0001564590-14-000084 Sample Contracts

PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • January 30th, 2014 • 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 Third 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:

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Third Amended and Restated 2005 Omnibus Stock Plan RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 30th, 2014 • 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 Third 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:

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • January 30th, 2014 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), effective as of September 27, 2013, is entered into by and among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and as Swingline Lender and L/C Issuer, and each of the Lenders signatory hereto. Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement.

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