Exhibit 10.2


 





VAREX IMAGING
CORPORATION


2017 Omnibus Stock Plan


 


RESTRICTED
STOCK UNIT AGREEMENT


 


Varex Imaging Corporation
(the “Company”) hereby awards to the designated employee (“Employee”), Restricted Stock Units under the
Company’s 2017 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), which includes the Country-Specific Addendum, and of the Plan, the principal features of this
award are as follows:


 





 





	Total Number of Restricted Stock Units:	[INSERT NUMBER]







 





	Scheduled Vesting Dates:	Number of Restricted Stock Units
	 	 
	[INSERT
    VESTING DATE(S)]	[INSERT NUMBER OF

RESTRICTED STOCK

UNITS VESTING ON

EACH VESTING DATE]







 


Your acceptance of
this award indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in
Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Restricted Stock Units
covered by this award is contained in Paragraphs 2 through 4 of Appendix A.


 


PLEASE BE SURE TO
READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. YOU CAN REQUEST A COPY OF THE PLAN
BY CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN SALT LAKE CITY, UTAH. TO THE EXTENT ANY CAPITALIZED TERMS USED IN APPENDIX
A ARE NOT DEFINED HEREIN, THEY WILL HAVE THE MEANING ASCRIBED TO THEM IN THE PLAN.


 


 





	VAREX IMAGING CORPORATION	 	EMPLOYEE
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	Title:	 	[NAME]




 


 






     
 


     


    

 


APPENDIX A


 


TERMS AND CONDITIONS OF
RESTRICTED STOCK UNITS


 


1.                  Award.
The Company hereby awards to the Employee under the Plan as a separate incentive in connection with his or her employment,
and not in lieu of any salary or other compensation for his or her services, an award of [INSERT NUMBER] Restricted Stock
Units on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan.


 


2.                 
Vesting Schedule. Except as provided in Paragraphs 3 and 5, the Restricted Stock Units subject to this Agreement
shall vest as to [INSERT VESTING SCHEDULE]. Restricted Stock Units shall not vest in accordance with any of the provisions of Paragraph
2 if the Employee has had a Termination of Service prior to the applicable Vesting Date.


 


3.                 
Committee Discretion. The Committee, in its absolute discretion, may accelerate the vesting of the balance,
or some lesser portion of the balance, of the unvested Restricted Stock Units at any time. If so accelerated, such Restricted Stock
Units shall be considered as having vested as of the date specified by the Committee.


 


4.                 
Forfeiture. Except as provided in Paragraphs 2, 3, and 5 and notwithstanding any contrary provision of this
Agreement, the balance of the Restricted Stock Units which have not vested at the time of the Employee’s Termination of
Service shall thereupon be forfeited. For the avoidance of doubt and for purposes of these Restricted Stock Units only, Termination
of Service will be deemed to occur as of the date the Employee is no longer actively providing services as an employee or consultant
(except, in certain circumstances at the sole discretion of the Company, to the extent the Employee is on a Company approved leave
of absence) and will not be extended by any notice period or “garden leave” that may be
required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.


 


5.                 
Death or Disability of Employee.
In the event of the Employee's death or Termination of Service on account of Disability,
each Vesting Date of the Restricted Stock Units subject to this Agreement shall fully accelerate at the time of the Employee's
death or Termination of Service on account of Disability, respectively. Any
distribution or delivery to be made to the Employee under this Agreement shall, if the Employee is then deceased, be made to the
Employee’s designated beneficiary, or if either no beneficiary survives the Employee or the Committee does not permit beneficiary
designations, to the administrator or executor of the Employee’s estate. Any designation of a beneficiary by the Employee
shall be effective only if such designation is made in a form and manner acceptable to the Company. Any transferee must furnish
the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish
the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.


 


6.                 
Settlement of Restricted Stock Units; Dividend
Equivalents.


 


(a)Status
as a Creditor. Unless and until the Restricted Stock Units have vested in accordance with Paragraph 2, 3 or 5 above, the Employee
will have no settlement right with respect to any Restricted Stock Units. Prior to settlement of any vested Restricted Stock Units,
the vested Restricted Stock Units will represent an unfunded and unsecured obligation of the Company, payable (if at all) only
from the general assets of the Company. The Employee is an unsecured general creditor of the Company, and settlement of Restricted
Stock Units is subject to the claims of the Company’s creditors.


 






    	 	A-1	 



     


    

 


(b)Form
and Timing of Settlement. Restricted Stock Units will automatically be settled in the form of Shares upon the applicable vesting
of the Restricted Stock Units pursuant to Paragraph 2, 3 or 5 above, or as soon as administratively practicable thereafter, provided
that such Shares will be issued no later than the date that is the 15th day of the third calendar month of the applicable year
following the year in which the Shares underlying the vested Restricted Stock Units are no longer subject to a “substantial
risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). Fractional Shares will not be issued
upon the vesting of Restricted Stock Units. Where a fractional Share would be owed to the Employee upon the vesting of Restricted
Stock Units, a cash payment equivalent will be paid in place of any such fractional Share using the Fair Market Value on the relevant
settlement date. No cash will be issued with respect to the Restricted Stock Units except as described in the preceding sentence
with respect to fractional Shares.


 


(c)Dividend
Equivalents. Restricted Stock Units will accrue dividend equivalents in the event cash dividends are paid with respect to
the Shares having a record date on or after the Grant Date and prior to the date on which the Restricted Stock Units are settled.
Such dividend equivalents will be converted into cash and paid, if at all, at the same time and otherwise under the same terms
and conditions as apply to the underlying Restricted Stock Units.


 


7.                 
Tax Liability and Withholding. As a condition to the grant, vesting and settlement
of the Restricted Stock Units, regardless of any action the Company takes with respect to any applicable taxes or tax withholdings,
social contributions, required deductions, or other payments, if any (collectively, the “Tax-Related Items”), the
Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and
remains the Employee’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock
Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent
sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) does not commit to structure
the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related
Items. The Employee also agrees that he or she will not make any claim against the Company, or any of its Directors, Employees
or Subsidiaries or Affiliates related to tax liabilities arising from the Restricted Stock Units. Prior to the relevant taxable
event, the Employee hereby acknowledges and agrees that the Company (and any Subsidiary or Affiliate) shall satisfy all its obligations,
if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Employee
upon settlement of the vested Restricted Stock Units; provided however, that the Company may limit the amounts withheld to the
amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based
on the Fair Market Value as of the date the withholding obligations are satisfied. The Employee must pay to the Company any amount
of Tax-Related Items that the Company may be required to withhold that cannot be satisfied by the means previously described.
The Company may refuse to deliver the Shares to the Employee if the Employee fails to comply with the Employee’s obligations
in connection with the Tax-Related Items. The Employee further acknowledges and agrees that the Employee is solely responsible
for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items
other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to
applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting
or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares,
and the receipt of any dividends or dividend equivalents. The Employee also understands that applicable laws may require varying
Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility
or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be
required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than
one jurisdiction, the Employee acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.


 






    	 	A-2	 



     


    

 


8.                 
Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee shall have
any of the rights or privileges of a stockholder of the Company in respect of any Restricted Stock Units (whether vested or unvested)
unless and until such Restricted Stock Units are settled in Shares and certificates representing such Shares shall have been issued,
recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee. After such issuance,
recordation and delivery, the Employee shall have all the rights of a stockholder of the Company with respect to voting such Shares
and receipt of dividends and distributions on such Shares.


 


9.                 
Acknowledgments. The Employee acknowledges and agrees to the following:


 


		·	The Plan is discretionary in nature and the Committee
may amend, suspend, or terminate it at any time;



 


		·	The grant of the Restricted Stock Units is voluntary
and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits
in lieu of the Restricted Stock Units even if the Restricted Stock Units have been granted repeatedly in the past;



 


		·	All determinations with respect to such future
Restricted Stock Units, if any, including but not limited to, the times when the Restricted Stock Units shall be granted or when
the Restricted Stock Units shall vest, will be at the sole discretion of the Committee;



 


		·	The Employee’s participation in the Plan is
voluntary;



 


		·	The value of the Restricted Stock Units is an extraordinary
item of compensation, which is outside the scope of the Employee’s employment contract (if any), except as may otherwise
be explicitly provided in the Employee’s employment contract (if any);



 


		·	The Restricted Stock Units are not part of normal
or expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance,
resignation, redundancy, end of service, or similar payments, or bonuses, long-service awards, pension or retirement benefits;



 


		·	The future value of the Shares is unknown and cannot
be predicted with certainty;



 


		·	No claim or entitlement to compensation or damages
arises from the termination of the Award or diminution in value of the Restricted Stock Units or Shares, and the Employee
irrevocably releases the Company and its Subsidiaries or Affiliates from any such claim that may arise;



 






    	 	A-3	 



     


    

 


		·	Neither the Plan nor the Restricted Stock Units shall be construed to create an employment relationship
where any employment relationship did not otherwise already exist;



 


		·	Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue to be
employed by the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way the rights of the Company
or the Subsidiary or Affiliate, which are hereby expressly reserved, to terminate the employment of the Employee under applicable
law;



 


		·	The transfer of employment of the Employee between the Company and any one of its Subsidiaries
or Affiliates (or between Subsidiaries or Affiliates) shall not be deemed a Termination of Service;



 


		·	Nothing herein contained shall affect the Employee’s right to participate in and receive
benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program
of the Company or any Subsidiary or Affiliate; and



 


		·	The Company is not obligated, and will have no liability for failure to issue or deliver any Shares
upon vesting of the Restricted Stock Units unless such issuance or delivery would comply with the applicable laws, with such compliance
determined by the Company in consultation with its legal counsel. Furthermore, the Employee understands that the applicable laws
of the country in which the Employee is residing or working at the time of grant and/or vesting of the Restricted Stock Units (including
any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the settlement
of the Restricted Stock Units and neither the Company nor any Subsidiary or Affiliate assumes liability in relation to the Restricted
Stock Units in such case. The Restricted Stock Units may not be settled until such time as the Plan has been approved by the holders
of capital stock of the Company, or if the issuance of such Shares would constitute a violation of any applicable laws, including
any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the settlement of the Restricted
Stock Units, the Company may require the Employee to make any representation and warranty to the Company as may be required by
the applicable laws.



 


		·	The Employee understands and agrees that unless otherwise permitted by the Company, any cross-border
cash remittance made to transfer proceeds received upon the sale of Shares my need to be made through a locally authorized financial
institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding
the transaction. Moreover, the Employee understands and agrees that the future value of the underlying Shares is unknown and cannot
be predicted with certainty and may decrease in value, even below the fair market value on the Grant Date. The Employee understands
that neither the Company nor any Subsidiary or Affiliate is responsible for any foreign exchange fluctuation between local currency
and the United States Dollar or the selection by the Company or any Subsidiary or Affiliate in its sole discretion of an applicable
foreign currency exchange rate that may affect the value of the Restricted Stock Units (or the calculation of income or Tax-Related
Items thereunder).



 






    	 	A-4	 



     


    

 


10.             
Changes in Stock. In the event that as a result of a stock dividend, stock split, reclassification, recapitalization,
combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation,
spin-off or other reorganization, the Company’s common stock shall be increased, reduced or otherwise changed, the Restricted
Stock Units shall be properly adjusted.


 


11.             
Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed
to the Company, in care of its Secretary, at 1678 S. Pioneer Rd. Salt Lake City, UT 84104, USA or at such other address as the
Company may hereafter designate in writing.


 


12.             
Restrictions on Transfer. Except as provided in Paragraph 5 above, this award and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this award, or of any right or privilege conferred hereby, or upon any attempted sale under
any execution, attachment or similar process, this award and the rights and privileges conferred hereby immediately shall become
null and void. Regardless of whether the transfer or issuance of the Shares to be issued pursuant to this Agreement has been registered
under the 1933 Act or has been registered or qualified under the securities laws of any state or other jurisdiction, the Company
may impose additional restrictions upon the sale, pledge, or other transfer of the Shares (including the placement of appropriate
legends on stock certificates and the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the
judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the
provisions of the 1933 Act, the securities laws of any state, or any other law. Stock certificates evidencing the Shares issued
pursuant to this Agreement, if any, may bear such restrictive legends as the Company and the Company’s counsel deem necessary
under applicable laws or pursuant to this Agreement.


 


13.             
Binding Agreement. Subject to the limitation on the transferability of this award contained herein, this Agreement
shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


14.             
Conditions for Issuance of Certificates for Stock. The Shares deliverable to the Employee upon settlement
of vested Restricted Stock Units may be either previously authorized but unissued Shares or issued Shares which have been reacquired
by the Company. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment
of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock
is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or
under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the
Committee shall, in its absolute discretion, deem necessary or advisable; (c) the approval or other clearance from any state or
federal governmental regulatory body, which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
and (d) the lapse of such reasonable period of time following the Vesting Date as the Committee may establish from time to time
for reasons of administrative convenience.


 


15.             
Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.


 


16.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without reference to its principles of conflicts of law. For purposes of litigating any dispute that may arise directly
or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Utah and
agree that any such litigation shall be conducted only in the courts of Utah or the federal courts of the United States located
in Utah and no other courts.


 






    	 	A-5	 



     


    

 


17.             
Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement, and to adopt
such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final
and binding upon the Employee, the Company and all other interested persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan
and this Agreement.


 


18.             
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s
participation in the Plan, on the Restricted Stock Units and the Shares subject to the Restricted Stock Units and on any other
award or Shares acquired under the Plan, or take any other action, to the extent the Company determines it is necessary or advisable
in order to comply with applicable laws or facilitate the administration of the Plan. The Employee agrees to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, the Employee acknowledges that the applicable
laws of the country in which the Employee is residing or working at the time of grant, vesting and settlement of the Restricted
Stock Units or the sale of Shares received pursuant to the Restricted Stock Units (including any rules or regulations governing
securities, foreign exchange, tax, labor, or other matters) may subject the Employee to additional procedural or regulatory requirements
that the Employee is and will be solely responsible for and must fulfill. Such requirements may be outlined in but are not limited
to the Country-Specific Addendum (the “Addendum”) attached hereto, which forms part of this Agreement. Notwithstanding
any provision herein, the Employee’s participation in the Plan shall be subject to any applicable special terms and conditions
or disclosures as set forth in the Addendum. The Employee also understands and agrees that if he works, resides, moves to, or otherwise
is or becomes subject to applicable laws or Company policies of another jurisdiction at any time, certain country-specific notices,
disclaimers and/or terms and conditions may apply to him as from the Grant Date, unless otherwise determined by the Company in
its sole discretion.


 


19.             
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation
or construction of this Agreement.


 


20.             
Severability. In the event that any provision in this Agreement shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining
provisions of this Agreement.


 


21.             
Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the
subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written
contract executed by a duly authorized officer of the Company.


 


22.             
Amendment, Suspension or Termination of the Plan. By accepting this award, the Employee expressly warrants
that he or she has received a right to an equity based award under the Plan, and has received, read, and understood a description
of the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended, or terminated by
the Company at any time.


 






    	 	A-6	 



     


    

 


23.             
Compliance with Laws and Regulations. The Employee understands that the vesting of the Restricted Stock Units
under the Plan and the issuance, transfer, assignment, sale, or other dealings of the Shares shall be subject to compliance by
the Company (or any Subsidiary or Affiliate) and the Employee with all applicable requirements under the laws, rules, and regulations
of the country of which the Employee is a resident. Furthermore, the Employee agrees that he or she will not acquire Shares pursuant
to the Plan except in compliance with all under the laws, rules, and regulations of the country of which the Employee is a resident.


 


24.             
Authorization to Release and Transfer Necessary Personal Information. The Employee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data
by and among, as applicable, the Company and the Subsidiaries or Affiliates for the exclusive purpose of implementing, administering
and managing the Employee’s participation in the Plan. The Employee understands that the Company and the Subsidiaries or
Affiliates may hold certain personal information about the Employee including, but not limited to, the Employee’s name, home
address and telephone number, date of birth, social security number (or any other social or national identification number), salary,
nationality, job title, number of Shares held and the details of all Restricted Stock Units or any other entitlement to Shares
awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Employee’s
participation in the Plan (the “Data”). The Employee understands that the Data may be transferred to the Company
or any of the Subsidiaries or Affiliates, or to any third parties assisting in the implementation, administration and management
of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipients’
country (e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee
further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Restricted
Stock Units, and his or her ability to participate in the Plan. 


 


25.             
Electronic Delivery: By executing this Agreement, whether in writing or by electronic means, the Employee
consents to the electronic delivery of the Plan documents, this Agreement and any other Company-related documents.


 


26.             
Electronic Execution: The Company may request that, in certain countries, Employee execute this Agreement
electronically via a link to a Company intranet or the internet site of a third party involved in administering the Plan or via
electronic mail or such other means as may be specified by the Company. Electronic execution of this Agreement shall have the same
binding effect as a written or hard copy signature and accordingly, shall bind the Employee and the Company to all of the terms
and conditions set forth in the Plan and this Agreement.


 


27.             
Execution of this Agreement: Execution of this Agreement, whether in writing or electronic, shall have
the same binding effect and shall fully bind Employee and the Company to all of the terms and conditions set forth in this Agreement
and the Plan.


 


28.             
Communication. To the extent the Employee has been provided with a copy of this Agreement, the Plan, or any
other documents relating to the Restricted Stock Units in a language other than English, the English language documents will prevail
in case of any ambiguities or divergences as a result of translation.


 






    	 	A-7	 



     


    




 


Country-Specific Addendum


 


This Addendum includes additional country-specific
notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and
that may be material to the Employee’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions
may also apply, as from the date of grant, if the Employee moves to or otherwise is or becomes subject to the applicable laws or
company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent
change, the Employee is advised to seek advice from his own personal legal and tax advisor prior to accepting or settling the Restricted
Stock Units or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice,
nor is the Company making any recommendations regarding the Employee’s acceptance of the Restricted Stock Units or participation
in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Restricted
Stock Unit Agreement and Appendix A. This Addendum forms part of the Restricted Stock Unit Agreement and should be read in conjunction
with the Restricted Stock Unit Agreement and the Plan.


 


Securities Law Notice: Unless otherwise
noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities
regulator outside the United States. The Restricted Stock Unit Agreement (of which this Addendum is a part), the Plan, and any
other communications or materials that the Employee may receive regarding participation in the Plan do not constitute advertising
or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents
is not intended for public offering or circulation in your jurisdiction.


  


	 	 
	 	 
	European Union	Data Privacy.  The following supplements Section 24 of Appendix A of the Restricted Stock Unit Agreement:  The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that he or she may, at any time, view his or her Data, request additional information about the storage and processing of Data, require any necessary amendments to Data without cost or refuse or withdraw the consents herein by contacting in writing the Employee’s local human resources representative. 
	 	 
	 	 
	Belgium	
        Foreign Assets Reporting

        If you are a resident of Belgium, you will
        be required to submit an annual form declaring your income or assets (including shares acquired under an employee share plan) held
        outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing your annual Belgian income
        tax return.

	 	 
	 	 
	Brazil	
        Foreign Assets Reporting 

        If you are a resident of Brazil, you will
        be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”)
        if the aggregate value of such assets and rights (including any capital gain, dividend or profit attributable to such assets) is
        equal to or greater than US $100,000. The reporting should be completed at the beginning of the year.




 






    	 	A-8	 



     


    

 


	 	 
	 	 
	France	
        Foreign Ownership Reporting

        Residents of France with foreign account
        balances in excess of EUR 1 million or its equivalent must report monthly to the Bank of France.

         

        Consent to Receive Information in English

        By accepting the Restricted Stock Units,
        you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the
        terms of those documents accordingly. En acceptant cette attribution gratuite d’actions, vous confirmez avoir lu et comprenez
        le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez
        les dispositions de ces documents en connaissance de cause.

	 	 
	 	 
	
        India

         
	
        Repatriation Requirement

        You shall take all reasonable steps to
        repatriate to India immediately all foreign exchange received by you as a consequence of your participation in Varex’s Plan
        and in any case not later than 90 days from the date of sale of the stocks so acquired by you under the Plan. Further, you shall
        in no case take any action (or refrain from taking any action) that has the effect of:

         

        (a)   
        Delaying the receipt by you of the whole or part of such foreign exchange; or

        (b)  
        Eliminating the foreign exchange in whole or in part to be receivable by you.

         

        Upon receipt or realization of the foreign
        exchange in India, including in relation to any dividend payments, you shall surrender the received or realised foreign exchange
        to an authorised person within a period of 180 days from the date of such receipt or realisation, as the case may be. Please note
        that you should keep the remittance certificate received from the bank where foreign currency is deposited in the event that the
        Reserve Bank of India, Varex or your employer requests proof of repatriation.

	 	 
	 	 
	Italy	
        Data Privacy Consent

        Pursuant to Legislative Decree no. 196/2003,
        the Controller of personal data processing is Varex, with registered offices at Viale Oriano 6 2nd Floor Treviglio, (BG) Italy,
        and its Representative in Italy for privacy purposes is Robert Hannemann.

         

        I understand that Data processing related
        to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply
        with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws
        and regulations, with specific reference to Legislative Decree no. 196/200.

         

        The processing activity, including the
        communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable
        laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations
        related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized
        where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant
        to Section 7 of the Legislative Decree no. 196/2003, I have the right to, including but not limited to, access, delete, update,
        ask for rectification of my Data and stop, for legitimate reason, the Data processing. Furthermore, I am aware that my Data will
        not be used for direct marketing purposes.




 






    	 	A-9	 



     


    

 


	 	 
	 	 
	Japan	
        Share Ownership and Payment Reporting
        

        If you acquire Shares valued at more than
        ¥100,000,000 total, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through
        the Bank of Japan within 20 days of the acquisition of the Shares.

         

        Exit Tax

        Please note that you may be subject to
        tax on your Restricted Stock Units, even prior to vesting, if you relocate from Japan if you (1) hold financial assets with an
        aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (jusho)
        or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan.
        You should discuss your tax treatment with your personal tax advisor.

	 	 
	 	 
	Russia	
        Securities Law Notice 

        Neither this offer nor the distribution
        of related documentation constitutes the public circulation of securities in Russia. You may receive shares in a brokerage account
        held in your name outside of Russia, or shares may be held for you in book entry form, but a stock certificate will not be issued
        to you. You are not permitted to transfer any shares received under any Company employee equity program into Russia.

         

        Foreign Account and Repatriation Requirement

        You may be prohibited from receiving cash
        funds into a non-Russian bank or brokerage account.  Noncompliance with such rules, if applicable, may be subject to administrative
        sanction and fines.  You should therefore immediately transfer any proceeds from the sale of Shares (or any dividends on Shares)
        into a personal bank account in Russia.  You are responsible for ensuring compliance with all currency control laws in Russia
        in relation to your participation in the Plan; note that your foreign accounts may also be subject to reporting to the Russian
        tax or bank authorities.

	 	 
	 	 
	South Korea	
        Repatriation Requirement

        Please note that proceeds received from
        the sale of stock overseas must be repatriated to Korea within three (3) years if such proceeds exceed US $500,000 per sale. Separate
        sales may be deemed a single sale if the sole purpose of separate sales was to avoid a sale exceeding the US $500,000 per sale
        threshold.




 






    	 	A-10	 



     


    

 


	 	 
	 	 
	Thailand	Foreign Exchange Information.  Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock must be remitted to Thailand and must be deposited or converted into Thai Baht with a commercial bank in Thailand within 360 days of receipt according to Ministerial Regulation No. 26.
	 	 
	 	 
	United Kingdom	
        Withholding of Tax

        This provision supplements Section 7 of
        Appendix A of the Restricted Stock Unit Agreement:

        If payment or withholding of the Tax-Related
        Items (including the employer NICs, as defined below) is not made within ninety (90) days of the event giving rise to the Tax-Related
        Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings
        and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by the Employee to the Employer,
        effective on the Due Date. The Employee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s
        Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the employer
        may recover it at any time thereafter by any of the means referred to in Section 7 of Appendix A of the Restricted Stock Unit Agreement.
        Notwithstanding the foregoing, if the Employee is a director or executive officer of the Company (within the meaning of Section
        13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Employee will not be eligible for such a loan to cover
        the Tax-Related Items. In the event that the Employee is a director or executive officer and the Tax-Related Items are not collected
        from or paid by the Employee by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to the
        Employee on which additional income tax and national insurance contributions will be payable. The Employee will be responsible
        for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

         

        Settlement

        Notwithstanding any discretion in the Plan
        or the Restricted Stock Unit Agreement to the contrary, settlement of the Restricted Stock Units shall be in Shares and not, in
        whole or in part, in the form of cash.

         

        NICs Joint Election

        As a condition of participation in the
        Plan as well as the grant and vesting of the Restricted Stock Units, the Employee agrees that:

         

        (a) Tax-Related
        Items within Section 7 of Appendix A of the Restricted Stock Unit Agreement shall include any secondary class 1 (employer) National
        Insurance Contributions that:

         

        (i)       any
        employer (or former employer) of the Employee is liable to pay (or reasonably believes it is liable to pay); and

         

        (ii)       may
        be lawfully recovered from the Employee; and

         

        (b)        If
        required to do so by the Company (at any time when the relevant election can be made) the Employee shall:

         

        (iii)       make
        a joint election (with the employer or former employer) in the form provided by the Company to transfer to the Employee the whole
        or any part of the employer’s liability that falls within Section 7 of Appendix A of the Restricted Stock Unit Agreement;
        and

         

        (iv)       enter
        into arrangements required by HM Revenue & Customs (or any other tax authority) to secure the payment of the transferred liability.

	 	 


 


 



    	 	A-11