VAR 10-K Annual Report Oct. 2, 2020 | Alphaminr

Effective Date August 11, 2021

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VARIAN MEDICAL SYSTEMS INC

10-Ks and 10-Qs

10-Q	Quarter ended Jan. 1, 2021
10-K	Fiscal year ended Oct. 2, 2020
10-Q	Quarter ended July 3, 2020
10-Q	Quarter ended April 3, 2020
10-Q	Quarter ended Jan. 3, 2020
10-K	Fiscal year ended Sept. 27, 2019
10-Q	Quarter ended June 28, 2019
10-Q	Quarter ended March 29, 2019
10-Q	Quarter ended Dec. 28, 2018
10-K	Fiscal year ended Sept. 28, 2018
10-Q	Quarter ended June 29, 2018
10-Q	Quarter ended March 30, 2018
10-Q	Quarter ended Dec. 29, 2017
10-K	Fiscal year ended Sept. 29, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-Q	Quarter ended Dec. 30, 2016
10-K	Fiscal year ended Sept. 30, 2016
10-Q	Quarter ended July 1, 2016
10-Q	Quarter ended April 1, 2016
10-Q	Quarter ended Jan. 1, 2016
10-K	Fiscal year ended Oct. 2, 2015
10-Q	Quarter ended July 3, 2015
10-Q	Quarter ended April 3, 2015
10-Q	Quarter ended Jan. 2, 2015
10-K	Fiscal year ended Sept. 26, 2014
10-Q	Quarter ended June 27, 2014
10-Q	Quarter ended March 28, 2014
10-Q	Quarter ended Dec. 27, 2013
10-K	Fiscal year ended Sept. 27, 2013
10-Q	Quarter ended June 28, 2013
10-Q	Quarter ended March 29, 2013
10-Q	Quarter ended Dec. 28, 2012
10-K	Fiscal year ended Sept. 28, 2012
10-Q	Quarter ended June 29, 2012
10-Q	Quarter ended March 30, 2012
10-Q	Quarter ended Dec. 30, 2011
10-K	Fiscal year ended Sept. 30, 2011
10-Q	Quarter ended July 1, 2011
10-Q	Quarter ended April 1, 2011
10-Q	Quarter ended Dec. 31, 2010
10-K	Fiscal year ended Oct. 1, 2010
10-Q	Quarter ended July 2, 2010
10-Q	Quarter ended April 2, 2010
10-Q	Quarter ended Jan. 1, 2010

PROXIES

DEF 14A	Filed on Dec. 20, 2019
DEF 14A	Filed on Dec. 21, 2018
DEF 14A	Filed on Dec. 29, 2017
DEF 14A	Filed on Dec. 30, 2016
DEF 14A	Filed on Dec. 30, 2015
DEF 14A	Filed on Dec. 30, 2014
DEF 14A	Filed on Jan. 6, 2014
DEF 14A	Filed on Dec. 28, 2012
DEF 14A	Filed on Dec. 28, 2011
DEF 14A	Filed on Dec. 29, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risks Item 8. Financial Statements and Supplementary Data Note 9, "commitments and Contingencies,"Note 15, "proton Solutions Loans and Investment," For More Information About The Available-for-sale Securities Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.2 Separation and Distribution Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 2.1 to the Registrant's Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 2.3 Agreement and Plan of Merger by and among Siemens Healthineers Holding I GmbH, Falcon Sub Inc., Varian Medical Systems, Inc. and, with respect to certain provisions, Siemens Medical Solutions USA, Inc., dated as of August 2, 2020(incorporated by reference to Exhibit No. 2.1 to the Registrant's Form 8-K Current Report filed as ofAugust3, 2020, File No. 1-7598). 2.4 Letter of Support between Siemens Healthineers AG and Varian Medical Systems, Inc., dated August 2, 2020(incorporated by reference to Exhibit No. 2.2to the Registrant's Form 8-K Current Report filed as of August 3, 2020, 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 September 1, 2018 (incorporated by reference to Exhibit No. 3.1 to the Registrants Form 8-K Current Report filed as of August 21, 2018, File No. 1-7598). 3.3 Registrants Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit No. 3.1 to the Registrants Form 8-K Current Report filed as of March 3, 2020, File No. 1-7598) 4.2 Form of Senior Indenture, between Registrant and one or more trustees to be named (incorporated by reference to Exhibit No. 4.2 to the Registrant's Form S-3, File No. 333-221763). 4.3 Form of Subordinated Indenture, between Registrant and one or more trustees to be named (incorporated by reference to Exhibit No. 4.3 to the Registrant's Form-3, File No. 333-221763). 4.4 Description of Securities Registered Under Section 12 of the Exchange Act. 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). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 10.14 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). 10.15 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). 10.16 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). 10.17 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). 10.18 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). 10.19 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). 10.20 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). 10.21++ 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). 10.22++ 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). 10.23++ 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. 10.24++ 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. 10.25 Transition Services Agreement, dated as of January 27, 2017, by and between Registrant 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). 10.26 Tax Matters Agreement, dated as of January 27, 2017, by and between Registrant 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). 10.27 Employee Matters Agreement, dated as of January 27, 2017, by and between Registrant 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). 10.28 Intellectual Property Matters Agreement, dated as of January 27, 2017, by and between Registrant 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). 10.29 Trademark License Agreement, dated as of January 27, 2017, by and between Registrant 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). 10.31 Offer Letter between Registrant 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). 10.32 Form of Registrants Performance-based Nonqualified Stock Option Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.1 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.33 Form of Registrants Time-based Nonqualified Stock Option Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.2 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.34 Form of Registrants Restricted Stock Unit Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.3 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.35 Form of Registrants Performance Unit Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.4 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.36 Credit Agreement, dated as of April 3, 2018, among 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 No. 10.1 to the Registrants Form 8-K Current Report filed as of April 4, 2018, File No. 1-7598). 10.38 Form of Registrants Time-based Nonqualified Stock Option Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan. 10.39 Form of Registrants Time Based Restricted Stock Unit Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan(effectivefor grants made prior to August 21, 2020). 10.40 Form of Registrant Performance Units Agreement under the Registrant's Fifth Amended and Restated 2005 Omnibus Stock Plan 10.41 Amendment No.2 to Credit Agreement, dated November 1, 2019, by and among 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 10.41 to the Registrant's Form 10-K filed as of November 25, 2019, File No. 1-7598). 10.42 Form of Registrants Non-Employee Director Restricted Stock Unit Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan(incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report filed as of February 11, 2020, File No. 1-7598). 10.43 Executive Separation Agreement by and between Registrant and John Kuo dated April 22, 2020(incorporated by reference to Exhibit No.10.1to the Registrant's Form 10-Q Quarterly Report filed as of August 11,2020, File No. 1-7598). 10.44 Change in Control Agreement between Varian Medical Systems, Inc. and Dow R. Wilson, effective as of August 1, 2020(incorporated by reference to Exhibit No.10.1 to the Registrant's Form 8-K Current Report filed as of August 3, 2020, File No. 1-7598). 10.45 Change in Control Agreement between Varian Medical Systems, Inc. and J. Michael Bruff, effective as ofAugust 1, 2020(incorporated by reference to Exhibit No.10.2to the Registrant's Form 8-K Current Report filed as of August 3, 2020, File No. 1-7598). 10.46 Change in Control Agreement between Varian Medical Systems, Inc. and Kolleen T. Kennedy, effective as of August 1, 2020(incorporated by reference to Exhibit10.3to the Registrant's Form 8-K Current Report filed as of August 3, 2020, File No. 1-7598). 10.47 Change in Control Agreement between Varian Medical Systems, Inc. and Christopher A. Toth, effective as of August 1, 2020(incorporated by reference to Exhibit No.10.4to the Registrant's Form 8-K Current Report filed as of August 3, 2020, File No. 1-7598). 10.48* Form of Registrants Time Based Restricted Stock Unit Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan (effective for grants made on and after August 21, 2020). 21* List of Subsidiaries as of November5, 2020 23* Consent of Independent RegisteredPublicAccounting 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.

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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