AMENDED AND RESTATED DISTRIBUTION AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as of January 14, 1999Distribution Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
EXHIBIT 10.13 AMENDED AND RESTATED SEVERANCE AGREEMENT ----------------------------------------Severance Agreement • December 23rd, 1999 • Varian Medical Systems Inc • Special industry machinery, nec • California
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 11th, 2000 • Varian Medical Systems Inc • Special industry machinery, nec • California
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT dated as of May 7, 1997 by and between VARIAN ASSOCIATES, INC., a Delaware corporationAsset Purchase Agreement • July 7th, 1997 • Varian Associates Inc /De/ • Special industry machinery, nec • California
EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • November 23rd, 1998 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 22nd, 2002 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
FORM OF CHANGE IN CONTROL AGREEMENT FOR RICHARD A. AURELIO, ALLEN J. LAUER AND RICHARD M. LEVY AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------Change in Control Agreement • February 16th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • California
Exhibit 99.2 VARIAN MEDICAL SYSTEMS, INC. 2005 OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. (the "Company") hereby grants you, <> <> (the "Employee"), a nonqualified stock option under the Company's 2005 Omnibus...Nonqualified Stock Option Agreement • November 23rd, 2005 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 7th, 2002 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 25th, 2019 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 3, 2018, among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.13 -------------- SEVERANCE AGREEMENT -------------------Severance Agreement • February 16th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • California
EXHIBIT 99.3 TAX SHARING AGREEMENTTax Sharing Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
EXHIBIT 10.12 ------------- SEVERANCE AGREEMENT -------------------Severance Agreement • February 16th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • California
CREDIT AGREEMENT Dated as of April 27, 2012 among VARIAN MEDICAL SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • August 7th, 2012 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 27, 2012, among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 99.2 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
Exhibit 10.3 FORM OF INDEMNITY AGREEMENT --------------------------- This Agreement made and entered into this ____ day of ______, 1999, by and between Varian Medical Systems, Inc., a Delaware corporation (the "Company"), and ___________________...Indemnification Agreement • May 17th, 1999 • Varian Medical Systems Inc • Special industry machinery, nec
12,500,000 7.15% Series A Senior Notes due April 2, 2010 $25,000,000 6.70% Series B Senior Notes due April 30, 2014 $21,000,000 6.76% Series C Senior Notes due April 2, 2011 and $50,000,000 Private Shelf FacilityNote Purchase and Private Shelf Agreement • May 17th, 1999 • Varian Medical Systems Inc • Special industry machinery, nec • California
CREDIT AGREEMENT Dated as of April 27, 2012 among VARIAN MEDICAL SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • December 18th, 2012 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 27, 2012, among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CHANGE IN CONTROL AGREEMENT FOR KEY EMPLOYEES CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 11th, 2006 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”)1, and , an employee of the Company or one of its subsidiaries (“Employee”).
EMPLOYEE BENEFITS ALLOCATION AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as ofEmployee Benefits Allocation Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
CHANGE IN CONTROL AGREEMENT FOR KEY EMPLOYEESChange in Control Agreement • November 25th, 2015 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of __________, by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), and ______________, an employee of the Company or one of its subsidiaries (“Employee”).
CREDIT AGREEMENT Dated as of April 3, 2018 among VARIAN MEDICAL SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • April 4th, 2018 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.7 CHANGE IN CONTROL AGREEMENT SENIOR EXECUTIVES (Chief Financial Officer and General Counsel) SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------------- THIS SECOND AMENDED AND RESTATED...Change in Control Agreement • December 23rd, 1999 • Varian Medical Systems Inc • Special industry machinery, nec • California
APPENDIX A US TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONNonqualified Stock Option Agreement • February 24th, 2005 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Separation and Distribution Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • November 26th, 2018 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
Varian Medical Systems, Inc. (the “Company”) hereby awards to the designated employee (“Employee”), Performance Units under the Company’s Fifth Amended and Restated 2005 Omnibus Stock Plan (the “Plan”). The Performance Units awarded under this Performance Unit Agreement (the "Agreement") consist of the right to receive shares of common stock of the Company (“Shares”). The Grant Date is the date of this Agreement (the “Grant Date”). Subject to the provisions of Appendix A of this Agreement ("Appendix A") (attached) and of the Plan, the principal features of this award are as follows:
VARIAN MEDICAL SYSTEMS, INC. Grant Agreement – Deferred Stock UnitsGrant Agreement – Deferred Stock Units • November 21st, 2012 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
GRANT AGREEMENT made as of , 20 (the “Grant Date”) between Varian Medical Systems, Inc., a Delaware corporation (the “Company”), and (the “Director”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Transition Services Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”).
Fourth Amended and Restated 2005 Omnibus Stock Plan RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 15th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
Varian Medical Systems, Inc. (the “Company”) hereby awards to the designated employee (“Employee”), Restricted Stock Units under the Company’s Fourth Amended and Restated 2005 Omnibus Stock Plan (the “Plan”). The Restricted Stock Units awarded under this Restricted Stock Unit Agreement (the "Agreement") consist of the right to receive shares of common stock of the Company (“Shares”). The Grant Date is the date of this Agreement (the “Grant Date”). Subject to the provisions of Appendix A of this Agreement ("Appendix A") (attached) and of the Plan, the principal features of this award are as follows:
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Employee Matters Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc. a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).
LOAN AND SECURITY AGREEMENT (PROJECT LOAN)Loan and Security Agreement • August 18th, 2016 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
THIS LOAN AND SECURITY AGREEMENT (PROJECT LOAN) (the “Agreement”) dated as of this 15th day of July, 2015, is by and among MM PROTON I, LLC, a Delaware limited liability company (“Borrower”), having its address at 50 Chestnut Street, Needham, MA 02492, JPMORGAN CHASE BANK, N.A., (“JPMorgan”) in its capacity as Administrative Agent (as hereinafter defined) and Collateral Agent (as hereinafter defined), having its address at 383 Madison Avenue, New York, NY 10179, and each party (each, a “Lender”) identified and having its address at the location shown on Schedule 1.01 hereto.
VARIAN MEDICAL SYSTEMS, INC. THIRD AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 12th, 2015 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
Varian Medical Systems, Inc. (the “Company”) hereby grants the employee (“Employee”) named on the Summary of Grant Award (the “Grant Summary”), a nonqualified stock option under the Company’s Third Amended and Restated 2005 Omnibus Stock Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”) from the date of this Agreement (the “Grant Date”) and expiring on the Expiration. The maximum number of Shares purchasable pursuant to this option (“Shares Granted”), the purchase price per Share and the option expiration date (the “Expiration Date”) are stated on the Grant Summary.* However, as provided in the Terms and Conditions of 2005 Omnibus Stock Plan Nonqualified Stock Option attached hereto as Appendix A (US), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Trademark License Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This TRADEMARK LICENSE AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Varian”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).
TAX MATTERS AGREEMENT DATED AS OF JANUARY 27, 2017 BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATIONTax Matters Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of January 27, 2017, by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each a “Company”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 3rd, 2020 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of August 1, 2020, by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”)1, and Dow R. Wilson, an employee of the Company or one of its subsidiaries (“Employee”).
