2007 Severance Protection Plan Limited Participation Agreement



 Exhibit 10.3 

MASIMO CORPORATION 

AMENDED AND RESTATED 

2007 SEVERANCE PROTECTION PLAN 

Participation Agreement for 

Anthony Allan 
  

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 May 17, 2010 

Personal & Confidential 

Mr. Anthony Allan 
 Masimo Corporation

 Chief Operating Officer 
 40 Parker

 Irvine, California 92618 
  

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


Dear Tony: 
 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 (a term defined in the Plan) in the Plan before the three (3) years of service specified 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. 

 

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 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 1(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, subject to the condition that you will be exempted from the three (3) year eligibility requirement under Section 4(a) 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. If while the Plan and this Participation Agreement are in effect, you acknowledge 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 280G 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 
  

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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: May 17, 2010 
  

					
		 	MASIMO CORPORATION:
			
		 	By:	 	 /s/ JOE KIANI

		 		 	Joe Kiani
		 		 	CEO and Chairman of the Board

 ACCEPTED AND AGREED
TO this 17th day of May, 2010. 
  

	
	 /s/ ANTHONY ALLAN

	Anthony Allan

  

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