Exhibit











October 26, 2017
Personal & Confidential
Micah Young
52 Discovery
Irvine, CA 92618


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


Dear Micah:
This letter relates to the Amended and Restated 2007 Severance Protection Plan (the “Plan”) that we, Masimo Corporation, have adopted.
Through this letter, you are being offered the opportunity to become a limited Participant in the Plan and, thereby, to be eligible to receive only the change in control benefits (and not the basic or the 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. Upon completion of three (3) years of service to Masimo Corporation, you will be eligible for full participation in the Plan.
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 limited 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 limited Participant in the Plan. Your limited participation in the Plan will be effective upon your signing and returning this Participation Agreement to the Company within thirty (30) days of your receipt of this Participation Agreement.











NOW, THEREFORE, you and the Company (hereinafter referred to as the “parties”) hereby agree as follows:
1.     If (a) your employment terminates on the date of a Change in Control specifically because your current job, or similar job, was not offered to you on the date of such Change in Control, or (b) you experience a Covered Termination on or after a Change in Control for a reason other than as set forth in preceding Section l(a) then, in accordance with Sections 3 and 4 of the Plan, fifty percent (50%) of each of your unvested and outstanding stock options or other equity-based awards will immediately vest upon a Change in Control.
2.     As a condition of receiving the limited Change in Control 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 limited Change in Control 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 termination of your employment other than pursuant to a “Covered Termination” as defined in Section 2(d)(i) of the Plan.
6.    While the Plan and this Participation Agreement are in effect, you agree 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 2800 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 limited 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.











	
								
	Dated:
	December 12, 2017
	 
	 
	 
	MASIMO CORPORATION:

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	By:
	/s/ JOE KIANI
	 

	 
	 
	 
	 
	 
	 
	Joe Kiani
	 

	 
	 
	 
	 
	 
	 
	CEO & Chairman of the Board

	 
	 
	 
	 
	 
	 
	 
	 

	ACCEPTED AND AGREED TO  this 15th day of November 2017.
	 

	 
	 
	 
	 
	 
	 
	 
	 

	/s/ MICAH YOUNG
	 
	 
	 
	 
	 
	 

	Micah Young