Exhibit 10.1

April 28, 2025

Ashley McEvoy

VIA ELECTRONIC DELIVERY

Subject: Offer of Employment

Dear Ashley:

Insulet Corporation (the “Company”) is pleased to offer you the full-time position of President and Chief Executive Officer (“CEO”) reporting to the Company’s Board of Directors (the “Board”), effective April 28, 2025 (your “Start Date”). We are very excited about your taking on this new role and look forward to your contributions to, and leadership of, the Company.

1. Position. Effective as of the Start Date, you will be appointed as President and CEO of the Company, reporting directly to the Board, and you will be appointed as a member of the Board as a Class III Director. You will be nominated for election to the Board with the other Class III Director nominees at the Company’s 2025 annual meeting of shareholders, and thereafter you will be nominated for reelection to the Board periodically during your service as President and CEO. This is a full-time exempt position, which means, among other things, that you are not eligible for overtime pay under applicable state or federal laws.

2. Principal Place of Employment. Your principal place of employment will be the Company’s headquarters in Acton, MA. Expenses associated with your travel between your personal residence in Pennsylvania and the Company’s headquarters will be reimbursed by the Company without any gross-up for associated personal income taxes. If, during your employment, you and the Company mutually agree that you will relocate your personal residence to the Boston, MA metropolitan area, then the Company will provide you with customary relocation benefits in accordance with its relocation policy for executives as in effect from time to time.

3. Annual Base Salary. Effective as of the Start Date, your annual base salary will be $1,150,000, paid in accordance with the Company’s normal payroll practices as in effect from time to time. Your annual base salary will be subject to periodic review by the compensation committee of the Board (the “Compensation Committee”).

4. Annual Cash Bonus. You will be eligible to participate in our annual bonus program with a target bonus opportunity, for each fiscal year, equal to 130% of your annual base salary. Your actual bonus payment (if any) for each fiscal year will be based on the level of achievement of performance goals relating to your individual performance and the Company’s performance, as established by the Compensation Committee. Your actual bonus (if any), for the Company’s fiscal year 2025 will be prorated to reflect the portion of the fiscal year 2025 during which you are employed as President and CEO. Payout of any annual bonus due to you under this program will be paid in accordance with the terms of the Company’s Annual Incentive Plan (or any successor plan), as in effect from time to time.

5. New Hire Awards.

a. You will be eligible for new hire equity awards with a total target grant date fair value of $15,000,000 (collectively, the “New Hire Awards”). The New Hire Awards represent (i) a prorated annual equity award opportunity for the Company’s fiscal year 2025 with a target aggregate grant date fair value of $10,000,000 and (ii) an employment inducement opportunity with a target aggregate grant date fair value of $5,000,000. The New Hire Awards will be granted on the third full trading day following the announcement of the Company’s earnings for the second quarter of 2025.

b. The award structure for the New Hire Awards will be as follows and the New Hire Awards will be subject to the terms of the Company 2017 Stock Option and Incentive Plan and the applicable award agreement thereunder:

i. 60% of your New Hire Awards will be in the form of performance-based restricted stock unit awards (“PSUs”) with the same vesting schedule, performance period (2025-2027), performance goals and other terms and conditions as the 2025 annual PSU awards previously granted to other executive officers of the Company and the provisions of Section 5(c) below.

ii. 20% of your New Hire Awards will be in the form of restricted stock units (“RSUs”), vesting one-third annually on each of the first three anniversaries of the grant date, subject to your continued employment through each vesting date, except as provided in the applicable award agreement which shall reflect the same terms and conditions as the 2025 annual RSU awards previously granted to the other executive officers of the Company and the provisions of Section 5(c) below.

iii. 20% of your New Hire Awards will be in the form of stock options (“Options”), vesting one-quarter annually on each of the first four anniversaries of the grant date, subject to your continued employment through each applicable vesting date except as provided in the applicable award agreement which shall reflect the same terms and conditions as the 2025 annual option awards previously granted to the other executive officers of the Company and the provisions of Section 5(c) below.

c. Upon the occurrence of a Terminating Event (as defined in the Severance Plan (as defined in Section 7 below), but with the addition to the Good Reason definition described in Section 7 below), subject to your execution and non-revocation of a general release of claims in favor of the Company in accordance with the terms of the Severance Plan, (i) a prorated portion of the PSUs granted to you as part of the New Hire Awards (with such proration calculated based on the portion of the performance period elapsed between the first day of the performance period and the date of the Terminating Event) will remain outstanding and eligible to vest at the end of the performance period based on the actual level of achievement of the applicable performance goals (or, if such Terminating Event occurs within two years following a change in control of the Company, the PSUs will immediately become fully vested (without proration) at the performance level specified in the applicable award agreement), (ii) any then-unvested RSUs or Options granted to you as part of the New Hire Awards will immediately become fully vested, and (iii) any vested Options granted to you as part of the New Hire Awards (including those that become vested pursuant to clause (ii)) will remain exercisable for one year following the Terminating Event (or, if earlier, until the end of the ten-year term). The timing of settlement of any PSUs and RSUs that become vested pursuant to this Section 5(c) shall be as set forth in the applicable award agreement.

6. Annual Equity Awards. You will be eligible to receive annual equity awards during your employment with the Company, commencing with the Company’s fiscal year 2026. With respect to the Company’s fiscal year 2026, the target grant date value of your annual equity awards will be (i) not less than $11,200,000 and (ii) granted in the form of 60% PSUs, 20% RSUs and 20% Options. Except as otherwise expressly provided in the immediately preceding sentence, the amount, form, terms and conditions of your annual equity awards shall be determined by the Compensation Committee, provided that such awards will be subject to the same terms and conditions as annual equity awards granted to other senior executives of the Company with respect to the applicable fiscal year (except that, for the avoidance of doubt, the Compensation Committee may determine that the mixture of different types of equity awards (e.g., PSUs, RSUs and Options) granted to you will be different than the mixture of such awards granted to other senior executives).

7. Severance. In your position as President and CEO, you will be eligible for severance and change in control benefits pursuant to, and subject to the terms of, the Company’s Amended and Restated Executive Severance Plan (the “Severance Plan”). For purposes of your participation in the Severance Plan and for purposes of the termination vesting provisions described above with respect to the New Hire Awards, “Good Reason” shall have the meaning given to such term in the Severance Plan and shall also include the Company’s material breach of this offer letter. For the avoidance of doubt, the “Good Reason Process” (as defined in the Severance Plan) shall remain applicable to any proposed resignation by you for Good Reason.

8. Benefits. You will be eligible to participate in the Company’s employee benefits programs to the same extent as, and subject to the same terms, conditions and limitations applicable to, other senior executives of the Company as in effect from time to time. For a more detailed understanding of these employee benefits and the applicable eligibility requirements, please consult the summary plan descriptions for the programs.

9. Restrictive Covenants. Concurrently with entering into this offer letter and as a condition to your employment with the Company, you and the Company are entering into the Company Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement.

10. Compensation Recoupment Policy. You hereby acknowledge and agree that your compensation as President and Chief Executive Officer is subject to the Company’s Compensation Recoupment Policy, as in effect from time to time.

11. At-Will Employment; Governing Law. While we are hopeful and confident that our relationship will continue to be mutually rewarding, satisfactory and sustaining, this offer letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to end the employment relationship, for any reason, at any time, with or without notice. Similarly, nothing in this offer letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as otherwise provided in the Severance Plan and Sections 5(c) and 7 of this offer letter. Also, this offer letter constitutes our entire offer regarding the terms and conditions of your employment by the Company, and it supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. The terms of this offer letter shall be governed by and construed under the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles.

It is with great pleasure that the entire Board congratulates you on your new position! We recognize that our success is the direct result of the contributions made by our dedicated and talented workforce and we look forward to your leadership of the Insulet team.

[Signature Page Follows.]

[Signature Page to Offer Letter]

Exhibit 10.2

EXECUTION VERSION

April 28, 2025

VIA EMAIL DELIVERY

James R. Hollingshead

Re: Severance Agreement and Release

Dear Jim:

The purpose of this letter (“Agreement”) is to memorialize our agreed amicable arrangement to end your employment relationship, to release the Insulet Corporation (the “Company”), from all legally waivable claims and to permit you to receive (i) severance pay and benefits as set out in the Insulet Corporation Amended and Restated Executive Severance Plan (the “Severance Plan”) and (ii) accelerated vesting of certain equity awards as set forth in that certain offer letter by and between you and the Company dated as of May 4, 2022 (the “Offer Letter”). Your cessation of employment constitutes a Terminating Event (as such term is defined in the Severance Plan) due to a termination of your employment without “Cause” as described in Section 2(k)(i) of the Severance Plan and this Agreement will serve as notice under Section 12(a) of the Severance Plan.

By signing this Agreement, you will be giving up valuable legal rights. For this reason, it is very important that you carefully review and understand the Agreement before signing it. The deadline for accepting this Agreement is twenty-one (21) days from the date hereof. If you do not sign and return this Agreement within the twenty-one (21) day period, this offer of severance pay will expire. The Company encourages you to take advantage of this period of time by consulting with a lawyer, or other trusted advisor, before signing this Agreement.

1. Employment Status and Final Payments:

(a) Separation Date: Effective as of April 28, 2025 (the “Separation Date”), your employment as Chief Executive Officer has ended and you hereby resign from your position as a member of the Board of Directors of the Company and from any other position that you may hold as an officer or director of any affiliate of the Company (collectively, the “Resignations”). The Resignations are effectuated by virtue of you signing this Agreement with the intention that no further documentation shall be required, however, you will, at the Company’s request, execute and deliver to the Company any additional documentation that may be required, under local law or otherwise, to effectuate such resignations. For the avoidance of doubt, the Resignations shall remain in effect without regard to whether you exercise your right of revocation as set out in Section 13. As of the Separation Date, your salary will cease, and any entitlement you have or might have had under a Company-provided benefit plan, program, contract, or practice will terminate, except as required by federal or state law or as set out in the Severance Plan or this Agreement.

(b) You were a participant in the Company’s Executive Unlimited Time Off policy during your employment. Pursuant to the terms of the policy, you did not accrue or carry over paid time off and no paid time off is paid out at the time of separation.

(c) You hereby acknowledge that as of the date you sign this Agreement you have been paid all earned wages and for all accrued but unused vacation time. Please submit requests for reimbursement of expenses within 10 days of receipt of this Agreement in a manner consistent with the Company’s expense reimbursement process.

(d)  The Separation Date shall be the date of the “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If you are enrolled in the Company’s medical, dental and vision plans, you will be provided a benefits packet containing information on your COBRA rights and how to elect to convert to a direct pay plan under COBRA.

2. Consideration: Pursuant to Section 3(a) of the Severance Plan and the terms of the Offer Letter, and in exchange for and consideration of: (a) your execution and timely delivery of this Agreement, without exercising your right of revocation as set out in Section 13, below and (b) your ongoing compliance with the terms and conditions of this Agreement, the terms and conditions of the Severance Plan, including but not limited to Section 5 of that Plan, the Insulet Corporation Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement dated June 10, 2022 (“NDA”), the Company agrees as follows:

(a) Severance Pay: The Company will provide you severance pay in the gross amount of $1,976,000 (the “Severance Amount”), which is the equivalent of two (2) years of your current base salary. The Severance Amount will be paid to you in substantially equal installments in accordance with the Company’s payroll practice over 24 months; provided, however, that the first installment will be paid in the pay period that follows sixty (60) days from the Separation Date. This first installment will include amounts attributable to the period from the Separation Date up to and including the payroll period in which the payment is made.

(b) Bonus Payment:

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(c) Vesting of RSU Sign-On Awards. The portion of the sign-on equity award granted to you pursuant to the terms of your Offer Letter that was granted in the form of restricted stock units that remains outstanding and unvested, which consists of 7,233 unvested restricted stock units (“Unvested Sign-On RSUs”) will vest in full effective as of the Effective Date (as defined below).

(d) COBRA Premiums: The Company will cover the cost for you (and your covered dependents) to continue health and dental insurance coverage for an 18-month period after the Separation Date (the “Health Insurance Continuation Period”). If you timely elect COBRA, then the Company will directly pay the full monthly premium payments (the “Premiums”) to the applicable carrier(s) through the conclusion of the Health Insurance Continuation Period. In the event the Company is no longer able to directly pay the Premiums to the applicable carrier(s) for any reason during the Health Insurance Continuation Period, then any remaining Premiums shall instead be paid to you as additional severance pay over the same period that the subsidy would have been provided. In addition, the Company will pay you a lump sum cash payment equal to six (6) months of the full portion of the COBRA continuation coverage monthly premiums at the rate in effect for your first month of coverage, with such payment to be made in the first pay period that follows sixty (60) days from the Separation Date. 

(e) Outplacement Services: The Company will pay for outplacement services up to Twenty Five Thousand Dollars ($25,000.00), which outplacement services will be provided through a Company designated vendor and direct billed to the Company. The parties agree that this benefit will be treated as a non-taxable fringe benefit to you.

(f) Payments: The payments set forth in this Section 2 (other than 2(e)) shall be subject to all applicable federal, state and/or local withholding and/or payroll taxes. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

(g) Section 409A of the Internal Revenue Code: The intent of the parties is that this Agreement satisfies, or is exempt from, the requirements of Section 409A of the Internal Revenue Code, and it shall be so interpreted. It is the understanding and intention of the parties that each installment of payment under this Section 2 shall be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) and that the Severance Amount is exempt from Section 409A as separation pay paid only on an involuntary separation from service pursuant to Treasury Regulations § 1.409A-1(b)(9)(iii). To the extent that any of the compensation payable under this Agreement becomes subject to Internal Revenue Code Section 409A, this Agreement shall be interpreted and construed to the fullest extent allowed under Section 409A and the applicable guidance thereunder to satisfy the requirements of an exception from the application of Section 409A or, alternatively, to comply with such Code Section and the applicable guidance thereunder, including Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision), and to avoid any additional tax thereunder.

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3. Release: This section of the Agreement is a release of legal claims. Please carefully review this section with your attorney, or other trusted advisor, and do not sign this document unless you understand what this section says.

(a) In exchange for the amounts described in Section 2, which are in addition to anything of value to which you are entitled to receive, you and your representatives, agents, estate, heirs, successors, and assigns, absolutely and unconditionally release, discharge, indemnify and hold harmless the “Company Releasees” from any and all legally waivable claims that you have against the Company Releasees. Other than as permitted in Section 3(e) below, this means that by signing this Agreement, you are agreeing to forever waive, release, and discharge the Company Releasees from any type of claim arising from conduct that occurred any time in the past and up to and through the date you sign this document. Company Releasees is defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors, or assigns, and its and their respective current and/or former directors, shareholders/stockholders, officers, members, managers, employees, attorneys and/or agents, all both individually and in their official capacities.

(b) This release includes, but is not limited to, any waivable claims you have against the Company Releasees based on conduct that occurred any time in the past and up to and through the date you sign this Agreement that arises from any federal, state, or local law, regulation, code or constitution dealing with either employment, employment benefits or employment discrimination. By way of example, this release includes the release of claims against the Company Releasees under the laws or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sex harassment, sexual orientation, gender identity, national origin, ancestry, genetic carrier status, handicap or disability, veteran status, any military service or application for military service, or any other category protected under federal, state or local law. This release also includes any claim you may have against the Company Releasees for breach of contract, whether oral or written, express or implied; any tort claims (such as claims for wrongful discharge, tortious interference with advantageous relations, misrepresentation and defamation); any claims for equity or employee benefits of any other kind; or any other legally waivable statutory and/or common law claims.

(c) For avoidance of doubt, by signing this Agreement you are agreeing not to bring any waivable claims against the Company Releasees (other than as permitted in Section 3(e) below) under the following nonexclusive list of discrimination and employment statutes: Title VII of the Civil Rights Act of 1964 (Title VII”), The Age Discrimination in Employment Act (“ADEA”), The Americans With Disabilities Act (“ADA”), The ADA Amendments Act, The Equal Pay Act (“EPA”), The Lilly Ledbetter Fair Pay Act, the Family and Medical Leave Act (“FMLA”), The Worker Adjustment and Retraining Notification Act (“WARN”), The Genetic Information Non-Discrimination Act (“GINA”), The Employee Retirement Income Security Act (“ERISA”), Nev. Rev. Stat. §§ 613.310, 613.320, 613.330, 613.333, 613.335, and 613.345, all as amended, as well as any other federal, state and local statutes, regulations, codes or ordinances that apply to you.

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(d) You understand that you may later discover claims or facts that may be different from, or in addition to, those that you now know or believe to exist regarding the subject matter of the release contained in this Section 3, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and your decision to enter into it and grant the release contained in this Section 3. Nevertheless, you intend to fully, finally, and forever settle and release all claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 3, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. You hereby waive any right or claim that might arise as a result of such different or additional claims or facts. You have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

(e) Nothing in this Section 3 or elsewhere in this Agreement (including but not limited to the accord & satisfaction, confidentiality, non-disparagement, and return of property provisions) (i) prevents you from filing a claim under the workers compensation, paid family and medical leave benefits, or unemployment compensation statutes; (ii) limits or affects your right to challenge the validity of this Agreement under the ADEA or the Older Worker Benefits Protection Act; (iii) prevents you from filing a charge or complaint with, reporting possible violations of federal law or regulation to, participating in an investigation or proceeding conducted by, or cooperating with, the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information to such agencies; or (iv) limits or affects your right to disclose or discuss sexual harassment or sexual assault disputes; although, by signing this Agreement you are waiving your right to recover any individual relief (including any backpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive an award from a government agency (and not the Company). In addition, notwithstanding anything to the contary in this Section 3, by signing this Agreement, you are not releasing any rights or claims (i) for indemnification arising under any applicable indemnification obligation of the Company, (ii) that cannot be waived by an employee under applicable law, or (iii) to accrued or vested benefits under any applicable Company employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or agreement related to equity ownership in the Company.

(f) For avoidance of doubt, and to ensure clarity, while you acknowledge not having raised a claim of unlawful discrimination, harassment, abuse, assault, other criminal conduct, retaliation, sexual harassment, sexual abuse or other sexual misconduct with the Company, or asserted such a claim outside the Company, nothing in this Agreement waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct,

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alleged unlawful employment practices, or alleged sexual harassment, sexual abuse or sexual misconduct on the part of the Company, or on the part of the agents or employees of the Company, whether because you are cooperating in an investigation or other legal proceeding on your own initiative or whether you have been required or requested to attend such an investigation or proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.

4. Accord and Satisfaction: The amounts described in Sections 1, 2 and 8 shall be complete and unconditional payment, accord and/or satisfaction with respect to all obligations and liabilities of the Company Releasees to you, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, stock and stock options, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorney’s fees, or other costs or sums. You further agree and acknowledge that you have not raised a claim of sexual harassment or abuse with the Company.

5.  Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967:

Since you are 40 years of age or older, you are being informed that you have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and you agree that:

(a) in consideration for the amounts described in Section 2 of this Agreement, which you are not otherwise entitled to receive, you specifically and voluntarily waive such rights and/or claims under the ADEA you might have against the Company Releasees to the extent such rights and/or claims arose on or prior to the date this Agreement was executed;

(b) you understand that rights or claims under the ADEA which may arise after the date this Agreement is executed are not waived by you;

(c) you have carefully read and fully understand all of the provisions of this Agreement, and you knowingly and voluntarily agree to all of the terms set forth in this Agreement; and

(d) in entering into this Agreement, you are not relying on any representation, promise or inducement made by the Company Releasees or their attorneys with the exception of those promises described in this document.

6.  Period for Review and Consideration of Agreement:

(a) You acknowledge that you have twenty-one (21) days to review this Agreement and consider its terms before signing it.

(b) The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.

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7. Company Files, Documents and Other Property: You affirm that other than as permitted in Sections 3(e) and 3(f) you will immediately return to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software, printers, wireless handheld devices, cellular phones, etc.), Company identification, Company vehicles, information stored on any storage device, software programs and data compiled with the use of those programs, software passwords or codes, tangible copies of trade secrets and confidential information, sales forecasts, names and addresses of Company customers and potential customers, customer lists, customer contacts, customer and employee personal information, sales information, sales forecasts, memoranda, sales brochures, business or marketing plans, reports, projections, information recorded in confidence by the Company from third parties, techniques, methods, inventions, ideas, concepts or other matters conceived or developed by employees or which employees may have learned from other employees of Company, and any and all other information or property previously or currently held or used by you that is or was related to your employment with the Company (collectively, “Company Property”). You agree that in the event that you discover any other Company Property in your possession, custody or control after the Separation Date you will immediately return such materials to the Company.

8. Future Conduct:

(a) Mutual Non disparagement: Other than as permitted in Section 3(e) and 3(f) above, you agree not to make statements to clients, customers, and suppliers of the Company Releasees or to other members of the public that are in any way disparaging or negative towards the Company Releasees or their products and services. The Company hereby agrees that the members of its executive leadership team (i.e., the executives reporting directly to you as of the date hereof) and the members of the Board of Directors of the Company as of the date hereof will not, during the term of their service or employment with the Company, make statements to clients, customers, or suppliers of the Company or to any other party that are in any way disparaging or negative towards you or that would be harmful to your business or personal reputation.

(b) Post-Employment Obligations:

(i)  By signing this Agreement you are acknowledging your post-employment obligations as set out in the NDA. You acknowledge that on the Separation Date, you were primarily a resident of California, and therefore, pursuant to Section 6 of the NDA, California law governs the terms of your NDA and the provisions of Appendix A to the NDA under the heading “California” shall apply to you.

(ii)  By signing this Agreement you are also acknowledging your obligation to comply with the post-employment confidentiality and employee non-solicitation restrictions set out in Section 5 of the Severance Plan (the “Other Covenants”), and you are agreeing to comply, and representing you will comply, with those obligations. A copy of the Severance Plan is attached to this Agreement. The Other Covenants do not supersede any of the covenants in the NDA, which agreement shall survive in accordance with its own terms. To the extent any conflict exists between the NDA and the Other Covenants, the Company shall be provided the greatest protection set forth in either agreement.

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(iii)  You understand that proprietary information, confidential information, and trade secrets protected in the NDA, the Severance Plan or any other agreement or release that the Company has presented you that survives your separation of employment is hereby amended to exclude information protected under Sections 3(e) and (f) above.

(iv)  During the period of sixty (60) days immediately following the Separation Date (the “Consulting Period”), you agree to serve as a consultant to the Company and provide transition services to the Company (the “Consulting Services”), upon reasonable request, relating to the orderly transfer of your duties to the Company’s new Chief Executive Officer. The Company acknowledges and agrees that your obligations as a consultant are not expected to exceed five (5) hours per week or involve the development of any new work product, and you will be reimbursed for reasonable out-of-pocket expenses you incur in connection with any such Consulting Services that are approved in advance by the Company. In addition, you agree to cooperate in good faith with the Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, you being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’ request to give testimony without requiring service of a subpoena or other legal process). The fee for the Consulting Services will be $500 per hour. You are required to invoice the Company for Consulting Services promptly following the end of the Consulting Period and the invoice will be due and payable within thirty (30) days after the Company’s receipt of such invoice. For the avoidance of doubt, in the event you materially breach your obligations to the Company under this Agreement, your service as a consultant shall end. Your relationship to the Company 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 the Company and shall not be entitled to any compensation or benefits provided to employees of the Company. The Company will not withhold FICA or income tax payments from any amounts payable to you in respect of the Consulting Services, and you shall be solely responsible for the payment of any income, employment, or other taxes owing with respect to such amounts. It is also expressly understood that you shall not be considered the Company’s agent or employee and have no authority whatsoever to bind the Company by contract or otherwise.

(c) No Filed Claims: You warrant and represent to the Company that as of the date of execution of this Agreement you have not filed a claim or complaint against any of the Company Releasees in court, before an administrative agency, in an alternative dispute resolution forum, or through the Company’s internal complaint process, relating directly or indirectly to your employment with the Company, separation from employment, or otherwise. You further warrant and represent that you have not assigned or transferred, or purported to assign or transfer to any person or entity any claim or complaint or any part or portion thereof. You agree to indemnify and hold harmless the Company from and against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense (including payment of attorney’s fees and costs actually incurred, whether or not litigation is commenced), lien, action, and cause of action, based on, in connection with, or arising out of any such assignment or transfer, or purported assignment or transfer of the same. You acknowledge that the Company is relying on the accuracy of these representations as a material term of this Agreement. Nothing in this paragraph shall restrict you from filing an application for unemployment benefits following your Separation Date. In the event you file any such application, the Company agrees to not contest it.

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(d) You understand and agree that your obligations under this Section 8 are material terms of this Agreement and that the Company shall have the right, in addition to any other damages, to seek and obtain the return of the consideration paid hereunder (without impacting the validity or enforceability of the general release contained herein) in the event you breach any of your obligations under this Section 8.

9. Representations and Governing Law:

(a)  This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the NDA and the Severance Plan, each of which shall remain in full force and effect in accordance with their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.

(b)  If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. If the general release language is declared illegal or unenforceable, you agree to execute a valid release of the claims referenced in this Agreement, without the need for additional consideration. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.

(c)   This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of California and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in such state, and you hereby submit to the jurisdiction and venue of any such court. YOU AND THE COMPANY VOLUNTARILY AND KNOWINGLY WAIVE THE RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY AND ALL LEGAL DISPUTES BETWEEN THE PARTIES SHALL BE TRIED BY A JUDGE ONLY (A “BENCH TRIAL”), AND NOT A JURY. The prevailing party in any such action shall be entitled to recover their reasonable costs and attorney’s fees. The Company shall be deemed the prevailing party, entitled to all of its reasonable attorneys’ fees, costs and expenses, if it is awarded any part of the legal or equitable relief it seeks, irrespective of whether some of the relief it seeks is denied or modified.

(d) This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation, or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct.

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(e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.

(f) This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand.

(g) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.

10. Effective Date: If this Agreement correctly states the agreement and understanding we have reached, please indicate your acceptance by countersigning the enclosed copy and returning it to me by the date which is twenty-one (21) days following the date of this Agreement. You may revoke this Agreement for a period of seven (7) days after signing it, provided that such revocation shall not impact the Resignations and the Resignations shall remain in effect without regard to such revocation. In order to revoke the Agreement, you must submit a written notice of revocation to me at 100 Nagog Park, Acton, Massachusetts 01720 or by email to [redacted]. This written notice may be sent by mail, overnight mail, email or hand-delivery but must be delivered to me no later than the close of business on the seventh day. The Agreement will not become effective or enforceable, and no payments will be made, until this revocation period has expired without being exercised.

[Signature Page Follows.]

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I REPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME. IN ENTERING INTO THIS AGREEMENT, I DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT.

[Signature Page to Separation Agreement]

Exhibit 10.3

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

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(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

(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.

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(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;

(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.

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(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 same time as payments are made to other participants in the applicable cash incentive plan, but in no event later than March 15^th 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:

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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 15^th 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 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:

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