Document

EXHIBIT 10.4

INSULET CORPORATION

2025 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 below and in the attached Restricted Stock Unit Agreement (collectively, the “Agreement”) and in the Insulet Corporation 2025 Stock Option and Incentive Plan (as amended from time to time, the “Plan”).


Grant Date:						«Grant__Date»
Name of Grantee:						«First__Name» «Last__Name»
Number of shares of Stock underlying the RSUs covered by this Agreement:						«Units_Granted»
Vesting Schedule:						Your RSUs shall vest in full on April 30, 2026 (the “Vesting Date”), provided that you remain in continuous Service from the Grant Date until the 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 the Agreement and in the Plan, a copy of which is contained in this website. You acknowledge and agree that, if there is any conflict between the terms of the Plan and this Agreement, the Plan’s terms will govern.

This is not a stock certificate or a negotiable instrument.

INSULET CORPORATION

2025 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 and subject to the vesting and other 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			Your RSUs 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.
Termination due to Death or Disability			If your Service is terminated due to your death or Disability, your RSUs shall immediately become 100% vested as of the date of such termination.
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) days of the applicable Vesting Date or, if earlier, a termination of your Service that results in your 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 Taxes			You agree as a condition of this RSU that you 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 Company for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to you a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.
Retention Rights			This Agreement does not give you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company and any Affiliates reserve the right to terminate your Service at any time and for any reason.


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 other similar change in the Stock, the number of RSUs covered by this Agreement shall be adjusted pursuant to Section 16 of the Plan. Your RSUs shall be subject to the terms of the agreement of merger, consolidation, 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 Compensation Recoupment Policy 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 to you. In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Compensation Recoupment Policy, or otherwise under Applicable Laws, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by you or the Company or hold any shares of Stock or other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of any clawback or compensation recovery policy. Without limited 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 Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.
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 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. Any prior agreements, commitments, or negotiations concerning the RSUs are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter.
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.
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.
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.


Data Privacy			In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting the RSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Electronic Delivery			By accepting the RSUs, you consent to receive documents related to the 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 under 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 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 Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. For purposes of this Agreement, a termination of Service only occurs upon an event that would be a Separation from Service. Notwithstanding anything in this 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-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 pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll date after such Delay Period (or upon your death, if earlier), without interest thereupon.

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