SEC Info - Masimo Corp - ‘10-K’ for 1/2/16

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Masimo Corp – ‘10-K’ for 1/2/16 – ‘EX-10.46’

On: Wednesday, 2/24/16, at 4:41pm ET · For: 1/2/16 · Accession #: 937556-16-218 · File #: 1-33642

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

 2/24/16  Masimo Corp                       10-K        1/02/16  107:16M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.50M 
 2: EX-10.31    Amendment No.1 to the November 1, 2009 Lease        HTML     36K 
                Agreement, 40 Parker                                             
 3: EX-10.32    Amendment No. 2 to the November 1, 2009 Lease       HTML     46K 
                Agreement, 40 Parker                                             
 4: EX-10.43    Amended and Restated Credit Agreement, Dated as of  HTML    530K 
                January 8, 2016, Jp Morgan                                       
 5: EX-10.44    Settlement Agreement, Dated November 16, 2015,      HTML    124K 
                Masimo Corp and Mindray Intl, Ltd                                
 6: EX-10.45    Lease Agreement, Dated July 15,2012, 9600 Jeronimo  HTML    332K 
 7: EX-10.46    First Amendment to June 22, 2012 Lease Agreement,   HTML     44K 
                9600 Jeronimo                                                    
 8: EX-10.48    Third Amendment to June 22, 2012 Lease Agreement,   HTML    149K 
                9600 Jeronimo                                                    
10: EX-21.1     List of Subsidiaries                                HTML     34K 
11: EX-23.1     Consent of Independent Registered Public            HTML     33K 
                Accounting Firm                                                  
 9: EX-12.1     Ratio of Earning to Fixed Charges                   HTML     45K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     34K 
21: R1          Document and Entity Information                     HTML     59K 
22: R2          Consolidated Balance Sheets                         HTML    130K 
23: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
24: R4          CONSOLIDATED STATEMENTS OF OPERATIONS Statement     HTML     92K 
25: R5          Consolidated Statements of Comprehensive Income     HTML     47K 
26: R6          Consolidated Statements of Equity                   HTML     92K 
27: R7          Consolidated Statements of Cash Flows               HTML    131K 
28: R8          Description of the Company                          HTML     37K 
29: R9          Summary of Significant Accounting Policies          HTML    248K 
30: R10         Variable Interest Entities (VIEs)                   HTML    366K 
31: R11         Related Party Transactions                          HTML     43K 
32: R12         Inventories                                         HTML     42K 
33: R13         Other Current Assets (Notes)                        HTML     41K 
34: R14         Property and Equipment                              HTML     59K 
35: R15         Intangible Assets                                   HTML     63K 
36: R16         Goodwill                                            HTML     38K 
37: R17         Accrued Liabilities                                 HTML     46K 
38: R18         Long-Term Debt (Notes)                              HTML     51K 
39: R19         Other Liabilities, Long-Term                        HTML     40K 
40: R20         Equity                                              HTML     55K 
41: R21         Share-Based Compensation                            HTML    183K 
42: R22         Commitments and Contingencies                       HTML    105K 
43: R23         Segment Information and Enterprise Reporting        HTML     85K 
44: R24         Income Taxes                                        HTML    132K 
45: R25         Quarterly Financial Data (Unaudited)                HTML     82K 
46: R26         Schedule II - Valuation and Qualifying Accounts     HTML     68K 
                (Notes)                                                          
47: R27         Summary of Significant Accounting Policies          HTML    185K 
                (Policies)                                                       
48: R28         Summary of Significant Accounting Policies          HTML    203K 
                (Tables)                                                         
49: R29         Variable Interest Entities (VIEs) (Tables)          HTML    343K 
50: R30         Inventories (Tables)                                HTML     40K 
51: R31         Other Current Assets (Tables)                       HTML     41K 
52: R32         Property and Equipment (Tables)                     HTML     57K 
53: R33         Intangible Assets (Tables)                          HTML     65K 
54: R34         Goodwill (Tables)                                   HTML     39K 
55: R35         Accrued Liabilities (Tables)                        HTML     46K 
56: R36         Long-Term Debt (Tables)                             HTML     39K 
57: R37         Other Liabilities, Long-Term (Tables)               HTML     39K 
58: R38         Equity Stock Repurchase Program Table (Tables)      HTML     42K 
59: R39         Share-Based Compensation (Tables)                   HTML    171K 
60: R40         Commitments and Contingencies (Tables)              HTML     49K 
61: R41         Segment Information and Enterprise Reporting        HTML     80K 
                (Tables)                                                         
62: R42         Income Taxes (Tables)                               HTML    125K 
63: R43         Quarterly Financial Data (Unaudited) (Tables)       HTML     79K 
64: R44         Summary of Significant Accounting Policies - Fair   HTML     68K 
                Value Hierarchy for Financial Assets (Detail)                    
65: R45         Summary of Significant Accounting Policies-Useful   HTML     53K 
                Life (Details)                                                   
66: R46         Summary of Significant Accounting Policies -        HTML    101K 
                Additional Information (Detail)                                  
67: R47         Summary of Significant Accounting Policies -        HTML     41K 
                Changes in Product Warranty Accrual (Detail)                     
68: R48         Summary of Significant Accounting Policies -        HTML     67K 
                Computation of Basic and Diluted Net Income Per                  
                Share (Detail)                                                   
69: R49         Summary of Significant Accounting Policies-Cash     HTML     44K 
                Flow Information (Details)                                       
70: R50         Variable Interest Entities (VIEs) - Additional      HTML     93K 
                Information (Detail)                                             
71: R51         Variable Interest Entities (VIEs) - Condensed       HTML    153K 
                Consolidating Schedules of Balance Sheets (Detail)               
72: R52         Variable Interest Entities (VIEs) - Condensed       HTML    108K 
                Consolidating Schedules of Statements of                         
                Comprehensive Income (Detail)                                    
73: R53         Related Party Transactions - Additional             HTML     49K 
                Information (Detail)                                             
74: R54         Inventories - Components of Inventory (Detail)      HTML     41K 
75: R55         Inventories - Additional Information (Detail)       HTML     31K 
76: R56         Other Current Assets (Details)                      HTML     42K 
77: R57         Property and Equipment - Components of Property     HTML     60K 
                and Equipment (Detail)                                           
78: R58         Property and Equipment - Additional Information     HTML     67K 
                (Detail)                                                         
79: R59         Intangible Assets - Components of Intangible        HTML     55K 
                Assets (Detail)                                                  
80: R60         Intangible Assets - Estimated Amortization Expense  HTML     46K 
                (Detail)                                                         
81: R61         Goodwill - Changes in Goodwill (Detail)             HTML     35K 
82: R62         Accrued Liabilities (Details)                       HTML     51K 
83: R63         Long-Term Debt (Details)                            HTML     84K 
84: R64         Other Liabilities, Long-Term - Components of Other  HTML     39K 
                Liabilities (Detail)                                             
85: R65         Equity - Additional Information (Detail)            HTML     59K 
86: R66         Equity Stock Repurchase Program (Details)           HTML     38K 
87: R67         Share-Based Compensation - Additional Information   HTML     84K 
                (Detail)                                                         
88: R68         Share-Based Compensation - Number and Weighted      HTML     66K 
                Average Exercise Price of Options Issued and                     
                Outstanding under All Stock Option Plans (Detail)                
89: R69         Share-Based Compensation - Range of Assumptions     HTML     52K 
                Used and Resulting Weighted-Average Fair Value of                
                Options Granted at Date of Grant (Detail)                        
90: R70         Share-Based Compensation - Total Share-Based        HTML     41K 
                Compensation Expense Included in Consolidated                    
                Statements of Comprehensive Income (Detail)                      
91: R71         Share-Based Compensation - Number and Weighted      HTML     85K 
                Average Exercise Price of Outstanding and                        
                Exercisable Options (Detail)                                     
92: R72         Share-Based Compensation - Summary of Unvested RSU  HTML     52K 
                Award Activity (Details)                                         
93: R73         Commitments and Contingencies - Additional          HTML    197K 
                Information (Detail)                                             
94: R74         Commitments and Contingencies - Future Minimum      HTML     80K 
                Lease Payments Under Operating and Capital Leases                
                (Detail)                                                         
95: R75         Segment Information and Enterprise Reporting -      HTML     58K 
                Analysis of Product Revenue Based upon Geographic                
                Area Shipped (Detail)                                            
96: R76         Income Taxes - Components of Income Before          HTML     37K 
                Provision for Income Taxes (Detail)                              
97: R77         Income Taxes - Current and Deferred Provision       HTML     62K 
                (Benefit) for Income Taxes (Detail)                              
98: R78         Income Taxes - Additional Information (Detail)      HTML     70K 
99: R79         Income Taxes - Deferred Tax Provision (Benefit)     HTML     34K 
                (Detail)                                                         
100: R80         Income Taxes - Reconciliation of U.S. Federal       HTML     54K  
                Statutory Tax Rate to Company's Effective Tax Rate               
                (Detail)                                                         
101: R81         Income Taxes - Components of Deferred Tax Assets    HTML     61K  
                (Detail)                                                         
102: R82         Income Taxes - Reconciliation of Total Amounts of   HTML     43K  
                Unrecognized Tax Benefits (Detail)                               
103: R83         Quarterly Financial Data (unaudited) - Quarterly    HTML     55K  
                Financial Data (Detail)                                          
104: R84         Schedule II - Valuation and Qualifying Accounts     HTML     47K  
                (Details)                                                        
106: XML         IDEA XML File -- Filing Summary                      XML    184K  
105: EXCEL       IDEA Workbook of Financial Reports                  XLSX    131K  
15: EX-101.INS  XBRL Instance -- masi-20160102                       XML   4.01M 
17: EX-101.CAL  XBRL Calculations -- masi-20160102_cal               XML    344K 
18: EX-101.DEF  XBRL Definitions -- masi-20160102_def                XML    863K 
19: EX-101.LAB  XBRL Labels -- masi-20160102_lab                     XML   2.48M 
20: EX-101.PRE  XBRL Presentations -- masi-20160102_pre              XML   1.41M 
16: EX-101.SCH  XBRL Schema -- masi-20160102                         XSD    245K 
107: ZIP         XBRL Zipped Folder -- 0000937556-16-000218-xbrl      Zip    365K

‘EX-10.46’ — First Amendment to June 22, 2012 Lease Agreement, 9600 Jeronimo

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

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Exhibit

Exhibit 10.46

FIRST AMENDMENT TO LEASE

I. PARTIES AND DATE.

This First Amendment to Lease (the “Amendment”) dated May 29,2013, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and MASIMO CORPORATION, a Delaware corporation (“Tenant”).

II. RECITALS.

On June 22, 2012, Landlord and Tenant entered into a lease (“Lease”) for space in a building located at 9600 Jeronimo Road, Irvine, California (“Premises”).

Landlord and Tenant each desire to modify the Lease to extend the Lease Term, to adjust the Basic Rent and to make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III. MODIFICATIONS.

A. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1. Item 5 is hereby deleted in its entirety and substituted therefor shall be the following:

“5. Expiration Date: January 31, 2015”

2. Item 6 is hereby amended by adding the following:

“Commencing February 1, 2014, the Basic Rent shall be Twenty One Thousand One Hundred Thirty-Seven Dollars ($21,137.00) per month, based on $.65 per rentable square foot.”

B. Right to Extend the Lease. The provisions of Section 3.4 of the Lease, entitled “Right to Extend this Lease”, for the option to extend the Term for a single 12-month extension shall remain in full force and effect and exercisable by Tenant during the Term of the Lease as extended by this Amendment, except that the third (3^rd) sentence of said Section 3.4 is hereby deleted and substituted therefor shall be the following:

“The Basic Rent payable under the Lease during the 12-month extension of the Term as provided herein, shall be Twenty Two Thousand Seven Hundred Sixty-Three Dollars ($22,763.00) per month, based on $.70 per rentable square foot.”

C. “After Hours” HVAC. Effective as of the date of this Amendment, the parties hereby agree to amend the definition of “standard charges” as used in Section 6.1 of the Lease for Tenant’s “after hours” usage of each HVAC servicing the Premises, to the following charges (in addition to the electricity charges paid to the utility provider): (i) $1.00 per hour for 1-5 ton HVAC units, (ii) $5.00 per hour for 6-9 ton HVAC units, and (iii) $10.00 per hour for HVAC units of greater than 9 tons.

D. Broker’s Commission. Article XVIII of the Lease is amended to provide that the parties recognize the following parties as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible for payment of brokerage commissions to such brokers pursuant to its separate agreements with such brokers: Irvine Realty Company (“Landlord’s Broker”) and Zuvich Corporate Advisors (“Tenant’s Broker”). It is understood and agreed that Landlord’s Broker represents only Landlord in connection with the execution of this Amendment and that Tenant’s Broker represents only Tenant. The warranty and indemnity provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

E. Acceptance of Premises. Tenant acknowledges that the lease of the Premises pursuant to this Amendment shall be on an “as-is” basis without further obligation on Landlord’s part as to improvements whatsoever.

IV. GENERAL.

A. Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

B. Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

C. Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

D. Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

E. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

V. EXECUTION.

Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.



LANDLORD:		TENANT:


THE IRVINE COMPANY LLC		MASIMO CORPORATION
a Delaware limited liability company		a Delaware corporation


By	/s/ *Steven M. Case*	By	/s/ *Yongsam Lee*
Steven M. Case, Executive Vice President		Yongsam Lee
Office Properties		EVP, Operations and CIO



By	/s/ *Michael T. Bennett*	By	/s/ *Mark P. de Raad*
Michael T. Bennett, Senior Vice President		Mark P. de Raad
Operations, Office Properties		CFO

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/24/16	S-8
For Period end:	1/2/16	5, DEF 14A
	1/31/15
	2/1/14
	6/22/12
		List all Filings

8 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
 7/11/16  SEC                               UPLOAD¶    10/03/17    1:35K  Masimo Corp.
 6/09/16  SEC                               UPLOAD¶    10/03/17    1:159K Masimo Corp.

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Filing Submission 0000937556-16-000218 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)