VAREX IMAGING CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 9, 2020 4.00% Convertible Senior Notes due 2025Indenture • June 9th, 2020 • Varex Imaging Corp • Electronic components, nec • New York
INDENTURE, dated as of June 9, 2020 between Varex Imaging Corporation, a Delaware corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
VAREX IMAGING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • January 30th, 2017 • 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”).
Dealer address]Letter Agreement • June 9th, 2020 • Varex Imaging Corp • Electronic components, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Varex Imaging Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement (as defined below). This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Dealer address]Letter Agreement • June 9th, 2020 • Varex Imaging Corp • Electronic components, nec • New York
To: Varex Imaging Corporation 1678 S. Pioneer Road Salt Lake City, Utah 84104 Attention: Matthew Lowell, Treasurer Telephone No.: (650) 460-8190 Email: matthew.lowell@vareximaging.com
CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] FORM OF CHANGE IN CONTROL AGREEMENTChange 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”).
VAREX IMAGING CORPORATION Grant Agreement - Deferred Stock Units (For grants made after May 25, 2018)Grant Agreement • December 20th, 2019 • Varex Imaging Corp • Electronic components, nec • Utah
GRANT AGREEMENT made effective as of ____________, 20__ (the “Grant Date”) between Varex Imaging Corporation, 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 • Varex Imaging Corp • Electronic components, nec • 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”).
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 • Varex Imaging Corp • Electronic components, nec • 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.
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 • Varex Imaging Corp • Electronic components, nec • 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”).
REVOLVING CREDIT AGREEMENT Dated as of September 30, 2020 among VAREX IMAGING CORPORATION, as Parent Borrower, THE SUBSIDIARIES OF THE PARENT BORROWER NAMED HEREIN, as Subsidiary Borrowers, THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN, as...Revolving Credit Agreement • November 30th, 2020 • Varex Imaging Corp • Electronic components, nec • New York
PAGE ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01 Certain Defined Terms 1 SECTION 1.02 Computation of Time Periods 60 SECTION 1.03 Accounting Terms 60 SECTION 1.04 Exchange Rates; Currency Equivalents. 60 SECTION 1.05 Change of Currency. 61 SECTION 1.06 Times of Day 61 SECTION 1.07 Letter of Credit Amounts. 61 SECTION 1.08 [Reserved]. 61 SECTION 1.09 Divisions. 61 SECTION 1.10 Borrower Representative. 62 SECTION 1.11 Interest Rates. 62 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES 62 SECTION 2.01 The Revolving Credit Advances; Reserves 62 SECTION 2.02 Making the Advances 63 SECTION 2.03 Swing Line Advances. 65 SECTION 2.04 Letters of Credit. 68 SECTION 2.05 Fees 78 SECTION 2.06 Reduction and Increase of the Revolving Credit Commitments; Additional Issuing Banks 78 SECTION 2.07 Repayment of Advances 82 SECTION 2.08 Interest on Advances 82 SECTION 2.09 Interest Rate Determination 83 SECTION 2.10 Prepayments of Advances. 88 SECTION 2.11 Increased Costs 90 SECTION 2.12 Illegali
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 • Varex Imaging Corp • Electronic components, nec • 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”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Intellectual Property Matters Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS 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”).
VAREX IMAGING CORPORATION 2020 OMNIBUS STOCK PLANRestricted Stock Unit Agreement • February 18th, 2020 • Varex Imaging Corp • Electronic components, nec • Delaware
VAREX IMAGING CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 21st, 2020 • Varex Imaging Corp • Electronic components, nec • Delaware
Varex Imaging Corporation (the “Company”) hereby awards to the designated employee (the “Employee”), Restricted Stock Units under the Company’s 2020 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), which includes the Country-Specific Addendum, of the Employee’s Clawback Agreement, and of the Plan, the principal features of this award are as follows:
VAREX IMAGING CORPORATION FORM OF INDEMNIFICATION AGREEMENTForm 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”).
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 • Varex Imaging Corp • Electronic components, nec • 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”).
MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and VARIAN MEDICAL SYSTEMS, INC. December 21, 2016Master Purchase and Sale Agreement • December 30th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware
This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of December 21, 2016 by and between PerkinElmer, Inc., a Massachusetts corporation (“PKI”) and Varian Medical Systems, Inc., a Delaware corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”
VAREX IMAGING CORPORATION 2020 OMNIBUS STOCK PLAN, AS AMENDED AND RESTATEDVarex Imaging Corp • February 16th, 2024 • Electronic components, nec • Delaware
CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 18th, 2022 • Varex Imaging Corp • Electronic components, nec • Delaware
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of [Date] (the “Effective Date”), by and between Varex Imaging Corporation, a Delaware corporation (the “Company”)1, and [Employee], an employee of the Company or one of its subsidiaries (“Employee”). [This Agreement replaces and supersedes any prior change in control agreement entered into by and between the Company and Employee.]
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 26, 2024 among VAREX IMAGING CORPORATION, as the Parent Borrower, CERTAIN SUBSIDIARIES OF PARENT BORROWER IDENTIFIED HEREIN, as the Borrowers and Guarantors, as applicable, THE OTHER LOAN...Revolving Credit and Guaranty Agreement • March 27th, 2024 • Varex Imaging Corp • Electronic components, nec • Utah
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 26, 2024 (this “Agreement”), is entered into by and among VAREX IMAGING CORPORATION, a Delaware corporation (the “Parent Borrower”), VAREX IMAGING WEST, LLC, a Delaware limited liability company (together with the Parent Borrower, collectively, the “U.S. Borrowers” and each, individually, a “U.S. Borrower”), VAREX IMAGING DEUTSCHLAND AG, a German stock corporation with registered address at Otto-Brenner-Straße 10, 47877 Willich, commercial register (Handelsregister) of the local court (Amtsgericht) of Krefeld, registration number HRB 15977 (the “German Borrower” and, together with the U.S. Borrowers, collectively, the “Borrowers” and each, individually, a “Borrower”), the other Loan Parties from time to time party hereto, the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto, and ZIONS BANCORPORATION, N.A. DBA ZIONS FIRST NATIONAL BANK (including its Affiliates, divisions and branches
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2018 • Varex Imaging Corp • Electronic components, nec • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2018, is made between Varex Imaging Corporation (the “Borrower”), certain of the Borrower’s subsidiaries listed on the signature pages hereof under the heading “GUARANTORS” (each a “Guarantor”, and, collectively, the “Guarantors”), the Lenders listed on the signature pages hereof under the heading “LENDERS”, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 12th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 27, 2017 (this “Agreement”), by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (“Assignor”), and VAREX IMAGING CORPORATION, a Delaware corporation (“Assignee”). This Agreement shall be effective as of January 27, 2017 (the “Assignment Effective Time”).
AMENDMENT No. 2 to Master Purchase and Sale AgreementPurchase and Sale Agreement • May 12th, 2017 • Varex Imaging Corp • Electronic components, nec
This Amendment No. 2 to Master Purchase and Sale Agreement (this “Amendment No. 2”) is made and entered into as of April 28, 2017, by and between: PerkinElmer, Inc., a Massachusetts corporation (“PKI”); and Varex Imaging Corporation, a Delaware corporation (“Varex”), and amends that certain Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PKI and Varian Medical Systems, Inc. (“Varian”), as amended on January 17, 2017 and assigned to Varex pursuant to that certain Assignment and Assumption Agreement, dated January 27, 2017, by and between Varian and Varex (the “MPSA”).
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • January 10th, 2023 • Varex Imaging Corp • Electronic components, nec • California
This Transition and Release Agreement (“Agreement”) is made and entered into between Brian Giambattista (“Employee”) and Varex Imaging Corporation (“Varex” or the “Company”) (collectively the “Parties,” and one of the Parties a “Party”) on January 10, 2023 (the “Effective Date”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • June 4th, 2020 • Varex Imaging Corp • Electronic components, nec • New York
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”), dated as of June 3, 2020, is made between Varex Imaging Corporation (the “Borrower”), certain of the Borrower’s subsidiaries listed on the signature pages hereof under the heading “GUARANTORS” (each a “Guarantor”, and, collectively, the “Guarantors”), the Lenders listed on the signature pages hereof under the heading “LENDERS”, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
LIBOR TRANSITION AMENDMENTLibor Transition Amendment • May 4th, 2022 • Varex Imaging Corp • Electronic components, nec
THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of March 9, 2022 (the “Amendment Effective Date”), is entered into among Varex Imaging Corporation, a Delaware corporation (the “Parent Borrower”), Varex Imaging West, LLC, a Delaware limited liability company (together with the Parent Borrower, collectively, the “U.S. Borrowers” and each, individually, a “U.S. Borrower”), Varex Imaging Deutschland AG, a German stock corporation (the “German Borrower” and, together with the U.S. Borrowers, collectively, the “Borrowers” and each, individually, a “Borrower”), the other Loan Parties party hereto, the Lenders, Issuing Banks and Swing Line Lender party hereto and BANK OF AMERICA, N.A., as administrative agent and collateral agent (the “Agent”).
WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 7th, 2018 • Varex Imaging Corp • Electronic components, nec • New York
THIS WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 22, 2017, is made between Varex Imaging Corporation (the “Borrower”), certain of the Borrower’s subsidiaries listed on the signature pages hereof under the heading “GUARANTORS” (each a “Guarantor”, and, collectively, the “Guarantors”), the lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
VAREX IMAGING CORPORATION 2017 OMNIBUS STOCK PLANVarex Imaging Corp • January 27th, 2017 • Electronic components, nec • Delaware
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • March 30th, 2020 • Varex Imaging Corp • Electronic components, nec • New York
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 26, 2020, is made between Varex Imaging Corporation (the “Borrower”), certain of the Borrower’s subsidiaries listed on the signature pages hereof under the heading “GUARANTORS” (each a “Guarantor”, and, collectively, the “Guarantors”), the Lenders listed on the signature pages hereof under the heading “LENDERS”, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FORM OF VAREX IMAGING CORPORATION 2017 OMNIBUS STOCK PLANVarex Imaging Corp • December 8th, 2016 • Electronic components, nec • Delaware
VAREX IMAGING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 16th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware
This option must be exercised using a cashless method of exercise, whereby a portion of the exercised Shares with a Fair Market Value equal to the purchase price of the exercised Shares, any Tax Related Items (as defined in Appendix A) and any brokers’ fees are immediately sold and the remaining Shares are then remitted to the Employee.
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”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 16th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware
Varex Imaging Corporation (the “Company”) hereby awards to the designated employee (“Employee”), Restricted Stock Units under the Company’s 2017 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), which includes the Country-Specific Addendum, and of the Plan, the principal features of this award are as follows:
TRANSITION AGREEMENTTransition Agreement • May 13th, 2020 • Varex Imaging Corp • Electronic components, nec • Utah
This Transition Agreement (“Agreement”) is made and entered into between Clarence Verhoef (“Mr. Verhoef”) and Varex Imaging Corporation (“Varex” or the “Company”).
CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 30th, 2017 • 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”).
