What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 50 added, 21 removed, 155 unchanged (31% of the section changed)

59 unchanged sentences

333-144636) filed July 17, 2007)

3.2 Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed February 26, 2016)

3.2 Second Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed February 24, 2022)

4.1 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No.2 to our Registration Statement on Form S-1 (File No.

333-140694) filed April 25, 2007)

4.2 Indenture, dated as of November 10, 2017, between Insulet Corporation and Wells Fargo Bank, National Association, as Trustee (Incorporated by r e ference to Exhibit 4.1 to our Current Report on Form 8-K, filed on November 13, 2017)

4.3 Form of 1.375% Convertible Senior Notes due 2024 (included in Exhibit 4.2)

4.2 Indenture, dated as of September 6, 2019, between Insulet Corporation and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 9, 2019).

7 unchanged sentences

10.7* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement for Directors (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed August 4, 2017)

10.8* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 24, 2022)

10.9* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Shares Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 1, 2022)

10.10* Third Amended and Restated 2007 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 2, 2015)

17 unchanged sentences

333-208387) filed December 8, 2015)

10.26* Amended and Restated Executive Severance Plan, effective as of January 1, 2019 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 22, 2018)

10.28* Amended and Restated Executive Severance Plan (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed February 22, 2023)

10.29* Insulet Corporation Employee Stock Purchase Plan (Amended and Restated February 27, 2019) (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 30, 2019)

10.28* Form of Employee Non-Competition and Non-Solicitation Agreement by and between Insulet Corporation and each of its executive officers (Incorporated by reference to Exhibit 10.17 to Amendment No.

2 to our Registration Statement on Form S-1 (File No.

333-140694), filed April 25, 2007)

10.30*# Form of Inventions, Non-Disclosure, Non-Solicitation, Non-Servicing and Non-Competition Agreement (Executive Officers other than Jim Hollingshead and Dan Manea)

10.31* Offer Letter between Shacey Petrovic and Insulet Corporation, dated September 10, 2018 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 14, 2018)

1 unchanged sentence

McMillan and Insulet Corporation, dated January 3, 2019 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 7, 2019)

10.31+ Materials Supplier Agreement between Insulet Corporation and Flextronics Medical Sales and Marketing, Ltd, dated September 1, 2016 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed November 4, 2016)

10.32+ First Amendment to Materials Supplier Agreement between Insulet Corporation and Flextronics Medical Sales and Marketing, Ltd, entered into on June 29, 2018 and made effective as of January 1, 2018 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, filed August 2, 2018)

10.33+ Settlement and Cross-License Agreement, dated September 18, 2013, by and among the Company and Medtronic Inc., Medtronic MiniMed Inc., and Medtronic Puerto Rico Operations Co.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, filed November 7, 2013)

10.33+ Master Equipment and Services Agreement between Insulet Corporation and ATS Automated Tooling Systems Inc., dated August 31, 2016 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, filed November 4, 2016)

10 unchanged sentences

10.39* Offer Letter between Dan Manea and Insulet Corporation, dated March 19, 2020 (Incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10-K filed February 24, 2021).

10.41++ Second Amendment to Materials Supplier Agreement between Insulet Corporation and Flextronics Medical Sales and Marketing, Ltd, entered into on December 17, 2020 and made effective as of October 1, 2020 (I n corporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K filed February 24, 2021) .

10.42 Credit Agreement, dated as of May 4, 2021, by and among Insulet Corporation, the lenders and other parties party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 5, 2021).

10.40* Offer Letter between James R.

Holling s head and Insulet Corporation, dated May 4, 2022 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed May 6 , 2022)

10.41* Retirement and Advisory Agreement between Shacey Petrovic and Insulet Corporation, dated May 4, 2022 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed May 6 , 2022)

10.43 Incremental Amendment to Credit Agreement, dated June 15, 2022, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, swingline lender, and letter of credit issuer, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed June 1 6 , 2022)

10.44 Second Amendment to Credit Agreement, dated November 30, 2022, between Insulet Corporation and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed December 1, 2022)

10.45 Third Amendment to Credit Agreement, dated November 30, 2022, between Insulet Corporation, Insulet MA Securities Corporation, the lenders and other parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed December 1, 2022)

10.46++ Materials Supplier Agreement between Insulet Corporation and Sanmina Corporation, dated October 11, 2018.

(Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed February 24, 2022)

10.47++ First Amendment to Materials Supplier Agreement between Insulet Corporation and Sanmina Corporation, dated October 1, 2020.

(Incorporated by reference to Exhibit 10.4 4 to our Annual Report on Form 10-K filed February 24, 2022)

10.48++ Development Agreement by and between Insulet Corporation and DexCom, Inc, dated December 7, 2016 (Incorporated by reference to Exhibit 10 .1 to our Quarterly R eport on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.49++ Amendment No.1 to Development Agreement by and between Insulet Corporation and DexCom, Inc, dated November 21, 2019 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.50++ Commercialization Agreement by and between Insulet Corporation and DexCom, Inc, dated November 21, 2019 (Incorporated by referen ce to Exhibit 10.3 to our Q uarterly Report on Form 10-Q for the fiscal quarter end ed June 30, 2022 , filed August 5, 2022)

10.51++ Data Agreement by and between Insulet Corporation and DexCom, Inc, dated May 7, 2020 (Incorporated by reference to Exhibit 10 .4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 , filed August 5, 20 22)

10.52# First Amendment to the Master Equipment and Services Agreement originally dated August 31, 2016 between lnsulet Corporation and ATS Automation Tooling Systems Inc., dated 31 August 2021

10.53++# Second Amendment to the Master Equipment and Services Agreement originally dated August 31, 2016 between lnsulet Corporation and ATS Automation Tooling Systems Inc., dated 31 August 2022

10.54++# Manufacturing Services and Line Retention Agreement between Insulet Corporation and Flex Medical Sales and Marketing, Ltd., dated July 29, 2022

10.55++# Amendment Number 15 to the Supply Agreement by and between Amgen Inc.

and Insulet Corporation , dated July 12, 2017

10.56++# Amendment Number 17 to the Supply Agreement by and between Amgen Inc.

and Insulet Corporation , dated April 1, 2019

10.57++# Amendment Number 18 to the Supply Agreement by and between Amgen Inc.

and Insulet Corporation , dated August 1, 2019

10.58++# Amendment Number 19 to the Supply Agreement by and between Amgen Inc.

and Insulet Corporation , dated July 13, 2020

10.59++# Amendment Number 20 to the Supply Agreement by and between Amgen Inc.

and Insulet Corporation , dated June 25, 2021

10.60++ Patent Assignment and License Agreement, dated February 9, 2023, between Insulet Corporation, Bigfoot Biomedical, Inc.

and Patients Pending, Ltd.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed February 14, 2023)

10.61* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed February 22, 2023)

10.62* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed February 22, 2023)

10.63* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed February 22, 2023)

10.64* Annual Incentive Compensation Plan (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed February 22, 2023)

10.65* Consulting Services Agreement by and between the Company and Charles J.

Alpuche (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed February 22, 2023)

10.66*# Form of Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement, by and between the Company and Employee (Jim Hollingshead and Dan Manea)

21.1# Subsidiaries of the Registrant

7 unchanged sentences

(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Income;

(ii) the Consolidated Statements of Operations;

(iii) the Consolidated Statements of Comprehensive Income;

9 unchanged sentences

INSULET CORPORATION

February 23, 2022 /s/ Shacey Petrovic

Shacey Petrovic

February 23, 2023 /s/ James R.

Chief Executive Officer

5 unchanged sentences

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Insulet Corporation, hereby severally constitute and appoint Shacey Petrovic and Wayde McMillan, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, on all amendments to this Report, and generally to do all things in our names and on our behalf in such capacities to enable Insulet Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.

We, the undersigned officers and directors of Insulet Corporation, hereby severally constitute and appoint James R.

Hollingshead and Wayde McMillan, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, on all amendments to this Report, and generally to do all things in our names and on our behalf in such capacities to enable Insulet Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities on February 23, 2023.

Signature Title

/s/ Shacey Petrovic Chief Executive Officer

Shacey Petrovic (Principal Executive Officer)

Hollingshead Chief Executive Officer

Hollingshead (Principal Executive Officer)

/s/ Wayde McMillan Chief Financial Officer

7 unchanged sentences

Frederick, M.D.

Hollingshead Director

/s/ Jessica Hopfield

Jessica Hopfield Director

Lemoine Director

/s/ Michael R.

2 unchanged sentences

Nevinny Director

/s/ Shacey Petrovic

Shacey Petrovic Director

/s/ Timothy J.

Scannell Director

/s/ Elizabeth Weatherman

Elizabeth Weatherman Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures