VAR 10-K Annual Report Sept. 29, 2017 | Alphaminr
VARIAN MEDICAL SYSTEMS INC
ALPHAMINR

VAR 10-K Fiscal year ended Sept. 29, 2017

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VARIAN MEDICAL SYSTEMS INC
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 2, "discontinued Operations"Note 17, "segment Information"Note 16, "vpt Loans and Securities"Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsNote 9, "commitments and Contingencies"Item 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesNote 7, "borrowings"Item 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 10, "retirement Plans"Note 4, "fair Value"Note 14, "taxes on Earnings"Note 11, "stockholders' Equity and Noncontrolling Interests"Item 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataNote 8, "derivative Instruments and Hedging Activities"Note 5, "receivables"Note 1, "summary Of Significant Accounting Policies"Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersNote 12, "employee Stock Plans"Item 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.2 Separation and Distribution Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 2.1 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 3.1 Registrants Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit No.3.1 to the Registrants Form 8-K Current Report filed as of August 18, 2014, File No. 1-7598). 3.2 Registrants By-Laws, as amended, effective November 18, 2016 (incorporated by reference to Exhibit No. 3.1 to the Registrants Form 8-K Current Report filed as of November 21, 2016, File No. 1-7598). 10.2 Form of Registrants Change in Control Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.3 Form of Registrants Change in Control Agreement for Senior Executives (Chief Financial Officer and General Counsel) (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.4 Form of Registrants Change in Control Agreement for Senior Executives (other than the Chief Executive Officer, the Chief Financial Officer, and the General Counsel) (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.5 Form of Registrants Change in Control Agreement for Key Employees (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.11 Registrants Amended and Restated 2005 Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.2 of the Registrants Form 10-Q Quarterly Report for the quarter ended January 2, 2009, File No. 1-7598). 10.12 Registrants Management Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.14 Registrants 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report for the quarter ended April 2, 2010, File No. 1-7598). 10.16 Registrants Second Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report for the quarter ended March30, 2007, File No. 1-7598). 10.17 Amendment No. 3 to the Registrants Second Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.4 to the Registrants Form 10-Q Quarterly Report for the quarter ended April 3, 2009, File No. 1-7598). 10.18 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Second Amended and Restated 2005 Omnibus Stock Plan (effective for nonqualified stock option awards) (incorporated by reference to Exhibit No. 10.22 to the Registrants Form 10-K Annual Report for the fiscal year ended September 28, 2007, File No. 1-7598). 10.19 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Second Amended and Restated 2005 Omnibus Stock Plan (effective for nonqualified stock option awards granted to executive officers) (incorporated by reference to Exhibit No. 10.23 to the Registrants Form 10-K Annual Report for the fiscal year ended September 28, 2007, File No. 1-7598). 10.20 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Second Amended and Restated 2005 Omnibus Stock Plan (effective for nonqualified stock option awards granted to non-employee directors) (incorporated by reference to Exhibit No. 10.24 to the Registrants Form 10-K Annual Report for the fiscal year ended September 28, 2007, File No. 1-7598). 10.21 Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.22 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.23 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for nonqualified stock option awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.24 Form of Registrants Non-Employee Director Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Option Plan (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.25 Form of Registrants Non-Employee Director Nonqualified Stock Option Agreement (for use in Singapore) under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit 10.4 of the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.26 Form of Registrants Non-Employee Director Nonqualified Stock Option Agreement (for use outside of U.S. except for Singapore) under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.26 to the Registrants Form 10-K Annual Report for the year ended September 28, 2012, File No. 1-7598). 10.27 Form of Registrants Restricted Stock Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.5 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.28 Form of Registrants Restricted Stock Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for restricted stock unit awards granted to executive officers on or after October 1, 2013 and prior to November 9, 2015) (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 10-Q Quarterly Report for the quarter ended December 27, 2013, File No. 1-7598). 10.29 Form of Registrants Restricted Stock Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for restricted stock unit awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.30 Form of Registrants Performance Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit 10.30 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.31 Form of Registrants Performance Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for performance unit awards granted to executive officers on or after October 1, 2013 and prior to November 9, 2015)(incorporated by reference to Exhibit 10.31 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.32 Form of Registrants Performance Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for performance unit awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.33 Form of Registrants Grant Agreement for Deferred Stock Units under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.7 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.34 Form of Registrants Non-Employee Grant Agreement for Deferred Stock Units (for use in Singapore) under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit 10.8 of the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.35 Form of Registrants Non-Employee Grant Agreement for Deferred Stock Units (for use outside of U.S. except for Singapore) under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.31 to the Registrants Form 10-K Annual Report for the year ended September 28, 2012, File No. 1-7598). 10.36 Credit Agreement, dated as of September 1, 2017, among the Registrant, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and each lender from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed September 5, 2017, File No. 1-7598). 10.37 Loan and Security Agreement between California Proton Treatment Center, LLC, ORIX Capital Markets, LLC, ORIX Capital Markets, LLC, and Varian Medical Systems International AG, dated September 30, 2011 (incorporated by reference to Exhibit No. 10.44 to the Registrants Form 10-K Annual Report for the fiscal year ended September 30, 2011, File No. 1-7598). 10.38 First Amendment to Loan and Security Agreement and Other Loan Documents among ORIX Capital Markets, LLC, California Proton Treatment Center, LLC and Jeffrey L. Bordox and James Thomson, dated as of October 25, 2013 (incorporated by reference to Exhibit 10.39 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.39 Second Amendment to Loan and Security Agreement and Other Loan Documents among ORIX Capital Markets, LLC, ORIX Capital Markets, LLC, and Varian Medical Systems International AG, dated as of June 10, 2014 (incorporated by reference to Exhibit 10.40 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.40 Third Amendment to Loan and Security Agreement and Other Loan Documents And Amendment to Fee Deed of Trust and Leasehold Deed of Trust among ORIX Capital Markets, LLC, ORIX Capital Markets, LLC, Varian Medical Systems International AG, and JP Morgan Chase Bank, N.A., dated as of November 6, 2015 (incorporated by reference to Exhibit 10.41 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.41 Revenue Sharing Agreement between ORIX Proton San Diego, LLC and Varian Medical Systems International AG, dated September 30, 2011 (incorporated by reference to Exhibit No. 10.45 to the Registrants Form 10-K Annual Report for the fiscal year ended September 30, 2011, File No. 1-7598). 10.42++ Loan and Security Agreement (Building Loan) dated as of July 15, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent; and the Lenders referenced therein. Lenders includes the Registrant (incorporated by reference to Exhibit 10.43 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). 10.43++ First Amendment to Loan and Security Agreement (Building Loan) dated as of August 5, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent; and the Lenders referenced therein. Lenders includes the Registrant (incorporated by reference to Exhibit 10.44 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). 10.44++ Loan and Security Agreement (Project Loan) dated as of July 15, 2015 by and among MM PROTON I, LLC, a Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders referenced therein (incorporated by reference to Exhibit 10.45 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). Lenders includes the Registrant. 10.45++ Amendment No. One to Loan and Security Agreement (Project Loan) dated as of July 31, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders referenced therein. (incorporated by reference to Exhibit 10.46 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). Lenders includes the Registrant. 10.46 Assignment and Assumption Agreement, dated June 27, 2016, between Varian Medical Systems International AG, Deutsche Bank AG, London Branch and JPMorgan Chase Bank, N.A., as administrative agent under the Loan and Security Agreement (Project Loan), dated July 15, 2015, among MM Proton I, LLC, the lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q Quarterly Report for the quarter ended July 1, 2016, File No. 1-7598). 10.47 Varex Imaging Corporation 2016 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed as of October 4, 2016, File No. 1-7598). 10.48 Transition Services Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.49 Tax Matters Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.50 Employee Matters Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.51 Intellectual Property Matters Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.4 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.52 Trademark License Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.5 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.54 Offer Letter between the Company and Gary Bischoping, dated March 20, 2017 (incorporated by reference to Exhibit 10.1 to the Registrants From 8-K Current Report filed as of April 5, 2017, File No. 1-07598). 21* List of Subsidiaries as of November 27, 2017. 23* Consent of Independent Registered Public Accounting Firm. 31.1* Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act. 31.2* Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act. 32.1* Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. 32.2* Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.