Masimo Corp Sample Contracts

1 EXHIBIT 10.13 INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 12th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware
RECITALS
Employment Agreement • September 12th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus
Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets...
Credit Agreement • May 3rd, 2022 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

CREDIT AGREEMENT dated as of April 4, 2022, among MASIMO CORPORATION, the LENDERS and ISSUING BANKS party hereto, and CITIBANK, N.A., as Administrative Agent.

MASIMO CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of November 9, 2007
Rights Agreement • November 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

THIS RIGHTS AGREEMENT (“Agreement”), dated as of November 9, 2007, between MASIMO CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (“Rights Agent”).

RECITALS
Employment Agreement • September 12th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus
Shares Masimo Corporation Common Stock PURCHASE AGREEMENT
Purchase Agreement • August 6th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

Masimo Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company and outstanding shares of Common Stock (the “Selling Stockholder Shares”) to be sold by the Selling Stockholders. The Company has also granted to the several Underwriters an option to purchase up to additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

WITNESSETH:
Purchasing and Licensing Agreement • November 14th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New Jersey
RECITALS
Employment Agreement • September 12th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus
MASIMO CORPORATION INDEMNITY AGREEMENT
Indemnification Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ] by and between MASIMO CORPORATION, a Delaware corporation (the “Company”), and [ ] (“Agent”).

RIGHTS AGREEMENT between MASIMO CORPORATION and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. as Rights Agent Dated as of September 9, 2022
Rights Agreement • September 9th, 2022 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

RIGHTS AGREEMENT, dated as of September 9, 2022 (this “Agreement”), between Masimo Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (the “Rights Agent”).

MASIMO CORPORATION
Severance Protection Plan Participation Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

Through this letter, you are being offered the opportunity to become a participant in the Plan, and thereby to be eligible to receive the basic, change in control, and voluntary severance benefits described below. A copy of the Plan is attached to this letter. You should read it carefully and become comfortable with its terms and conditions, and those set forth below.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2012 • Masimo Corp • Electromedical & electrotherapeutic apparatus

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of February 7, 2012, by and between Masimo Corporation, a Delaware corporation (“Company”), and Joe Kiani (“Executive”).

MASIMO CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [ ], by and between MASIMO CORPORATION, a Delaware corporation (the “Company”), and [ ] (“Agent”).

MASIMO CORPORATION AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Blair Tripodi
Severance Protection Plan Participation Agreement • February 28th, 2024 • Masimo Corp • Electromedical & electrotherapeutic apparatus
INTERCOMPANY AGREEMENT
Intercompany Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of 12:01 a.m. this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Canada ULC, a Nova Scotia unlimited liability company (“Subsidiary”).

SUPPLY AGREEMENT
Supply Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Agreement is entered into as of the 22nd day of February 2002, by and between Masimo Corporation, a Delaware corporation (the “BUYER”) and Wintek Electro-Optics Corporation., a Michigan corporation (the “SELLER”).

LEASE (Single-Tenant; Net; “AS IS”) BETWEEN THE IRVINE COMPANY LLC AND MASIMO CORPORATION
Lease • August 3rd, 2016 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS LEASE is made as of the day of , 2016, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company hereafter called “Landlord,” and MASIMO CORPORATION, a Delaware corporation, hereinafter called “Tenant.”

Contract
Lease Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Baja California

LEASE AGREEMENT entered into as of December 26, 2006 by and between INDUSTRIAS ASOCIADAS MAQUILADORAS, S. A. de C. V. (hereinafter referred to as IAMSA), herein represented by Mr. José Luis Faus Sotelo, and INDUSTRIAL VALLERA DE MEXICALI, S.A DE C.V, (hereinafter referred to as COMPANY), herein represented by Mr. Sergio Tagliapietra Nassri, Legal Representative, pursuant to the following RECITALS and CLAUSES.

AMENDED AND RESTATED CROSS-LICENSING AGREEMENT BETWEEN MASIMO LABORATORIES AND MASIMO CORPORATION EFFECTIVE JANUARY 1, 2007
Cross-Licensing Agreement • March 4th, 2008 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS AMENDED AND RESTATED CROSS-LICENSING AGREEMENT (the “Agreement”), effective as of January 1, 2007 (the “Effective Date”), is an amendment and restatement of the CROSS-LICENSING AGREEMENT originally made and entered into as of the 2nd day of May, 1998 (as subsequently amended, the “Original Agreement”), by and between MASIMO LABORATORIES, a Delaware corporation (“LABS”), and MASIMO CORPORATION, a Delaware corporation (“MASIMO”), with reference to the following:

MASIMO CORPORATION AMENDED AND RESTATED
Severance Protection Plan Participation Agreement • February 15th, 2013 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This letter relates to the Amended and Restated 2007 Severance Protection Plan (the “Plan”) that we, Masimo Corporation, have adopted.

BETWEEN
Cross-Licensing Agreement • November 14th, 2000 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2017 • Masimo Corp • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT TO THE NOVEMBER 4, 2015 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of July 27, 2017, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Joe Kiani (the “Executive”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • May 29th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of , 2006, is entered into by and between [NAME], an individual (“Pledgor”), and Masimo Corporation, a Delaware corporation (“Secured Party”).

Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this...
Purchase Agreement • August 10th, 2022 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This PURCHASE AGREEMENT (this “Agreement), dated as of April 3, 2019 (the “Effective Date”), is made and entered into by and between DEI Sales, Inc., and its subsidiary Sound United, LLC, having a principal place of business 1 Viper Way, Vista, CA 92081 (“SOUND UNITED”), and Tonly Electronics Sales Limited, a Hongkong corporation having its principal place of business at 8th Floor, Вuilding 22E, 22 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong (“Supplier”). SOUND UNITED and/or Supplier may hereafter be referred to individually as a “Party” and collectively-as the “Parties”.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • February 17th, 2016 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of February 12, 2016 (the “Effective Date”) and amends the Rights Agreement, dated as of November 9, 2007 (the “Rights Agreement”), between Masimo Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the respective meanings given to such terms in the Rights Agreement.

BUY-IN LICENSE AGREEMENT MASIMO CORPORATION — MASIMO INTERNATIONAL HOLDINGS
Buy-in License Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS BUY-IN LICENSE AGREEMENT (the “Agreement”) is effective as of the date of execution (the “Effective Date”), by and between Masimo Corporation (“Masimo US”), a Delaware corporation having its principal place of business at 40 Parker, Irvine, CA 92618, and Masimo International Holdings (“Masimo Cayman”), a Cayman Islands corporation having its registered office at 75 Fort Street, P.O. Box 1350, Grand Cayman, KY 1-1108 Cayman Islands (collectively, the “Parties” and individually, “Party”).

Attention: Kathy Spain, Buyer; and Gary Waite, VP Manufacturing
Purchase Agreement • June 1st, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

As you may know, Varian, Inc. (“Varian”) and Jabil Circuit, Inc. (“Jabil”) have signed a definitive agreement under which Jabil will acquire Varian’s Electronic Manufacturing business (the “Transaction”). Jabil is a global leader in the electronics manufacturing services sector. The Transaction is expected to close in March, 2005. We’re very excited about joining the Jabil team while continuing to provide. the customer focused service you have grown to expect from us.

INTERCOMPANY AGREEMENT
Intercompany Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Europe Limited, a corporation under the laws of the United Kingdom (“Subsidiary”).

MANUFACTURING AND PURCHASE AGREEMENT
Manufacturing Agreement • August 6th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This manufacturing and purchase agreement (“Agreement”), dated for identification purposes August 19, 2005, is by and among Masimo Corporation (“Masimo”), and Dowa Mining Co., Ltd. (“Dowa”).

Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets...
Settlement and Covenant Not to Sue Agreement • February 23rd, 2021 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This SETTLEMENT AND COVENANT NOT TO SUE AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as that term is defined below) between Masimo Corporation (“Masimo”), Masimo Technologies SARL (“Masimo Tech”) and Masimo International SARL (“Masimo SARL”) and their respective Affiliates (“collectively, “MASIMO”) and Mindray Medical International, Limited (“MMIL”), Shenzhen Mindray Biomedical Electronics Co., Ltd. (“Shenzhen Mindray”), Mindray DS USA, Inc. (“Mindray DS”) and their respective Affiliates (collectively, “MINDRAY”), who are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

PREMIER PURCHASING PARTNERS, L.P. GROUP PURCHASING AGREEMENT-CAPITAL EQUIPMENT COVER SHEET
Group Purchasing Agreement • May 6th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

This Group Purchasing Agreement (the “Agreement”) is comprised of the following documents and is entered into by the Parties as of the Effective Date set forth in Item 3 above:

ASSET PURCHASE AGREEMENT BY AND BETWEEN MASIMO CORPORATION MASIMO CANADA ULC AND ANDROMED INC. DATED AS OF DECEMBER 21, 2005
Asset Purchase Agreement • July 9th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

This Asset Purchase Agreement is made and entered into as of December 21, 2005 (this “Agreement”), by and among MASIMO CORPORATION, a Delaware corporation (“Parent”), MASIMO CANADA ULC, a Nova Scotia unlimited liability company (“Masimo Canada,” together with Parent, hereinafter referred to as “Masimo”), and ANDROMED INC., a Québec corporation (“Seller”).