Varian Medical Systems Inc Sample Contracts

EXHIBIT 2 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 11th, 2000 • Varian Medical Systems Inc • Special industry machinery, nec • California
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1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT dated as of May 7, 1997 by and between VARIAN ASSOCIATES, INC., a Delaware corporation
Asset Purchase Agreement • July 7th, 1997 • Varian Associates Inc /De/ • Special industry machinery, nec • California
THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights 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
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit 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 AGREEMENT
Rights Agreement • January 22nd, 2002 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 99.3 TAX SHARING AGREEMENT
Tax Sharing Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
EXHIBIT 99.2 INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
CHANGE IN CONTROL AGREEMENT FOR KEY EMPLOYEES CHANGE IN CONTROL AGREEMENT
Change 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, 2020
Agreement 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 EMPLOYEES
Change 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”).

EMPLOYEE BENEFITS ALLOCATION AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as of
Employee Benefits Allocation Agreement • April 19th, 1999 • Varian Associates Inc /De/ • Special industry machinery, nec • Delaware
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.

PERFORMANCE UNIT AGREEMENT
Performance 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 Units
Grant 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 OPTION
Nonqualified Stock Option Agreement • February 24th, 2005 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California
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VARIAN MEDICAL SYSTEMS, INC. FOURTH AMENDED AND RESTATED
Nonqualified 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.

Fourth Amended and Restated 2005 Omnibus Stock Plan RESTRICTED STOCK UNIT AGREEMENT
Restricted 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:

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.

CHANGE IN CONTROL AGREEMENT
Change 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”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Transition 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”).

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Separation 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.

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Employee 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”).

VARIAN MEDICAL SYSTEMS, INC. Grant Agreement – Deferred Stock Units
Grant 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”).

TAX MATTERS AGREEMENT DATED AS OF JANUARY 27, 2017 BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION
Tax 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”).

INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Intellectual Property Matters Agreement • January 30th, 2017 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • 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”).

VARIAN MEDICAL SYSTEMS, INC. Fifth Amended and Restated 2005 Omnibus Stock Plan RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 25th, 2020 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California

Varian Medical Systems, Inc. (the “Company”) hereby awards to the designated employee (“Employee”) named on the Summary of Grant Award* (the “Grant Summary”) Restricted Stock Units under the Company’s Fifth 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:

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (BUILDING LOAN)
Loan and Security Agreement • August 18th, 2016 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus
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