Offer Letter, dated July 23, 2008, between Jon C. Coleman and the Registrant



 Exhibit 10.9 
 

 
 July 23, 2008 
 Mr. Jon C. Coleman

 Dear Jon: 
 It is with great pleasure that we extend this
formal offer to you to join Masimo as President, International Sales, reporting to Joe Kiani, Chairman of the Board. A detailed job description will be provided during your New Hire Orientation. 
 Terms and conditions of this offer include the following: 
  

			
	 Starting Date:
	  	No later than TBD.
		
	 Annual Salary:
	  	$269,862 paid at a bi-weekly rate of $10,379.30 per pay period.
		
	 Annual Bonus:
	  	You will be eligible to participate in Masimo’s Bonus Plan for up to 40% of your salary based on Company and individual objectives being met. Your bonus for 2008 will be pro-rated based
on your actual hire date. In addition, you will be eligible to participate in the Executive Multi-Year Cash Bonus Award Plan, pursuant to terms determined by the Board. For the 2008 through 2010 Plan period, the multi-year performance bonus
percentage for you will be set at 40%.
		
	 Benefits:
	  	Benefits including health/dental and other insurance, 401(k), vacation, holiday, and sick leave will be per Company policy. Insurance coverage will begin the first of the month following
employment.

 As a member of our Team, you will be eligible to receive options under Masimo’s Stock Option Plan as
determined by the Board of Directors. It will be recommended to the Board to issue you an option to purchase 100,000 shares of Common Stock, vesting 20% per year over five years and exercisable at fair market value at the time the option is
granted. 
 This offer is contingent upon your signing an Employee Confidentiality Agreement and Arbitration Agreement at the start of your employment, final
due diligence including satisfactory verification of your references, background check and drug screening, and confirmation that you are not under any contractual or legal restrictions with a previous employer that may impair your ability to perform
your duties for Masimo. On your first day of employment, you must provide proof of eligibility to work in the United States. 







 Mr. Jon C. Coleman 
 July 23,
2008 
 Page 2 of 2 
 Employment with Masimo is
“at-will” and not for a specific term. This means that either you or the Company is free to terminate your employment relationship at any time with or without reason or advanced notice. You will receive a copy of Masimo’s Employee
Handbook during your new hire orientation. It is your responsibility to familiarize yourself with the contents of the Handbook as well as Company policies and procedures. 
 This letter sets forth all the terms of our offer and it supersedes all prior offers, agreements and discussions, whether written or oral. The terms of this offer cannot be modified or amended by any supervisor or by
any action of Masimo except a written agreement signed by an officer of the Company. 
 Please acknowledge your acceptance of this offer by signing below and
returning the original. If we have not received your signed acceptance by 8/07/08, this offer will be withdrawn. 
 If there are any questions relative to
this offer or any aspects of the Company, please feel free to contact me. We look forward to your joining our Team, and we are confident your employment will be a mutually rewarding experience. 
  

					
	Sincerely	 		 	
			
	/s/ Mark P. de Raad	 		 	7/23/08
	Mark P. de Raad	 		 	Date
	Executive Vice-President, Chief Financial Officer	 		 	
		 		 	
	Offer Acceptance:	 		 	
			
	/s/ Jon C. Coleman	 		 	8/07/08
	Jon C. Coleman	 		 	Date