Common use of Director Compensation Clause in Contracts

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex shall not have any responsibility for any such payments except as otherwise provided in Article VI with respect to deferred compensation. With respect to any Varex non-employee director, Varex shall be responsible for the payment of any fees for service on the Varex Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex shall commence paying quarterly cash retainers to Varex non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (a) if Parent has already paid such quarter’s cash retainers to Parent non-employee directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Varex shall pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to be credited to any such director’s account under the Parent Deferred Compensation Plans), and (b) if Parent has not yet paid such quarter’s cash retainers to Parent non-employee directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall pay Varex an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex UpstreamCo shall not have any responsibility for any such payments except as otherwise provided in Article VI with respect to deferred compensationpayments. With respect to any Varex non-employee directorUpstreamCo Nonemployee Director, Varex UpstreamCo shall be responsible for the payment of any fees for service on the Varex UpstreamCo Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex UpstreamCo shall commence paying quarterly cash retainers to Varex non-employee directors UpstreamCo Nonemployee Directors in respect of the quarter in which the Effective Time occurs; provided that (ai) if Parent has already paid such quarter’s cash retainers to Parent non-employee nonemployee directors prior to the Effective Time, then within thirty (30) 30 days after the Distribution Date, Varex shall UpstreamCo will pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex UpstreamCo after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to be credited to any such director’s account under the Parent UpstreamCo Deferred Compensation PlansFee Plan for Directors), and (bii) if Parent has not yet paid such quarter’s cash retainers to Parent non-employee nonemployee directors prior to the Effective Time, then within thirty (30) 30 days after the Distribution Date, Parent shall will pay Varex UpstreamCo an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex Spinco shall not have any responsibility for any such payments except as otherwise provided in Article VI with respect to deferred compensationpayments. With respect to any Varex non-employee directorSpinco Nonemployee Director, Varex Spinco shall be responsible for the payment of any fees for service on the Varex Spinco Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex Spinco shall commence paying quarterly cash retainers to Varex non-employee directors Spinco Nonemployee Directors in respect of the quarter in which the Effective Time occurs; provided that (ai) if Parent has already paid such quarter’s cash retainers to Parent non-employee nonemployee directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Varex shall Spinco will pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex Spinco after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to be credited to any such director’s account under the Parent Spinco Deferred Compensation PlansFee Plan for Directors), and (bii) if Parent has not yet paid such quarter’s cash retainers to Parent non-employee directors Nonemployee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall will pay Varex Spinco an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex SpinCo shall not have any responsibility for any such payments except as otherwise provided in Article VI with respect to deferred compensation. With respect to any Varex SpinCo non-employee director, Varex SpinCo shall be responsible for the payment of any fees for service on the Varex SpinCo Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex SpinCo shall commence paying quarterly cash retainers to Varex SpinCo non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (a) if Parent has already paid such quarter’s cash retainers to Parent non-employee directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Varex SpinCo shall pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex SpinCo after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to be credited to any such director’s account under the Parent Deferred Compensation PlansPlan), and (b) if Parent has not yet paid such quarter’s cash retainers to Parent non-employee directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall pay Varex SpinCo an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex SpinCo shall not have any responsibility for any such payments payments, except as otherwise provided in Section 4.02 or Article VI with respect to deferred compensationVI. With respect to any Varex SpinCo non-employee director, Varex SpinCo shall be responsible for the payment of any fees for service on the Varex SpinCo Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex SpinCo shall commence paying quarterly cash retainers to Varex SpinCo non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (a) if Parent has already paid such quarter’s cash retainers to Parent nonNon-employee directors Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Varex SpinCo shall pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex SpinCo after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to will be credited to any such director’s account under the Parent SpinCo Directors’ Deferred Compensation Plans), Plan) and (b) if Parent has not yet paid such quarter’s cash retainers to Parent nonNon-employee directors Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall pay Varex SpinCo an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

Director Compensation. Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and Varex SpinCo shall not have any responsibility for any such payments payments, except as otherwise provided in Section 4.02 or Article VI with respect to deferred compensationVI. With respect to any Varex SpinCo non-employee director, Varex SpinCo shall be responsible for the payment of any fees for service on the Varex SpinCo Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments. Notwithstanding the foregoing, Varex SpinCo shall commence paying quarterly cash retainers to Varex SpinCo non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (a) if Parent has already paid such quarter’s cash retainers to Parent nonNon-employee directors Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Varex SpinCo shall pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Varex SpinCo after the Distribution Date (other than any amount that is subject to a deferral election and is credited or to will be credited to any such director’s account under the Parent Xxxx.xxx Deferred Compensation PlansPlan), and (b) if Parent has not yet paid such quarter’s cash retainers to Parent nonNon-employee directors Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall pay Varex SpinCo an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.