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EXHIBIT 10.17
AMENDMENT NUMBER ONE TO
MASIMO CORPORATION
THIRD AMENDED AND RESTATED 1996 INCENTIVE STOCK OPTION,
NONQUALIFIED STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN
This Amendment Number One to the Third Amended and Restated 1996
Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase
Plan (the "1996 Plan") of MASIMO CORPORATION, a California corporation (the
"Company"), is hereby adopted by the Board of Directors of the Company effective
March 22, 2000. The 1996 Plan is hereby amended as follows:
1. Section 4.1 of the 1996 Plan is amended and restated in its entirety
as follows:
4.1 SHARES SUBJECT TO THE PLAN. A total of 2,400,000 shares of
Common Stock may be issued under the Plan, subject to
adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. For purposes of this limitation, in the
event that (a) all or any portion of any Option or Right to
Purchase granted or offered under the Plan can no longer under
any circumstances be exercised, or (b) any shares of Common
Stock are reacquired by the Company pursuant to an Incentive
Option Agreement, Nonqualified Option Agreement or Stock
Purchase Agreement, the shares of Common Stock allocable to
the unexercised portion of such Option or such Right to
Purchase, or the shares so reacquired, shall again be
available for grant or issuance under the Plan.
2. Except otherwise herein stated, all other terms and conditions of
the 1996 Plan will remain in full force and effect.
ATTEST:
/s/ Bradley Langdale
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Secretary
