Item 5.02......Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJanuary 14, 2022 ,Masimo Corporation ("Masimo" or the "Company") entered into the Second Amendment to the Company'sNovember 4, 2015 Amended and Restated Employment Agreement (the "Second Amendment") withJoe Kiani , Masimo's Chairman and Chief Executive Officer. The Second Amendment modified the Amended and Restated Employment Agreement entered into between Masimo andMr. Kiani onNovember 4, 2015 (the "Initial Agreement"), as amended by the First Amendment to Amended and Restated Employment Agreement entered into between Masimo andMr. Kiani onJuly 27, 2017 (the "First Amendment," and the Initial Agreement, as amended by the First Amendment, the "Agreement"). The Agreement was amended following numerous meetings of the Compensation Committee of Masimo's Board of Directors, including meetings with the Compensation Committee's independent compensation consultant. The Second Amendment provides that the 2.7 million restricted stock units granted toMr. Kiani pursuant to the Initial Agreement will vest in full upon the termination ofMr. Kiani's employment with the Company pursuant toMr. Kiani's death or disability. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to: (1) the Initial Agreement, which was filed as Exhibit 10.1 to Masimo's Current Report on Form 8-K filed with theSecurities and Exchange Commission onNovember 5, 2015 ; (2) the First Amendment, which was filed as Exhibit 10.1 to Masimo's Current Report on Form 8-K filed with theSecurities and Exchange Commission onAugust 2, 2017 ; and (3) the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which are incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.
(d) The following items are filed as exhibits to the Current Report on Form 8-K.
Exhibit No. Description Second Amendment toNovember 4, 2015 Amended and Restated Employment Agreement, datedJanuary 14, 2022 , by and betweenMasimo Corporation and Joe 99.1 Kiani 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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