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EXHIBIT 10.6
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") is made and entered into as of the 2nd day of
April, 1998, by and between Masimo Corporation, a Delaware corporation (the
"Company") and Xxx X. Xxxxx (the Executive"), and shall amend that certain
Employment Agreement between the parties dated, May 4,1996 (the "Masimo
Agreement").
RECITALS
A. The Company intends to spin-off its non-xxxxx xxxxx monitoring
applications (the "Spin-Off") through a stock dividend whereby the Company will
form a new Delaware subsidiary corporation, Masimo Laboratories, Inc. ("Labs"),
that will initially have outstanding one class of common stock (the "Labs Common
Stock") and no preferred stock, and will subsequently distribute the Labs Common
Stock to the holders of all of the outstanding shares of the Company's Common
Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock and Series E Preferred Stock, in each case on a
share for share basis.
B. The Company and Labs anticipate that Executive's services as
Chairman and Chief Executive Officer of the Company and of Labs will be
necessary in order for each company to be successful. Labs is prepared to enter
into an Employment Agreement with Executive (the "Labs Agreement") on
substantially the same terms as the Masimo Agreement. The Company and Labs
intend for Executive's total Base Salary (as defined in the Masimo Agreement)
paid by the Company and Labs to approximate the Base Salary set forth in the
Masimo Agreement, rather than double the Base Salary set forth in the Masimo
Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual promises and
the mutual covenants and agreements hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. Executive shall be permitted to accept employment from Labs and
Executive shall devote substantially all of his full business and professional
time and energy to the business affairs of the Company and Labs.
2. All Base Salary provided by the Masimo Agreement shall be reduced by
the Base Salary paid to Executive pursuant to the Labs Agreement.
3. All other terms and conditions of the Masimo Agreement shall remain
in effect.
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IN WITNESS WHEREOF, the Company, at the direction of the Board, and the
Executive have caused this Amendment to be executed as of the day and year first
above written.
"Company"
MASIMO CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
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Its:
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"Executive"
/s/ XXX X. XXXXX
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Xxx X. Xxxxx
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