manner that is acceptable to the Company. •    By the Company’s withholding a number of shares of Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the exercise will be applied to the Option Price. •    To the extent allowed under Applicable Laws, by your surrender of shares of Stock which are already owned by you, which are deemed surrendered by you pursuant to your attestation of ownership to the Company. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. Notwithstanding the foregoing, you may not tender any form of payment or exercise this Option by any method that the Company determines, in its sole discretion, could violate any Applicable Law, regulation or Company policy or that is otherwise unacceptable to the Company.
Evidence of Issuance	The issuance of the shares of Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates.
Withholding	Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the issuance of shares of Stock upon exercise of this Option, the subsequent sale of shares of Stock acquired pursuant to such exercise or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of this Option or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:

(i)    withholding from your wages or other cash compensation paid to you by the Company or the Employer;

(ii)    requiring you to surrender shares of Stock that you previously acquired (only for U.S. taxpayers);

(iii)    withholding from proceeds of the sale of shares of Stock acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, without further consent);

(iv)    requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or

(v) withholding from shares of Stock that otherwise would be issued to you when you exercise this Option.

Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii), (iii) or (iv) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan).

The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to this Option, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.

Finally, you agree to pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to permit the exercise of this Option or issue or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

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Nature of Grant In accepting this Option, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this Option grant does not establish an employment or other Service relationship with the Company or your Employer (or any of their Subsidiaries or Affiliates); (g) you are voluntarily participating in the Plan; (h) this Option and shares of Stock subject to this Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (j) the future value of the shares of Stock subject to this Option is unknown, indeterminable, and cannot be predicted with certainty; (k) if the shares of Stock subject to this Option do not increase in value, this Option will have no value; (l) if you exercise this Option and acquire shares of Stock, the value of such shares of Stock may increase or decrease in value, even below the exercise price; (m) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Option resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and/or the application of any recoupment, recovery or clawback policy; (n) unless otherwise agreed with the Company, this Option and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director for any Subsidiary or Affiliate; (o) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (p) the following provisions shall be applicable only to employees outside the U.S.: (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Option or of any amounts due to you pursuant to the exercise of this Option or the subsequent sale of shares of Stock acquired upon exercise of this Option.

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Data Privacy Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards. Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions. International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your consent. Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.

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Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant Options or other equity awards to you or administer or maintain your participation in the Plan. Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative. Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.

Compliance with Law

Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the exercise of this Option and/or delivery of shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, you agree that the Company shall have unilateral authority to amend this Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.

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Stockholder Rights	You, or your estate or heirs, do not have any of the rights of a stockholder with respect to the shares of Stock underlying this Option unless and until the shares of Stock underlying this Option have been issued upon exercise of this Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. Except as described in the Plan, no adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry is made).
Adjustments	In the event of a stock split, a stock dividend, or a similar change in the Stock, the number of shares of Stock covered by this Option shall be adjusted pursuant to the Plan. This Option shall be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan.
Clawback	This Option and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to the Company’s Policy for Recoupment of Incentive Compensation or any other Company “clawback” or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you. Without limiting the foregoing, 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 and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance.
Appendix	Notwithstanding any other provision in this Agreement, this Option shall be subject to any special terms and conditions set forth in the Appendix that are or may be applicable to you because of your work location and/or place of residence. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

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No Advice Regarding Grant	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or the acquisition or sale of shares of Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the U.S. for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.
The Plan	The text of the Plan is incorporated into this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to this Option that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, then the terms of the plan that provides for the more favorable benefit to you shall govern.
Insider Trading/Market Abuse Laws	You understand that you may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the United States, your country and any stock plan service provider’s country, which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Options) or rights linked to the value of shares of Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. It is your responsibility to comply with any applicable restrictions and you should consult with your personal legal advisor on this matter.
Language	You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document(s) related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

11

Imposition of Other Requirements	The Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Foreign Asset/Account Reporting Requirements	You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or related transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should speak to your personal legal advisor on this matter.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Grantee.
Electronic Delivery	By accepting this Option, you consent to receive documents related to this Option by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	The grant of this Option is intended to be exempt from or, to the extent subject thereto, to comply with Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty.

By electronically accepting this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan.

Grantee Name

Grantee Acceptance Date

12

EX-10.2

Exhibit 10.2

INSULET CORPORATION

2017 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

COVER SHEET

Insulet Corporation, a Delaware corporation (the “Company”), hereby grants restricted stock units (“RSUs”) for shares of the Company’s common stock, par value $0.001 (the “Stock”), to you, subject to the vesting and other conditions set forth in this Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement, including the Appendix attached hereto (the “Agreement”) and in the Insulet Corporation 2017 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

Grant Date:
Name of Grantee:
Number of shares of Stock underlying the RSUs covered by this Agreement:
Vesting Schedule:	Except as otherwise provided in this Agreement, the number of shares of Stock underlying the RSUs covered by this Agreement shall vest in substantially equal installments on the first, second, and third anniversary of the Grant Date (each a “Vesting Date”), provided that you remain in continuous Service from the Grant Date until the applicable Vesting Date.

By electronically accepting this Agreement, you agree that you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement and in the Plan. You acknowledge and agree that, if there is any conflict between the terms of the Plan and this Agreement, the Plan’s terms govern.

This is not a stock certificate or a negotiable instrument.

INSULET CORPORATION

2017 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Units	This Agreement evidences an award of RSUs in the number set forth on the cover sheet of this Agreement and subject to the terms and conditions set forth in this Agreement and in the Plan.
Transfer of Unvested RSUs	RSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit the RSUs.
Vesting	The RSUs covered by this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement. Upon a Vesting Date, any fractional shares shall be rounded to the nearest whole share, but in the event that such rounding convention would otherwise result in your vesting in more than the number of shares of Stock underlying the RSUs covered by this Agreement, any fractional share shall be rounded down to the nearest whole share. Except as otherwise provided in this Agreement, no additional RSUs will vest after your Service has terminated for any reason. For purposes of the RSUs, a termination of Service will be deemed to have occurred as of the date you are no longer providing active services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and will not be extended by any notice period (e.g., your Service relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any).

Leaves of Absence	For purposes of this Agreement, your Service does not terminate when you are on a bona fide leave of absence that was approved by the Company or an Affiliate or Subsidiary who is your employer (the "Employer") in writing if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment with the Employer. The Company, in its sole discretion, determines which leaves count for this purpose and when your Service terminates for all purposes under the Plan.
Death, Disability and Termination in Connection with a Sale Event	If your Service is terminated (i) due to your death or Disability or (ii) within 24 months after a Sale Event by the Company without Cause or by you for Good Reason, the RSUs covered by this Agreement shall immediately become fully (100%) vested as of your employment termination date. For purposes of this Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; or (ii) a material reduction in your then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which you are principally employed to a location more than fifty (50) miles from such offices. “Good Reason Process” shall mean: (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within thirty (30) calendar days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) you terminate your Service relationship within thirty (30) calendar days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Forfeiture of Unvested RSUs	You will automatically forfeit to the Company all of the unvested RSUs as of your termination of Service.
Delivery	Delivery of the shares of Stock represented by your vested RSUs shall be made within thirty (30) calendar days of the applicable Vesting Date or, if earlier, a termination of your Service that results in the RSUs becoming vested.
Evidence of Issuance	The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you.

Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i)    withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii)    requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan).

The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.

Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

Nature of Grant In accepting the RSUs, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this RSU grant does not establish an employment or other Service relationship with the Company; (g) you are voluntarily participating in the Plan; (h) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (i) the RSUs and the share of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (j) the future value of the shares of Stock subject to the RSUs is unknown, indeterminable, and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and/or the application of any recoupment, recovery or clawback policy; (l) unless otherwise agreed with the Company, the RSUs and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Subsidiary or Affiliate; (m) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by the Agreement do not create any entitlement to have the RSUs transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (n) the following provisions shall be applicable only to employees outside the U.S.: (i) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to you upon vesting or the subsequent sale of shares of Stock acquired under the Plan.

Data Privacy Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards. Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions. International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your consent. Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.

Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain your participation in the Plan. Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative. Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.

Compliance with Law

Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to issue any shares of Stock to you prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, you agree that the Company shall have unilateral authority to amend the Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.

Stockholder Rights	You, or your estate or heirs, do not have any of the rights of a stockholder with respect to any RSU unless and until the share of Stock underlying the RSU has been issued and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books.
Adjustments	In the event of a stock split, a stock dividend, or a similar change in the Stock, the number of RSUs covered by this Agreement shall be adjusted pursuant to the Plan. The RSUs shall be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan.
Clawback	The RSUs covered by this Agreement, and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of Stock), are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to the Company’s Policy for Recoupment of Incentive Compensation or any other Company “clawback” or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you. Without limiting the foregoing, 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 and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this RSU Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance.
Appendix	Notwithstanding any other provisions in this Agreement, the RSUs covered by this Agreement shall be subject to any special terms and conditions set forth in the Appendix that are or may be applicable to you because of your work location and/or place of residence. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
No Advice Regarding Grant	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or the acquisition or sale of shares of Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you hereby submit to and consent to the sole and exclusive jurisdiction of the courts ofMiddlesex County, Massachusetts, or the federal courts for the U.S. for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.
The Plan	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the RSUs covered by this Agreement. Any prior agreements, commitments, or negotiations concerning the RSUs covered by this Agreement are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to the RSUs covered by this Agreement that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, then the terms of the plan that provides for the more favorable benefit to you shall govern.
Insider Trading/Market Abuse Laws	You understand that you may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the U.S., your country and any stock plan service provider’s country, which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., RSUs) or rights linked to the value of shares of Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  It is your responsibility to comply with any applicable restrictions and you should consult with your personal legal advisor on this matter.
Language	You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document(s) related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Imposition of Other Requirements	The Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Foreign Asset/Account Reporting Requirements	You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or related transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should speak to your personal legal advisor on this matter.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Grantee.

Electronic Delivery

By accepting the RSUs covered by this Agreement, you consent to receive documents related to such RSUs by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.

Code Section 409A

The grant of RSUs covered by this Agreement is intended to be exempt from or, to the extent subject thereto, to comply with Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. For purposes of the Agreement, a termination of Service only occurs upon an event that would be a Separation from Service. Notwithstanding anything in the Agreement to the contrary, if at the time of your Separation from Service, (i) you are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable on account of such Separation from Service to you constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not settle the vesting of RSUs subject to this Agreement that are considered deferred compensation on the otherwise scheduled Vesting Date but will instead settle such vesting on the first trading day that occurs immediately after the expiration of the Delay Period (or upon your death, if earlier) (“Delayed Settlement Date”), and the value delivered to you shall equal the greater of (i) the product of the number of RSUs subject to this Agreement for which settlement is delayed times the closing price of a share of Stock as reported on NASDAQ for your Separation from Service date; and (ii) the product of the number of RSUs subject to this Agreement for which settlement is delayed times the closing price of a share of Stock as reported on NASDAQ for the Delayed Settlement Date.

By electronically accepting this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan.

Grantee Name

Grantee Acceptance Date

EX-10.3

Exhibit 10.3

INSULET CORPORATION

2017 STOCK OPTION AND INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT

Name of Grantee:             

Number of Restricted Stock Units Granted:                 

Grant Date:                 

Pursuant to the Insulet Corporation 2017 Stock Option and Incentive Plan (the “Plan”), Insulet Corporation (the “Company”) hereby grants an award under Section 10 of the Plan of the target number of Restricted Stock Units listed above (an “Award”) to the Grantee. Each Restricted Stock Unit shall relate to one share of Company common stock, par value $0.001 per share (the “Stock”), subject to the restrictions and conditions set forth herein and in the Plan. The actual number of Restricted Stock Units to be earned by the Grantee, if any, may be more or less than the target number. This Award is governed by this Performance Stock Unit Agreement, including Appendix A and Appendix B attached hereto (this “Agreement”) and the Plan.

1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee accepts this Award.

2.Restrictions on Transfer of Award. The Grantee may not sell, transfer, pledge, assign or otherwise encumber or dispose of this Award, and any shares of Stock issuable with respect to this Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested pursuant to the terms of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of this Agreement.

3.Vesting of Restricted Stock Units. The Restricted Stock Units covered by this Agreement are subject to performance-based vesting as described in Appendix A, which must be satisfied before the Restricted Stock Units become vested. The number of Restricted Stock Units that may be earned in accordance with this Agreement, if any, may be more or less than the Target Award. In no event will the number of Restricted Stock Units that become vested hereunder exceed 200% of the Target Award.

4.Termination of Service Relationship. If the Grantee’s Service Relationship (as defined in Appendix A) with the Company or a Subsidiary is terminated prior to the vesting or termination of this Award, the following shall occur:

a)Termination Due to Death or Disability. If the Grantee’s Service Relationship terminates by reason of the Grantee’s death or Disability on or prior to the last day of the Performance Period (as defined in Appendix A), 100% of the Target Award shall be deemed earned by the Grantee and shall become fully vested on the date of such termination. If the Grantee’s Service Relationship terminates by reason of the Grantee’s death or Disability after the last day of the Performance Period (as defined in Appendix A), the number of Restricted Stock Units earned by the Grantee shall be determined in accordance with the terms of Appendix A and the full amount of the Award so earned shall become fully vested and nonforfeitable on the later of the date of such termination or the Determination Date (as defined in Appendix A).

b)Termination Other Than for Death or Disability. If the Grantee’s Service Relationship terminates for any reason other than the Grantee’s death or Disability, except as otherwise provided in this Agreement or in the Plan, the entire Award shall automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

For purposes of the Award, a termination of the Grantee’s Service Relationship will be deemed to have occurred as of the date the Grantee is no longer providing active services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or otherwise rendering services, or the terms of the Grantee’s employment or service agreement, if any) and will not be extended by any notice period (e.g., the Grantee’s Service Relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have exclusive discretion to determine when the Grantee’s Service Relationship terminates for purposes of this Award (including when the Grantee is no longer considered to be providing Service while on a leave of absence).

Notwithstanding the foregoing, to the extent permitted under Applicable Laws, upon the Grantee’s Retirement (as defined below), a pro-rata amount (based on the number of days the Grantee was employed during the Performance Period) of the Restricted Stock Units shall vest on the Determination Date, subject to achievement of the performance targets set forth in Appendix A hereto (i.e., based on the Company’s actual performance). For purposes of this Agreement, the term “Retirement” shall mean a Grantee’s termination of Service, other than by the Company for Cause, on or after such time as the sum of the Grantee’s age and number of years of continuous Service equals 65, provided that at the time of termination, the Grantee is at least 55 years of age and has completed at least 5 years of continuous Service.

To the extent that a court or tribunal of competent jurisdiction determines that the above provision is invalid or unenforceable, in whole or in part, due to relevant age discrimination rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the extent necessary to make it valid and enforceable to the full extent permitted under local law.

c)Termination in Connection with a Sale Event. Notwithstanding the provisions of Section 4(b) above, if, within 24 months after a Sale Event, the Company terminates the Grantee’s Service Relationship without Cause or the Grantee terminates the Grantee’s Service Relationship for Good Reason (such termination is referred to herein as a “Qualifying Termination”), this Award shall vest as follows: (i) if the Qualifying Termination occurs on or before the last day of the Performance Period (as defined in Appendix A), 100% of the Target Award shall be deemed earned by the Grantee and shall become fully vested and nonforfeitable as of the date of the Qualifying Termination; and (ii) if the Qualifying Termination occurs after the last day of the Performance Period (as defined in Appendix A), the number of Restricted Stock Units earned by the Grantee shall be determined in accordance with the terms of Appendix A and the full amount of the Award earned shall become fully vested and nonforfeitable as of the later of the date of the Qualifying Termination or the Determination Date.

For purposes of this Agreement, “Good Reason”shall mean that the Grantee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Grantee’s responsibilities, authority or duties; or (ii) a material reduction in the Grantee’s then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which the Grantee is principally employed to a location more than fifty (50) miles from such offices. For purposes of clause (i) of the foregoing sentence, a change in a reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty. For purposes of this Agreement, “Good Reason Process” shall mean: (A) the Grantee reasonably determines in good faith that a circumstance described in clause (i), (ii) or (iii) of the definition of “Good Reason” has occurred; (B) the Grantee notifies the Company in writing of the occurrence of such circumstance within thirty (30) calendar days of the occurrence of such circumstance; (C) the Grantee cooperates in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy such circumstance; (D) notwithstanding such efforts, such circumstance continues to exist following the Cure Period; and (E) the Grantee terminates the Grantee’s Service Relationship within thirty (30) calendar days after the end of the Cure Period. If, during the Cure Period, the Company cures the circumstance that gives rise to the Good Reason Process, Good Reason shall be deemed not to have occurred.

5.Issuance of Shares of Stock. As soon as practicable following the earlier of the Determination Date or the date the Restricted Stock Units become vested in accordance with Section 4(a) or 4(c) (but in no event later than two and one half months after the end of the year in which the earliest of such dates occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units earned by the Grantee that have vested pursuant to the terms of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, including voting and dividend rights (if applicable), and such shares of Stock shall not be restricted by the provisions hereof.

6.Incorporation of Plan. The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between the Grantee and the Company regarding the Restricted Stock Units covered by this Agreement. Any prior agreements, commitments, or negotiations concerning the Restricted Stock Units covered by this Agreement are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to the Restricted Stock Units covered by this Agreement that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, then the terms of the plan that provides for the more favorable benefit to the Grantee shall govern.

7.Tax Withholding. Regardless of any action taken by the Company or, if different, the Affiliate or Subsidiary that is Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including but not limited to, the grant or vesting of the Restricted Stock Units, the issuance of shares of Stock upon vesting of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Plan to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:

(i)withholding from the Grantee’s wages or other cash compensation paid by the Company or the Employer;

(ii)withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent);

(iii)requiring the Grantee to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or

(iv)withholding shares of Stock otherwise deliverable upon settlement of the Restricted Stock Units.

Notwithstanding the foregoing if the Grantee is subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan).

The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s), in which case, the Grantee may receive a refund over any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee will be deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.

Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

8.Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Code Section 409A as “short-term deferrals” as described in Code Section 409A.

9.Nature of Grant. In accepting the Award, the Grantee understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give the Grantee the right to remain retained or employed by the Company or Employer in any capacity; (e) the Company and the Grantee’s Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate the Grantee’s Service Relationship at any time and for any reason, in accordance with Applicable Laws; (f) if the Grantee is not providing Service to the Company or Employer, the Award grant does not establish an employment or other Service Relationship with the Company; (g) the Grantee is voluntarily participating in the Plan; (h) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (j) the future value of the shares of Stock subject to the Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Restricted Stock Units resulting from the termination of the Grantee’s Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services, or the terms of the Grantee’s employment or service agreement, if any) and/or the application of any recoupment, recovery or clawback policy; (l) unless otherwise agreed with the Company, the Award and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service the Grantee may provide as a director of any Subsidiary or Affiliate; (m) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (n) the following provisions shall be applicable only to employees outside the U.S.: (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Grantee upon vesting or the subsequent sale of shares of Stock acquired under the Plan.

10.Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to issue any

shares of Stock to the Grantee prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend this Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.

11.Data Privacy.

Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards.

Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Grantee acknowledges and understands that Fidelity will open an account for the Grantee to receive and trade shares of Stock acquired under the Plan and that the Grantee will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is the Grantee’s consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of the Grantee’s Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Grantee may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions.

International Data Transfers. The Company and its service providers are based in the United States. The Grantee’s country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is the Grantee’s consent.

Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.

Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Grantee is providing the consents herein on a purely voluntary basis. The Grantee understands that he or she may withdraw the consent at any time with future effect for any or no reason. If the Grantee does not consent, or if the Grantee later seeks to revoke his or

her consent, the Grantee’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Grantee or administer or maintain the Grantee’s participation in the Plan.

Data Subject Rights. The Grantee may have a number of rights under data privacy laws in the Grantee’s jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Grantee’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources representative.

Alternative Basis for Data Processing/Transfer. The Grantee understands that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that the Grantee provide another data privacy consent form. Upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purpose of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agree that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.

12.Appendices. Appendix A and Appendix B (collectively, the “Appendices”) are an integral part of this Agreement and any reference herein to this Agreement include the Appendices in such reference. Notwithstanding any other provision in this Agreement, the Award will be subject to any special terms and conditions set forth in Appendix B that are or may be applicable to the Grantee because of Grantee’s work location and/or place of residence. Moreover, if the Grantee relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Grantee, to the extent that the Company determines that application of such terms and conditions is necessary or advisable for legal or administrative reasons.

13.Insider Trading/Market Abuse Laws. The Grantee may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the United States, the Grantee’s country and any stock plan service provider’s country, which may affect the Grantee’s ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Restricted Stock Units) or rights linked to the value of shares of Stock during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee placed before possessing inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  It is the Grantee’s responsibility to comply with any applicable restrictions and he or she should consult with his or her personal legal advisor on this matter.

14.Language. The Grantee acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement. If the Grantee has received this Agreement, or any other document(s) related to the Plan translated into

a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

15.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

16.Foreign Asset/Account Reporting Requirements. The Grantee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside the Grantee’s country. The Grantee may be required to report such accounts, assets or related transactions to the tax or other authorities in his or her country. The Grantee also may be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her country within a certain time after receipt. The Grantee acknowledges that it is his or her responsibility to comply with such regulations, and the Grantee should speak to his or her personal legal advisor on this matter.

17.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the acquisition or sale of shares of Stock. The Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

18.Governing Law; Venue. This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the Grantee hereby submits to and consents to the sole and exclusive jurisdiction of the courts ofMiddlesex County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.

19.Severability. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

20.Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.

21.Electronic Delivery. By accepting the Award, the Grantee consents to receive documents related to the Award by electronic delivery and, if requested, agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or another third party designated by the Company. The Grantee’s consent shall remain in effect through the term of his or her Service Relationship and thereafter until he or she withdraws such consent in writing to the Company.

22.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 Grantee 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.

23.Clawback. The Grantee agrees and acknowledges that the entire Award, whether or not vested or settled and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to mandatory repayment by the Grantee to the Company under the Company’s Policy for Recoupment of Incentive Compensation, to the extent applicable, as well as under any other Company “clawback” or recoupment policy or in the event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to the Grantee.

By electronically accepting this Agreement, Grantee agrees to all of the terms and
conditions described in this Agreement and in the Plan.

EX-10.4

Exhibit 10.4

INSULET CORPORATION

AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN

1.Purpose. Insulet Corporation (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly held corporations, the possibility of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 2 hereof), exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that the Insulet Corporation Amended and Restated Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s officers with the title of Vice President or higher (each, a “Covered Executive” and collectively, the “Covered Executives”) to their assigned duties without distraction. Nothing in this Plan shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Covered Executive and the Company, the Covered Executive shall not have any right to be retained in the employ of the Company. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Rather the Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the requirements of a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b). Accordingly, no employee shall have a vested right to benefits paid by the Plan.

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

(a)“Base Salary” shall mean the annual base salary in effect immediately prior to the Terminating Event; provided, however, that in the event the annual base salary has been reduced in a manner that would constitute Good Reason hereunder, “Base Salary” shall mean the annual base salary in effect immediately prior to such reduction.

(b)“Cause” shall mean, and shall be limited to, the occurrence of any one or more of the following events:

(i)conduct by the Covered Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; or

(ii)the commission by the Covered Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Covered Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if such Covered Executive were retained; or

(iii)the willful and deliberate material non-performance by the Covered Executive of his duties hereunder (other than by reason of the Covered Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Company; or

(iv)a material breach by the Covered Executive of any of the provisions contained in Section 5 of this Plan, which, if capable of cure, remains uncured after 15 days following the Company’s notice to the Covered Executive thereof; or

(v)a material violation by the Covered Executive of the Company’s employment policies which has continued following written notice of such violation from the Company; or

(vi)willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes of clauses (i), (iii) or (vi) hereof, no act, or failure to act, on the Covered Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Covered Executive without reasonable belief that the Covered Executive’s act or failure to act, was in the best interest of the Company and its subsidiaries and affiliates.

(c)“Change in Control” shall be deemed to have occurred upon the occurrence of any one of the following events, so long as such event constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company for purposes of Section 409A of the Code:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)persons who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

2

(iii)the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

(d)“CIC Protection Period” shall mean the period beginning 90 days prior to the occurrence of a Change in Control and ending 24 months following the occurrence of a Change in Control.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(f)“Committee” shall mean the Compensation Committee of the Board or such other committee appointed by such Board to assist the Company in making determinations required under the Plan in accordance with its terms. The Committee may delegate its authority under the Plan to an individual or another committee.

(g)“Good Reason” shall mean that the Covered Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events:

(i)a material diminution in the Covered Executive’s responsibilities, authority or duties; or

(ii)a material reduction in the Covered Executive’s Base Salary except for across-the-board salary reductions similarly affecting all or substantially all management employees; or

(iii)the relocation of the Company offices at which the Covered Executive is principally employed to a location more than 50 miles from such offices.

(h)“Good Reason Process” shall mean:

(i)the Covered Executive reasonably determines in good faith that a “Good Reason” condition has occurred;

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(ii)the Covered Executive notifies the Company in writing of the occurrence of the Good Reason condition within 30 days of the occurrence of such condition;

(iii)the Covered Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition;

(iv)notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and

(v)the Covered Executive terminates his employment within 30 days after the end of the Cure Period.

If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(i)“Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as Plan Administrator for the Plan, the Plan Administrator shall be the Company’s Chief Human Resources Officer. Notwithstanding the previous sentence, in the event the Plan Administrator is entitled to benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).

(j)“Pro-Rata Bonus” shall mean an amount equal to a pro rata portion of the cash incentive award for the year of termination based on the degree to which the applicable Company-based financial performance metrics for the year of termination were satisfied, and assuming target achievement of any performance metrics related to individual performance.

(k)“Terminating Event” shall mean any of the following events: (i) termination by the Company of the employment of the Covered Executive for any reason other than for Cause, death or disability; (ii) solely with respect to the Chief Executive Officer, the termination by the Chief Executive Officer of his or her employment with the Company for Good Reason; or (iii) during the 24-month period following the occurrence of a Change in Control, the termination by the Covered Executive of his or her employment with the Company for Good Reason. Notwithstanding the foregoing, a Terminating Event shall not be deemed to have occurred herein solely as a result of the Covered Executive being an employee of any direct or indirect successor to the business or assets of the Company.

3.Termination Benefits. In the event a Terminating Event occurs with respect to a Covered Executive, the Company shall pay or provide to the Covered Executive any earned but unpaid Base Salary, unpaid expense reimbursements, accrued but unused vacation and any vested benefits the Covered Executive may be entitled to under any employee benefit plan of the Company within the time required by law but in no event more than 30 days after the Terminating Event. In such event, the Covered Executive shall also remain eligible to receive a cash incentive award for the year prior to the Covered Executive’s termination to the extent any such bonus has not yet been determined and/or paid, in which case such bonus, if earned by the Covered Executive under the terms of the applicable cash incentive plan, shall be paid at the

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same time as payments are made to other participants in the applicable cash incentive plan, but in no event later than March 15th of the year of the Terminating Event.

(a)Additional Benefits Upon Termination Other Than During CIC Protection Period. In the event that the Terminating Event occurs other than during the CIC Protection Period, then, subject to and contingent upon the Covered Executive’s continued satisfaction of the obligations imposed on the Covered Executive pursuant to Section 5 and the execution of a general release of claims as provided by the Company (the “Release”) by the Covered Executive and the expiration of any revocation period with respect to such Release within 60 days of the Terminating Event, the Company shall pay to the respective Covered Executive, subject to the terms and conditions set forth below, the benefits listed in the following chart:

Covered Executive	Severance Benefits
Chief Executive Officer	(i)Two times base salary; plus (ii)Two times target annual incentive plan bonus; plus (iii)Pro-Rata Bonus; plus (iv)Continued health and dental insurance coverage for 24 months; plus (v)Reimbursement for outplacement services of up to $25,000.
President Executive Vice President Senior Vice President	(i)One times base salary; plus (ii)One times target annual incentive plan bonus; plus (iii)Pro-Rata Bonus; plus (iv)Continued health and dental insurance coverage for 12 months; plus (v)Reimbursement for outplacement services of up to $25,000.
Group Vice President Vice President	(i)One times base salary; plus (ii)Continued health and dental insurance coverage for 12 months; plus (iii)Reimbursement for outplacement services of up to $15,000.

The amounts set forth in the chart above other than the Pro-Rata Bonus shall be paid, subject to Section 11 and clause (b) below, to the respective Covered Executive in substantially equal installments in accordance with the Company’s payroll practice over 12 months (24 months with respect to the Chief Executive Officer); provided, however, that payments for the first two months of the period shall not be made until the first payroll date that occurs following the 60-day period beginning on the date of the Terminating Event and the amount paid shall include amounts attributable to the period from the Terminating Event up to and including the payroll period in which the payment is being made. The amount, if any, payable as a Pro-Rata Bonus shall be paid at the same time and in the same manner as bonuses are paid to Company employees generally, but in no event later than March 15th of the year following the fiscal year to which such bonus relates.

(b)Additional Benefits Upon Termination During CIC Protection Period. In the event that the Terminating Event occurs during the CIC Protection Period, then, subject to and contingent upon the Covered Executive’s continued satisfaction of the obligations imposed on the Covered Executive pursuant to Section 5 and the execution of the Release by the Covered Executive and the expiration of any revocation period with respect to such Release within 60

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days of the Terminating Event, the Company shall pay to the respective Covered Executive, subject to the terms and conditions set forth below, the benefits as listed in the following chart:

Covered Executive	Severance Benefits
Chief Executive Officer President Executive Vice President Senior Vice President	(i)Two times base salary; plus (ii)Two times the higher of (a) the executive’s annual incentive plan target bonus for the fiscal year in which the Terminating Event occurs; or (b) the annual incentive plan bonus actually paid to the executive for the fiscal year that immediately precedes the fiscal year in which the Terminating Event occurs; plus (iii)Pro-Rata Bonus; plus (iv)Continued health and dental insurance coverage for 24 months; plus (v)Reimbursement for outplacement services of up to $25,000; plus (vi)Full and accelerated vesting of all outstanding equity awards, including stock options and all other stock-based equity awards, effective as of the applicable Terminating Event, such that all such awards become nonforfeitable and, with respect to stock options, fully exercisable, as of the Terminating Event.
Group Vice President Vice President	(i)One times base salary; plus (ii)One times the higher of (a) the executive’s annual incentive plan target bonus for the fiscal year in which the Terminating Event occurs; or (b) the annual incentive plan bonus actually paid to the executive for the fiscal year that immediately precedes the fiscal year in which the Terminating Event occurs; plus (iii)Pro-Rata Bonus; plus (iv)Continued health and dental insurance coverage for 12 months; plus (v)Reimbursement for outplacement services of up to $15,000; plus (vi)Full and accelerated vesting of all outstanding equity awards, including stock options and all other stock-based equity awards, effective as of the applicable Terminating Event, such that all such awards become nonforfeitable and, with respect to stock options, fully exercisable, as of the Terminating Event.

The amounts set forth in the chart above, other than the Pro-Rata Bonus, shall be paid, subject to Section 11, to the respective Covered Executive in a single lump sum payment on the first business day following the expiration of the 60-day period beginning on the date of the Terminating Event. The amount, if any, payable as a Pro-Rata Bonus shall be paid at the same time and in the same manner as bonuses are paid to Company employees generally, but in no event later than March 15th of the year following the fiscal year to which such bonus relates.

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4.Additional Limitation.

(a)Anything in this Plan to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Company to or for the benefit of the Covered Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(i)If the Severance Payments, reduced by the sum of (A) the Excise Tax and (B) the total of the Federal, state, and local income and employment taxes payable by the Covered Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Covered Executive shall be entitled to the full benefits payable under this Plan.

(ii)If the Threshold Amount is less than (A) the Severance Payments, but greater than (B) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Plan shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(b)For the purposes of this Section 4, “Threshold Amount” shall mean three times the Covered Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less $1.00; and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Covered Executive with respect to such excise tax.

(c)The determination as to which of the alternative provisions of Section 4(a) shall apply to the Covered Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Covered Executive within 15 business days of the Terminating Event, if applicable, or at such earlier time as is reasonably requested by the Company or the Covered Executive. For purposes of determining which of the alternative provisions of Section 4(a) shall apply, the Covered Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Covered Executive’s residence on the Terminating Event, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Covered Executive.

5.Confidential Information, Noncompetition and Cooperation.

(a)Confidentiality. The Covered Executive understands and agrees that the Covered Executive’s employment creates a relationship of confidence and trust between the

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Covered Executive and the Company with respect to all Confidential Information (as defined below). At all times, both during the Covered Executive’s employment with the Company and after his or her termination, the Covered Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Covered Executive’s duties to the Company.

(b)Confidential Information. As used in this Plan, “Confidential Information” means information belonging to the Company which is of value to the Company in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Company. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company. Confidential Information includes information developed by the Covered Executive in the course of the Covered Executive’s employment by the Company, as well as other information to which the Covered Executive may have access in connection with the Covered Executive’s employment. Confidential Information also includes the confidential information of others with which the Company has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Covered Executive’s duties under Section 5(a).

(c)Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Covered Executive by the Company or are produced by the Covered Executive in connection with the Covered Executive’s employment will be and remain the sole property of the Company. The Covered Executive will return to the Company all such materials and property as and when requested by the Company. In any event, the Covered Executive will return all such materials and property immediately upon termination of the Covered Executive’s employment for any reason. The Covered Executive will not retain with the Covered Executive any such material or property or any copies thereof after such termination.

(d)Noncompetition and Nonsolicitation. During the employment of the Covered Executive and for 12 months (24 months if the Covered Executive is the Company’s Chief Executive Officer) thereafter, the Covered Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company (other than terminations of employment of subordinate employees undertaken in the course of the Covered Executive’s employment with the Company); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Company. The Covered Executive understands that the restrictions set forth in this Section 5(d) are intended to protect the Company’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Plan, the term “Competing Business” shall mean a business conducted anywhere in the United States that is competitive with any business which the Company or any of its affiliates conducts or proposes to conduct at any time during the employment of the Covered Executive. Notwithstanding the foregoing, the Covered Executive may own up to one percent of the

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outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

(e)Litigation and Regulatory Cooperation. During and after the Covered Executive’s employment, the Covered Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Covered Executive was employed by the Company. The Covered Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Covered Executive’s employment, the Covered Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Covered Executive was employed by the Company. The Company shall reimburse the Covered Executive for any reasonable out-of-pocket expenses incurred in connection with the Covered Executive’s performance of obligations pursuant to this Section 5(e).

(f)Non-Disparagement. During the employment of the Covered Executive and after the termination of employment of the Covered Executive, the Covered Executive agrees not to make or cause to be made, directly or indirectly, any statement to any person criticizing or disparaging the Company or any of its stockholders, directors, officers or employees or commenting unfavorably or falsely on the character, business judgment, services, products, business practices or business reputation of the Company or any of its stockholders, directors, officers or employees.

(g)Injunction. The Covered Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Covered Executive of the promises set forth in this Section 5, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 10 of this Plan, the Covered Executive agrees that if the Covered Executive breaches, or proposes to breach, any portion of this Plan, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

6.Withholding. All payments made by the Company under this Plan shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

7.Plan Administrator.

(a)It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties, subject only to determinations by the Named Appeals Fiduciary (as defined in Section 10), with respect to denied claims for benefits. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

(b)The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by

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the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.

(c)The Plan Administrator shall keep a copy of all records relating to the payment of benefits to Covered Executives and former Covered Executives and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee, the Company and to each Covered Executive for examination during business hours except that a Covered Executive shall examine only such records as pertain exclusively to the examining Covered Executive and to the Plan. The Plan Administrator shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA and every other relevant statute, each as amended, and all regulations thereunder.

8.Discretion. Any decisions, actions or interpretations to be made under the Plan by the Company shall be made in its sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties. As a condition of participating in the Plan, the Covered Executive acknowledges that all decisions and determinations of the Company shall be final and binding on the Covered Executive, his or her beneficiaries and any other person having or claiming an interest under the Plan on his or her behalf.

9.Payment. Payment of benefits to Covered Executives shall be made in such amount as determined by the Company pursuant to Section 3, from the Company’s general assets.

10.Claims Procedures.

(a)Claim. Each Covered Executive under this Plan may contest only the administration of the benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No appeal is permissible as to a Covered Executive’s eligibility for or the amount of benefits, which are decisions made solely within the discretion of the Company. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Section 10 are exhausted and a final determination is made by the Plan Administrator and/or the Named Appeals Fiduciary. If a Covered Executive or other interested person challenges a decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by the court of law will be limited to the facts, evidence and issues presented to the Plan Administrator during the claims procedure set forth in this Section 10. Facts and evidence that become known to the terminated Covered Executive or other interested person after having exhausted the claims procedure must be brought to the attention of the Plan Administrator for reconsideration. Issues not raised with the Plan Administrator and/or Named Appeals Fiduciary will be deemed waived.

(b)Initial Claim. Before the date on which payment of benefits commence, each such application must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any claim relating to the administration of benefits is denied in whole or in part, the Covered Executive or his or her beneficiary (“claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within 90 days after the receipt of the claim for benefits. This period may be extended an additional 90 days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the claimant prior to the end of the initial 90-day period. The notice advising of the denial shall specify the following: (i) the reason or reasons for

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denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. If it is determined that payment is to be made, any such payment shall be made within ninety (90) days after the date by which notification is required.

(c)Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:

(i)A claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within 60 calendar days after notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(ii)The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.

(iii)The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefore. The determination shall be made to the claimant within 60 days after the claimant’s request for review, unless the Names Appeals Fiduciary determines that special circumstances requires an extension of time for processing the claim. In such case, the Named Appeals Fiduciary shall notify the claimant of the need for an extension of time to render its decision prior to the end of the initial 60-day period, and the Named Appeals Fiduciary shall have an additional 60-day period to make its determination. The determination so rendered shall be binding upon all parties. If the determination is adverse to the claimant, the notice shall provide (i) the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to a the claimant’s claim for benefits, and (iv) state that the claimant has the right to bring an action under ERISA Section 502(a). If the final determination is that payment shall be made, then any such payment shall be made within 90 days after the date by which notification of the final determination is required.

(d)Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary shall be the person or persons named as such by the Committee, or, if no such person or persons be named, then the person or persons named by the Plan Administrator as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Committee, and any Named Appeals Fiduciary named by the Plan Administrator may be removed by the Plan Administrator. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility, or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

(e)Arbitration; Expenses. In the event of any dispute under the provisions of this Plan, other than a dispute in which the primary relief sought is an equitable remedy such as

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an injunction, the parties shall have the dispute, controversy or claim settled by arbitration in Boston, Massachusetts (or such other location as may be mutually agreed upon by the Company and the Covered Executive) in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and the Covered Executive, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Plan or to award a remedy for a dispute involving this Plan other than a benefit specifically provided under or by virtue of the Plan. If the Covered Executive substantially prevails on any material issue, which is the subject of such arbitration or lawsuit, the Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including the Company’s and Covered Executive’s reasonable attorneys’ fees and expenses); in this event, any such fees and expenses are limited to those typically incurred in the usual course of arbitration proceedings and shall not be negotiable or determinable by the Covered Executive, and payment to the Covered Executive of such amounts shall occur within 90 days after the date of entry of judgment (entered in accordance with applicable law in any court of competent jurisdiction) of the final, binding and non-appealable arbitration settlement. Otherwise, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees of the American Arbitration Association.

11.Section 409A.

(a)Anything in this Plan to the contrary notwithstanding, if at the time of the Covered Executive’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Covered Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Covered Executive becomes entitled to under this Plan would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Covered Executive’s separation from service, or (B) the Covered Executive’s death.

(b)The parties intend that this Plan will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Plan is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Plan is intended to provide certain benefits that meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Code Section 409A and the regulations promulgated thereunder.

(c)The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d)The Company makes no representation or warranty and shall have no liability to the Covered Executive or any other person if any provisions of this Plan are

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determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

12.Notice and Date of Termination.

(a)Notice of Termination. After the occurrence of a Terminating Event, such event shall be communicated by written Notice of Termination from the Company to the Covered Executive or vice versa in accordance with this Section 12. For purposes of this Plan, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and the Date of Termination.

(b)Date of Termination. “Date of Termination,” with respect to any purported termination of a Covered Executive’s employment, shall mean the date specified in the Notice of Termination.

(c)Notice to the Company. Covered Executive will send all communications to the Company relating to this Plan, in writing, addressed as follows, subject to change when notified by the Company:

Insulet Corporation

ATTN: General Counsel

600 Technology Park Drive, Suite 200

Billerica, MA 01821

(d)Notice to the Executive. Company will send all communications to the Covered Executive, relating to this Plan, in writing, addressed to the Covered Executive at the last address the Covered Executive has filed in writing with the Company.

13.No Mitigation. The Covered Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Covered Executive by the Company under this Plan. Further, the amount of any payment provided for in this Plan shall not be reduced by any compensation earned by the Covered Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Covered Executive to the Company, or otherwise.

14.Benefits and Burdens. This Plan shall inure to the benefit of and be binding upon the Company and the Covered Executives, their respective successors, executors, administrators, heirs and permitted assigns. In the event of a Covered Executive’s death after a Terminating Event but prior to the completion by the Company of all payments due him under this Plan, the Company shall continue such payments to the Covered Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Covered Executive fails to make such designation).

15.Enforceability. If any portion or provision of this Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.

16.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall

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not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

17.Notices. Any notices, requests, demands, and other communications provided for by this Plan shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to a Covered Executive at the last address the Covered Executive has filed in writing with the Company, or to the Company at their main office, attention of the Board of Directors.

18.Effect on Other Plans. Nothing in this Plan shall be construed to limit the rights of the Covered Executives under the Company benefit plans, programs or policies.

19.Unfunded Plan. The Plan shall not be funded. No Covered Executive shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of benefits hereunder.

20.Amendment or Termination of Plan. The Company may amend or terminate this Plan at any time or from time to time provided, however, that this Plan may not be terminated, suspended or amended in any material respect during the period beginning 60 days prior to a Change in Control and ending two years after a Change in Control. No amendment shall give the Company the right to recover any amount paid to a Covered Executive prior to the date of such amendment or to cause the cessation of any benefits already approved for a Covered Executive who has executed a Release. Any amendment or termination of the Plan must comply with all applicable legal requirements including, without limitation, compliance with Code Section 409A and the regulations and rulings promulgated thereunder, securities, tax, or other laws, rules regulations or regulatory interpretation thereof, applicable to the Plan. The Plan shall continue in full force and effect until termination of the Plan pursuant to this Section 20; provided, however, that after the termination of the Plan, if any Covered Executive terminated employment on account of a Terminating Event prior to the termination of the Plan and is still receiving benefits under the Plan, the Plan shall remain in effect until all of the obligations of the Company are satisfied with respect to such Covered Executive.

21.Governing Law. This Plan shall be construed under and be governed in all respects by the laws of The Commonwealth of Massachusetts.

22.Obligations of Successors. Any successor to the Company shall assume the obligations under this Plan and expressly agrees to perform the obligations under this Plan.

ADOPTED: May 8, 2008

AMENDED: November 14, 2008

AMENDED: December 16, 2010

AMENDED: February 1, 2015

AMENDED: March 25, 2016

AMENDED: December 14, 2016

AMENDED: January 1, 2019

AMENDED: February 17, 2023

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EX-10.5

Exhibit 10.5

INSULET CORPORATION

ANNUAL INCENTIVE PLAN

SECTION 1.

BACKGROUND, PURPOSE AND DURATION

1.1Effective Date. Insulet Corporation established this Insulet Corporation Annual Incentive Plan effective as of January 1, 2023 (“Effective Date”).

1.2Purpose of the Plan. The Plan is designed to motivate Company employees to achieve certain pre-established Company and individual objectives by providing the opportunity for incentive compensation in addition to annual salaries.

SECTION 2.

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1“Actual Award” means as to any Performance Period, the actual award of incentive compensation (if any) payable to a Participant for the applicable Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 4.6 to increase, reduce or eliminate the award determined by the Payout Formula.

2.2“Affiliate” means any corporation that is a “subsidiary corporation” of the Company and any joint venture in which the Company or any such “subsidiary corporation” owns a controlling equity interest. “Subsidiary corporation” shall have the meaning set forth in Code Section 424(e); provided that, to the extent required to avoid the imposition of additional taxes under Code Section 409A, an entity shall not be treated as a subsidiary corporation unless it is also an entity in which the Company has a “controlling interest” (as defined in Treas. Reg. Section 1.409A-1(b)(5)(ii)(E)(1)), either directly or through a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, as determined by the Committee.

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

2.4“Cause” shall mean, and shall be limited to, the occurrence of any one or more of the following events:

(a)conduct by the Employee constituting a material act of willful misconduct in connection with the performance of such employee’s duties, including, without limitation, misappropriation of funds or property of the Company or any Affiliate other than the occasional, customary and de minimis use of Company property for personal purposes; or

(b)the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that

would reasonably be expected to result in material injury to the Company or any Affiliate if such employee were retained; or

(c)the substantial failure by the Employee to perform the duties and responsibilities of such employee’s job as required by the Company or the willful and deliberate material non-performance by the Employee of such employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of such non-performance from the Company; or

(d)a breach by the Employee of any of the provisions contained in any confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenant agreement by and between the Employee and the Company or Affiliate; or

(e)a material violation by the Employee of the Company’s employment policies which has continued following written notice of such violation from the Company; or

(f)willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes of clauses (a), (c) or (f) hereof, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee without reasonable belief that the Employee’s act or failure to act, was in the best interest of the Company and its subsidiaries and affiliates.

2.5“Code” means the Internal Revenue Code of 1986, as amended.

2.6“Committee” means the Talent and Compensation Committee of the Board or its delegate as set forth in Section 3.4 hereof.

2.7“Company” means Insulet Corporation.

2.8“Disability” means the disability of a Participant such that the Participant is considered disabled under any retirement plan of the Company which is tax-qualified under Code Section 401, or, in the case of a Participant employed by a non-U.S. Affiliate or in a non-U.S. location, under any retirement plan or long-term disability plan of the Company or such Affiliate applicable to such Participant, or as otherwise determined by the Committee.

2.9“Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.10“Fiscal Year” means the fiscal year of the Company.

2.11“Participant” means as to any Performance Period, an Employee who has been selected for participation in the Plan for such Performance Period.

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2.12“Payout Formula” means as to any Performance Period, the formula, method of calculation or payout matrix established by the Committee pursuant to Section 4.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

2.13“Performance Category” means performance of the Company as a whole (“Company Performance”) and/or individual performance (“Individual Performance”) (each defined as a “Performance Category”).

2.14“Performance Period” means generally, the Fiscal Year. However, the Committee may, at its discretion, designate a shorter period.

2.15“Plan” means the Insulet Corporation Annual Incentive Plan, as set forth herein and as hereafter amended from time to time.

2.16“Salary” of a Participant for a Performance Period, means the Participant’s eligible earnings during such period, determined in accordance with the normal payroll practices of the Company (or an Affiliate, as the case may be) including:

(a)annual base salary;

(b)the amount of any reduction in the Participant’s annual base salary to which a Participant has agreed as part of any plan of the Company or its Affiliates to use the amount of such reduction to purchase benefits under a cafeteria plan under Code Section 125, a transportation fringe benefit plan under Code Section 132(f), or in connection with any qualified cash or deferred arrangement under Code Section 401(k); but

(c)excluding: (i) any discretionary bonuses (such as hiring or sign-on bonuses); (ii) workers compensation payments; (iii) short-term disability benefit payments; (iv) long-term disability benefit payments; (v) other payments made by a third party; (vi) service awards; (vii) tuition reimbursements; (viii) relocation allowances; (ix) severance payments; (x) any one-time payment, or other payment not directly related to annual base salary (such as referral bonuses, incentive payments for a current Performance Period or prior Performance Period and other similar payments); (xi) payments of deferred compensation, whether qualified or nonqualified; and (xii) expatriate allowances.

2.17“Target Award” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of such Participant’s Salary or a specific dollar amount, as determined by the Committee in accordance with Section 4.2 hereof.

2.18“Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not limited to, a termination by resignation, discharge, death, Disability, retirement, or the cessation of Affiliate status, whether through sale, decrease in equity ownership or otherwise, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

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SECTION 3.

ADMINISTRATION

3.1Committee is the Administrator. The Plan shall be administered by the Committee.

3.2Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be Participants, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States of America, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules.

3.3Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

3.4Committee Delegation. The Committee may delegate all or any part of its authority to senior executives of the Company and its Affiliates. Unless the Committee determines otherwise, the Committee shall be treated as having delegated its authority to the Company’s Chief Executive Officer (“CEO”) to the fullest extent permitted, including, but not limited to, the authority to select participants, and determine target awards, performance objectives and actual awards. The word “delegate” need not be used in a provision to indicate the Committee’s delegation to the CEO. The CEO may make such determinations and take such actions within the scope of such delegation as the CEO deems necessary; provided, however, that the CEO may not make any determinations or take any actions directly related to the payment of any Actual Award to the CEO hereunder, such determinations and actions being reserved exclusively to the Committee or the Board. In the CEO’s sole discretion, the CEO may delegate all or part of the CEO’s authority and powers under the Plan to one or more directors, officers, or other employees of the Company on such terms and conditions as the CEO may provide.

3.5Indemnification. To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee or the CEO delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damages, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

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SECTION 4.

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

4.1Selection of Participants. The Committee, or its delegate(s), shall select the Employees who shall be Participants for any Performance. Employees who are hired after the commencement of a Performance Period but prior to October 1 during the Performance Period shall be eligible to participate in the Plan for that Performance Period. Participation in the Plan is in the sole discretion of the Committee, or its delegate(s), and on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

4.2Determination of Target Awards. The Committee shall establish a Target Award for each executive within its purview, and the CEO or his/her delegate shall establish a Target Award for each other Participant. The amount of each Participant’s Target Award shall be determined by the Committee or its delegate(s), based upon the Participant’s level of responsibility within the Company or such other objective criteria as the Committee or its delegate(s) may determine is appropriate. Incentive targets will generally be expressed as a percentage of base salary, such that a Target Award for a Participant would be x% of the Participant’s base salary.

4.3Determination of Performance Objectives. The Committee, in its sole discretion, shall establish the Performance Objectives for the Performance Period. Such Performance Objectives shall be set forth in writing. “Performance Objectives” means the Company Performance and/or Individual Performance Category goal(s) (or combined goal(s)) determined by the Committee (in its sole discretion) to be applicable to the Participants for a Target Award for a Performance Period. As determined by the Committee, the Performance Objectives for any Target Award applicable to the Participants may provide for a targeted level or levels of achievement in the Performance Categories using one or more financial or other measures. The Performance Objectives may differ from award to award. Minimum threshold(s) may be set by the Committee for any or all of the Performance Categories (as defined in Section 4.4), below which no Actual Awards may be payable for that Performance Category. A Participant may be assigned multiple Performance Objectives in the same Performance Category. In such cases the Performance Objectives shall be given a percentage weight that is dependent on the assessment of the importance of the Performance Objective and the sum of the percentage weights in a Performance Category shall equal 100%.

4.4Determination of Payout Formula or Formulas. The Committee, in its sole discretion, shall establish a Payout Formula or Formulas for purposes of determining the Actual Award (if any) payable to executives within its purview and the CEO (or his/her delegates) shall follow the payout formula for the Company Objective.

Each Participant’s entitlement to an Actual Award will be based on one or more of the percentage-weighted combination(s) of the performance of the Company as a whole (“Company Performance”) and/or individual performance (“Individual Performance”). The Committee or its delegate(s) shall designate for each Participant in the Plan one or a combination of Performance Categories based upon the level of impact and responsibility the Participant’s job has on corporate results and/or individual performance. The Payout Formula applicable to a Participant shall include one or a combination of the foregoing Performance Categories.

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4.5Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify the extent to which the Company Performance Objectives for the Performance Period were achieved. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee as well as the Participants’ Individual Performance, as applicable. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, (b) increase the Actual Award payable to any Participant above that which otherwise would be payable under the Payout Formula but not to an amount that exceeds two times such Participant’s Target Award, and (c) pursuant to the provisions of Section 5.4, determine whether or not a Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid.

SECTION 5

PAYMENT OF AWARDS

5.1Right to Receive Payment. The Company and its Affiliates shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any amounts under the Plan, and rights to the payment hereunder shall be no greater than the rights of the Company’s unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company and its Affiliates.

5.2Timing of Payment. A Participant’s Actual Award for a Performance Period, if any, shall be paid such Participant within two and one-half months following the close of the Fiscal Year.

5.3Form of Payment. Payment of an Actual Award shall be in cash in the form of a single, lump sum payment.

5.4Termination of Employment During Performance Period.

(a)Except as otherwise provided in Section 5.4(b), if a Participant experiences a Termination of Employment during a Performance Period, then such Participant shall not be eligible to receive an Actual Award for such Performance Period but shall forfeit any rights to the Actual Award for such Performance Period effective as of such Participant’s employment termination date. Except as otherwise provided in Section 5.4(b), if a Participant experiences a Termination of Employment during the period between the end of a Performance Period and the date on which the Actual Award for such prior Performance Period is otherwise payable to such Participant, then such Participant shall, in addition to the forfeiture provided in the previous sentence, forfeit any rights to the Actual Award for such prior Performance Period effective as of such Participant’s employment termination date.

(b)Notwithstanding the provisions of Section 5.4(a) to the contrary, if a Participant experiences a Termination of Employment during a Performance Period that is (i) the result of such Participant’s death or Disability; or (ii) initiated by the Company as an involuntary termination of employment not for Cause where the Participant is entitled to severance or other termination benefits pursuant to a plan, program or arrangement sponsored or

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maintained by the Company or an Affiliate and has, if applicable, entered into a release of claims against the Company or an Affiliate pursuant to the applicable plan, program or arrangement, then the Participant (or the Participant’s beneficiary in the case of the Participant’s death) shall be entitled to receive the following: (A) if such Participant’s employment termination date occurs during the period between the end of a Performance Period and the date on which the Actual Award for such prior Performance Period is otherwise payable to such Participant, the Actual Award for the prior Performance Period payable at the same time and in the same manner as the Actual Award is payable to active Company employees; and (B) a pro rata portion of the Actual Award for the Performance Period in which such Participant’s employment termination date occurs and for which such Participant otherwise would have been eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate.

(c)Notwithstanding anything in this Section 5.4 to the contrary, a Participant shall not be entitled to any Actual Award for any Performance Period if the Participant’s employment is terminated by the Company or Affiliate for Cause. If a Participant’s employment is terminated for Cause, the time at which the Participant ceases to be an employee for purposes of this Section 5.4 shall mean the time at which such Participant is instructed or notified to cease performing such Participant’s job responsibilities for the Company or any Affiliate, whether or not for other reasons, such as payroll, benefits or compliance with legal procedures or requirements, such Participant may still have other attributes of an employee.

5.5Beneficiary. The Committee or its delegate may create a procedure whereby a Participant may file, on a form to be provided by the Company, a written election designating one or more beneficiaries with respect to the amount, if any, payable in the event of the Participant’s death. The Participant may amend such beneficiary designation in writing at any time prior to the Participant’s death without the consent of any previously designated beneficiary. Such designation or amended designation, as the case may be, shall not be effective unless and until received by the authorized representatives of the Company prior to the Participant’s death. In the absence of any such designation, the amount payable, if any, shall be delivered to the legal representative of such Participant’s estate.

SECTION 6.

GENERAL PROVISIONS

6.1Tax Withholding. The Company or an Affiliate shall have the right to deduct from any payment made under the Plan any federal, state, local or non-U.S. income, payroll or other taxes required by law to be withheld with respect to such payment.

6.2No Effect on Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or perform services for the Company or any Affiliate, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Affiliates.

6.3Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

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6.4Release. Any payment of an Actual Award to or for the benefit of a Participant or beneficiary that is made in good faith by the Company and its Affiliates in accordance with the Company’s interpretation of its obligations hereunder, shall be in full satisfaction of all claims against the Company and its Affiliates for payments under the Plan.

6.5Notices. Any notice provided by the Company under the Plan may be posted to a Company-designated website. All notices provided by an Employee under the Plan shall be sent in writing to the Company’s Senior Vice President, Secretary and General Counsel. All Company correspondence to an Employee shall be sent in writing to the Employee at the address which is such Participant’s recorded address as listed on the most recent election form or as specified in the Company’s or Affiliate’s records.

6.6Benefits Not Transferable. Except as may be approved by the Committee, a Participant’s rights and interest under the Plan may not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise (except in the event of a Participant’s death) including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, that, subject to applicable law, any amounts payable to any Participant hereunder are subject to reduction to satisfy any liabilities owed to the Company or any of its Affiliates by the Participant.

6.7Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger or consolidation of all or substantially all of the business or assets of the Company or such Affiliate, or otherwise.

6.8Actions and Decision Regarding the Business or Operations of the Company. Notwithstanding anything in the Plan to the contrary, none of the Company, its Affiliates, nor any of their respective officers, directors, employees or agents shall have any liability to any Participant (or his or her beneficiaries or heirs) under the Plan or otherwise on account of any action taken, or not taken, in good faith by any of the foregoing persons with respect to the business or operations of the Company or any Affiliates.

6.9Compliance With Section 409A. This Plan is intended to comply with Code Section 409A and will be interpreted in a manner intended to comply with Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of a Participant’s termination of employment with the Company, the Participant is a “specified employee” as defined in Code Section 409A (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Code Section 409A) and (ii) if any other payments of money or other benefits due to a Participant hereunder could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does

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not cause such an accelerated or additional tax. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under Code Section 409A.

SECTION 7.

AMENDMENT, TERMINATION AND DURATION

7.1Plan Amendment or Suspension. The Plan may be amended or suspended in whole or in part at any time and from time to time by the Committee.

7.2Plan Termination. This Plan shall terminate upon the adoption of a resolution of the Committee terminating the Plan.

7.3Duration of the Plan. The Plan shall commence on the date specified herein, and subject to Sections 7.1 and 7.2 (regarding the Board’s right to amend or terminate the Plan, respectively), shall remain in effect thereafter.

SECTION 8.

LEGAL CONSTRUCTION

8.1Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

8.2Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.3Requirements of Law. The granting and payment of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.4Governing Law. The validity, construction, interpretation, administration and effect of the Plan, and rights relating to the Plan and to awards granted under the Plan, shall be governed by the substantive laws, but not the choice of law rules, of the Commonwealth of Massachusetts.

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EX-10.6

Exhibit 10.6

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (this “Agreement”) is made as of February ___, 2023, by and between Insulet Corporation, with offices located at 100 Nagog Park, Acton, MA 01720 (“Insulet”), and Charles J. Alpuche, with an address on file with Insulet (“You”).

WHEREAS, you are employed by Insulet and have announced your intention to retire on March 31, 2023 (the “Retirement Date”).

WHEREAS, you and Insulet have agreed that following your retirement, from April 1, 2023 to and including December 31, 2023 (the “Consulting Period”), you will provide consulting services to Insulet pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter recited, and additional consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Scope of Services:During the Consulting Period, you will provide the services and deliver any required reports and other deliverables described in a Statement of Work (each, an “SOW”) signed by authorized representatives of both parties (the “Consulting Services”). Each SOW shall set forth, at a minimum, the Consulting Services to be performed and the fees for such Consulting Services. The initial SOW is attached hereto as “Statement of Work #1.”For purposes of this Agreement, "Deliverables" means any required reports or other deliverables described in a SOW, including work-in-process.

2.Compensation and Benefits:Insulet agrees to pay you for the Consulting Services in accordance with the applicable SOW.As set forth in Section 11 of this Agreement, you acknowledge and agree that it you are responsible for payment of all federal and state income taxes, and social security taxes owing with respect to compensation paid to or on behalf of you pursuant to this Agreement. Your benefits under any group health plan (medical, dental and vision) will not extend beyond your Retirement Date.

3.Reimbursement of Expenses: Insulet shall pay you for actual out-of-pocket expenses incurred by you in furtherance of your performance under the applicable SOW.Such expenses shall be incurred by you based upon Insulet’s prior notice and approval. At Insulet's request, you will provide copies of supporting documentation as may be reasonably appropriate for Insulet or its accountants to confirm the nature and amount of any such expenses.

4.Equity Vesting and Exercise.Equity shall not continue to vest after your Retirement Date.You may, however, exercise any options vested as of your Retirement Date until the respective dates set forth in Schedule A hereto.Notwithstanding the foregoing, pursuant to the terms of your existing 2022 PSU Award Agreement, the performance share units (“PSUs”) granted to you in February 2022 shall vest on the Determination Date on a pro-rata basis based on the number of days you were employed during the Performance Period (which shall end on your Retirement Date).Determination Date and Performance Period shall have the meanings ascribed to them in your Fiscal 2022 PSU Award Agreement.

5.Insulet’s Policies:You must observe at all times the security and safety policies of Insulet and/or its customers, and any other reasonable policies of Insulet and/or its customers with respect to which Insulet provides you notice.

6.Confidential Information: You acknowledge that you have acquired and may continue to acquire from Insulet or its customers or suppliers information of a competitively sensitive or proprietary nature in connection with the Consulting Services performed by you, and that the

Deliverables are confidential and proprietary to Insulet (collectively, “Confidential Information”). You agree to hold such Confidential Information in strict confidence and to use and disclose the same only for the purpose of performing Consulting Services hereunder. You agree that you will not allow any unauthorized person access to Confidential Information, either before or after the termination of this Agreement, and that you will take all action reasonably necessary and satisfactory to Insulet to protect the confidentiality of the Confidential Information. In addition, you will not use the Confidential Information for any purpose other than performing the Consulting Services. These restrictions shall not apply to (a) information generally available to the public; (b) information released by Insulet generally without restriction; or (c) information independently developed or acquired by you without reliance on protected information of Insulet or its customers. You agree to provide Insulet notice immediately after learning of or having reason to suspect a breach of any of these confidentiality obligations. Notwithstanding the foregoing restrictions, you may disclose information to the extent required by an order of any court or other governmental authority, but only after you have notified Insulet and given Insulet a reasonable opportunity to obtain protection for such information in connection with such disclosure. The obligations arising under this Agreement to hold Confidential Information in strict confidence and to use the same solely for the purpose of this Agreement is in addition to and does not supersede any prior agreements between you and Insulet regarding Confidential Information.

7.Return of Property. Upon termination of your services to Insulet, or at any earlier time upon request from Insulet, you shall deliver promptly to Insulet all property of Insulet that is in your possession or under your control, including any computers, mobile telephones, credit cards, keys, records, files, documents, data, computer disks and other computer storage media.

8.Non-Solicitation: You acknowledge the importance to Insulet of the continuity of the personnel performing Consulting Services and of Insulet’s relationships with its customers, and you agree that during the Consulting Period and for a period of twelve (12) months following expiration or termination you will not solicit the services or employ any of the employees of Insulet.

9.Warranties: You understand that Insulet respects proprietary rights and does not desire to acquire from you any trade secrets or confidential information of third parties.You represent and warrant to Insulet that (a) you are not under any pre-existing obligation inconsistent with the terms of this Agreement; (b) the Consulting Services to be performed under this Agreement and the results thereof (including without limitation the Deliverables) will be your original work, free and clear of any claims or encumbrances of any kind, and will not infringe any copyright or misappropriate a trade secret of any person or entity; (c) any Deliverables provided in electronic form include no computer instructions the purpose of which is to disrupt or damage or interfere with the use of computer and telecommunications facilities or to perform functions which are not an appropriate part of the functionality of the Deliverables and the purpose of which is to disrupt processing; and (d) your performance of the Consulting Services does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations you have to any third party or any other rights of any third party.

10.Termination: Notwithstanding any other language in this Agreement, Insulet may terminate the Consulting Period and this Agreement under the following circumstances: (i) immediately upon your material failure or refusal to perform satisfactorily the Consulting Services, (ii) immediately upon a material breach of this Agreement, (iii) immediately if you engage in any act that involves material dishonesty or demonstrates a willful and continuing disregard for the best interests of Insulet, or (iv) for any other reason upon no less than sixty (60) days’ notice to you. Notwithstanding any other language in this Agreement, you may terminate the Consulting Period and this Agreement under the following circumstances: (i) immediately upon a material breach of this Agreement by Insulet, or (ii) for any other reason upon no less than sixty (60) days’ notice to Insulet.Termination of this Agreement shall automatically terminate all SOWs hereunder.

Upon termination of this Agreement, you will immediately deliver to Insulet all Deliverables and all tangible embodiments of Confidential Information. Within sixty (60) days of termination of this Agreement and/or any SOW hereunder for any reason, you will submit to Insulet an itemized invoice for any unpaid fees or expenses properly payable by Insulet.Insulet, upon payment of amounts so invoiced, shall thereafter have no further liability or obligation to you whatsoever for any further fees or expenses arising under this Agreement. Or such terminated SOW.

11.Relationship of Parties:Your relationship to Insulet during the Consulting Period shall be that of an independent contractor. For your performance of the Consulting Services, you shall not be treated as an employee of Insulet and shall not be entitled to any compensation or benefits provided to employees of Insulet. Insulet will not withhold FICA or income tax payments from any amounts payable to you under this Agreement, and you shall be solely responsible for the payment of any income, employment, or other taxes owing with respect to compensation paid to or on behalf of you under this Agreement. Insulet does not guarantee any particular tax consequence or result with respect to any compensation paid to or on behalf of you under this Agreement. You shall indemnify and hold Insulet harmless against any claim or liability (including penalties) resulting from your failure to pay such taxes or contributions, or your failure to file any such tax forms. It is also expressly understood that you shall not be considered Insulet’s agent or employee and have no authority whatsoever to bind Insulet by contract or otherwise.

12.Assignment:The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that, as Insulet has specifically contracted for your services, you may not assign or delegate your obligations under this Agreement either in whole or in part without Insulet’s prior written consent.

13.Governing Law; Severability: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to choice of law. If any provision of this Agreement is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

14.Complete Understanding; Modification: This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties.

15.Notices:Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by overnight courier, certified or registered mail, three days after the date of mailing provided that notice of change of address shall be deemed effective only upon receipt.

16.Legal and Equitable Remedies:You acknowledge that the Services are personal and unique and that you will have access to Confidential Information. Insulet will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Insulet may have for a breach of this Agreement without the necessity of posting a bond.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.

INSULET CORPORATION	CONSULTANT
By:	By:
Name:	Name:	Charles J. Alpuche
Title:	Date:
Date:

Statement of Work #1

This Statement of Work #1 (“SOW”) dated as of __________, 2023 (the “Effective Date”), is governed exclusively by the terms and conditions of the Consulting Services Agreement (the “Agreement”) effective as of _________, 2023, entered into by and between Insulet Corporation (“Insulet”) and Charles J. Alpuche (“You”).

1.SERVICES AND DELIVERABLES: You agree to provide Insulet with consulting services as follows:

(a)You will make yourself available on each business day during the weeks set forth below (each week, a “Full Week”), (i) to provide general guidance to the Head of Global Supply Chain Operations, to the General Manager, Southeast Asia, and to any other Insulet employee as may be requested; and (ii) to assist in the preparation of materials for meetings of the Board of Directors:

•Week 1.May 1, 2023 to May 5, 2023 (5 days)

•Week 2.August 28, 2023 to September 1, 2023 (5 days)

•Week 3.November 13, 2023 to November 17, 2023 (5 days)

Any changes to these dates must be agreed to by both you and Insulet.

(b)If requested by Insulet, you will travel to Malaysia no more than two (2) times to assist with matters related to Insulet’s facility in Malaysia, at dates mutually agreed upon between you and Insulet.

2.FEES: The fee for the Services, including any Deliverables will be $5,000 for each day of a Full Week worked, with a maximum of $25,000 per Full Week, as well as $5,000 for each day of travel to and work in Malaysia, as applicable (the “Fees”).

3.TERM: The term of this SOW will commence on April 1, 2023 and terminate on December 31, 2023 (the “SOW Term”), unless earlier terminated in accordance with the terms of the Agreement. Insulet may, at its discretion, and when mutually agreed upon between the parties, extend the SOW Term.

4.EXPENSES: You will be reimbursed for reasonable out-of-pocket expenses that are approved in advance by Insulet, supported with back-up documentation incurred in performance of the Consulting Services as set forth in the Agreement.

5.BILLING EMAIL ADDRESS: You shall invoice Insulet at accountspayable@insulet.com, unless otherwise identified at the time of engagement

6.PAYMENT SCHEDULE: Invoices will be due and payable within thirty (30) days after Insulet’s receipt of such invoice; provided that invoices may not be issued prior to the date of completion of the applicable Services or milestones and provision of Deliverable to Insulet, as applicable, as stated in this SOW.

7.ENTIRE AGREEMENT: You acknowledge that you have read the Agreement and this SOW and agree that is it the complete and exclusive understanding between the parties relating to the subject matter addressed in this SOW and the Agreement.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed as of the Effective Date.

INSULET CORPORATION	CONSULTANT
By:	By:
Name:	Name:	Charles J. Alpuche
Title:	Date:
Date:

XML

Cover	Feb. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 17, 2023
Entity Registrant Name	INSULET CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33462
Entity Central Index Key	0001145197
Amendment Flag	false
Entity Tax Identification Number	04-3523891
Entity Address, Address Line One	100 Nagog Park
Entity Address, City or Town	Acton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01720
City Area Code	(978)
Local Phone Number	600-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	PODD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false