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EXHIBIT 10.15
AMENDMENT NO. 1 TO
INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN - 1989
This Amendment No. 1 (the "Amendment") to the Incentive Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase Plan - 1989 (the "1989
Plan") of Masimo Corporation, a California corporation (formerly Vital Signals,
Incorporated) (the "Company"), is hereby adopted by the Board of Directors of
the Company effective May 4, 1996.
The 1989 Plan is hereby amended as follows:
1. Section 4(a) of the 1989 Plan is amended and restated in its
entirety as follows:
"(a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board of Directors
of the Company (the "Board"), which may delegate such
responsibilities in whole or in part to a committee consisting of
two (2) or more members of the Board (the "Committee"). Members of
the Committee may be appointed from time to time by, and shall serve
at the pleasure of, the Board. As used herein, the term
"Administrator" means the Board or, with respect to any matter as to
which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee."
2. Section 3 of the 1989 Plan is amended to provide for a new Section
3(c) which reads in its entirety as follows:
"(c) Limit on Grants. In no event shall any participant in the Plan
be granted Rights to Purchase or Options in any one calendar year
pursuant to which the aggregate number of shares of Common Stock
that may be acquired thereunder exceeds 500,000 shares, after giving
effect to the Company's one for two reverse stock-split to be
effected prior to the Company's initial public offering."
Attest:
/s/ BRADLEY R. LANGDALE
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Bradley R. Langdale, Secretary
