0001193125-16-788584 Sample Contracts

CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of the date that the spin-off of Varex Imaging Corporation, a Delaware corporation, (the “Company”) from Varian Medical Systems, Inc. (“Varian”) is completed (the “Effective Date”), by and between the Company1, and , an employee of the Company (“Employee”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●], 2017
Separation and Distribution Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 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.

TRANSITION SERVICES AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●]
Transition Services Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of [●] (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”).

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●]
Employee Matters Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of [●] (this “Agreement”), is by and between Varian Medical Systems, Inc. a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

TAX MATTERS AGREEMENT DATED AS OF [●] BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION
Tax Matters Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 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”).

INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●]
Intellectual Property Matters Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of [●] (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Varian”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

VAREX IMAGING CORPORATION FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , by and between Varex Imaging Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

FORM OF VAREX IMAGING CORPORATION 2017 OMNIBUS STOCK PLAN
Varex Imaging Corp • December 8th, 2016 • Electronic components, nec • Delaware
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF [●]
Trademark License Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This TRADEMARK LICENSE AGREEMENT, dated as of [●] (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Varian”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

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