Exhibit 10.5 INSULET CORPORATION STOCK OPTION AGREEMENT Insulet Corporation (the "Company") hereby grants the following stock option pursuant to the Insulet Corporation 2000 Stock Option and Incentive Plan. The terms and conditions attached hereto are...Stock Option Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
Exhibit 10.9 NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE INSULET CORPORATION 2007 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus
Exhibit 10.11 INCENTIVE STOCK OPTION AGREEMENT UNDER THE INSULET CORPORATION 2007 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: -------------------------------------------------------------- No. of Option Shares:...Incentive Stock Option Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus
ContractUnderwriting Agreement • November 2nd, 2009 • Insulet Corp • Surgical & medical instruments & apparatus • New York
This Underwriting Agreement (the “Agreement”) contains representations and warranties that the Underwriters (“Underwriters”) and Insulet Corporation (“Insulet”) made to each other. These representations and warranties were made only for the purposes of the signing of the Agreement and solely for the benefit of the Underwriters and Insulet as of specific dates, may be subject to important limitations and qualifications agreed to by the Underwriters and Insulet in connection with the signing of the Agreement, and may not be complete. Furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between the Underwriters and Insulet instead of establishing these matters as facts, and may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the Agreement by Insulet with the Securities and Exchange Commission. Accordingly, you should not rely upon the representations and
EXHIBIT 1.1 INSULET CORPORATION [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Exhibit 10.10 RESTRICTED STOCK AWARD AGREEMENT UNDER THE INSULET CORPORATION 2007 STOCK OPTION AND INCENTIVE PLAN Name of Grantee:________________________________ No. of Shares:__________________________________ Grant...Restricted Stock Award Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus
Exhibit 10.16 EMPLOYMENT AGREEMENT February 8, 2006 AGREEMENT made by and between Ruthann DePietro (the "Executive") and Insulet Corporation, a Delaware corporation with a principal place of business at 9 Oak Park Drive, Bedford, MA. 01730 ("Insulet"...Employment Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
BETWEENDevelopment and License Agreement • May 9th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT made by and between Duane DeSisto (the "Executive") and Insulet Corporation, a Delaware corporation with a principal place of business at 100 Cummings Center, Suite 239G, Beverly, Massachusetts 01915...Employment Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
May 9, 2006Employment Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
LEASE BETWEEN WILLIAM J. CALLAHAN, LANDLORD ANDLease Agreement • February 14th, 2007 • Insulet Corp • Massachusetts
Insulet Corporation and Computershare Trust Company, N.A. as Rights Agent Shareholder Rights Agreement Dated as of November 14, 2008Shareholder Rights Agreement • November 20th, 2008 • Insulet Corp • Surgical & medical instruments & apparatus • Delaware
Agreement, dated as of November 14, 2008, between Insulet Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
Insulet Corporation Registration Rights AgreementRegistration Rights Agreement • June 20th, 2008 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Insulet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”), pursuant to the purchase agreement dated June 10, 2008, between the Company and the Initial Purchasers (the “Purchase Agreement”), $75,000,000 aggregate principal amount of its 5.375% Convertible Senior Notes due 2013 (the “Firm Notes”), and at the election of the Initial Purchasers, up to an additional $10,000,000 aggregate principal amount of the Company’s 5.375% Convertible Senior Notes due 2013 solely to cover over-allotments (the “Additional Notes” and, together with the Firm Notes, the “Notes”), in each case, upon the terms and subject to the conditions set forth in the Purchase Agreement.
Exhibit 10.17 NON-COMPETITION AND NON-SOLICITATION AGREEMENT Full Name Address - line 1 Address - line 2 Dear First name: You are to be employed by Insulet Corporation, a Delaware corporation (the "Company"), as Title. In consideration of your...Non-Competition and Non-Solicitation Agreement • April 25th, 2007 • Insulet Corp • Surgical & medical instruments & apparatus • Massachusetts
ContractWarrant Agreement • March 16th, 2009 • Insulet Corp • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
Insulet Corporation 4,100,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • January 4th, 2013 • Insulet Corp • Surgical & medical instruments & apparatus • New York
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 9th, 2017 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
Insulet Corporation 3,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • December 8th, 2010 • Insulet Corp • Surgical & medical instruments & apparatus • New York
TIME VESTING RESTRICTED STOCK UNIT AGREEMENTTime Vesting Restricted Stock Unit Agreement • February 29th, 2016 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE INSULET CORPORATION SECOND AMENDED AND RESTATEDNon-Qualified Stock Option Agreement • February 28th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEESNon-Qualified Stock Option Agreement • December 8th, 2015 • Insulet Corp • Surgical & medical instruments & apparatus
Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). This Stock Option was granted as an “Inducement Award” under NASDAQ Listing Rule 5635(c)(4) and accordingly is not issued under the Plan. However, this Stock Option is intended to incorporate all of the terms and conditions of the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
INSULET CORPORATION Underwriting AgreementUnderwriting Agreement • June 28th, 2011 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Insulet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125,000,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $18,750,000 principal amount of its 3.75% Convertible Senior Notes due 2016 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.75% Convertible Senior Notes due 2016 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof at the Company’s election
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSNon-Qualified Stock Option Agreement • August 4th, 2016 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
PERFORMANCE VESTING RESTRICTED STOCK UNIT AGREEMENTPerformance Vesting Restricted Stock Unit Agreement • April 29th, 2016 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants a deferred stock award under Section 8 of the Plan of the target number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company, 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 may be more or less than the target number.
INSULET CORPORATION Underwriting AgreementUnderwriting Agreement • June 6th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus • New York
Insulet Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $175,000,000 principal amount of its 2.00% Convertible Senior Notes due 2019 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $26,250,000 principal amount of its 2.00% Convertible Senior Notes due 2019 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 2.00% Convertible Senior Notes due 2019 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof at the Company’s election
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 4th, 2016 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
TIME VESTING RESTRICTED STOCK UNIT AGREEMENT UNDER THE INSULET CORPORATION SECOND AMENDED AND RESTATED 2007 STOCK OPTION AND INCENTIVE PLANTime Vesting Restricted Stock Unit Agreement • February 28th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
TIME VESTING RESTRICTED STOCK UNIT AGREEMENTTime Vesting Restricted Stock Unit Agreement • May 9th, 2017 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 12th, 2010 • Insulet Corp • Surgical & medical instruments & apparatus • Delaware
Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
INSULET CORPORATIONNon-Qualified Stock Option Agreement • August 4th, 2017 • Insulet Corp • Surgical & medical instruments & apparatus
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 below and in the attached Non-Qualified Stock Option Agreement (collectively, the “Agreement”) and in the Insulet Corporation 2017 Stock Option and Incentive Plan (as amended from time to time, the “Plan”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE INSULET CORPORATION SECOND AMENDED AND RESTATEDNon-Qualified Stock Option Agreement • August 12th, 2015 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
SETTLEMENT AND CROSS LICENSE AGREEMENTSettlement and Cross License Agreement • January 27th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus • Delaware
This Settlement and Cross License Agreement (hereinafter, the “Agreement”), effective as of September 18, 2013 (hereinafter, the “Effective Date”), is made by and among Insulet Corporation, a Delaware corporation having its principal office at 9 Oak Park Dr., Bedford, MA, 01730 (hereinafter, “Insulet”), Medtronic Inc., a Minnesota corporation having its principal office at 710 Medtronic Parkway, Minneapolis, MN 55432-5604 (hereinafter, “Medtronic”), Medtronic MiniMed Inc., a Delaware corporation having its principal office at 18000 Devonshire Street, Northridge, CA 91325 (hereinafter, “MiniMed”), Medtronic Puerto Rico Operations Co., a corporation organized under the laws of the Cayman Islands (hereinafter, “MPROC”), and MiniMed Distribution Corp., a Delaware corporation having its principal office at 18000 Devonshire Street, Northridge, CA 91325 (hereinafter “MDC”). Insulet, Medtronic, MiniMed, MPROC and MDC are each hereinafter referred to individually as a “Party”, and collectively
TIME VESTING RESTRICTED STOCK UNIT AGREEMENT UNDER THE INSULET CORPORATION SECOND AMENDED AND RESTATED 2007 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Agreement • August 12th, 2015 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
2,369,668 Shares INSULET CORPORATION COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2020 • Insulet Corp • Surgical & medical instruments & apparatus • New York
INCENTIVE STOCK OPTION AGREEMENT UNDER THE INSULET CORPORATION SECOND AMENDED AND RESTATEDIncentive Stock Option Agreement • February 28th, 2014 • Insulet Corp • Surgical & medical instruments & apparatus
Pursuant to the Insulet Corporation Second Amended and Restated 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Insulet Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
