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

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Masimo Corp – ‘10-Q’ for 3/31/18 – ‘EX-10.3’

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-10.3’ — 2007 Severance Protection Plan Participation Agreement, Bilal Muhsin

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

<! C: C:

Exhibit

MASIMO CORPORATION

AMENDED AND RESTATED

2007 SEVERANCE PROTECTION PLAN

Participation Agreement for

Bilal Mushin

Page 1 of 5

March 26, 2018

Personal & Confidential

Bilal Mushin

Executive Vice President, Engineering, Marketing and Regulatory Affairs

Masimo Corporation

52 Discovery

Irvine, California 92618


Re:	Masimo Corporation Amended and Restated 2007 Severance Protection Plan -Participation Agreement

Dear Bilal Mushin:

This letter relates to the Amended and Restated 2007 Severance Protection Plan (the “Plan”) that we, Masimo Corporation (the “Company”), have adopted.

Through this letter, you are being offered the opportunity to become a Participant (a term defined in the Plan) in the Plan and, thereby, to be eligible to receive the basic, change in control and voluntary severance benefits described below. A copy of the Plan is attached to this letter and incorporated herein by reference. You should read the Plan carefully and become comfortable with its terms and conditions, and those set forth below.

If you choose to sign below, you will be establishing a Participation Agreement, within the meaning of the Plan, and as limited by the terms of this Participation Agreement; and, you will thereby be acknowledging and agreeing to the following provisions:

(a) that you have received and reviewed a copy of the Plan;

(b) that terms not defined in this Participation Agreement, but beginning with initial capital letters, shall have the meanings assigned to them in the Plan;

(c) that your participation in the Plan requires that you agree irrevocably and voluntarily to the terms of the Plan and the terms set forth below; and

(d) that you have had the opportunity to carefully evaluate this opportunity, and desire to participate in the Plan according to the terms and conditions set forth herein.

Subject to the foregoing, we invite you to become a Participant in the Plan. Your participation in the Plan will be effective upon your signing the Participation Agreement and returning it to the Company within thirty (30) days of your receipt of the Participation Agreement.

Page 2 of 5

NOW, THEREFORE, you and the Company (hereinafter referred to as the “parties”) hereby AGREE as follows:

1. If while the Plan and this Participation Agreement are in effect, you become entitled to a Basic Severance Benefit in accordance with Sections 2 and 4 of the Plan, then:


a)	your Basic Severance Benefit shall equal your annual salary (“Base Salary”) determined at the highest rate in effect during the one-year period before the date of your Covered Termination.

You and your COBRA qualifying beneficiaries will be entitled to COBRA continuation coverage at the Company’s expense for a period of twelve (12) months after your Covered Termination. Thereafter, you will be entitled to continuation coverage at your own expense and only to the extent it is legally required under applicable federal or state law, notably COBRA. In addition, the Company shall make life insurance coverage over the first twelve months following your covered termination available for purchase by you.


c)	Notwithstanding the foregoing, if you commence new employment during the time that you are receiving any Basic Severance Benefit, any income or benefits that you receive from such new subsequent employment will offset and reduce (on a dollar for dollar basis) your Basic Severance Benefits payable from the date such new employment commences.

2. If while the Plan and this Participation Agreement are in effect, you become entitled to a Change in Control Severance Benefit in accordance with Sections 3 and 4 of the Plan, then you will receive whichever of the following is applicable, but not both of them.

a) If your employment terminates on the date of a Change in Control specifically because your current job (taking into account your division level) was not offered to you on the date of such Change in Control, your Change in Control Severance Benefit shall equal the sum of (i) your Base Salary, and (ii) one times the average annual bonus over the last three years (“Average Bonus”). In addition, you will receive the welfare benefits described under Section 1.b) above.


b)	If you experience a Covered Termination on or after a Change in Control for a reason other than as set forth in preceding paragraph 2.a), then your Change in Control Severance Benefit shall equal the sum of (i) two times your Base Salary, and (ii) one times your Average Bonus.

You and your COBRA qualifying beneficiaries will be entitled to COBRA continuation coverage at the Company’s expense for a period of 12 months following the date of your Covered Termination. Thereafter, you will be entitled to continuation coverage at your own expense and only to the extent it is legally required under applicable federal or state law, notably COBRA. In addition, the Company shall provide you with Company paid life insurance for the first 12 months following your Covered Termination.

Page 3 of 5

2. As a condition of receiving any Severance Benefits pursuant to the Plan and this Participation Agreement, you must sign all relevant documents listed in Section 4 of the Plan.

3. In consideration of becoming eligible to receive the Severance Benefits provided under the terms and conditions of the Plan and this Participation Agreement, you agree to waive any and all rights, benefits, and privileges to severance benefits that you might otherwise be entitled to receive under any other oral or written plan, employment agreement or arrangement.

4. You understand that the waiver set forth in Section 3 above is irrevocable, and that this Participation Agreement and the Plan set forth the entire agreement between us with respect to any subject matter covered herein.

5. Subject to Section 12(b) of the Plan, this Participation Agreement shall terminate, and your status as a “Participant” in the Plan shall end, on the first to occur of:


a)	your termination of employment other than pursuant to a “Covered Termination” as defined in Section 2(d)(i) of the Plan; or


b)	the Sponsor’s termination of the Plan before you become entitled to Severance Benefits as the result of a termination of your employment, including a Covered Termination.

6. If while the Plan and this Participation Agreement are in effect, you acknowledge that if you decide to voluntarily resign, you will give the Company six (6) months notice.

7. As a condition for receiving benefits under the Plan and this Participation Agreement, you agree that the Committee may reduce your Plan benefits to avoid triggering any “excess parachute payments” under Section 280G of the Code.

8. If any provision of the Plan, or of this Participation Agreement, is determined to be unlawful, invalid or unenforceable, such provision shall be deemed severed from the Plan or this Participation Agreement, respectively, but every other provision of the Plan or of this Participation Agreement shall remain in full force and effect. In substitution for any provision of the Plan or this Participation Agreement being held unlawful, invalid or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the parties hereto to the fullest extent permissible under law.

9. You recognize and agree that your execution of this Participation Agreement results in your enrollment and participation in the Plan, that you agree to be bound by the terms and conditions of the Plan and this Participation Agreement, and that you understand that this Participation Agreement may not be amended or modified except pursuant to Section 12 of the Plan.

Page 4 of 5



Dated:	March 26, 2018	MASIMO CORPORATION:


		/s/ JOE KIANI
		Joe Kiani
		Chairman and CEO


ACCEPTED AND AGREED TO as of March 16, 2018.

/s/ BILAL MUHSIN
Bilal Muhsin

Page 5 of 5

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
	3/26/18
	3/16/18	3, 4
		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.)