Exhibit 10.10
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE INSULET CORPORATION
2007 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:________________________________
No. of Shares:__________________________________
Grant Date:_____________________________________
Final Acceptance Date:__________________________
Pursuant to the Insulet Corporation 2007 Stock Option and Incentive Plan
(the "Plan") as amended through the date hereof, Insulet Corporation (the
"Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the number
of shares of Common Stock, par value $.001 per share (the "Stock") of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan. The Company acknowledges the receipt from the Grantee of
consideration with respect to the par value of the Stock in the form of cash,
past or future services rendered to the Company by the Grantee or such other
form of consideration as is acceptable to the Administrator.
1. Acceptance of Award. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by (i) signing and
delivering to the Company a copy of this Award Agreement, and (ii) delivering to
the Company a stock power endorsed in blank. Upon acceptance of this Award by
the Grantee, the shares of Restricted Stock so accepted shall be issued and held
by the Company's transfer agent in book entry form, and the Grantee's name shall
be entered as the stockholder of record on the books of the Company. Thereupon,
the Grantee shall have all the rights of a stockholder with respect to such
shares, including voting and dividend rights, subject, however, to the
restrictions and conditions specified in Paragraph 2 below.
2. Restrictions and Conditions.
(a) Any book entries for the shares of Restricted Stock granted
herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions
as set forth herein and in the Plan.
(b) Shares of Restricted Stock granted herein may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of by the
Grantee prior to vesting.
(c) If the Grantee's employment with the Company and its
Subsidiaries is voluntarily or involuntarily terminated for any reason
(including death) prior to vesting of shares of Restricted Stock granted herein,
all shares of Restricted Stock shall immediately and automatically be forfeited
and returned to the Company.
3. Vesting of Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule so long as the Grantee remains an employee of the
Company or a Subsidiary on such Dates. If a series of Vesting Dates is
specified, then the restrictions and conditions in Paragraph 2 shall lapse only
with respect to the number of shares of Restricted Stock specified as vested on
such date.
Number of
Shares Vested Vesting Date
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
Subsequent to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Administrator may at any time accelerate the vesting schedule
specified in this Paragraph 3.
4. Dividends. Dividends on Shares of Restricted Stock shall be paid
currently to the Grantee.
5. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b)
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.
6. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
7. Tax Withholding. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. Except in the case where an
election is made pursuant to Paragraph 8 below, the Grantee may elect to have
the required minimum tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued or
released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due.
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8. Election Under Section 83(b). The Grantee and the Company hereby agree
that the Grantee may, within 30 days following the acceptance of this Award as
provided in Paragraph 1 hereof, file with the Internal Revenue Service and the
Company an election under Section 83(b) of the Internal Revenue Code. In the
event the Grantee makes such an election, he or she agrees to provide a copy of
the election to the Company.
9. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment and neither the Plan nor this Agreement shall
interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.
10. 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.
INSULET CORPORATION
By:
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Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Grantee's Signature
Grantee's name and address:
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