Amendment to Employment Agreement between Masimo Corporation and Joe E. Kiani

Summary

Masimo Corporation and Joe E. Kiani have amended their existing employment agreement to allow Mr. Kiani to also work for Masimo Laboratories, Inc., a new subsidiary created as part of a company spin-off. Mr. Kiani will serve as Chairman and CEO of both companies, and his total base salary from both will not exceed the original amount set in his prior agreement. All other terms of the original employment agreement remain unchanged.

EX-10.6 12 a60301ex10-6.txt EXHIBIT 10.6 1 EXHIBIT 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment ("Amendment") is made and entered into as of the 2nd day of April, 1998, by and between Masimo Corporation, a Delaware corporation (the "Company") and Joe E. Kiani (the Executive"), and shall amend that certain Employment Agreement between the parties dated, May 4,1996 (the "Masimo Agreement"). RECITALS A. The Company intends to spin-off its non-vital signs monitoring applications (the "Spin-Off") through a stock dividend whereby the Company will form a new Delaware subsidiary corporation, Masimo Laboratories, Inc. ("Labs"), that will initially have outstanding one class of common stock (the "Labs Common Stock") and no preferred stock, and will subsequently distribute the Labs Common Stock to the holders of all of the outstanding shares of the Company's Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, in each case on a share for share basis. B. The Company and Labs anticipate that Executive's services as Chairman and Chief Executive Officer of the Company and of Labs will be necessary in order for each company to be successful. Labs is prepared to enter into an Employment Agreement with Executive (the "Labs Agreement") on substantially the same terms as the Masimo Agreement. The Company and Labs intend for Executive's total Base Salary (as defined in the Masimo Agreement) paid by the Company and Labs to approximate the Base Salary set forth in the Masimo Agreement, rather than double the Base Salary set forth in the Masimo Agreement. NOW, THEREFORE, in consideration of the premises, the mutual promises and the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows: 1. Executive shall be permitted to accept employment from Labs and Executive shall devote substantially all of his full business and professional time and energy to the business affairs of the Company and Labs. 2. All Base Salary provided by the Masimo Agreement shall be reduced by the Base Salary paid to Executive pursuant to the Labs Agreement. 3. All other terms and conditions of the Masimo Agreement shall remain in effect. 2 IN WITNESS WHEREOF, the Company, at the direction of the Board, and the Executive have caused this Amendment to be executed as of the day and year first above written. "Company" MASIMO CORPORATION By: /s/ BRADLEY R. LANGDALE ---------------------------------------- Its: --------------------------------------- "Executive" /s/ JOE E. KIANI ------------------------------------------- Joe E. Kiani 2