0001193125-09-043860 Sample Contracts

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.

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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”).

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COST SHARING AGREEMENT MASIMO CORPORATION — MASIMO INTERNATIONAL HOLDINGS
Cost Sharing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS COST SHARING 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”).

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER # 3 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Price Additions, Product Deletions, Price Decrease, Price Correction
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 3 (“Amendment”), is entered into effective August 15, 2007 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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May 1, 2008 Mr. Jim Beyer VP, Sales - Strategic Accounts Masimo Corporation
Pulse Oximetry Supplier Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
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ASSIGNMENT AND ASSUMPTION OF COST SHARING AGREEMENT AND BUY-IN LICENSE AGREEMENT MASIMO INTERNATIONAL HOLDINGS – MASIMO INTERNATIONAL TECHNOLOGIES SARL
Assignment and Assumption of Cost Sharing Agreement and Buy-in License Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is effective on November 21, 2008 (“Effective Date”) by and between Masimo International Holdings, a Cayman Islands company having its registered office at Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands (“Assignor”) and Masimo International Technologies SARL, a Swiss company having its registered office at c/o Pascal Hofer, 6, avenue du Collège 2017 Boudry, Neuchatel, Switzerland (“Assignee”) (collectively the “Parties” and individually, “Party”).

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 8 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product Additions
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 8 (“Amendment”), is entered into effective November 1, 2008 (the “Amendment Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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MANUFACTURING AND PURCHASE AGREEMENT
Manufacturing and Purchase Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York

This manufacturing and purchase agreement (“Agreement”), by and between Masimo Corporation (“Masimo”), a Delaware corporation having principal offices at 40 Parker, Irvine, CA 92618, and Analog Devices, Inc., a Massachusetts corporation having a principal address at One Technology Way, Norwood, MA 02062 (“ADI”), is effective as of October 2, 2008 (the “Effective Date”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Amendment No. 1 to Employment Agreement (this “Amendment No. 1”) is made and entered into as of December 31, 2008, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Joe E. Kiani (the “Executive”).

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 4 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Amendment of Section 8.11 HL7 Compliance
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 4 (“Amendment”), is entered into effective December 1, 2007 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 9 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product Additions and Deletions
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 9 (“Amendment”), is entered into effective February 28, 2009 (the “Amendment Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 5 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product Additions and Deletions
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 5 (“Amendment”), is entered into effective March 17, 2008 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Corporation (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 7 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Price Decrease and Product Code Change
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 7 (“Amendment”), is entered into effective May 1, 2008 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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Contract Management Sent via FedEx - Next Day
Supplier Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
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PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 6 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Extension of Term
Group Purchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

This Amendment Number 6 (“Amendment”), is entered into effective January 1, 2009 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:

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January 31, 2007 (rev. 03/07/07) Joan Roberts, RN, MS Senior Director, Contract Services - Medical Novation
Supplier Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
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December 4, 2008 Mr. Jon Berglund Director of Corporate Accounts Masimo Corporation
Agreement Ms50662, Masimo Pulse Oximetry • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus

Masimo Corporation and Novation, LLC agree to extend the above-referenced Agreement through February 28, 2011. All other terms and conditions of the current Agreement will remain in full force and effect, except as identified below.

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