Item 5.02......Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




On January 14, 2022, Masimo Corporation ("Masimo" or the "Company") entered into
the Second Amendment to the Company's November 4, 2015 Amended and Restated
Employment Agreement (the "Second Amendment") with Joe Kiani, Masimo's Chairman
and Chief Executive Officer. The Second Amendment modified the Amended and
Restated Employment Agreement entered into between Masimo and Mr. Kiani on
November 4, 2015 (the "Initial Agreement"), as amended by the First Amendment to
Amended and Restated Employment Agreement entered into between Masimo and Mr.
Kiani on July 27, 2017 (the "First Amendment," and the Initial Agreement, as
amended by the First Amendment, the "Agreement"). The Agreement was amended
following numerous meetings of the Compensation Committee of Masimo's Board of
Directors, including meetings with the Compensation Committee's independent
compensation consultant.
The Second Amendment provides that the 2.7 million restricted stock units
granted to Mr. Kiani pursuant to the Initial Agreement will vest in full upon
the termination of Mr. Kiani's employment with the Company pursuant to Mr.
Kiani's death or disability.
The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to: (1) the Initial
Agreement, which was filed as Exhibit 10.1 to Masimo's Current Report on Form
8-K filed with the Securities and Exchange Commission on November 5, 2015; (2)
the First Amendment, which was filed as Exhibit 10.1 to Masimo's Current Report
on Form 8-K filed with the Securities and Exchange Commission on August 2, 2017;
and (3) the Second Amendment, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K, each of which are incorporated by reference herein.
Item 9.01.     Financial Statements and Exhibits.

(d) The following items are filed as exhibits to the Current Report on Form 8-K.


    Exhibit
      No.       Description
                  Second Amendment to November 4, 2015 Amended and Restated Employment
                Agreement, dated January 14, 2022, by and between Masimo Corporation and Joe
     99.1       Kiani
      104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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