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 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”).
