SEC Info - Masimo Corp - ‘10-Q’ for 3/31/18

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Masimo Corp – ‘10-Q’ for 3/31/18 – ‘EX-10.2’

On: Friday, 5/4/18, at 8:31pm ET · As of: 5/7/18 · For: 3/31/18 · Accession #: 937556-18-79 · File #: 1-33642

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/07/18  Masimo Corp                       10-Q        3/31/18   90:7.7M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    697K 
 2: EX-10.1     Offer Letter, Dated April 17, 2002, Between the     HTML     34K 
                Company and Bilal Muhsin                                         
 3: EX-10.2     Offer Letter, Dated December 15, 2017, Between the  HTML     38K 
                Company and Tao Levy                                             
 4: EX-10.3     2007 Severance Protection Plan Participation        HTML     51K 
                Agreement, Bilal Muhsin                                          
 5: EX-10.4     2007 Severance Protection Plan Participation        HTML     46K 
                Agreement, Tao Levy                                              
 6: EX-12.1     Ratio of Earning to Fixed Charges                   HTML     46K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
16: R1          Document and Entity Information                     HTML     47K 
17: R2          Condensed Consolidated Balance Sheets               HTML    116K 
18: R3          Condensed Consolidated Balance Sheets               HTML     48K 
                (Parenthetical)                                                  
19: R4          Condensed Consolidated Statement of Income          HTML     82K 
                Statement                                                        
20: R5          Condensed Consolidated Statements of Comprehensive  HTML     35K 
                Income                                                           
21: R6          Condensed Consolidated Statements of Cash Flows     HTML    107K 
22: R7          Description of the Company                          HTML     36K 
23: R8          Summary of Significant Accounting Policies          HTML    217K 
24: R9          Variable Interest Entity (Vie)                      HTML     33K 
25: R10         Related Party Transactions                          HTML     40K 
26: R11         Inventories                                         HTML     36K 
27: R12         Other Current Assets                                HTML     42K 
28: R13         Deferred Costs and Other Contract Assets            HTML     40K 
29: R14         Property and Equipment                              HTML     50K 
30: R15         Intangible Assets                                   HTML     52K 
31: R16         Other Non-Current Assets (Notes)                    HTML     37K 
32: R17         Accrued and Other Current Liabilities               HTML     44K 
33: R18         Deferred Revenue and Other Contract-Related         HTML     58K 
                Liabilities                                                      
34: R19         Other Non-Current Liabilities                       HTML     41K 
35: R20         Stock Repurchase Program                            HTML     39K 
36: R21         Stock-Based Compensation                            HTML     86K 
37: R22         Commitments and Contingencies                       HTML     72K 
38: R23         Segment Information and Enterprise Reporting        HTML     61K 
39: R24         Income Taxes                                        HTML     34K 
40: R25         Summary of Significant Accounting Policies          HTML    241K 
                (Policies)                                                       
41: R26         Summary of Significant Accounting Policies          HTML    183K 
                (Tables)                                                         
42: R27         Inventories (Tables)                                HTML     38K 
43: R28         Other Current Assets (Tables)                       HTML     42K 
44: R29         Deferred Costs and Other Contract Assets (Tables)   HTML     41K 
45: R30         Property and Equipment (Tables)                     HTML     54K 
46: R31         Intangible Assets (Tables)                          HTML     53K 
47: R32         Other Non-Current Assets (Tables)                   HTML     37K 
48: R33         Accrued and Other Current Liabilities (Tables)      HTML     43K 
49: R34         Deferred Revenue and Other Contract-Related         HTML     56K 
                Liabilities (Tables)                                             
50: R35         Other Non-Current Liabilities (Tables)              HTML     40K 
51: R36         Stock Repurchase Program (Tables)                   HTML     37K 
52: R37         Stock-Based Compensation (Tables)                   HTML     77K 
53: R38         Commitments and Contingencies (Tables)              HTML     35K 
54: R39         Segment Information and Enterprise Reporting        HTML     63K 
                (Tables)                                                         
55: R40         Summary of Significant Accounting Policies -        HTML    114K 
                Additional Information (Detail)                                  
56: R41         Summary of Significant Accounting Policies -        HTML     37K 
                Changes in Product Warranty Accrual (Detail)                     
57: R42         Summary of Significant Accounting Policies -        HTML     34K 
                Schedule of Change in Accumulated Other                          
                Comprehensive Income (Detail)                                    
58: R43         Summary of Significant Accounting Policies -        HTML     58K 
                Reconciliation of Basic and Diluted Net Income Per               
                Share (Detail)                                                   
59: R44         Summary of Significant Accounting Policies -        HTML     48K 
                Supplemental Cash Flow Information (Detail)                      
60: R45         Summary of Significant Accounting Policies - Topic  HTML    119K 
                606 (Details)                                                    
61: R46         Variable Interest Entity (VIE) - Additional         HTML     28K 
                Information (Detail)                                             
62: R47         Variable Interest Entity Variable Interest Entity   HTML     64K 
                (VIE) -Consolidating Statement of Operations                     
                (Details)                                                        
63: R48         Related Party Transactions (Details)                HTML     48K 
64: R49         Inventories - Components of Inventory (Detail)      HTML     37K 
65: R50         Other Current Assets (Details)                      HTML     51K 
66: R51         Deferred Costs and Other Contract Assets (Details)  HTML     44K 
67: R52         Property and Equipment Property and Equipment       HTML     60K 
                (Details)                                                        
68: R53         Property and Equipment Property and Equipment       HTML     35K 
                Narrative (Details)                                              
69: R54         Intangible Assets Intangible Assets - Schedule of   HTML     53K 
                Finite-Lived Intangible Assets (Details)                         
70: R55         Intangible Assets Intangible Assets - Additional    HTML     32K 
                Information (Details)                                            
71: R56         Intangible Assets Intangible Assets - Future        HTML     43K 
                Amortization Expense (Details)                                   
72: R57         Other Non-Current Assets (Details)                  HTML     37K 
73: R58         Accrued and Other Current Liabilities (Details)     HTML     51K 
74: R59         Deferred Revenue and Other Contract-Related         HTML     50K 
                Liabilities - Deferred Revenue and Other Contract                
                Liabilities (Details)                                            
75: R60         Deferred Revenue and Other Contract-Related         HTML     35K 
                Liabilities - Changes in Deferred Revenue                        
                (Details)                                                        
76: R61         Deferred Revenue and Other Contract-Related         HTML     38K 
                Liabilities - Unrecognized Contract Revenue                      
                (Details)                                                        
77: R62         Other Non-Current Liabilities Other Liabilities,    HTML     45K 
                Long Term - Components of Other Liabilities                      
                (Detail)                                                         
78: R63         Stock Repurchase Program - Additional Information   HTML     39K 
                (Detail)                                                         
79: R64         Stock-Based Compensation - Additional Information   HTML    121K 
                (Detail)                                                         
80: R65         Stock-Based Compensation - Number and Weighted      HTML     57K 
                Average Exercise Price of Options Issued and                     
                Outstanding under all Stock Option Plans (Detail)                
81: R66         Stock-Based Compensation Stock-Based Compensaiton   HTML     88K 
                - Summary of Unvested RSU Activity (Details)                     
82: R67         Stock-Based Compensation - Range of Assumptions     HTML     44K 
                Used and Resulting Weighted-Average Fair Value of                
                Options Granted at Date of Grant (Detail)                        
83: R68         Commitments and Contingencies - Additional          HTML    138K 
                Information (Detail)                                             
84: R69         Commitments and Contingencies - Future Minimum      HTML     45K 
                Lease Payments Under Operating and Capital Leases                
                (Detail)                                                         
85: R70         Segment Information and Enterprise Reporting -      HTML     43K 
                Analysis of Product Revenues Based upon Geographic               
                Area Shipped (Detail)                                            
86: R71         Segment Information and Enterprise Reporting        HTML     37K 
                Long-lived assets by geographic area (Details)                   
87: R72         Income Taxes - Additional Information (Detail)      HTML     33K 
89: XML         IDEA XML File -- Filing Summary                      XML    160K 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX     99K 
10: EX-101.INS  XBRL Instance -- masi-20180331                       XML   1.78M 
12: EX-101.CAL  XBRL Calculations -- masi-20180331_cal               XML    229K 
13: EX-101.DEF  XBRL Definitions -- masi-20180331_def                XML    620K 
14: EX-101.LAB  XBRL Labels -- masi-20180331_lab                     XML   1.50M 
15: EX-101.PRE  XBRL Presentations -- masi-20180331_pre              XML   1.02M 
11: EX-101.SCH  XBRL Schema -- masi-20180331                         XSD    159K 
90: ZIP         XBRL Zipped Folder -- 0000937556-18-000079-xbrl      Zip    227K

‘EX-10.2’ — Offer Letter, Dated December 15, 2017, Between the Company and Tao Levy

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

December 15, 2017

Tao Levy

52 Discovery

Irvine, CA 92618

Dear Tao:

It is with great pleasure that we extend this formal offer to you to join Masimo as Executive Vice President, Business Development, reporting to Joe Kiani, Chairman and CEO. You will be assigned to our Irvine office located at 52 Discovery, Irvine, California 92618. If you accept this offer, we would like you to begin on Wednesday, January 3, 2018.

The purpose of this letter is to offer you employment with Masimo on the terms and conditions set forth below:



Annual Salary:	You will be paid a bi-weekly salary of $12,500, which equates to $325,000 annually.
Bonus Potential:	You will be eligible to receive a bonus of up to 50% of your salary (subject to increase not to exceed 100% of your base salary), depending on Company, department, and individual performance, in accordance with the Company’s Bonus Plan. Your eligibility for a bonus will begin for fiscal year 2018 (for a potential bonus payable in 2019). Under the Bonus Plan, employees must be employed on the bonus payment date in order to receive their bonus.
Benefits:	You will be eligible for health/dental and other insurance coverage, participation in the Company’s 401(k) plan, and paid vacation, holiday and sick leave. These benefits will be provided in accordance with applicable plan documents or Company policy. Insurance coverage will begin the first day of the first month after your employment begins.
Relocation	You agree to relocate your residence from New York to Orange County within 6 months of your start date. The Company will reimburse you up to $20,000 towards relocation costs in accordance with our Company relocation guidelines and agreement.

You will be eligible to receive equity awards under Masimo’s Equity Incentive Plan as determined by the Board of Directors. If you accept this employment offer, it will be recommended that the Board grant you an option to purchase 25,000 shares of Common Stock, vesting 20% per year over five years with an exercise price equal to the fair market value of Common Stock at the time the option is granted. In addition, Masimo will provide you a sign on bonus of $50,000, subject to applicable taxes and withholdings, payable on the first Company payroll date after you begin your employment with Masimo. If you voluntarily terminate your employment with Masimo within the first 12 months, you will be required to repay the $50,000 sign on bonus within 30 days after your employment ends.

This offer is contingent upon you (1) signing and returning the Masimo Employee Confidentiality Agreement, (2) successfully passing the Company’s background check, reference check and drug screening processes, (3) confirming in writing that you are not under any contractual or legal restrictions with a previous employer that may impair your ability to perform your duties for Masimo, and (4) providing proof of identity and legal authorization to work in the United States. You are encouraged to discuss any of the attached documents with your own advisor to the extent you desire.

Employment with Masimo is “at will” and not for a specific term, meaning that either you or the Company may terminate the employment relationship at any time, with or without notice and with or without cause. In addition, this means that Masimo may change the terms and conditions of employment, including without limitation, pay, benefits, title, duties and location of anything, with or without notice and with or without cause.

This letter set forth the material terms of our offer of employment, and supersedes all prior offers, agreements and discussions about employment that you may have had with any employee of the Company, whether written or oral. The “at-will” nature of your employment cannot be modified or amended by any supervisor or by any action of Masimo other than any modification or amendment in writing signed by both you and the CEO.

Please confirm your acceptance of this offer and agreement to the terms of this letter by signing below and returning the signed original to me. If we have not received your signed acceptance by December 20, 2017, this offer will be withdrawn.

If you have any questions about our employment offer, please feel free to contact me.

We look forward to having you join our Team.

Sincerely,



/s/ JOE KIANI			December 15, 2017
Joe Kiani			Date
Chairman and CEO


Accepted and agreed:

/s/ TAO LEVY			December 20, 2017
Tao Levy			Date

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed as of:	5/7/18
Filed on:	5/4/18	4
For Period end:	3/31/18
	1/3/18	3
	12/20/17
	12/15/17
		List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Masimo Corp.                      10-K/A     12/30/23   13:2.5M
 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
 2/16/22  Masimo Corp.                      10-K        1/01/22  118:77M
 2/23/21  Masimo Corp.                      10-K        1/02/21  119:66M

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Filing Submission 0000937556-18-000079 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)