{"url_path":"/sec/masi/8-k/2026-06-10/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/937556/0001104659-26-072151-index.html","accession_number":"0001104659-26-072151","cik":"0000937556","ticker":"MASI","issuer_name":"MASIMO CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/937556/0001104659-26-072151-index.html","primary_entity_key":"0000937556","primary_entity_name":"MASIMO CORP"},"word_count":353,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nThe information set forth in the Introductory\nNote and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.\n\n \n\nIn connection with the Merger, as of the Effective\nTime, (i) Catherine Szyman, Michelle Brennan, Quentin Koffey, Wendy Lane, Tim Scannell, and Darlene Solomon each resigned from the board\nof directors of the Company and from any and all committees thereof on which they served and ceased to be directors of the Company, (ii)\nthe director of Merger Sub (Frank McFaden) immediately prior to the Effective Time became the director of the Surviving Corporation, and\n(iii) except as described below each of the officers of the Company immediately prior to the Effective Time continued as the officers\nof the Surviving Corporation.\n\n \n\n \n\n \n\n \n\nOn June 9, 2026, the Company entered into Separation\nand Consulting Agreements (collectively, the “Separation Agreements”) with each of Catherine Szyman, Gregory Meehan,\nand Charles Dadswell (each, an “Executive”). Pursuant to the Separation Agreements, each Executive will resign his\nor her employment with the Company as of the Closing Date. Under the terms of the Separation Agreements, each Executive will provide consulting\nservices to Parent (or its affiliates) for a period of three (3) months following the Closing Date in exchange for a consulting fee determined\nbased on the relevant Executive’s base salary immediately prior to his or her termination, on terms and conditions set forth in\nthe applicable Separation Agreement. In addition, under the Separation Agreements, each Executive remains entitled to receive his or her\nrespective change-in-control severance benefits in connection with his or her termination on the Closing Date in accordance with the terms\nof such Executive’s pre-existing arrangements with the Company.\n\n \n\nThe foregoing summary of the Separation Agreements\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the form of Separation and Consulting\nAgreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}