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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/17/07 Masimo Corp S-1 44:20M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1 Form S-1 for Masimo Corporation HTML 2.16M
2: EX-3.1 Amended and Restated Certificate of Incorporation HTML 111K
3: EX-3.3 Bylaws, as Currently in Effect HTML 85K
4: EX-3.4 Amended and Restated Bylaws to Be Effective Upon HTML 83K
Closing of the Offering
5: EX-4.2 Fifth Amended and Restated Registration Rights HTML 280K
Agreement Dated 09/14/1999
6: EX-10.1 Form of Indemnity Agreement HTML 43K
15: EX-10.10 Manufacturing and Purchase Agreement, Dated HTML 47K
08/19/2005
16: EX-10.11 Shelter Labor Services Agreement, Dated 12/27/2000 HTML 177K
17: EX-10.12 Lease Agreement, Effective as of 02/01/2001 HTML 149K
18: EX-10.13 Lease Agreement, Dated 04/14/2003 HTML 92K
19: EX-10.14 Lease Agreement, Dated 12/26/2006 HTML 144K
20: EX-10.15 Purchase Agreement, Dated 07/26/2001 With Jabil HTML 62K
Circuit, Inc.
21: EX-10.16 Contribution and Assignment Agreement, Dated HTML 8.55M
01/01/05 With Masimo Americas, Inc.
22: EX-10.17 Sales and Distribution Agreement, Dated 01/01/2005 HTML 56K
With Masimo Americas, Inc.
23: EX-10.18 Occupancy Agreement, Dated 01/01/2005, With Masimo HTML 35K
Americas, Inc.
24: EX-10.19 Management Services Agreement, Dated 01/01/2005 HTML 31K
With Masimo Americas, Inc.
7: EX-10.2 Employment Agreement, Dated 04/13/2007, With Joe HTML 69K
E. Kiani
25: EX-10.20 Sublease Agreement, Dated 01/31/2004, With HTML 389K
Multilayer Technology, Inc.
26: EX-10.21 Standard Industrial/Commercial Multi-Tenant HTML 351K
Lease-Net, Dated 02/08/2006
27: EX-10.22 Pulse Oximetry & Related Products Capital HTML 226K
Equipment Supplier Agreement
28: EX-10.23 Group Purchasing Agreement-Capital Equipment, HTML 336K
Dated 03/01/2006
29: EX-10.24 Supply Agreement, Dated 02/22/2002 With Wintek HTML 58K
Electro-Optics Corporation
30: EX-10.25 Form of Equipment Purchase and Assignment of HTML 55K
Proceeds
31: EX-10.26 Intercompany Agreement, Dated 01/01/2006, With HTML 61K
Spo2.Com
32: EX-10.27 Intercompany Agreement, Dated 01/01/2006, With HTML 61K
Masimo Japan Corporation
33: EX-10.28 Intercompany Agreement, Dated 01/01/2006, With HTML 63K
Masimo Canada Ulc
34: EX-10.29 Intercompany Agreement, Dated 01/01/2006, With HTML 87K
Masimo Europe Limited
8: EX-10.3 Indefinite Term Employment Contract, Dated HTML 78K
12/31/2005, With Olivier Berthon
35: EX-10.30 Settlement Agreement and Release of Claims, Dated HTML 146K
01/17/2006
36: EX-10.31 Third Amended and Restated 1996 to Stock Option HTML 137K
Plans and Purchase Plans
37: EX-10.32 2004 Stock Option Plans and Restricted Stock HTML 177K
Purchase Plan
38: EX-10.33 2007 Stock Incentive Plan HTML 440K
39: EX-10.34 Amended and Restated Cross-Licensing Agreement HTML 140K
40: EX-10.35 Services Agreement HTML 47K
41: EX-10.36 Adsp-2136X Sharc Rom Agreement, Dated 07/19/2004, HTML 59K
With Analog Devices Inc.
9: EX-10.4 Offer Letter, Dated 03/31/1995, Between Ammar HTML 20K
Al-Ali and the Registrant
10: EX-10.5 Offer Letter, Dated 02/09/1996, Between Bradley R. HTML 21K
Langdale and the Registrant
11: EX-10.6 Offer Letter, Dated 05/29/2002, Between Chris HTML 23K
Kilpatrick and the Registrant
12: EX-10.7 Offer Letter, Dated 02/15/1996, Between Yongsam HTML 21K
Lee and the Registrant
13: EX-10.8 Offer Letter, Dated 03/30/2007, Between Anand HTML 19K
Sampath and the Registrant
14: EX-10.9 Offer Letter, Dated 06/09/2006, Between Mark De HTML 22K
Raad and the Registrant
42: EX-16.1 Letter From Pricewaterhousecoopers LLP HTML 15K
43: EX-21.1 List of Registrant's Subsidiaries HTML 16K
44: EX-23.1 Consent of Independent Registered Public HTML 15K
Accounting Firm
| Management Services Agreement, dated 01/01/2005 with Masimo Americas, Inc. |
Exhibit 10.19
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of 12:01 a.m. this 1st day of January, 2005, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Americas, Inc., a Delaware corporation (“Masimo Americas”).
RECITALS
WHEREAS, Masimo Americas is a wholly-owned subsidiary of Masimo;
WHEREAS, Masimo has contributed and transferred to Masimo Americas its sales, distribution and marketing operations (the “Acquired Operations”); and
WHEREAS, Masimo Americas desires to retain Masimo to provide certain administrative and management services to assist Masimo Americas in the management of the Acquired Operations.
NOW, THEREFORE, for good and valuable consideration of the mutual covenants and agreements set forth herein, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Term of Agreement. This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon thirty (30) days written notice to the other party.
2. Management Services.
(a) Masimo shall provide to Masimo Americas certain management and administrative services listed on Schedule 2(a), attached hereto (the “Services”). Masimo Americas shall pay Masimo a fee equal to the costs expended by Masimo in rendering the Services hereunder plus a 5% mark-up on such costs (the “Management Fee”), such Management Fee payable in quarterly installments. In addition, Masimo Americas shall reimburse Masimo for certain out-of-pocket expenses incurred by Masimo in rendering the Services hereunder, including, but not limited to, reasonable reimbursement of attorneys’ fees incurred by Masimo, government fees, telephone, copying and the like. Masimo Americas acknowledges that such compensation arrangement is no less favorable than could have obtained in an arm’s length arrangement with an unrelated third party. Masimo shall not be liable to Masimo Americas for any loss, damage or injury, other than for gross negligence of its agents, or through contingencies beyond its control, arising out of the provision of any such services. Masimo’s liability under this Agreement shall not exceed the amount of consideration paid to Masimo for the Services provided hereunder. In no event, whatsoever, shall Masimo be liable for consequential or punitive damages.
(b) Masimo shall invoice Masimo Americas for the Management Fee and out-of-pocket expenses incurred by Masimo in rendering services hereunder at least once each fiscal quarter and payment shall be made by Masimo Americas within thirty (30) days after the date of the invoice.
3. Mutual Cooperation. Masimo and Masimo Americas acknowledge that the performance of this Agreement will require the mutual cooperation of the parties, and each of the parties shall assist and cooperate with the other party as reasonably necessary to enable this Agreement to be performed and facilitate the proper operation and management of Masimo Americas.
4. Indemnification by Masimo. Masimo shall indemnify Masimo Americas and its officers, directors, employees and representatives from (i) any loss, damage, cost or expense (including reasonable attorneys’ fees) (a “Loss”) arising from any claim, demand, assessment, action, suit or proceeding (a “Claim”) arising or occurring during the performance of the Services as a result of Masimo’s gross negligence or intentional misconduct and (ii) any Claim or Loss arising from or related to Masimo’s breach of any of the terms of this Agreement.
5. Confidentiality. Masimo agrees to retain in confidence all information, knowledge, technology and trade secrets related to the operations of Masimo Americas disclosed to it or discovered by Masimo in the course of performing Services pursuant to the terms hereof and that it will not, without the written consent of Masimo Americas, use information supplied or disclosed hereunder for any purpose other than that indicated herein. In view of the proprietary and valuable nature of this information and the injury, which would arise in the event of a disclosure of such information, the parties agree that this shall be a continuing obligation that shall survive the termination of this Agreement. This restriction shall not apply to information:
(a) which is or becomes public knowledge (through no fault of Masimo), or
(b) which is made lawfully available Masimo by an independent third party, or
(c) which is required by law, regulation, rule, act, or order of any governmental authority or agency to be disclosed by Masimo; provided, however, that Masimo gives Masimo Americas sufficient advance written notice to permit it to seek a protective order or other similar order with respect to such information and thereafter discloses only the minimum information required to be disclosed in order to comply.
6. Assignment and Delegation. This Agreement is personal in nature, and neither of the parties may, without the written consent of the other, assign any of the rights or delegate any of the duties hereunder.
7. Successors and Assigns. Subject to the provisions of paragraph 6, this Agreement shall be binding upon and shall inure to the benefit of the parties’ successors.
8. Entire Agreement. This Agreement, together with the exhibits and schedules attached hereto, embody the entire understanding between the parties relating to its subject matter. This agreement may not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provision of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound.
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9. Governing Law. This Agreement is governed by and is to be construed in accordance with the laws of the State of California without giving effect to any provisions thereof relating to conflict of laws.
10. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision.
11. Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all of which taken together constitute one instrument.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written.
| “Masimo” | “Masimo Americas” | |||||
| MASIMO CORPORATION | MASIMO AMERICAS, INC. | |||||
| By: | /s/ Brad Langdale |
By: | /s/ Joe Kiani | |||
| Title: | EVP & CFO | Title: | CEO | |||
-4-
Management and Administrative Services
Schedule 2(a)
Legal
| • | Provide access to legal counsel on an as-needed basis |
| • | Contract negotiation |
| • | Monitor compliance with all applicable federal, state, local and international laws regarding sales and marketing functions |
Finance/Accounting/Tax
| • | Monthly, quarterly and annual financial accounting and reporting, including annual audit performed by independent accounting firm |
| • | Financial planning, budgeting |
| • | Tax planning and preparation and filing of annual state and federal returns, sales and use tax filings, payroll filings, and benefits-related filings |
| • | Accounts payable services |
| • | Treasury services |
| • | Internal audit services |
Insurance
| • | Ensure all insurance policies needed for the Acquired Operations are in place |
| • | Insurance administration |
Human Resources
| • | Comprehensive benefit plan administration |
| • | Payroll administration |
MIS
| • | Maintenance of ERP system and other information systems |
| • | Technical support for hardware and software used in the course of business |
Strategic Business Activities
Purchasing activities
Other ancillary services
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Masimo Corp. 10-K 12/30/23 144:57M 5/01/23 Masimo Corp. 10-K/A 12/31/22 13:3M 3/01/23 Masimo Corp. 10-K 12/31/22 143:76M 11/09/22 Masimo Corp. 10-Q 10/01/22 119:13M 8/10/22 Masimo Corp. 10-Q 7/02/22 123:15M 5/03/22 Masimo Corp. 10-Q 4/02/22 99:10M 2/16/22 Masimo Corp. 10-K 1/01/22 118:77M 10/26/21 Masimo Corp. 10-Q 10/02/21 96:9.8M 7/27/21 Masimo Corp. 10-Q 7/03/21 98:9.7M 4/27/21 Masimo Corp. 10-Q 4/03/21 97:8.8M 2/23/21 Masimo Corp. 10-K 1/02/21 119:66M 10/27/20 Masimo Corp. 10-Q 9/26/20 101:11M |