Offer Letter, dated 05/29/2002, between Chris Kilpatrick and the Registrant



 Exhibit 10.6 
 

 
 May 29, 2002 
 Mr. Chris
Kilpatrick 
 Dear Chris: 
 It is with great pleasure that we
extend this formal offer to you to join Masimo Corporation as Vice President, Business Development and General Counsel, reporting to me. A detailed job description will be provided to you during your New Hire Orientation. 
 Terms and conditions of this offer include the following: 
  

			
	Starting Date:	  	No later than June 30, 2002.
		
	Annual Salary:	  	$175,000 paid at a semi-monthly rate of $7,291.67 per pay period.
		
	Annual Bonus:	  	Upon profitability, you will be eligible to participate in Masimo’s Bonus Plan for up to 30% of your salary based on Company and individual objectives being met.
		
	Business Expenses:	  	Business and travel expenses reimbursed per Company policy.
		
	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 30
days of consecutive 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 recommend to the Board to issue you an option to purchase 75,000 shares of Common Stock, vesting 20% per year over five years and exercisable at fair market value, as determined by the Board of
Directors, at the time the option is granted. In the event of a change of control of the Company, vesting of stock options will accelerate such that 100% of unvested options shall be vested prior to consummation of such change of control.

 This offer is contingent upon your signing an Employee Confidentiality Agreement and Arbitration Agreement at the start of your employment, satisfactory
verification of your references, 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. Chris Kilpatrick 
 May 29, 2002 
 Page 2 of 2 
 Employment with
Masimo Corporation 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 May 30, 2002, 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/ Joe E. Kiani
	 		 	 
	 Joe E. Kiani
	 		 	
	 President & CEO
	 		 	
			
	 Offer Acceptance:
	 		 	
			
	 /s/ Chris Kilpatrick
	 		 	 5/29/02

	 Chris Kilpatrick
	 		 	Date