EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 7th, 2002 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10.13 AMENDED AND RESTATED SEVERANCE AGREEMENT ----------------------------------------Severance Agreement • December 23rd, 1999 • Varian Medical Systems Inc • Special industry machinery, nec • California
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 FacilityVarian Medical Systems Inc • May 17th, 1999 • 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
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 10.8 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------Change in Control Agreement • February 16th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • California
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 ------------------------------------------------Control 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
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 99.2 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
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”).
AGREEMENT AND PLAN OF MERGER by and among SIEMENS HEALTHINEERS HOLDING I GMBH, FALCON SUB INC., VARIAN MEDICAL SYSTEMS, INC. and SIEMENS MEDICAL SOLUTIONS USA, INC. (solely for purposes of Article VIII) Dated as of August 2, 2020Agreement and Plan of Merger • August 3rd, 2020 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2020 (this “Agreement”), is by and among SIEMENS HEALTHINEERS HOLDING I GMBH, a company organized under the laws of Germany (“Parent”), FALCON SUB INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), and SIEMENS MEDICAL SOLUTIONS USA, INC., a Delaware corporation (the “Guarantor”) (solely for purposes of Article VIII).
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
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
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
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...Assignment and Assumption • 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.
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 • 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”).
APPENDIX A US TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONNonqualified Stock Option Agreement • February 24th, 2005 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
VARIAN MEDICAL SYSTEMS, INC. FOURTH AMENDED AND RESTATEDNonqualified Stock Option Agreement • November 15th, 2017 • 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 time-based nonqualified stock option under the Company’s Fourth 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 Time-based Nonqualified Stock Option attached hereto as Appendix A (Officers), 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:
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...Assignment and Assumption • 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.
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.
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”).
EXHIBIT 99.2 VARIAN MEDICAL SYSTEMS, INC. 2005 OMNIBUS STOCK PLAN NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. (the "Company") hereby grants you, [NAME] (the "Director"), a nonqualified stock option under the...Varian Medical Systems Inc • March 4th, 2005 • Electromedical & electrotherapeutic apparatus • California
VARIAN MEDICAL SYSTEMS, INC. Grant Agreement – Deferred Stock UnitsGrant Agreement • May 8th, 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”).
