Exhibit 10.9
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE INSULET CORPORATION
2007 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:
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No. of Option Shares:
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Option Exercise Price per Share: $
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[FMV ON GRANT DATE]
Grant Date:
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Expiration Date:
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[NO MORE THAN 10 YEARS]
Pursuant to the Insulet Corporation 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.
1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:
Incremental Number of
Option Shares Exercisable Exercisability Date
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
------------- (---%) ------------
In the event of the termination of the Optionee's service as a director of
the Company because of death, this Stock Option shall become immediately
exercisable in full, whether or not
exercisable at such time. Once exercisable, this Stock Option shall continue to
be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the
following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his
or her election to purchase some or all of the Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to be
purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by the
Optionee on the open market or that are beneficially owned by the Optionee and
are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay
the option purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity and
other agreements as the Administrator shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.
The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the Company's
receipt from the Optionee of the full purchase price for the Option Shares, as
set forth above, (ii) the fulfillment of any other requirements contained herein
or in the Plan or in any other agreement or provision of laws, and (iii) the
receipt by the Company of any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer
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agent shall have transferred the shares to the Optionee, and the Optionee's name
shall have been entered as the stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the period within which to exercise the Stock Option may be subject to
earlier termination as set forth below.
(a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of the Optionee's death, any portion of this Stock Option
outstanding on such date may be exercised by his or her legal representative or
legatee for a period of 12 months from the date of death or until the Expiration
Date, if earlier.
(b) Termination for Cause. If the Optionee ceases to be a Director
for Cause, any portion of this Stock Option outstanding on such date shall
terminate immediately and have no further force and effect. "Cause" shall mean
conduct involving one or more of the following: (i) the substantial and
continuing failure of the Optionee, after notice thereof, to render services to
the Company in accordance with the terms or requirements of his or her agreement
or arrangement; (ii) disloyalty, gross negligence, willful misconduct,
dishonesty or fraud upon the Company; (iii) breach of his or her agreement with
the Company, which results in direct or indirect loss, damage or injury to the
Company; (iv) the unauthorized disclosure of any trade secret or confidential
information of the Company; or (v) the commission of an act which induces any
customer or supplier to breach a contract with the Company.
(c) Other Termination. If the Optionee ceases to be a Director for
any reason other than for Cause or the Optionee's death, any portion of this
Stock Option outstanding on such date may be exercised for a period of six
months from the date of termination or until the Expiration Date, if earlier.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option 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.
5. Transferability. This Agreement is personal to the Optionee, 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. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
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6. No Obligation to Continue as a Director. Neither the Plan nor this
Stock Option confers upon the Optionee any rights with respect to continuance as
a Director.
7. 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
Optionee 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.
8. Amendment. Pursuant to Section 18 of the Plan, the Administrator may at
any time amend or cancel any outstanding portion of this Stock Option, but no
such action may be taken that adversely affects the Optionee's rights under this
Agreement without the Optionee's consent.
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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Optionee's Signature
Optionee's name and address:
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