Exhibit 10.53
MASIMO CORPORATION
CEO AND E XECUTIVE O FFICER E QUITY A WARD C OMPENSATION P OLICY
A MENDED : J ANUARY 4, 2008
E QUITY C OMPENSATION
In order to provide the Chief
Executive Officer and the other executive officers of Masimo
Corporation (the “Corporation”) with a long-term
incentive compensation award, the Compensation Committee of the
Board of Directors of the Corporation (the “Committee”)
has established this CEO and Executive Officer Equity Award
Compensation Policy (the “Policy”).
E LIGIBILITY
The Chief Executive Officer hereby
is, and shall always be, subject to the Policy. The Committee shall
set by resolution from time to time the names and titles of other
executive officers of the Company who shall be subject to the
Policy. A person subject to the Policy shall hereinafter be
referred to as a “Policy Participant” and persons
subject to the Policy collectively referred to as the “Policy
Participants.”
Each Policy Participant shall become
eligible to receive an annual option grant of a non-qualified stock
option to purchase shares of Common Stock of the Company
(“Common Stock”) commencing upon (i) the effective
date of this Policy (the “Effective Date”), for each
Policy Participant who has at any time prior to the Effective Date
become vested as to at least 60% of the shares of Common Stock
subject to a stock option granted by the Company to such Policy
Participant, and (ii) for all other Policy Participants, the
first date that such Policy Participant becomes vested as
to
