EXHIBIT 10.12

MASIMO CORPORATION

EXECUTIVE MULTI-YEAR

CASH BONUS AWARD PLAN

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Plan Document

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MASIMO CORPORATION

EXECUTIVE MULTI-YEAR CASH BONUS AWARD PLAN

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Plan Document

(Amended: March 13, 2014)

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ARTICLE I

PURPOSE OF THE PLAN

Effective December 29, 2013, Masimo Corporation (together with its subsidiaries, the “Company”) has established this Masimo Corporation Multi-Year Cash Bonus Award Plan (the “Plan”) to provide its Executive Officers and other officers and key employees (who qualify as Exempt Employees) designated by the Committee (the “Designated Employees”) with an increased incentive to deliver exceptional operational and financial results. The Plan is designed to ensure that such Executive Officers and Designated Employees are rewarded based on corporate and individual performance.

ARTICLE II

DEFINITIONS

2.1 “Base Salary” shall mean a Participant’s three-year average annual salary that is paid over a Plan Period to which the Bonus relates.

2.2    “Board” shall mean the Board of Directors of the Company.

2.3 “Bonus” shall mean the amount payable to a Participant pursuant to the Plan.

2.4 “Committee” shall mean any committee that the Board may appoint to serve at the Board’s pleasure for purposes of administering the Plan; provided that the Board may at any time act as the Committee and shall serve in that capacity in the absence of a duly-appointed committee.

2.5 “Company Factor” shall mean the percentage rating that the Committee determines for a Plan Period pursuant to Section 4.2(b) below.

2.6 “Executive Officers” shall mean the Chief Executive Officer of the Company (“CEO”), and any executive of the Company in charge of a business unit or function (such as sales, administration or finance) who directly reports to the CEO, as determined by the Committee.

2.7 “Exempt Employee” shall mean any employee of the Company who is not subject to the overtime provisions under the federal Fair Labor Standards Act and/or similar state law.

2.8 “Individual Factor” shall mean the percentage rating that the Manager determines for a Plan Period pursuant to Section 4.2(c) below.

2.9 “Manager” shall mean a supervisor of the Participant for the Plan Period. In the case of the CEO, the Committee shall be deemed the Manager.

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2.10 “Multi-Year Performance Bonus Percentage” shall mean the percentage of a Participant’s Base Salary that the Participant is eligible to receive as a Bonus for a Plan Period based on the Participant’s position.

2.11 “Participants” shall mean the Executive Officers and Designated Employees other than those who are participants in any non-equity, variable compensation plan of the Company other than this Plan (or the Executive Annual Cash Bonus Plan), such as variable compensation plans that apply to the Company’s sales employees (each, individually, a “Participant”).

2.12 “Part-Time Employee” shall mean an employee whose salary is adjusted to reflect that the individual is employed by the Company on a reduced schedule averaging fewer than 40 hours per week during the Plan Period.

2.13 “Plan Period” shall mean a series of successive three (3) year periods commencing on or after December 29, 2013. The first Plan Period shall begin on January 1, 2014, and end on December 31, 2016, inclusive.

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

Only the Participants shall be eligible to participate in this Plan.

ARTICLE IV

BONUS AMOUNTS AND PAYMENTS

4.1    CONDITIONS FOR BONUS PAYMENTS.

(a) The Company will pay Bonuses for a Plan Period if, and only if, the Committee has approved the payment of Bonuses for that Plan Period.

(b) A Participant must be an employee of the Company for at least 18 full months of a Plan Period and must be employed by the Company on the last day of the Plan Period to be eligible for a Bonus for that Plan Period.

(c) To encourage continued tenure and continued achievement of individual job performance and Company goals after the end of the Plan Period and through the date Bonuses are actually paid (“Bonus Payout Date”), a Participant must be employed on the last day of the Plan Period and must not voluntarily terminate his or her employment or be discharged as a result of any serious misconduct (e.g., theft, dishonesty, workplace violence, breach of a confidentiality agreement, or conduct in violation of any Company policy) from the last day of the Plan Period through the Bonus Payout Date. If a Participant’s employment is voluntarily ended or the Participant is involuntarily terminated for serious misconduct after the last day of the Plan Period but prior to or on the Bonus Payout Date, the Participant will not receive any Bonus payment under the Plan, will automatically forfeit all rights under the Plan, and will not have any right to a Bonus under the Plan.

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4.2 CALCULATION OF BONUSES. For each Plan Period, each Participant’s Bonus will equal the product of (i) (a) the Participant’s Base Salary multiplied by (b) three, (ii) the Multi-Year Performance Bonus Percentage applicable to the Participant’s position, (iii) the Company Factor, and (iv) the Participant’s Individual Factor. The Target Bonus and each of these factors will be determined in accordance with the following methodology, subject to any modifications or adjustments that the Committee may make, and subject to the pro rata adjustment set forth in Section 4.3 for Participants who were employees for less than the entire Plan Period.

(a) Target Bonus. A Target Bonus percentage of Base Salary will be assigned for each Participant based on the Participant’s position. The Committee may nevertheless in its sole and absolute discretion vary Target Bonus percentages on a case-by-case basis.

(b) Company Factor. The Board will approve the Company’s objectives and assessment criteria for a Plan Period; provided that if the Board intends for the Bonuses payable under the Plan to qualify for the performance-based exemption available under Treas. Reg. §1.162-27(e)(4), the Board will approve the Company’s objectives and assessment criteria for a Plan Period within the first 90 days of the Plan Period. After the end of the Plan Period, the Committee, with the input from the CEO, will evaluate the Company’s performance by taking this information into account, along with any other financial or other Company performance measures that the Committee determines to be relevant, and on the basis of these considerations, the Committee will in its sole and absolute discretion rate the Company’s performance on a percentage scale (which includes 0% as the lowest percentage in the range and may exceed 100%), with that percentage establishing the Company Factor for the Plan Period.

(c) Individual Factor. After the end of the Plan Period, the Manager will determine a Participant’s Individual Factor for the Plan Period on a percentage scale (which includes 0% as the lowest percentage in the range and may exceed 100%), based on the Manager’s discretionary assessment of the Participant’s overall job performance, taking into account a variety of factors, including specific duties or goals assigned to the Participant during the Plan Period; provided that, with respect to any Participant for which the CEO is not the Manager (excluding the CEO as a Participant), the CEO shall have the final authority to modify a Participant’s Individual Factor for a Plan Period; provided further that, with respect to any Participant for which the CEO is the Manager, the Committee shall have the final authority to modify the Participant’s Individual Factor for a Plan Period; and provided further that, with respect to the CEO, the Committee will determine the CEO’s Individual Factor for the Plan Period.

4.3 PRO RATED BONUSES. If an Executive Officer becomes a Participant after a Plan Period begins (for example, because of a promotion or being a new hire), the Committee will adjust the Participant’s Bonus for the Plan Period on a pro rata basis to reflect the number of full weeks of the Plan Period during which the individual was a Participant, provided that the

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Participant was an employee of the Company for at least 18 months during the Plan Period. For example, an employee who becomes a Participant on the date that is 18 months after the first date of a Plan Period would be a Participant for 78 of 156 weeks during such Plan Period, and therefore be eligible for a Bonus equal to 50% of the amount determined pursuant to Section 4.2 above for a similarly-situated employee who is a Participant for the entire Plan Period. In addition, if a Participant is on a leave of absence approved by the Company and is actively at work for at least part of the Plan Period, the Participant will be eligible for a prorated Bonus based on the number of full weeks of the Plan Period during which the Participant was actively working.

4.4 TIME OF PAYMENT. The Company will pay Multi-Year Bonuses for a Plan Period in the calendar year that begins after the end of the Plan Period (or, if later, within two and one-half months after the Participant first becomes vested in the right to receive a Multi-Year Bonus for such Plan Period).

4.5 APPLICABLE TAXES.

(a) Employment Taxes. The Company will reduce all Bonuses by an amount sufficient to pay all applicable Social Security, withholding, and other employment taxes that are payable with respect to the Bonuses.

(b) Income Taxes and Deferred Compensation. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the payment of any Bonus under this Plan (including any taxes arising under Section 409A of the Internal Revenue Code). Neither the Company nor its affiliates nor any of their directors, agents or employees shall have any obligation to indemnify or otherwise hold any Participant harmless from any claims or expenses, including penalties, resulting from the failure to pay or under payment of any or all of such taxes.

ARTICLE V

NO MODIFICATION OF AT-WILL EMPLOYMENT RELATIONSHIP

Nothing in this Plan gives a Participant the right to remain in the employ of the Company. Except to the extent explicitly provided otherwise in a then-effective written employment agreement between the Participant and the Company, each Participant is an at-will employee whose employment may be terminated with or without notice for any reason not prohibited by law.

ARTICLE VI

ADMINISTRATION

The Committee will be responsible for administering the Plan, and shall have the right to construe the Plan, to interpret any provision of the Plan, to make rules and regulations relating to the Plan, and to determine any factual or legal question arising in connection with the Plan’s operation. The Committee may in its discretion make factual determinations based on any investigation or hearing that the Committee may deem appropriate. Any decision made by the Committee under the provisions of this Article shall be final and binding on all parties concerned. The Committee may delegate to the Company’s officers or other employees the authority to execute

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and deliver instruments and documents associated with the Plan, and to take all other steps deemed necessary, advisable or convenient for the administration of this Plan in accordance with its terms and purpose.

ARTICLE VI

AMENDMENT; WAIVER; INTERPRETATION

This Plan has been approved by the Committee and is intended to serve as a framework within which the Board, the Committee and the Company may act with respect to the matters contemplated herein. It is not intended to be a set of legally binding obligations on the Board, the Committee or the Company. The Board or the Committee may amend, waive, suspend or repeal this Plan, or any portion of it, at any time, with or without public notice, as it determines necessary or appropriate. In the event the Board or the Committee approves any action, matter or interpretation that may be deemed to be inconsistent with the terms of this Plan, this Plan shall be deemed automatically amended to comport, in all respects, with such action, matter or interpretation.

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Target Bonus Job Classification ¹ 

Level	Job Classification	Target Bonus
6	Executive Officers, excluding the CEO	50%
7	CEO	100%

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¹Note: This table is not in the actual plan. It’s included here for convenience.

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