CEO and Executive Officer Equity Award Compensation Policy



 EXHIBIT 10.43 
 MASIMO CORPORATION 
 CEO AND EXECUTIVE
OFFICER EQUITY AWARD COMPENSATION POLICY 
 Effective
May 24, 2007 
 EQUITY COMPENSATION 
 In order to provide the Chief Executive Officer and the other executive officers of Masimo Corporation (the “Corporation”) with a long-term incentive compensation award, the Compensation Committee of the
Board of Directors of the Corporation (the “Committee”) has established this CEO and Executive Officer Equity Award Compensation Policy (the “Policy”). 
 ELIGIBILITY 
 The Chief Executive Officer hereby is, and shall always be, subject to the Policy. The
Committee shall set by resolution from time to time the names and titles of other executive officers of the Company who shall be subject to the Policy. A person subject to the Policy shall hereinafter be referred to as a “Policy
Participant” and persons subject to the Policy collectively referred to as the “Policy Participants.” 
 Each Policy Participant shall become
eligible to receive an annual option grant of a non-qualified stock option to purchase shares of Common Stock of the Company (“Common Stock”) commencing upon (i) the effective date of this Policy (the “Effective Date”), for
each Policy Participant who has at any time prior to the Effective Date become vested as to at least 80% of the shares of Common Stock subject to a stock option granted by the Company to such Policy Participant, and (ii) for all other Policy
Participants, the first date that such Policy Participant becomes vested as to at least 80% of the shares of Common Stock subject to a stock option granted by the Company to such Policy Participant (such Policy Participant’s initial eligibility
date, the “Eligibility Date”). 
 ANNUAL GRANTS 
 Chief Executive Officer 
 Commencing on the Eligibility Date for the Chief Executive Officer, and each anniversary
thereafter, the Chief Executive Officer shall be entitled to receive an annual grant of a non-qualified stock option to purchase an aggregate of 100,000 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and
similar transactions occurring on or after the Effective Date), that vests at a rate of 20% per year, with an exercise price equal to 100% of the fair market value (as defined under the applicable stock option plan pursuant to which the grant
was made) of one share of Common Stock on the date of grant. Each such option shall be granted at the first meeting held, or action by unanimous written consent taken, by the Committee on or after the Chief Executive Officer’s Eligibility Date,
or anniversary thereof, as 








 
applicable, at which time the Company is not subject to a trading blackout under its Insider Trading and Window Period Policy. 
 Other Policy Participants 
 Commencing on the Eligibility Date for
each other Policy Participant, and each anniversary thereafter, such other Policy Participant shall be entitled to receive an annual grant of a non-qualified stock option to purchase that number of shares of Common Stock determined by the Committee,
which option shall vest at a rate of 20% per year and have an exercise price equal to 100% of the fair market value (as defined under the applicable stock option plan pursuant to which the grant was made) of one share of Common Stock on the
date of grant. Each such option shall be granted at the first meeting held, or action by unanimous written consent taken, by the Committee on or after the Eligibility Date for such other Policy Participant, or anniversary thereof, as applicable, at
which time the Company is not subject to a trading blackout under its Insider Trading and Window Period Policy. 
 REVIEW OF
EXECUTIVE OFFICER EQUITY AWARD COMPENSATION 
 The form and amount of
compensation paid to the Company’s Chief Executive Officer and other executive officers shall be reviewed from time to time by the Committee.