VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of certain Officers; Compensatory
Arrangements of certain Officers.

Varian Medical Systems, Inc. (the Company) announced today that
Gary E. Bischoping, Jr. will be appointed as the Companys Chief
Financial Officer effective May 8, 2017. A copy of the press
release announcing this appointment is attached as Exhibit 99.1
hereto.

Mr. Bischoping, 49, has been employed by Dell Technologies for
the last 17 years, most recently as Chief Financial Officer of
its Client Solutions Group where he leads an organization of 200
finance professionals in over 30 countries, supporting a business
of over $35 billion in revenue. Previously Mr. Bischoping served
as Chief Financial Officer of Dells Enterprise Solutions Group
Commercial Business, and Treasurer. Mr. Bischoping has also held
management roles in financial planning and analysis, risk
management and commercial financing at Dell.

On April 3, 2017, Mr. Bischoping entered into an offer letter
with the Company (the Offer Letter), attached hereto as Exhibit
10.1. The summary of the offer letter provided herein is
qualified by reference to the Offer Letter. Under the Offer
Letter, Mr. Bischoping will be employed at-will as Senior Vice
President, Finance and Chief Financial Officer and will receive
an annual base salary of $550,000. He will be eligible to
participate in the Companys Management Incentive Program (MIP) at
a target participation rate of 75% of his base salary, prorated
for his first fiscal year of employment. He will also receive a
one-time employment bonus of $300,000, which is subject to
repayment on a pro-rata basis if his employment with the Company
ends within 2 years of his start date under certain conditions.

Under the Offer Letter, the Company has agreed to recommend to
the Compensation and Management Development Committee of its
Board of Directors that Mr. Bischoping be granted stock options
(the Stock Options) and restricted stock units (RSUs) under the
Companys Fourth Amended and Restated 2005 Omnibus Stock Plan
having a grant date value of $1,200,000 and $800,000,
respectively, and vesting over a three-year period specified in
the Offer Letter. Mr. Bischoping will receive standard
healthcare, life insurance and retirement plan benefits, as well
as certain executive benefits and relocation program benefits. In
the event that Mr. Bischopings employment ends within 25 months
of his start date under certain conditions, all or a portion of
the relocation program benefits will be repayable to the Company
by Mr. Bischoping based on the date of termination of his
employment.

There is no understanding or arrangement between Mr. Bischoping
and any other person or persons with respect to his employment as
Senior Vice President, Finance and Chief Financial Officer, and
there are no family relationships between him and any director or
other executive officer or person nominated or chosen by the
Company to become a director or executive officer. There have
been no transactions, nor are there any currently proposed
transactions, to which the Company was or is to be a participant
in which Mr. Bischoping or any member of his immediate family
had, or will have, a direct or indirect material interest.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
10.1 Offer letter between the Company and Gary Bischoping, dated
March 20, 2017
99.1 Press release, dated April 5, 2017, announcing the
appointment of the Companys Chief Financial Officer


About VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR)

Varian Medical Systems, Inc. is a manufacturer of medical devices and software for treating cancer and other medical conditions. The Company is an also a supplier of X-ray imaging components. It operates through two segments: Oncology Systems and Imaging Components. The Oncology Systems segment designs, manufactures, sells and services hardware and software products for treating cancer with conventional radiation therapy and treatments, and brachytherapy, as well as informatics software for information management, clinical knowledge exchange, patient care management, practice management and decision-making support for cancer clinics, radiotherapy centers and medical oncology practices. The Imaging Components segment designs, manufactures, sells and services X-ray imaging components for use in a range of applications, including radiographic or fluoroscopic imaging, mammography, special procedures, computed tomography, computer-aided diagnostics and industrial applications.

VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) Recent Trading Information

VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) closed its last trading session down -0.21 at 91.03 with 954,741 shares trading hands.

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